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Becoming a publicly traded company is an exciting and rewarding experience. The following sets forth the method, steps, fees and estimated timetable to go public on the OTC Bulletin Board (OTCBB) ‘from scratch’, or through a self-filing and discusses the 1934 Exchange Act responsibilities after a company’s registration statement has gone effective (after the company has become publicly traded):

Prior to filing the registration statement, a company that wishes to go public must first obtain an audit of the Company’s financial statements for the past two fiscal years. For most companies, the financial audit can be completed in about a month and costs typically range between $5,000 and $25,000, depending on the complexity of the company financials.

A public company will also need shareholders. To that end, if additional shareholders are needed, the company going public will need to complete a self-underwritten Regulation D, Rule 506 offering in which the company sells shares of its stock to investors for real consideration. This is not a difficult task, so long as you have a properly prepared private placement memorandum (PPM) and you follow the relatively simple rules of Rule 506. The price per share and number of shares offered can be determined by the Company, but most registered broker-dealers that will eventually submit a Form 211 for an OTC Bulletin Board quotation prefer to have a minimum of 400,000 shares distributed among the investors.

In addition to the minimum number of shareholders requirement, a company must have free-trading shares, called the ‘float’, in order to go public. Upon completion of the private offering and the financial audit for the prior two fiscal years, an S-1 Registration Statement must be filed with the Securities and Exchange Commission (“SEC”) to register the shares sold in the private placement, thus creating the free trading shares. The completion of the S-1 process with the SEC will make the Company a 1934 Exchange Act reporting company, which is required in order to obtain a quotation on the OTC Bulletin Board. The SEC will review the S-1 and provide comments within 30 days from the filing date. Comments from the SEC typically relate to the terms of the offering, the Company’s business and its financial statements. It usually takes between 2 to 3 months for the SEC to approve a registration statement on Form S-1 and for the S-1 to become effective. However, the actual amount of time will depend on the level of review and number of comments given by the SEC and the corresponding response time by the Company in filing its amendments.

Shortly after filing the S-1 registration statement with the SEC, a market maker must be ‘engaged’ to file a Form 211 application with FINRA for the purposes of obtaining a quotation of its common shares on the OTC Bulletin Board. It is important to note that market makers cannot receive compensation for making a market in a stock, thus typically you must have connections to accomplish this. The timetable for approval of the Form 211 process is approximately 3 weeks to 5 weeks. However, the Form 211 will not be approved until the S-1 is approved by the SEC since the approval of the S-1 provides the “free trading” shares necessary to obtain the OTC Bulletin Board quotation.

The completion of the entire process to become a public company typically takes approximately 3 to 4 months from completion of the private offering and financial audit, however, the actual time could vary based on the factors discussed herein. If done right, with planning, hard work, the proper foresight, and a good firm guiding you through the process, going public is a truly exciting and rewarding experience.

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With global economics the way they are it would be redundant to rant and rave about the downsides of corporate fund-raising. Quick infusions of cash from venture capital firms and institutional lenders are on hold and it is what it is but companies are becoming creative and corporate attention is steering away from the problems and toward the solutions.

The US and Chinese markets are intertwined in many ways and now a new trend in finance is making the relationship even closer. It’s a fact that Chinese corporations are still trying to figure out how to make their domestic stock market profitable and stable. Many of these companies have global ambitions with unique technology solutions business products and strategies but because of the week Chinese economy (compared to the power of other currencies) they have no choice but to head to the Frankfurt Exchange or the OTCBB market here in the United States.

As a corporate consultant that facilitates the process of going public for both domestic and global entities I have received maybe 5 to 10 calls per year from Chinese companies wanting to set up American corporate subsidiaries to absorb their foreign corporations and trade on the Bulletin Boards but all that has changed. I now receive 5 to 10 calls from Chinese and Indian companies per week to take advantage of the global market place that centers around America’s gravitational pull.

Here is how you can take your foreign entity public: set up a domestic corporation (I usually have corporations set up in Delaware because its fast, easy and the states statutes go back to the original 13 colonies so there is sufficient case law and precedence to protect a public entity affectively). Next you will need a professionally written business plan in English. Translated business plans don’t work as Western investors look for different details in transactions than their Asian counterparts. Write a new business plan based off of this new corporate entity.

