The truth is some attorneys who perform great on some public offerings are an absolute nightmare on other transactions. Some board members with a gargantuan size portfolio of contacts are worth the aggravation on some deals but on others fall flat on their face as they try to take the whole company to the ground with them. The reality is qualifying an attorney for the process of an S1 filing goes far beyond whether they’ve got time and experience under their belt. You need to ask the more difficult questions that are almost impossible to test for such as, how do they react in stressful situations? Are they open to stepping outside of their comfort zone to engage in cutting edge filing strategies to speed up the offering process? Do they help with the fundraising? Are they able to refer a PCAOB auditor and a market maker to file the 15c211? These are things that need to be addressed with your S1 attorney but are difficult to actually test beforehand.

Each lawyer is different and all I can say is sit down with them and drill them with a million different questions from a multitude of angles to test their knowledge and their patience. Watch their facial expressions, hand gestures, eye and forehead shift. Look for a bouncing leg or foot and other nervous habits and what questions did you ask to trigger this nervous twitch?

The same techniques can be used for qualifying a board member. The only way to get the best idea of whether there is a fit is to push them to the brink during the interview?

Be careful with this as many qualified professionals could easily take this challenge as disrespect and they’ll walk so don’t be rude or arrogant but with a placid look on your face and a calm voice, drill them and drill them hard.

Many consultants in this industry, myself included had to learn this lesson the hard way and took a lot of time and effort to correct the mistake of bringing on the wrong individual for the solution we were seeking. This is an extremely high stress industry and the environment is constantly at 100 degrees.

Concentrate on being calm, forward thinking, compromising on some issues and uncompromising on others, write down 10 pages of questions and when you sit down with the candidate ask all those questions and other questions that come to mind during the meeting. Test them, push them and get the right person for the job.

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I recently had the misfortune of working with (for a very short time I might add) a New Jersey lawyer who had us all convinced by her pepper gray hair and fluency of legal jargon as a second language and quick calls to what she had us convinced where big shot investors who had millions to put into this and other transactions we brought her way.

During initial negotiations she and I sat down in a coffee shop and went over her equity position and fees in the transactions that she’d be working on for us and it was pretty simple and straight forward. I would have my team organize and structure the company and transaction and she would simply file the s1 in exchange for 2% to 3% equity. Pretty nice payday for minimal work and gaining equity in an average company producing $5m+ per year.

Ah yes, but when it sounds too good to be true it is and when it seems too easy of a negotiation…it is! When she sent us the contract she felt the need to add a few percentage points to the tune of 7%, making a total of 10% equity and she also was charging an extra $10k to fill in the blanks on your prototypical PPM doc. Why did she jack up the price? Her response was, “This S1 will have comments”. I almost died laughing. Of course it’s going to have comments with the SEC, that’s why it’s called the ‘comments’ stage.

We talked her into taking 2 payments for the $10k, half upfront and half on completion but we really should have dumped her right there. She didn’t want to keep her word on that either so I paid her the last payment before the fee was due and just got rid of her.

Turns out she never filed an s1 before and her whole act was a sham. She was desperate for cash and nickled and dimed us the whole time. I laugh about it now but it wasn’t funny when it happened. We lost over a month of transaction time because she couldn’t tell the truth.

The client was going public on the OTCBB with a valuation of around $5m, her suggestion was to raise capital pre public for $1 per share because the company would have a hard time qualifying for the NASDAQ if it started at anything less than $1. This company was years away from even considering the NASDAQ as an option but her in experience and need to prolong the deal to rape us for fees was so blatant and careless that she did everything she could to add as much confusion to the deal as possible so that no one knew what was going on, therefore she got away with a lot and was able to pick our pockets for weeks before we got rid of her.

The moral of the story is this: not all attorneys are rich. The truth is, most are very modest as far as their earnings. There is too much competition these days so there are predatory lawyers out there that will lie, double talk, triple talk and run you around in circles. All the while the clock is ticking and they are billing you like it’s going out of style. Watch your back with the dead broke S1 lawyer.

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Qualify your S1 lawyer the way you would a blind, deaf, mute, quadriplegic proctologist before you go in for surgery. The fact that they can do what you’ve read in their promotional material is possible but most likely won’t happen, not that it can’t happen it’s just they can’t make it happen. Got it?

