HOW TO RAISE MONEY FOR A BUSINESS! The PROSPECTUS & DEAL MEMO.
^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^\v/^Jobs may be drying up but not to worry. Clear your mind and ponder 'how do BILLION DOLLAR CORPORATIONS get born? How did all this capitalism spring up in the first place?' The answer is, Big Corps are born through simple ideas for fabrication of a product, or trendy, new SERVICE ideas, combined with a retail or wholesale merchandising concept that is realistic and scoped out to a VENTURE CAPITALIST. The first step to being a billionaire is to appetizingly describe all the above in an easy to read page of writing.
Since time immemorial, such factories or service businesses started with some guy who knew what to do with a mill stone and became a grain grinder, or knew how to tan and became a shoe factory/ saddle maker or knew WOOD and lathes and became a wagon maker, or some bow and arrow hunter who later invented dynamite and guns and bullets. These artisans made well constructed merchandise, or offered useful services, something people wanted to buy, and knew how to expand and do it bigger and better if someone could give him ten workers and a factory.
Originally, the artisan had no need for start up capital. In villages, clients just knew where his home was and beat a path to his door. If too many clients came, you moved to your garage so your wife wouldn't be answering the door to strange men all day long.
Cities grew larger and a businessman would need a rented space on the main street where potential buyers could see his sign. Main boulevards cost serious money. If you wanted to create such an establishment, YOU would need to wrangle a lease, pay a landlord, also pay a team of courteous workers, friends or relatives whom you'd probably have convinced to spec out work-sharing at first --trading a piece of the corp as you couldn't offer salary right away. But a better way is to find a DEEP POCKETS FUNDER and confine him to a small percent of the action. That's a number that's hard to figure out. You need an accountant. What do you give the PRIMARY INVESTOR? Ten percent or fifty? All the books on Bill Gates and Warren Buffet do not mention the percentage one uses as bait. But, start out with a LOW, small, neat piece of bait. As lowball as you can make it and see if the sharks sniff. I KNOW that l00% of the people you take this to WILL SNIFF as one thing has changed since the good old days. We are in a gigantic planet-wide slump, a mega-recession. Men with deep pockets can no longer turn to stocks or bonds. Banks aren't lending so you have to be rich to buy real estate but folks can't rent and all businesses are closing, so who does the rich guy RENT TO? There's no one.
So that's why you are in the catbird seat. If you can offer a team, a space and a VERY HOT idea, something trendy and necessary, you will attract the investment of Mr. Deep Pockets.
Perhaps we have you motivated to take the very first step. Let your mind BRAINSTORM through your own talents and those of your friends. The 'channeling technique is there. Write down the ten businesses you've observed first hand in your lifetime, or ten products you've seen made. If you're over forty, the l00 things you've observed made to the point that you could 'make' them. Jot names of Friends who maybe were in the business and you were in their work rooms. Include them. List them on one list then do another list of inventions that you have. My own wild designs are here, for an example For a sample.
Next, Ponder. what would it take tool wise, space wise, team wise and most importantly CASH WISE to go into this biz that you know so well? Probably l0k to start off, right? That's what it took to start Joe A. on the road to being a multimillionaire.
My childhood best gal pal's hubby, Joe worked for a big printing corp that taught him all about job printers, their pricing, costs, the best selling itemsand who and where the buyers or clients were. (In Hollywood, it was the studios.) One day a lightbulb went off over his head. Why am I earning 20$ an hour when I could do this? He decided to start his own biz, but USING a job printer (or two or three,) like the one he worked for and had observed. That required a small, l0k investment for an office, fax, scanner, stationery and an APPLE MAC. He didn't need MORE because he was going to use regular printers, not start his own press. The hustling of the final poster was his talent. he could sell an eskimo a fridge! So J did printed, full color posters for businesses, logos, he did artists/ rock groups, studios, then finally he settled on the most lucrative -- which was, as he was in Hollywood, film posters. You know TERMINATOR, "I'll Be Back" with Ahnold looking you in the eye?. Very popular! My pal Joe became numero uno in posters real quickly. He then was approached by Wall Street to take his little print shop (actually I think he used job printers and didn't have his own print shop, he just knew how to hit the studios and under sell and get the contracts.) so the biz was based on his grasp on the film industry...and then where to unload the finished poster images he was a multi service guy. wall street wanted to TAKE HIS BIZ Public. INITIAL OFFERING, you know like 1 billion, investors put down their l00k etc.
