A direct public offering is when a company raises capital by selling its shares directly to what is referred to as affinity groups, unlike an IPO which are sold by a broker dealer to its customers and the general public through other broker dealers who have customers interested in buying shares in the company.

In IPO’s you have a firm commitment underwriting, where the underwriters promise to purchase the securities for their own account if they can not sell them to customers.

Best-effort underwriting: The underwriters do not guarantee any specific number of shares to be sold, they merely act as brokers.

In an IPO the lead underwriter is referred to as the syndicate manager, he keeps the book and invites other broker dealers to join the syndicate. In a firm commitment underwriting, an underwriter’s agreement makes members liable for any unsold securities, regardless of how much of their allotment they sold. .

In a direct public offering the company sells the shares to affinity groups; who falls in this category? Customers, suppliers, distributors, friends, family, employees and other members of the community. In a direct public offering (DPO) the company places its shares in the hands of those people who are familiar with the company and know the company’s product and management, and are most likely to hold the shares longer because they feel comfortable with the company’s prospects for the future.

Direct public offerings are considerably less expensive than IPO’s and most effective for smaller offerings, for large offerings the sales staff and customer base of a broker dealer are usually necessary.

Since the affinity group is already familiar with the company and its practices it doesn’t put pressure on the company to change the way it does business, and will remain loyal to the company because of it’s presence in the community.

DPO’s are preferable to venture capital financing because it allows the present management to execute its business plan without outside interference. When a small company turns to a single large investor they tend to surrender the freedom to make all the decisions.

In a DPO like other methods of going public today audited financial statements are required. Unlike a reverse merger you choose your shareholders and you don’t have to deal with shady, unscrupulous shell owners.

Shell owners usually keep between 5-15% of the shares outstanding and are quick to liquidate, and they do not have an interest in the well being of the company’s share price. Even if you insert a stipulation in the contract that they can not sell for a year they will find a way of shorting the stock and destroying the share price.

This makes the DPO a preferable option even for companies that don’t need financing but would like to go public.

A DPO does not always require audited financials but if you plan on going public you will need them. So you must hire an auditing firm that is “peer review” or PCAOB.

If you wish to take your company public then you must file a form S-1 with the Securities and Exchange Commission and a form 211 must be filed with FINRA.

A DPO is an alternative to an IPO or Reverse Merger for a company wishing to go public or obtain financing; it allows the company owner(s) to call the shots instead of an underwriter or a shell owner.

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.

Selling Shareholder Offering: The Key To Raising Fast Capital For Pre-Public Companies. As a consultant who has many companies public on the OTCBB (Over The Counter Bulletin Boards), consulted on even more and turned around and structured more companies I can even count, there are a few common threads inherent in all of them.

Most of the companies pursuing capital from angel investors, private investors, private equity firms or small groups of professionals looking for a quick in and out situation with rapid capitalization did three things that made all the difference in streamlining their raise.

First the executives structured their entity to attract investors which by default strengthened their corporate infrastructure. Now they are proposing investment opportunities from more of a position of strength.

Second they chose a team (in these cases they chose our consulting firm) with a proven track record of success with organizing companies for acquisition, merger and taking companies public.

The third element that is common in most successful enterprises which are seeking a first round of seed capital to fund their ‘going public’ ambitions is demonstrating confidence to the investor with a “selling shareholder offering”. Obviously this last element tests the skill of the consultants going back and forth with the SEC during the comments stage but this demonstrates confidence and organization by the company wishing to raise capital.

A ’selling shareholder offering’ tells the investor (if not purely in the initial documents then in the phone conferences leading up the a check being cut) that the company has an organized pre public and post public investor relations strategy, general corporate publicity strategy and a market maker that’s built to last (mostly the former than the later). By offering seed investors the ability for massive profitability by buying your seed shares for fifty cents with a public offering price anticipated at $2.00. What real investor would turn this down?

Offer your seed investors an ‘easy in, quick out’ funding option and watch them swarm to your offering in droves. Let these investors create your float and let your company’s performance and hardcore investor relations take care of the rest!

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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.

