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Growing your company sales by adding promotional and sales agents and increasing your marketing exposure is an obvious way to beef up revenues but few companies consider the virtually instantaneous power of strategic alliances. Creating strategic partnerships with ‘would be’ rivals and companies that cater to your business genre can help you rapidly take possession of your market.

If you are a printer, team up with brochure designers, ink and paper distributors, advertising firms and print solution resellers. If you are a solar panel technology company then team up with corporations who have government grants for research and development and other alternative energy groups such as wind energy turbine technology firms, Department of Energy contractors etc. By teaming up with other companies and combining resources. You can stimulate growth in every area of your business. Look at each individual product and service you offer.

Now think of other companies who you can team up with to share resources. Make sure you create win/win opportunities for everyone involved as this is the only way to truly take advantage of this type of partnership. Don’t look at this concept as leaching off of other company’s resources, to the contrary, carefully researched and structured alliances will transform the here and now as well as future business of all parties involved. Strategic alliances will also enhance your appeal as an ‘invest-able’ business to venture capital firms and angel investors.

Think about it. You have a carefully constructed and managed corporate infrastructure. You’ve taken the steps to make sure that each of your ‘C’ level executives has been promoted as the ‘who’s who’ in the industry to speed up investor due diligence and increase customer confidence. You’ve carefully selected a board of directors that will effectively and actively guide you through the turbulent industry environment with their proven track record of success. And you’ve even initiated and solidified powerful partnerships that enhance your business concept and strengthen the longevity of your company.

You are now ready for expansion, investors, venture capital firms, taking your company public, attracting a professional CEO or CFO and practically anything your company is setting out to do.

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

Are you taking your company public? Here is what you need to know. Disclosure Obligations: “If my company becomes “public,” what are its disclosure obligations?”

The Securities Exchange Act of 1934 requires a company to file certain periodic reports once its registration statement has been declared effective. This obligation continues indefinitely unless:

At the beginning of any subsequent fiscal year, the class of securities offered is held of record by less than 300 persons; or

At the beginning of any subsequent fiscal year (except the two fiscal years immediately succeeding the year the registration statement became effective), all securities offered are held of record by less than 500 persons and the issuer has had less than $5 million in total assets for each of its last three fiscal years.

In these cases, the reporting obligation may be suspended. Otherwise, a company must continuously disclose certain information about:

Its operations; Its officers, directors, and certain shareholders (including salary, various fringe benefits, and inside transactions between the company and management); The financial condition of the business (including audited financial statements by an independent certified public accountant); The Public Company Accounting Oversight Board (or PCAOB) (sometimes called “Peekaboo”) is a private-sector, non-profit corporation created by the Sarbanes-Oxley Act, a 2002 United States federal law, to oversee the auditors of public companies. Its competitive position, material terms of certain contracts or lease agreements; acquisitions and mergers, creation of certain financial obligations, and material impairment of assets; unregistered sales of equity securities; changes in its accountant; and changes in its board of directors and management;

In addition, a company must promptly disclose to the public any information that would be considered important to its present or prospective stockholders.

All companies with total assets exceeding $5 million and a class of equity securities held by 500 or more persons are required by the Securities Exchange Act of 1934 to file the same supplementary, periodic, and current reports as noted above. Companies with these characteristics must also comply with the Commission’s proxy rules if proxies are solicited from holders of its securities. In such a case, the company must furnish all shareholders proxy statements disclosing all material facts concerning matters on which they are being asked to vote. If the proxy solicitation by management relates to an annual meeting at which directors are to be elected, the Commission’s proxy rules also require the company to furnish each shareholder an annual report disclosing certain information about the company, including audited financial statements for its latest fiscal year.

Exemptions

The Securities Act of 1933 provides several exemptions from the registration requirements; the most common are discussed below. Nonetheless, purchases or sales of securities (even in exempt transactions) are subject to the antifraud provisions of the federal securities laws. This means that issuers are responsible for false or misleading statements (whether oral or written) which may be redressed through private or government legal action, including criminal sanctions. Also, if all conditions of the exemptions discussed below are not met, purchasers may seek to have their purchase price refunded. In addition, the fact that an offending may be exempt from certain provisions of the federal securities laws does not necessarily mean that it is exempt from the notice and filing obligations of various state laws.

