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		<title>Have You Heard About a Private Placement Offering?</title>
		<link>http://www.profranconsultants.com/profran-consultants-news/have-you-heard-about-a-private-placement-offering/</link>
		<comments>http://www.profranconsultants.com/profran-consultants-news/have-you-heard-about-a-private-placement-offering/#comments</comments>
		<pubDate>Fri, 26 Mar 2010 13:45:11 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Profran Consultants News]]></category>

		<guid isPermaLink="false">http://www.profranconsultants.com/?p=202</guid>
		<description><![CDATA[Any privately held corporation or limited liability company in the United States that intends to offer any equity in the form of selling stocks or membership units to a friend, relative, employee, associate, private investor, angel investor or venture capitalists is prohibited from doing such without the appropriate Security and Exchange Commission (SEC) Exemption.  The [...]]]></description>
			<content:encoded><![CDATA[<p>Any privately held corporation or limited liability company in the United States that intends to offer any equity in the form of selling stocks or membership units to a friend, relative, employee, associate, private investor, angel investor or venture capitalists is prohibited from doing such without the appropriate Security and Exchange Commission (SEC) Exemption.  The Exemptions are known as Reg D Series Offerings and depending on the amount to be raised will determine which series will be designated. Most commonly the offerings are Reg D 504, 505 or 506.</p>
<p>The SEC defines this act as a securities offering and the Offeree must be in compliance with the proper Regulation D Series memorandum that is required to be provided to a prospective investor and additionally follow the particular restrictions of that offering.</p>
<p>Any SEC violation could be punishable by fines and/or prosecution for criminal acts. The officers, directors or managing members could be personally liable and responsible for the violations of the company.</p>
<ul>
<li>Estimates are that over $1 trillion will be raised through private placement offering in 2010.</li>
<li>Private investors do not expect unreasonable returns.</li>
<li>Any business entity in nearly every industry can utilize a private placement offering to raise capital.</li>
<li>No individual credit checks or requirements necessary.</li>
<li>A properly prepared private placement offering and memorandum can captures the attention and impress a private investor.</li>
<li>A standard private placement offering is cost effective and economical.</li>
<li>In most instances, the company has immediate access to funds raised.</li>
<li>Professional broker/dealers are available to assist in the promotions, sales and placement of private placement offerings.</li>
<li>Usually a company is marketing its offering within a matter of weeks after contracting for the preparation services.</li>
<li>No stressful monthly installment payments as in a loan from a bank or individual.</li>
<li>So long as the company is in full SEC compliance, there are no personal liabilities or risks to officers, directors or other individuals associated with the offering.</li>
<li>A great way to finance a company if the needs are from $1 million to $10 millions.</li>
<li>Private investors &amp; institutions are more secured owning stocks and membership units.</li>
</ul>
<p><strong>How do I qualify for a Private Placement Offering?</strong></p>
<p>It is suggested that anyone entering into a private placement offering consult with someone that has experiences in the field whether that be a SEC consultant, SEC broker or SEC attorney. Have some degree of fundamental understand of the regulations, guidelines and laws associated with an offering. Be familiar with the basic procedural steps that must be taken before the capital is raised.</p>
<ul>
<li>A Complete and Comprehensive Business Plan or Executive Summary</li>
<li>Private Placement Memorandum (PPM)</li>
<li>Formation of Limited Liability Company (LLC) or Articles of Incorporation</li>
<li>Employee Identification Number (EIN)</li>
<li>Limited Liability Regulations and Operating Agreement</li>
<li>Security Exchange Commission (SEC) Form D</li>
<li>Subscription Agreement</li>
<li>Marketing Tools</li>
</ul>
<p><strong>Where does the money come from?</strong></p>
<p>There are many sources of capital available to those who know how to find it and properly represent the offering in a professional and compliance manner. Some of those ways are:</p>
<ul>
<li>Small Company Offering Registration (SCOR) &#8211; under SEC Reg D</li>
<li>Direct Public Offering (DPO)</li>
<li>Investment Bankers</li>
<li>Informal Angel Capital Investors (AC)</li>
<li>Formal Venture Capital Funds (VC)</li>
<li>Small Business Investment Companies (SBIC)</li>
<li>Investment Clubs</li>
<li>Foreign Investors</li>
<li>Broker/Dealer Investor Client Base</li>
</ul>
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		<title>You Better Know What You Can and Can’t Do</title>