That is the path to aim for. This is the way to become super rich. Invent Something every consumer wants, you produce it cheaply, tie up the sources and start pinning down your clients to sell the stuff, by the case of course, and then one day Wall Street hears about you and wants to make you a bigger corp than you are by taking you public. Or one day you reach out to the big Guys:
Read the book in every library across America, "CEO" by Sandra Kurtzig on a garage biz offering the Hardware banking services that Hewlett Packard, her boss did... she did it too! Earned 22 mil first yr, then she took it public, corp did terrific, she sold it for 444 mil. Book is one YOUR library has or can find at another branch. Kurtzig had observed her bosses at Hewlett Packard doing software services for banks, knew she could do it better in her garage, certainly cheaper. And she was right. To get the cash to start your corp, seek venture capital among chums/ parents/ neighbors, local biz men.
Always explain to your Deep Pocket Investors that going public is a possibility. To a rich guy, that's like telling him there's a casino in your briefcase, and the roulette wheels are hot. They are inveterate gamblers. Now, one caveat. Whatever you're doing with your business before it goes public, you must keep immaculate St. Peter books, not one cash payment to anyone that isn't by Hoyle. Or they can dump you and you get nothing, not even your own corporation!
A prospectus is a three part document, a Description of the biz, a bio/ resume and a deal memo, an actual contract with a promised profit split that offers and guarantees a safe investment for a well fixed person with discretionary income. Money just sitting in the bank, earning nothing.
Investing with you on the ground floor of maybe tomorrow's Microsoft or Gap or Banana Republic gives them the chance to DOUBLE that money in the first few years and earn huge interest, every year thereafter, ---more than the stock market or real estate could ever earn them. That's why they invest!You are giving a cash flush person a valuable offering so don't be shy. If your idea for a business is a good one, you are doing rich people a favor. Also, it's fun. It's like a ROULETTE wheel where if you win, you become huge corporation worth millions and they take the ride with you.
Last when you BRAINSTORM you will realize that you have contacts, a potential team. People power increases the wattage of your biz plan. So when you jot down those names, that's when you call a team meeting. You then brainstorm as a group and the team will come up with a list of biz ideas, plans, things the country needs during a recession, which will attract a lot of business/ participants. You then start to pool your contacts ... parents with paid off property, potential investors. You are all going to carry the identical document, the PROSPECTUS and show it to your own universe and its contacts. Ultimately you will create the appearance of a MONEY MAN. But the prospectus is what attracts him. BUILD the better BASKET and MANNA will fall into it.
The prospectus is a Biz description, potential profits, team, their CV's in it and a deal memo. Those three items fit in a single ENVELOPE and goes to every single property owner you know and a few you do NOT know. VENTURE CAPITAL is the only way now for idea person with strong legs to create a biz and squeeze in at the trough. Tuff times make for tuff people. Get on the stick. No deer in headlights with the big DEPRESSION YAWNING! And hey, it doesn't have to be classic shark capitalism. There are puhlenty of newage hippie dippie, communal ideas and COMMUNITY BASED ideas that nobody had yet! Group problems require group solutions! See the REAL ESTATE INDEX PAGE.
So to recap, a prospectus is several things: a vivid description of the basic BIZ IDEA, a PERSONAL RESUME & BIO for every team member, then an EVALUATION of the commerciality of that BIZ IDEA and last a description of the PROFIT SPLIT which you describe in an actual contract or DEAL MEMO. Say, Mr. Tycoon invests ten k. What does that get him? Here is where you need a shrewd advisor and the concept of 'shares' in a business they call "LIMITED PARTNERSHIP" The SEC does not get involved if under 36 shares..
