Once upon a time the American Dream was simple; start a company, grow the company, create jobs and provide a better path for your children. Now the American dream is how to stay afloat, keep your house and remove the daggers that the government is ramming in the small of your back. Your congressman and governor say one thing and do another. The white house takes your tax dollars with one hand and pickpockets you for your lunch money with the other.

Activist bloggers and armchair protesters are against the system when it’s convenient but when the spotlight is off and no one is watching they golf with their senator and take quiet money from special interest groups.

The entrepreneur has been drug into the darkened alleyway, sucker punched, hogtied and left to rot by a system that uses them like a smack-head hits the pipe and as long as the media keeps quiet, the individual entrepreneur feels that they are the only ones engaged in this struggle but this is simply not the case.

The banks wanted more than your house, they wanted your tax dollars and the government gave it to them and in front of the cameras they shook hands and agreed that this ‘bailout money’ would go back into the economy to spark a resurgence in civilian confidence in a system that force-feeds poison and slices off pounds of flesh from it’s zombie citizens.

The reality is, in back room meetings and secret handshakes this money was understood to go into the pockets of corrupt institutional banks and would never make it to local and national economic relief. Knowing all of this, ask yourself, at the end of the day, who can you turn to? What politician at any level can you trust to cut you a break? The answer is simple, none. Look to your right and left and you’ll find the answer. The accredited investor and people investing in people is the only way to slow down the corruption. Of course when the government sees how unity is productive they’ll figure out a way to pollute our confidence in one another with overgeneralizations and hyphenated ethnicities and other politically correct pig Latin that means nothing but divides everyone. In that division is where the government takes hold.

Here is a revolutionary idea. Actually, it’s not so revolutionary as it is unspoken and it goes like this: Business plan + Private Placement Memorandum + Fund Raising = Take your company public. Taking your company public is the only way to take control of your truly productive and marketable product or service and the steps are simple and above. First start with a professionally authored business plan that clearly spells out your idea and sets the stage for what your company is about and the reality of what is possible. Be truthful. Be honest and the investors will come if you position yourself properly. Positioning yourself properly in the USA means setting up a structure that the government can control and in this case the minimum requirement for raising equity capital is with a regulation D rule exemption 504, 505 or 506 also referred to as a private placement memorandum (PPM) which is an SEC regulated mechanism for distributing shares in your company for investment dollars. I’m not a fan of big government but Reg D is a good idea and keeps from the wrong types of people raising capital. Regulation D keeps it clean by spelling out the potential risk factors for your company and by using a valuation it will state a solid ‘per share’ price. You simply put out a certain amount of equity for public consumption and set the share price and offer it to people by staying within the non solicitation standards set forth by the SEC and it’s that easy. After you’ve initiated your fund raising you’ll want to provide a profitable exit strategy for your investors and you’ll want a way to capitalize off of your position so your company can grow. Going public on the OTCBB (over the counter bulletin board) is a great way to expand and raise capital. Have a qualified securities attorney file your s1 and go through comments with the SEC. Have your consultant or attorney refer you to a solid market maker to sponsor your 15c211 with FINRA and wham-bam you have a trading symbol and you’re public. Now just file your 10k’s and 10Q’s throw in some solid publicity and investor relations and you’re off and running. Stepping outside the system and getting organized will take you places you’ve never dreamed possible. Get out there! You can do it.

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I deal with S1 attorneys all day every day and most of them are entrepreneurial, hard working and interested in helping you in any way they can but there are also a lot of bad ones out there. If you are taking your company public the last thing you want is a broke as a joke s1 filing agent.

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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For companies wanting to go public the basic understanding is to find an S1 attorney that will look out for your best interest and make the process easy. But what you’re not thinking about is the sub-sector of predatory attorneys that just look at you as easy prey. They’ll jump into your company, distract you by confusing you with technical jargon, fast talking and stressful scenarios that could never happen and when you’re not looking they’ll carve out a nice fat piece of equity on top of their excessive fees that pile up as they rob you blind with their insularely fees.

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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S1 Filing – Take Company Public – S1 Attorney

I wish I could say that I wasn’t writing this article from experience but that would be a lie. I wish I could say that chemistry is never an issue between the consultant, S1 attorney and newly elected board members but that would be nave.

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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The undertaking of a public offering on the OTCBB, just as with the NYSE and NASDAQ can be tedious, strenuous, exhausting and an ongoing perpetuation of one failure after another until you just throw in the towel and call it quits; but it doesn’t have to be that way.

Going public can be rewarding, prosperous, empowering and the beginning of massive capitalization and international expansion. There are two things to remember when putting your ‘going public’ plans together. First: don’t be nave by thinking that you can do it yourself, you’ll certainly fail as this process has too many components and is infested with sewer rats that will climb on your back for a free ride just in case you make it. Second: be smart and hire an IPO Strategies Consultant. This type of business consultant is rare and difficult to find as they are in demand globally because of the streamlined manner in which they are able to take a company public.

