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Newsletter Archive

We hope you find this arcthve useful. A subscription to The Small Business Advisor Newsletter is free. Subscribe now - it's easy!

The Small Business Advisor Newsletter for April, 1997

CONTENTS
    Notes, tips, etc
    Recruiting Freelance Writing or Desktop Publishing Help
    Six Lessons  from Large Corporations
    Recordkeeping Tips
    Internet Marketing Basics
    The Power of Classified Advertising
    How to Go Public without Cost

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NOTES/TIPS/etc

MARKETING TIP. Here is one of our favorites. Have you noticed that in nearly every bill you receive it contains sales literature? Return the favor! Stuff one of your catalogs, brochures or news releases into EVERY bill you pay including telephone, electric, mortgage, etc. You never know who is opening the mail.
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Looking for venture capital? Check out http://www.vcworld.com , Venture Capital World Online. They provide a direct database link between investors searching for opportunities and entrepreneurs in need of venture capital.
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Newsgroups are a fantastic source of information. The problem is that many internet providers (ISP's) do not provide all the newsgroups available (over 15,000) due to limitations in bandwidth and other reasons. However, check out http://sunsite.unc.edu/usenet-i/search.html for a database of ALL existing newsgroups.
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Looking for a company or a person? Check out these comprehensive directories:

Ultimate White Pages
http://www.angelfire.com/webfind.index.html

Switchboard telephone and address directory
http://www.switchboard.com

Reverse directory; e-mail & web pages
http://www.WhoWhere.com

Reverse phone directory-like searches
http://www.yahoo.com/search/people/

Yellow Pages directory
http://www.bigyellow.com

Yellownet
http://www.yellownet.com

Yellow Pages Online
http://www.ypo.com

Four11 Directory Services
http://www.four11.com
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Need a Legal Business Form? "The Complete Book of Small Business Legal Forms" by Daniel Sitarz provides a wide variety of forms from contracts and leases to promissory notes and collection documents. $19.95 or $29.95 with disk. Nova Publishing, 800 462 6420.
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TAXES. Although not known for their accuracy (!), the IRS has a recorded information line including a variety of topics including the new IRA rules. Call 1 800 829 4477. The regular information line is 1 800 829 1040.

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Recruiting Freelance Writing or Desktop Publishing Help
by Allen Short

When hiring a freelance or consulting writer or desktop publisher, knowledge of these considerations will allow you to make an informed decision and find the best candidate. It will also provide insight into the roles that you and your staff must fulfill for employing that candidate most effectively.

1) Ask for example documents.

Anyone with worthwhile experience can easily provide these. Look at the materials and determine if the design and accuracy are commensurate with your current literature or the new standards you are trying to achieve. If you need color work done or original artwork, make sure the candidate provides examples of these. Obtain work examples in advance so you have plenty of time to examine them in detail. Make sure that grammar, punctuation, spelling and sentence structure meet your standards. Pay close attention to graphical details, trapping (or color overlap and blending) within graphics, photo fit within frames, page-to-page consistency, etc. and overall layout. Ask for a brief description of a document's development, the problems incurred and the solutions implemented. Don't be afraid to ask how long the project took to complete. This can help you estimate the project time and cost for which you are hiring the individual or firm.

2) Examine occupational and educational backgrounds.

You will have to work efficiently with this person so you should be aware of their work history (resume) and what they find rewarding about document preparation. Knowledge of the candidate's educational background, and whether it is ongoing, will help you ascertain whether he or she is keeping abreast of changes in the industry regarding techniques, software and publishing alternatives. Ask about magazine subscriptions and which are found to be most useful and why. This may reveal the level of commitment and creativity the candidate has in providing the best results for your investment.

3) Find out what software applications and platforms
    the candidate uses and is best experienced with.

