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BizFin Micro Cap Newsletter
Deals - Capital - Information
March 2008 - Vol 2 Issue 3
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Welcome to our newsletter. As always, we have new, interesting, and useful information for you which we have gathered since our last newsletter. We appreciate your faithful patronage and hope that the information will make you become a more informed, successful, and profitable entrepreneur.

Anything you may read in this newsletter is not meant to be legal advise. You should contact an experienced business or securities attorney before acting upon any information herein.

Thank you for your patronage

Bob Koveleskie, President

"Success is not the result of spontaneous combustion.You must set yourself on fire." Reggie Leach

NOTE--We get many deals to evaluate and process at Bizfin. So, if you email us or call us and we don't reply promptly, it may be that your email has been mistakenly rejected by our strict Spam software. or there are other deals in front of yours. We eventually look at all deals that are emailed to us. So, please email us a reminder or call us again. Your deal is important to us. You can help us by always including your telephone number. And please keep in touch.

 



Public Without an IPO

 

 
By David T. Shaheen, Esq. - Partner, Burk & Reedy, LLP
 
I've received numerous inquiries and had many discussions regarding which way is the best way to become a public company. As the title to this latest article plainly suggests, there are indeed many considerations - more than can be covered in one article. This first article is a step though and will be followed by additional articles building on the information here.  

Bucking the IPO System-
When I first expanded my securities practice years ago to include reverse mergers and shell company transactions, I occasionally encountered skepticism from entrepreneurs and their lawyers from time to time regarding various alternative methods that allowed a company to become public without the traditional Initial Public Offering filing with the SEC (I'll refer to these various methods and other going public strategies that don't rely on an IPO as "IPO Alternatives"). Even straightforward self-filings using an experienced securities attorney were considered out of the mainstream. This occasional skepticism and overly cautious view of IPO Alternatives was a result of several factors.
The information that we provide in this newsletter generally reflects the emails we get from subscribers. giving us a feel for the level and categories of corporate finance we should be reporting on to help our subscribers become a more informed and profitable entrepreneur.

In this newsletter and future newsletters, our first topic is going to be an introduction to a financial tool and a link to a deeper explanation of it, and how it can be used in your business. We will begin with Letter of Credit (LOC).
 
What is a Letter of Credit? A letter of credit is a document usually issued by a bank authorizing the recipient of the letter (you--the bank's customer) to be able draw down money up to a specified amount, in compliance with terms and conditions specified in the LOC, to assure a new supplier ("beneficiary" of the LOC) that it will receive payment for any goods it delivers to the you-- customer.

"An expert is someone who is one page ahead of you in the manual." David Knight~

 
Are you paying unecessary high fees to have your credit card business processed? Many businesses are.

In addition to our micro cap corporate finance services we are always on the look-out for tips on how our subscribers can save money operating their businesses.

HERE'S A TIP--Many of our subscribers do major business with credit cards without realizing they are throwing away thousands of dollars each year by not using credit card processors who offer big discounts.

We found KOR Strategy Group who is in the business of processing credit cards with a big discount. If you use credit cards in your business, without realizing it, you are probably used to paying higher processing fees than you have to. KOR Group will check it out for you. .

Also, if you refer a customer to KOR Strategy Group they will pay you a finder's fee plus ongoing residuals. One referral could bring you in a steady monthly income

"There is not enough darkness in all the world to put out the light of even one small candle of truth." unknown~
We are in contact with an investor who, in exchange for stock, will pay the front cost on a credible IPO. If you have a deal, email cogent details to capital@bizfin.com.

"An entrepreneur is someone who jumps off a cliff and builds wings on the way down." Unknown
A small hedge fund is seeking a partner to bring in additional capital in return for an equity position in the management company. Please email capital@bizfin.com for more information.

What is a hedge fund?

It's a private, unregulated investment fund usually requiring a minimum investment of one million dollars. The fund invests in risky investments in an attempt to get higher returns. It uses derivatives to hedge underlying stocks or invests directionally in options or stocks with no hedge. Hedge funds are not for the faint-of-heart.

 
DISTRESSED MANUFACTURING COMPANIES WANTED
Fund managers looking to acquire: distressed operating manufacturing companies with revenues of $40M - 500M) Contact Bob Koveleskie capital@bizfin.com

 
STRUCTURED LOANS
We have a new source that will do creative structured asset loans. $3M - $100M

 
ASSET LENDING
Merger & Acquisition Capital Bridge Loan Growth Capital Recapitalization Refinancing Working Capital Turnarounds Restructuring DIP Financing Purchase Order Finance

Please call Bob Koveleskie 724-836-6827 or email details to capital@bizfin.com

"My life is my message." ~Mahatma Ghandi~
We have a new source of capital available for public companies. Please email Bob Koveleskie the stock symbol of your company and some essential details on your situation. capital@bizfin.com

 
"To be a useful component of society, we need to be active in promoting good causes, skillfully oppose that which contravenes goodness, and enlighten when we feel we are not understood." R~
Hard dollars
Used in the context of general equities. Actual, separate payments made by a customer for services including research, provided by a brokerage firm.

