Law & Legal Information

There are many ways to use capital without using bank loans, lines of credit and other shady methods like shelf corps and bogus platform scams. If you are truly trying to raise capital for your company here are some simple breakdowns of your options with a quick definition for each one:

 PIPE: Private Investment In Public Equity this is used primarily by mutual funds and private investment firms where they buy discount stock in order to raise capital, there are two types of PIPEs traditional where common and preferred stock is issued at a set cap to raise money for the issuer and a structured pipe issues convertible debt.

 DPO: Direct Public Offering is when you sell equity shares directly to customers, suppliers and employees.

 PPM: Private Placement Memorandum is also known as an offering memorandum takes advantage of Regulation D rule exemptions 504, 505 and 506. This process came into existence with the’33 securities act and popularized in the late’80s, companies can raise money from the public via private placement; there is virtually zero interaction with the SEC after you file form d as long as you stay legal. (most popular form of fund raising).

 IPO: Initial Public Offering: extremely expensive, need SOX 404 audits, must have board of directors, quarterly financial reports to shareholders, report heavily to the SEC and 1 out of every 1000 companies that want an IPO actually qualify. I love participating in these but most companies just can’t qualify for one reason or the other.

 OTCBB: Over the Counter Bulletin Board is an electronic quote system that is the next best thing if you can’t go public via ipo, there is minimal red tape to startups and small businesses and is legitimized by the stringent ongoing reports to the SEC which keeps investor confidence high (these are extremely solid and I suggest this structure to companies when I am hired by their company or legal team as a consultant as a fast, easy way to raise big capital from the public otc)

 Pink Sheet: you can look at pink sheets as the Burger King, while the OTCBB is McDonalds, they are competing otc mechanisms. Pinks sheets are commonly referred to as penny stock and notorious for ‘pump em’ and dump em’ controversies and a lot of crooked people are involved with this platform. This is not a long term process that will allow one’s company to grow, pink sheets companies are typically short lived but it is cheap to set up but not a professional structure that could be upgraded in time to an IPO.

 Reverse Merger: a group funds the filing and creation of a public shell, they then sell that shell to a company that wants to go public, the established company merges it’s entity into the public shell. The sellers retain around 30% equity after they charge an upfront fee of 300k to 1m. 99% of reverse mergers are successful with the merger, but unsuccessful to bring them to trade and the entity basically just fizzles out.

Taking your company public is actually quite simple and inexpensive when you have the right consultant putting the structure together for you. There are countless ways to raise capital quickly and easily. It’s important that you understand your options before you waste time entering into the red tape infested banking system for a loan.

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

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Private Placement Memorandum authoring and the process of taking one’s company public are services that require extensive experience and the ability to look at a deal objectively and peripherally to evaluate all the angles to enhance the ability of the client to achieve funding in a timely manner.

Many times, when I’m hired to structure a company before funding, they will be under the impression that my evaluation is a mere formality and they are ready to go. Often I’m the bearer of bad news when I have to break it to the client that their company has more holes than Swiss cheese and 30 to 60 days away from starting the fund raising process.

They will often get a second and then third opinion and usually run into the same thing before they eventually find their way back to our firm. As they call around to consulting firms they perpetually experience the ‘hard sell’ by firms who ‘need’ the business because they lack the rewards and referrals that come with cultivating each client relationship because they take on and spit out deals so fast they hardly remember their client’s name during the transaction.

This mentality dominates the larger firms because of their gargantuan overhead while the boutique firms can take a more personal approach because they have a steady flow of business and referrals because they are not stressed about bringing in the next big deal so they can meet payroll and keep their lights on. The smaller companies that focus on turnaround consulting, private placement memorandum authoring, top tier business plan writing and taking companies public usually take a one on one approach to the consulting process and will rarely pressure clients to sign on because their phone is ringing off the hook with previous clients who want to hire them for the next stage in the evolution of their company’s growth.

This business is all about relationships. Ditch the consultant that applies the high pressure sales tactics and seek out the smaller, more personalized groups that don’t ‘need’ your business but will cultivate and value it.

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

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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.

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

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.

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

There is a misconception that the process of taking your company public has to be costly and stressful. The truth is that it’s the ‘learning curve’ that makes it stressful. By learning curve, I mean dealing with industry sharks that will con your company and take every dime you have while simultaneously never having the ability to take you public in the first place.

On a daily basis I hear one tragic story after another about how a pink sheets facilitator took them public and then dropped them without passing them to a broker dealer or market maker or someone to sell their stock to the public so they were left to fend for themselves. Another reoccurring story I hear is how a company sold a small start-up a shell company for a reverse merger but the shell had liens and shareholders that were ready to dump the stock as soon as the transaction was completed.

All this said, after the sharks and the scumbags there are many good consulting firms that love the industry and take joy out of helping a corporation fulfill the ultimate dream of a public offering through IPO or OTCBB or legitimate reverse merger (oh, the money is a nice benefit as well haha). The boutique firm is your best bet, if you can’t find one then find a small securities lawyer.