The need for facility with your current applications is obvious if the project is to be performed in-house on your equipment. But, if the project will be handed off for off-site completion and printing, consider the software programs to be used. If your company does not own them, you may be tied to the consultant for all future corrections and updates, an unnecessary cost for minor revisions. This will also limit your access to the document text for use in other projects, proposals, etc. As well, if the consultant will use an application or applications you do own, make sure that the final documents submitted on disk have been composed for the applicable printer(s) in your facility. If one of your workers opens the file with a differing printer driver loaded, the entire document may require rework. As well, fonts used in the original may not be present on your system. Matching fonts between client and consultant equipment is crucial for ensuring that you can print the documents exactly as they were originally provided. These problems are a common surprise to many first-time freelance employers. Be prepared to demand what is in your best interest. The extra time required by the consultant to ensure document compatibility is minimal. A good consultant should bring these issues to your attention.

4) Evaluate verbal communication skills and assertiveness.

Fundamental to the acquisition of information for a documentation project is the availability of that information. You know the type of work environment in which the candidate is expected to succeed since you already work in it. You know whether your technical or marketing staff practice organizational methods that make information readily available, or whether they must be restrained and interrogated. Evaluate the candidate's communication skills with respect to your knowledge of these factors. The candidate must be capable of describing the usual techniques used for acquiring information from engineers, technicians, marketeers, salesmen, etc. and what questionnaires, if any, are employed to collect that information. If your environment demands the methods of an assertive buttonholer and your present candidate appears shy, hesitant or reticent, you may be better off with a more aggressive and robust personality. But don't swing to the other extreme and engage a consultant that may put off a staff sensitive to the stresses of a demanding project or environment.

5) Ask for details on the candidate's experience as a print shop liaison.

If your final documents are to be printed at a print shop and you plan to assign the management of this task to the candidate, evaluate his or her experience in this capacity. Many consulting writers and desktop publishers typically provide only the final document on disk or film with a laser hard copy. Someone capable of interacting with the print shop during execution of the print run must have reliable experience in dealing with the problems that can occur and be capable of good judgment regarding registration, color matching and color quality before approving the final run. A print shop will meet its own quality standards. If your standards are somewhat higher and more demanding, they will be met only if you engage an active advocate with veto authority. That advocate should be experienced in the requisite technical areas and persuasive diplomacy.

6) Determine the other demands on the candidate's time that
    may affect the meeting of your deadline.

Anyone can promise a delivery date, but to do so honestly and accurately requires organization and commitment to a project. Make sure that the candidate you select is willing to set aside the time required for your needs, or that the selected firm has enough depth of personnel to carry out the project should the person walking point become ill or be called away to another project. For especially critical deadlines, a contractual agreement with late penalties may be agreed upon to highlight the seriousness of your requirements and inspire the needed responsiveness. You are paying, so retain the position of power to have your project completed punctually.

7) Prepare your staff for the most positive and effective
    use of the consultant's time.

Just as the consultant is assuming an obligation to work for you, you are assuming the responsibility of facilitating those efforts within your organization. It is a common complaint of freelance document creators that their clients drop the ball part way through a project, causing lost days for want of information, solutions to product inconsistencies or the availability of individuals scheduled to provide training. Make a commitment to having complete information ready and contributing personnel versed ahead of time about what is expected of them. Paying for consulting services on an hourly basis should make the relevance and cost-effectiveness of this effort obvious. As a further measure you may ask the consultant to provide project status reports, wherein attention may be brought, on a regular basis, to the support issues that must be resolved to allow progress. These are effective and not only allow the consultant a significant voice regarding unmet needs, but ensure your staff is continually aware of their obligations. Include the consultant as a team member and your employees are more likely to exercise the respect fundamental to cooperation.