		<link>http://www.profranconsultants.com/profran-consultants-news/you-better-know-what-you-can-and-can%e2%80%99t-do/</link>
		<comments>http://www.profranconsultants.com/profran-consultants-news/you-better-know-what-you-can-and-can%e2%80%99t-do/#comments</comments>
		<pubDate>Sun, 21 Mar 2010 21:23:58 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Profran Consultants News]]></category>

		<guid isPermaLink="false">http://www.profranconsultants.com/?p=201</guid>
		<description><![CDATA[Ken Hollowell always suggests that anyone understand the solicitation laws concerning a private placement offering to avoid serious problems later.]]></description>
			<content:encoded><![CDATA[<p>When it comes to a private placement offering and the regulations concerning solicitation laws, you really must know what you are doing so that you don’t cross the line.</p>
<p>If you think for one moment a place you DON’T want to visit for several years, I think most reasonable people would agree it’s JAIL.  Waking up next to convicted felons named Big Al and eating a cold breakfast doesn’t sound appealing to me.</p>
<p>You might say it sounds rather extreme, but one mistake during a conversation about private placement offering can lead to the infamous “knock on the door”.  As with any other investment market, there are laws for brokering private placement, AND consequences for breaking the regulations and laws.</p>
<p>To better understand the laws that concerns solicitation, let’s define the word “solicitation” and how the term applies to private placement investments. Solicitation means approaching any individual with the intent to discuss and sale an idea, service, or opportunity. When it comes to a private placement offering, it is considered solicitation to promote or even talk about your business in regards to your memorandum, projections or earning claims before you have delivered your full compliance package. That means no advertising on <strong>Craigslist, Linkedin, Facebook</strong> or any of the many social business networking sites.</p>
<p>Before you send out a memorandum to a potential investor, you MUST have that individual request the offering. The moment the individual states, “I’d like to see your offering”, it is no longer solicitation. In speaking with a potential investor, NEVER guarantee any returns on the investment. Don’t sugarcoat the information you are providing to the potential investor. Always use disclaimer in communicating either verbally or by e-mail. A good disclaimer in an e-mail might be:</p>
<p>“You are NOT an investment advisor, and that NO information you provide should be considered a solicitation.”</p>
<p>Always avoid any misrepresentations of yourself to the potential investor. Other words, NEVER LIE. Be truthful and honest in all statement avoid any form of deception.</p>
<p>Though it may be easier to paint a rosy picture for investors, the truth is always uncovered as the transaction unfolds.  No one appreciates the “bait and switch” technique, and as you know, <strong>ANYONE</strong> can file criminal complaints or sue you.  Remember, having a private placement offering investor submit an application is great, but NOT if they are expecting something you can’t provide.  Having applications that don’t close does nothing but degrade your reputation, and in such a fraud polluted business, that is all you really have.</p>
<p>In summary, if you have honest conversations outlining realistic expectations and worst case scenarios, you will ALWAYS be more productive in the end.  Keep it truthful, legal, short, and sweet, and you will surround yourself with people of similar ethics in return.</p>
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		<title>THE BEST KEPT SECRET IN FUNDING A BUSINESS</title>
		<link>http://www.profranconsultants.com/profran-consultants-news/the-best-kept-secret-in-funding-a-business/</link>
		<comments>http://www.profranconsultants.com/profran-consultants-news/the-best-kept-secret-in-funding-a-business/#comments</comments>
		<pubDate>Sun, 21 Mar 2010 05:46:30 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Profran Consultants News]]></category>

		<guid isPermaLink="false">http://www.profranconsultants.com/?p=199</guid>
		<description><![CDATA[At some time in the life of any business additional funding may be required. Mr. Hollowell shows a non-traditional method of bringing capital into the business.]]></description>
			<content:encoded><![CDATA[<p>Anyone who is considering starting a new business must analyze the cost and expenses associated with the start up operations. For the business owner who wants to expand an existing business that requires additional capitalization also needs to weigh the various costs and liabilities.</p>
<p>Being under capitalized is one of the most common mistakes business owners make. Attempting to work on a financial shoe string is not only stressful but can impede the growth of the business for years.</p>