After this you will use the Regulation D Rule 504 exemption to offer discounted stock to a core group of investors via DPO (direct public offering) we have spent 11 years putting our core group of investors together that can finance around 80% of the public process so it becomes extremely reasonably priced for foreign companies. Then the S1 is put together while simultaneously their SEC audit begins which is simple and fast because the company in the US is a startup. We go through and get the SEC approval, then FINRA and then the market maker that we have attached to the deal goes to work.

Now here is the kicker. If you have any experience with taking companies public you’ll see one common thread throughout all the companies that you work with and that is the fact that the company executives who started this company and are more than likely the majority share holders, want to retain as much equity as possible so this is simple. When the company is publicly trading, limit the issuance of stock specifically to your original core group and let the stock price stabilize then you simply take some of the company owned shares and use them as collateral for equity loans and lines of credit.

Once you’re public the last thing you want to do is liquidate shares to raise capital quickly. Instead, use your shares as collateralized bartering chips and you’ll never have a problem with cash flow or fund raising or the threat of losing control of your company. Foreign companies that want to go public in the United States are often intimidated by the strenuous process and the concern of ‘who to trust’. Find a consulting firm with experience in turnkey ‘go public’ facilitation and you’ll be fine.

Take Your Company Public and have Strong Investor Relations , call Princeton Corporate Solutions at 267-233-0183 or Call Us To Take Your Company Public the easy way!

There are many ways to use capital without using bank loans, lines of credit and other shady methods like shelf corps and bogus platform scams. If you are truly trying to raise capital for your company here are some simple breakdowns of your options with a quick definition for each one:

 PIPE: Private Investment In Public Equity this is used primarily by mutual funds and private investment firms where they buy discount stock in order to raise capital, there are two types of PIPEs traditional where common and preferred stock is issued at a set cap to raise money for the issuer and a structured pipe issues convertible debt.

 DPO: Direct Public Offering is when you sell equity shares directly to customers, suppliers and employees.

 PPM: Private Placement Memorandum is also known as an offering memorandum takes advantage of Regulation D rule exemptions 504, 505 and 506. This process came into existence with the’33 securities act and popularized in the late’80s, companies can raise money from the public via private placement; there is virtually zero interaction with the SEC after you file form d as long as you stay legal. (most popular form of fund raising).

 IPO: Initial Public Offering: extremely expensive, need SOX 404 audits, must have board of directors, quarterly financial reports to shareholders, report heavily to the SEC and 1 out of every 1000 companies that want an IPO actually qualify. I love participating in these but most companies just can’t qualify for one reason or the other.

 OTCBB: Over the Counter Bulletin Board is an electronic quote system that is the next best thing if you can’t go public via ipo, there is minimal red tape to startups and small businesses and is legitimized by the stringent ongoing reports to the SEC which keeps investor confidence high (these are extremely solid and I suggest this structure to companies when I am hired by their company or legal team as a consultant as a fast, easy way to raise big capital from the public otc)

 Pink Sheet: you can look at pink sheets as the Burger King, while the OTCBB is McDonalds, they are competing otc mechanisms. Pinks sheets are commonly referred to as penny stock and notorious for ‘pump em’ and dump em’ controversies and a lot of crooked people are involved with this platform. This is not a long term process that will allow one’s company to grow, pink sheets companies are typically short lived but it is cheap to set up but not a professional structure that could be upgraded in time to an IPO.

 Reverse Merger: a group funds the filing and creation of a public shell, they then sell that shell to a company that wants to go public, the established company merges it’s entity into the public shell. The sellers retain around 30% equity after they charge an upfront fee of 300k to 1m. 99% of reverse mergers are successful with the merger, but unsuccessful to bring them to trade and the entity basically just fizzles out.

Taking your company public is actually quite simple and inexpensive when you have the right consultant putting the structure together for you. There are countless ways to raise capital quickly and easily. It’s important that you understand your options before you waste time entering into the red tape infested banking system for a loan.

Take Your Company Public and have Strong Investor Relations , call Princeton Corporate Solutions at 267-233-0183 or Call Us To Take Your Company Public the easy way!

