Other Services by IPOFLOW

Business Plan Preparation Services

Without exception, every business needs a detailed plan of execution. No matter what the source of funding may be, without proper planning the probability of failure is very high. A wise man once said, “those that fail to plan, plan to fail”.

A complete business plan must include among other things discussions about any competitors, financial information on the company, information on the company management team, and a convincing presentation outlining the viability of whatever product or service being offered.

Some business owners may have written business plans that are not quite complete. Other business owners may not have a written plan at all. In any case, IPOFLOW Advisor’s Capital Division will aid, advise, and assist business owners in the completion of a written plan that includes all the information necessary to obtain funding.

In some cases it may be feasible for our staff to actually prepare the business plan from start to finish.

It usually takes our staff 3 business days to respond to service request. Clients will be provided a time and cost proposal for a business plan to be prepared. Clients should allow this time for us to conduct our assessment.

Corporate & Entity Formation

Without exception, in order to obtain funding a business must form some sort of entity. It can be a C- corporation out of Nevada, or a limited liability corporation formed in Delaware, or some sort of fund/partnership domiciled in the Cayman Islands.

No matter what the source of funding may be, without a suitable entity being formed the probability of a business owner obtaining funding is slim to none at all.

Some business owners may have formed an entity already. In some cases those entities may or may not be suitable for the type funding being sought. In some cases the articles or bi-laws of that entity may or may not be suitable for the type of capital transaction being proposed.

In any case, IPOFLOW Advisor’s Capital Division will aid, advise, and assist business owners in the proper formation of entities that will be best suited for the capital transaction they are looking to enter into.

For those business owners who wish to make use of our Corporate Entity and Formation services the first step would be to send is an inquiry from your IPOFLOW account.

It usually takes our staff 3 to 4 business days to prepare a time and cost proposal for any service request. Clients should allow this time for us to conduct our assessment.

Please note: The fees charged by our firm do not include any state or governmental filing fees that are required to maintain or make changes to certain business entities.

Equity Valuation

One of the first basic capital decisions a business owner must make is to offer debt or equity participation to their investors.

When and entity is offering debt investors are actually lending funds to the business. This means no matter how well the business may or may not be doing at any given time there will most likely be some sort of required periodic payment that the business will have to pay the investors.

When offering equity participation the investors are becoming part owners in the business. This means they are willing to let the profitability of their investment be tied to the good and bad fortunes of the business. In this case of equity participation, when the business does well the investors reap a higher reward. During periods when the business does not fare so well the investors will receive less and in some cases no profits or distributions at all.

A very critical question for business owners in the case of equity financing is how much ownership in percentage terms are they willing to give to investors in exchange for the use of their funds. This can be very tricky and can later lead to many monumental disasters if not properly calculated. Please remember in order for the business owner to remain in control of the entity they must maintain at all times more than 50% ownership rights. This means during any transaction they can only give up so much ownership in percentage terms before running into problems. Yet they must still raise enough money from equity investors to meet the capital needs of the business. The business owner must factor in now how potential subsequent equity transactions will affect their majority ownership rights. Remember if the business owner percentage ownership ever slips below 50% they run the risk of losing control of the entity.

These are the circumstances that create the need for a formal Equity Valuation. This valuation will give the business owner a gauge as to how much ownership in the business will realistically need to be given up for certain amounts of capital under various circumstances. This will serve as a guide to the business owner during the preparation of the offering documents, during any negotiations with investors, and setting milestones for subsequent equity transactions.

Please remember the formal equity valuation helps to avoid many pit falls. One very critical pitfall is when the business owner gives up too much ownership in the entity for a certain amount of capital. A formal equity valuation is also a big help to the business owner keeping control of the entity while still meeting the capital needs of the business.

For those business owners who wish to make use of our Equity Valuation Services the first step would be to send us an inquiry from your IPOFLOW account.

It usually takes our staff 3 to 4 business days to prepare a time and cost proposal for any service request. Clients should allow this time for us to conduct our assessment.

Debt Service Coverage Assessment

One of the first basic capital decisions a business owner must make is to offer debt or equity participation to their investors.

When offering equity participation the investors are becoming part owners in the business. This means they are willing to let the profitability of their investment be tied to the good and bad fortunes of the business. In this case of equity participation, when the business does well the investors reap a higher reward. During periods when the business does not fare so well the investors will receive less and in some cases no profits or distributions at all.