Want To Grow Your Company? Free Reverse Merger Info Video , call Princeton Corporate Solutions at 267-233-0183. We can also help you create Global Strategic Alliances

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.

Want To Grow Your Company? Free Reverse Merger Info Video , call Princeton Corporate Solutions at 267-233-0183. We can also help you create Global Strategic Alliances

So is business a form of warfare? If it is who are the pawns and who are the kings? Let’s look at the facts and past the 1980s clichs that chant: Greed Is Good and Business Is War as those chanting these phrases are often on the sidelines and not gifted enough to be on the field and playing and have no choice but to live vicariously through those they are jealously watching.

Everyone wants to be a player but in this industry you need a lot more than drive you need connections and capability. By connections I mean global political, global corporate, international finance and more. By capability I mean nerves of steel, the ability to bath in acid and swim with sharks and eat class for breakfast. This is one of the most stressful industries I know of with a burnout rate that is off the charts and any other global consultant that I know has struggled with their demons to stay on the top of their game. Business, by all categorical definition is War.

There are winners, losers, economies rise and economies crumble all because of global commerce. Global commerce as you know is control over the masses by an elite few. The elite are not the government officials as they themselves are pawns in a much larger game that even they don’t understand. Commerce and finance are numbers on a computer screen and fractional reserve lending, the IMF and other organizations at the end of marionette strings to impose the will of the elite on the global populace.

War in the form of economics is ongoing whereas war with guns and the military is to make a statement. Economic warfare is trade sanctions and limiting technology that will enable a developing nation to grow which will disable their industrial capabilities so that instead of a thriving economy they are dependent on the involvement by industrialized nations. With the Bretton Woods Convention in 1944 and the reconstruction of Europe and the doing away with the gold standard the above mentioned Numbers On A Screen are dictated by who holds the most economic collateral to enforce their idea of numbers.

This group of elites has the economic and military power to impose its will and enforce the idea that the numbers that they place on that screen are etched in stone and if those numbers demonstrate a Loan to a developing nation, though no actual empirical capital has been transferred, that developing nation now becomes a willing pawn in the overall game of economic warfare. So there you have it, business is indeed a form of warfare. This industry of global finance serves as the royal court while those around us are forced to play by the rules we invent and enforce.

I’m not saying that this is a good thing, I’m not exactly proud to be part of the problem but this is the awkward reality. I know you’re waiting for a happy ending or an idea that will help create a solution but I don’t have one.

When my firm is brought in as a strategist and alliance facilitator for global rollups, acquisitions, mergers and IPOs we try to create as many jobs as possible but let me ask you, by creating more jobs are we just perpetuating the problem of the masses being controlled by the few?

Get Informed with the industry’s Top Financial Blog where the industry’s power players meet. Call Princeton Corporate Solutions at 267-233-0183 if you’re interested in Taking Your Company Public or Global Expansion we can make it happen.

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.

Forget pay per click, it’s a waste of your time. crush everything in your path with viral publicity that claims power positions on the natural search results on all search engines. You must have a solid combination of mediums at use to take control of targeted keywords and industry genres.

So the next time you tell your self-proclaimed publicist or seo agent that you need publicity that will claim your position and deliver virtually instantaneous results for your company, you’ll understand why there is silence on the other end of the line…because they have no clue as to what it takes to get serious results that will rip and shred everything in your path. The powerful combination of viral publicity and massive exposure will force-feed your concept to the willing masses who are pleading with a company in your industry to step up and spoon-feed the very info that your company is offering.

Stop wasting time and money with so called ’solutions’ that don’t work. You need a publicist, investor relations specialist and SEO demigod that will take you by the hand and pave a way for your company to succeed.

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.

Are you trying to raise capital for your start-up or corporation in expansion? Have you exhausted your traditional institutional sources and hedge fund contacts? Don’t lose hope just yet! First of all, take all those pamphlets and brochures from banks and other traditional lenders that are lying all over your desk and toss them in the trash…they are absolutely useless.