Of course you have to socialize at new places to find investors. Best places I EVER SAW? Beverly Hills Adult High School, Classes in the evening. I did sculpture. One can do computers or Stocks or Real estate. Very bon marche fees, everyone there was rich. EXTENSION SCHOOL at Universities also great. Barnes and Noble is where the riche shop.
Start thinking along those lines so that when you get old, you can sit back and have a corporation running itself smoothly and yourself be "in" for more than a few shares as you gave birth to it and you hold shares
AMBITION is the next thing. You have to stimulate your money hunger by posting photos of things you love, art, clothes, decor, cars... Mother Nature made MONEY SEXY so that mankind would work and use our brains to cogitate how to do a CORPORATION.
Corporations aren't like people. Because they can live forever. Your grandkids can have shares in a corporation. THEY CANNOT HAVE SHARES in their grandparents. Much as you'd like to stay here and take care of them forever. Ain't gonna happen.
The trick here is to do all the above and then VOW. Vow to do it. Demand something of yourself as only by a fiat with Creation, an actual VOW can we persist in doing the hard work. This VOW can be with yourself, the mirror, your altar, your dead Grannie or via a journal page, or you can INVOLVE ANOTHER as a partner and both vow. Your call. But whatever the design the final fillip is to Promise Creation that you will give l0% of your profits back to the poor, hungry, ill, disadvantaged. Do what Rockefeller did, Back in 1906, he promised to give away ten percent of his wealth, did so when he was a child, growing turkeys to sell for his single mother. Then later as a clerk at l8. He began investing in commodities, and Money just found him thereafter. OIL found him.
Zukerberg of Facebook gave away 500 mil last yr cuz hey if he hadn't (what with itemizing his charitable deductions,) the GOV would have spent it killing third world cavemen. Buffet gave away MORE.Paul Allen gave away just 309 million. That can be you. Rockefeller lived to nearly l00 as God didn't want him dead. He was doing so much good for the world.
So you socialize. You lunch at top bistros and you give this PROSPECTUS to everyone you know. Mother's pals, Dad's pals, parents, relatives, friends, their parents. And you ask them for tips for the names of venture capitalists, merchants/ tycoons so that you can call up and cold call/ walk into businesses on Main Street. Then eventually, you go to other state capitals and hit the transnational, penthouse offices. I've found that out of three people you give it to, one of them loves the idea and gives you a whole lot of money buying two or three shares even because he catches your enthusiasm, your vision, your unique product or service and he wants to make money with you. And if the project's a winner, he knows that maybe a thousand dollar investment can become ten million. It could happen! It has. Look at the people who invested in Bill Gates at the beginning.Stock in Bill was 28$ a share in 86, and it split five times, I think.
A prospectus is a multi page, typed document, where you describe the business you wish to create, its aims, its potential profits. The first page is a DEAL MEMO (A kind of short legal contract.) You leave spaces for signatures, dates on the memo. THE SECOND LETTER in a PROSPECTUS, perhaps the main document of the prospectus ---is the EXPLANATION. Here, we State our intention to create a HUGE business, the AIMS OF the BUSINESS, i.e. To create a profit-making bakery/cafe, or movie, or film company, or pharmaceutical product, whatever. (Below I include my prospectus for my business idea, as a sample) There is a third document "WHY I COULD DO THIS BUSINESS" in which you describe why you’re able to make this business work, i.e. YOUR BIO/ particulars, your RESUME. This will glowingly describe your abilities, experience.