On the other hand, when an entity is offering debt investors are actually lending funds to the business. This means no matter how well the business may or may not be doing at any given time there will most likely be some sort of required periodic payment that the business will have to pay the investors. If these payments are not made the business will run the risk of being in default or insolvent. Default and insolvency are conditions that always must be greatly avoided by any business.

For this reason it is very important the terms of repayment specified in the offering documents are laid out in such a way not to put the business in an unfavorable financial position. When putting together a debt offering items such as interest rate, time for repayment, the actual loan amount, the periodic re-payment amount, and remedies of default among other things must be spelled out in great detail.

After the debt offering is complete and the business is in operation the terms of repayment must be adhered to. At the same time the business must be able to clear a profit as well. A formal Debt Service Coverage Assessment needs to be performed in order to gauge the feasibility of various repayment terms. This assessment takes into consideration a multitude of factors that ultimately determine the likelihood of the entity achieving certain levels of profitability.   The terms of repayment as specified in the debt offering can greatly affect the profitability and survivability of the business.

Negotiating terms of repayment that will not put the business under undue financial stress is very important. If the entity ultimately makes the payments as specified but fails to clear a profit this can be a disaster. A formal Debt Service Coverage Assessment will serve as a road map outlining terms that the business owner can use to negotiate a feasible arrangement for the entity to operate under.

For those business owners who wish to make use of our Debt Service Coverage Assessment the first step would be to send us an inquiry from your IPOFLOW account.

It usually takes our staff 3 business days to prepare a time and cost proposal for any service request. Clients should allow this time for us to conduct our assessment.

Document Preparation Services

When preparing an offering of any type several documents of many sorts must be prepared. Items such as subscription agreements, memorandums, prospectuses just to name a few. These documents are technical in nature. Much care and professional attention needs to be devoted to insure these documents are properly prepared. Offering documents that are not properly prepared can ultimately lead to costly corrections and unwanted legal headaches to say the least.

IPOFLOW Advisors Capital Division works closely with a team of highly competent legal professionals that specialize in securities law. We are able provide document preparation services of the highest quality for a wide spectrum of offering types. 504, 505, 506, regulation A+, and Initial public offerings are all well within the capability of our staff.

For those business owners who wish to make use of our Document Preparation Services the first step would be to send us an inquiry from your IPOFLOW account.

 It usually takes our staff 3 business days to prepare a time and cost proposal for Document Preparation Services. Clients should allow this time for us to prepare a proposal for services.

Please note: There may be additional fees payable directly to any third party vendors, affiliates, or service providers that may at times be required to get involved during certain stages of the funding process. 

Form D Filing Service

The vast majority of offering types require a Form D filing with the Securities and Exchange Commission (SEC). This form is a disclosure document that must be properly filed with the securities regulators in connection with the overwhelming majority of private capital offerings. If a business owner intends to raise capital there are very few instances if any that do not require some sort of government filing. The Form D is the filing that will most likely be required depending on the type of transaction being executed.

IPOFLOW Advisor’s Capital Division will file a Form D for a flat fee.

For those business owners who wish to make use of our Form D filing Service they must first open an IPOFLOW account, and send us an inquiry. Member of our staff will send a reply by email within 48 hours of the inquiry being submitted. This email will contain a list of items the business owner will need to provide in order for our staff to actually complete the Form D filing.

Blue Sky Filing Service

When conducting an offering to raise capital various states have regulations in place with respect as to how investors residing within their borders are to be engaged when solicitations are being made. For example, if an offering is completed and all the investors live in Georgia, Texas, and Florida. In that case Blue Sky Filings with those three states would have to be made. In short an entity must make Blue sky Filings for whatever states their investors reside.

Many states charge a nominal fee for making a Blue Sky Filings. In addition to the fees charged by the various states IPOFLOW Advisor Capital Division charges a flat fee per state filing.

For those business owners who wish to make use of our Blue Sky filing service they must send us an inquiry from your IPOFLOW account. A member of our staff will send a reply by email within 48 hours of the questionnaire being submitted. This email will contain a list of items the business owner will need to provide in order for our staff to actually complete the Blue Sky filing on the entity’s behalf.

Form 1-A filling service

The SEC form 1-A in many ways resembles the traditional S-1 registration statement used by companies conducting initial public offerings.

When a company decides to issue securities under Regulation A+ it is a somewhat involved process that requires a good deal of coordination among a host of third party professionals. IPOFLOW Advisors Capital Division will oversee and manage the activities of all appropriate participants on behalf of the issuer in order to create a streamlined compliant process with little to any frustration while completing the form 1-A filing process.