<p>The very first step that most companies take when seeking private capital is the creation of an executive summary and/or a business plan. While executive summaries and business plans are an important facet of raising capital they are not designed to be investment documents.</p>
<p>Executive Summaries and Business plans typically just provide general information about the company, its business model, goals, etc. While this information is important to investors, it does not provide a basis or structure for accepting capital investment.</p>
<p>A business plan does not allow a company to accommodate multiple individual investors. Most business plans state an aggregate amount of funding needed, &#8220;$500,000&#8243; for example, but provide no structure to allow for fractional investment. This means the company must find one single investor with $500,000 to invest &#8211; and the patience to develop the transaction structure and documents to process that investment. This limitation is probably the single biggest reason why so many companies fail at raising investor capital. Raising capital effectively and properly from investors requires very specific documentation that far surpasses what a business plan provides.</p>
<p>Public companies don&#8217;t raise capital from investors by putting a business plan in front of them. If you wanted to invest into Dell Computer &#8211; do you think Dell would send you a business plan to process your investment? Of course not &#8211; you would invest into Dell Computer through a securities offering. The same holds true for private companies seeking capital from investors. Don&#8217;t expect an investor to invest unless you have presented them with a securities offering. Business plans serve a purpose (especially for start-up companies) &#8211; but they should not be relied upon as investment documents.</p>
<p>Here is the “Best Kept Secret in Funding.”  The Regulation D series of funding can allow you to legally in compliance with Security &amp; Exchange Commissions laws raise the funds necessary for your business with a short period of time. Whether it’s a few hundred thousands of dollars or millions, there is a Reg D  to answer your requirements.</p>
<p>If you intend to offer equity in a privately held company such as a corporation or limited liability company, then you must have the proper exemption from the Securities &amp; Exchange Commission or you’ll be in violation of offering a securities. The Reg D series of private placement offerings are the exemptions. For individuals needing $1 million or less, the Reg D 504 Private Placement Offering is ideal. It’s very cost effective and easy to comply with only a few restrictions. For those needing over $1 million, the Reg D 506 is commonly used.</p>
<p>You owe it to yourself to learn about this method of raising funds for literally any type of business.</p>
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		<title>The Hottest Investment Game in Town</title>
		<link>http://www.profranconsultants.com/profran-consultants-news/the-hottest-investment-game-in-town/</link>
		<comments>http://www.profranconsultants.com/profran-consultants-news/the-hottest-investment-game-in-town/#comments</comments>
		<pubDate>Sat, 20 Mar 2010 14:17:37 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Profran Consultants News]]></category>

		<guid isPermaLink="false">http://www.profranconsultants.com/?p=198</guid>
		<description><![CDATA[The buzz words today are “private investing in business offerings”. Since the majority of private investors still lack confidence in the stock and housing markets they are researching and turning to investment opportunities in business projects, start ups, various business concepts, existing businesses and most of all franchisor companies. For decades entrepreneurs have successfully used [...]]]></description>
			<content:encoded><![CDATA[<p>The buzz words today are “private investing in business offerings”.  Since the majority of private investors still lack confidence in the stock and housing markets they are researching and turning to investment opportunities in business projects, start ups, various business concepts, existing businesses and most of all franchisor companies.</p>
<p>For decades entrepreneurs have successfully used private placement offerings to fund their businesses with capital and for years, accredited private investors have experienced the benefits of these offerings whereby the company offers a minority equity position through the sale of stocks or membership units. Private placement offerings are risky but when an investment becomes a “home run”, the rewards are tremendous with returns sometimes hundreds of times the initial investment.  Some investors seek out companies that intend to be acquired or will consider an IPO within a short period of time. The company uses the private placement offering for seed capital while others are for business expansion.</p>
<p>Predictions for 2010 are that over $1 trillion dollars will be raised through private placement offerings. In 2007, $600 billion was achieved therefore you can see the growth of these types of offerings.</p>
