Many Reverse Mergers have been successful when done properly that is why I never consent to doing one without providing the company with the possible problems that can arise and how to deal with them.

I also provide the client with the alternatives to Reverse Merger, such as Regulation D Offering, Direct Public Offering and private placement.

One way to make sure that the Reverse merger is going to work is to buy one hundred per cent of the shares owned by the shell owner, but this is not a guarantee because there could be shares unaccounted for.

Proper due diligence is a must, and you must be immune to smooth talking salesmen.An alternative to a Reverse Merger is a Direct Public Offering, DPO.

Direct Public Offerings are increasing in popularity since the shell prices are skyrocketing and companies are becoming aware of the problems associated with Reverse mergers.

And if a company is trying to obtain financing Direct Public Offerings are preferable to a venture capital investment, venture capital firms demand a large portion of the company and will not be passive investors.

Venture capital investors will be very involved with the company and will make demands that can be detrimental to the company’s success, they may not give you enough time to put your business plan in place.

An IPO is probably out of the question because you must convince an underwriter that your company is the next Microsoft, or you will have a difficult time getting someone to do the IPO for you.

An IPO is more expensive and time consuming and will take the decision making out of your hands place it in the underwriters hands.

A DPO is targeted to affinity groups such as employees, suppliers, distributors and customers. These groups usually are familiar with the company and are loyal to it.

DPO’s are registered securities offerings that allow you to market the securities directly to the public. The Internet can be use to market the securities but if your website doesn’t have a lot of traffic nobody will know about your stock offering.

So that leaves affinity groups as your best source of funding, unless you are a google and the investors are looking for you.

As the large corporations continue to reduce their work force and are leaving a lot of talented people with the option of an unemployment check or starting their on business, we find that a lot of the job creation is being left to small businesses.

These small businesses must find capital in order to expand or to fill order, small business have created over 20 million jobs over the last 15 years while big business has been cutting them. If this creative force had the capital they could propel the economy to unheard of levels.

DPO’s fall under “SCOR” small corporate registration and are for companies doing under $25 million in revenues and have a capitalization (share market value) of less than $25 million dollars.

By doing a Direct Public Offering you are raising capital that will not be costing you monthly interest payment, and is a permanent source of funding.

You will not have to give a large portion of the company to investors, a venture capitalist will demand a disproportionate Amount. Private funding is always more expensive in terms of equity and control.

As a public company you can better negotiate future financing requirements, and use the company stock for acquisitions. In a DPO filing you only need 2 years of audited financial as compare to 3 years for other filings.

All this sounds easy but in reality it isn’t you need somebody with experience to hold your hand and guide you through the process.

You must make sure that you are ready for the commitment and are prepare to devote the required time to this endeavor. Talk to your affinity groups about the possibility of investing in your company, this will give you an idea as to who is a potential investor.

Keep updated records of your customers and friends in the community who may be contacted later on. It may become necessary to purchase a mailing list, if you are medical product company or laboratory you would know some of the Doctors in your community but not all of them.

Stay in the planning mode and take necessary step while you are preparing for your DPO, such as having one year of financials audited and having a business plan prepared and printed, so that you don’t have to incur all the expenses at once.

Give us a call so that we can start planning together, the more prepare you are the less you will have to rush later, everyone everything done yesterday but the process takes time.

Regulation D Offerings: This rule provides an exemption from the registration requirements of section 5 of the Securities Act of 1933. Such transactions are not exempt from the antifraud civil liability, or other provisions of the federal securities laws. (See my article on Regulation D (504) offering.

Nothing in these rules obviates the need to comply with any applicable state law relating to the offer and sale of securities.

Rule 506: Provides an exemption for limited offers and sales without regard to the dollar amount of the offering. This offer does not limit the number of accredited investors, but the nonaccredited investors is limited to 35. for a description of accredited and nonaccredited investors see my article on Regulation D (504) offering.

Rule 505: Offerings may not exceed $5,000.000.00 less the total dollar amount of securities sold during the preceding 12 months period under rule 504 or 505. This exemption limits the number of nonaccredited investors to 35 but has no investor sophistication standards.

Rule 504: Offerings allows business to raise a maximum of $1,000,000.00 in a twelve month period, under Rule 504, Rule 505 or section 3 of the act a business can raise only $500,000.00 by the sale of securities to persons residing in the states of Montana and Alaska, which have no disclosure law. In states that have disclosure laws companies can raise up to $1,000,000,.00.

