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.

Want To Grow Your Company? Free Reverse Merger Info Video , call Princeton Corporate Solutions at 267-233-0183. We can also help you create Global Strategic Alliances

advantage of taking company public · advantage taking company public · advantages taking company public · Internet Business

Becoming a publicly traded company is an exciting and rewarding experience. The following sets forth the method, steps, fees and estimated timetable to go public on the OTC Bulletin Board (OTCBB) ‘from scratch’, or through a self-filing and discusses the 1934 Exchange Act responsibilities after a company’s registration statement has gone effective (after the company has become publicly traded):

Prior to filing the registration statement, a company that wishes to go public must first obtain an audit of the Company’s financial statements for the past two fiscal years. For most companies, the financial audit can be completed in about a month and costs typically range between $5,000 and $25,000, depending on the complexity of the company financials.

A public company will also need shareholders. To that end, if additional shareholders are needed, the company going public will need to complete a self-underwritten Regulation D, Rule 506 offering in which the company sells shares of its stock to investors for real consideration. This is not a difficult task, so long as you have a properly prepared private placement memorandum (PPM) and you follow the relatively simple rules of Rule 506. The price per share and number of shares offered can be determined by the Company, but most registered broker-dealers that will eventually submit a Form 211 for an OTC Bulletin Board quotation prefer to have a minimum of 400,000 shares distributed among the investors.

In addition to the minimum number of shareholders requirement, a company must have free-trading shares, called the ‘float’, in order to go public. Upon completion of the private offering and the financial audit for the prior two fiscal years, an S-1 Registration Statement must be filed with the Securities and Exchange Commission (“SEC”) to register the shares sold in the private placement, thus creating the free trading shares. The completion of the S-1 process with the SEC will make the Company a 1934 Exchange Act reporting company, which is required in order to obtain a quotation on the OTC Bulletin Board. The SEC will review the S-1 and provide comments within 30 days from the filing date. Comments from the SEC typically relate to the terms of the offering, the Company’s business and its financial statements. It usually takes between 2 to 3 months for the SEC to approve a registration statement on Form S-1 and for the S-1 to become effective. However, the actual amount of time will depend on the level of review and number of comments given by the SEC and the corresponding response time by the Company in filing its amendments.

Shortly after filing the S-1 registration statement with the SEC, a market maker must be ‘engaged’ to file a Form 211 application with FINRA for the purposes of obtaining a quotation of its common shares on the OTC Bulletin Board. It is important to note that market makers cannot receive compensation for making a market in a stock, thus typically you must have connections to accomplish this. The timetable for approval of the Form 211 process is approximately 3 weeks to 5 weeks. However, the Form 211 will not be approved until the S-1 is approved by the SEC since the approval of the S-1 provides the “free trading” shares necessary to obtain the OTC Bulletin Board quotation.

The completion of the entire process to become a public company typically takes approximately 3 to 4 months from completion of the private offering and financial audit, however, the actual time could vary based on the factors discussed herein. If done right, with planning, hard work, the proper foresight, and a good firm guiding you through the process, going public is a truly exciting and rewarding experience.

Want To Grow Your Company? Free Reverse Merger Info Video , call Princeton Corporate Solutions at 267-233-0183. We can also help you create Global Strategic Alliances

board · board stocks · Internet Business · nasdaq otc bulletin · nasdaq otcbb · otc bulletin · otc bulletin board market · otc otcbb · Over The Counter Bulletin Board · reverse merger ipo · reverse merger process · reverse merger report · reverse merger stock

Do You Need Capital For Your Company? Build Strong Strategic Partnerships! In this economy, companies who survive have more than just a strong business model; they have aligned themselves with strategic partners in a joint effort to create a win/win relationship where each contributes to a pool of contacts, promotional initiatives and industrial knowledge.

Strategic alliances are the number one way to strengthen your company if you are trying to raise capital from venture capital firms, angel investors, hedge fund lenders, angel investors or if you are trying to take your company public. Empirical evidence companies who demonstrate a track record of unified success strengthens the package and puts you on the radar as an invest-able entity and you’ll start to get attention from the big players as you watch the value of your company soar.

The big question is, “Where do you find these partners and who can help you speed up the search?” You should start by having an executive meeting and put all your industry contacts together and invite these contacts to a networking ‘meet and greet’. Make it nice. Have a caterer, have giveaways etc. After you’ve done this the next step is to talk to your accountant, attorney, members of professional organizations in which you are a member, your banker, your billing service (if you outsource your invoicing), your financial adviser and/or consultant and any other professional that you’ve used in the past who has access to corporations in your industry or in a complimenting industry and can introduce you to new partners. This is exactly how ‘in demand’ executives and powerful CEO’s, CFO’s and consultants do it.

I have personally built a database of 10,000′s of contacts from using these methods, in fact I’ve never gone into a consulting situation where I couldn’t introduce my client to 1,000+ new strategic partners and I just cherry pick to find the best partners for my client. Your contact portfolio is the most powerful thing you’ll have in business. Contacts are your bartering chip when you’re in a crunch or when your board of directors is all looking at you waiting for a miracle. I have made it a point to create contacts in every industry no matter how polar opposite the industries may seem because it has allowed me to step into any situation with companies of any size and immediately start putting the pieces together and building an infrastructure based off of the powerful knowledge of dozens of industry experts.

Take the initiative and find a consultant who can help you launch your company into a whole new realm with the power and knowledge and expertise of a contact base built to induce growth and stability.