OK, you’re ready to take your company to the next level and your CFO and legal counsel have advised you to go public to raise capital as well as to retain some of those prize employees with stock options and to bait that new sales executive with a signing bonus made up of stock options. You’ve looked into everything from pink sheets to reverse mergers to OTCBB to IPO and you have come to the conclusion you’re going to need to take on investors so that you can afford to follow through with your plan. If you’re lacking the funds to dive right in and start creating your public structure, here is a way that just about any business can afford to go public.

First, get a real business plan. Your business plan needs to sizzle and reel in the investor and clearly paint a picture of your vision to the investor and their advisors. Next, you’ll want to raise an initial round of cash quickly so that you can afford to take your company public without hindering your current company structure with additional ancillary costs. You’re going to need something fast and affective; you should consider having a professionally authored private placement memorandum put together for your company.

If you are trying to go public via OTCBB a Regulation D Rule 504 exemption will suffice, if you are trying to achieve an IPO you’ll need to go with a Regulation D Rule 505 exemption (pink sheets and reverse mergers into shell corps are not very successful in immediate and long term success so I would suggest you stay away from these structures). Build into the PPM verbiage that you are raising an initial round of capital that will be used to take your company public. When savvy investors see that they are investing in a real, viable pre-IPO or pre-OTCBB formation you will see investors climbing out of the woodwork to give you cash if your business concept is sound.

Next you hire the consultants (usually the same firm that wrote your PPM) to start the process of taking you public. On the PPM your Mini/Maxi should allow you to use capital almost immediately to get the ball rolling on your public company. You can count on a solid OTCBB going for between $75k and $250k and an IPO going for $1M+ so have your PPM written accordingly. If you follow the path set forth above you will notice something extraordinary.

The only out of pocket expense you had was for your Private Placement Memorandum (and your business plan if you didn’t have one) and 100% of the capital needed to go public was supplied by greedy investors who are excited to invest because of the quick payoff of their investment when you go public. This process means you can literally take your company public for less than $5,000 (the typical cost of a strategic Private Placement Memorandum. This is a simple, strategic and inexpensive way to get the capital you need for your company quickly, without using your limited financial resources in the process.

Take Your Company Public and have Strong Investor Relations , call Princeton Corporate Solutions at 267-233-0183 or Call Us To Take Your Company Public the easy way!

Many times companies stand at the threshold of massive stardom but carry the burden of dead weight management that simply take up space and increase salary costs. The company needs to eliminated them and recruit qualified management but there is often an emotional element at play here which makes it difficult to take the garbage out to the curb on trash collection day.

There are many corporate cautionary tales here. Companies that could have been but never were are a dime a dozen because they lacked the motivation to get past that emotional ingredient that paralyzes them, not allowing them to fire someone who has become a buddy. Your mind will play all kinds of tricks on you by telling you that: this guy has a family, you and he have a history, you can’t just fire someone who helped build this company and so on. What you are forgetting here is that the presence of this individual is jeopardizing the careers and livelihood of everyone else involved so this action of elimination is serving the greatest good.

Make things easy on yourself. Hire a management or expansion consultant. These people are use to being labeled as the bad guy and have thick skin allowing them to cut through the emotional BS and capture the reality of what will help your company get to the next level. They will make their decision on professional pedigree, executive contact portfolio, who can handle themselves best in a public or panel discussion setting, who has the most desirable track record for attracting the best executive candidates and so on.

Often times companies that find themselves at this crossroad are in the process of going public which is even more of a reason to hire an expansion consultant as they will apply your business to a proven template that will yield success, if your buddy needs to be eliminated and replaced they will be able to demonstrate the reasons why with empirical data and they will give you the profile of a candidate that is ideal for his replacement.

To attract the proper replacement for a ‘C’, ‘VP’ or executive level professional you should bate them with stock and if possible pre IPO stock. Corporate shares and a solid compensation price will often get the right people through the door for an interview.

The stock should be a combination of restricted and non restricted and their acceptance of the non restricted demonstrates their intent on longevity with your company and non restricted shares demonstrate trust by you, stating that you’re willing to put a little more skin in the game in order to bring on the right talent.

A management recruiter is not typically what is needed for the above situation. A management consultant or an international expansion consulting firm can typically offer a turn-key solution to your corporate recruiting efforts as well as your expansion and IPO aspirations.