Rule 504 has no prescribed disclosure requirements, no limit on the number of purchasers. Offering under Rule 504 are relatively simple to prepare, which reduces the cost and delay and does not require an underwriter.

For additiobnal information please visit: .genesiscorporateadvisors.com

A loan is a type of debt. All material things can be lent; this article, however, focuses exclusively on monetary loans. Like all debt instruments, a loan entails the redistribution of financial assets over time, between the lender and the borrower.

The borrower initially receives an amount of money from the lender, which they pay back, usually but not always in regular installments, to the lender. This service is generally provided at a cost, referred to as interest on the debt. A borrower may be subject to certain restrictions known as loan covenants under the terms of the loan.

Acting as a provider of loans is one of the principal tasks for financial institutions. For other institutions, issuing of debt contracts such as bonds is a typical source of funding. Bank loans and credit are one way to increase the money supply.

Legally, a loan is a contractual promise of a debtor to repay a sum of money in exchange for the promise of a creditor to give another sum of money.

Types of loans

1.1 Secured

1.2 Unsecured

2 Abuses in lending

3 United States taxes

4 Income from discharge of indebtedness

Secured

A secured loan is a loan in which the borrower pledges some asset (e.g. a car or property) as collateral for the loan.

A mortgage loan is a very common type of debt instrument, used by many individuals to purchase housing. In this arrangement, the money is used to purchase the property. The financial institution, however, is given security &ndash a lien on the title to the house &ndash until the mortgage is paid off in full. If the borrower defaults on the loan, the bank would have the legal right to repossess the house and sell it, to recover sums owing to it.

In some instances, a loan taken out to purchase a new or used car may be secured by the car, in much the same way as a mortgage is secured by housing. The duration of the loan period is considerably shorter &ndash often corresponding to the useful life of the car. There are two types of auto loans, direct and indirect. A direct auto loan is where a bank gives the loan directly to a consumer. An indirect auto loan is where a car dealership acts as an intermediary between the bank or financial institution and the consumer.

A type of loan especially used in limited partnership agreements is the recourse note.

A stock hedge loan is a special type of securities lending whereby the stock of a borrower is hedged by the lender against loss, using options or other hedging strategies to reduce lender risk.

Unsecured

Unsecured loans are monetary loans that are not secured against the borrowers assets. These may be available from financial institutions under many different guises or marketing packages:

credit card debt

personal loans

bank overdrafts

credit facilities or lines of credit

corporate bonds

The interest rates applicable to these different forms may vary depending on the lender and the borrower. These may or may not be regulated by law. In the United Kingdom, when applied to individuals, these may come under the Consumer Credit Act 1974.

Abuses in lending

Predatory lending is one form of abuse in the granting of loans. It usually involves granting a loan in order to put the borrower in a position that one can gain advantage over him or her. Where the moneylender is not authorized, it could be considered a loan shark.

Usury is a different form of abuse, where the lender charges excessive interest. In different time periods and cultures the acceptable interest rate has varied, from no interest at all to unlimited interest rates. Credit card companies in some countries have been accused by consumer organizations of lending at usurious interest rates and making money out of frivolous “extra charges”.

Abuses can also take place in the form of the customer abusing the lender by not repaying the loan or with an intent to defraud the lender.

Ever wonder what makes a millionaire different from your average Joe? Why is it some are “meant” for riches while others are “meant” for poverty? Well, it is simply a choice.

When you realize that to have success is to simply choose success is when you will see results in your life. Now you’re probably wondering how does somebody choose success? If you were to go back and study all of the successful entrepreneurs, for example Ford, Edison, Gates, they all had one thing in common: The Mindset For Success.

It’s not just luck or by chance that people are successful nor does someone happen to just make a million dollars. The elite realize that there are exercises, daily practices, and knowledge that can get anyone to the top and this knowledge is accessible to anyone who truly desires wealth in their life.

Now, how does someone jump over the gap from being an employee to becoming a successful entrepreneur and living a lifestyle of absolute freedom and abundance? Well, without the right training, without daily mental preparation, this task would seem insurmountable. However, with the right people mentoring you and with the knowledge that can get you basically anything you desire, YOU CAN’T FAIL! The only x-factor is you; do you really believe that you weren’t meant to have success and wealth in your life, but that wealth and success were meant for others? Ask yourself, are you truly ready to leap from mediocrity to excellence?

