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Private Placement Memorandum: A Must Read If You Need Investors

December 1st, 2009

This article is nine years in the making. The concept is so simple but 99% of the clients I consult with have made identical errors in their effort to raise capital. They will have a business plan and they will have a Private Placement Memorandum and after one read of these two documents I have to deliver the bad news, “Sorry, but your business plan and PPM are completely worthless”.

They will then proceed to give me a story where the one consistent theme usually goes like this, “That can’t be…there was a guy…..he gave us a great deal on our business plan besides he wrote the business plans for my brothers sock sewing company and my friends underwater basket weaving video business and he really seemed to know what he was doing and then we bought a template online and just took the content from the business plan and used it to fill out the PPM template…blah..blah..blah…”.

Look, before you have a business plan written, test the author’s knowledge on your specific industry genre. There is no such thing as a one stop shop for business plans, the good consultants will cater to certain industries. Find an author with a solid comprehension of your goals and can translate your ideas into the fickle, skeptical language of the investors reading it.

Your business plan should include, at a minimum, financial projections/assumptions, growth and development analysis, market analysis, research analysis and implementation, competition analysis, management summary, marketing plan, risk analysis, capitalization analysis, market penetration analysis and SWOT analysis. Without these crucial elements your business plan is dead in the water and so is your future in fund-raising.

Next, never… and I mean never buy a PPM template on the internet. There are certain aspects to your offering circular that can trigger the invest button or snooze button in the mind of investors. Your business plan’s job is to ’sell’ while the PPM is meant to spell out risk and other technical information that isn’t present in the business plan. The last thing you want to do is simply cut and paste information from the business plan over to the Offering Memorandum; it’s unprofessional and immediately loses legitimacy in the eyes of credible investors. Find a professional consultant, accountant or attorney who specializes in Regulation D to write your Offering Memorandum for you. A poorly written Private Placement Memo can destroy your ability to raise capital so fast it will shock you but a well written, professional PPM will make raising capital fast and easy.

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


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Private Placement Memorandum Secrets: How To Raise Capital Extremely Fast!

December 1st, 2009

If you’re trying to raise capital there are regulations set forth by the SEC to make sure everyone is conducting business ethically and in a way that can keep one accountable for their actions if fraud takes place. Regulation D Rule exemptions 504, 505 and 506 offer solid fundraising capabilities that can handle most investment needs. Companies typically hire a consulting firm to author these documents and within 30 days you’re off and running and talking to investors; that is, of course talking to investors while staying within the boundaries of Rule 502c which dictates the guidelines for solicitation which means no active promotion of the issuance of your securities.

This basically means that unless you have a bunch of millionaire friends, you’re no better off now than you were before the PPM was created. So, how does one raise capital in an environment which limits the promotion of your offering with such limitations? Easy, corporate publicity! You must have your timing right in order for this to work but here is basically what we do with our clients as we are writing their PPM and what you should do if you already have an Offering Memorandum written. First we make sure that they have a solid presence online, within their industry genre by getting them massive exposure virally using video, social and news bookmarks, press releases, unique article submission, image/photo marketing etc. This exposure is just for basic branding purposes and not advertising the investment opportunity.

This process will draw massive amounts of attention to their company while we use specifically researched tags that will cater to the internet user who is researching their industry and/or looking for this specific company’s position in the marketplace. The next thing that you’ll want to do is promote your company using traditional means such as radio, TV and articles written about your company and executives within the company. Now, these promotions are not ads, instead they are interviews and/or expert conversations where you’re being brought in to talk about your industry as a whole. This passive promotional technique will allow for multiple ‘plugs’ during the conversation that lead potential clients and investors to your doorstep.

If you don’t have a publicist you will need one and during your initial ramp up you’ll want to have a targeted, localized and national audience using a minimum of 5 promotional combinations, this is crucial! Lastly, you are going to want to start blogging like a maniac. Blog and respond to any and every industry specific blog you can find. It is crucial that you carve out your position as an authority in the marketplace to tower like a beacon to future customers and investors.

Now you are ready to start talking to investors. The publicity used above will usually deliver a powerful enough promotion that will yield a steady flow of clients and potential investors and once word gets out that you’re company is solid and that you are offering equity investment opportunities…well the fundraising trail get’s easier and easier. You may also want to consider using an ‘investor finder’ at this point. An ‘investor finder’ is an individual or company that has substantial accredited investor contacts and will introduce you to those contacts for a flat fee. They are not a market maker nor are they a broker dealer. They are typically a broker of sorts that holds minimal securities licenses yet packs a punch with their ability to set you up with active investing contacts.

Raising capital is actually extremely easy if you set your company up in a way that is conducive to investment.

