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You don't have to be rich to start your own company. In fact, about 17% of all businesses now worth more than million were launched with less than ,000, agreeing to Wachovia (Nyse: Wb), America's fourth largest bank by assets.

Still, for your business to survive and grow, you need capital. Your savings, credit cards, loans and investments from house and friends can take you only so far.

But in the lingering wake of the dot-com debacle, it's a particularly tough store out there. "Today, even veteran Ceos are having a hard time raising funds, and what money they do raise comes with a lot of strings attached," said Jill Andresky Fraser, finance editor of Inc magazine.

Venture capitalists have, for the most part, vacated the 0,000 to million-investment range, leaving a huge gap for Smes that seek an infusion of capital at those levels.

Sba study numbers indicate that more than half (56,000) of the 100,000 small businesses requiring equity capital to execute their business plans are unable to raise what they need through original approaches and inexpressive sources. And a full-scale, national-level, Independent collective offering (Ipo) is too lengthy and high-priced for most small businesses, assuming they can even meet all the requirements.

So, what's the answer?

One acknowledge - an increasingly popular, but less-well-known strategy for financing Sme growth - is presented in this white paper:

Forming a Nevada corporation and, with no minimum venture required, bringing your corporation public, raising up to million initially (later you have the expectation of raising more) by means of a Registration-by-Qualification offering in the state of Nevada, in which you sell unrestricted shares that can ordinarily be sold to any Nevada resident.

Why couple in Nevada?

Some of the tax and operating benefits mentioned in this section may depend upon provisions of your corporate bylaws or require you to live in and/or claim a business office in Nevada. So, it is best to check with your accountant and legal counsel to decide which of the many tax and other benefits mentioned in this section apply specifically to you, and to what extent.

That said, however, Nevada is widely acknowledged to be the corporate capital of the United States because of its well-established reputation for business-friendly laws: no corporate earnings tax - even on Nevada corporations that do not escort business in Nevada - no taxes on corporate shares, and no franchise or personal earnings tax, either.

Nevada assesses no inheritance or gift tax, no admissions tax, no unitary tax, and virtually no estate tax.

Its regulations offer flexibility to directors, which need not be stockholders, in managing corporate affairs; and they permit administration to establish strong security from hostile takeovers.

Unlike other states, Nevada permits a corporation's articles of incorporation to vest authority to adopt, amend or repeal bylaws exclusively with the board of directors, thus denying shareholders the quality to turn the bylaws.

Nevada has nominal yearly business fees, contentious sales and asset tax rates, minimal reporting and disclosure requirements, minimal requirements for capital, a minimal manager payroll tax rate - 0.7% of gross wages, with deductions for employer-paid health guarnatee - and no information-sharing agreement with the I.R.S.

Nevada, unlike many other states, allows one-person corporations.

Business litigation runs on a faster, more effective track than in other states because Nevada maintains a court principles for business. Moreover, officers and directors of Nevada corporations gain lawsuit security because they can be protected from personal liability for valid acts of the corporation.

Nevada corporations may purchase, hold, sell or transfer shares of their own stock, and may issue stock for capital, services, personal property, or real estate, including leases and options. The directors may decide the value of any of these transactions, and their decision is final.

The state's package of economic amelioration incentive programs includes:

o Sales and Use Tax Deferral Program
o Sales and Use Tax Abatement
o Modified business Tax Abatement
o asset Tax Abatement
o Train Employees Now (Ten)
o Renewable vigor Abatements

As a result, many major corporations are chartered in Nevada - particularly corporations whose headquarters are placed in California and other western states.

According to statistics from the Nevada Secretary of State, 300,000 companies are currently incorporated in Nevada, with new Nevada corporations showing a consistent uptrend over the past three years:

- all evidence of Nevada's growing popularity as a home for American corporations.

What's the Upside of Going Public?

o Raise capital. Going collective is often the best way for a flourishing business to raise capital. If your cash flow isn't generating the capital you need to grow your business, taking your business collective allows others who believe in your inherent to demonstrate their hold of your goals by tapping their wallets.

A collective offering of your company's stock can supervene in raising significantly more capital than a inexpressive placement because it may allow the offer and sale of securities to a broader group of inherent investors.

If a business needs to raise more capital later, it can always sell stock (equity) or issue bonds (debt securities). And, branch to the requirements of private lenders, publicly traded stock can be used as collateral to fetch loans.

Going collective in Nevada requires that only a cheap amount of the company's proprietary be put into play for collective investors.

