Tag Archives: Crowdfunding

SEC issues abound, getting caught up…

SEC issues abound, getting caught up…

There are just a lot of things happening in the merchant banking world.  First, of course, President Trump’s first 100 days in office have been a slow walk towards the lofty goals he set forth when he was running for office – don’t get me wrong, I believe that he has made strides towards his goals, but they were always long term goals in the first place.  Rolling back regulation, check.  Obamacare reform, well, working on it…

Now onto other updates:

  • I always follow what Alchemy OTC Markets Specialist does and thinks, so here is his latest update – “SEC Issues Progress Report on United States Title III Equity Crowdfunding Growth Rate“.
  • If you are in the public markets and you’re not reading the monthly OTC Markets’ newsletter, you should.  Here is the March 2017 issue.  Here is an excerpt from it that I think all of the PR / IR professionals need to heed, “Make sure to follow and tag us @otcmarkets in your latest news, positive earnings and corporate actions on Facebook and Twitter. Use the hashtag #OTCQB, to make it easier for investors to find your latest updates.


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Posted by on March 22, 2017 in BLOG, Public markets


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The only 10 slides you need in a pitch

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Posted by on July 1, 2015 in BLOG


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Accounting rules, IPO readiness, and Crowdfunding

Rhodes Holdings LLC has had a strong relationship with Clear Financial Solutions, Inc. and its principal, Steven Plumb.  This is their Fall 2012 newsletter, which I believe is worthwhile for public company management members…

New SEC Resource Extraction Issuer Rules

On August 22, 2012, the United States Securities and Exchange Commission (SEC) adopted final rules requiring annual disclosure of payments made to foreign governments and the U.S. federal government by “resource extraction issuers.”  These new disclosure requirements apply to all cash or in-kind payments made to foreign governments or the U.S. federal government by Exchange Act reporting oil, natural gas, and mining companies, domestic and foreign, in connection with the commercial development of oil, natural gas, or minerals.  The rules require disclosure to be made in an annual Form SD to be filed with the SEC not more than 150 days following the end of each fiscal year ending after September 30, 2013.  For resource extraction issuers with a calendar year end, the first filing will be due on May 30, 2014.

These rules fulfill a mandate in the Dodd-Frank Wall Street Reform and Consumer Protection Act to further the objectives of the Extractive Industries Transparency Initiative.  These rules can have a far reaching impact on the competitiveness of extractive industry companies and should be evaluated by all domestic and foreign companies, including smaller reporting companies, that are required to file annual reports with the SEC and are engaged in the commercial development of oil, natural gas, or minerals.

We suggest that you begin analyzing the rules and developing strategies to gather information and track contracts, payments and related expenditures.

You can read the SEC press release here.

Crowd Funding

There’s been a recent development that may shift a few paradigms in the world of finance called “crowd funding.”  Crowd funding is simply the raising of funds from many people rather than a few large investors.  This is usually done using the internet due to the ease of communication and transfer of funds.  With the passing of the Jumpstart Our Business Startups Act (JOBS Act) in April, crowd funding has become a viable option for raising business capital.  The act allows companies to solicit and sell securities to non-accredited investors and, according to Jim Brendel of Accounting Today, increases the minimum number of total investors that requires a company to file publicly from 500 to 2,000.1

Through efficient utilization of the internet and other media, a company could fund a project with hundreds of small investments rather than looking for thousands or millions of dollars from just a few investors.  Many artists and even private individuals have already had great success with crowd funding through websites such as,, and including a fully funded tour of by British rock group Marillion.2  This new reality drastically increases the amount and availability of investment capital as the next generation of business is funded not by Swiss bank accounts but by Mr. and Mrs. Smith’s checking account.  Sources and more on crowd funding:


IPO Readiness

Is your company considering going public or looking to be acquired by a public company?  In either situation, you should begin positioning your company to act and report as if it were a public company.  Consider the following as you move toward your goal:

  • Begin the IPO readiness process early enough so that your pre-listed company acts and operates like a public company at least a year before the IPO
  • Commit substantial resources to the IPO process and build the quality management team, robust financial and business infrastructure, corporate governance and investor relations strategy that will attract the right investors
  • Properly assess the amount of time the IPO journey will take, or the level of scrutiny and accountability faced by a public company

Consider the following facts, as reported by Ernst & Young:

  • Investors base an average of 60% of their IPO investment decisions on financial factors especially: debt to equity ratios, EPS growth, sales growth, ROE, profitability and EBITDA growth
  • Investors base an average of 40% of their IPO investment decisions on non-financial factors especially: quality of management, corporate strategy and execution, brand strength and operational effectiveness, and corporate governance
  • Articulate a compelling equity story backed up by a strong track record of growth which sets you apart from your peers while maximizing value for owners

About Us

Clear Financial Solutions, Inc. specializes providing Contract CFO and SEC Reporting Services.  We are experienced entrepreneurs with extensive public company and start up experience.  Hire the expertise and vision of seasoned financial and accounting professionals and let us help you succeed by doing more of what you do well and improving what you don’t.