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: A Must Read If You Want To Find Investors

December 1st, 2009

This article is nine years in the making. The concept is so simple but 99% of the clients I consult with have made identical errors in their effort to raise capital. They will have a business plan and they will have a Private Placement Memorandum and after one read of these two documents I have to deliver the bad news, “Sorry, but your business plan and PPM are completely worthless”.

They will then proceed to give me a story where the one consistent theme usually goes like this, “That can’t be…there was a guy…..he gave us a great deal on our business plan besides he wrote the business plans for my brothers sock sewing company and my friends underwater basket weaving video business and he really seemed to know what he was doing and then we bought a template online and just took the content from the business plan and used it to fill out the PPM template…blah..blah..blah…”.

Look, before you have a business plan written, test the author’s knowledge on your specific industry genre. There is no such thing as a one stop shop for business plans, the good consultants will cater to certain industries. Find an author with a solid comprehension of your goals and can translate your ideas into the fickle, skeptical language of the investors reading it.

Your business plan should include, at a minimum, financial projections/assumptions, growth and development analysis, market analysis, research analysis and implementation, competition analysis, management summary, marketing plan, risk analysis, capitalization analysis, market penetration analysis and SWOT analysis. Without these crucial elements your business plan is dead in the water and so is your future in fundraising.

Next, never… and I mean never buy a PPM template on the internet. There are certain aspects to your offering circular that can trigger the invest button or snooze button in the mind of investors. Your business plan’s job is to ’sell’ while the PPM is meant to spell out risk and other technical information that isn’t present in the business plan. The last thing you want to do is simply cut and paste information from the business plan over to the Offering Memorandum; it’s unprofessional and immediately loses legitimacy in the eyes of credible investors. Find a professional consultant, accountant or attorney who specializes in Regulation D to write your Offering Memorandum for you. A poorly written Private Placement Memo can destroy your ability to raise capital so fast it will shock you but a well written, professional PPM will make raising capital fast and easy.

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 (PPM): How to Get the Investors You Need

November 30th, 2009

Entrepreneurs are being turned onto Regulation D in droves. Regulation D Rule 504, 505 and 506 allow companies a more lenient fund raising process than those who choose to go public by other means. In the past year I’ve seen more PPM consultants pop up on the internet than ever before and I have to admit I’m concerned. As a veteran in this field I’ve seen it all, now we have a legion of self proclaimed Reg. D gurus who buy templates, add some text and tell their clients that they are delivering a customized offering memorandum; here’s where things go bad and a difficult situation gets even worse. You have this worthless document, now what?

You need to gain the confidence and capital of accredited investors without soliciting as dictated in Regulation D Rule 502c. Now you have a worthless document that you can’t solicit investment capital for (which your guru consultant never told you but took your cash anyway) so how are you suppose to raise funds for your company? First, you’ll find that you’ll eventually need to make your way to an actual PPM author, not a broker so that you can get a PPM that protects you from lawsuits and gives the investor a real breakdown of the upside and downside of your business.

Next you’ll need to find a “Investor Finder”, yes this is an actual term for an individual or corporate entity that is completely submerged in the accredited investor realm and is able to match your opportunity with friends that he/she has in their database of real, accredited investors. This is the second half of the PPM equation.

Don’t kid yourself and don’t allow yourself to be lied to; you’re going to need a seasoned professional to help introduce you to investors that have the capital to help you get to where you need to be. Friends, family and employees will commit to investing in your company until your PPM is completed and it’s time to make good on their commitment; all of a sudden little Johnny needs braces and Sally is in the hospital with pneumonia, this happens all the time. Now what? With a real Private Placement Memorandum and a solid Investor Finder you’re problems are basically over. Investigate where the author and I.F. stand in the Internet public domain and after you find a company that meets your needs, get moving and start raising capital.

The internet tells all when it comes to reputations, you’ll be able to tell the difference between a seasoned veteran and a startup consultant after on Google Search and a phone call. A PPM can make raising capital quick and easy if you have the right firm in your corner.

Private Placement Memorandum, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!


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Private Placement Memorandum: How to Get the Investors You Need

November 27th, 2009

Entrepreneurs are being turned onto Regulation D in droves. Regulation D Rule 504, 505 and 506 allow companies a more lenient fund raising process than those who choose to go public by other means. In the past year I’ve seen more PPM consultants pop up on the internet than ever before and I have to admit I’m concerned. As a veteran in this field I’ve seen it all, now we have a legion of self proclaimed Reg. D gurus who buy templates, add some text and tell their clients that they are delivering a customized offering memorandum; here’s where things go bad and a difficult situation gets even worse. You have this worthless document, now what?

You need to gain the confidence and capital of accredited investors without soliciting as dictated in Regulation D Rule 502c. Now you have a worthless document that you can’t solicit investment capital for (which your guru consultant never told you but took your cash anyway) so how are you suppose to raise funds for your company? First, you’ll find that you’ll eventually need to make your way to an actual PPM author, not a broker so that you can get a PPM that protects you from lawsuits and gives the investor a real breakdown of the upside and downside of your business.

