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Monday, December 21, 2009

Private Placement Memorandum Funding

By James Scott

With the plummet of the economy and banks holding on to the bailout money they were supposed to be lending that was meant to stimulate the economy, the entrepreneurs are once again, thrown to the wolves.

Now there are wanna be consultants popping up on the web who are reselling private placement memorandum authoring services. It's unbelievable to think that a company will spend $5,000 to $20,000 with an absolute amateur who doesn't know the first thing about a PPM or the legalities of this document that can lead to the client getting sued by investors down the road.

Who is looking out for the client? Sadly, no one seems to be looking past the almighty dollar and actually trying to help the entrepreneur succeed in raising the capital they need to grow their business which will lead to job creation and stimulating the economy. If you're a business that's trying to raise capital here is some advice on how to prequalify an Offering Memorandum service to find out if they are truly the author of your document or if they are simply using a template that will get you burned down the road or if they are simply taking your money and outsourcing the service to another group that has no real compression of this intricate document.

Ask them, in a stealthy way, to define these basic terms that are simple for anyone that does this for a living. What are Blue Sky Laws and how does that affect you when you're raising capital? What is and do they include a complete state legend with your PPM? What is the difference between accredited and non accredited investors and how many of each can be used with each of the 3 types of Offering Memorandums?

What type of solicitation laws does the SEC have in place for a company that is fund raising with a Regulation D Exemption? How can you prepare for due diligence before the PPM is completed and in the hands of investors? These are just some of the most basic questions that will give you a feel for how well the consultant you are speaking to truly knows this industry. Always get all your questions answered before going with a consultant in this industry. Never go with a pushy consultant and always remember, the best Regulation D (PPM) consultants will answer all your questions without up sells or 'hurry up because this is a limited time offer' mentality. The SEC created Regulation D exemptions (PPM) to help companies raise capital in a streamlined, simple way and this is an incredible method for any business to raise a little or a lot of money. Find the right consultant that includes everything in one, cost effective bundle and you're on your way to getting the cash you need for your expansion objectives. - 23211

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Private Placement Memorandum and OTCBB: Get More Investors Than You Can Handle, Easily

By James Scott

If you are trying to raise capital with a PPM or public entity like OTCBB you need to understand the mind of the investor. After the business plan sells the investor on the business concept you need to sell them on you and your executive staff. You need to stack your executive positions with professionals with a proven track record of success and possess a solid reputation in the industry. You must paint the picture for investors that your business is run by the who's who in your industry and this pedigree is demonstrated by your education, degree, grades in college, professional organizations of which you have been and are currently a member, advisory board positions with other corporate organizations, a track record of setting up and maintaining strategic alliances, networking contacts and more.

When an investor looks at your human resource list on your PPM, business plan or public offering docs it needs to scream power, authority and confidence. Each individual that you place on your advisory board must have a massive contribution other than 'advice'. Advisors should be able to prove their ability to assist in crucial decisions, connect your company with strategic partners and help you get to the next level.

Your legal counsel and CPA should be well known organizations with a long list of successful, well known organizations on their client roster and they should have a lot more to offer your company than just their fee based services. Again, these organizations should be able to set you up with partnerships that will help grow your business. As far as corporate awareness you must include a publicist. The publicist that you choose must be well versed in their comprehension of your industry genre.

They must be able to take your company and get you in front of the proper audience that is conducive to enhancing your growth potential. They must be able to demonstrate their knowledge of viral online marketing as well as traditional means of radio, TV and article promotion. They should be able to reach into their contact list and set you up with one interview after another targeting your specific audience.

These are just a few things to take into consideration when you jump on the fund raising trail. Every individual you have listed on your docs must be able to pass due diligence and have the appeal that reaches into the 'comfort' zone portion of the investor's mind. - 23211

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Is Your Company Going Public? Grow Quicker With Good Publicity

By James Scott

As a publicist, I can't help but laugh when I turn on the television to see an author on a talk show telling the audience about their book or flip on the radio in my car and hear the morning DJ interviewing a self proclaimed expert of some new weight loss program where you can lose 500 pounds in 48 hours.