<p>All private placement offerings are regulated by the Security &amp; Exchange Commission and require the company making the offering to have the proper exemption in the form of a Reg D memorandum.  Depending on the amount being raised will determine the Reg D exemption. For a company raising less than $1 million, a Reg D 504 most likely will be used. For those companies seeking more than $1 million, a Reg D 506 would most likely be used. In addition to the federal SEC guidelines and regulations nearly every State has laws to protect the investor. This is why many private investors like investing. There are penalties, fines and even criminal prosecution for individuals who misrepresent and/or commit fraud in the offering.</p>
<p>Profran Consultants, Inc. works with approximately one hundred individuals each year who offers private placement offerings to investors.  Since 1982, Ken Hollowell, CEO/President of Profran Consultants has experiences in this arena.  Mr. Hollowell guides his clients through the regulations, guidelines and requirements preparing the proper memorandum to be offered along with preparation of the promotional and marketing materials. In addition, Mr. Hollowell coaches and teaches the client in ways to find and approach private investors. His client’s success rates are among the highest in the industry. The range of industries are from retail, manufacturing, technology, environment friendly, real estate, mortgage, automotive, health care, entertainment, and franchise companies to name a view.</p>
<p>For more information on existing investment opportunities or funding your company, e-mail info@regdconsultant.com or call Mr. Hollowell at (407) 363-3545.</p>
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		<title>The Real Value of a Franchise Consultant</title>
		<link>http://www.profranconsultants.com/profran-consultants-news/the-real-value-of-a-franchise-consultant/</link>
		<comments>http://www.profranconsultants.com/profran-consultants-news/the-real-value-of-a-franchise-consultant/#comments</comments>
		<pubDate>Sat, 24 Oct 2009 12:56:52 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Profran Consultants News]]></category>

		<guid isPermaLink="false">http://www.profranconsultants.com/?p=196</guid>
		<description><![CDATA[Learn the real value of a franchise consultant from Ken Hollowell]]></description>
			<content:encoded><![CDATA[<p>n the mid 1970’s when I began consulting with business owners there were only a hand full of consultants who specialized in franchise development. Back then, the Federal Trade Commission’s Rule 436 had not even been active. The only regulations on franchising were in fifteen (15) states that adopted the Uniform Franchise Offering Circular (UFOC) where a franchisor could not offer a franchise within their jurisdiction without prior registration and review of the document. Today a Franchise Disclosure Document (FDD) is required in all regulation states as well as nationally. This document, depending on the actually business system and opportunity being described may be anywhere from 40 pages upwards to a 100 pages. There are 23 basic items that MUST be disclosure with numerous sub items.</p>
<p>Before the FDD can be prepared, a franchisor needs to have the proper business structure or entity created along with a name that can be trademarked federally through the United States Patient and Trade Mark Office in Washington, D.C. The trade name is the corner stone of the franchise business. As the name is branded regionally and nationally, more valuable the franchise becomes. Brand name recognition by the general public is what all franchisors strive to obtain and achieve over time.</p>
<p>As you can already see, a consultant teaches, informs and prepare the new franchise client for franchising. The more knowledgeable the franchisor becomes the better equipped the company is to make the proper decision related to franchise. One of the most important factors in franchising is the franchise system. Developing a concept or existing business into a franchise system requires many decision. And for every decision to be made there may be multiple options to consider. </p>
<p>Profran Consultants uses a 21 page questionnaire to learn particular facts about the business concept. Most young franchisors discover that during the franchise development process, they learn things about many aspects of their business never before considered. Often a young franchisor will state I would have never considered all of the options available to me had I not decided to franchise my business.</p>