Strategies consultants that specialize in pre public corporate strategies and structuring, IPO facilitation and post public investor relations planning and mergers and acquisitions. They’ll expedite the public offering while giving your company a powerful foundation conducive to hardcore domestic and global expansion.

The road to becoming a publicly traded company is littered with the carcasses of companies that either tried to complete the process on their own or corporation with the foresight to hire a consultant but battled the consultant on each portion of the process and added so much stress to the deal that the consultant threw in the towel and moved onto the next project.

Word to the wise, this is one industry that you, the inquisitive self taught or over educated doesn’t stand a chance. The intricacies of this industry are of such proportions that unless you are completely submerged in this business for years with 80 hour work weeks you won’t even crack the surface of what it takes to go public and stay public and grow through expansion with a solid trading volume to monetize your company’s securities to create expansion capital.

Find a consultant, step back, keep your cell phone hand and leave this to the professionals while you reap the rewards. You’ve earned it! Through your blood, sweat and tears you’ve built your company. You’ve created jobs, contributed to the economy, paid Uncle Sam his pound of flesh, you deserve to succeed. Use the process of going public to create wealth for your family, long term job stability for loyal and hard working employees and a product or service distribution that spans the globe.

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The US is a game preserve and the entrepreneur is the endangered species being hunted by political poachers. Don’t expect a solution by government bureaucrats that use band aids intended to provide a temporary and sub-modest patch up, only problem is this band aid is suppose to close up a bazooka shot to the chest so don’t wait on resolutions that will have a lasting effect.

So what is the solution? When a company is fighting for survival who can they turn to? Two groups that will only hang string you up and hang you to dry are politicians and institutional banks. Both of these sectors of industry are parasites who will eat you from the inside out and then transform into maggots to feast on your rotting flesh.

Strange wording for a financial paper but this is reality. So again, who can you turn to for guidance? That answer is both simple and simultaneously complicated as there are multiple sub sectors of finance each with their own good and bad issues. Seek out a consulting firm that offers turnkey solutions with a contact portfolio that could gag a horse.

To raise money and facilitate quality strategies that will get you from point A to point B a consultant must have contacts with accredited investors, investor relations strategists, market makers, securities attorneys who can bang out 10k and 10q’s as well as constructive counsel for mergers and acquisitions to assist in strategic growth. Your consultant also needs to know where to look and uncover powerful strategic partners that can enhance and induce your company’s expansion efforts.

Many companies are using a regulation d solution also known as a private placement memorandum which uses the SEC loopholes of Reg D 504, 505 and 506 for pre public fundraising and bypass the ‘wild west’ factor of the pink sheets and go to a pre NASDAQ trading platform such as the OTCBB. A solid consultant can complete the task but qualifying them should not constitute drilling them on past transactions and other pointless interrogation tactics as this will only push away the good consultants and bring the scumbags in by the truckload as this type of skepticism is something that the fly-by-nights are comfortable with and use to. Instead ask them for a plan on how they anticipate taking your company from the beginning to fund raising stardom.

Their plan should include corporate structuring and strategies, board of directors selection, advisory board selection, acquisitions strategy, SEC auditor, S1 attorney, market maker for your 15c211 and enough investor relations and corporate publicity to force the continental shelf into movement.

Settle for nothing less than strategic and all inclusive consulting solutions when raising capital and going public or you’ll find yourself in the precarious dilemma of having your public offering piecemealed with no one to hold accountable at the end of the day and believe me, that is the last place you want to be because those companies end up being shelf corporations that are so riddled with holes you can’t even sell them off for a reverse merger.

Get the entire plan from your consultant before signing that contract and moving forward.

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When I turn on the TV I’m bombarded with images of senate hearings, global finance leaders, hedge fund CEOs and of course the do nothing politicians we pay to protect us. And when I see them now, I no longer see them as humans like you and me. They are an entirely separate specie. Worse than vampires they feed off of the existence of you, me and our children.

These power players are nothing more than spiders spinning cocoons around our souls and sucking the life out of us all. Before your children have a chance to choose an occupation, university or spouse, these cancerous imps have already begun to roll your child in a paralyzing cocoon tomb where they will proceed to slowly gnaw away at their very essence.

You and I are to blame because we just sit there and watch the idiot box while it all happens. The same banking institutions that are taking our tax dollars to fund multimillion dollar CEO salaries are the ones we go to in order to cash our weekly paychecks. The same crooked, do nothing politicians that rob us blind and are on the take are the people we vote for to keep in office. Wealth management advisers that we trust to take our money and invest so that we can live a few years after the government is through with us are brokering their fund to Madoff con artists and back stabbers.

We say we want change, we though Obama was it but it’s obvious he’s just another hand puppet whose actions are paid off by special interest groups and big oil imps. If you’re a business owner and are serious about change, take your fate into your own hands. When you are looking for funding, stop using banks and institutional succubi.

Take your company to the people with a private placement memorandum or take your company public on the OTCBB. If you have a good business model, then raise money by allowing the populace to profit off of your process. You’d be shocked how quickly you raise money when you offer opportunity to people who are looking for it.