First, in thePROSPECTUS EXPLANATION, the main letter, you state what kind of business you are proposing, how many shares will be sold and what it will cost to buy one share. Securities Exchange Commission allows up to 35 'shares in a limited partnership.' Then you don’t come under the STOCK MARKET laws. It’s a small sized, little private kind of deal. So plan on 35 shares, 35 partners. Divide amt. of cash you need to start biz by 35. Say it's 35 thousand dollars. Everybody contributes or invests a grand. They each get a share in your biz for that grand. Ask a lawyer what amt. you get for running it. Maybe 1/4 or maybe more. See, they don't get ALL of it. Stockholders get a % of it. Now, PROFITS get divided by 35, too. Each shareholder gets a share of the profits. PROFITS for how many years? Forever? l0 years? You have to decide. You also have to decide, will they get their principle back? Plus profits? Ask a lawyer pal for advice.
Make up seventy to eighty COPIES of the PROSPECTUS because only ONE in three solvent people you know will go for it and will invest. Start eating out at local eateries. You will run into the right people there. Pitch them right there and tell them you'll come into their office with a business plan and pick the right day (See http://www.luckinlove.com/thisweek.gif ) Cold call them at their offices. PHONE pitch them on a powerful astrological day, and tell them the prospectus will be walked in by yourself or your VP, or will come in the mail and to look it over when they have time. All of it will fit in a legal sized envelope.
Somewhere in the prospectus you must give investors an idea of what your project(s) will cost to get up and running, i.e. A BUDGET. Say: The t.v. studio costs 1,000$ a day, the tekkies cost 500$ a day. Editors cost 200$ a day. A finished PILOT with titles will cost 4k if it takes 3 days to shoot. Then, you describe what this show can earn. Who you know at how many production companies. Where you will market it. If it’s a film, and you must option a book or script, say: "it costs 3k every 6 mos. to option the book rights, and this investment can make us $300,000 which is what producers get from production companies when a producer brings in a script and tell them that they will also get points if the film does well. A percentage of all earnings or profits of the film. You cannot lie anywhere here.
Parents should also be prepared softly to receive this prospectus. When the subject of YOUR CAREER PLANS come up, they are likely to give you enthusiastic feedback, advice, get involved. And when they finally realize that a small amount of money is required for you to start, give you much more than you ask for, loan wise. What a resource we all sit on. PARENTS, with paid of homes, pensions banked in the six figures and they're someone who is ready to believe we their kith and kin are FINALLY turning out to be potential WINNERS as they have seen our wild oats days, lived through it, seen us make the turn around and now finally have begun to forget our bad behavior. They waited for the good behavior and now are finally seeing that WE GOT IT, and now they're almost getting it. No banker is predisposed to see worthy family traits in you. Ya think your BANKER ever would, should or could be PROUD OF YOU? Think BOA would encourage you to start a cottage industry business on the bank's borrowed funds? NO WAY JOSE. So discuss your business dreams with them. . ALT: Plan the ESTATE now, better ways to assure an inheritance. Before you MENTION it, do research. See how SOCIAL SECURITY ADMINISTRATION just sent a letter to all seniors saying 'every cent of Medicare you use, we will take out of your estate when you go." Med Care what it is today, nobody will inherit anything except a few Vanderbilts. Any parent who understands that his estate will be devastated by the GOV that paid hospital bills, will give all he can now.
I will give you A SAMPLE Prospectus (One that I was going to do but my star actress went and did it on her own on radio, not TV, did it for years, too.)
PROSPECTUS FOR SHARES IN A LIMITED PARTNERSHIP
INVESTOR DEAL MEMO
From: ANITA SANDS HERNANDEZ PRODUCER on_________,date,_________ year, in Los Angeles, California.
To: John Doe Investor with surplus capital (name of person you invite to invest is HERE.)
1. REGARDING YOUR PARTICIPATION IN THE AMT GROUP. By my signature to this Deal Memo I hereby invite you to become a "Producer and Charter Partner" in the Aquarian Age New Age Gazette Magical-Mystery Tour TV Hour Magazine " (hereafter to be referred to as AMT or the AMT GROUP,) conceived of (at this time) as the a New Age, holistic, therapy, pop-psych, religious theme-panel talk show (described in fuller detail in Appendix A.) and by this instrument promising you certain things.