<p>An experienced and seasoned franchise consultant can make the transaction from business owner to franchisor exciting, enjoyable and effortless in most cases. One of the most common questions is, “don’t I have to go to an attorney to develop a franchise?” My answer often surprises most potential clients when I say, “Not in the early stages of development.” Unless the attorney is a franchise business consultant in addition to being an attorney, the answer is no. Attorneys are trained to provide legal advice and prepare legal documents. How can an attorney assist or help you when there has been no evaluation of your business provided or business system developed? Many franchisors have waste time and money having an attorney prepares the required document before the franchise system has even been developed. There is a time and place for the attorney involvement but not necessarily at the beginning. One of the most important tools in the franchise system is the franchise operations manual. Contained within the FDD is the actual franchise agreement that franchise candidates sign. The franchise agreement refers to the operations manual in many places therefore how can an attorney prepare an agreement without knowledge of the operations of the business contained in the operations manual? </p>
<p>As a franchise consultant I’ve consulted with thousands of business owners who were considering franchising their business. The majority of those were recommended NOT to franchise because of one or more factors. But over 800 over the past 30 plus years were encourage to proceed with their dream to franchise. Business and management evaluation is extremely necessary in making the decision to franchise. Franchise is not for every business or everyone. </p>
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		<title>Choosing Your Businesses Name Doesn’t Have to be Such a Big Challenge</title>
		<link>http://www.profranconsultants.com/franchise-development/choosing-your-businesses-name-doesnt-have-to-be-such-a-big-challenge/</link>
		<comments>http://www.profranconsultants.com/franchise-development/choosing-your-businesses-name-doesnt-have-to-be-such-a-big-challenge/#comments</comments>
		<pubDate>Sun, 13 Sep 2009 05:27:45 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Franchise Development]]></category>

		<guid isPermaLink="false">http://profranconsultants.com/?p=192</guid>
		<description><![CDATA[Choosing a bad name may not make or break your business, but it sure can make the road ahead rockier, especially when it comes to branding and believability. Before you commit, first ask yourself: Is it easy to say? Is it easy to spell? And is it easy to see? Your name is the first [...]]]></description>
			<content:encoded><![CDATA[<p>Choosing a bad name may not make or break your business, but it sure can make the road ahead rockier, especially when it comes to branding and believability. Before you commit, first ask yourself: Is it easy to say? Is it easy to spell? And is it easy to see?</p>
<p>Your name is the first thing potential clients will see or hear, so it had better leave a lasting impression.</p>
<p>Where do you start? First, pick a name that&#8217;s memorable. New businesses come and go, but it&#8217;s the ones whose names stand out that get new clients.</p>
<p>Think about it. The harder the name is to say or spell, the harder it is to find in the phone book or on the Internet. Plus, if people are afraid to mispronounce it, you&#8217;ll miss out on all that good word-of-mouth public relations.</p>
<p>Next, pick a name that gives a clue as to what your business does. Just because your favorite flower is a daisy doesn&#8217;t mean you need to incorporate the word daisy into the name of your auto body shop.</p>
<p>Sure, business names are personal, especially with small firms. But too many businesses focus their branding on what they like rather than the tastes of their target audience.</p>
<p>Also, try to stay away from trends. Pick a name that is timeless and branding that will appeal across the board.</p>
<p>If you&#8217;re running a day care center, for instance, you&#8217;re marketing to the child&#8217;s parents, siblings, grandparents and community. Choose a name that is gender-neutral, age-neutral and location-neutral.</p>
<p>What&#8217;s the long and short of it? The longer the name, the harder it is to say — and type, when you&#8217;re thinking about Web domain names. Long names tend to get abbreviated or shortened in marketing materials and Web addresses, which ultimately leads to confusion and frustration.</p>
<p>Think about Google, Target, Kodak, Pepsi, Ingles, Belk and Taco Bell. Just about all the great company names and products are short and easy to say, usually one word or two.</p>
<p>What about personal names? They can add credibility to your company, like McDonald&#8217;s, L.L. Bean and Williams-Sonoma. But in my book it&#8217;s better to pick something catchy that lends well to a great logo and great image design. Think Amazon, Yahoo, Krispy Kreme and Juicy Couture.</p>
<p>So, what&#8217;s next? Stake your claim. Register your assumed name or file your incorporation papers right away. Get your domain name from services like <a href="http://www.godaddy.com/" target="_blank">www.godaddy.com</a> or <a href="http://www.dotster.com/" target="_blank">www.dotster.com</a>. And start using either TM (trademark) or SM (service mark). You don&#8217;t have to register them to use them.</p>