(Written by Allen Short, Aikon Desktop Services, Professional desktop publishing, technical writing and web page design services. (773) 281-2594,
AGiS8@earthlink.net)

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SIX LESSONS  FROM LARGE CORPORATIONS
By Phyllis Sheerin Ross
Copyright @ Phyllis S. Ross 1997
 
Another Monday morning, and there you are ensconced in front of your PC ready to start a day's work, all warm and comfortable in old sweats with your funny- bunny slippers on your feet. As you sip freshly brewed coffee from the mug with your company-logo, you glance out the window and see your neighbor running toward her car. She's wearing her navy blue "power suit", white blouse, navy high heels, and has an overflowing coffee cup in one hand. In her other hand is her attaché case. She has a bagel jammed into her grimacing mouth, and stands there for a moment trying to figure out how to open her car door. As she finally pulls away in her car, rushing to her corporate job, you sigh and think, "Boy, do we live in two separate worlds!". Not so. Take a closer look at her corporate world, and see how see the lessons learned in her corporate world are directly applicable to your small business world.

Lesson # 1 -Learn to plan ahead. Large corporations require careful planning. Managers are expected to turn in detailed plans for the next calendar year in August of the current year. Documentation about how specific products and services will be sold are noted. Projections of expected revenue and expenses are detailed and illustrated by various charts and graphs. A less detailed five year plan is presented together with the twelve month plan to the company directors. Careful determination is made up front, regarding future business ventures. Can you predict your business outlook for the months of April, May, and June? Wouldn't detailed planning help you to realize your business goals?

Lesson #2 - Understand industry drivers. Walk into a high level meeting of a corporation on any given day, and there's bound to be a discussion of industry drivers. By understanding the drivers in the customer's industry, you can determine how to leverage the drivers, and how to provide better service and better products for the customers. For example, look around at the rapid growth of take-out chicken restaurants. Lots of competition for the same consumer audience. If it's your job to produce ad copy for one of these restaurants, you need to understand the demographics of the customers. Are they health conscious, and prefer the broiled chicken and steamed vegetables? Do they have young children who demand the fried chicken and French fries? What can you put in your ad copy that will make them chose your client, and not the competition? It's the preferences of the customer base that represents the industry driver. When we understand what makes our customer successful, we understand the concept of industry drivers. Do you know what makes your customer's business a success?

Lesson # 3 - Request report cards. Successful corporations do not play the game of "If only the customer would go away, we could get our work done!". Successful corporations know that their number one priority is customer satisfaction. And they are diligent about measuring their success. There are frequent customer meetings to ensure that the customer is indeed with work performed. Surveys are conducted on a regular basis. Upper management will contact customers directly to inquire how the team is performing on the contract. Presentations are conducted that highlight the corporations accomplishments in order that they be noted in the customer surveys. Have you asked your customer  for your report card lately?

Lesson # 4 - Know the competition. Large corporations have entire departments dedicated to competitive analysis. The department is totally focused on the competition for the corporation's products and services. The competitive analysis team analyze the success ratio of the product, the financial aspects, and the competitor's presence in the industry. Competitive analysis is so critical to the success or failure of a large corporation, that large numbers of  consultants will be brought in to assist with the process. Armed with this critical knowledge, large corporations carefully prepare for the bid and proposal arena. While small businesses obviously cannot afford entire departments or even an extra person devoted to competitive analysis, can you afford not to keep an eye on your competition?

Lesson # 5 - If you can't beat 'em, join 'em.  While examining the competition, large corporations will frequently make the decision that they actually need to team with the competition in order to win a large piece of business. The synergy of two or even three large companies will present an unbeatable team for the competition. Even if you're not the "primary" on the contract, it becomes a "win-win" situation for all the companies involved in the bid for business. Look around at your competition. Is there anyone you can team with to present an even stronger, united front for success?

Lesson # 6 -  Think globally. Large corporations are always urging team members to think globally.  This  concept references conducting business on an international scale, and getting out of "the box" of focusing only on current products, current services, current customers, current locations. It involves becoming a visionary, and dedicating time to learning about the corporation's future industry, and the customer's future industry. It involves taking action now in order to be an active player in the future. Do you know  the future plans of  your customer ?  Why not hold a global planning session together with your customer?  Can you support them in getting out of "the box"? Provide the visionary leadership that will move you both toward a successful future.