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Think back to when you were a child and your imagination was developing? You’d hear a bump from your closet or your eyes would play tricks on you as you swore you could see something slithering under your bed when the hallway light was turned off or when you’d creep, with back to the wall to the bathroom in the middle of the night and you could feel the energy of something staring at you from the opposite end of the hall’s expanse, you look up and sure enough you’d see a cast shadow made visible by the glow of a full moon peering through the window.

These recollections make us laugh as we mature and realize that is a perfectly straight forward reason for that shadow or rattling pipe etc. But this day in age it’s no longer the spooky ‘Scooby Doo’ style ghosts and goblins that haunt the dreams of our children. Instead, it’s the reality of state Marshals and Cops breaking into their home in the middle of the night to enforce a foreclosure eviction or a politician signing a bill that will strip them of their rights or the reality that when they get out of college they will immediately have a multi trillion dollar bill to pay because of today’s liberal welfare and social security misspending by politician snakes that slither around their room at night just waiting for the right time, when their guard is down, to strike.

The nightmare for our children is no longer a figment of an overgrown imagination. It’s all too real. How can we bring that innocence back into the dream space of our youth? For starters, take control of your career, step away from large corporations and get involved with the entrepreneurial small and medium size businesses in strong growth industry such as: alternative energy, technology, global distribution facilitation etc. If you are a business owner, don’t hook up an IV to the arm of your infant and sell your soul to the devil by taking a loan to grow your business. Institutional lenders backed by crooked and unqualified politicians will see to it that your company can not meet the terms and your business expansion loan will go delinquent and the IV will star sucking the life out of your offspring and all the gifts of a profitable company yielding a good college education, comfortable transition from university into a career, help with a down payment on a home and other competitive advantages that you want to provide and that your children deserve will go up in smoke while the fat cat politicians and institutional lenders laugh at you and move on to the next easy prey.

Stop and think before you fill out that bank loan application. Don’t put up your home as collateral for a business loan. Don’t take away from your children what should be theirs. Instead, do what the wealthy do, grow your company by creating opportunity for others to make money off of your business concept and track record. Even if you’re a small business making $2M per year, you can take your company public on the OTCBB. The OTCBB (Over The Counter Bulletin Board) is the spring board toward the possibility of a NASDAQ qualification but not necessarily a mandatory move to grow your company. The OTCBB is a trusted, solid exchange with respectable and consistent trading volume where you have access to all the growth capabilities of the industry big boys. You can cross collateralize your securities so you don’t have to personally sign for loans, you can purchase companies to grow quickly using your stock as currency. Bring on prize executives to help you grow your company by offering them stock in the company as they reach certain benchmark goals.

Step away from government lies that will damage the future of your children and banking contracts that will almost surely crucify your company as it’s slowly sucked into Hades like a diamond sinking into a bubbling tar pit. Take your company public and take advantage of the massive success that you truly deserve.

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Taking My Company Public: Survival Of The Fittest

What happens when politicians perpetually fail the people of a nation? What happens when lying, steeling, cheating and other grotesque displays of a primitive mind become mainstream with those who have been elected to govern our nation?

The answer is simple, natural law kicks in and the Darwinist notion of Survival Of The Fittest becomes the new reality. Don’t think for a second that your children can’t see it and I f you pay attention you’ll notice it with the crowd around the water cooler and even the racquetball clique. People, smile and goof off less and synergize more. The subconscious, primal survival mentality of our fight or flight ancestors is now dictating our moves as we are once again in survival mode.

Here is what I’m seeing in global commerce. Companies and entrepreneurs that would normally go out of business, claim bankruptcy, lick their wounds and go sell insurance for a living are now seeking synergistic relationships with other like-minded professionals.

Today, I was contacted by three different men: one was a performing and non performing note buyer who made great money but wanted to expand and go public, the second call was from real estate investor who owned around 2.5 million dollars in property, had liquidity and money in the bank but was afraid to do anything until he has a strategy for taking his company public and the third gentleman had a construction background in the luxury home industry and made great money but also had around 3 million dollars in commercial real estate holdings.

Each of them said, “my goal is to go public but I would like to team up with other men just like me so that together we can make a huge success of the public company”. Now obviously that was not verbatim but you get the point.

When I got off the phone, I walked down the hallway from my office to the conference rooms, grabbed some coffee and slowly walked back to my office and then…a moment of Zen, it is time to bring out the merger machine! I immediately got on the phone, called all three clients and within 2 hours had all three of them doing back flips in their living rooms. We took the strengths of each of these men and put them together into an entity that will work.

Don’t give up! Whatever you do, you must never give up. Don’t believe for a second that your Senator or Congressmen is going to do or is even capable of doing anything to improve your position. If they were drowning in a lake you would be the first person they grab and use as a flotation device. Open your eyes and take it all in. Are you fit enough to survive?

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Taking A Company Public: Is Business A Form Of Warfare?

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?

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