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• PART l - OVERVIEW OF THE PROCESS
  
• PART II - ASSEMBLING THE IPO TEAM
  
• PART III - BEFORE THE OFFERING
  
• PART IV - THE PUBLIC OFFERING PROCESS
  
• PART V - COMPLETING THE PUBLIC OFFERING
• PART VI - INTERNET DIRECT PUBLIC OFFERINGS (DPOs)

• What's the IPO Outlook?
  
• Who are the IPO Players?
  
• Is My Company Ready?
  

• Advantages to the Company
  
• Advantages to the Founders'
  
• Benefits for the Entire Community of the Company
  
• The Securities Exchanges
  
• The Disadvantages of the Public Marketplace
  
• Disclosure -- (Accountability--Control or Loss of Control--Expenses)
  
• Frequently Asked Questions
  

• Private Financing
  
• Debt Financing
  
• Subordinated Debt
  
• Sources of Debt Financing--(Commercial Banks--Commercial Finance Companies--Leasing Companies--Savings and Loan Associations--Small Business Administration--Industrial Revenue Bonds --Life Insurance Companies and Pension Funds--Leveraged Buy-Outs)
• Other Options--(Venture Capital--Research and Development Partnerships--Small Business Investment Companies (SBICs)--Small Business Investment Research Grants (SBIRs)
  
• Frequently Asked Questions
  

• Underwriter Costs--(Commissions--Nonaccountable Expense Allowance)
  
• Professional Costs--(Legal Fees--Accounting for Accounting--Investment Bankers and Consultants)
  
• Additional Up-Front Costs--(Printing--Registration Fees)
  
• Hidden and Future Costs
  
• Frequently Asked Questions
  

• Time Planning
  
• A Two-Step Process
  
• Timetable
  
• Frequently Asked Questions
  

• The Next Step
  
• Business Plan Structure
  
• Pre-Private Financing
  
• Special Executive Summary
  
• Follow-Up
  
• Frequently Asked Questions
  

• Administration and General Management
  
• Operations Management
  
• Financial Management
  
• Marketing Management
  
• Engineering and R&
  
• Personnel
  
• Legal
  
• Frequently Asked Questions
  

• Good and Bad Boards
  
• An Informed Board is a Helpful Board
  
• What to Expect from a Board of Directors and What Not--(The Board of Directors Does Not Run the Company--The Board of Directors Does Not Develop Company Strategy--The Board of Directors Enhances Company Performance--Directors Should Be Experts in Their Fields--Directors Must Attend Meetings--Directors Get Paid--Directors Can Get Sued)
  
• Makeup of the Board--Committees of the Board
  
• For Directors Only
  
• Officers' & Directors' Questionnaire
  
• Frequently Asked Questions
  

• Consultants -- (Consultants Can Come From Anywhere -- Hire When Ready! -- Consultants Are Not Always Necessary -- Fees)
  
• Advisors -- (Young's Study)
  
• Plan Ahead
  
• Frequently Asked Questions
  

• A Brief History Lesson
  
• Selecting Accountants
  
• Compilationsr -- Reviews -- Audits
  
• Preparation
  
• Audit Accounting -- (Audit Guidelines--Qualifying the Audit Accountant)
• Familiarity Is a Must
  
• GAAP Must Be Observed
  
• Time Costs Money
  
• Audit Accountants Are Accountable
  
• Frequently Asked Questions
  

• Letting Go
  
• The Difference Between Large and Small
  
• Getting Along -- (Setting Parameters)
  
• Questions to Ask
  
• Billings and Fees - (Other Forms of Payment -- Double-Check the Cost)
  
• Legal Responsibilities
  
• The Multiple Counsel Approach
  
• Frequently Asked Questions
  

• Costs
  
• Qualifying the Financial Printer
  
• Ancillary Services
  
• Frequently Asked Questions
  

• The Public Relations Mystique
  
• Four Steps to Effective Corporate Financial Public Relations
  
• The Public Relations Difference
  
• The Rewards of Financial PR -- (What to Expect--What Not to Expect)
  
• Making a Commitment
  
• Choosing a Professional
  
• Starting Early
  
• Finding Them
  
• Qualifying the Financial Public Relations Firm
  
• Frequently Asked Questions
  

• State Laws
  
• Articles of Incorporation
  
• Frequently Asked Questions
  

• Preliminary Considerations
  
• Alternatives
  
• Selling Shareholders
  
• Valuation Versus Pricing
  
• Price/Earnings Ratio
  
• Pricing
  
• Low-Priced Issues
  
• Repositioning
  
• Frequently Asked Questions
  

• Investigation and Enforcement
  
• Information Availability
  
• Frequently Asked Questions
  

• History
  
• The '33 Act
  
• The '34 Act
  
• Other Significant Legislation
  
• Frequently Asked Questions
  

• Pre-Private
  
• Private
  
• The Regulation -- (Rule 501--Rule 502 -- Rule 503 -- Rule 504 -- Rule 505 -- Rule 506)
  
• Alternative Methods of Financing -- (Exempted Securities -- Exempted Transactions -- Intrastate Offerings -- Regulation A Offerings)
  
• SCOR and ULOR and U-7
  
• Avoiding Integration
  
• Frequently Asked Questions
  

• Legal Responsibility
  
• Corporate Cleanup
  
• Accounting Due Diligence
  
• Dual Responsibilities
  
• Frequently Asked Questions
  

• Types of Underwriters -- (Wholesale, Retail, Large-Medium-Small Firms, Industrial Classification)
  
• Types of Underwritings -- (Firm Commitments, Best Efforts, Options)
  
