Sunday, November 19, 2017

OUR GUY TIM FERRISS GIVES ADVICE FOR ENTREPRENEURS ON THE #ASKGARYVEE SHOW

I'm not sure if I've mentioned this or not, but about 15 years ago Tim Ferriss changed my life.  I purchased his book The 4 Hour Work Week and became obsessed with how valuable my time is.  Back at it, he has published another book called Tribe of Mentors and dropped more gems on The #AskGaryVee Show, check it out:



As I've mentioned before on this blog, in order to become the best you must learn from the best.  What I love about Tim is that he doesn't give you what he thinks, he interviews and writes about his findings while observing successful mentors.  I truly believe that learning from the best will make you the best.

Bests,


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About the Author: Nicholas Coriano, JD is an Entrepreneur &  Business Consultant.  He has worked at Merrill Lynch, The New York Stock Exchange and is currently a partner at Cervitude Intelligent Relations.  Learn more about him here. He is the author of Rules For Entrepreneurship available now on Amazon.

About MicroCapCompany.COM: MicroCapCompany.COM (The Blog) is a blog focused on providing articles, news and information on the micro cap sector and start-ups.  The Blog is a free service offered by Cervitude™ Investor Relations - a micro cap investor relations firm for micro cap companies and penny stocks.  If there is a particular topic you would like to see covered on The Blog, email us. If you would like to advertise on The Blog, click here. 

Sunday, November 12, 2017

What is Regulation A?

Regulation A allows companies to offer and sell securities to the public, but with more limited disclosure requirements than what you would currently expect from publicly reporting companies.  In comparison to registered offerings, smaller companies in earlier stages of development may be able to use this rule to more cost-effectively raise money. 
How does Regulation A affect me?
With recent changes, Regulation A may present new opportunities for you to invest in early stage and smaller companies and businesses.  If you take advantage of these opportunities, however, you should also be fully aware that your investment will involve risk.  Following are some general risks to keep in mind:
  • Speculative.  Investments in startups and early-stage ventures are speculative and the businesses may fail.  Unlike an investment in a mature business where there is a track record of revenue and income, a startup often relies on the development of a new business, product or service that may or may not find a market.  The SEC does not pass upon the merits or give its approval to any securities offered. 
  • Illiquidity.  Even though there is no resale restriction, you may need to hold your investment for an indefinite period of time.  If the securities are not to be listed on an exchange where you can quickly and easily trade the securities, you will have to locate an interested buyer when you do seek to resell your investment.  
If I want to invest, what do I need to know?
Regulation A allows companies to raise money under two different tiers.  If you are interested in investing in a company relying on Regulation A to sell its securities, then it is very important for you to know which tier the offering is being conducted under.  Companies are required to indicate the tier their offerings are being conducted under on the cover of their primary disclosure document—the offering circular.  The two different tiers mean two different types of investments for you.  Regardless of the tier, however, any offering under Regulation A is subject to both federal and relevant state jurisdiction for any fraudulent and other unlawful conduct.  Read more about Regulation A from the S.E.C. website. 

Sunday, November 5, 2017

I Don't Trust Warren Buffett!! Exclusive Bull On The Street Cast

In addition to blogging here on MicroCapCompany.com (this includes myself and the occasional guest post from Dan Wachtel or Jarrett Rumoro), me and Dan have started a podcast named Bull on The Street where we discuss finance, micro cap investing and all things Wall Street.

In a recent podcast, Dan made it a point to say that he did not trust Warren Buffett.  A strong position but taken with a valid point.  Listen to the podcast here:



-Nick Coriano

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About the Author: Nicholas Coriano, JD is an Entrepreneur &  Business Consultant.  He has worked at Merrill Lynch, The New York Stock Exchange and is currently a partner at Cervitude Intelligent Relations.  Learn more about him here. He is the author of Rules For Entrepreneurship available now on Amazon.

About MicroCapCompany.COM: MicroCapCompany.COM (The Blog) is a blog focused on providing articles, news and information on the micro cap sector and start-ups.  The Blog is a free service offered by Cervitude™ Investor Relations - a micro cap investor relations firm for micro cap companies and penny stocks.  If there is a particular topic you would like to see covered on The Blog, email us. If you would like to advertise on The Blog, click here. 

Sunday, October 29, 2017

What is Rule 144?

What Are Restricted and Control Securities?

Restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing "seed money" or start-up capital to the company. Rule 144(a)(3) identifies what sales produce restricted securities.

Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or "affiliate," you take restricted securities, even if they were not restricted in the affiliate's hands.

If you acquire restrictive securities, you almost always will receive a certificate stamped with a "restrictive" legend. The legend indicates that the securities may not be resold in the marketplace unless they are registered with the SEC or are exempt from the registration requirements. Certificates for control securities usually are not stamped with a legend.

What Are the Conditions of Rule 144?

If you want to sell your restricted or control securities to the public, you can meet the applicable conditions set forth in Rule 144. The rule is not the exclusive means for selling restricted or control securities, but provides a "safe harbor" exemption to sellers. The rule's five conditions are summarized below:

Additional securities purchased from the issuer do not affect the holding period of previously purchased securities of the same class. If you purchased restricted securities from another non-affiliate, you can tack on that non-affiliate's holding period to your holding period. For gifts made by an affiliate, the holding period begins when the affiliate acquired the securities and not on the date of the gift. In the case of a stock option, including employee stock options, the holding period begins on the date the option is exercised and not the date it is granted.

  1. Holding Period. Before you may sell any restricted securities in the marketplace, you must hold them for a certain period of time. If the company that issued the securities is a “reporting company” in that it is subject to the reporting requirements of the Securities Exchange Act of 1934, then you must hold the securities for at least six months. If the issuer of the securities is not subject to the reporting requirements, then you must hold the securities for at least one year. The relevant holding period begins when the securities were bought and fully paid for. The holding period only applies to restricted securities. Because securities acquired in the public market are not restricted, there is no holding period for an affiliate who purchases securities of the issuer in the marketplace. But the resale of an affiliate's shares as control securities is subject to the other conditions of the rule.
  2. Current Public Information.  There must be adequate current information about the issuing company publicly available before the sale can be made. For reporting companies, this generally means that the companies have complied with the periodic reporting requirements of the Securities Exchange Act of 1934. For non-reporting companies, this means that certain company information, including information regarding the nature of its business, the identity of its officers and directors, and its financial statements, is publicly available.
  3. Trading Volume Formula. If you are an affiliate, the number of equity securities you may sell during any three-month period cannot exceed the greater of 1% of the outstanding shares of the same class being sold, or if the class is listed on a stock exchange, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144.  Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement.
  4. Ordinary Brokerage Transactions.  If you are an affiliate, the sales must be handled in all respects as routine trading transactions, and brokers may not receive more than a normal commission.  Neither the seller nor the broker can solicit orders to buy the securities.
  5. Filing a Notice of Proposed Sale With the SEC.  If you are an affiliate, you must file a notice with the SEC on Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period.  

If I Am Not an Affiliate of the Issuer, What Conditions of Rule 144 Must I Comply With?

If you are not (and have not been for at least three months) an affiliate of the company issuing the securities and have held the restricted securities for at least one year, you can sell the securities without regard to the conditions in Rule 144 discussed above.  If the issuer of the securities is subject to the Exchange Act reporting requirements and you have held the securities for at least six months but less than one year, you may sell the securities as long as you satisfy the current public information condition.

Can the Securities Be Sold Publicly If the Conditions of Rule 144 Have Been Met?

Even if you have met the conditions of Rule 144, you can't sell your restricted securities to the public until you've gotten the legend removed from the certificate. Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless you've obtained the consent of the issuer—usually in the form of an opinion letter from the issuer's counsel—that the restrictive legend can be removed. Unless this happens, the transfer agent doesn't have the authority to remove the legend and permit execution of the trade in the marketplace.

To begin the legend removal process, an investor should contact the company that issued the securities, or the transfer agent for the securities, to ask about the procedures for removing a legend. Removing the legend can be a complicated process requiring you to work with an attorney who specializes in securities law.

What If a Dispute Arises Over Whether I Can Remove the Legend?

If a dispute arises about whether a restrictive legend can be removed, the SEC will not intervene. Removal of a legend is a matter solely in the discretion of the issuer of the securities. State law, not federal law, covers disputes about the removal of legends. Thus, the SEC will not take action in any decision or dispute about removing a restrictive legend.

See more: https://www.sec.gov/reportspubs/investor-publications/investorpubsrule144htm.html

Sunday, October 22, 2017

How Micro Cap Companies Can Use Twitter To Build Credibility in the Investor Marketplace

Big companies and small companies alike are trying to accomplish one task when marketing.  That task is to make their business, services or products more credible in the eyes of potential consumers, clients, customers and investors.  Most CEOs should know that social media is a cost effective way to reach the public and Twitter has been a powerhouse in most sectors and industries in one way or another.  In America, the President uses it as a personal bullhorn to get his message across quickly and efficiently (regardless of whether you agree with what he says). 