I laugh not because of the content but because I know how much they had to pay a publicist to get that interview. I know that all the questions are predetermined and that the publicist who convinced this individual that TV and radio were the only way to get in front of the public is living in the'70's and can't seem to adjust to the new concepts of massive publicity for pennies and the young, hip publicists that have transformed the process of gaining publicity overnight.

Sorry to offend any publicists out there but I'm going to tell the public a little secret. If you are seeking massive explosions of publicity for your business, book, musical act or future celebrity, there is a process that will blast your 'brand' to 10,000,000's overnight. There is a process that will put your brand in front of your target market in hours, not weeks. There is no waiting on approval from a television network or radio channel.

That secret process is a combination on online video distribution, press releases, article marketing, social book marketing, blogs and a few other online media distribution combination that will take your brand campaign from 0 mph to 100mph overnight. When you are interviewing publicists or brand recognition marketing specialist keep this in mind, any publicist can get you on TV or the radio with a couple calls since both of these media genres are constantly in need of content and truth be told, the results you'll get are very minimal from these to publicity mediums.

The central questioning of your interview should be quizzing them on their online media campaigns and viral media expertise. Don't spend a dime until they've convinced you that their online strategies are on the cutting edge and cost effective. Online marketing strategies can literally have the internet screaming your name in hours. - 23211

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Easily Take Any Company Public, Less Than $45,000 Down!

By James Scott

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. - 23211

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Want To Take Your Company Public: The Machiavellian Method of Fund Raising...Get Ready!

By James Scott

The psychological profile of business proprietors and entrepreneurs in general boasts the critical 'Risk Taker' element which allows one to take the leap from the financial security of a 9 - 5 job to the dicey waters of action based, success based income generation meaning: No Sales = No Money and No Food.

Many of these risk takers function within the realm of right brain communicative as opposed to left brain analytical which passes over the critical detail oriented solutions that are mandatory for raising capital. It is crucial for someone of this profile to hire a professional to come in and cross the t's and dot the i's in preparation for corporate fundraising efforts. After this is facilitated the entrepreneur needs to prepare mentally and emotionally for the turbulent road ahead.

Raising capital is no easy task and after the company is properly structured and you have an investor finder service, market maker or broker dealer in place to sell or promote your funding cause, you must step back, take a deep breath and prepare yourself mentally and emotionally. This preparation should start with the concept of 'objectivity' when you talk to investors, some will love your business model while others see an investment in your company as a waste of time. You must take these critiques, good and bad with a grain of salt. Don't get caught up in the habit of emotionally reacting to these ideas from outside sources, don't allow your mind to attach itself to an investor's idea of your company or it will drive you insane and you'll find that these emotional ups and downs will find their way home as your family will quickly be affected by your emotional fluctuation.

The second thing you must do is read and absorb the knowledge in such books as "The 48 Laws of Power" and "The 33 Strategies of War" by Robert Greene and of course "The Art of War" by Sun Tzu. These books deal with strategy that can easily be translated into the business world and can help you prepare mentally for the art of fundraising. Read these books cover to cover and then read them again. Absorb the intricacies and strategies that these books offer and make it a point to use these concepts in your daily professional life; believe me, you'll be glad you did.

The next thing you want to do is to study great strategists like Napoleon and Machiavelli. One thing that you will realize almost instantly is that these investors are out for their own gain, period (Why wouldn't they?). They will try to attract your attention with the right hand while their left hand is reaching in your financial records looking for chinks in your corporate armor to make their case for more equity for less investment. You need to be able to analyze, not just the words of the investor but also all the other elements of their expression such as: intonation, facial gestures, eye movement, standing and sitting positions and other 'tells' that can give you an insight to what they are truly trying to communicate so you can anticipate their next move. These are just a few things to consider before entering the world of venture capital. Raising money for a business is a daunting task only to the unprepared. - 23211

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