Wednesday, April 04, 2007

Re: I recommend IBI Global. You need an Attorney, and some learning, my friend!


Your recommendation is so funny!  LOL

First, I really appreciate your opening line, "I have absolutely no motivation other than appreciation for you, in offering the below advice."

thank you!!!  I really believe you are that kind of trustworthy person too. I am warmed (and warned) and no, I don't have an attorney currently.

second, I took IBI and am a member, as far as I know in good standing since 1994.

third, you are correct, I need an Attorney, lots of learning and a business visionary/mentor or two (or more).

It was with the education I got at IBI after leaving Maui to go to SF (by way of IBI in Long Beach where my van was shipped from Maui) in 1994 (I paid 4K of borrowed money) that I drove up to SF to go find funding in the SF money circles.  After 15 years invested in CCafe core technology development (audience interaction/education mechanisms) I was ready to move from Maui and give in one last shot. Which is a joke. It is my life's work to birth this baby and I will give it my all till my final day. 

The saga of my 5 years in SF should be a movie! We were so successful, and yet it all dried up. We were courting the biggest Law Firms and getting some interested. Got some great   too. but I couldn't get money folks to understand my pitch (which was more diffuse than it is now).  Their usual comment, even when distilled was that CCs was overwhelming. They could not see how a club could be so many things to many people.  Is it a school, is it a night club, is it a media center, etc. Other things did came together, including the birth of our web sites and KidCast for Peace,  before my body pain got so great and my money got so low, that I had to stop everything, get on disability and come back to Maui for healing.  That sage ended in 1999.  I am so much better now, and the meds allow me to be almost "normal". So I am really anxious to find physical friends with whom to birth this baby.... and simpatico lawyer's and business partner/advisor.

I am much more concise and clear in presenting the project these days too. Certain intellectual property which I don't mention much will make us millions (3CoS). While in SF, I was able to get the business plan like I said 80% done (for that day and age after 6 rewrites) along with a 5 year financial projection (old but useful).  Your next point is really what's needed in my case. A mentor/partner of visionary business ilk.  

I was at my prime in 1994 and despite my considerable challenges, l still made great progress in manifesting and doing the business of CCafe and nonprofit V.A.R.I.O.U.S..  Now I am a whole lot older, in a lot less pain, living on pain, but way to out of the loop here on Maui. I would love to be back in LA, find a HUD place there to set up a home/office. But I hesitate to go back to Babylon with know I would be part of a team, or at least have this mentor person with whom to make progress... and to once again ground the vision.  

CCafe seems to be beginning to rise above the noise floor though after all these years.  In my blog on the project, you can see what's up: 

I was successful in getting corporate interest and sponsorship. That's a great indication that my work has value to the companies who noticed and said YES to my request for support.... Not to mention financial sponsorships along the way and several CEO advisors.  But, I haven't tried lately to do anything here since all the things that worked on the mainland haven't worked on Maui to any great extent (I know what will however). With the right assistance, this baby would fly for sure in LA.  CCafe is best birthed in a major mecca (so the numbers work and the target audiences can be accessed).

Mentoring from seasoned pro's like yourself would be invaluable to me and the project.  In SF mentors were also in the mix... but it was just too soon (1994-9) and in reality I still don't have a real great taste for doing the business side since I am SO creative.  Your point about finding that business person is well taken! Finding him/her has been forefront in my search for resources recently. These days I am stepping that search up and focusing on finding that business mentor/ally/partner(s). I am finding that the Zaadz space might provide these missing links:

I don't mean to scare you. I am not an invalid obviously. I can really get in there and work 24/7 if I have to...  My 19 hour days in front of the computer still continue (after 27 year of envisioning and manifesting aspects and dog and pony installations). Progress continues to be made from a marketing standpoint. However the money/investment end is sloppy to non existent.  I can only wear 15 of the 25 hats I used to, and I really don't want to take on learning to finish the business end myself without a mentor.  That has become the focus of my search... a business visionary with track record, money and ability to share/see my vision.  The blip I just posted at Zaadz, will give you the idea:

and this blip at technorati

Thanks for your time, belief in my work and what it can offer the global community. Also for sharing your thoughts and knowledge. I am blessed by knowing you! 