Go Public with Reverse Merger , call Princeton Corporate Solutions at 267-233-0183 Expand Your Company Into China We Can Make Global Growth Happen For Your Company

I was recently on a conference call with a new client and their accountant who insisted on meeting with me because he wanted to pre qualify me. After a few questions when I was setting up the call I could tell right away that this accountant was a pure amateur and was trying to look like the ‘big dog’ to his clients, being one who invites and enjoys confrontation I took on the meeting. I love negotiating and debating on topics in which I’m well versed so I knew this would be fun.

The call started with the accountant jumping in to take control of the conversation and asked me if I wouldn’t mind explaining what I am planning to do for this client. From beginning to end, this individual was completely out of his element as he’s never had direct contact with an IPO or Global strategies facilitator or someone with international legislative contacts to put to work on behalf of the client to expedite growth and revenues.

After my brief 30 second presentation there was silence on the other end of the line which typically means the opposing party cant intellectually formulate a response due to the sheer lack of experience in this field. So then I continued but instead of a presentation, I became concerned that I was getting involved in a project that had flees and I may need to step away if too many unqualified people were involved.

I proceeded to ask him the following questions that any consultant should ask of a person who claims to be an insider with your client. “How big is your accounting practice”…2000+ clients he boasts. My next question was “Wow! Great then please give me the breakdown of the inter-client base strategic partnerships you have created on behalf of this client to speed up their growth and increase their revenues?” He couldn’t respond because he didn’t know what strategic alliances were. I continued, being that this company has been trying to raise capital for over a year, with 2,000 clients obviously you have access to accredited investors, how much money have you raised and what SEC approved vehicle did you use to distribute shares for equity?” again, there was silence on the other end of the line. This was the way the entire call went which demonstrated to my client that they will obviously have to break out of that relationship for and experienced accounting firm who understands how to work with clients in expansion mode.

When you hire an accountant to do the books for your company, of course you want to make sure that they can perform the general tasks of numbers but you also need to evaluate their current client base and their track record for setting up partnerships between their clients? An accountant who doesn’t network his client base isn’t worth the fee. In this economic environment you need to choose your accounting professionals based off of strict criteria.

You don’t need a number cruncher. You need a number crunching networking executive with a strong and influential contact base to set up round table meetings, make introductions and help grow your company. Anyone with a general comprehension of tax law, book keeping and QuickBooks can be an accountant but few are able to facilitate all the additional services needed for an expanding corporation. You should pick an accounting firm based off of 10% expertise, 30% fees and 60% contacts and track record for helping expanding companies. Don’t settle for anything less.

Go Public with Reverse Merger , call Princeton Corporate Solutions at 267-233-0183 Expand Your Company Into China We Can Make Global Growth Happen For Your Company

With legions of halfwit, template loving business plan wannabe writers polluting the web it’s no mystery that companies are having a tough time getting funding. It use to be that when a company was ready to get down to business for serious expansion they would call a consultant that would help them bring all the pieces together in a strategic fashion and then this consultant would take their extended industry knowledge in combination with the unique concepts of the client’s business and he would author a business plan.

This business plan would include everything that the venture capital firms, angel investors, private investors and institutional lenders would need in order to make a quick, no nonsense decision about whether to fund the company and how much equity they would get in return.

Today with the cancerous cloud of predatory consultants seeking out startup business prey to suck dry that businesses are too broke and exhausted to move forward with a solid consultant after they have been through the costly obstacle course and fun house of mirrors set up by wannabe consultants who reel in their prey with a few big words and industry terms and at the end of the day, they are going to put your business plan together with some cracked template software that spits out overly generalized business plans that receive laughs and snickers before being tossed in the trash by investors and venture capital firms.

If you want a real business plan, call a consultant that is completely submerged in the venture capital industry and has experience with plugging businesses into the capital machine. An consultant will first give you a consultation so he can assist in any corporate structuring or turnaround issues that need attention before the business plan is together. After the company’s structure is complete with executives, solid management, strategic partners, advisory board and board of directors, there is still one more thing to do before the business plan. You must decide what mechanism you’re going to use to raise capital. Are you seeking debt or equity investment or both, how much equity you will give away for the amount of cash you’re seeking. How many shares does your corporation currently have and so on. You’ll most likely need to put together a private placement or consider taking your company public on the otcbb. After all this is done then it’s time to write the business plan.