Compare this to the proprietary stake venture capitalists typically require for their investments - sometimes upwards of 90%, not to mention their rigorous administration controls and required representation on the board of directors - and you see how large proprietary can be preserved via the Nevada state-registered offering process.

o create liquidity. To sell the stock of a inexpressive company, a stockholder must find other someone interested in owning the shares. This is especially difficult for citizen who hold minority stock positions.

However, by going public, a business creates a store for its stock in which buyers and sellers share and stock can be freely bought and sold. ordinarily speaking, stock in a collective business is much more liquid than stock in a inexpressive enterprise.

Liquidity is prominent and created primarily for the advantage of owners and investors, since they may be able to buy or sell the stock more effortlessly once the collective offering is completed.

Liquidity can also elevate the value of the corporation. Although a stock's liquidity depends on a variety of factors, including:

o Registration rights
o Lock-up agreement restrictions**
o holding periods

** Lock-up agreements prohibit business insiders - including employees, their friends and family, and venture capitalists - from selling their shares for a set duration of time without the underwriter's permission. While the underwriter can select to end a lock-up duration early - whether because of store conditions, the performance of the offering, or other factors - lock-ups ordinarily last for 180 days after the offering's registration statement becomes effective.

A collective business has a greater chance to sell stock to investors than a inexpressive one.

o improve compensation. collective companies can use their stock and stock option plans to attract and hold talented employees and key personnel - a bonus which is more desirable if the stock has a collective market.

A stock plan for all employees not only demonstrates corporate goodwill by allowing them to become part owners, it can also motivate increased productivity, morale and loyalty by connecting the employees' financial future to the company's success.

Well-motivated employees create more effective and effective operations, which may translate into higher corporate earnings. These, in turn, potentially, boost share price.

Higher earnings also attract investors because they lower the price-earnings (P/E) ratio. Investors may buy your stock, which may growth in price under the economic laws of provide and demand, raising it to a new point of equilibrium.

A higher stock price may mean a higher net worth for you and for your company's investors.

o Gain prestige, credibility and visibility. Status as a collective business is more prestigious than that of a inexpressive company. Don't just think of this as ego strokes; there are tangible benefits to you and your business in being a collective company.

Ownership of stock in a collective business may help the principals to eliminate personal guarantees made to lenders on profit of the company.

Often, because of the greater transparency and increased credibility of collective companies, lenders, vendors and suppliers are more apt to do business with them.

A collective stock offering enhances a company's reputation by conveying a perception of stability - a beneficial tool in recruiting key employees, as well as in marketing products and services.

Sharing proprietary with the collective enhances the company's recognition and reputation, and increases its business opportunities through the heightened visibility it gains as a supervene of having its stock trading in the collective markets.

Public status can be leveraged when marketing goods and services. Often, a company's suppliers and consumers become shareholders, which may encourage continued or even increased business, and thus offer an advantage over a inexpressive enterprise.

Lenders and suppliers may realize the collective business as a safer credit risk, improving its opportunities for suitable financing terms.

Public firms tend to have higher profiles than inexpressive ones. Therefore, a collective offering can create publicity that is helpful when marketing your company. This is especially prominent in industries where success requires customers and suppliers to make long-term commitments - as is the case in the software industry.

Public companies are more likely to receive media attention than are inexpressive ones. A strong ad campaign, coupled with media initiatives, has the inherent to growth sales and revenue, new business amelioration and strategic alliances. In other words, a flourishing collective offering can get your story out to the world, and attract the attention of inherent customers, partners or merger candidates.

Let us not forget the ego strokes. The amount of collective companies is only a small fraction of the plethora of inexpressive firms, so being the Ceo of a collective business vaults you into an elite class of executives. The networking opportunities this connection creates can pay great collective and economic dividends.

o improve opportunities for mergers, acquisitions. Once a business is collective and the store for its stock established, the stock can be determined as primary as cash when acquiring other businesses.

A flourishing Ipo can have a dramatic supervene on a company's profile, as well as its perceived competitiveness and stability. These perceptions can lead to vast business relationships and added consumer confidence.

Value assessments of inexpressive companies often reflect illiquidity, which depresses their valuations; but a flourishing collective offering may growth a company's valuation. This, in turn, may lead to a variety of opportunities for mergers and acquisitions.

A collective business is best able to capitalize on those opportunities via a return to the collective markets for other offering. With this added quality to raise more capital, a collective business has a best chance to finance a cash acquisition.