You Now Have a Choice…

Enterprise Resource Planning, also known as ERP, is a method designed to integrate several different data sources and/or processes into one single unified system. This system will require the use of both hardware and software for planning and development and is essentially designed to be used in large enterprises looking for complete integration of their systems. The most important point in most ERPs is the unified database which will store all of the necessary information for each of the system’s modules.

What are the necessary components for a successful ERP system?

There are two main components that are required for any successful ERP system. The first is the common, unified database. This allows the ERP system to have access to each and every byte of information as well as all of the data that is required to make each part of the enterprise run as a whole unit. It also allows all of the enterprise’s information to be quickly and easily shared in a reliable and accessible manner.

The second key component to a successful ERP system is a modular software design. This essentially means that an ERP uses software that can be added or removed as needed in order to maximize the efficiency and usefulness of the system as a whole. While there are a few companies that can provide all of the software for a particular ERP, most enterprises will mix and match their software from different companies in order to attain maximum efficiency in the enterprise. Every modular application must be able to interface with the common database so that all of the data can be shared as needed.

Where would an ERP system be used?

ERP systems can be used in any large organization that has a lot of data flowing through its computers. Generally, small or medium sized businesses do not have any need for a full scale ERP system. Larger corporations, such as major banks, auto manufacturers, and retail chains can benefit the most from a well planned ERP. Furthermore, individual enterprises often break up their ERPs into smaller units, such as manufacturing, financials, and consumer management so that data can be more easily shared between those resources that would most likely benefit from the data portability.

How is an ERP designed and implemented?

No matter how large of a system is being implemented, all ERP systems require a lot of thought and careful design in order to operate successfully. Traditionally, smaller ERP systems require only months to prepare while larger ERP systems can take as much as a year or two to properly develop and implement. Larger corporations generally seek the advice of ERP consulting firms while smaller corporations will likely use an in-house team to cut costs.

The most critical step to implementing any ERP system is to migrate the data to the ERP. Migrating data, though a critical step, often receives the least attention in many ERP systems. There are six steps to successful data migration. First, identify the necessary data. Second, plan the timing for the migration. Third, build data templates. Fourth, freeze the necessary data migration tools. Fifth, determine data migration setups. Sixth, archive the necessary data.

What are the advantages of using an ERP system?

The most common advantage of an ERP system is that data is easily transferred from one place to another. Also, many ERP systems can also improve the security of an enterprise thanks to its built in safeguards. Other positives factors include low operational costs, better customer service, and improved productivity of employees.

What are the disadvantages of using an ERP system?

The most common disadvantage of an ERP system is the cost. Many ERP systems are extremely expensive to design and implement. Furthermore, despite their modular nature, the software customization options are limited and can be difficult to adapt to certain businesses. Also, the data entered into an ERP system must be high quality, lest it decay even further over time. Finally, the system may be too complex and not be right for businesses that are organized into many smaller departments.

How blogging works

Blogging can be described as an online journal in which you share your thoughts about specific topics for others to read online. You can write posts as often as you want and any time of the day. Blog posts are displayed in reverse chronological order with the latest blog post displaying first.

Blogs can be written from a personal perspective such as what you do on a daily basis. Many popular blogs are written like a magazine informing readers of the latest trends. There is a blog for almost any topic you can imagine as well as a variety of authors. You can find blogs written by stay-at-home moms to blogs maintained by large corporations.

Benefits of blogging

There are several benefits of blogging, one of the most popular being monetary benefits. Many personal bloggers find it is very therapeutic while others blog specifically to earn income. If you are the latter, there are several ways to earn income from blogging. It isn’t as easy as it seems or else everyone would be doing it, however, with a little guidance everyone has the opportunity to earn a study income from blogging.

You can have a blog up and running withing minutes thanks to free blogging services such as Wordpress and Blogger. It is wise to purchase your own domain name and host your blog with a web hosting provider. This way you will have full control over your blog and aren’t under the restrictions of the free services. However, if you are just starting out, the free blogging services will work just fine until you learn the ropes. You can still earn income with those types of blogs until you can set-up a blog on your own.

Quick blogging tips

It is fine to have a personal blog where you write about your own personal experiences. In order to earn a decent income, you should definitely look into running multiple blogs on various topics. It is difficult to earn income from a personal blog unless your writing and topics are really compelling. As noted earlier, try to set-up your own blog with a web hosting provider as well as using your own domain name.