2. RE YOUR PURCHASING A SHARE IN THE A.M.T COMPANY: I am offering 35 shares in the New Age TV show to be valued at $1,000.00 each. The money will be used entirely for the funding of the pilot segment. No portion of the money will go to me or the other producers of the show. It will be used only for the costs of video-taping a pilot show. The current plans involve the pilot starring me, with my sidekick JULES BUCCIERI. As announcer, we will have Mario Machado, and we’d like a guest star like Sally Kirkland, Shirley McLaine , Dennis Weaver, Chloris Leachman, Lindsay Wagner. Big Stars like THIS may require SAG/AFTRA minimum salaries to appease their guilds. (Around 320$). We could have free guests, like Holistic Doctor to the Hollywood Movie Colony Dr. Steven Small, or New age Pop Guru, Yogi Bhajan,. Such guests, without GUILDS, will cost us nothing.
3. RE YOUR RESPONSIBILITIES: There are none. You are not obliged to do any work, or attend any shoots or meetings. You still participate in first tier profits.
4. RE PERKS:You can attend production staff meetings if you desire, visit the set when you wish and bring guests. You will be invited to all cast/staff/crew parties and will be informed of and allowed to attend staff meetings and rehearsals, attend Sales promotions and conventions and trade shows. Your travel accomodations will not be paid to out of town conventions or trade shows nor a pass to attend that convention or trade show purchased for you. You will have to pay for that yourself, but you will be placed on our company's 'list' for attendance at such events at your request so that these passes can be yours.
5. RE SHARE THAT YOU WILL OWN - Each share in the AMT GROUP will give YOU a 1/35th ownership of the so-called "AMT STOCKHOLDERS' POOL". This funding will earn you several sums of cash:
A.) ANNUAL INTEREST EARNINGS ON PRINCIPLE BY SHARE: This sum is to be a straight 15% (fifteen percent) interest on your investment principle to be paid back to you by the AMT company. It is annual earnings on your investment, or share(s) purchased, assuming this investment to be a kind of 'principle,' with earnings due you for as long as the principle amount shall go unpaid.
B. THE POOF CLAUSE: This principle shall be repaid and this interest payment will accrue to you only in the event that the AMT COMPANY can sell the AMT Hour Magazine show, such sale to be defined as purchase for viewing or syndication by a t.v. station, t.v. channel or television or cable network or by plural such entitities. If it is not sold ever, you will receive neither principle nor interest and AMT will disband without being held responsible for further indemnification to you. Therein enters the element of risk inherent in any speculative investment, often called 'poof,' --an onomatapoeic not legal term.
C.) PROFIT SHARING: In addition to your principle being returned to you and interest paid you, you will receive your share of all profits and royalties received by the AMT Company on the entire series of shows, ad perpeteum, whether sold and viewed in the USA or abroad, on network or in syndication. Your share will be calculated thusly: There are 35 shares in the AMT INITIAL INVESTORS' AND STOCKHOLDERS' FUND. Your take will first be predicated on the amount of shares you have purchased, next, profits will be calculated by taking all profits from the AMT show whether as royalties or syndication profits, and allocating l0% (ten percent) of the profits for the INVESTORS POOL, then, dividing these profits 35 ways, (if there are 35 investors) and taking the resulting sum to be the profit to which the single investor is entitled for each share he purchased.
7. RE ADDITIONAL STATUS AS A CHARTER MEMBER: In recognition for your funding participation in the making of a PILOT you are also to be considered a "Producer and Charter Member" and, if you wish, will sit on the Board of A.M.T. ad perpetuem and in exchange for hours of brainpower and advice will receive a share in profits of all future shows/ episodes, and do so for as long as you so desire to participate. You will be recompensed for such attendance by having a percentile point of Net Profits from all future shows commensurate with these hours.
