Posted by James Scott on May 17, 2010 in
Security & Surveillance I consult in the turnaround sector with public companies on the Pinks, OTCBB, London Exchange, Frankfurt Exchange and every exchange in-between and everyone seems to have the same issue: there stock isn’t trading at the price they desire and they are dying to find a way to fix the problems that are hindering their trade. It usually comes down to a few basic elements. Use each of these elements with caution as this industry is full of predatory organizations and consultants and can be dangerous to amateurs. If you’re a newbie, that’s ok. Do what you can but know when you are in over your head and turn the remaining process over to people that swim with sharks for a living.
Public company structuring and turnaround strategies typically center around the elements of: corporate publicity, individual executive publicity, lack of an experienced publicist, lack of strategic alliances and lack of the proper promotion that is conducive to getting stock investors to pull the trigger.
Corporate publicity can be broken down into the immediate and ongoing use of: press releases, viral marketing video and article submission, corporate blogs, investor relations, market maker or broker dealer that is affective and of course the almighty strategic alliances that build hype and build power behind your brand. Read more...
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Posted by James Scott on May 17, 2010 in
Security & Surveillance What Is the Process Of Taking A Company Public? Here Are The Answers!
Going public can make or break a company. As long as you are prepared it can be the biggest blessing ever bestowed on your company. Understanding the process can help you decide if this is a direction you’d like to take. Here is the process:
First you’ll need corporate structuring to create a business model that is conducive to raising capital and increasing investor confidence so you’ll need to take a long hard look at your ‘C’ level executives and their educational and professional pedigree and track record, your board of directors capabilities and abilities to contribute with capital connections and strategic alliances.
Second you’ll need to write a business plan that take into consideration a strong business model, financial projections that will stand up to the scrutiny of your SEC auditor and investors who have their investments audited by legal counsel and accountants while simultaneously painting a picture of a solid and viable, and yes, recession proof business model.
Third you will need a PPM to break your company up into shares to distribute to seed capital investors and stay within the SEC Regulation D requirements. Read more...
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Posted by James Scott on Apr 27, 2010 in
Security & Surveillance Take Your Company Public: A Must Read Before You Do Anything! As a consultant in the business of structuring companies, setting up strategic alliances for clients, writing business plans and PPM’s and taking companies public on the OTCBB, I must admit I’ve seen my share of scams and swindling of uninformed clients. One sad issue that permeates the industry is clients who believe that their only option is to give up substantial equity while paying hefty fees to consultants who take your company public.
Here is the reality. When you are investigating the industry to find a consulting firm to work with to facilitate your ‘go public’ process, the first thing you need to do is make sure you are hiring a ‘turn-key’ solutions consulting group; meaning they need to offer everything soup to nuts in house because the second your consultant outsources anything, accountability is lost.
Next, on the issue of paying fees and also giving up equity, it should be either or, not both. If a company tells you that they want you to pay them in both upfront fees and in equity, you should laugh and walk away. In actuality the best deals for the client are those that are simply fee based, not equity based. Read more...
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Posted by James Scott on Apr 27, 2010 in
Security & Surveillance Private Placement Memorandums and Direct Public Offerings, the most common mistakes made. When gearing up to raise capital it is typically a business owners first instinct to simply throw together a business plan and find the cheapest company to put together the private placement memorandum and then seek funding. What these professionals don’t realize is that they are doing things in reverse and often times a PPM is not a standalone solution to financial needs.
The first problem is the most companies will first write a business plan and cheap PPM and look for a capital solutions last, when strategically speaking, one should first find a full service solution who has a database of investors ready to fund properly structured corporations with well authored business plans and private placement memos. After you find a company that has a ready network of seasoned investors you will often find that this firm will also structure your business and documents so that you are able to attract the attention of these investors. Next, don’t make the mistake of hiring just anybody to write your biz plan. You need to find a professional author who is well rooted in the art of technical writing and has a solid comprehension of your industry. Read more...