The SEC form 1-A is actually broken up into three parts.

Part I of Form 1-A serves as a notice of certain basic information about the issuer and its proposed offering, which also helps to confirm the availability of the exemption. The notification in Part I of Form 1-A requires disclosure in response to general items such as issuer identity, industry, capital structure, contact information, etc. Part I of form 1-A also goes into ”bad actor” disqualifications and disclosures, along with jurisdictional and previous securities sales information.

Part II of Form 1-A contains the primary disclosure document that an issuer will prepare in connection with a Regulation A offering. This primary disclosure document is called an “offering circular.” This offering circular is the equivalent to a prospectus.  Issuers are required to provide financial disclosure in Part II that follows certain requirements. Part II of form 1-A is a narrative document in opposed to Part I which is a PDF fillable form.

Part III of Form 1-A requires issuers to file certain documents as exhibits to the offering statement. Issuers are required to file the following exhibits with the offering statement: underwriting agreement; charter and by-laws; instrument defining the rights of securityholders; subscription agreement; voting trust agreement; material contracts; plan of acquisition, reorganization, arrangement, liquidation, or succession; escrow agreements; consents; opinion regarding legality; “testing the waters” materials; appointment of agent for service of process; materials related to non-public submissions; and any additional relevant exhibits the issuer may wish to file.

For those business owners who wish to make use of our 1-A Filing and Consulting Services the first step is to send us an inquiry from your IPOFLOW account.

It usually takes our staff 3 business days to prepare a time and cost proposal for 1-A Filing and Consulting Services. Clients should allow this time for us to prepare a proposal for services.

S-1 Filing and Consulting Services

 Form S-1 is the registration statement form that is usually required to be filed by domestic companies selling securities to the public for the first time.

When a company “goes public” it is an intricate transaction that does not happen overnight. The process will require much elaborate long-term planning. There are many potential pitfalls that come with life as a public entity.  By planning properly and early a company can give itself the best possible chance for success when they actually execute the transaction.

Going public is a significant transformation requiring many different parts of the business to work together in a coordinated fashion. During the process of “going public” several tasks need to be performed. Task such as drafting the registration statement, preparing financial information, auditing, creating a proper corporate governance structure, and preparing the road show among other things will all be essential parts of the process.

IPOFLOW Advisors Capital Division works closely with a team of highly competent legal professionals that specialize in securities law. We are standing ready to aid, advise, and assist business owners in every aspect of the “going public” process. We very are well suited to provide invaluable services designed to take the stress and frustration out of the transaction.

For those business owners who wish to make use of our S-1 Filing and Consulting Services the first step would be to send us an inquiry from your IPOFLOW account.

It usually takes our staff 4 to 5 business days to prepare a time and cost proposal for S-1 Filing and Consulting Services. Clients should allow this time for us to prepare a proposal for services.

Please note; accounting fees, governmental filing fees, advertisement costs, and finder’s fees are additional expenses.

Financial Liaison Service

Once an offering is complete the company must efficiently interact with investors in such a way to give as much transparency as possible.

The Financial Liaison Service is a specialized financial management arm designed to focus on giving aid to the business owners in all aspects of long term strategic planning. The Financial Liaison will serve as a management support arm that will continuously monitor and evaluate  all determinants of company cost inputs, revenue generation, income opportunities, economic growth, and market trends in an effort to provide company management all relevant information needed to make sound decisions. The Financial Liaison will also act as observer to the company business functions and operations. This will be done in an effort to give investors grounded expectations with respect to company performance going forward. Moreover the Financial Liaison will keep investors informed about the company’s financial standing and act as an additional element to the checks and balances process.

We strongly encourage business owners at all levels to seriously consider our Financial Liaison Service, it can greatly enhance investor relations and significantly improve the probability of increased company profits going forward.

For those business owners who wish to make use of our Financial Liaison Service the first step would be to send us an inquiry from your IPOFLOW account.

Once the questionnaire is completely filled out our staff can make a complete assessment. Afterwards we can provide the business owner a detailed proposal laying out what will be required for IPOFLOW Adviosr management to assign a liaison that will provide a proper amount of attention to the company. IPOFLOW Advisors  typically bills anywhere from $1,500.00 to $75,000.00 per quarter depending the size and complexity of the business operations.

It usually takes our staff 4 to 5 business days to prepare a proposal for Liaison Services. Clients should allow this time for our staff to prepare a proposal.