These people are in this for the love of the industry and the massive plethora of industries they get to work with. Personally, I love hearing from an executive that owns a company and is completely stressed, he’s been lied to, conned and feels helpless. It is an amazing feeling when I can calm his nerves and say, “All this is in the past, let’s talk about how we are going to make this work!” The relief in their voice after a statement like that is such a reward for me its difficult to put into words. I will customize a public offering strategy that falls within their affordability capacity of their company and put together a path to get them trading as quickly and efficiently as possible. I am happy to say that there are many consultants and attorneys that do the exact same thing.

If you are trying to figure out a quick, affordable way to take your company public here are some ideas to consider: most likely you won’t qualify for an IPO (that’s ok, most companies don’t) but you will qualify for an OTCBB offering which is just as rewarding and you can evolve that structure into the IPO phase if you so desire in the future. If you lack the capital for a public offering, consider raising a quick round with a Regulation D 504 (Private Placement Memorandum), its fast, easy and cheap. Raise the capital you need to pay your fees for going public and allow a group of eager investors to flip the bill. If you want to grow your company and take it into the ‘public’ arena this should be an exciting time, don’t ruin it by being stressed. Find a consultant that you feel comfortable with who will take the burden off of your shoulders and carry it for you; this is the job of the professional public offering consultant!

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

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As the banking crisis worsens it’s getting more and more difficult to fund business ventures. After you’ve gone through the basics of a well written business plans and a private placement memorandum, where do you go from there? One issue that entrepreneurs come into is that they will get stuck on a link wheel that keeps them bouncing from one scam site to the next and they can waste months chasing after investment capital and at the end of the day have nothing but an empty bank account to show for it.

The latest blind siding scams are the ’shelf corp.’ or ‘aged corp.’ scam which claims to be able to get you hundreds of thousands of dollars of credit based off of a phony D and B rating and a credit score based off of bogus trade lines. This is an expensive scam, with most of these shelf corporations running anywhere from $8,000 to $20,000. The reality is, you can’t get funding with a shelf corp. No one has or ever will get funding from this fraudulent concept. Another scam is the ‘forgivable loan’ program that is supposedly based in some offshore platform trading process where it allows a company to loan millions of dollars to an individual based off of the humanitarian aspects of their business model, oh, I forgot to mention, they usually require a mandatory cash deposit equal to 20% of the amount of the forgivable loan.

It sounds crazy but professionals that become desperate for funding fall into this trap all the time. The truth is, there are ways to get funding with a credit check using a private placement memorandum and there are companies out there that will make a loan to a company based mostly in the strength of their business process. Actually, if you have a good business model and a solid executive staff there are many companies that will give you money such as accredited investors, private investors, private equity firms, hard money lenders, SBLC collateralize lenders among others.

Just do some research under terms like: list of accredited investors, list of angel investors, list of hard money lenders, list of investors, list of venture capital firms etc. and find some of the newer online databases that have come into existence within the past year or so. These sites are valuable because they came online when the economy was at it’s lowest point so their funding sources are composed of innovative global contacts that are actually lending in this fickle economic environment and not the ‘bizzaro’ land of yesteryear.

The global market has changed and the process of raising capital is more difficult than ever. Arm yourself with a good business plan, strategic PPM and a solid online investor database to raise capital quickly and easily.

Visit a real global Investor Database, This site has over 20,000 incredible funding contacts that will help you get funding fast and without the headaches. For Private Investors, Angel Investors, Venture Capital Firms andAccredited Investors

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Gaining genuine, long lasting publicity for your business, book, musical group or any other type of entity can be an expensive proposition when you have a firm doing it on your behalf. It can be time consuming and a technical nightmare as you have to be well rounded with the various high pr websites in the countless genres of online media so that your efforts reap true rewards.

Many professionals have found that It’s just too difficult to take on the vast process of publicity marketing themselves and have opted to simply hire a company to take on this laborious task for them, but what if there was a way to do this on your own that made the process easier? Here are a few techniques that will get your publicity marketing campaign moving easily and quickly.

First of all you need to use the element of video uploads, you can create a video with Camtasia, powerpoint or even the video camera you have on your phone. Make the video informative, solve problems for your clients, then upload it to YouTube. YouTube is the largest video traffic site online and will give you solid results. When you upload, use extremely targeted, industry specific keywords to help target your viewers.

Now, create and send out sizzling hot press releases. You can just go to Google and type in press release submission and find several sites that are high pr that you can submit to. A press release should spell out, without over selling, the unique aspects of your business to the public to raise brand awareness. Next, submit some hard hitting articles that talk about problems and solutions and useful techniques that customers of your industry would find helpful, then submit them to any of the multitude of online article directories, again, pay close attention to keywords as this is how your readers will find you.

Another wonderful form of publicity promotion and branding are gently persuasive social and news bookmark submissions. Using bookmarking sites to get your name out there is a tremendous way to get attention and increase website traffic. You’ll create an enormous amount of back links to your site which will increase Google relativity for your site and make your brand and website more accessible to the public. These tactics will help you raise brand awareness and increase traffic quickly and they are pretty simple to facilitate. Use these techniques on a regular basis and you’ll see your brand awareness skyrocket in no time.

