BENFITS OF PUBLIC COMPANY VS PRIVATE COMPANY
You can raise money as a public company, and later revert back to a private company!
Any company can go public even a startup.
We help with all SEC registrations
We are able to have you registered with the SEC as a public company is less than two weeks.
You can raise money as equity (selling Stock)
You can raise money through a debt offering, (Selling Bonds) or
You can raise money through a debt offering coupled with an acquisition of government backed securities that will pay the interest. (We provide both)
You can pay many business expenses with stock.
You can use trading stock to capitalize your company.
You can use stock to acquire other companies, barter and trade of stock is non-taxable.
We introduce you to the Investment Bankers community for your capital raise.
Our Attorneys’ have more than 30 years’ experience (each) helping companies raise money through public offerings.
As a Public Company your valuation is much higher.
Your stock is a currency. Which can open many barter opportunities
The most cost-effective manner of raising capital today is a Public Company. One reason, a private company is limited by SEC regulations against advertising, and Lenders often require the Company (borrower) have anywhere from 25% to 35% cash in the project and a credit score above 650.
For a company to go Public, there is no minimum credit score. There also is no need to have a minimum investment.
The benefits of being publicly traded can include: improved liquidity, higher company valuation, the ability to make acquisitions, attract and retain employees with the company's stock and or options, and greater access to capital at a lower cost. In addition, being a publicly traded allows a company to make acquisitions with its stock. And a final note public trading status often leads to a higher price at a later offering of a company's securities.
Are you interested in starting a business, acquiring a business, expanding a business you current operate?
Minimum funded amount $1,000,000 and up.
There are three ways to fund your project.
We start with a public company, a Securities and Exchange Commission (SEC) registered shell company. We reverse merge you into the company, and you take complete control of it.
The shell company is registered with the Securities and Exchange Commission (SEC) and is owned by our associated firm, a 20-year veteran taking companies public, with an additional 20 years at Merrill Lynch. Their SEC attorney has thirty-three (33) years of SEC experience.
After you own the shell, there are three choices to raise the money.
1. By selling shares…Stockholder equity.
2. By offering debt securities called Bonds…if the company can pay the interest on the bonds until they are redeemed…usually 5 to 9 years.
3. By offering debt securities and acquiring Mortgage Backed Securities (MBS) that will pay interest of about 12% per annum which will pay the interest on the Bonds and retire the debt in a few years leaving the company free of debt or equity shareholders….
We have both the SEC Shell, and a group that acquire for the project the Mortgage backed securities.
There are no up-front fees to us. If we approve the project, we are paid out of the capital raise…There also is no up-front fee to the group that provide the Mortgage Backed Securities.
What is required?
The Public Shell (already formed) SEC filing fees, at least one-year audited financials and a transfer agent to handle Bond or Stock transfers.
Our SEC Attorney can handle all necessary details.
On a daily basis we in the finance industry receive request from individuals, that have a dream, an idea that requires literally millions of Dollars, but have few options for that dream to come true.
Investors or borrowers should know that for every business or real estate opportunity, there is a corresponding financial instrument to make that dream become a reality.
Most people are aware of a Federal Agency, known as the Securities and Exchange Commission (SEC). Nonetheless, many are unaware that there are exemptions from a SEC filing requirement.
These range from Reg “D” 504 (up to $1,000,000) which may also use a NASAA approved form U7, which is a question and answer format, known as a SCOR offering. This particular form is available through the North American Securities Administrators Association, (NASAA) and allows a small offering up to $1,000,000 with State approval, first obtained, and to non-accredited investors.
Reg “D” 505 (up to $5,000,000) and Reg “D” 506 (an Unlimited amount) Reg “D” has an additional offering known as Reg “D” 506C which also has an unlimited amount but this regulation allows the company to advertise only to accredited investors.
The SEC also provides information about who and what constitutes as an accredited investor, we have that data base available to raise funds for your deal.
The requirements of these offerings is, (1). You must have a Private Placement Memorandum that complies with the regulation, and (2). You have to find investors that are accredited investors who will invest in your company, and (3) an exit strategy for individual and companies that invest in your offering.
We have the expertise to find solutions to all three issues including the exit strategy.
For more information call for a free financial consultation.
HOW TO START A PUBLIC COMPANY
In today’s financial atmosphere, where commercial loans are a dwindling possibility, except for the most credit worthy and experienced borrower. Borrowers are hearing more and more about Public Companies, what they are and how they work.
Listing your company with the Securities and Exchange Commission (SEC) can help even startup companies. There is no minimum just as there is no maximum amount that is required or sough in order to ask for the Publics financial investment.
A Form 10 registration statement is used to register a “class of securities”. A Company that has more than $10,000,000 in total assets and 750 or more record shareholders is required to file a Form 10 registration statement. A Start up with minimal or no real assets is not but may at their discretion.
The advantage of a form 10 filing, is that the company becomes eligible to use SEC rule 144 to sell restricted securities, even as they have not filed an S1
A Form 10, is a general form for the registration of securities. And a form S1 is the initial registration form for new securities required by the SEC for all public companies. You may bypass a form 10 filing, depending on the status of your company, accordingly, should your total assets be less than $10,000,000 and your shareholders of record be less then 750 a form 10 may not be required. You can become a public trading company by filing a Form S1only.
Note Shell Companies have generally filed only a Form 10.
In addition, any company, whether publicly held or not and with or without assets, may voluntarily file a Form 10 registration statement at any time. A Form 10 registration statement automatically becomes effective sixty (60) days following filing.
The difference, An S-1 filing is required before shares can be listed on a national exchange. Form S-1 requires companies to provide information on the planned use of the sought capital requirements, to detail the current business model and competition, and provide a brief prospectus of the planned security itself, offering price methodology and any dilution that will occur to other listed securities.
A Form 10 registration statement does not make a company public. A public company, by definition, has public shareholders. A Form 10 registration statement can be filed by an entity with a single shareholder. Moreover, regardless of the filing of a Form 10, a Company must satisfy other regulatory obligations to trade its securities, it would require public shareholders, holding freely tradeable shares.
Restricted securities could be sold under Rule 144, a Form 10 registration statement has become an important avenue for many previously non-reporting entities. Technically Rule 144 provides a safe harbor from the definition of the term “underwriter” such that a selling shareholder may utilize the exemption contained in Section 4(1) of the Securities Act of 1933, as amended, to sell their restricted securities.
Shell Companies and Rule 144
In order to use Rule 144, a Company must have ceased to be a shell company, be subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; (Which is what Form 10 accomplishes) have filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, other than Form 8-K reports; and have filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer a shell company, then those securities may be sold subject to the requirements of Rule 144 after one year has elapsed from the date that the issuer filed “Form 10 information” with the SEC.
In addition to filing annual reports on Form 10-K and quarterly reports on Form 10-Q, public companies must report certain material corporate events on a more current basis. Form 8-K is the “current report” companies must file with the SEC to announce major events that shareholders should know about.