Don’t shoot yourself in the foot, don’t write the business plan yourself, when you’ve found a consultant, here are the topics that should be covered in the business plan (this knowledge will help you audit their work before you even hire them). The table of contents should read, at a minimum, like this: executive summary with objectives, keys to success and strategic advantages; Market, Market: Growth and Development Analysis with Industry Analysis and Location Based Services; Current company position with Company overview and vision, key successes to date, technical achievements and commercial position, include info about your technology platform. Talk about your management team, product and services offering, competition, market entry/ Five Forces Analysis, barriers to market entry, comparable business model, target market needs, target market characteristics, market demand drivers, PEST analysis, SWOT analysis, marketing implementation and strategy overview and tactical components, process development map, financial model and projections.

There you have it, the process to follow before the business plan is written and the concepts to be covered in the business plan so that you get the attention you need from investors and the money you deserve for your business.

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So many companies dream of going public both as a growth and exit strategy but unfortunately few succeed with this process. The third party audit, sponsoring of the S1 and 211 by a market maker and SEC comments stage is just one of the obstacles involved with taking a company public. The attempt at going public and actually achieving a symbol are two entirely different things and if you are lucky enough to achieve a symbol there’s a completely separate area of expertise needed to keep your stock trading and to preserve a company’s longevity in the marketplace.

Here are some things you need to keep in mind when gearing up to take your company public. Forget everything that you’ve read and heard and pay attention to what you’re about to read because this is the straight forward, objective reality of the process. First, do not hire an attorney to take you public as they will take you on a long drawn out process to get as many billable hours as possible, instead, hire a consulting firm whose sole business model is to take companies public and take advantage of the relationships that they have with attorneys. This is the first rule: hire a consulting firm that offers a complete A to Z turn-key solution for taking a company through the process of going public, achieving a symbol and preserving the trade with a solid, ongoing post public investor relations strategy.

Next, when you’ve decided on a consulting firm evaluate their team, don’t ask for references to call to research their track record, better yet, ask for symbols of previous clients and links to the Edgar database to check out current deals in the comments stage. The proof is in the empirical track record, not potentially fraudulent phone references that are easily engineered and BS.

Now look at their team. Make sure that the consulting group has a solid legal team, market makers, investor relations team, auditing group and someone well versed in the comments stage response as this can be one of the major hang-ups in achieving your symbol in a timely manner. Also, most important, they absolutely MUST have a solid group of investors to fund the process for equity and to sell their shares into the marketplace post public to create a market for your stock as well as a network of market makers familiar with your deal to piggyback off of the sponsoring market maker’s 211.

About one month away from symbol achievement you’ll want to meet with your consultants to get a solid IR strategy together for a big offering dbut. You will want to set up a strategy for 30 day IR intensives every other month with general corporate publicity strategies in between. I suggest changing your IR firm each quarter to keep it fresh and open up your trade to a new network of investors.

One special note to consider is that when you are raising your initial round of capital from seed investors, the fastest way to do this is to have a fist full of contracts and purchase orders in hand to strengthen your position and publicize this reality with an arsenal of press releases. Its 100 times easier to raise capital if you are showing seed investors a handful of ‘soon to be’ cash than to solicit them empty handed.

Obviously there are a multitude of other issues that you need to take into consideration when going public so find a consulting firm that can help you make it happen. Don’t try to venture out into these waters on your own as you’ll be diving into shark infested waters and you’ll almost certainly fail.

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For real estate investors, there are two things that are always in short supply regardless of the ups and downs in the economy: capital and quality inventory. Most investors that I have worked with not only need capital but strategies to go after capital that is not issued based solely on a credit score. Even if a real estate investor has good credit they still have the obstacle of too many inquires and too many open loans on their credit report and funding sources are spooked by these distractions and turn the applicant down even though all of their loans are current and they have a solid FICO.