So how do you use Twitter to build credibility?

Well let me break down this question into what type of twitter account you have: personal or business.  Your personal account would be something like what I have at my personal twitter @NicholasCoriano ...a business account is branded in your business name with a business logo such as the case for our twitter account here at @MicroCapCompany

If you are running a branded account you want to decide the voice of your account.  This means what will you be tweeting about.  I suggest to imagine who your target customer is and what that person or businesses wants to read.  If you are the source of information for your target customer, you are off to a great start.  If you are running a personal account, then authenticity is the key.  People want to follow a real person, not a staged mannequin.  But THE MOST IMPORTANT THING TO BUILD CREDIBILTY ON TWITTER IS: ENGAGEMENT, ENGAGEMENT, ENGAGEMENT!!!!

Here are a few ways to engage with targeted people on twitter:
  • Search:  Searching Twitter can help you find potential customers or like minded people.  For example, if I search "need a business plan writer", I commonly find people tweeting about how hard it is to write a business plan, which is perfect for my business plan writing services.  I reply to them and say "I can help, check out Cervitude.com".  See my video on How to Get Clients from Twitter for more information.
  • Twitter Chats:  People and companies on Twitter hold Twitter Chats found by hashtags.  For example, #StartupChats is held by Canada Startups and Winnie Sun has a financial chat found at #WinnieSun (see twitter @SunGroupWP).  Usually there is a moderator that asks questions and anyone on twitter can chime in and answer.  And sometimes the chats are summarized and retweeted like below
  • Retweeting, replying and following:  Follow people and accounts that you are interested in and retweet them.  Replying to post will start the conversation which will lead you into engagement.  If they follow you back, then Twitter gives the option to direct message them which is as good as an email address. 
The more a micro cap company engages with their target audience, the more credible they become.  This is in part due to the fact that the company with the twitter account builds the narrative. 

Hope this helps.  At Cervitude IR, we help small cap and micro cap companies valued under $1 billion with social media efforts.  See Cervitude.com for more information. 

Nick Coriano ______________________________________________________________
About the Author: 
Nicholas Coriano, JD is an Entrepreneur &  Business Consultant.  He has worked at Merrill Lynch, The New York Stock Exchange and is currently a partner at Cervitude Intelligent Relations.  Learn more about him here. He is the author of Rules For Entrepreneurship available now on Amazon.

About MicroCapCompany.COM: MicroCapCompany.COM (The Blog) is a blog focused on providing articles, news and information on the micro cap sector and start-ups.  The Blog is a free service offered by Cervitude™ Investor Relations - a 
micro cap investor relations firm for micro cap companies and penny stocks.  If there is a particular topic you would like to see covered on The Blog, email us. If you would like to advertise on The Blog, click here. 

Sunday, October 15, 2017

Planet MicroCap Showcase Live Podcast Taping

Live MicroCap Podcast taping in Las Vegas discussing micro cap stocks and micro cap investing. 


"Planet MicroCap Podcast: LIVE!" at the Planet MicroCap Showcase 2017 in Las Vegas, NV. Host: Robert Kraft, StockNewsNow.com/Planet MicroCap Podcast http://stocknewsnow.com/ http://planetmicrocap.podbean.com/ Speakers: Chris Irons, GeoInvesting.com https://geoinvesting.com/ Brandon Mackie, Small Cap Discoveries http://smallcapdiscoveries.com/ Chris Lahiji, LD Micro https://www.ldmicro.com/ Jason Hirschman, MicroCapClub Member/@EightTrack18

-Nick Coriano

______________________________________________________________
About the Author: Nicholas Coriano, JD is an Entrepreneur &  Business Consultant.  He has worked at Merrill Lynch, The New York Stock Exchange and is currently a partner at Cervitude Intelligent Relations.  Learn more about him here. He is the author of Rules For Entrepreneurship available now on Amazon.

About MicroCapCompany.COM: MicroCapCompany.COM (The Blog) is a blog focused on providing articles, news and information on the micro cap sector and start-ups.  The Blog is a free service offered by Cervitude™ Investor Relations - a micro cap investor relations firm for micro cap companies and penny stocks.  If there is a particular topic you would like to see covered on The Blog, email us. If you would like to advertise on The Blog, click here.