Me first, me first!

Let's take a look at Cleveland, Ohio, shall we? We live about 8 miles from the city, close enough to look down from a small hill and see the spire of the Terminal Tower. You'd never think this was the case, but there's about 40% unemployment down there.

Ah yes, we see the jaws dropping. We CAN'T be talking about CLEVELAND, can we?? "Bite your tongues, Paula and Paul, this can't be TRUE! Cleveland Ohio? The mistake on the lake??" :-)

40% unemployment, and yet it's encouraging to see that while the economy is rosier at least for us, and for our business, we're wondering something, and maybe we'll get some feedback on this.

If things were so GOOD for us in the beginning of 2000, before the whole mess we're in now, would we honestly see anything wrong with what is going on now? There is a mindset that people have adopted lately in this country, and it was so prevelant in the 1980s.

It's now every man (or woman) for him(her)self. Nothing personal, boys and girls, it's just time to jump off the ship with whatever you can take and sink or swim. Back to the jungle, as it were.

Yes, the "me first" mentality is back and it's stronger than ever. These are the people in society who apparently never plan to have children. :-) The whole idea of leaving behind a dirty, polluted earth for generations doesn't concern them. The thought that they could leave this world with a sodden, unbalanced and shaking structure of a country in their wake doesn't faze them. And this is further amazing when you realize the people saying all this now, are judiciously aiming towards the religious right.

Yeah, we seem to remember something in the Bible about God saying, "Oh, you can leave my world a bloody mess, no problem! Just make sure to keep those homos single!"

Hilarious, isn't it?

ANYWAY on to business... and sorry for the political rhetoric. :-)

We're working on a new business plan, but we've decided not to charge for it because we're that nice. :-) Besides, it's a great investment worth about $10 million (and frankly 2.5% of that as our fees sounds pretty sweet). We are not allowed to disclose anything so we keep a pretty tight lid on our prospects. But we're really enjoying this new-found business practice! We're learning so much more about organization, market control, analysis, and we are kicking at it. :)

We do however have a bone to pick with allbusiness.com. They charged us $25.00 for a table of contents to do a private placement memorandum. Yes, a table of contents. And the way it turned out, the sample they had online was almost totally complete, except for EIGHT WORDS. So we essentially paid $25.00 for 8 words. :P Soooooo... we decided to put a stop to THAT internet scheme once and for all. If you're interested in writing a private placement memo, talk to us first. A PPM is pretty much a business plan, but is more condensed and is usually reserved for businesses involving themselves in issuing stock.

Oh, and just in case you wanted to know what the contents are of a typical private placement memo, viola! Take a look! :-)

1. Securities Legends -- These are helpful little legal sentences that basically say that you are complying with proper rules and regulations set for by the Securities Act of 1933. You can find out more info on this from Hoover, or any legal consort to the SEC.

3. Suitability Standards for Investors -- What's it worth to the person funding you?

4. Summary Offering -- This is the basis for your PPM, what are you offering, price, how many, yadda yadda.

5. Risk Factors -- Well, you should tell your investors what the risk is, and what factors can determine the outcomes.

6. Capitalization -- What is your capital in the company?

7. Use of Proceeds -- if investors fund you, how will you spend the proceeds from the issue of stock?

8. Dilution -- A reduction in earnings per share of common stock that occurs through the issuance of additional shares or the conversion of convertible securities. That's the definition of it. :) Simply put, you're telling the investors should you offer more stock or convert stock, earnings per share go down. Duh. Most stocks do. :-)

9. Plan of Distribution -- Who's getting your stock? And how much?

10. Financial Data -- All those cool numbers that make you wish you aced Accounting

11. Analysis of Financial Condition and Results of Operation -- This is explaining how good your business is going financially, if there are any operation problems to solve, etc.

12. The Business Summary -- This is like the executive summary in a normal business proposal.

13. Management and Compensation -- Who helps manage your company, and how do you pay them? And are you a cheapskate? :)

14. Transactions -- financial transactions between the company and its shareholders, officers, directors or affiliates

15. Principal Shareholders -- Who owns the most of the stock when it's all said and done.

16. Terms for Securities -- Legal matter that indicates everything to do with keeping, buying, selling, and converting those stocks

17. Description of Stock -- What you're offering, but expanded to encompass all sorts of questions your investors might have.

18. Tax -- What your stocks are going to feed to the IRS.

19. Legal -- The lawyers get involved!

20. Documents for Inspection -- Anything available to investors that back up everything you said in the PPM. :-)

22. Financial Statements -- Your company's money flow

23. Projections -- What do you think is going to happen to your company in the future? Good, bad, it doesn't matter. And make sure you add assumptions to back up those projections.

24. Exhibits -- Just anything concrete you think people would like to see that fully illustrate your PPM.

Okay class dismissed for now! :-) See you soon!

Paula and Paul