Hire A Professional Publicist, call us at 267-233-0183 or visit Princeton Corporate Solutions Publicity Strategies at there finest

Why do people go to the movies or ride roller-coasters or watch romantic films or comedies? Why do people seek out the temporary release of alcohol or pharmaceutical and illegal barbiturates? People long for that ancient connection with their emotions.

People are desperate to ‘feel’ something, anything and as publicists it’s part of our employ to tangle with the emotions to trigger a response. We are trying to trigger a natural reaction from a willing candidate. Man has proven over and over again that they will buy anything so long as it hits on the emotional pressure points.

We make our decision to buy cars, houses and cloths all based on emotion. How does the ad or article make you feel when your emotions become entwined with this content? What elements are missing in the target consumer psyche and how can we fill that void while simultaneously branding our client’s product and calling the candidate to action?

We toy with the sadness, hopes, fears and aspirations for one important reason, to slowly pull the target market in on behalf of our client so that when they feel sad, hopeless, desperate or in need, our client’s ‘brand’ comes to mind as the automatic answer to all of these issues.

Publicity marketers must have a solid comprehension of the target market’s emotional element, what makes them happy, sad, stressed etc in order to reap the full rewards of a campaign.

One should pay close attention to the colors, voice over tone, background music, video clip and image choice, vocabulary and on screen text with web commercial and take into consideration similar aspects when writing articles or creating ads.

These tactics lower the guard of the target which allows a message to be imbedded in their subconcious mind. This is done with music, film, political promotions and yes, even ads.

At the day’s end, results are what keep the clients coming back and if the advertising ingredients can cradle a sort of post hypnotic cue that calls a client to action, then the needs of the client are being met with branding and sale conversion and the emotional needs of the customer are being taken care of as well. This is one of the few times in life that there is truly a win/win relationship.

Learn more about Business Publicity. Stop by Princeton Corporate Solutions’ site where you can find out all about Corporate Publicity and what it can do for you.

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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.

$5,000 can Take Your Company Public, Call Princeton Corporate Solutions at 267-233-0183 OTCBB, IPO and PPM we do it all.

I get calls on a daily basis from business owners that have all experienced the same cycle of scams in their quest to gain funding for their business. Let’s see, there’s the shelf corporation scam where one buys an aged corporation and believes that buy fraudulently adding verifiable lines of credit a bank will bypass all logic and give them $100,000’s in non-recourse loans and lines of credit regardless of their sub 500 FICO score.

There is the Platform scam where an individual, business or nonprofit gives a modest deposit to an unlicensed securities dealer and this dealer has a unique relationship with a top MTN, BG, T-Strip or commodities trader in Europe and in a matter of a few weeks this trader is supposed to be able to take your $100k deposit (which secured a instrument from a top tier bank and then monetized it and took your money into trade) and make it into millions upon millions of dollars that you’ll never have to pay back and abracadabra, you’re an instant millionaire. Soon you find out that your contact’s phone number no longer works and that bank account you wired the money to has been closed for weeks.

There is the reverse merger into a public shell scam where unknowing small business owners sees an adwords at for an ad that says something like “Public Shells for sale $10 million line of credit attached” and the client buys this shell which has liens, open lawsuits and a group of investors that retain 20% of the stock so they can pump and dump the stock and leave you curled up on a ball on your kitchen floor calling for mommy.

And finally there is the virtually obligatory Pink Sheet scam where, for a great price, you can take your company public with virtually zero interaction from the fussy SEC and a market maker group will even sell your shares for you and they are guaranteeing 400% increases in share price. And soon you find that this market maker was a boiler room that makes a living out of stock manipulation and in a matter of a few short weeks your stock is deflated to the point where you can’t even give it away as an employee incentive.

Listen, if you want to raise capital and/or go public there is a much easier way. If you are seeking legitimate options to raise capital you can go with a Private Placement Memorandum which uses Regulation D Rule Exemption 504, 505 or 506 to raise fast cash from investors in a solid, SEC regulated structure. If you are a real estate investor, start-up or small/medium size business you can take your company public quickly and affordably via OTCBB (over the counter bulletin boards) and if you have lots of money and time you can do an all out IPO. The reality is you can even take your company public for minimal out of pocket expense by starting with an initial fundraising round using a Private Placement Memorandum 504 and then take the capital from that initial raise and pay for your OTCBB offering. It’s unbelievably simple and there is zero out of pocket expense coming from you (with the exception of the PPM docs).

When you hear the terms Platform, Pink Sheets, Shelf Corp or reverse merger into a public shell, put down the phone or walk away from the meeting, you’ll only get burned. A PPM and OTCBB are real, viable options if you are trying to raise real money, fast.

Take Your Company Public, call Princeton Corporate Solutions at 267-233-0183 Go Public the right way.