Want To Grow Your Company? Free Reverse Merger Info Video , call Princeton Corporate Solutions at 267-233-0183. We can also help you create Global Strategic Alliances

global alliance · Internet Business · strategic alliance · strategic partner · strategic partnership · strategic partnerships

Depression is a mental illness that affects the whole body, mind, and your thoughts. Depression may show itself as anxiety, mood bursts, irritation and frustration, and even chronic and non curing stress. As the mind is the controlling authority for your body, habits, actions and feelings, and as the depression heavily interferes with the functioning of the mind, you and those surrounding you are affected by your depressive behavior.

Depression has many causes. Biological, emotional, environmental and physical factors can result in depression . The genetic link cannot be ignored as well. Family history plays a major role in many diseases that are passed on down the line. It’s not just family history but also family dynamics. Living comes along with a lot of stress. For some there is a constant struggle to survive from week to week. Even success and fitting into society can be the problem for others. Despair can stem from people having been sexually abused, or even emotionally scarred. The list isn’t a short one.

Depression is often hard to find in its early form. It’s hard to see the symptoms even if a loved one suffers from this illness. Sadness on occasion is part of life. This is natural. Real depression is a lot more permanent and serious. It’s already too late for early detection when the symptoms interfere with life. People with depression feel lonely and fed up with general living. Signs of hope in their lives are gone. Sleep habits and enjoyment from life no longer exist. This is when treatment is critical.

Psychological treatment of depression (psychotherapy) assists the depressed individual in several ways. First, supportive counseling helps ease the pain of depression, and addresses the feelings of hopelessness that accompany depression. The length of treatment will vary, according to the severity of the depression, and the number and kind of life problems that need to be addressed. Most people will begin to experience some relief with 6 to 10 sessions, and approximately 70-80% of those treated notice significant improvement within 20-30 sessions. Mild depression may be treated in less sessions, and more significant depression may require extended treatment. Treatment sessions are usually scheduled once per week, although they may be scheduled more frequently initially, or if the person is experiencing significant life crises.

Cognitive therapy changes the pessimistic ideas, unrealistic expectations, and overly critical self-evaluations that create depression and sustain it. Cognitive therapy helps the depressed person recognize which life problems are critical, and which are minor. It also helps him/her to develop positive life goals, and a more positive self-assessment.

Due to these reasons, the herbal anti depressant preparations are used by an increasing percentage of patients suffering from depression, anxiety, and chronic stress as an effective way to cure depression.

Danny Smith Is Professional Developer of Depression Remedies,And Have years of Experience in this Field. He also been through the depression him self. Click here to find the best depression treatment ,products that can get rid of depression for life recommended by a professional in this field. http://www.treatdepressionathome.com

clubs · coditions · depression · Depression Therapy · diet · family · health · health and fitness · health help · healthy · Relationships · spa · woman issues

I was recently on a conference call with a new client and their accountant who insisted on meeting with me because he wanted to pre qualify me. After a few questions when I was setting up the call I could tell right away that this accountant was a pure amateur and was trying to look like the ‘big dog’ to his clients, being one who invites and enjoys confrontation I took on the meeting. I love negotiating and debating on topics in which I’m well versed so I knew this would be fun.

The call started with the accountant jumping in to take control of the conversation and asked me if I wouldn’t mind explaining what I am planning to do for this client. From beginning to end, this individual was completely out of his element as he’s never had direct contact with an IPO or Global strategies facilitator or someone with international legislative contacts to put to work on behalf of the client to expedite growth and revenues.

After my brief 30 second presentation there was silence on the other end of the line which typically means the opposing party cant intellectually formulate a response due to the sheer lack of experience in this field. So then I continued but instead of a presentation, I became concerned that I was getting involved in a project that had flees and I may need to step away if too many unqualified people were involved.

I proceeded to ask him the following questions that any consultant should ask of a person who claims to be an insider with your client. “How big is your accounting practice”…2000+ clients he boasts. My next question was “Wow! Great then please give me the breakdown of the inter-client base strategic partnerships you have created on behalf of this client to speed up their growth and increase their revenues?” He couldn’t respond because he didn’t know what strategic alliances were. I continued, being that this company has been trying to raise capital for over a year, with 2,000 clients obviously you have access to accredited investors, how much money have you raised and what SEC approved vehicle did you use to distribute shares for equity?” again, there was silence on the other end of the line. This was the way the entire call went which demonstrated to my client that they will obviously have to break out of that relationship for and experienced accounting firm who understands how to work with clients in expansion mode.

When you hire an accountant to do the books for your company, of course you want to make sure that they can perform the general tasks of numbers but you also need to evaluate their current client base and their track record for setting up partnerships between their clients? An accountant who doesn’t network his client base isn’t worth the fee. In this economic environment you need to choose your accounting professionals based off of strict criteria.

You don’t need a number cruncher. You need a number crunching networking executive with a strong and influential contact base to set up round table meetings, make introductions and help grow your company. Anyone with a general comprehension of tax law, book keeping and QuickBooks can be an accountant but few are able to facilitate all the additional services needed for an expanding corporation. You should pick an accounting firm based off of 10% expertise, 30% fees and 60% contacts and track record for helping expanding companies. Don’t settle for anything less.

Do You Need Massive Investor Relations that will put your stock price through the roof? Call Princeton Corporate Solutions at 267-233-0183 Taking Your Company Public and Stock awareness was never so easy.

how to qualify an accountant · how to qualify corporate accountant · Internet Business · qualities of a good accountant