Soft dollars
The value of research services that brokerage houses supply to investment managers free of charge in exchange for the investment managers business commissions.
 
Odd lot
A trading order for less than 100 shares of stock. Compare round lot.

Odd lot dealer
A broker who combines odd lots of securities from multiple buy or sell orders into round lots and executes transactions in those round lots.

Recourse
Term describing a type of loan. If a loan is with recourse, the lender has a general claim against the parent company if the collateral is insufficient to repay the debt.

Wash sale
Used in the context of general equities. Purchase and sale of a security either simultaneously or within a short period of time, often done with the intention of recognizing a tax loss without altering ones position. See: tax selling.

Federal funds rate
This is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans. The Fed Funds rate, as it is called, often points to the direction of U.S. interest rates. Mainly applies to convertible securities. The most sensitive indicator of the direction of interest rates, since it is set daily by the market, unlike the prime rate and the discount rate.

 
"The second mouse gets the cheese." Darcy
If you want to increase your chances of being funded, we have a source who may be able to help. The source has assets available for public companies, private companies that are going public, and real estate development companies. These assets can improve your company's net worth to help you secure financing via an IPO, secondary offering, merger, acquisition, supplier credit, etc., and can improve the overall media market awareness of your company. Please email your interest to Bob Koveleskie at capital@bizfin.com

 
"Happy is the man who early learns the wide chasm that lies between his wishes and his powers." Goeth~
Information on 150 stocks, including exchange-listed closed end funds [CEFs], that pay their dividends monthly. Many income investors are looking for monthly payers to support their income during retirement. Some investors want monthly dividend stocks for their IRAs for faster compounding.

Consult with a competent investment advisor before investing in any stock and don't invest more than you can lose.

 
Be wise in choosing who you are because you will have yourself as a partner for life. R~
Private loans against your public traded securities. Get financing for your company or yourself through loans against restricted 144 securities, free trading shares, and vested options.

Within five business days we can usually arrange non- recourse, no margin call stock loans for 30% to 80% of the market value of you stock.

 
"Not forgiving is like taking poison and expecting the other person to die." unknown~
Want fast, convenient, affordable 100% financing? Need to finance your selected new or used equipment? Or computers? Or Software? Trucks, trailers? Want to refinance any equipment, land or building for a Working Capital loan? You can finance virtually anything your business needs. BizFin and Amerisource Funding makes it easy.

 
"There is not enough darkness in all the world to put out the light of even one small candle of truth." unknown~
Financing wanted for an organic farm An experienced and credible company in the State of Washington wishes to talk to a Broker-Dealer, Hedge Fund, or other single capital source to underwrite $8.2 million to acquire assets and operations and launch a vertically-integrated, organic farm to grow and process organic tomatoes In addition to the $8.2 million, government money that is available for certain agriculture projects like this will be applied for. The operation will be poised to utilize sustainable organic production methodologies, combined with advanced and processing technologies, to reap significant profit presented by the current trade conditions driving the United States' leading position in exports of tomatoes and the global demand for tomato products. The principals have solid business and farm management experience and a wealth of knowledge, as well as passion, for transforming an existing farm operations into a key producer of high quality organic products for domestic and foreign consumption, as well as an international participant in the tomato industry. A business plan is available. For details please email capital@bizfin.com .

 
"The hand that is open to give is the hand that is open to receive." Author unknown~
A very well-established and profitable IT services firm offering high level system support and integration services to government contractors and the Intelligence Community. Over its history, the firm's unrelenting commitment to a quality deliverable has earned it a reputation for reliable, scalable, cost effective and secure service of the highest technological caliber. A strong history of growth is evidenced by a Compound Annual Growth Rate of 83% between 1999 and 2006 - the year the Company passed the $5 MM revenue mark. In fiscal 2007, the Company posted EBITDA of $560k on revenues of $5.89 MM, which represents year-over-year sales growth of 13.79%. Generally serves as a subcontractor to a client base consisting of the largest government prime contractors. Engages in long-term contracts that provide recurring revenue, with an average contract generating annual revenues ranging from $500k to $5 MM over a five year term. Services incorporate database, network, systems and security engineering and integration, systems administration, software development and test engineering. A veteran team includes 22 engineers and 11 contractors with extensive experience in both software development and the intelligence community. 90% of employees are at the TS/SCI level and many possess full-scope polygraph certifications. Infrastructure is in place for transition, including a highly experienced management and business development team. Contact bob Koveleskie at capital@bizfin.com or call 724-836-6827 for more.