Don’t leave money on the table

There are many bloggers earning full-time income from their blogs, some in the thousands of dollars per month! You can learn how they do it by researching their techniques.

Most business owners start with hiring a logo designer to work on their business image, and whilst this is right, it’s important to be clear on what your brand ethos will be before ink hits paper…or with modern design methods it’s more like ‘before mouse hits screen’.

If you aren’t clear on what important messages you wish to present to your customers, you will end up marketing an all together ineffectual image for your business &ndash resulting in reduced impact on your target market and hence less sales.

Whilst it’s very important to utilise the services of a high quality logo designer to ensure the success of your business through proper brand design, your brand is about more than just your business name or logo design.

An effective brand tells potential customers what you do and who you are. In addition your brand image is how your business is perceived by it’s customers. Brands are in the minds of customers and nowhere else, and you need to make sure you develop the correct brand image by engineering it deliberately.

A good logo design should however be your starting point for developing a firm footing for the brand development of your business.

Good quality brand development, and indeed your logo design itself as the icon behind this branding, will give you the edge over your competitors, and despite the fact that most small businesses won’t have unlimited funds for branding campaigns, they do have several methods available to them for developing a high quality brand and in turn benefit from the perception of the value of that brand.

It’s well known that customers will happily pay much more for goods and services provided by ‘brand name’ companies, and your sales team will find it easier work converting customers who have already heard of your company through your brand marketing and exposure of that all important logo design image linked to this.

A high quality logo design and brand will allow you to introduce new products and services to your customer base and expect a better reception for them, than had you presented yourself as a new unknown brand and a good quality logo design is the image that customers will link with your brand and use to ‘visually remember’ your brand.

If your customers can’t remember you, you’re in trouble. I’m sure you can now understand why a good quality logo design to link to your brand image is so important.

Before you commission a logo design decide on your ethos;

What are you values? What sets you apart from the competition? Once you are clear on that ethos you can work to ensure that you and your team reinforce it with everything you do and say.

Evidence to your customers that that they can trust in your brand to deliver what it always delivers them…that they can always rely on your company to provide this particular quality of products and/or service.

An Autoresponder is an Automated Internet Marketing tool.Like any other tool you will need to learn how it operates to take full advantage of its capabilities.

An Autoresponder sends programmed messages at specified intervals of time to recipients that are loaded into it.

The Autoresponder consists of 2 basic elements.

The messages that you compose

The list of intended recipients

Sounds simple Right?

The basic operation of an Autoresponder remains as simple as it ever was but there are many other factors that now affect the success of its use.There are a multitude of new elements to consider when using an Autoresponder.

Since using Autoresponder to send email has become popular so has the abuse of it. There are huge amounts of SPAM sent everyday and your messages get mixed in with all of it. So this makes you even more responsible for getting your message noticed.

The deliverability of your message will depend on several factors as outlined below:

HTML vs Text

Message Content/SPAM Filters

Number of messages sent per hour

Black Listing

The 2nd part of an Autoresponder is the prospect list. There are many list providers on the Internet. Some good and some not so good. Prices range from 2 cents to 40 cents per lead. It can be difficult to find a reliable source for your leads. You can ask around for referrals to lead providers that your friends or Upline have used. If that is not an option then look at some of the following factors:

How long has the company been around on the Internet?

What kind of Guarantees do they offer ?

Is their pricing competitive ?

What is their Google Page Rank ?

The bottom line is that you will need to do some testing to ultimately find out what works. It may take a few tries to find the right source for your leads.

If you wish to purchase a new home or refinance your existing mortgage to get cash-out, but are worried as to whether or not you will qualify for a loan due to a poor credit history, do not despair…bad credit mortgage loans are available for people just like you.

Bad credit mortgage loans also known as sub-prime home loans are offered by select lenders who specialize in these type of mortgage loan programs. These lenders do not follow the same hard core guidelines as traditional banks and credit unions. Their guidelines allow for credit mishaps that are considered taboo with traditional home loan lenders. What this means for you, the borrower, is that when you apply for your home loan with a sub-prime mortgage lender you have a great chance of receiving loan approval despite the fact that you have a less than stellar credit history.