Next you’ll need to find a “Investor Finder”, yes this is an actual term for an individual or corporate entity that is completely submerged in the accredited investor realm and is able to match your opportunity with friends that he/she has in their database of real, accredited investors. This is the second half of the PPM equation.

Don’t kid yourself and don’t allow yourself to be lied to; you’re going to need a seasoned professional to help introduce you to investors that have the capital to help you get to where you need to be. Friends, family and employees will commit to investing in your company until your PPM is completed and it’s time to make good on their commitment; all of a sudden little Johnny needs braces and Sally is in the hospital with pneumonia, this happens all the time. Now what? With a real Private Placement Memorandum and a solid Investor Finder you’re problems are basically over. Investigate where the author and I.F. stand in the Internet public domain and after you find a company that meets your needs, get moving and start raising capital.

The internet tells all when it comes to reputations, you’ll be able to tell the difference between a seasoned veteran and a startup consultant after on Google Search and a phone call. A PPM can make raising capital quick and easy if you have the right firm in your corner.

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


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Take Your Company Public: How To Find a Consultant That Can Make The Process Fast and Easy

November 19th, 2009

So many companies dream of going public to raise massive amounts of capital, as set up for an exit strategy, to make acquisitions with stock and for many other reasons. While your intentions may be pure and with genuine motives, you’re entering shark infested waters of boiler rooms, crooked attorneys and underbelly consultants who have made careers off of taking well intentioned executives just like you for a 24 month roller-coaster ride while they take every penny you have as your company shrivels up like week old road kill.

Just and honest consultants in the ‘public offering’ industry are as rare as the illusive white elephant. This industry exists in a cesspool surrounded by rose gardens; from afar it looks amazing and an image of a dreamland but get up and close and the sludge and odor are enough to make you run and hide. So what do you look for in a consultant? The best consulting firms are the ’boutique firms’ with minimal overhead that keep a low profile and are made up of 3 or 4 ‘partner’ consultants.

These firms typically have the experience of working with the large consulting groups but for one reason or another have decided to leave and go out on their own. The great thing is, these small groups typically have massive contacts and process your entire public offering in-house. Offering a complete turn-key solution that is managed in-house offers a huge advantage because there is accountability and you can actually build a relationship with the people that are making your dream of a public offering come true.

These ’boutique’ consultants will usually stay on board as growth consultants for the life of the company in exchange for modest fees and a pre-IPO or pre-OTCBB equity position. The large firms will hack you out at the knees and gouge you with fees while they take massive amounts of equity in your company which takes away your bartering chip when you need to offer more stock to the public to raise capital.

The small firms will also work one on one with you to show you how to use your stock to grow through acquisition and other nifty ways to use stock to grow. Seek out the boutique consulting firm and save the attorney for spot audits. Hold on to your cash. Why pay outrageous fees to lawyers when you can pay 60% less with a small consulting firm that will add all the bells and whistles for free and actually get your stock trading, usually in half the time?

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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Take Your Company Public and Pass Due Diligence With a Good Publicist

November 19th, 2009

Here’s the deal, if find yourself paying your publicist to hit up radio, print media and television executives to give you a minute and insignificant slot in their barrage of media hodgepodge so you can go in, suck down your pride, look like an idiot to the masses then walk away with your tail tucked between your legs it’s time to wake up and experience the cutting edge hybrid publicity marketer and all the power that goes with it.

The truth is that the industries of the publicist and the advertising firm have merged into one, crystal clear beacon of light that has transformed the promotional industry forever. Publicity marketers are a very small and difficult to find group of online promotion guerillas that blast the internet with everything that the search engine craves and more so that your company comes up over and over again on the natural search results for industry specific keyword phrases that demand attention.

There are no spam or black hat methods at work. Publicity marketers grew up as personal computers became popular and were in college in the’90’s during the internet boom. These were the guys that kept companies moving after the tech crash and soon, their services became valuable to venture capital firms with IPOs to publicize, viral media to cater to the promotional needs of video game and film companies with a new hit and corporations that needed rapid reputation repair or solutions to a hostile competitor that was taking more than it’s share of a niche market.

The publicity marketer has the creative capacity to plunge his hands into the on the emotional programming of the consumer while simultaneously and gently cornering them in a way to trigger that internal buying mechanism that exists in the subconscious mind of everyone. Real publicity marketers can take any company, concept or brand and make it an online sensation in a very short time.

The publicity marketer is the new generation, web 2.0 promotional guru. If you’re still paying separate companies for your publicity and advertising needs, it’s time to track down a publicity marketer for one, ultra-powerful, turnkey solution that will start generating results immediately.

