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Going Public Process

A Proven, Repeatable Format

The process of providing private company access to the public markets

  • 01 DOCUMENTING

    Corporate documents, including the Offering Memo, FORM D(s) and any other state docs are compiled.

  • 02 CAPITALIZING

    In this step, the Offering Memo is taken to market to raise the initial corporate capital.

  • 03 REGISTERING

    Filing Form 10, S-1 or other necessary reg documents to get the shares traded publicly.

  • 04 FILING

    Securing a Market Maker or Broker for NASD submission and writing 15c211 and other due diligence materials.

  • 05 PROMOTING

    Developing a PR and Investor Relation strategy once the public status has been announced.

Detailed Outline

The following pieces will provide some meaningful insight into our process and methodology (titles are “clickable”).

Consultation

The first step is to give us a call. Explain to us what your company does and why you would consider going public. Most often the reason is to secure investment capital. We will thoroughly explain the process and answer all your questions.

Company Review

This step is what sets us apart from the competition. We present you and your company to the Market Maker to determine if they will accept you as a client and prepare your 15c2-11 form and submit it to FINRA. Without a Market Maker to sponsor your 15c2-11, you cannot go public. Additionally, you may find it very difficult to raise capital from Accredited Investors if you have not secured a Market Maker. Once approved, you will receive a letter of intent that will be presented to potential investors as proof that a Market Maker has agreed to accept your company as a client.

Private Placement

The Private Placement Memorandum (PPM_ package will be created by the Broker/Dealer. It will include the offering document and subscription agreement as well as additional documents that are required to completed the offering. A Reg-D 506 offering will allow you to raise up to $1,000,000. This can be accomplished by raising $25,000 from 40 investors, which will give you the required amount of shareholders to go public.

Open an Escrow Account

The Securities Attorney will open an Escrow Account to hold funds received from Investors in the Private Placement.

Raise Capital

The FINRA Broker/Dealer will raise $1,000,000 by selling shares to 40 investors at mutually agreed upon terms. Each investor will receive shares of restricted stock that will be registered in the Form S-1 offering. Remember, you may not raise money from the date you file with the SEC until the SEC clears the filing. So make sure you have sufficient capital to carry you through this process before you file with the SEC. Also, keep in mind that the only legitimate third party that can legally help you raise money is a FINRA Registered Broker/Dealer. No other type of firm can legally raise money for you. If the person offering to help you raise money is not a FINRA registered broker/dealer, they are not acting in compliance with the law and you face scrutiny from both the SEC and FINRA.

Audited Financials

Your financials must be audited by a PCAOB accounting firm that is member of the Public Company Accounting Oversight Board, or PCAOB. This is necessary for the Form S-1 registration. The auditor will deermine the type of financial statement and periods required to be audited. The objective is to express an opinion on the financial statements in accordance with generally accepted accounting principles in the United States (GAAP).

Management Discussion & Analysis

Prepare a “Management Discussion and Analysis of the Financial Condition and Results of Operation” which includes a written comparison of items in your financials from your current period to the same period last year, a discussion of your liquidity and capital resources and a milessone table for items you intend to accomplish in the coming year.

Legal Due Diligence

A questionnaire that includes information about your Business, Management, Personnel, Operations, General Ledgers, Financial Statement, Financial Statement Footnotes, MDA, Milestones and Use of Proceeds and Dilution Tables.

Market Maker

The Market Maker must complete and submit the Form 211 or 15c2-11 application to FINRA and must agree to act or serve as the market maker for the company’s securities. The Market Maker will participate in the buying or selling of your stock on a continuous basis at the price quoted publicly. The Market Maker will obtain a trading symbol for your company.

Transfer Agent

The Transfer Agent will certify your shareholder list for submission to FINRA and will also obtain a CUSIP stock identification number for you. The Transfer Agent will print and deliver stock certificates to your shareholders.

Edgarization

The Securities Attorney will obtain the required SEC filing codes to allow for the submission of documents in the SEC mandated format under what the SEC calls their EDGAR system. The SEC will not accept documents in Word or WordPerfect format. Once EDGARized, your documents can be submitted to the SEC via the EDGAR system.

S&P Listing

In order to trade on the OTCBB under the laws of 35 states you must obtain a listing in the S&P Corporate Manual.

S-1 Registration

A Form S-1 registration statement is considered a full registration of a company’s securities. With Regulation A+ mini IPO a similar document called the Form 1-A must be submitted. The Form S-1 contains a list of all the shareholders who purchased shares in your Private Placement. Once the Form S-1 becomes effective these shares will be registered and considered free trading. Your shareholders will be asked to deposit their shares into a brokerage account for sale into the open market once your company is cleared for trading.

Respond to SEC Comments

The SEC will have questions, comments and requested changes on your Form S-1 filing. The Securities Attorney will answer each of these comments which will require resubmitting the amended Form S-1 registration.

Respond to FINRA Comments

FINRA will have questions and comments on the Market Maker’s Form 211 FINRA filing. The Market Maker will answer these comments with revisions of the 15c2-11.

DTC

One of the company shareholders will deposit their shares with the Market Maker, who would apply for the DTC eligibility through a clearing firm affiliated with DTC. Once done, the stock can be bought and sold electronically through any broker or online trading firm. DTC eligible is also required to transfer shares electronically between brokerage accounts.

Reporting

As a public company you are required to be “transparent” in your operations so that investors can make an informed decision before investing. This is accmomplished by filing an annual report (10-K) and a quarterly report (10-Q) as well as a report on substantial events (8-K) with the SEC. The 10-Q is an abbrefiated version of the 10-K containing reviewed (not audited) quarterly financial statements and a management discussion and analysis with the same requirements as the Fomr 10-K. The Securities Attorney working in tandem with the PCAOB CPA will assist you in preparing these reports.

Investor Relations

The IR firm will assist you in building a rich relationship with shareholders and investment professionals, while helping to build long-term reltationships with both institutional and individual shareholders. They will also prepare press releases and disseminate important information about the company. A rigorous approach to disclosure can help keep your message focused, deal effectively with rumors and discourage shareholder lawsuits.