TSoWSEbook

The E-book is in PDF file format and serves as the most comprehensive guide available into the world of raising capital. (See Testimonials).

To determine if the Financial Architect System™ is right for your company’s capitalization needs, please read this E-book.

As former Wall Street financiers turned entrepreneurs, we know what you’re going through or about to go through. We have felt the pain of attempting to capitalize start-up and early stage companies. We know how to succeed, but just as important, we’ve learned from mistakes.

When it comes to raising capital, “Crowd Funding” the JOBS Act of 2012 has changed everything! All privately-held companies now have the ability to legally advertise securities to raise an unlimited amount of capital from accredited investors.  If you use “high yield” hybrid securities to compete with low yielding bank CDs, your phone will ring of the hook with investors calling you!

But many will still give up too much of their company too early, for too little…a critical mistake! More importantly, many entrepreneurs and the crowdfunding portals they use to promote and sell their securities offerings, may be in serious technical violation of federal and state securities laws, rules and regulations. Don’t risk going to jail for securities fraud.

If you are determined to raise capital for your start-up or early stage company, and want to do it right the first time, this book was made for you. It is the only resource available online that shows Entrepreneurs the whole process so they can successfully get the capital they need without wasting time or money where others fail. Get right to the source, and turn your dream into reality.


About the Authors

Timothy Daniel Hogan

Mr. Hogan has been in the Investment Banking and Securities Industry, since May 5th 1985. His securities industry training started with a few large securities brokerage and investment banking firms, such as; Merrill Lynch, E. F. Hutton and Shearson Lehman Brothers, now known as, Salomon/Smith Barney a Member of Citigroup. He’s held Six (6) NASD/FINRA securities licenses and registrations primarily of “Principal” status. Mr. Hogan is a former Director of Compliance and Senior Trading Principal for North American Financial Group, Inc. a SEC Registered Investment Bank and Securities Broker. Chairman of the Investment Policy Committee for North American Capital Advisors, Inc. a SEC Registered Investment Advisory firm.

Mr. Hogan has been a Founding Principal of seven entrepreneurial endeavors, including an eighteen-hole championship golf course and real estate development, a software-development firm and other Internet related businesses, as well as, an investment-banking company. He has held board and executive committee seats on various firms. Mr. Hogan holds a double major (Marketing & Finance) Bachelors of Business Administration from Grand Valley State University’s Seidman College of Business.

Russell C. Weigel III, Esq.

Mr. Weigel is a securities lawyer that started his legal career in 1989. Between 1989 and 1990, Mr. Weigel served the state of Florida as a criminal prosecutor. Between 1990 and 2001, Mr. Weigel worked for the Securities and Exchange Commission as an enforcement attorney. He supervised and conducted numerous investigations and litigated many civil injunctive and administrative proceedings nationwide. Most of his cases involved allegations of fraud, sales of unregistered non-exempt securities or regulatory compliance violations. Mr. Weigel also supervised investigations and litigated cases involving securities issuers’ Ponzi schemes and false financial reporting. The targets of Mr. Weigel’s cases typically were stock promoters, public companies, broker dealers, investment advisers, and stock transfer agents.

Mr. Weigel currently has a private practice, specializing in securities law. He handles both securities transactional and securities litigation matters. His focus includes advising public and private company clients on capital raising transactions and mergers, preparing their SEC reports and registration statement filings, regulatory compliance matters for securities-industry participants, and defending clients involved in arbitrations and FINRA, SEC, and state securities enforcement matters. Mr. Weigel is an AV-rated[1] securities attorney.

Mr. Weigel joined Commonwealth Capital Advisors as a Managing Director and Chief Legal Counsel in April of 2014. He joined Commonwealth Capital in the same capacity.


[1] CV, BV, and AV are registered certification marks of Reed Elsevier Properties, Inc. in accordance with Martindale-Hubbell certification procedure’s standards and policies. Martindale-Hubbell is the facilitator of a peer review process that rates lawyers. Ratings reflect the confidential opinions of members of the Bar and the Judiciary. Martindale-Hubbell ratings fall into two categories – legal ability and general ethical standards.

Table of Contents

FOREWORD

Chapter 1: An Introduction to Raising Capital in the United States

Chapter 2: Crowdfunding

I.    Donation-Based Crowdfunding

II.      Capital-Based, Regulation Crowdfunding

Issuers of Securities
Qualification
Limitation on Investment Amounts
Disclosure Requirements
Shameless Plug
Intermediaries – Crowdfunding Portals
Record Keeping- Stock / Securities Record
Denying Access.
Compensation
Highlighting Offerings
Disqualifying Issuers
Current Crowdfunding Practices
Non-Integration with Concurrent Offerings
Advertising the Offering
Oversubscription and Offering Price
Restrictions on Resales
Relationship with State Law
Exemption from Section 12(g) – Becoming an SEC Reporting Co.

Chapter 3: Capitalizing On the Winds of Change

Chapter 4: The Perfect Storm: Are you Ready?

Chapter 5: Rules of the Game: The Power-Play

Chapter 6: Why Entrepreneurs Fail to Raise Capital

Chapter 7: The Four, Professional Functions of a Securities Offering

Chapter 8: Organizational Structures & Management Mindsets

Chapter 9: Deal Structuring

Deal Structures for Operating Companies
Deal Structures for Funds

Chapter 10: Warping the Risk / Return Continuum

Operational Risk
Financial Risk
Litigation Risk

Chapter 11: The Two Most Popular Deal Structures for Start-Ups

Chapter 12: The R&D of Debt Capital

Chapter 13: The R&D of Equity Capital

Chapter 14: Making Structural Changes

Chapter 15: Changing the Mode of Operation

Chapter 16: Instructions to Producing Pro Forma Financial Projections

Chapter 17: Company Valuation and Securities Pricing

Chapter 18: Securities-Offering-Document Production

Exemption Decision Matrix

Chapter 19: Soliciting & Selling Securities to Raise Capital

Chapter 20: Compliance with Federal and State Securities Laws

FINANCIAL ARCHITECT DEMO

About the Authors:

Timothy Daniel Hogan
Russell C. Weigel III, Esq.

 

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