Take Your Company Public, Visit Princeton Corporate Solutions site or call 267-233-0183 Corporate Publicity at it’s finest


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Take Your Company Public: How To Go Public Easily 100% of the Time

November 19th, 2009

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 start-ups 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 McDonald’s, 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.

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


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Do You Want Go Public With Your Company

November 19th, 2009

Take Your Company Public: Beware of Scams! Many entrepreneurs dream of taking their company public and expanding their venture into an international enterprise that begins to hemorrhage investment capital and profits from the get-go but then reality sets in as one begins to navigate the dingy, shark infested waters of the ‘go public’ market place. There are consultants and boiler room penny stock misfits just waiting for you to stumble onto their site and in only a few minutes on the phone you’re reeled in and signing contracts and making wire transfers and equity disbursements and at the end of the grueling 3 to 6 month process, you’re broke, your company is in shambles and you just stand their staring off into space feeling like the boogeyman just slapped you around. Welcome to an industry where the weak are preyed upon like wolves on an injured lamb tangled in a fence.

If you are serious about going public there are some structures to stay away from because 99.9% of the time they fail. Pink Sheets and Reverse Mergers into a public shell are two formations to be very weary of. Pink Sheets are almost a completely unregulated trading platform and known by any savvy investor as the ‘red light district’ of the public trading industry. Pump ‘em and dump ‘em is the name of the game with Pink Sheets. Stock Price manipulation is as common with pink sheets as gross stench is to 5 day old road kill on a desert highway. If you are going to get involved with Pink Sheets find an attorney or consultant that can guide you around the scammers, it’s difficult to make in on the Pinks but I have heard of a few companies making it.

The next cesspool in the trading industry is ultra popular (for newbie’s) and the number one ‘big mistake’ made by countless ‘go public’ rookies, the reverse merger into a public shell…ouch! It even hurts to say it. I get calls on a daily basis from business owners who thought they were getting droppings of manna from heaven when a consultant suggested that they save $100,000’s and months of work by simply buying a public shell and merging their entity with it and abracadabra you’re big time and public and making millions. Sadly the reality is that this poor sap just spent $200k on an entity with liens and 15% equity distributed to a group of investors who pumped up the stock and dumped it before the ink on the contracts was dry. Now his dreams are shattered, he’s broke; his company will get stripped down and sold off in pieces like an unlocked car in the ghetto.

It’s sad when I see the same scams perpetrated on the uninformed over and over again. If you are trying to raise capital, find a consultant, objective broker dealer or attorney who will listen to your needs and before doing anything will give you the good and bad news about the various options. Taking your company public can be one of the most rewarding experiences of your career. You can purchase other companies with stock. You can use stock as collateral for quick loans to support growth. You can reward employees with shares in the company for meeting certain objectives.

Go public, fulfill your dreams just use caution as you proceed.

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


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Offering Circular Basics: A Must Read If You Are Raising Capital

November 12th, 2009

Are you a business owner raising capital with a Regulation D Rule exemption (504, 505 or 506) also referred to as a Private Placement Memorandum, PPM or Offering Memorandum? If you are using this mechanism to raise capital then you’ll, no doubt, have to have a solid comprehension of the most distinct and important part of the Private Placement Memorandum referred to as the ‘Offering Circular’.

When your consultant or attorney is asking you for details on everything from business location to management, from dividends to risk details, you need to make sure that this information is complete and accurate. You’ll need to audit the documents after they are completed. A solid Offering Circular has kept countless companies from being sued by investors that didn’t get the investment return they were anticipating.

While the business plan is meant to grab the initial attention of the investor or funding source, the Offering Memorandum is meant to spell out the down and dirty details of the venture so that you are protected from lawsuits down the road, while simultaneously exposing the various ins and outs of your venture to give a ‘reality check’ to the investor before they hand over the cash.

The offering circular needs to be powerful yet very compact without the redundancies of using space to say the same things over and over again to pull the investors attention from the negative to the potential profit margins or management’s impressive pedigree. With all this said, yes it’s true the offering circular is one of the parts of a PPM spells out the technical aspects of the enterprise with a focus on inherent risk of investing but this can be done in a balanced way to also demonstrate the positive aspects of your venture by giving solid descriptions of your management team and, in place, distribution centers and contracts in place ready for capitalization.

When authoring the offering circular demonstrate the risks with a well balanced demonstration of the system in place to overcome these risks and dominate your market niche.

Call Princeton Corporate Solutions at 267-233-0183 if you would like to talk to someone about yourOffering Circular, Want to Take Your Company Public We Can Help!

categories: Offering Circular,offering circulars,offerings circular,ppm,private placement memorandum,raise capital,how to raise capital,Princeton corporate solutions,james scott


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