A collective business also has the advantage of using the market's valuation when exchanging stock in an acquisition. Legal disclosure requirements offer merger candidates the guarnatee of shareholder scrutiny and correct reporting of the financial health and solvency of the collective company. Moreover, using stock to fetch other business can be simpler and less high-priced than other methods.

o Build an exit strategy. One of the key benefits of a collective offering is that the company's stock may at last become liquid, offering rewards and financial freedom, as well as an exit strategy for the founders, employees and investors.

When the time is right for you, you may distribute some of your shares in your business to your heirs, protect your assets using superior strategies ready only to owners of inexpressive and collective companies, and plan for your retirement. Do plan to take advantage of Nevada's asset security laws, which are some of the best in the country. (For details, see our white paper "Asset Protection.")

o growth personal wealth. There's a psychological sense of financial success that results from bringing your business public, but the personal benefits are even more tangible. Going collective makes you rich - at least on paper.

Take one example. Founded in 2000 with the owner working out of his home, a small S corporation became a C corporation, was capitalized at roughly ,000 and generated revenues of ,000 for the first year of operations, 1,000 for the second.

The owner then decided to seek supplementary capital for his business.

"For years I had watched companies with publicly traded stock, especially the small ones," he said. "Some of them were smaller than my business and yet were listed on the Otcbb." So he thought, "Why not my company?" even though he didn't know a thing about a state-registered offering at the time."

Working with a knowledgeable, experienced, Nevada-based consulting firm, the owner filed for a self-distributed sale of securities via a Registration-by-Qualification in the state of Nevada.

He began the process in March 2001, took six months to complete all the paperwork, and complete the offering in March 2002.

"It's not hard," he said. "It just takes some time to prepare, and you need to work with citizen who know what they're doing."

According to the owner, his offering raised 5,000 from sales of unrestricted coarse stock at Body.10 per share. This brought his company's paid-in capital to just under 0,000.

With hard work and the boost gained from its collective status, his company's 2002 revenues jumped to 9,000. By 2004, the company's year-end revenues had reached roughly 0,000, agreeing to the owner.

"We had good growth, definite cash flow, visibility and networking opportunities that translated into the kind of sales we'd never have gotten if we hadn't gone public," he said.

"People who invested with me had a chance to make money - doubling and tripling their investments within a relatively short duration of time," he added. "As for me, personally, it was a wealth constructor - a good, wealth-building mechanism that also benefited my house and children."

And the Downside of Going Public?

o Need to share profits. If your firm is a very flourishing venture, future success (and profit) has to be shared with outsiders. After the typical original Ipo, for example, about 40% of the business remains with insiders, but this can vary from 1% to 88%, with 20% to 60% falling within the "comfortably normal" range. (A Registration-by-Qualification, however, virtually eliminates this drawback.)

o Loss of confidentiality. A major presuppose firms resist going collective is the loss of confidentiality in business operations and policies. For instance, some businesses could be destroyed if they were to disclose their technologies or profitability to competitors.

Public companies must also disclose names and business addresses of officers and directors, along with primary other data about the corporation and its operations.

o Reporting and fiduciary responsibilities. collective companies must continuously file reports with the Sec. They must comply with definite state securities laws ("blue sky" laws), plus guidelines of Finra (Financial business Regulatory Authority, at one time known as Nasd). These disclosures cost money and provide facts to competitors.

o inherent Loss of control. Outsiders are often in a position to take operate of corporate administration and might even fire the entrepreneur/company founder. While there are effective anti-takeover measures (especially as allowed in Nevada), investors are unwilling to pay a high price for a business in which poor administration cannot be replaced. (Again, with the Nevada Ipo Alternative for Smes, there need be no loss of control.)

o Ipo expenses. An first collective offering is a high-priced undertaking. A typical firm may spend 15% to 25% of the money raised on direct expenses. Even more resources are spent indirectly in terms of, for example, administration time and disruption of business.

With a flourishing capital campaign, these expenses are paid out of new capital received. However, if your campaign goals are not met, you may not raise sufficient capital to cover the costs of doing the Ipo. In that case, the shortfall comes out of your pocket.

o Increased liability. The company, its administration and other participants may be branch to liability for false or misleading statements and omissions in the registration documents or in the reports filed by the business after it becomes public.

In addition, administration may be branch to lawsuits by the stockholders for breaches of fiduciary duty, self-dealing and other claims, whether true or not.
However, here, too, Nevada does a good job of holding these vulnerabilities to a minimum.

o The challenge. Selling your own stock to family, friends and business company is a challenge. You will need a amount of independent investors willing to purchase your shares and a store maker (see below) willing to accept your stock.

