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INDEX TO ARTICLES
 
CORPORATE STRUCTURE
 
CORPORATE STRUCTURE - SOME INITIAL DECISIONS TO MAKE FOR YOUR COMPANY
 
  • PARTNERSHIP, LLC or CORPORATION
  • WHERE TO INCORPORATE – Your state, Nevada or Delaware?

UNDERSTANDING SHARES

  • AUTHORIZED SHARES  – How many common shares should you have?
  • PAR VALUE – What is it?
  • PREFERRED STOCK – Should you have Preferred shares when you incorporate?
  • ELECTION AS A SMALL BUSINESS – Sub-Chapter S or not?

SEEKING CAPITAL FOR YOUR COMPANY

ARE YOU PREPARED FOR INVESTMENT CAPITAL?
 
  • BUSINESS PLAN – THE IMPORTANCE TO YOUR COMPANY
  • EXECUTIVE SUMMARY
  • PROFORMA

STAGES OF INVESTMENT CAPITAL

  • Seed Capital  
  • Research and Development stage
  • First stage/Start-up
  • Second Stage/Expansion
  • Mezzanine  
  • Bridge Financing
  • Acquisition or Merger
  • Turnaround
 
TYPES OF FINANCING
 
  • Friends and Family.
  • Angel Investors  
  • Strategic Partners
  • Investment Clubs and Groups  
  • Venture Capital Companies
  • Private Placement
  • SCOR
  • Crowdfunding HR 3606
  • PIPES – Private Investment In Public Entity
  • Public Offering
  • Debt  Financing
    • Small Business Administration
 
ABOUT SELLING SECURITIES
 
  • ACCREDITED INVESTOR – WHAT IS IT
  • BLUE SKY LAWS – WHAT ARE THEY
  • PRIVATE PLACEMENT MEMORANDUM (PPM)
 
GOING PUBLIC
 
METHODS
  • IPO'S & SHELLS
THE PROCESS
 
  • THE REGISTRATION STATEMENT
  • “SHELL”  COMPANY“ – What is a “Shell” Company?
  • CUSIP NUMBER FOR CORPORATION – What is it? How to apply?
  • AFTER CLEARANCE OF THE REGISTRATION STATEMENT BY THE SEC
  • AFTER THE SHARES ARE SOLD
  • BROKER-DEALER – What they do.
  • SHAREHOLDER LIST STOCK REGISTER – How to maintain?  How to get one?
  • TRANSFER AGENT – What is a transfer agent?
  • FINRA – Financial  Industry Regulatory Authority
  • FILING THE 15C2-11 – What is it? How to file?
  • TICKER SYMBOL – Why do I need one?  How do I get one?
  • EDGAR – What is it?
  • XBRL – What is it? Who does it?
  • DTCC – Depository Trust & Clearing Corporation – Who are they?  
  • DWAC – What is it? How does it apply to your company?
 
AFTER BECOMING A PUBLIC COMPANY
 
  • FILING ANNUAL AND QUARTERLY REPORTS TO THE SEC
  • STOCK EXCHANGES – What are the differences?
    • OTCQX
    • OTCQB
    • OTCBB
    • Pink Sheets
  • SELLING RESTRICTED SECURITIES – FORM 144 LAWS AND RULES
  • STOCK POWER – What is it?  How to get one?
  • MEDALLION GUARANTEE – What is it? How to get one?
  • NOBO LIST – What is it? How to get one?
  • SPINOFF OF A SUBSIDIARY OF A COMPANY – SEC Rules.  How to do it?
  • FOOTNOTE 32 – What is it?
  • STREET NAME – What is it?
  • LOST CERTIFICATE AFFIDAVIT – How to get one?
 
OTHER INFORMATIION PERTAINING TO THE SEC AND IRS
 
  • WORM/WULFF LETTER – SEC
  • SECURITIES ACT OF 1933 and the SECURITIES EXCHANGE ACT of 1934
  • STATUTE OF LIMITATIONS – EACH STATE IS DIFFERENT – DOES IT EFFECT YOU?  
  • STANDARD INDUSTRIAL CLASSIFICATION (SIC)  WHAT IS IT? – WHEN TO USE IT?
  • EMPLOYEE OR INDEPENDENT CONTRACTOR - IRS DEFINATION
  • SALE OF THE OTCBB BY FINRA
  • QUESTIONS FRDOM FINRA IN FILING THE 15C2-11
  • 28 RED FLAGS WHEN FILING A 15c2-11


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