<p>For more protection, the cost of purchasing a U.S. trademark or service mark is a drop in the bucket compared with trying to defend it later, especially if you&#8217;re thinking about nationwide growth or franchising.</p>
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		<title>Am I Offering a Franchise or Not?</title>
		<link>http://www.profranconsultants.com/profran-consultants-news/165/</link>
		<comments>http://www.profranconsultants.com/profran-consultants-news/165/#comments</comments>
		<pubDate>Sun, 06 Sep 2009 21:35:01 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Profran Consultants News]]></category>

		<guid isPermaLink="false">http://profranconsultants.com/?p=165</guid>
		<description><![CDATA[When is a license not just a license, but also a regulated franchise?  If you are expanding your business through the authorized use of your trademarked products or services, you may think: “I don’t want a franchise, just make it a license agreement;” or “A trademark license isn’t a franchise is it?” or “I want [...]]]></description>
			<content:encoded><![CDATA[<p>When is a license not just a license, but also a regulated franchise?  If you are expanding your business through the authorized use of your trademarked products or services, you may think: “I don’t want a franchise, just make it a license agreement;” or “A trademark license isn’t a franchise is it?” or “I want to set up dealers, those aren’t franchises, are they?” This article tries to answer these questions.</p>
<p>Franchise laws have been applied to contractual relationships that to some appear far removed from the traditional franchise industries, including software licenses, merchandising licenses, and Internet technology licenses.</p>
<p>Franchising as an identifiable form of business began in the 1950’s with such chains as McDonald’s, Holiday Inn, H&amp;R Block, Century 21, and KFC. Growth accelerated in the late 1970’s, and shows no sign of slowing. With the growth of franchising has come government regulation, to curb perceived industry abuses. In the U.S. about 40 states and the Federal Trade Commission (“<em>FTC</em>”) now regulate franchise offers.<span id="more-165"></span></p>
<p>Internationally, about 25 countries also have passed franchise registration, disclosure or relationship laws, including, for example, some major U.S. trading partners: Canada (Ontario and Alberta provincial laws), Mexico, Brazil, China, Korea, Japan, France, Spain, Russia and Australia. Many countries also have distribution and licensing laws that apply to franchise agreements. Examples of such laws include: trade regulation laws that limit certain restrictive covenants in franchise and distribution agreements, technology transfer agreement registration laws in many developing countries, and laws restricting termination of agents and distributors that may apply to franchises.</p>
<p>If a relationship is a franchise, franchise laws may regulate pre-offering disclosure, may require registration with and approval by a government agency, and may regulate the contract and the relationship, including territory, transfer, termination, and renewal. Violations of these laws can result in criminal charges, fines, civil liability with private causes of action, personal liability of responsible employees and owners, damages, rescission (return of investment), voiding of the agreement, attorneys fees, court costs, and punitive or treble damages.</p>
<p><strong>What Is A Franchise?</strong></p>
<p><strong> </strong></p>
<p>The definition of what constitutes a franchise under law varies considerably from country to country, and from state to state. The definition that applies throughout the United States by virtue of the Federal Trade Commission Rule (“<em>FTC Rule</em>”), is that a franchise is an oral or written agreement (or series of agreements) that contains each of the following three elements:</p>
<p>1)    The franchisor offers the right to distribute goods or services associated with or identified by the franchisor’s trademark or other commercial symbol;</p>
<p>2)    The franchisee is required to make any direct or indirect payment to the franchisor or its affiliates (except only a bona fide wholesale price for goods for resale); and</p>
<p>3)    The franchisor exercises significant control over, or offers significant assistance to, the franchisee (in some states this is defined as a marketing plan or as an ongoing commercial relationship between the parties).</p>
<p>4)    The parties’ written characterizations of the nature of the relationship are not binding. “A rose is still a rose, by any other name.”</p>
<p>Thus broadly defined, franchising is not limited to particular industries. However, some industries are subject to state and federal legislation dealing solely with the specific industry, and may be therefore exempt from general franchise or business opportunity statutes. Industries with specific franchise or dealer relation laws in the U.S. include:</p>
<ul>
<li>Motor Vehicle, Motorcycle, Recreational Vehicle, and Farm Implement, and Boat Dealers</li>