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Posted by James Scott on Apr 27, 2010 in
Security & Surveillance If your company is about to start taking steps for a public offering you will most likely want to bring in employees that will help season your business plan and private placement memorandum for your initial rounds of capital. The human resources section of your PPM is crucial and on your business plan your ‘key executives’ portion is critical.
You must be able to justify, many times over, the reason for the existence of this executive in your business. Let’s start with pedigree: This employee must have a traceable track record of success working with similar corporations at the same stage your company is in now, they must be able to prove that they played a key role in their previous employers growth. Next their education; if we lived in a perfect world, college education wouldn’t matter but in the mind of the investor, a university level education is a period of maturing and intellectually achieving the capacity to translate ideas into empirical strategies. Read more...
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Posted by James Scott on Apr 27, 2010 in
Security & Surveillance 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. Read more...
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Posted by James Scott on Apr 27, 2010 in
Security & Surveillance We get calls all day, every day from companies that talk about ‘wanting’ real corporate publicity that will transform their company but few have the stomach for what it really takes and even fewer have the financial dedication it takes to obliterate their competition and take their rightful place at the top of the food chain.
Of course it’s important to cater to the traditional media (TV, radio, newspaper, industry journals, etc) but the genre of publicity that wins every time is viral publicity consisting of video, social and news bookmarks, article submissions, press release submissions and photo/logo sharing sites. The reality is online publicity is where you’re going to completely annihilate your competitors and claim your rightful position.
When you take into consideration the ultra powerful medium and stealth of viral publicity, all other promotional genres cower in comparison. Online your pre public or post public company will claim instant viewers and a cult-like following that TV and radio can’t even remotely compare. Billions of searches take place every day and it is the viral publicists job to do what SEO and traditional publicists can’t do and that is get solid search engine ranking while simultaneously bringing in powerful results that are targeted and strategically placed. Read more...
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Posted by James Scott on Apr 27, 2010 in
Security & Surveillance Your company is growing. Now you are ready to start raising serious capital and you here the public fund raising markets. Here are the basics of your S-1 filing. Know the lingo before you hire a consultant. Because companies must adhere strictly to SEC regulations, initial prospectuses are similar in their organization. Each S-1 generally consists of the following sections:
Front Section — An S-1 contains a small amount of information not available in a prospectus. In this first section, you can quickly find the issuing company’s phone number and get a vague sense of the future offering price.
Cover/Inside Cover — The prospectus cover outlines the general terms of the offering, including names of the underwriters, number of shares offered, and pricing information. The actual share price is absent from a prospectus until the day of the offering.
Prospectus Summary — Here you will find a brief synopsis of the company’s business and history, a modest discussion of the change in capitalization to occur as a result of the offering, and a useful summary of financial information covering the last five years, if available. If you are screening prospectuses for investment ideas, start here. Read more...
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Posted by James Scott on Jan 20, 2010 in
Security & Surveillance Going public, the ultimate in the evolution of companies who are seeking access to powerful global finance options for rapid expansion, deepening corporate roots and gaining industry prominence as a true powerhouse and player. The process of going public is technical yet pretty straight forward: business plan, Private Placement Memorandum, Direct Public Offering, Financial Audit, S-1 filing, SEC comments phase, SEC approval, FINRA approval, symbol and then you’re public.
Never price shop for consultants that take companies public and be weary of consultants that will start off a conversation by answering questions geared toward price and giving you quotes without understanding your business first; without the proper information a realistic quote can’t be given anyway.
When you’ve found a consultant that you’re comfortable with you’ll need to get a solid understanding of their full range of services. Of course you’ll want a consulting firm that will handle all of the above for your company but you’ll also need to consider the post IPO services. What happens after you’re public? The reality is, selling off stock in a rapid fashion to raise capital is the last thing you want to do, instead you need to approach your consultant and market maker on how to cross collateralize your securities to raise equity loan capital. Read more...
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