Call on us today at (713) 780-0806 to schedule a free one hour confidential consultation or visit our website

Steven Plumb, President

© 2012 by Clear Financial Solutions, Inc., all rights reserved. Terms of Use · Privacy Policy

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Posted by on September 24, 2012 in BLOG, Business, Entrepenuers, Public markets


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The JOBS Act presentation by The International Law Firm of Fulbright & Jaworski

I ran across this presentation (The International Law Firm of Fulbright & Jaworski – Events) coming up and thought that anyone that deals with securities needs to be there (if you received a LinkedIn Invitation from me, take a look at it).  Here is an excerpt from their e-mail touting the presentation:

Recent changes in securities laws affect venture capital firms, angel investment groups, start up and early stage technology companies and emerging growth companies planning to go public (under $1.0 billion in revenue).

The JOBS Act enacted in April significantly changes U.S. securities laws, making it easier for companies to raise capital in private placements and to complete IPOs by:

  • Mandating that the SEC adopt rules allowing general solicitation
    of investors for certain private placements;
  • Creating rules to allow crowd funding;
  • Increasing the number of shareholders a company can have before
    triggering public filing requirements;
  • Increasing the size of Regulation A offerings from $5 million to $50 million;
  • Allowing registration statements to be filed confidentially;
  • Allowing IPO companies to “test the waters” to gauge investor interest;
  • Reducing the number of years of financial data required for an IPO from
    five years to two years; and
  • Substantially reducing some of the disclosure requirements for IPOs.

If you may be seeking capital or contemplating an IPO in the near future, come hear how the landscape has changed.

Brian Fenske, Partner, Fulbright & Jaworski L.L.P.
Gerry Pecht, Partner, Fulbright & Jaworski L.L.P.
Chuck Powell, Partner, Fulbright & Jaworski L.L.P.
Peter Stokes, Partner, Fulbright & Jaworski L.L.P.

This seminar is offered at no charge to clients and friends of Fulbright. Seating is limited, so reservations will be accepted in the order received. To reserve a space now, please click here. For more information please contact Jessica Schwartz at or 713 651 5550.

The International Law Firm of Fulbright & Jaworski – Events.


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Crowdfunding, JOBS Act, and creative project funding…

JOBS Act – Title II, III and IV Explained

Title II of the JOBS Act has reversed rules on general solicitation and advertisement of a Rule 506 offering, as long as all ultimate purchasers are accredited investors. Within 90 days following enactment of the law, the Securities and Exchange Commission must revise Rule 506 to provide that Rule 502’s limitations on solicitation and advertisement do not apply to Rule 506 transactions involving accredited investors only. This makes the identification of accredited investors especially significant. Prior to the JOBS Act, purchasers have been allowed to self-certify that they qualify as accredited investors. In a departure from this long-approved practice, however, the JOBS Act provides that issuers are now required to take “reasonable steps” to ensure investors purchasing securities through a Rule 506 offering are “accredited investors.” It remains unclear what steps the SEC will require from issuers to verify that purchasers under Rule 506 are actually accredited investors. According to the 14 Law Firm Consensus Report released on April 5, 2012, the current version of Rule 506 will remain in effect until the SEC puts forward the new rules.

Read More at  This article was written by Michael T. Rave, Ronald H. Janis, Frank E. Lawatsch, Jr., David Swerdloff, Lane Watson, Veronica M. Gonzalez and Edward Bion Piepmeier.  Excerpt above from a newsletter mailing from PPMLogix, used by permission from Mr. Stapleton at PPM Logix.

Crowd funding for creative projects

There are some interesting items articles that are coming to my attention.  This one, from a client (Frank Neukomm) has a flavor for start-ups:

Startups Look to the Crowd (Yahoo! Finance)
By JENNA WORTHAM | New York Times – Mon, Apr 30, 2012 12:25 PM EDT

But here is one that I really think is interesting – project funding for creative projects.  Take a look at Kick Starter.  My sister, Jenni Rebecca Stephenson who is the Managing Director of the newly merged Fresh Arts and SpaceTaker organization, says that:

[The site] works best when it involves a product or takeaway.  The biggest challenge of Kickstarter versus some of the others it that you don’t get ANY of the money unless you can raise ALL of your goal.  That serves as motivation for some, but a barrier for others.

Space Taker has been hosting workshops with other crowd funding entities for two years!  Like Indiegogo.  Two years, my sister is way ahead of her time, and obviously more hip and happening then me (just doing SEC related work outs and helping our clients get funding by transaction structuring) – that was a little tongue and cheek, but really, Space Taker is way ahead of other arts organizations…

And then OTC Markets kicks in with their own information hub at

© 2012 by Rhodes Holdings LLC, except where noted and credited.


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