• Finders
  
• Shopping
  
• Underwriter Selection -- (Performance, Ask Questions, Distribution, Aftermarket)
  
• The Underwriter's Dilemma -- (Management, Product or Service, Finances, Business Plan, Indirect Costs, Negotiations, Letter of Intent)
  
• Underwriting Agreement
  
• Frequently Asked Questions
  

• The Big Fallacy
  
• The Carrot
  
• Market Makers
  
• Blue Skying
  
• Pros and Cons
  
• Frequently Asked Questions
  

• The Regulations -- (Regulation S-K, Regulation S-X, Regulation C, FRRs, SABs)
  
• Filing Process -- (Types and Descriptions)
  
• Registration Statement Part I -- (The Prospectus -- Details)
  
• Registration Statement Part II
  
• Misstatements
  
• Officers & Directors Questionnaire
  
• Overview of the Process
  
• Frequently Asked Questions
  

• Prefiling Conferences
  
• Filing Technicalities>br>
• Initial Filing
  
• Timing
  
• Comment/Deficiency Letter
  
• Common Comments
  
• Types of Reviews -- (Deferred Review, Cursory Review, Summary Review, Customary Review)
  
• Amendments -- (Delaying Amendment, Substantive Amendment, Price Amendment)
  
• Filing the Substantive Amendment
  
• Preliminary Prospectus (Red Herring)
  
• Stop Order
  
• Stickers
  
• Acceleration Letter
  
• State Filings -- (Background)
  
• Types of State Review -- (Merit Review, Qualification Review, Coordination Review)
  
• Notification Review
  
• Violations
  
• Filing
  
• Blue-Sky List
  
• NASD Review
  
• Frequently Asked Questions
  

• No Publicity During Registration
  
• Allowed Publicity -- (Details)
  
• Brokers' Due Diligence Meetings -- (Details)
  
• Post Meeting
  
• Tombstones
  
• Escrow
  
• Closing -- (Closing Meeting, Best Efforts Closing, Firm Commitment Closing, The Difference )
  
• Frequently Asked Questions
  

• The New York Stock Exchange
  
• The American Stock Exchange
  
• The Regional Exchanges
  
• The Forth Market
  
• The Over-the-Counter Market -- Pink Sheets, The OTC Bulletin Board, The NASDAQ System
  
• The NMS Market
  
• Public Listings
  
• Broker/Dealers and Wholesale Market Makers
  
• Frequently Asked Questions
  

• Over-Allotment -- (Smaller Issues)
  
• Market Makers
  
• Why Firms Make Markets
  
• Analysts -- (The Haves and Have Nots, What Analysts Look For, Do's and Don'ts, Group Presentations)
  
• Frequently Asked Questions
  

• Form SR: Application of Proceeds
  
• Form 8-K: Current Reports
  
• Form 10-K & 10-KSB: Annual Report
  
• Form 10-Q & 10-QSB: Quarterly Report
  
• The Annual Report -- (Corporate Message, Design, Proxies, Mailing)
  
• FCPA: The Foreign Corrupt Practices Act
  
• Form 3
  
• Form 4
  
• Insider Reporting and Trading Restrictions -- (Short Selling)
  
• Schedules - (Details)
  
• Other Forms and Schedules - (Details)
  
• Frequently Asked Questions
  

• One-Year Period
  
• Two-Year Period
  
• 144 Letter
  
• Affiliates
  
• Other Considerations
  
• Frequently Asked Questions
  

• Public Shells - (History, Clean Shells)
  
• Advantages and Disadvantages -- (Control)
  
• More Questions to Ask -- (Shareholders)
  
• Finding a Shell -- (Cost of Shells)
  
• Acquiring a Shell
  
• Spin-off Shells
  
• Blind Pools -- (Abuses, Unit Offerings, Warrants' Exercise, Costs, Hidden Costs)
  
• Frequently Asked Questions
  

• Overview
  
• Internet DPO Advantages -- (Increased Efficiency, Decreased Costs, Greater Exposure)
  
• The Primary Differences
  
• DPO Company Suitability
  
• Frequently Asked Questions
  

• The SEC
  
• Basic Registration of Securities -- (Form S-1)
  
• Small Business Forms -- (Form SB-1, Form SB-2, Continuing Reporting)
  
• What the SEC Says -- (Notice Posting, Equal Access, Substantiation of Delivery)
  
• The Vehicle Choices
  
• Frequently Asked Questions
  

• Regulation A -- (Quick Overview)
  
• Reg A Specifics and Fine Print -- (Exempt from Registration, Raise Up To $5 Million, Unaudited Financials, No Minimum on Share Price, No Investor Restrictions, Freely Tradeable, Easy U-7 Form, SCOR)
  
• And Some Other Fine Print -- (Test the Water, Reg A Filing Steps)
  
• SCOR -- (Quick Overview, More Background, Steps For Implementing)
  
• Reg D-504
  
• Intrastate - Rule 147
  
• Closing Thoughts
  
• Frequently Asked Questions
  

• Order Matching Services
  
• Electronic Matching Services
  
• The Pacific Exchange -- (PCX Listing Requirements, Maintenance Criteria, Listing Process, Admission to Trading)
  
• Comment of DPO Trading
  
• Frequently Asked Questions
  

• Risk
  
• Comfort
  
• Familiarity
  
• Deal Flow
  
• Investing Questions -- (Study, Analyze, Who's Selling and Who's Holding? Who Owns How Much?)
  
• Quick Prospectus Trip - (Details)
  
• Wrap-Up
  
• Initial Public Offerings
  
• Direct Public Offering Investing
  

CLICK HERE for order information ($20.00) for the full electronic download version of the book

(Click the Amazon box above)