 
"Unchecked police power has no exception for victim of any stature or walk of life." Unknown~
For $14.95, this book is a must-read for every entrepreneur interested in investing time or money in socially responsible projects. You can buy it at any Barnes & Noble books store. Or click on the link below.
 

 


""The test of progress is not whether we add more to the abundance of those who have much; it is whether we provide enough for those who have little." Franklin D. Roosevelt, 1937
Do you need help maintaining your website but can't afford the high cost of having it done? If so, I can help. I develop and maintain websites working from my home and can provide great pricing on hosting and domains through a national provider. References available. Please email me at info@OhSayCanYouWeb.com to get a price quote.

"If your experiences have been that you don't succeed on the first try, don't skydive." Unknown
GREEN HVAC SYSTEMS Go Green Development Consortium, Inc. (GGDC) is poised to become a leader for the use of Geo- Exchange (Geothermal) heating and cooling systems through its extensive network of Realtors, Builders and Developers. This energy saving and environmentally friendly concept brings huge savings to the building industry. It relates to greater home sales for builders as their home buyers can expect to save up to 70% on there utility bills. Federal and State Tax credits and incentives are also available to both the builder and home owner. We have established an Association with Energy Star Partners and we have added several revenue producing Green products and concepts for introduction to residential and commercial contractors.

The need is now. With the high cost of energy and the desire by everyone to fight Global Warming the timing for GGDC could not be better. With our strategic alliances world wide we have the ability to be #1. The retiring baby boomer now can afford a sustainable lifestyle.

Please email capital@bizfin.com to get contact information of principals at Go Green Development Consortium, Inc.

 

 
GREEN HOMES COMPANY NEEDS FINANCING for experienced home builder to build a plant to manufacture Green manufactured homes for the high demand from Katrina fall-out and otherwise national interest for Green homes. Government financing is available to augment private or commercial financing. Contact Bob Koveleskie at capital@bizfin.com or call 724-836-6827 for more.

"I'd rather be hated for who I am than loved for who I'm not." Kurt Cobain~
In addition to providing a shell, we also provide complete back-up services to take a company public. We provide structuring of your deal to make it attractive to the investment community and to help the current owners retain the maximum percentage of their company through fundraising and/or acquisition stages. We put together the "team" of professionals that will be working for your company on the "public corporation" side of things. Our attorneys provide all the legal work to do the 15c211 filing to get the company listed (included in the price of the shell). We provide Market Maker introductions, Investment Banker introductions and Investor Relation Firm introductions as needed. We will do as "little" or as "much" as you would like us to do to assist you.

"I was a happier person when I was younger and naive." R~ .
We have a source that provides private equity and debt financing for publicly traded companies. It can fund $1 million to $20 million if the company trades at least $25,000.00 per day. It also will loan on or purchase restricted stock from officers, directors and shareholders of public companies who are seeking to raise capital. Please contact capital@bizfin for more funding requirements.

"When your heart speaks, take good notes." Judith Campbell
I want to express to you my congratulations for your initiative to develop an important website like this. It will be very important in the promotion of investment opportunities. Sincerely, F. O. The Peruvian Network for the Identification and Promotion of Investment Opportunities, (Government connected Agency)

"You have to have a sense of who you are and what you believe, and that provides the context for your day-to-day actions." Dr. Nancy L. Zimpher, president, University of Cincinnati ~
Emerging growth companies seeking venture capital or institutional investor.<br>

Hydrabrush : A seven year old health care technology company that has developed and is marketing a revolutionary electric toothbrush judged by two dental schools as superior to the primary prevailing brands, Sonicare & Oral B. Management is seeking $5 million of equity to support a national infomercial marketing campaign.

Transworld Energy: A Houston based energy technology company that has developed advanced seismic technology and services for the enhanced discovery of oil. Management is seeking million of institutional equity for expansion. This is a direct investment play on the expanding demand for oil & gas discovery.

Reef Exploration: A 20 year old successful oil & gas operator seeks institution with $80 million for West Texas water flood developmental oil project with tax benefits, cash flow and an exit within 60 months.

Please contact capital@bizfin.com for more information on these companies.

