Seller Shareholder Offering: Pre - IPO Investments

By James Scott

Everyone has heard about a friend of a friend who knew a guy that had a sister who got involved with a company just before they went public, made a small seed investment and when the company went public she made millions.

Real Pre - Public investments in companies that are built to last with solid executive management and board of directors all wrapped in a industry that can still flourish in a recession are extremely difficult to find and impossible to be part of unless you are 'in the know', meaning you are the auditing or contract attorney for the company filing with the SEC, the accounting firm doing the third party audit, the consulting firm who is putting together the corporate strategies for the company or the investor relations industry that is gearing up for the publicity and promotions campaign to run in a post offering environment.

Typically the invitation to invest in a pre-public company comes in the form of a Direct Public Offering after the company is divided into shares with a private placement memorandum and before the third party audit and before and during the comments stage of the S1 filing. If you are fortunate enough to invest in a company with the above description you will most likely being offered deeply discounted stock (cheaper than what will be offered in the public market) which means you will (if the offering goes as planned) increase your initial investment amount by 200+ percent.

This is not at all a rare instance. Getting invited to invest in the pre-public, seed capital stage is actually quite simple if you know who to talk to. The best companies to become aligned with are 'go public' facilitation consultants and corporate turnaround consultants. These groups take companies public for a living and can usually plug you right in when the company is qualifying with the SEC and needs to have 40 investors on the book to qualify to go public (on the OTCBB). Simply contact the company and they will typically give you a quick information form to fill out to collect your name, phone, investment history and investment threshold.

It's a fact, once you started investing in solid pre-IPO stock investments, you will dump your broker and never buy stock the traditional way again. Now get out there and experience the power of seed capital investment!

About the Author:

For Corporate Consulting or Invest Seed Capital In Pre-IPO Companies, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Private Placement Memorandum and OTCBB: How to Make Investors Come Out of The Woodwork

By James Scott

If you are trying to raise capital with a PPM or public entity like OTCBB you need to understand the mind of the investor. After the business plan sells the investor on the business concept you need to sell them on you and your executive staff. You need to stack your executive positions with professionals with a proven track record of success and possess a solid reputation in the industry. You must paint the picture for investors that your business is run by the who's who in your industry and this pedigree is demonstrated by your education, degree, grades in college, professional organizations of which you have been and are currently a member, advisory board positions with other corporate organizations, a track record of setting up and maintaining strategic alliances, networking contacts and more.

When an investor looks at your human resource list on your PPM, business plan or public offering docs it needs to scream power, authority and confidence. Each individual that you place on your advisory board must have a massive contribution other than 'advice'. Advisors should be able to prove their ability to assist in crucial decisions, connect your company with strategic partners and help you get to the next level.

Your legal counsel and CPA should be well known organizations with a long list of successful, well known organizations on their client roster and they should have a lot more to offer your company than just their fee based services. Again, these organizations should be able to set you up with partnerships that will help grow your business. As far as corporate awareness you must include a publicist. The publicist that you choose must be well versed in their comprehension of your industry genre.

They must be able to take your company and get you in front of the proper audience that is conducive to enhancing your growth potential. They must be able to demonstrate their knowledge of viral online marketing as well as traditional means of radio, TV and article promotion. They should be able to reach into their contact list and set you up with one interview after another targeting your specific audience.

These are just a few things to take into consideration when you jump on the fund raising trail. Every individual you have listed on your docs must be able to pass due diligence and have the appeal that reaches into the 'comfort' zone portion of the investor's mind.

About the Author:

Want To Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Take Your Company Public On The OTCBB or Reverse Merger: Know Your Investors

By James Scott

Discovering the 'thumbscrews' of investors is crucial to getting them to take action. In over a decade of dealing with global investors there are several elements that I've discovered to be universal truths about the mind of the private investor (angel investor, accredited investor).

When talking to an investor for the first time, it's more important to listen than to speak. It's more important to ask questions than answer them. It's more important to discover their needs and wants than to exclaim your own. Your first conversation with an investor should be all about piercing the armor and finding the trigger points that prompt a reaction that gets to the center of their 'childlike' state.