Be wary of S1 attorneys that will try to confuse you and distract you from your original goal. Let’s say it was your goal to go public on the OTCBB, the attorney who wants to take you for a ride will distract you with statements geared towards far fetched issues to scare you into submitting to their, not so far off, actions of adding fees, slicing off equity and other things of this nature. A perfect example is an attorney who gets involved with the client’s PPM share price with oppressive authority. If you’re company has a valuation of $3m they are trying to tell you to sell shares pre public for $1.00 or so which is absolutely, completely unrealistic, especially when you look at existing in the post public arena. They will tell you that at .20 cents per share pre public your pre revenue company will never have a chance to get on the NASDAQ (NASDAQ should be the furthest thing from your mind at this stage as you should be focusing on your pre public share price and post public IR). If the predator S1 lawyer sees you’re organized and have a solid comprehension of the process they will take away your confidence in those around you to gain more dependence by you. They will tell you that you can’t pay your IR firm the way you’ve already pre negotiated or that they are dirty or whatever.

When it comes to the PCAOB audit they will absolutely insist on you using their guy even though he charges twice the amount of other firms that gave you a quote and you can rest assured that the markup is their commission for scaring you into using this firm.

At the end of the day the predatory S1 attorney will confuse you, up-sell, over charge, scare, belittle and whatever else they have to do to make sure that at the end of the day they can get away with charging and taking everything without having to deliver anything and it will be structured so that the blame falls on you for not fulfilling the obligations set on you by the attorney. Good luck out there!

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There are two spheres that fuel the political machine: big oil and lobbyist financial facilitation, your vote is secondary and can typically be bought. Bought? Of course, don’t be so naive as to think that you vote with your gut and unique conviction. What news channels do you watch? After the televised staging of a debate what commentators do you turn to for the breakdown of what the candidates were ‘really saying’?

You, whether you want to admit it or not, are a product of the political persuasion of the news you watch or talk radio you listen to. We have unqualified talking heads in office that spew regurgitations proctologically embedded in them by the special interest groups that sponsor their election. Banking institutions are one of the industries that perpetuate and stimulate the actions of these politicians. Global banks who sponsor the cycle of ‘control by debt’ are the first to jump on the bandwagon and contribute capital to a system that perpetuates this process. When small and medium size businesses need capital the first people they turn to are institutional bankers. Herein lies the problem. When a bank funds your project they hand over a minuscule fraction of actual capital and the pie in the sky fractional reserve numbers take care of the rest. Typically an FDIC backed bank who lends $100k only needs to have $10k in reserve, the rest is added by the Fed in the form of digital read outs on a screen and the illusion of empirical collateral. Being that there is no gold standard and nothing but consumer confidence that backs up our dollar the privately held Federal Reserve can print money at a whim and better yet, add a few zeros to the calculations on a computer monitor and you can make or break a bank which in turn can make or break a regional or national economy.

Entrepreneurs should first consider taking their project to the public via Regulation D (504, 505 or 506) or Private Placement Memorandum and then seek out qualified consultants who can help facilitate a public offering where the company deals directly with the public and 10k’s and 10q’s in combination with the company’s profitability and expansion will dictates it’s success. Companies function best when governed less. Sure white collar crimes have been in the news and the executives go to jail, and rightfully so but consider the reality that politicians and top tier banks have been publicly crucifying business owners for years. Which is worse?

As an investor you should evaluate your investments and get diversification advice from qualified financial advisers as entrepreneurs your first call should be to a consultant that can write a PPM and a solid business plan and take it to investors. Banks should be the absolute last resort for a small and medium size business. The days of entrepreneurs voluntarily placing their heads on the chopping block in the name of institutional control and political capitalization should come to an end

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Public company structuring and turnaround strategies typically center around the elements of: corporate publicity, individual executive publicity, lack of an experienced publicist, lack of strategic alliances and lack of the proper promotion that is conducive to getting stock investors to pull the trigger.

Corporate publicity can be broken down into the immediate and ongoing use of: press releases, viral marketing video and article submission, corporate blogs, investor relations, market maker or broker dealer that is affective and of course the almighty strategic alliances that build hype and build power behind your brand.

Another major component that most companies are lacking is ‘Individual Executive Publicity’ by use of press release, viral market: video uploads with interviews and how to type material, article submission and personal blogs that center around the particular industry genre issues. It is important to make each executive stand out like a beacon in the industry and to press the reality or create the reality that your executive staff is composed of the who’s who of your industry.

Next you’ll need a corporate publicist with a focus on getting your CEO, CFO and/or corporate executives on TV and radio panel discussions as industry authority as well as newspaper and magazine articles and interviews about your company and its executives.

Don’t forget the importance of ‘Strategic Partnerships’. Announce new partnerships with multiple press releases, photo ops and articles. Pick strategic partners that have name recognition or are about to be in the public eye to piggy back off of the publicity they are receiving.

If you are an OTCBB or Pink Sheets company email campaigns to stock Investors are a quick way to get a nice bump in exposure and stock price but too many of these campaigns done the wrong way can hurt your company so be careful. Your investor relations consultant should have you listed on multiple stock alert services that run ongoing back to back. And the last but not least, the old fashion snail mail ‘Direct mail to stock investors’ can be the added bang to your stock price rising and stabilizing.