Banks don’t have your company’s best interest in mind as they are hardly even staying afloat in this economy. Today’s institutional financier isn’t qualified to run a bath let alone a bank. Don’t put your future in the untested hands of a 20 something knucklehead. After you’ve tossed all that useless info in the trash, clear your head and then look at your company and ask yourself a few tough questions: Is your company invest-able? Do you and your executive staff have a pedigree that investors deem as seasoned enough to take their money and make affective use of it and not lose it? What proprietary concepts/technology/patents do you have that give you a larger market share with the proper cash infusion? What is your current capital/debt situation?

If, after pondering these questions you’ve come to the conclusion you honestly, truly have something worth pursuing then the next step is to look at the reality that your company is worthy of a public offering. Stay away from Pink Sheets and be weary of reverse mergers and in reality your company won’t qualify for the NASDAQ so the quickest way to raise public capital is the OTCBB (over the counter bulletin boards).

OTCBB is an SEC regulated platform that has a solid investor following and market makers that can effectively promote your stock to rapidly raise capital. Don’t let these difficult economic times steal your dreams of corporate prosperity and personal growth.

If you have a solid business concept, there is a way to fund it. Look into the OTCBB, it’s your best bet for an inexpensive public offering with a direct path to long term funding.

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.

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.

Now it’s time to write the PPM. Here is a warning that will most likely go in one ear and out the other but you must never choose the cheapest service for your PPM you will regret it and this is a guarantee. Investors see these documents all day everyday and they know a template when they see it. Don’t believe for a second that you will get a viable private placement memo that will actually achieve funding for anything less than $3,000; it’s just not going to happen. There is too much work involved in putting a fund-able strategy together and you’ll never find an experienced firm to do it for cheap.

The moral of the story is to first find an investor finder solution with a solid network of investors, second have this company write your business plan and private placement memorandum to fit the needs of their investor base and lastly, talk to this consultant about helping you perform a DPO (Direct Public Offering) to their group. This is what separates the men from the boys in the venture capital consulting industry.

Legitimate consultants who stand behind their work will take your PPM directly to their investor base and help you raise capital quickly. In return for this service the company may want a modest equity position in addition to their fee but it is always worth it and typically they will take the final step and have their investors pay to take your company public. This is the ultimate for any company that is seeking a long term funding solution.

Remember the order: 1. Find an investor finder 2. Have that company write your biz plan and PPM 3. Convince the firm to perform a DPO for fast funding 4. Offer some equity to sweeten the pot so that they take you public!

Want To Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Direct Public Offerings and Private Placement Memorandums the easy way!

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.

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!

In these gloomy times businesses are looking outside the box for a localized injection of economic stimulus. Banks are hording their bags of government bailout money while the small business owner is forced to fend for themselves. Nothing but doom and gloom seem to infest all aspects of present and near future financial forecasts.

There is, however, a fiscal niche being carved out as we speak by ultra aggressive and eager angel investors. Angel investors, private investors, micro ticket investment partnerships and other alternative financing groups are spearheading a global rally to buy into promising mid-size companies from all industry genres. The elements of a viable company prime for investment are solid and realistic growth potential, talented ‘who’s who’ executive staff with the right educational and professional pedigrees, minimal debt, a solid business plan laying out every minute intricacy that could affect growth, financial return and the exit strategy.

Another important document that is often overlooked but is a mandatory prerequisite for the SEC regulated exchange of cash for equity is a Private Placement Memorandum. A Private Placement Memorandum takes advantage of three powerful Regulation D Rule exemptions (Rule 504, Rule 505 and Rule 506) these are technical documents that spill the beans to the potential investor. In a PPM all the financial and industry risks are put on the table as well as stock prices, a breakdown of fund raising benchmarks and what the money will be used for etc.

A Private Placement Memorandum can be costly if you hire a law firm to custom author the package for you but there are consulting firms that will do this for as little as $5000.

If you are serious about raising money for your company you need to add a Private Placement Memorandum to your list of necessary documents to hand off to the investors in order to get the cash you need in an expedient manner.

Want to find out more about Private Placement Memorandums, then visit Princeton Corporate Solutions site on how to choose the best Offering Memorandum for your needs.