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Archive for March, 2010

Take Your Corporation Public: Anatomy of an S-1

Your company is growing. Now you are ready to start raising serious capital and you here the public fund raising markets. Here are the basics of your S-1 filing. Know the lingo before you hire a consultant. Because companies must adhere strictly to SEC regulations, initial prospectuses are similar in their organization. Each S-1 generally consists of the following sections:

Front Section — An S-1 contains a small amount of information not available in a prospectus. In this first section, you can quickly find the issuing company’s phone number and get a vague sense of the future offering price.

Cover/Inside Cover — The prospectus cover outlines the general terms of the offering, including names of the underwriters, number of shares offered, and pricing information. The actual share price is absent from a prospectus until the day of the offering.

Prospectus Summary — Here you will find a brief synopsis of the company’s business and history, a modest discussion of the change in capitalization to occur as a result of the offering, and a useful summary of financial information covering the last five years, if available. If you are screening prospectuses for investment ideas, start here.

Risk Factors — After you have read a few prospectuses, you will become familiar with the “usual suspects” in this section, including “Possible Volatility of Stock,” “Limited History of operations,” “Dilution,” and “Dependence on Key Personnel.” Nevertheless, this section is a worthwhile read to be sure that you understand the challenges facing the company’s management. The discussion of competition can be sobering, but it can also provide a means to compare the value of the issuer against the financial performance and market valuation of its competitors.

Taking your company public should be an exciting and revitalizing time. Don’t take unnecessary risks, hire a consulting firm who can streamline this process and deliver the results you’ll need for success!

Get S-1 Filing InformationWant To Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Doing Experiments to Earn a Living

In these tough financial times most folks are looking for ways to make a bit of spare cash to supplement their incomes. Second (and even third) jobs are probably the most popular way of doing this but certainly not the only ones. Taking part in surveys, study groups and experiments is another sure fire way of generating supplemental income and this article will outline how to make money doing experiments, in particular medical studies.

Study groups, questionnaires and experiments, particularly medical experiments are a handy source of extra income for millions of people across the globe. They are generally quick, safe and often take up no more time and effort than filling in a form.

These experiments can range from simple, one step questionnaires and interviews to lengthy, double blind pharmaceutical trials. Obviously the amount paid will differ considerably depending on the type of experiment. The main thing to keep in mind is the fact that you won’t be partaking in any Frankenstein style body part replacements.

Medical experiments cover a large range of information and research gathering exercises and can be as simple as a questionnaire or quiz to medical checkups and lengthy drug trials. They usually pay fairly well with the more involved tests obviously being the most lucrative.

Sometimes the experiments involve a medical interview or examination which may require the participants to undergo a physical check up, MRI scan, EKG or have blood tests done. Although these usually pay more than the quiz style experiments, you may want to avoid them if you are queasy.

Physical medical checkups or examinations involve participants undergoing MRI scans, blood tests or EKG’s in addition to general physical check ups. This type of experiment pays better than the quiz type of test, but may not be a good idea for those who are a little shy of needles.

Pharmaceutical trials are among the longest experiments and usually involve the double blind style testing of new drugs. Placebos and the actual medication are randomly administered to persons with know conditions and the results monitored to establish the drugs efficiency.

Experiments to test new medical procedures are generally only carried out on patients with existing conditions that are already receiving alternate treatments. These tests are often the best paying but obviously the most restrictive in terms of the number of people who may take part.

So to earn cash and do something good for the community as a whole at the same time, take the time to find out more about how to make money doing experiments.

Like traveling but don’t have money? Now that you made a bit of money, couple it with a Travelocity promotional code and you are all set.

Mind Over Matter – The Facts And Fiction

A lot of people have a hard time believing that they can change their circumstances. If you are like most people, you believe that what you have is what you are stuck with. Understanding the concept of mind over matter will change all that.

The truth is, everything can be put down to mind over matter. We all have the capacity to master our own mind power. You just need to know how to do it.

One of the ways you can begin to develop using mind over matter is to practice turning your negative thoughts into positive affirmations. Spend some time thinking about what it means to control every aspect of your life with your thoughts. You could bring about a better job, more money, happier relationships, a healthier body and a happier disposition easily when you know how.

Now think about the things in your life you are happy for. You might be proud of your achievements, pleased with your home, happy with your relationship. Each of these circumstances are also a direct result of your mind’s power. After all, you made the choices that resulted in these things being in your life.

If you say ‘I have my job and I never have enough money’, your sub-conscious mind will begin to make sure these things come true for you. Your actions are dictated by your thoughts and your choices are influenced by your beliefs. So if you believe these negative thoughts, they will very quickly become your reality.

A good example would be to use mind over matter techniques by repeating to yourself several times a day something that you may not believe, such as “I love my job, my co-workers, and my boss”.