Turning around a company can and expensive proposition today but can increase your company’s value exponentially if done by an experienced professional. It’s a process that’s worth it to companies with an eye toward longevity.

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Its actually quite simple and it all comes down to a decision… a decision to step up and dominate in a no holds barred, bare knuckle fight to the finish. You need to understand and be comfortable with the reality that not everyone will make it. Most of your colleagues and professional friends are not psychologically or professionally built to last, meaning, they are not willing to do ‘whatever it takes’ to get to that next level.

Here is how it’s done: First, decide on what you want, who you want to be and where you want to go in your career. Second, surround yourself with people that have the above characteristics your are seeking to acquire. Chances are, most of these characteristics will be spread out over several different people as opposed to one or two professional who demonstrate your future self so find 10+ people to become well associated with and begin to pattern them. Don’t just pattern the outward and obvious characteristics but absorb the aura of their overall presents (calm, cool, collect and maybe even arrogant and rude at times).

What are their hobbies and extracurricular interests as these interests are a contributing factor to who they have become. Next, make a decision! Make a decision to overcome any obstacles that stand in your way. Dump friends and associates who are not supportive as they will only hold you back. You should quickly sever ties with any and all counterproductive individuals and interests that keep you from achieving your goal. Next, every morning as you’re getting dressed, brushing your teeth you should also be putting on your psychological garb as well. Slip into the mindset of that person you want to be.

Put blinders on your eyes so there are no distractions. What you will find is that opportunities will seem to fall into your lap because you are willingly submerging yourself into a subculture that has worked for all of those around you who are living the dream that you will soon be part of.

As for domination, you will find that stepping into this new code of conduct and professional character you will begin to steamroll forward, yes some people will be crushed under the wheel of your progress but this is a natural part of evolution. Use the element of arrogance, not in an artificial way that is used by insecure people but in a form of self promotion. Begin to state your opinion on industry specific blogs.

Put out industry niche information videos on viral media sites. Bring internet surfers to your blogs and videos with social and news bookmarking links scattered all over the web. Brand yourself as the ‘god’ of your industry. Your opinion matters and after others see you opinions and concepts enough they will begin to see these ideas as the norm. They will feel that up until now they have been misinformed and uninformed and you are the person on the cutting edge of your industry. As you build momentum, whatever you do, do not stop! As you build traction of growing your own personal ‘brand’ and ’subculture’ within the industry, this should only influence you to take it one step further with articles submitted to global, high PR article directories and press releases through various channels. This is just the beginning but you are on your way to absolute, industry domination!

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I’ll tell you where, they’ve discovered how valuable their portfolio of active investors actually is and they’ve teamed up with consultants that take companies public and they provide the 40 initial investors needed to qualify for a public offering and they also help supply the capital that the consultants need in order to facilitate the ‘going public’ process. They have gone from making $2,000 here and $10,000 there, to making $100,000 here and $500,000 there by getting involved in the ultra lucrative world of pre-IPO finance and technical facilitation.

They are going from the headaches of trying to get investors interested in placing money with a goofball who doesn’t think he needs a business plan or PPM to raise capital to getting the red carpet rolled out for them at every term by investment bankers, global broker dealers and companies that desperately want to go public but are working with minimal liquidity.

Quality investor finders are becoming more and more valuable as the economy declines in some regions and remains stagnant in others. Good investor finders no longer sell their services, instead clients and strategic partners must sell them on why they should break open their contact base on their behalf. As the global economy changes, new opportunities are popping up everywhere. Investor finders are being heavily lobbied by Chinese and Indian companies who want to merge their foreign corporation with a public American entity.

Any solid consulting firm can take a company public but few have the contacts to be truly considered full service. If you are interested in taking your company public and have a solid business model, find an IR consultant and sell them on your corporate strategy and if they take you on you’ll be raising capital with lightning speed.

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When I get calls about private placement memorandums it is typically one of two scenarios: 1. They want to raise capital and they are shopping around for the cheapest PPM author they can find. 2. They have made the mistake of using the cheapest PPM author they could find and now they can’t find an investor that will fund their 70 page stack of toilet paper.

It never ceases to amaze me when companies are trying to convince investors that they are ready for that next step in their corporate evolution, yet they are being penny wise and dollar foolish with the most technical document their company has ever had done. And why do people put the cart before the horse? I mean, why do people write the private placement memo before they know who their audience is? As a rule of thumb you should write for your audience.

A ppm that is being written for venture capital firms will demonstrate and cater to more of an equity control and technical audience whereas a ppm that is being written for angel investors, private investors and small private equity firms who want to be in and out of a transaction will typically want to buy low and sell high and will typically want to invest in companies that are going public in as short of a time as possible.