Bad credit mortgage loan lenders are actively seeking out people with credit problems and they have buckets of money to lend! Sub-prime mortgage loan programs are available for people who have the following type of derogatory items in their credit history: bankruptcy, foreclosure, judgments, late payments and collection accounts.

Depending on the severity of your credit problems, you more than likely will have to pay a higher interest rate with a bad credit sub-prime mortgage as opposed to a traditional conventional loan. Many people with bad credit obtain a bad credit mortgage loan and use this as a stepping stone to rebuilding their credit history. Then, after 2 - 3 years, once they have cleaned up and re-established their credit, they refinance to a lower rate conventional loan.

Not all lenders offer bad credit mortgage loans. Make sure the lender you are considering offers sub-prime mortgages before applying with them. You will save yourself time and keep unnecessary inquiries off of your credit report.

An affiliate income refers to a check you can receive from a company each month that represents a percentage of the amount of money customers spend in purchasing that company’s product or service. This is based on the customers that you refer to the company’s website that actually do make a purchase. In order to get started in this type of online business, your first step is to find a product that you can write about and join a free affiliate marketing program for that product.

Once you find a product and a program that pays well, then you can get started in setting up a website related to it. There are many ways to look at the type of product that you get started with. Some affiliate marketing programs pay well, but you have to think of how many people will actually buy these products. You can look at products you know that people will buy and then do a search for affiliate programs related to these. Some examples of affiliate programs that will give you a second income are travel, fitness, books and home improvement products. There are also online education programs that pay well when it comes to an affiliate income.

With the world becoming a global village because of the cheap airfares being offered all over the world, travel destinations is one of the most commonly searched term on the Internet. Select a place that you can write about and join an affiliate marketing program such as Travelocity. Each time a customer purchases hotel, car or airline reservations as a direct referral from your site, you get paid. In the case of Travelocity, this is $5.00 for each purchase, so you would only need 20 people buying from your site to make $100. All you have to do is have a domain name and a website to get started. You can make money 24 hours a day while you are sleeping, partying or playing golf.

Introduction - Many countries require the reportage of the movement of any amount of money, monetary instruments or negotiable instruments valued over $10,000. Panama is one of those countries. One can generally move any amount of money across borders it just requires reporting it to the departing country and to the entry country. We never suggest one brings large sums of cash into Panama. There can always be individual differences in the laws of different countries so it is a good idea to check with each country concerned. Usually they post current information on their official websites.

Currency - This is definitely included in the $10,000 limit. It includes all foreign currencies. They use the current day conversion values to arrive at the $10,000 limit. Be conservative in your predictions of currency valuation so as to not fall over the limit. Traveler?s checks are treated as cash as a rule, it does not seem to matter if they are endorsed or made out or not. Probably because they can be reported stolen or lost and replaced easily in the new country.

Bullion - This is included too. The value is based on current values. If you had a $20 gold coin which weighed one ounce the value would not be $20, it would be what an ounce of gold is worth. If you had a rare coin that was denominated at $0.25 would it be valued at $0.25 or the numismatic value? The numismatic collector value is what would be used.

Negotiable Instrument Defined - This would include any check, or money order that is in bearer form, in other words payable to the bearer on demand without any further conditions to be met or if the instrument is already endorsed without restriction (not endorsed and made payable to a specific entity), made out to a fictitious payee, or structured so that the title of the instrument passes solely with possession of the instrument such as a bearer bond. This would also include an instrument such as a check, money order, promissory note signed but with the payee name left in blank. This does include bearer shares of corporations which is why the corporations we form are set up with a value of $10,000 only (nominative value not paid in cash so as they fall under the declaration limits.

What is Generally Not Considered a Monetary Instrument - Any check, money order, bank check made payable to a specific entity which has not yet been endorsed by that entity or if endorsed it would be with a restrictive endorsement payable to another specific entity. It does not include warehouse receipts or bills of lading.

Aggregates exceeding $10,000 - If any combination of the above exceeds the $10,000 it too needs to be reported. As to whether or not the totals amongst family members needs to be reported is vague and varies from country to country. What constitutes family members traveling together is another poorly defined area. If they are on the same flight are they together or not? Is a minor under 18 or under 21? So do check with the laws for each country.

Penalties - These vary but generally include confiscation, fines and possible criminal charges.

Questions - We can answer any questions you have about Negotiable Instruments and Panama. We are a Panama Law Firm.