Why Should I think the Nevada Ipo Alternative for Smes?

The Nevada Ipo Alternative for Smes extends the upside of going collective and minimizes - in some cases negates - the downside.

It allows your business to coming prospective investors (including customers) by means of:

o Cold-calling
o Newspaper advertisement
o Direct mail
o Radio
o Internet radio/podcasting
o Seminars

Although most states allow state-registered offerings, they impose so many restrictions that small businesses find the process impractical to pursue.

Nevada, however, has a easy process known as "registration by qualification" that is quite kindly to business, especially small business.

Some of the most prominent features of a registration by qualification in Nevada are:

o You can sell securities to an unlimited amount of both accredited and unaccredited investors, so long as purchasers are whether Nevada residents or definite superior visitors from out of state.

o You can use general solicitation or advertising to store the securities, but you may only distribute prospectuses within Nevada (subject to inherent supplementary restrictions).

o You can use general solicitation or advertising to store the securities, but you may only distribute prospectuses within Nevada (subject to inherent supplementary restrictions). holding a discussion to sell your securities is allowed. And you may also hold the discussion at one of the hotels and sell the securities to visitors who did not come to Nevada to purchase securities. This is a wide-open possibility for stock distribution.

o When the offering has been complete and the securities (normally coarse stock) have been issued and rest in the hands of an investor, they are determined to be "free trading."

o Free-trading stock status allows the business to apply for quotation on a medium such as the Over the Counter Bulletin Board (Otcbb - see later explanation of this venue).

o You may hire what is called a Series 63 agent and pay him a commission to raise up to million within the state,.

o You may also raise the funds on your own by marketing the stock to your database or the general public.

o The possibility of becoming collective in half the time of any other type of self-distribution schedule with stock is increased by the use of Nevada's Rbq process, allowing for the distribution of free-trading stock and filing of Form 10 instead of other registration statements.

o This also allows you to file a 15c211 directly with the Otcbb compliancy Unit, and bypass corporate finance requirements.

How Does the Nevada Ipo Alternative for Smes Work?

Here are the basic steps involved in a Registration by Qualification and getting to traded status, but it's best to commission superior consultants or advisors to help you through the process.

1. Form a Nevada corporation. Registration by Qualification is only ready to corporations that can issue stock - not to partnerships nor Llcs. The process is also not ready to entities incorporated under Subchapter S ("S-Corps"), but only to those incorporated under Subchapter C ("C-Corps"). It is, however, ready to one-person corporations.

Offerings are branch to the laws of not only the state in which the offering is made, but also the state in which the business is incorporated. So, while firms incorporated in other states can also do a Registration-by-Qualification in Nevada, being incorporated in Nevada makes the process cost-effective and business-friendly because of its corporate laws.

For instance, most states do not permit two of the most prominent advantages of state-registered offerings:

o Allowing general advertising and solicitation.
o Allowing disclosure to be the basis for clearing the state-registered offering.

But Nevada does. In fact, Nevada is one of the few states that allow companies to take advantage of these benefits without imposing restrictions that would make the placement impractical. However, all registered offerings in the state are branch to clearance by the Securities division of Nevada.

2. Prepare prospectus and audit. The prospectus is a complete overview of the company, its business model, competitors, management, history, and risks, along with a overview of the offering and capitalization of the business following the issuance of shares.

Audited financial statements, together with a legal opinion, must also be submitted to the state. During its narrate process, the state will often provide annotation letters, which ask questions or point out elements of the prospectus that need to be clarified or explained in more detail.

This process can take months; however, the timing is largely within your control. It depends, in primary part, on your quality to instantly acknowledge with the requested information.

3. escort the offering. The offering circular and other required documents must be filed with the state, and specified fees paid. After the documents have been cleared by the state, the small business issuer may then go out to the general Nevada collective and make its securities offering.

Each business has a minimum and a maximum offering amount. All funds are held in escrow until the minimum is reached; if the minimum is not reached, then funds are returned to investors. Once the maximum is reached, there can be no supplementary security sales for six months from the data of offering close, if it is the same type of offering. This is normally not what happens. For instance, this kind of offering falls under 504 registration rules, and once you became collective you would normally not do other 504 During the life of the company. Development-stage companies are branch to supplementary restrictions.