If the above describes you or if you have limited or poor credit and you’re a serious real estate investor, here is how to get all the capital you’ll ever need. First put a solid strategy together. Start with your company infrastructure. Organize your company with a CEO, CFO, Board of Directors etc. After you’ve done this you want to set up your inter-industry strategic alliances which should be composed of other investors, bird dogs, electricians, roofers, general contractors etc. You want each of these alliances to have a purpose. They should be a portal for industry niche knowledge and consultation and also referral hubs. Let each of your alliances know exactly what type of investments you’re looking for and as they are sending you referrals, reciprocate by issuing them work in whatever specialty they are in.

Next you want to have a solid business plan written for your company (don’t write this yourself, have a professional do it for you) that spells out the intricacies of your company, your alliances, your accomplishments and goals. Paint a picture of success and strength.

Next you need a mechanism for accepting investment capital so you’ll need a Private Placement Memorandum. This document package gives a technical breakdown of your investment opportunity and spells out the risks and advantages in detail to keep you from getting sued by investors down the road. This memorandum takes advantage of SEC Regulation D Rule Exemptions 504, 505 or 506. A PPM is the minimum requirement dictated by the SEC for accepting capital from accredited and non accredited investment sources. Real investors will demand an PPM anyway so it’s good to have it done beforehand.

Now that your company is properly structured, you have a solid board of directors and alliances; your business plan is well written and to the point, you have a solid outlet for accepting capital from investors, you are now ready for capital. Your best bet is to go back to the company who wrote your business plan and private placement memorandum and use their ‘investor finder’ service. Legitimate corporate consultants who write technical documents will also stand behind their work by assisting their clients in finding investors. One solid strategy for getting access to capital quickly and easily is to have your Investor Finder forward go through their database and email individual and institutional funding sources.

When you are contacted by these investment sources, give them the option to invest in your company using the PPM (which will give you a fund in which you will be able to rehab real estate, buy at auctions etc). You will also want to give them the option of investing in a ‘per deal’ scenario. Allow them the option to also (or only) invest in particular transactions with you so when you get a deal, with a solid investor finder service, you’ll eventually have 100+ solid investors to go to for quick capital on particular transactions that go above what your PPM fund can handle.

There you have it, a strategy that works 100% of the time for real estate investors globally. Your best bet, to make sure that you do this properly, is to hire a consultant that can set up this process for you. Cheers to your success!

Do You Need Massive IR or Want To Take Your Company Public that will put your stock price through the roof? Call Princeton Corporate Solutions at 267-233-0183 Taking Your Company Public and Stock awareness was never so easy.

If you own or run a company that is trying to raise capital in the current economic conditions you’ve undoubtedly been challenged by the limited funds available. Investors are more difficult to find and the individuals that are actually willing to part with their cash are even tougher to find. You’ve talked to friends, family members, your cpa and your attorney but trying to get them to invest is like drawing blood from a stone, it’s just not happening.

There is an easier way. Most broker dealers and market makers have an emergency number in their Rolodex that reads “Investor Finder”, these specialist consultants are brought in when there is nowhere else to turn for cash. A true Investor Finder has 1,000′s of investor contacts that they can call on to get funding for their clients and are constantly using online viral strategies to attract more investors to their database.

An investor finder usually is not a licensed securities broker/agent or attorney; instead they are traditionally consultants that are active in the investment banking facilitation aspect of the industry. Being that they are not licensed they do not accept equity payments or percentages; instead they work on a flat fee basis.

A good consultant in this genre can bring in 30 to 70 real investors per day and it’s up to the client to sell the opportunity from there. A typical lead from an investor finder will be an investor or investment firm that is responding to the consultant’s opportunity introduction email or snail mail mailing, they have read about the opportunity and they respond one of two ways, either they are calling into a phone room to be screened and qualified or they are contacting the client directly.

Many times the investor doesn’t know that they are part of the “finder’s” database but do recall signing up to receive investment opportunity updates, so either way the investor is solid and active. If you are trying to raise capital and need real results quickly and can’t afford to waste time begging for cash, you need to seek out a qualified Investor Finder consultant and make your fund-raising efforts fast and easy.

Do You Need Massive Investor Relations that will put your stock price through the roof? Call Princeton Corporate Solutions at 267-233-0183 Taking Your Company Public and Stock awareness was never so easy.