On Apr 2, 2007, at 7:45 AM, David F. Clark wrote:

I have absolutely no motivation other than appreciation for you, in offering the below advice.
OK. now that's KEY information you've revealed that you don't know, my friend. You need some legal and securities compliance education before you go around selling equity (stock) in your venture, or use terms like "prospectus" etc. - and/or, bring in a partner who takes responsibility for that for you and with you. I didn't mean to be cagey, but I love your work and vision, and I was getting concerned you might unwittingly get yourself into trouble and I'd really hate to see that happen. thus my questions, which indeed have brought matters to the surface.  no worries, you can DO it I'm sure. you have a great vision, a greart start, you need something else as well, in the stock worlds...
i've been involved with private equity startups since 1980, I've raised ("raised" meaning founder or co-founder, lead if not sole biz plan writer, presenter, negotiator, and closer for) almost $9 million in equity funding for previous ventures, so I know Iv'e learned a few things along the way. and the learning curve never ends, either. I work very well with attorneys and have been involved in literally many hundreds of pages of strictly legal documents in my career.
I HIGHLY recommend IBI ( )as the best, shortest route to such an education, WORLD CLASS - in one week, you'll be hugely educated --- and, it's a way to direclty network with investors (especially the last 2 days) and build out your team through the whole week. It's unqiue, not a seminar (you're DOING it),  and it's a life long membership with local groups meeting weekly and the networking online is massive. we raised capital for our patents, and landed our patent attorney, securities attorney, merger attorney, and marketing consultants who all are FACULTY from time to time (i.e. quality of our project attracted faculty to get involved with us, not just attendees.)
it's "expensive". like $5,000 or so (that was 4 years ago so I'm not sure what it is now) (varies according to how far in advance you register, whether you team with another and go, etc.).  it's TOTALLY worth it. I know of NO other way to get this kind of superb education and live networking without decades and vastly more expense than that.
see if you can get a sponsor.get a loan from family and friends. or someone with a possible investment interest but who wants to see you more in sync with the business side, as a starting point. it might change your life radically.
if you elicit, and obtain, any equity (i.e that's not PURELY debt, or a gift, or revenues from products or services) you MUST HAVE THESE elements such as investor suitability and subscription agreement - along with your business plan - even for THE MOST sophisticated, accredited investors .... or else.....
if you don't, you are squarely in the sights of the SEC as well as state regulatory compliance
they don't fool around. these are the guys that show up unannounced with NO prior warnin or notices of ANY kind, take ALL your files and computers away on the spot (good luck on EVER getting them back if that happens), and yes, arrest you, even.  I've heard way too many horror stories to be making this up, my friend.
I'm not mongering fear. just a need for respect for the securities infrastructure that makes capitalism a great thing for entrepreneurs !!!
you must also have duly formed a C-, or S-, or LLC corporation to sell stock. formed BEFORE you OFFER the stock, authorized the shares BEFORE you offer them, etc.
without all of these elements in place, you would be subject to serious exposure of being shut down, or worse  (unless you limit your financing to means OTHER than anything involving stock....)
it's no joke, Peter.
unfortunately, our attorney has chastised me for prior sharings and has put the cap on my sharing any of our documents. he can't allow his work to be copied and used for other firms.  However, if you engage an attorney, maybe we could share some things if needed, given you'd have someone to make appropriate and in compliance for YOUR situation, but that's up to my attorney to decide after talking with yours.
love and light,
David C.

Peter Rosen <> wrote:

hmmmmm suitability questionairre  inverstor Subscription never heard of those before???

Back to the library:

and check this out:

as well as 

(where you might stage a marketing push)

PS:  I am concerned about Paul Holman. Can we talk?

On Apr 1, 2007, at 7:08 PM, David F. Clark wrote:

we face similar challenges and timing.
remember, the PPM is the legal disclosure document only - largely outlining risks - mainly for benefit of the unaccredited investors - it's the biz plan that lays out the plan etc. It's amazing, the PPM is really scary and basically lists over pages and pages all the reasons NOT to invest; it's wierd.
I appreciate keeping in touch, while realizing we're focused for the near term on our financing too, and working to further close on three other types of large deals as well (Joint Venture, Leasing of equipment, and an Acquisition) .  But keeping aware of possible crossovers or mutual investment sources as we go is a good idea.
you don't need a PPM to raise angel equity capital if they're accredited, so long as you have a good suitability questionairre and an investor subscription agreement they sign stating they understand the risks and feel they've had adequate disclosure of your plans. you do have to file info on any stocks you authorize and sell, with the state etc. your attorney can advise you etc.
something I was surprised to learn along the way is, even if you only PRESENT an equity or equity-.related offer to unaccredited investors, and they never invest, technically you still need a PPM. technically.....

Peter Rosen <> wrote:
Hi David,

thanks for your updates. Yes, let's do stay closer in touch. Things
seem to be ramping up in the universe. Zaadz is hot with the kinds of
folks (who have money) that could back your project as well. I will
incorporate Cyberdome conceptsw if that's ok with you? in my plans
and proposals if you like?

I will have to go thru my papers to see if i have something that
will pass for the beginning of a new and revised PPM (which I CAN
shoot to ya). I DON'T have the formal numbers worked out for the way
the project looks (ideally) in today's world to enable investment.
That's what the angel capital would provide a budget for. Perhaps
that is something you can assist me to put together? so, its back to
the typewriter (remember those words) lol to begin a PPM AND
executive summary based on todays' viewpoint of how CCs will serve
and its social engineering mechanisms.


On Mar 31, 2007, at 7:25 AM, David F. Clark wrote: