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Global Financial Ventures Limited
International Finance Specialists

Capital Expansion for Private Companies Via Listing in USA/UK/Germany/Canada/Australia

We have various programs to assist private companies in need for funding.

Our strategy for companies, also enables client companies to achieve their business objectives as well.  Additionally, the strategy can also provide a potential exit strategy for existing shareholders, and most importantly maximize shareholder value.

Other benefits can also include:

· The ability to have access to capital as a public company to support growth, product development, acquisitions, marketing and additional working capital needs.

· As a public company, having a high profile in the financial community, which can benefit the company’s business posture and credibility.

· Maximizing the net worth of shareholders, as publicly-traded companies typically have a higher valuation than the same company as a private company.

· Providing an exit strategy for shareholders, through the sale of their shares through the stock market.


The key steps of the strategy for client companies, which obviously can be tailored based on discussions with the company, consist of:

· Client companies raising through a private placement “accredited investor” offering from US$100,000 to $1,000,000 from at least 40 investors.   (While typically suggest pricing  this private placement offering at an estimated 25% to 33% of the valuation price per share, in the form of convertible preferred shares and common stock purchase warrants, with the warrants typically exercisable at around 150% of the valuation price per share.)  (See comments regarding valuation below.)

· The filing of a “resale” registration statement with the US Securities & Exchange Commission (“SEC”), registering for resale the shares sold to the private placement group.

· Once the registration statement is declared effective, and upon approval by FINRA (the “Financial Industry Regulatory Authority”) in the US, the shares will commence trading on the OTC Bulletin Board. (When the company meets the listing requirements for NASDAQ, a listing on NASDAQ could be applied for.)

· A financial marketing/investor relations/media relations program including a road show to key cities throughout the U.S. will be initiated with the objective of introducing the company as a public company to investors and the financial community in the US.

· Commencing approximately 90 days after the beginning of trading of the Company’s shares, the company could seek to raise additional capital from PIPE (“Private Investments in Public Equity”) investors, or other private equity investors.  Also, the exercise of the warrants can also potentially bring in additional capital to the company.

Regarding the time-line to become publicly-traded, we estimate 5 to 7 months, and this can vary depending on numerous factors including the amount of time necessary to raise the pre-listing private placement funds, which must be completed prior the registration statement being filed with the SEC,  regulatory issues, audit issues, “comment letters” and responses provided by and to the SEC.

We believe in an aggressive, but defensible valuation.  We work with company management to agree on an appropriate valuation that meets existing shareholders objectives, but also ensures that Wall Street and investors will find the company and its investment opportunity attractive.

Our role consists of becoming corporate finance advisors to the company, specifically and primarily designed to achieve the Company’s corporate finance objectives, specifically with the objective of the Company’s shares becoming publicly-traded.  These services also include:

· Determination of corporate finance strategy

· Working with the Company to determine an “aggressive, but defensible” valuation.

· Assistance in the selection of an auditing firm

· Assistance in the selection of securities counsel.

· Assistance in the editing and/or preparation of a corporate profile, business plan and PowerPoint presentation for the Company

· Assistance in coordinating with legal counsel, the auditor and other experts in the preparation and filing of a Registration Statement for the Company (or its successors) to be filed with the US Securities & Exchange Commission (“SEC”) and other regulatory filings for the Company’s shares to become publicly-traded

· Assistance in working with a broker-dealer for a 211 to be filed with FINRA (the Financial Industry Regulatory Authority) for the trading of the Company’s shares on the OTC Bulletin Board.

We’re basically seeking companies that:

- Have revenues in the US$20 million to $100 million range.

- Are cash flow positive and ideally profitable.

- Have a good positive growth trend of revenues and ideally profits.

- Are current on any bank or other debt obligations.

- Have sufficient cash flow from operations to support their operations  during the period of “going public,” which is approximately a nine-month period.

Once equity capital is available to them as a  public company, have a good potential “use of proceeds” from the equity financing that will result in the equity capital being used for positive purposes, e.g. growing sales, adding manufacturing, etc., and not the repayment of debt.

Have management that is interested in being public and willing to be cooperative and transparent regarding their operations.

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