8. RE COMPENSATION FOR CHARTER MEMBERS' ONGOING PARTICIPATION:
In compensation for your ongoing participation with A.M.T. and in compensation for your advice and aid during the PILOT pre-sale period, and in thanks for funding the AMT pilot episode, you are to be given an additional % of all NET PROFITS accruing to the A.M.T. Production entity for as long as your participation on the Board at shareholder meetings shall continue. If you are suddenly unable to attend board meetings, your percentage of net profits will be based only on re-run royalties for the show profits as per section 5-A, 5-B and 5-C of this memo.
Your percentage of Net Profits to "Producer and Charter Members" is to be calculated thusly:
9. RE FURTHER CALCULATION OF THE TERM 'FUTURE NET PROFITS': A.) If there are 5 other "Producer and Charter Members" working equal hours on the AMT Show production staff, we shall not share the NET PROFITS 5 ways, i.e. 20 percent (20%) each but shall share it thusly: each "Producer and Charter Member" will draw from the Net Profit sum out of two different tiers of profit sharing. The first is strictly based on CASH participation, i.e. the ownership of a share. The second tier divvy of profits is according to the HOURS that person has put in working on the project/show. The calculation of second tier profits, i.e. YOUR hours, shall be based on actual time spent being an advisor on the Board of Governors at Board meetings, meeting with Network or corporative people in meetings, working with accountants, etc, dealing with stock market people in case we go public, or all the usualy daily business of a CEO, or on the set, or in our offices.
B.) If you spend 1 hour at meetings, and another Producer and Charter Member works 50 hours on a season of shows, your percentage would be a fiftieth of their share in profits. What must happen is that the hour becomes a kind of currency with a value to be assigned in Quarterly Earnings Reports or annual cash divvies.
10. RE TERMS OF YOUR EARNING AFORESAID PERCENTILE SHARE: Your share in the percentile split of these net profits is to continue as long as you are available to attend board meetings, and be a 'Producer and Charter Member' of this 'business family' with your percentage to be based on hours that you put in at staff meetings, giving valued input. If you are unable to participate in working on the show, you will still get a 35th share of SECOND TIER profits. The SECOND TIER profits are those taken after the payment for hours of labor is made to ‘working partners’ in a FIRST TIER PROFIT DIVVY. A. NET PROFITS will be reckoned as being the sum left to A.M.T. Production Entity after cash outlaid to film labs, film studios, crew, cast, salaries of workers, cost of advertising and attending trade shows.
B. This FUTURE NET PROFIT PERCENTILE SPLIT will be taken from and calculated upon sums left in the A.M.T. treasury after such 'production costs'. It is the Investors/venture capital people who will make the filming of the pilot, NATPE attendance, SALES ADVERTISING and TRAVEL possible. As other Producers, production entitities and funders may be required, down the line, they will also draw from the profit pool.
11.) Other production entities, releasing agents, venture capital figures, t.v. networks may come into the project later and fund more shows and more seasons of shows but your deal with the AMT Board, headed by me will not be displaced or superceded. The participation described herein has nothing to do with deals that they may put into play. The AMT Group will have profits, your share as a stockholder has been herein definitively defined.
12.) As a 'Producer and Charter Member,' you and your heirs and asignees shall have the right to have your accountants examine the AMT GROUP's financial records at any time as you so wish, upon presentation of such examiners at our doors during normal business hours.
Creator/Producer of the AMT GROUP
Dated_________________________ in Los Angeles, California
---------------------------------------------RETURN XEROX TO ME WITH CHECK ----------------------
DEAR ANITA: I am in agreement, Your terms are excellent.
signed by INVESTOR_______________________ dated___________
in City of ___________________State _________
(My Cancelled check for the amount of $________ is proof of my (X # of shares) ownership.)
More on venture capital http://springboardequity.com/ Read the book WILLIAM CASEY by Joseph Persico. The famed Millionaire ex OSS man who became DCIA as he got Reagan connected and elected -- had risen from poverty using venture capital. Book used for a buck at ABEBOOKS.com
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