What I mean by this is, investors, just like anyone else, has insecurities that are rooted in their childhood and what they are outwardly today, is typically a polar opposite of what they are on the inside. For example, an arrogant, chest beater seems proud and obnoxious on the outside but the reality is that they are over compensating for an insecurity that is rooted in an individual or collection of childhood incidents.

Maybe they were made fun of as a child, maybe they're father was verbally abusive, maybe their teachers would single them out in class opening them up to playground mockery. When talking to these individuals it's important to listen to their voice and intonation when the conversation topic changes. Take notes on their psychological adjustments to the conversation. After you feel you have discovered the triggers that induce the 'pleasurable' responses, end the call, and set your second phone appointment with them.

On that second call, you want to have your conversation ready to go using the triggers you found in the first conversation. Play off of those insecurities that you found, become their best friend without being chummy but it is your mission on this call to be the "guy that understand me" to the investor. You want the overall tone of this conversation to have the response from your target along the theme of, "wow, this guy gets me" , "I can see investing in this company".

By using this method and not coming across as 'fake', you have become an investment opportunity and a shrink all rolled into one. You want to be the one person that this investor can lower his guard to because everything he says, you seem to be the one person who understands him at his deepest level. You seem to naturally be tuned into his insecurities, emotions, needs and wants. Sound strange? Try this out on the next investor you talk to, I guaranty you will be shocked with the results.

About the Author:

For Corporate Consulting or Investor Finder Services, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Need Corporate Capital? Take Your Company Public

By James Scott

Most companies who are on the venture capital trail are not set up properly to attract investors. When an investor looks at your business plan and private placement memorandum they are looking for certain things. Of course funding sources look for the obvious, a solid business model, positive cash flow, industry genre with solid future growth, recession proof business (if there even is such a thing) and minimal debt.

Countless companies are turned down for funding because they lack the basics such as: an advisory board, board of directors, solid executive staff with a well groomed pedigree, reasonable share price, business plan and PPM that spell out the risks for the investor and an original marketing strategy that covers all the angles. These are just a few of the most common mistakes that companies make out of naivety and by not taking the time to hire an expert to properly structure them to make the entity appeal to investors.

Seasoned expansion and turn-around consultants can step into a company and immediately zone in on the issues that will hinder a client's investment magnetism. Often times it only takes 2 to 3 weeks to completely reorganize a company to make it stand out like a beacon in the turbulent finance industry. If you are seriously considering the idea of raising capital with a private placement memorandum, traditional institutional loans, venture capital or a public offering don't be penny wise and dollar foolish.

Spend some money and hire a consultant who is completely submerged in the finance industry to take control of the elements of your corporation that are seen as 'black eyes' to investors so that you can achieve the capital you're seeking.

The reality is, raising capital for your company is easy and straight forward if you've taken the time to examine your business objectively and sought out the expert analysis of an industry expert consultant who will run your company through a formula and make the necessary changes to increase your ability to raise capital.

About the Author:

Investor Finder Services, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Great Ways To Raise Money Fast!

By James Scott

Regulation D, Under Sections 4(2) and 3(b) of the Securities Act of 1933, the SEC adopted Regulation D to coordinate the various limited offering exemptions and to streamline the existing requirements applicable to private offers and sales of securities. The Regulation establishes three exemptions from registration in Rules 504, 505, and 506.

Rule 504, which provides an exemption for non-reporting companies unless they are "blank check" issuers or certain "shells", stipulates that: The sale of up to $1,000,000 of securities in a 12-month period is permitted provided that there is no general solicitation, the securities sold are restricted securities and cannot be resold except pursuant to a registration statement or exemption, and a notice must be filed with the SEC within 15 days after the first sale. Rule 504 does not provide an exemption under any state laws. In certain limited circumstances where an offering is conducted under state accredited investor exemptions, securities offered under Rule 504 may be freely transferrable. Unlike Rules 505 and 506, Rule 504 does not mandate that specified disclosure be provided to purchasers. Nonetheless, the business person should take care that sufficient information is provided to meet the full disclosure obligations which exist under the antifraud provisions of the securities laws.