So next time you see your corporate neighbor rushing toward her car, gently tap on your window to get her attention. When she looks up at you, bagel still in mouth, raise one of your funny-bunny slippers in a salute. After all, the two of you, corporate and small business,  really do share a lot of the lessons learned from large corporations!

(Phyllis Sheerin Ross is a Consultant and writer, with over 20 years experience in project management, training, and business development for Federal Government and commercial organizations. She can be reached at 301-384-0769 or by e-mail at Bronx1@erols.com)

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BUSINESS RECORDKEEPING TIPS
By Jan Zobel, EA;  ? 1996  Jan Zobel
If you have a separate business account, deposit all money from the business into that account. As much as possible, write business checks out of your business account and personal checks from your personal account.
Use one of your credit cards just for business expenses. The card does not need to be in the business' name. While personal credit card interest is no longer deductible, business credit card interest is 100% deductible.
In the event of an audit, you will be asked to provide your canceled checks as well as your receipts. The check shows that an item was paid for, while the receipt specifies what was bought.

Keep the original charge card receipts from any business expenses you charge. The monthly statement gives no information about what was purchased.

While it's true that you don't need to keep receipts if the expense amount is less than $75 (increased recently from $25), you still need to record all information about the expense: how much it was, to whom payment was made, what type of expense it was, the date paid, and so on.

Your appointment book or calendar is an important part of your tax materials and should be kept with them from year to year. Notations can provide back up information about business mileage, pay telephone expense, business trips, etc.

For tax purposes, the date you charge something is the date it's considered paid. If you charge something before December 31, you can deduct it on this year's tax return even though you won't be paying the credit card bill until next year
It's never better to spend unnecessary money just to save taxes. You don't save $1 in tax when you spend $1 on a deductible expense.
Keep a record of every single deposit made to all bank accounts. Record all money coming in, whether taxable or not. At the least, note in your checkbook the source of each deposit. Gifts and loans are not taxable but careful records should be kept if you receive either of them.

Remember the adage, "Garbage in, garbage out."  If you don't understand the information you're entering into your computer program, the financial records that come out may or may not be accurate.

Once a year, at least, every business that sells goods needs to physically count what is left in their inventory.

Inventory removed for personal use should be noted as it cannot be deducted as a business expense.

The IRS has no tolerance for incorrectly withheld and remitted payroll taxes. If you have employees, learn how to correctly withhold and deposit taxes, hire a payroll service to handle the task, or consider leasing workers.

On December 31st write down your car's odometer reading. If you do this every year, you'll know how many miles you drove during the year. You still need records showing how many of those miles were driven for business.

By January 31st you need to issue a 1099 Form to anyone to whom you paid $600 or more this year for business services or office rent. Now is a good time to make sure you have that person's address and social security number, both of which must be included on the 1099 form.

(Jan Zobel is a tax professional (enrolled agent)with offices in the San Francisco Bay Area. She works primarily with self-employed people and is the author of the new book Minding Her Own Business: The Self-Employed Woman's Guide to Taxes and Recordkeeping, EastHill Press).

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INTERNET MARKETING
by Jim Daniels of JDD Publishing

Are you new to online marketing? Have you been at it a while with so-so results? Well here's a crash course for you based on PROVEN strategies. I hope you find a tidbit or two you can use!

For starters, a popular question being asked lately, especially among the many newcomers to internet marketing is this. "What one principle should my online marketing campaign revolve around?" The answer may very well spell the difference between your success or your failure online.

As an online marketer with an established presence, we constantly field questions similar to that above. Recently, a young woman fresh to the net marketing scene posed the question in the following manner. "Being new to this marketing medium, I'd like to know what you see as the most important constant I should stay focused on as I chart my online marketing campaign?"

