Take Your Company Public OTCBB: A Must Read Before You Do Anything!

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.

It’s better to pay 100k in a few easy installments than to pay millions in stock that will only be liquidated after the IPO which will completely obliterate your stock price and almost certainly ruin your company’s chances of success. It baffles me to see the scenarios that uninformed company owners accept. Currently there is a company that is promoting all over Google Adwords that they will take your company public for $25k and after a month of talking to the company, when you finally agree to use them they break the bad news that they are not going to charge you $25k or anything even close to that, they are, in fact, going to charge you $125k upfront, plus $10k to $20k for your initial SEC audit and on top of all of that they are going to take 30% of your company! It’s shocking but this group of consultants, because of their extensive advertising, has no problem bringing in clients and turning the tables on them at the last minute and sadly, because the client is uninformed, they accept the contract and pay the fees.

If you are going to give up any amount of equity in exchange for the process of going public, it should be with a licensed broker dealer and there should be zero out of pocket expenses from you. Your broker dealer should pay for the SEC audit, S-1 filing, SEC approval, FINRA approval, Symbol achievement and ongoing investor relations to keep your stock price solid. Unless your broker dealer is doing all of this, you need to find a new, full service broker.

Keep in mind, each consulting firm you talk to will give you a million reasons as to why their fee structure and process is the best but here are some comparable facts so that you can make the right decision on how to proceed. First of all, if you get an emotional consultant that acts like he is excited about your project and ‘can’t wait to get started’ this is bogus and you should walk away. The best consultants keep clients at arm’s length and never get emotional because it clouds the process and makes them ineffective. Besides, if they are acting so excited about your company it’s probably because they are trying to convince you of their legitimacy that won’t stand on its own merit.

Next you want to make sure that you are getting a quote on your specific company type which includes at a minimum: corporate structuring, strategic alliance facilitation, board of directors evaluation, business plan authoring built for IPO, investor finder service, SEC audit (the should be able to give you a general idea of the cost of the audit and have a company that you can use as most consultants don’t employ an auditor on staff), S-1 filing, SEC approval, FINRA approval, symbol achievement, market maker or broker dealer relationship/contract setup and investor relations for long term success.

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

Attention Investors: How To Make Double Your Money Investing in Pre IPO Companies

Those who are able to achieve higher yields on their investments typically don\’t have a broker and don\’t listen to the advice of a financial planner. After all, if either of them knew what they were talking about they wouldn\’t be hustling others into allowing them to learn the trade game off of other people\’s money.

The reality is the few that have gained a comprehension for seeking out and getting involved with trades that open the floodgates to massive profits use their own money and operate as part of a small, tight knit group. The members of this \’group\’ always have their feelers out like tentacles sucking up and analyzing potential transactions, immediately looking for strategic elements and immediately dumping 99% as they don\’t meet the criteria.

Two major components that professional investors who use their own money and are able to consistently pick winning transactions are companies that are in merger and/or acquisition mode and companies that are seeking seed capital specifically to go public.

Let\’s focus on the latter. Companies seeking seed capital to go public are often financially viable companies with modest liquidity but are taking on seed investors so that they can meet the SEC minimum criteria of having 40 investors on the books to qualify for going public. Investors that are able to, literally, make millions per transaction have a way of getting into these opportunities by connecting with consultants who take companies public.

If you are able to get involved with these consulting firms and if you have some capital to designate as a seed investor, you can literally be placed in 4,5 or even 6+ pre IPO investments per year. When you are one of the 40 investors in a pre public OTCBB corporation you are usually investing seed capital at a fraction of the future public price by way of DPO (Direct Public Offering). The difference between what you pay for the seed stock and what the company charges per share when public is the profit.

It isn\’t at all out of the ordinary to buy seed stock at 50 cents and have that stock gain in value of $1.00 to $1.50 when the company goes public and yes, you just made 50 cents to $1.00 net profit on each share. The great thing is you can often invest as a seed investor with as little as $5,000 to $10,000. If you have more capital you can spread it out over multiple pre-IPO opportunities. Seek out the pre- public companies and make a fortune!

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!

You Need Power Factor Correction and TVSS Do Not Save Energy

In today\’s energy climate more and more people have become motivated to accomplish what they can to become more energy efficient to conserve energy and money. Regrettably this same climate has encouraged some to take advantage of innocent consumers\’ desires to save energy and reduce operating expenses.

Vendors that advertise power factor improvement (kVAR correction) and transient voltage suppression to save energy are a good case in point of this bad trend. Recently we are seeing more and more of these businesses cropping up and we believe it is time to set the record straight.

First off, transient voltage surge suppression (TVSS) plays an important part in improving power quality to guard sensitive equipment inside a facility. However, TVSS does not save energy. TVSS\’s are barely active an infinitesimal portion of a second to defend against voltage surges which only last for less than a millisecond. To actually decrease energy use the TVSS would need to essentially cut power consumption for an extended amount of time which is not what they are designed to do. Again, TVSS is essential to protect susceptible electrical equipment but consumers should steer clear of vendors promising, or even guaranteeing, a reduction in energy consumption.

And what about salespeople who maintain that increasing power factor will save 15% or 20% or 30% of energy consumption and resultant costs? This is false but also a bit trickier.

For homes, power factor correction does zero to save energy because the average home already has an average power factor of approximately 0.97 which is nearly the perfect power factor of 1 or unity. Additionally, the unit (called a capacitor) is installed at the homes main circuit breaker. According to IEEE 5.5.3.3 capacitors must be located at or near the individual inductive motor loads to decrease power system losses by reducing heat and distribution losses known as I2R losses.

So what about commercial and industrial facilities looking to use power factor correction to shrink energy expenditures? It is completely appropriate for a business that is incurring penalties or a kVA billing structure from the utility company to improve the facility\’s overall power factor by installing a capacitor bank at the main electrical service entrance or individual capacitors at or near the particular motor loads. Doing so will do away with the power factor penalties and/or reduce the kVA demand charges on the electric bill which can save considerable money and provide a significant ROI on the investment.

But what about power factor correction reducing kWh consumption? IEEE also tells us that at most I2R losses only account for 2 to 5% of the total load in a facility. Simple arithmetic tells us that it would be in opposition to the laws of physics to obtain the 15% to 30% energy reduction claimed by some vendors. Consider it. Even if your facility had 5% distribution losses and you could correct 100% of the predicament via power factor correction at every load (which can\’t be done) you would still save no more than 5% at most. No where close to the claims of some capacitor reps and manufacturers.

All that said, power factor correction when done appropriately will eliminate utility penalties and kVA demand charges, improve facility power quality, increase electrical system capacity, and save a modicum of energy when applied at the proper motor loads in an industrial facility.

So make an investment in transient voltage surge suppression and power factor correction when appropriate and necessary. But caveat emptor!

Save Money On Your Company\’s Energy Bill, visit Energy Edge Technologies site for strategies on saving a tremendous amount of capital on your Corporate Energy Bill or call 888-729-5722 Ext. 100.

Take Your Business Public: Here Is The Process

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.

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

Real Estate Investors: You Must Read This!

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!

Need Real Estate Partners and Funding?Need A Corporate Consultant?, call Princeton Corporate Solutions at 267-233-0183We Can Transform Your Business

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