Rule 505 was adopted by the SEC to provide small businesses more flexibility in raising capital than under Rule 504 - but without the uncertainty of determining the quality of the purchasers that generally is involved in using Rule 506. Rule 505 provides issuers a limited offering exemption for sales of securities totaling up to $5 million in any 12-month period.

Rule 505 contains certain restrictions regarding "accredited investors" and non-accredited persons. The-term "accredited investor" includes:

Banks, insurance companies, registered investment companies, business development companies, or small business investment companies; Certain employee benefit plans for which investment decisions are made by a bank, insurance company, or registered investment adviser; Any employee benefit plan (Within the meaning of Title I of the Employee Retirement Income Security Act) with total assets in excess of $5 million; Charitable organizations, corporations or partnerships with assets in excess of $5 million; Directors, executive officers, and general partners of the issuer; Any entity in which all the equity owners are accredited investors; Natural persons with a net worth of at least $1 million; Any natural person with an income in excess of $200,000 in each of the two most recent years or joint income with a spouse in excess of $300,000 for those years and a reasonable expectation of the same income level in the current year; and Trusts with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish audited financial statements.

If an issuer other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the issuer's balance sheet (to be dated within 120 days of the start of the offering) must be audited.

Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish financial statements prepared on the basis of federal income tax requirements and examined and reported on by an independent public or certified accountant in accordance with generally accepted auditing standards; and The issuer must also be available to answer questions by prospective purchasers about the issuer or the offering.

Further restrictions under Rule 505 include:

The total offering price of each issue of securities may not exceed $5 million. The offering may not be made by means of general solicitation or general advertising. The issuer may sell the securities to an unlimited number of "accredited investors" and to 35 non-accredited persons. There are no requirements of "sophistication" or "wealth" for persons to whom the securities are sold. A company must take any necessary steps to ensure that the purchasers are acquiring securities for investment only, not for resale. The securities are thus "restricted" and investors must be informed that they may not be able to sell except pursuant to a registration statement or exemption from registration. The issuer is not required to file any offering materials with the Commission. Fifteen days after the first sale in the offering, the issuer must file a notice of sales on Form D. The notice also contains an undertaking under this Rule for the issuer to furnish the Commission, upon its staff s request, any information given to non-accredited purchasers in connection with the offering. Rule 505 does not provide an exemption from state securities laws.

SEC Rule 506 offers and sales of securities by an issuer that satisfy the conditions stated below are deemed transactions not involving any public offering within the meaning of Section 4(2) of the Securities Act. For an offering to be considered exempt from the registration requirements, Rule 506 stipulates: There is no ceiling on the amount of money which may be raised. No general solicitation or general advertising is permitted. The issuer may sell its securities to an unlimited number of accredited investors and 35 non accredited purchasers. Unlike Rule 505, all non-accredited purchasers (either alone or with a purchaser representative) must be sophisticated - that is, have sufficient knowledge and experience in financial and business matters to render them capable of evaluating the merits and risks of the prospective investment. The term "accredited investor" is defined under Rule 505.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish the same financial information as would be required by registration on Form S-1.

If the issuer cannot obtain audited financial statements without unreasonable effort or expense, then financial statements may be provided in accordance with the special treatment described under Rule 505.

The securities sold are "restricted" under the same stipulations in Rule 505.

A company is required to file a notice of the offering on Form D at SEC headquarters within 15 days after the first sale in the offering. All states except New York provide an exemption from state securities laws for offerings under Rule 506 but the company must file a copy of the Form D and pay a filing fee in each state. New York has a distinctive law which makes a Rule 506 offering within that state impractical.

Accredited Investor Exemption

The Small Business Investment Incentive Act of 1980 created a new statutory exemption from registration under the Securities Act for transactions involving offers and sales of securities by any issuer solely to one or more "accredited investors." Under Section 4(6):

The total offering price of each issue of securities under the exemption may not exceed the limit on small offerings set by Section 3(b) the Securities Act, which currently is $5 million per issue. The offering may not be made by means of any form of advertising or public solicitation.

The term "accredited investor" is defined to include the same individuals and entities as included for purposes of Rules 505 and 506. The issuer is required to file a notice of sales on Form D with the Commission 15 days after the initial sale is made in reliance on the exemption.

About the Author:

Want To Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!