It took about 3 nanoseconds for the answer to pop into my head! My reply was as follows, "The number one reason people are online in the first place is to find information. Specifically, FREE information." Which bears out the following, "Net marketers who provide valuable content will keep people coming back. Keeping people coming back, is one of, if not the most important factor in any marketing campaign. It dramatically increases the chances of someone actually purchasing your wares."

So there it is. The big picture. A focus. No matter what you're marketing, you probably know plenty about the subject. Share your knowledge. Create a FREE report and give it to anyone who's interested. Start a FREE electronic newsletter about the subject. Submit articles to other newsletters. Create an information rich web site. These are just a few of the many ways to offer free information online. Not only will you be helping your fellow netizens learn, you'll be running an effective marketing campaign!

Now the second half of this crash course focuses on how to get your sales message out. Below we've reviewed the six most popular online marketing strategies in detail. Pick out the methods that work for you and stick with them.

1. Major Provider Classified Advertising. AOL, Compuserve, Prodigy classifieds. Does this method of advertising really work? Sure it does. That's why you see the ads fill up so quickly. Don't expect to be bombarded with inquiries, however, if you regularly post ads in these sites, you will receive some action. Remember though, post FROM an address that you do not mind receiving unsolicited email at. Once you advertise at these sites, your address may be harvested many times over and you'll get plenty of unsolicited email.

2. Free Classifieds On The Web. In addition to the major service providers' online classifieds, there are now well over a thousand sites on the internet that offer free and low cost classifieds. DO they work? Sure. It's a little time consuming to post to them all, but these ads do result in inquiries. Usually no really large numbers, but a few per day is possible.

3. Newsgroups. Many online marketers still rely heavily on newsgroups. Remember, some newsgroups allow you to post direct ads, while others expect a more tactful approach. (Such as contributing useful information and utilizing your signature file as your ad.) See last week's issue for a nice long list of business related newsgroups to read. And remember, before posting, get a feel for each newsgroup by reading some other postings first.

4. Unsolicited Bulk Email. Ahh... A touchy subject. Obviously it's being done. We receive plenty of unsolicited email every day. But does sending your ad to thousands of unsuspecting addresses really work? Probably not as well as some people would like you to believe, but some have praised it. Remember, the decision is yours, but if you're considering using bulk email, you must know two facts. First, a large number of internet citizens do NOT approve of unsolicited email and they WILL complain to your Internet Service Provider. And secondly, many ISP's will discontinue your account when they get complaints from angry recipients of your unsolicited bulk email.

5. Ezine Advertising. An excellent alternative to bulk email! An ezine is an online publication usually delivered via email. Ezine advertising is perhaps the most powerful and cost effective way to attract prospects on the net. Now we're not just saying this to attract advertisers to OUR publication. We actually advertise in many ezines with excellent results. The fact that you are reaching large numbers of email addresses in your TARGET audience, is why ezine advertising has become a proven and rapidly expanding online marketing medium.

6. Web Marketing. Very effective. However you must remember the cardinal rule. Whether you're building your own site or putting one up in one of the popular web malls, web marketing requires heavy promotion. (If you choose to put your site up in a mall, make sure the mall operator actively takes on this marketing burden.) Here are some other tips... Put banners up at other sites that link to your site. (Do a little swapping with some other web marketers!) Search engine submissions are a must, URL announcements, and ALL of the above methods can be used to tie in your web campaign. Also remember to promote your site in traditional publications. There are probably dozens if not more newsletters, and magazines related to your area of interest! Get the word out in the form of press releases and advertising.

This sums up your crash course on internet marketing. Remember, if you're serious about your online marketing campaign, you won't limit yourself to one or two methods. Just like traditional marketing, online marketing takes on many faces. Get your FREE information together, sample the many different marketing methods available and stick with what works best!

