Are you taking your company public? Here is what you need to know. Disclosure Obligations: “If my company becomes “public,” what are its disclosure obligations?”

The Securities Exchange Act of 1934 requires a company to file certain periodic reports once its registration statement has been declared effective. This obligation continues indefinitely unless:

At the beginning of any subsequent fiscal year, the class of securities offered is held of record by less than 300 persons; or

At the beginning of any subsequent fiscal year (except the two fiscal years immediately succeeding the year the registration statement became effective), all securities offered are held of record by less than 500 persons and the issuer has had less than $5 million in total assets for each of its last three fiscal years.

In these cases, the reporting obligation may be suspended. Otherwise, a company must continuously disclose certain information about:

Its operations; Its officers, directors, and certain shareholders (including salary, various fringe benefits, and inside transactions between the company and management); The financial condition of the business (including audited financial statements by an independent certified public accountant); The Public Company Accounting Oversight Board (or PCAOB) (sometimes called “Peekaboo”) is a private-sector, non-profit corporation created by the Sarbanes-Oxley Act, a 2002 United States federal law, to oversee the auditors of public companies. Its competitive position, material terms of certain contracts or lease agreements; acquisitions and mergers, creation of certain financial obligations, and material impairment of assets; unregistered sales of equity securities; changes in its accountant; and changes in its board of directors and management;

In addition, a company must promptly disclose to the public any information that would be considered important to its present or prospective stockholders.

All companies with total assets exceeding $5 million and a class of equity securities held by 500 or more persons are required by the Securities Exchange Act of 1934 to file the same supplementary, periodic, and current reports as noted above. Companies with these characteristics must also comply with the Commission’s proxy rules if proxies are solicited from holders of its securities. In such a case, the company must furnish all shareholders proxy statements disclosing all material facts concerning matters on which they are being asked to vote. If the proxy solicitation by management relates to an annual meeting at which directors are to be elected, the Commission’s proxy rules also require the company to furnish each shareholder an annual report disclosing certain information about the company, including audited financial statements for its latest fiscal year.

Exemptions

The Securities Act of 1933 provides several exemptions from the registration requirements; the most common are discussed below. Nonetheless, purchases or sales of securities (even in exempt transactions) are subject to the antifraud provisions of the federal securities laws. This means that issuers are responsible for false or misleading statements (whether oral or written) which may be redressed through private or government legal action, including criminal sanctions. Also, if all conditions of the exemptions discussed below are not met, purchasers may seek to have their purchase price refunded. In addition, the fact that an offending may be exempt from certain provisions of the federal securities laws does not necessarily mean that it is exempt from the notice and filing obligations of various state laws.

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

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.

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

categories: go public with your company,private placement memorandum,how to go public with your company,take your company public,take company public otcbb,take company public pink sheets,take company public reverse merger,Princeton corporate solutions,james scott

Are you trying to raise capital for your business? Have you been turned down by institutional lenders for loans and corporate lines of credit? Why deal with the hassle and embarrassment of perpetual declines and risk losing your business because of lack of cash? Wouldn’t it be great to raise capital quickly and easily for your company without constantly having to fill out scores of credit applications to stay afloat?

The important thing to realize is that if you are a small or medium size business and even if you are a start-up you can take your company public on OTCBB. When going public you really have two viable options: first, most people consider the IPO, but very few qualify because of the necessity of massive amounts of capital in reserve, SOX 404, extensive time in business and finding a broker dealer to take you through the process; the second option is taking your company public OTCBB (over the counter bulletin boards), this process is inexpensive, lightning fast, minimal qualifications and offers start-ups and small/medium size business the ability to raise gargantuan amounts of capital from investors worldwide.

There is no other way to go public on a legitimate platform. With Pink Sheets and Reverse Mergers you’ll only get burned so buyer beware! Are you short on cash? A popular mechanism for raising the initial capital to go public via OTCBB is by using a Private Placement Memorandum (Regulation D Rule 504) with a built in mini/maxi.

Right when you hit that minimum you can start using capital to grow your company while simultaneously initiating the ‘going public’ process.

The moral of this story…even if you’re a startup or small business owner you can raise capital by going public! Get informed and get funded.

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

categories: take your company public,otcbb,IPO,take your company public with otcbb,reverse merger,public shell,Princeton corporate solutions,james scott,princetoncorporatesolutions.com,investor finder,investor finders,investor finder service,investor finder services

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!

categories: software company,take your company public,otcbb,IPO,take your company public with otcbb,reverse merger,public shell,princeton corporate solutions,james scott,princetoncorporatesolutions.com,investor finder service,investor finder,investor leads

As a corporate publicist I’m constantly beat over the head with the latest and greatest way to get my client’s brand out to the public in an orderly yet expedient manner. Fly-by-night methods and organizations come and go, yet the original promotional concepts that yield that greatest results are still at the forefront of the publicity industry, they’ve just evolved and taken a different shape.