The investors in pre public companies and other ‘angel’ type investors have a minimal bankroll of $1m or less (usually) so they have to be in and out of a transaction fast, thus the need for a ’selling shareholder offering’. This is a mandatory prerequisite for a company that wants to raise capital from angels and go public. With a selling shareholder offering you are setting up a scenario that ever investor dreams of.

You are giving them the ability to buy deeply discounted stock and 3 or 4 months later, when the company goes public, they can sell their stock into the market at an offering price that is typically 4 or 5 times what they originally purchased the shares at and the company is happy because the investor created a bridge for the company to go public and then created a public float.

Now, after reading this, you will see why writing a PPM before you know who your audience is and before you’ve contracted with a consulting firm is a critical mistake. Find a consulting firm that is well rounded as a capital raising facilitator and have them help you set a goal as an end result and then build your strategy from there.

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First and foremost you need to perform an industry analysis that answers the questions pertaining to where you are in the industry and who are your competitors. It doesn’t matter what product or service you offer. You could be selling underwater sock fitting kits and there is a competitor and industry leader somewhere in the world. Don’t be so naive in thinking that there is no competition or that you are at the pinnacle of your industry. Show your audience that you’ve done your research and that you’ve identified the players in your market.

Next get your executive team together and it better be the who’s who in your industry. If you can’t attract the upper echelon of your industry genre then you need to do some serious PR on behalf of your individual executive team to show the public what they are made of. Brand them as the up and coming powerhouse executives in the industry. Publish their articles and knowledge on industry blogs and article submission sites. When a funding source initiates general due diligence you need to shine like a lighthouse in the fog. Each and every executive team member needs to have an image that screams power, success and investor security.

The next thing you need to do is take a serious look at your board of directors. Who is on your board, what is their compensation and is there someone that is a better fit for formulating strategies and alliances than those who are currently populating your director staff.

One of the main reasons that investors turn down companies for funding is because they lack the backup of industry players in connection to strategic alliances. You need to identify and contractually reach out to companies that will enhance your overall business strategy. Your minimum goal should be 10 solid, aged companies that have already branded their names in the marketplace and are willing to add you to their mix of advertising and ongoing strategy and they will expect the same from you. Show investors that it’s not just you treading water in the industrial whirlpool and that you’ve built a life preserver of alliances.

Now you are ready to write a business plan and private placement memorandum that takes all the essential elements above and puts them in two well authored and to the point documents that will make an interesting and informative read for investors who have a track record of investment in your particular industry. If you’ve written your own business plan, toss it. If investors are going to take you seriously you need a professionally written business plan that touches on all the triggers that investors are currently looking for.

Next, it’s best to use the Regulation D, Private Placement Memorandum as the vehicle for staying within SEC guidelines for raising capital and you should use a Direct Public Offering as the process for raising the actual capital. Reaching out to friends, family, industrial counterparts and alliances should be the first place you go for funding. If you are lucky the consultant you hire to assist you with the above processes will have a solid database of investors to assist you in your initial, first round raise via DPO.

Last but not least you should consider, even though it’s not a mandatory requirement for a PPM or DPO, getting an independent audit done on your company to demonstrate an objective analysis of your financial reality so that investors can find their comfort level quicker without a prolonged comments stage.

There you have it. These are the basics to what it takes to achieve equity investment in this current market. Get out there and raise some money!

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For the former, going public is easy, find a consultant with a solid track record and take your company public, you’re ready to go. For those of you who are coming from a weakened position due to lack of capital you should strongly consider taking your company public with a DPO (direct public offering). Typically a DPO starts with a PPM (private placement memorandum) that breaks your company into shares and prepares it for the public eye. Form D is then filed and you’re then ready to start raising capital.

The only downside is, most companies have no one to invest in the PPM and their transaction is dead in the water. A DPO is an extremely powerful process which allows you to not only offer shares to your friends, family and professional contacts but you can also team up with an investor finder company that will contact their seed capital investor database to help you raise capital fast and easy if you are willing to sell seed stock at a discount before you go public.

Be prepared to pay a modest fee upfront as well as a small equity position as these investor finder services know full well that power that they possess with their database. If you successfully contract with a real, viable investor finder service, they will most likely want to be the consulting group that takes your company public as well. Be smart; sign on with them as they will have a vested interest in your success.

They will most likely communicate electronically with their database members via email. As interest by the investor group builds, you the company owner, will have to take over the closing as it is illegal for non licensed investor finder services to take over the closing and issuance of shares on behalf of your company.

Think of a DPO with an investor finder service as the golden tuna that can solve all of your problems in one swift movement. You can find these groups by going to your favorite search engine and typing in word combinations like “investor finder’” or “investor finder service”. You can team up with a solid investor finder service and they will take you all the way!

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