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

Entrepreneurs are being turned onto Regulation D in droves. Regulation D Rule 504, 505 and 506 allow companies a more lenient fund raising process than those who choose to go public by other means. In the past year I’ve seen more PPM consultants pop up on the internet than ever before and I have to admit I’m concerned. As a veteran in this field I’ve seen it all, now we have a legion of self proclaimed Reg. D gurus who buy templates, add some text and tell their clients that they are delivering a customized offering memorandum; here’s where things go bad and a difficult situation gets even worse. You have this worthless document, now what?

You need to gain the confidence and capital of accredited investors without soliciting as dictated in Regulation D Rule 502c. Now you have a worthless document that you can’t solicit investment capital for (which your guru consultant never told you but took your cash anyway) so how are you suppose to raise funds for your company? First, you’ll find that you’ll eventually need to make your way to an actual PPM author, not a broker so that you can get a PPM that protects you from lawsuits and gives the investor a real breakdown of the upside and downside of your business.

Next you’ll need to find a “Investor Finder”, yes this is an actual term for an individual or corporate entity that is completely submerged in the accredited investor realm and is able to match your opportunity with friends that he/she has in their database of real, accredited investors. This is the second half of the PPM equation.

Don’t kid yourself and don’t allow yourself to be lied to; you’re going to need a seasoned professional to help introduce you to investors that have the capital to help you get to where you need to be. Friends, family and employees will commit to investing in your company until your PPM is completed and it’s time to make good on their commitment; all of a sudden little Johnny needs braces and Sally is in the hospital with pneumonia, this happens all the time. Now what? With a real Private Placement Memorandum and a solid Investor Finder you’re problems are basically over. Investigate where the author and I.F. stand in the Internet public domain and after you find a company that meets your needs, get moving and start raising capital.

The internet tells all when it comes to reputations, you’ll be able to tell the difference between a seasoned veteran and a startup consultant after on Google Search and a phone call. A PPM can make raising capital quick and easy if you have the right firm in your corner.

Private Placement Memorandum, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Private Placement Memorandum authoring and the process of taking one’s company public are services that require extensive experience and the ability to look at a deal objectively and peripherally to evaluate all the angles to enhance the ability of the client to achieve funding in a timely manner.

Many times, when I’m hired to structure a company before funding, they will be under the impression that my evaluation is a mere formality and they are ready to go. Often I’m the bearer of bad news when I have to break it to the client that their company has more holes than Swiss cheese and 30 to 60 days away from starting the fund raising process.

They will often get a second and then third opinion and usually run into the same thing before they eventually find their way back to our firm. As they call around to consulting firms they perpetually experience the ‘hard sell’ by firms who ‘need’ the business because they lack the rewards and referrals that come with cultivating each client relationship because they take on and spit out deals so fast they hardly remember their client’s name during the transaction.

This mentality dominates the larger firms because of their gargantuan overhead while the boutique firms can take a more personal approach because they have a steady flow of business and referrals because they are not stressed about bringing in the next big deal so they can meet payroll and keep their lights on. The smaller companies that focus on turnaround consulting, private placement memorandum authoring, top tier business plan writing and taking companies public usually take a one on one approach to the consulting process and will rarely pressure clients to sign on because their phone is ringing off the hook with previous clients who want to hire them for the next stage in the evolution of their company’s growth.

This business is all about relationships. Ditch the consultant that applies the high pressure sales tactics and seek out the smaller, more personalized groups that don’t ‘need’ your business but will cultivate and value it.

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

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 fundraising efforts fast and easy.

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

As the economy worsens and banks continue to crash and the US dollar is losing its place as the world currency American entrepreneurs need alternative funding solutions that cater to ongoing capital needs that take advantage of the international finance stage as opposed to domestic institutional lenders.

Many companies, for the first time, are considering going public as a viable option but where does one start on this trek? How much does it cost? What type of lawyer and consultants do I need? Who sells my stock? Etc.

The reality is, going public is fairly straight forward if you have a product or service that lends itself to an invest-able option to global financiers. The process of a start-up or small/medium size business going public usually begins with the basic business plan (50 to 100+ pages in length) and a Private Placement Memorandum (Regulation D Rule Exemptions 504, 505 or 506).