Pursuing to the emotional pressure points of the populace while weaving a web of information and post hypnotic cues through the cynical conscious minds to the unconscious faculty of legions of oblivious targets (oops! I mean ‘potential customers’) is still the name of the game. Television, the visual stimulus that fed exhausted, lackluster minds with a temporary, emotional escape from reality has been replaced by web-mercials and the fast pace of viral media.

The left brained minds that would gather facts on industry, politics and special interest concepts once supplied by the New Yorker and the New York Times is now replaced by the 24/7 information tornado of Web 2.0. Those colorful ads in Time and the Sunday paper have been overshadowed by interactive flash ads that cater to the senses of sight and sound. And of course the idiot radio DJ that would spit out grotesque and perverted one-liners while simultaneously converting the listeners mind matter to mush has been replaced by special interest audio and video Podcasts.

The actions and reactions of the general population have kept the same structure, but the adaptability and ability to absorb messages has evolved. When marketing to the masses the path to the decision making sector of the mind is still initiated with a single stimulus such as an image, sound or scent. When the attention is attracted, keep that initial stimuli active like the hypnotic dance of the cobra, then use the other senses to input messages for instant or future action, in most cases this action is a purchase.

Using TV commercials and disc jockey desasters to promote a business on a shoestring or unlimited budget is like passing up a brand new luxury sedan for a’85 Hyundai. These methods are out of date and should only be used as modest forms of passive branding while the heavy lifting of promotional branding and call to action publicity marketing should be done with online video, social and news bookmarking, press release distribution, blogging, unique article distribution, Podcasts and other innovative white-hat methods that cater to habits of modern man.

Want to find out more about Publicity Marketing, then visit Princeton Corporate Solutions website at Princeton Corporate Solutions

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!

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

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.

So, your company is ready for that next step and you’ve decided to take the dive into the world of public offerings and global fund raising. You imagine investors waiting with bated breath for your company to announce it’s share price and release shares for purchase. You’re imagining swarms of broker dealers clambering and falling all over themselves to promote your stock to their massive investor database while you sit back and fill your company’s coffers with millions in capital that will launch your corporation into the realm of superstardom and hemorrhaging expansion. You start to search the internet and come across ad after ad that promotes the idea that you could save $100,000′s if you buy a public shell and reverse merge your company with it, saving you time and money, resulting in achieving a public structure in only a few weeks. Buyer beware!

Reverse mergers into public shell companies is a process that rarely works and if, by some act of God, it is successful you still have countless issues to deal with that could crush your ability to succeed in an instant. Companies that sell shell companies and facilitate public offerings via reverse merger often have many fleas attached to the structure such as the fact that they retain 10% to 25%+ of the company’s shares that they can pump and dump anytime, resulting in a black eye to investors who see your stock plummet, resulting in almost certain bankruptcy and company failure.

Another prominent issue with this type of transaction is that usually the shell company has a complicated history of litigation and liens that you absorb when you merge and if this is the case you’ll spend all your time in ongoing legal battles as your company bankroll is spent on righting the wrongs of the previous owners. We could go on for days about the downside of reverse mergers into public shells but the moral of this story is, ‘do your homework’.

If you are trying to take your startup or small business public, take the extra steps (you’ll actually save money) and look into OTCBB, a legitimate, quick and long lasting way to take your company public without the drawbacks and definite complications of reverse mergers. You can take your company public via OTCBB for less than $100k and there are usually several ways to finance this process so you have minimal out of pocket expense.

Going public is easy when you team up with the right consultants that will help you bypass the dead ends and concepts that will take up your time and cripple your resources.

Want to find out more about Taking Your Company Public, call Princeton Corporate Solutions at 267-233-0183 Go Public easily, quickly and affordably.

Generating solid, long lasting publicity for your corporation, book, music group or any other type of genre 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 you need to use video, 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 targeted, industry specific keywords to help target your viewers.

Next write 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

I laugh when I turn on the television to see an author on a talk show telling the audience about their book or flip on the radio in my car and hear the morning DJ interviewing a self proclaimed expert of some new weight loss program where you can lose 500 pounds in 48 hours.

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

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

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

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

Want Publicity, that works? Check out Princeton Corporate Solutions. Call 267-233-0183 for a Publicity Marketing firm that can deliver.

categories: take your company public,taking your company public,otcbb,ipo,pink sheets,Princeton corporate solutions,james scott