This is because your subconscious mind has already been programmed to make sure you hate your job and that you won’t be able to afford nice things or to make sure you continue to struggle to lose weight. These negative beliefs can highly impact all areas of your life.

You can easily see that everything is mind over matter once you take a step back and examine your previous experiences. Take for example someone who has been through a violent and abusive relationship. If they have been called names such as fat and stupid, eventually, if they remain in that relationship, their self-esteem will come soaring down.

You will begin to see that everything in your life is mind over matter once you take a step back and think about your previous choices and decisions. Take for example a person who has been through a violent or abusive relationship. If those people have been told repeatedly they are fat or stupid or useless, eventually they’ll believe it. Their self-esteem will come crashing down.

This is because the sub-conscious mind becomes programmed by telling it what you want to believe over and over again. At first a person in such a negative relationship might think ‘I’m not those things’. The thought doesn’t feel right, but over time they begin to believe it and then they begin taking actions that reinforce that belief.

The mind can do amazing things. You have most likely heard in various places that humans only use ten percent of their brain power – and guess what? That is a documented fact! Here we are with the remaining 90%, just allowing it to go to waste as time passes us by, when we could all be using it to empower our lives and ourselves!

You’ll be living a life full of abundance and joy once you’ve learned to master mind over matter techniques.

The author Jackie Traveller writes for the popular http://www.mindpower-info.com site. Discover the amazing experience of using mind power for yourself and get 29 Free mind over matter Binaural and hypnosis mp3 Audios And Videos when you visit here.

Want To Raise Capital? A Must Read If You Need Investors!

Regulation D, Under Sections 4(2) and 3(b) of the Securities Act of 1933, the SEC adopted Regulation D to coordinate the various limited offering exemptions and to streamline the existing requirements applicable to private offers and sales of securities. The Regulation establishes three exemptions from registration in Rules 504, 505, and 506.

Rule 504, which provides an exemption for non-reporting companies unless they are “blank check” issuers or certain “shells”, stipulates that: The sale of up to $1,000,000 of securities in a 12-month period is permitted provided that there is no general solicitation, the securities sold are restricted securities and cannot be resold except pursuant to a registration statement or exemption, and a notice must be filed with the SEC within 15 days after the first sale. Rule 504 does not provide an exemption under any state laws. In certain limited circumstances where an offering is conducted under state accredited investor exemptions, securities offered under Rule 504 may be freely transferrable. Unlike Rules 505 and 506, Rule 504 does not mandate that specified disclosure be provided to purchasers. Nonetheless, the business person should take care that sufficient information is provided to meet the full disclosure obligations which exist under the antifraud provisions of the securities laws.

Rule 505 was adopted by the SEC to provide small businesses more flexibility in raising capital than under Rule 504 – but without the uncertainty of determining the quality of the purchasers that generally is involved in using Rule 506. Rule 505 provides issuers a limited offering exemption for sales of securities totaling up to $5 million in any 12-month period.

Rule 505 contains certain restrictions regarding “accredited investors” and non-accredited persons. The-term “accredited investor” includes:

Banks, insurance companies, registered investment companies, business development companies, or small business investment companies; Certain employee benefit plans for which investment decisions are made by a bank, insurance company, or registered investment adviser; Any employee benefit plan (Within the meaning of Title I of the Employee Retirement Income Security Act) with total assets in excess of $5 million; Charitable organizations, corporations or partnerships with assets in excess of $5 million; Directors, executive officers, and general partners of the issuer; Any entity in which all the equity owners are accredited investors; Natural persons with a net worth of at least $1 million; Any natural person with an income in excess of $200,000 in each of the two most recent years or joint income with a spouse in excess of $300,000 for those years and a reasonable expectation of the same income level in the current year; and Trusts with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish audited financial statements.

If an issuer other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the issuer’s balance sheet (to be dated within 120 days of the start of the offering) must be audited.

Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish financial statements prepared on the basis of federal income tax requirements and examined and reported on by an independent public or certified accountant in accordance with generally accepted auditing standards; and The issuer must also be available to answer questions by prospective purchasers about the issuer or the offering.

Further restrictions under Rule 505 include:

The total offering price of each issue of securities may not exceed $5 million. The offering may not be made by means of general solicitation or general advertising. The issuer may sell the securities to an unlimited number of “accredited investors” and to 35 non-accredited persons. There are no requirements of “sophistication” or “wealth” for persons to whom the securities are sold. A company must take any necessary steps to ensure that the purchasers are acquiring securities for investment only, not for resale. The securities are thus “restricted” and investors must be informed that they may not be able to sell except pursuant to a registration statement or exemption from registration. The issuer is not required to file any offering materials with the Commission. Fifteen days after the first sale in the offering, the issuer must file a notice of sales on Form D. The notice also contains an undertaking under this Rule for the issuer to furnish the Commission, upon its staff s request, any information given to non-accredited purchasers in connection with the offering. Rule 505 does not provide an exemption from state securities laws.

SEC Rule 506 offers and sales of securities by an issuer that satisfy the conditions stated below are deemed transactions not involving any public offering within the meaning of Section 4(2) of the Securities Act. For an offering to be considered exempt from the registration requirements, Rule 506 stipulates: There is no ceiling on the amount of money which may be raised. No general solicitation or general advertising is permitted. The issuer may sell its securities to an unlimited number of accredited investors and 35 non accredited purchasers. Unlike Rule 505, all non-accredited purchasers (either alone or with a purchaser representative) must be sophisticated – that is, have sufficient knowledge and experience in financial and business matters to render them capable of evaluating the merits and risks of the prospective investment. The term “accredited investor” is defined under Rule 505.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish the same financial information as would be required by registration on Form S-1.

If the issuer cannot obtain audited financial statements without unreasonable effort or expense, then financial statements may be provided in accordance with the special treatment described under Rule 505.

The securities sold are “restricted” under the same stipulations in Rule 505.

A company is required to file a notice of the offering on Form D at SEC headquarters within 15 days after the first sale in the offering. All states except New York provide an exemption from state securities laws for offerings under Rule 506 but the company must file a copy of the Form D and pay a filing fee in each state. New York has a distinctive law which makes a Rule 506 offering within that state impractical.

Accredited Investor Exemption

The Small Business Investment Incentive Act of 1980 created a new statutory exemption from registration under the Securities Act for transactions involving offers and sales of securities by any issuer solely to one or more “accredited investors.” Under Section 4(6):

The total offering price of each issue of securities under the exemption may not exceed the limit on small offerings set by Section 3(b) the Securities Act, which currently is $5 million per issue. The offering may not be made by means of any form of advertising or public solicitation.

The term “accredited investor” is defined to include the same individuals and entities as included for purposes of Rules 505 and 506. The issuer is required to file a notice of sales on Form D with the Commission 15 days after the initial sale is made in reliance on the exemption.

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

Chakra Balance Is Essential For Everyone

Essentially all things must be in balance for the best performance, such as the mind that guides us, our protective environment as well as the chakras of our bodies. All of us have a physical body as well as a spiritual body, which is our consciousness, our spirit or soul.

Regardless of what we may choose to do, it is vital that we keep our spiritual and physical bodies in balance. Our physical bodies need such important elements such as food, water and air in order to survive and to maintain the balance of our entire being. Our spiritual bodies depend upon the accurate functioning of the seven chakras. In order to maintain the balance of our chakras this is very significant.

Whenever you cleanse your chakras, it is essential that you also balance your chakras. Chakra cleansing exercises help you to let go of any negative energy while also helping you to bring into your body, positive energy. This energy generates from the very placements of heavenly bodies such as the planets and stars.

Chakra balancing is achievable and takes place for every chakra in order to balance them all and not just individual chakras. This overall chakra balancing ensures that all body parts are in the best condition and enhances your overall good health.

Each chakra influences a particular vital organ of the body; therefore, it is essential that they all be in balance. Little problems of any vital organ can make for very uncomfortable living for anyone.

One essential ingredient for cleansing and balancing the chakra is an ample amount of water. Drink lots of water daily while also bathing regularly and be sure to enjoy other water activities such as swimming. All of these will help align and balance the chakras.

Various colors are essential to our wellbeing of our lives, because each chakra relates to a particular color. It is helpful to bring the right colors that relate to the chakras that suffer from imbalance into your life. Color therapy is a most productive means of treating chakra imbalance.

You can effectively relax your inner body by the use of various meditation techniques. Getting enough sleep will rest your physical body while it recharges itself and help to maintain a balance of the chakras. Meditation plays an essential role for providing an adequate amount of rest for the soul. It is essential that your spiritual self relax, since this will enhance your focus as well as refresh the soul.

Sleeping is in fact a means of meditation since it can provide the body with the relaxation it needs while also recharging the chakras with energy. It is vital that your body gets the sleep it requires.

You can use all these methods. Another element you should consider if getting regular exercise. It can keep the body limber, cutting down on damage and assist in chakra balance on a physical level. Exercising for hours is not necessary to maintain chakra balance. Getting a regular workout of about 10 to 15 minutes is satisfactory for chakra balance.

There may be an imbalance in your chakra because of the foods you eat. For instance, those who are overweight or suffer from malnutrition may suffer from chakra imbalance. Both of these issues can cause the body incontinences. Do not skip meals or avoid eating, as this can be hazardous to your good health. Instead, you should eat smaller meals more often throughout the day.

Clearly, chakra balance makes a big difference in the most favorable performance of all daily activities, because it helps to make certain that your chakras are in balance.

Donna O’Callaghan is one of the experts who writes for http://www.chakra-balance.com site. Visit here to see how knowledge of chakra healing secrets can change your life. You can also get free chakra balance audios when you visit here.

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