"The only true profit we have in this world is the kindness we have shown to others and what we have left behind for the gentrification of mankind." R~
Refer Deals to Bizfin and get paid. We share fees with you. We have the sources for deals. Please email us if you have interest after reading our referral agreement.

"If you want to make enemies, try to change something." Woodrow Wilson~
We have credible principals looking for a private company wanting to do a reverse merger into a clean Shell. The company must have at least the following qualifications:$1 million net income $5 million stockholders' equity Growing organically by 20-30% Experienced and credible management team capital@bizfin.com

"Deal with the faults of others as gently as with your own." Chinese proverb~
Westmoore was founded in 2002 to build client wealth through a combination of non-traditional private placement investments with diverse opportunities. Through a number of funds, Westmoore lends money to small businesses and individuals for personal non- consumer loans utilizing asset-based lending as a means of securing loans. Westmoore specializes in arranging aggressive short- term business and personal non-consumer loans typically from 3 to 12 months, unless repaid earlier or renewed. Businesses can borrow money from Westmoore's funds using the liquid,
http://www.westmooreinc.com/

"If you want to predict the future, design it." Author unknown~
Solar energy companies wanted:

We have a funding prospect looking for solar energy, wind energy, green buildings or load management companies with outstanding potential for growth, good management team with integrity and experience. Please email capital@bizfin.com with details.

"Perhaps the only purpose of your life is for you to be an example for others to be like you. Live it well." Unknown~
Have your business plan done at a very low cost by the best and largest provider of business and marketing plans in the US who has helped thousands of clients fund millions of dollars using professionally written plans. Email us for a price at capital@bizfin.com.

"Get up. Look up. And never give up." Michael Irvin. Dallas Cowboy hall-of-famer
Business owners need valuations for many reasons- a divorce distribution, shareholder actions, financial and tax planning, estate and gift tax calculations and mergers and acquisitions (M&A), for example. Although companies that merge with or buy another business hope to make more money as a couple than each would have alone, useful M&A business valuations depend on more than just finding your client a price. M&A differs from the other reasons for valuations in that an actual arm's-length negotiation (not just a written report) takes place. This article describes differences between merging and acquiring for CPAs advising a client that will buy or merge with another business.

"As I grow older, I pay less attention to what men say. I just watch what they do." Andrew Carnegie ~
FREE SUBSCRIPTION Wall Street & Technology, a monthly, business-to-business magazine focusing on information technology for the securities and investment markets. Wall Street & Technology helps Wall Street firms improve their competitive edge by reporting on the latest applications in hi-tech finance. Topics range from capital markets to e-commerce and everything in-between.
http://totallyfreestuff.tradepub.com/free/w st

"Unchecked police power has no exception for victim of any stature or walk of life." Author unknown~
How to Buy a Good Business at a Great Price Over 400 pages of proven strategies covering the entire buying process. Learn 100s of expert tips, strategies & techniques to help you find & buy the right business.

How much do you know about buying a good business? Take the test and find out.

"The important thing is never to stop questioning." Albert Einstein~
YOUR EMAIL ADDRESS
Capitalizing the first letter of your email address, for example: John@aol.com is ok. email addresses are not case sensitive.

 
TELEPHONE ETIQUETTE
1.Speak slowly and distinctly. 2.State your name clearly. 3.Briefly say why you are calling. 4.Give your telephone # twice, clearly.

 
HOW YOU ARE PERCEIVED?
How you are perceived is important to how seriously your message, request, or point of view will be taken. A primary example is making just a little effort by hitting the shift key to capitalize the start of your sentences. Doing so can make all the difference as to whether you will be perceived as someone who is a true professional

."There is not enough darkness in all the world to put out the light of even one small candle of truth." unknown~
Stock symbol: ISEC Price: $0.65

iSECUREtrac provides GPS & RF electronic monitoring solutions used to track offenders and to detect noncompliance. If an offender goes somewhere that's off-limits or isn't in a location at an appointed time, our system can automatically notify the appropriate authorities.

Bizfin is not an investment advisor. Consult with your investment advisor before buying this stock and don't invest more than you can afford to lose. Bizfin and family members have substantial positions in this stock and will not let you know if and when stock is sold.

"He who gives when he is asked has waited too long." Sunshine Magazine
Be sure to see our listings. Micro cap corporate services and sources advertised on the Bizfin website:

"Success is not the result of spontaneous combustion. You must set yourself on fire." Reggie Leach

Thank you for your patronage. Have a good month and keep in mind that Life is short and precious. Don't waste a moment of it. Use your time and energy to do even better things than you have done. Continue living to help others to the fullest and being the best person you can be.

Bob Koveleskie President

BizFin Micro Cap Corporate Finance
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