(This article was written by Jim Daniels of JDD Publishing, home of "The BizWeb E-Gazette!" and "Internet Email! Beyond The Basics!" For a free subscription to the gazette, email FreeBizWeb@JDD-Publishing.com. Visit their Web Site at http://www.BIZWEB2000.com - your Online Marketing Resource Center!)

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THE POWER OF CLASSIFIED ADVERTISING
By Robert Imbriale, Business Coach

Have you ever wondered if anybody really makes any money with classified ads? That's a question I wanted answers too recently, so I did a little research and found that there are a certain number of them that work extremely well, others that do all right, and still others that don't even produce a single response!

What's the difference? As you can imagine, there are many variables that affect the success of a given classified or display ad, but there are a few things you can do to make sure you are stacking the odds in your favor.

On of the biggest mistakes you can make is saying too much in too small and ad. For instance, forget about selling anything in a classified ad! That's right, forget about it! There just isn't enough room to make your case, so don't even try! Instead, use your classified ads to generate a hot qualified prospect. You can then use all the time and space you need to make your case by sending them your sales literature.

I like to use classified ads to pique interest in a product or service. What that means is that I write about 10 to 15 words, rarely anything longer, that catch the reader's attention and propel them to take a specific action in order to get more information or a free sample.

Since telling the whole story in a classified ad is simply impossible,  get the prospect to respond. You can have them call you on the telephone, send you a letter requesting more information, or even have them look you up on the Internet, but never request the sale in your classified ad!

If you really want to know what classified ads work and which ones don't, go to your local library and pick up old copies of the publication in which you are planning to advertise. Look for the classified section and take note of the ads that are in issue after issue. Do they change from issue to issue? If not, you've probably found a winning ad and can use that as a template when writing your classified ad.

Headlines

Your classified ads must begin with a powerful headline, or at least an attention-grabbing word. Remember, you've only got a split second to get your prospects attention. I like to put the end-result or ultimate benefit of what it is I'm selling right there in the headline.  When my prospect reads my ad, they immediately see what they'll get/gain/earn/achieve  and if they identify with the end result, then they will follow up for more information.

Here are some examples of what I consider powerful headlines:

"Earn 100k+ Per Year Working From Home!"

"Lose 30 Lbs Without Starving!"

"Buy Your Dream Home With No Money Down! Complete details FREE. Call 24hours 1-800-999-5555."

As you can see, these headlines immediately pique interest by stating the end result up front. Now all you have to do to make these classified ads work is add the magic words; "Free information" and ask them to either call or write to you. If you have one, use a toll-free "800" or "888" telephone number to help increase response even more.

That, in a nutshell is how to make use of inexpensive classified advertising. The only magic to it is to keep it short, make sure it has incredible, but believable impact, and remember that your goal is not to sell but rather to generate a qualified lead.

Classified advertising, when properly used, is a great way to boost sales without spending thousands of dollars in advertising. It's also a great way to test headlines for sales letter, brochures and larger display advertising.

So go ahead, write a few classified ads right now. Just ask yourself this question, "What's the ultimate benefit my prospect will gain by using my product or service?" The answer to that question then becomes the basis for your classified ad headline. Can you see how easy it is and how powerful it can be to use classified advertising in you marketing mix?

Now place your ad in a number of publications and be ready to reply immediately to all the requests for free information you will get. Then as you send out your information, take note of how many prospects you convert to customers. You may find that your literature will need some fine-tuning.

Make changes until you are get your desired results. Then what you will ave is a reliable, predictable marketing model you can use over and over again! That's how it's done. Are you ready to build your marketing model?

Send me you classified ads and let me know how they work out for you! I always love hearing from you!

(Mr. Imbriale is a nationally recognized business coach specializing in business development. For a free telephone coaching session contact him at roberti@ix.netcom.com, http://www.amabiznet.com, or 516 754 9144.)

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HOW TO GO PUBLIC WITHOUT COST
by William Cate

How Can You Become a Public Company Without Cost?