While there are restrictions on how the offering can be advertised, ordinarily speaking, any Nevada resident can buy shares.

However, only an officer or director of the company, a Series 63-licensed Agent of the Issuer, or a Finra-licensed broker/dealer can represent your offering and sell securities in your behalf.

To qualify as an Agent of the Issuer, an private must pass Nevada's licensed security Series 63 or 66 examination, complete and file its Form U-4 (Uniform Application for Securities business Registration or Transfer), and pay a filing fee determined by state regulations, currently 0. The establishment for this license takes eight hours of on-line study, and the exam is a one-hour test. Most applicants pass on the first try.

Licensed agents and broker/dealers may fee a commission of up to 10% on each stock sale; officers and directors of the business may not receive a commission.

4. complete the paperwork. Once the offering is complete and funds have been released to the issuing company, the business must instantly sign all executed stock subscription agreements, returning a copy to each investor.

A stock certificate, with a Cusip number, must also be in case,granted to the investor. A Cusip amount is an business code that uniquely identifies stocks and bonds and appears on the face of publicly traded securities. The Committee on Uniform Securities Identification Procedures oversees the entire system, which is used in Canada and the U.S. These identifiers are used to record all stock buy and sell orders.

Typically, some supplementary forms and paperwork must also be completed and filed.

It is prominent to find a reputable stock transfer agent who is experienced at working with small, publicly traded companies to avoid problems on stock issuance to shareholders, and assure that your offering close goes as cleanly and smoothly as possible. Nevada has any stock transfer division companies with exquisite reputations.

5. become a listed company. When the offering has been completed and the business has approved the subscription agreements, you will want to become a fully reporting business with the Sec by the filing of a Form 10-Sb, and finding a store maker to sponsor your business for trade on the Otcbb (see below). You will go effective with in 60 days of filing the 10Sb or Form 10; however, your business will not be approved for trading until you clear the comments issued by the Sec.

Before being cleared to sell their securities and again after the offering has closed, they must file what is known as a "Form D" with the Sec. Form D is naturally a brief notice that includes the names and addresses of the company's officers, directors and shareholders, but contains limited other facts about the company.
The Otc Bulletin Board is a regulated stock quotation service in the U.S., managed by Finra, for stocks that are not listed on one of the major U.S. Exchanges. It displays real-time quotes, last-sale prices, and volume facts in over-the-counter (Otc) equity securities that do not meet the store capitalization, ownership, or other requirements of major stock exchanges - or for companies that select not to have their shares listed on such exchanges. You can go to http://www.otcbb.com to learn more about this regulated stock market.

With new rules in place, the Otc Bulletin Board today is home only to fully reporting companies.
Your business must fetch a store maker or dealer to sponsor it for trade on the Otcbb, The store maker files with Finra a "Form15c2-11," which provides all the filings and disclosures that will allow a reporting collective company's securities to be quoted on the Otcbb.

6. The brass ring. Once your business has its ticker sticker and is quoted - possibly even trading - on the Otcbb, your shareholders will have a inherent store for the shares they purchased in the state-registered direct collective offering.

Remember, now that you are a fully reporting company, you are branch to all of the Sec filing requirements, including, but not limited to:

o yearly record (Form 10-K)
o yearly audit by an independent accounting firm
o quarterly reports (Form 10-Q) and accounting reviews
o Disclosure of material events (Form 8-K)
o Section 16 filings for officers and directors disclosing stock proprietary in the business (Forms 3, 4, 13D, 13G).

Closing Thoughts

The Nevada Affordable Ipo Alternative for Smes fills the demanding gap in capital-raising between a friends-and-family inexpressive offering and a lengthy, expensive, full-blown, original Ipo.

By development the process available, Nevada has created this steppingstone to help small businesses reach the national collective capital markets. It allows you to work through the issues on a smaller, more manageable scale first, and can provide the capital needed for the remainder of the journey.

The list of benefits - for incorporating in Nevada ... For raising capital for your business ... And for getting to a trading platform via the Nevada Affordable Ipo Alternative for Smes - is long and varied:

o Pro-business securities laws
o suitable corporate tax laws
o No corporate taxes
o Pro-active definite regulations for small businesses
o ... And more

On the other hand, the list of inherent objections, while not to be taken lightly, is comparatively short.

Obviously it takes time to value such an prominent decision - time and information. Although this white paper is a good start, if you're seriously interested you might want to taste an experienced, knowledgeable and reputable advisor who can advise you in depth and guide you through your next steps, whatever they might be.