The company would then do an initial round of funding with accredited investors with a mini/maxi built into the offering circular that makes it possible to reach a simple benchmark that would allow the company to start using the investment cash for growth via public offering using OTCBB (over the counter bulletin boards); this is the quickest and cheapest way to go public being that 99.9% of companies don’t have the liquidity and time in business to qualify for an IPO. There are several things that a company can do to make your capital raise a pleasure and not a nightmare. Start with a solid market maker that will commit to putting forth a dominating effort to sell your shares. The next thing you need to do is put a face and a voice to the company. Hire a publicist and pick an executive, usually the CEO or CFO, set up, daily interviews on radio and TV to promote the company and as you do this you will begin to see instant results. Another thing is to send out articles and press releases focusing on every single positive point, contract and strategic partners, feed that publicity machine. Branding is another powerful aspect to raising capital. Make your brand and image something that people see on online and in magazines. A solid publicist will do wonders for you. Get your press releases going on the wire to broker dealers and market makers and other stock promoters.

Fund raising has been complicated by unethical companies that are looking to create capitalization angles for themselves whether they are the business raising capital or the broker dealer buying and selling their stock. Done honestly, there is no reason a company with a viable business concept can’t be successful in raising capital quickly and easily being sold on the public market.

Take Your Company Public, the easy way Call Princeton Corporate Solutions at 267-233-0183 PPM, OTCBB or IPO fund raising is easy with the right consultant.

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.

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

Why throw gobs of cash at a publicist with outrageous fees to get you a tiny insignificant article in a newspaper or magazine rag when you can literally become an industry niche sensation overnight using a carefully constructed video and a handful of long tail industry specific keywords?

Old school publicists have become that’72 bowling ally loitering, disco dancing reject while a new breed of publicists have stepped in and transformed the industry from paper, to cyberspace in only a few short years. Why traditional publicists have been adjusting that pathetic comb over hairstyle, young and aggressive publicists have been creating publicity techniques that deliver results in 24 to 48 hours as opposed to 6 to 8 weeks and as far as results, there is no comparison.

Online marketing and publicity techniques such as creative video submission, if done properly can transform the direction of a failing company to “THE” industry powerhouse almost instantly by loading the video with solid, well thought out descriptions and targeted long tail keyword tags. A publicist who understand the concept of pure video publicity can tailor a campaign that can outperform any traditional publicity technique ever devised by the good ole’ boy networks who overcharge and under deliver for their clients.

Video marketing can stretch past the tiny geographic proximity of a city, across state lines and into international territory. Publicists that specialize in video marketing and other online methods used in strategic combination with one another, will have the client dominating every aspect of their industry niche.

Targeted video promotion by the Web 2.0 type publicists translates into instant client results that build stronger client relations and can transform the future of any company in any industry. Publicity marketing will always offer a turn-key solution to massive amounts of traffic, branding, marketing exposure and all the bells and whistles of a dozen traditional publicity firms.

Want to work with a REAL Publicity Marketing, firm? Call Princeton Corporate Solutions at 267-233-0183 to feel the power of real Internet Publicity you can count on.

If you’re seeking the services of a consultant you’re most likely in need of corporate structuring or a strategic company turnaround for a capital raise or to go public. Hiring the right consultant is crucial if you are going to succeed with your venture.

Your consultant should, obviously, have the knowhow and track record for succeeding in fine tuning companies to cater to what industry investors are seeking but they must also possess the contact base to streamline the process so that you don’t lose time to gain that stealthy edge over your competitors who are attempting to do the same thing.

Your consultant should maintain an active database that acts as his ’special forces’ munitions arsenal of 10,000’s of real, viable contacts in scores of industries so that he can assist you in even the most mundane, minute aspects of your strategy with solid corporate alliances and contacts that will make your venture stand out like a beacon of light in your industry that beams its florescent light in the windows of potential clients, partners, contractors and anyone else that can assist your company in achieving its desired ambitions. Your consultant will structure and categorize parts of your company that you didn’t even know existed yet are crucial to its development.

The reality is that you should have a separate group of strategic partners for every individual product and ever individual service that your company offers. For example, when I consult with companies that have, say, 10 products, my goal would be five to seven strategic partners per product for a range of fifty to seventy strategic partners that my client will work with for co-op advertising and marketing efforts, branding strategies and sales initiatives. Most companies don’t even consider this aspect to their business but it is absolutely vital.

When you find a consultant or corporate strategist that you are ready to hire, after you have thoroughly evaluated them, have an in-depth conversation about their ideas for strategic partners and how they intend on facilitating this process to help you achieve your goals.

For Corporate Consulting or Investor Finder Services, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way! We have 10,000’s of contacts!

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.

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