The 1934 Securities Act states that any private company with over 500 public shareholders is a public (reporting) company.  Mr. Frederick Lipman is an experienced securities attorney. In his book, Going Public Mr. Lipman observes (Chapter 10) that any public company may sponsor a private company by distributing free stock of the private company to their shareholders.  The industry refers to a private company that goes public using this stock distribution strategy as a Spinoff.

Why Will Public Companies Sponsor Spinoffs?

The public company sponsor usually gets 10% of the private company's stock. The public company distributes half this stock (5%) to their shareholders. By regularly paying their shareholders Spinoff stock dividends, the public company keeps their shareholders. The public company retains 5% of the private company's stock as a corporate asset. This stock enhances the net worth of the public company. The public company sponsor normally pays the cost of distributing the private company's stock to their shareholders. This makes going public a cost free service for the private company.

Why Should Any Private Company Go Public?

* Doing private placements is easier for a public company. Your company can more easily convert your stock to cash.
* A public company can use its stock to buy corporate assets. By buying  cash-producing assets for your company's stock, you increase your company's  cashflow, without spending your company's money.
* When it comes time to sell your public company, the sale price will be your company's share price multiplied by the number of issued shares. The share sale price is usually greater than a sale price  based on your company's balance sheet.
* Business groups buying recently privatized Foreign Government industries gain substantial insurance against a future Government nationalization by becoming a U.S.Public Company.

How Does a Spinoff Compare With an Initial Public Offering (IPO)?

For an operating company, the average cost of doing an IPO is around $750,000. It takes 18 months. Over half the private companies that decide to go public with an IPO abandon the process before they become a public company.
In a Spinoff, the public company sponsor pays your costs. It takes about four months for your private company to become publicly trading.

If you do an IPO, you're not required to distribute any free stock to the public. However, most IPO underwriters price the IPO stock at 15% below the net worth of the company. This effectively gives the public shareholders 15% of the private company free.
 
Where Do Spinoffs Trade?

A Spinoff is a public company. It will trade over-the-counter (OTC), if it doesn't qualify to trade on a stock exchange. The public companies that regularly sponsor Spinoffs, usually arrange to have the new public company trade on the NASD Automatic Bulletin Board.

Why Shouldn't a Private Company Do a Spinoff?

* It's rarely cost effective to arrange a PUBLIC financing for a U. S. Public Company. Unless you can arrange a private placement, you must be certain that your broker or consultant has the contacts to fund your Spinoff.
* The sponsoring company usually wants a seat on your Board of Directors. As Mr. Lipman comments, the sponsor can be legally liable for the misdeeds of the Spinoff.
* It's nearly impossible to find a Spinoff sponsor for a concept-company. The potential of legal liability ensures that sponsors want quality operating private companies for this process.
* A public company has a responsibility to its shareholders. As a matter of corporate self-interest, the public company must insure a strong share price. This responsibility adds ongoing costs to any company's operation. Whether your public company trades OTC or on the NYSE, investor relations will be part of your annual expenditures.

Why Aren't Spinoffs Popular?

* Every industry wants to sell products that make their members the most money. The Spinoff saves you money. But, securities attorneys lose income. U. S. brokerage firms make less money doing Private Placement than public offerings. Financial printers lose money, etc. It isn't in the Industries best interest to mention a Spinoff to the CFO of a private company.
* Most OTC company insiders want to dump their stock quickly. The stock in a Spinoff is restricted stock (subject to SEC Rule 144). Since insiders can get free trading stock by buying a Trading Shell, they avoid Spinoffs.
* Few public companies will sponsor Spinoffs because of the legal  liability problem.

Spinoffs work, but they may not work for your company. Discuss this business strategy with your attorney & accountant. Seek an opinion from a business consultant or stock broker familiar with Spinoffs. Knowing that Spinoffs exist means you have half your answer about using a Spinoff.

(William Cate is a equity finance consultant and publishes Investor Alert. email: Contact him at money@southcoast.net or 1 (415) 879-0654)

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