<li>Beer &amp; Wine &amp; Liquor Distribution</li>
<li>Gasoline and Petroleum Dealers and Distributors</li>
<li>Cigarette, Wine, Beer and Liquor Distribution</li>
<li>Soft Drink Bottlers</li>
</ul>
<p>The U.S. state and federal business opportunity laws also vary in their scope, but generally require pre-offering disclosure and registration of offers of assistance or marketing plans to enable others seeking to establish a business, with or without a trademark license. State sales agents laws also provide protection to commissioned agents, regarding payment of commission and termination rights. When considering franchise laws, include in your research these related industry, dealerships, sales agent, and business opportunity laws.</p>
<p><strong>Licensees May Be Franchisees</strong></p>
<p><strong> </strong></p>
<p>An important decision involving a software license and distributorship agreement illustrates the broad reach of certain state franchise laws. In the case of <em>Modern Computers Systems, Inc. v. Modern Banking Systems, Inc.</em>, the Eighth Circuit court assumed for purposes of its decision that a computer software distributorship agreement was a franchise within the meaning of the Minnesota Franchise Act. The Act defines a franchise to be a relationship where a franchisee: (1) has a right to use the franchisor’s trade name or commercial symbol, (2) shares a “community of interest” with the franchisor, and (3) is required to pay a fee to the franchisor. As to the definitional element of use of a trade name, it was clear from the court’s discussion in <em>Modern Computers</em> that the plaintiff did not operate its business under the alleged franchisor’s trademark, but did use the trademark on its software products. Nevertheless, the court found that the plaintiff distributor had a likelihood of success on the merits and was entitled to an injunction protecting it from termination as a distributor, and remanded the case to the district court to make specific findings regarding whether all three criteria for finding a franchise were met.</p>
<p>However, certain trademark licenses with no significant control or assistance to the licensee (under the FTC Rule), and no “community of interest” under certain state laws, may not be franchises. Care must be taken in structuring all trademark licenses to avoid the franchise laws.</p>
<p>TIP: For a trademark license to not be a franchise: Eliminate all of the following from the relationship: control (except minimum control necessary to maintain the trademark), assistance, marketing plan, and continued financial interest (as defined by case law).</p>
<p><strong>Dealers and Distributors May Be Franchisees</strong></p>
<p><strong> </strong></p>
<p>The analysis of whether a distributor or a dealer is a franchisee under law frequently focuses on whether there is a “franchise fee” being charged. The FTC Rule defines a franchise fee very broadly. The intention is to cover all required payments. The only exception is a payment made at a bona fide wholesale price for reasonable amounts of merchandise  for resale. If a licensor or supplier provides substantial training, support, and assistance, it may be difficult to argue that there are no “hidden” fees for these services, imbedded in the product prices.</p>
<p>Laws vary in the definition of a “franchise fee.” However, even without a “franchise fee” as defined above, certain business opportunity laws and special dealer laws will cover dealer agreements. Care must be taken in structuring all distribution agreements to avoid or comply with such laws.</p>
<p>TIP: For a dealership to not be a franchise, normally the only payment that can be paid to the supplier is a bona fide wholesale price for goods for resale. Business Opportunity and Dealer laws may apply.</p>
<p><strong>Summary</strong></p>
<p><strong> </strong></p>
<p>Whether license or distributorship agreements can be made “franchise­proof” often depends upon the jurisdictions involved, and willingness to modify the agreement to exclude definitional elements under these laws.</p>
<p>Businesses must be especially careful to consider the applicability of franchise and similar laws in the following agreements and relationships:</p>
<p>(1)  Trademark license agreements, especially those with marketing assistance;</p>
<p>(2)  Dealer and distributorship agreements, especially those that involve use of a unified trademark on products or services, and that require payments to the supplier for anything other than products for resale;</p>
<p>(3)  Joint ventures and “strategic alliances”, especially those that involve use of a unified trademark;</p>
<p>(4)  While rather rare, retail subleases with co-branding using a unified trademark, and percentage rent, plus marketing assistance;</p>
<p>(5)  Business start up consulting offers, with or without permission to use the sellers’ trademark.</p>
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		<title>The Perfect Funding Method, Reg D 504</title>
		<link>http://www.profranconsultants.com/private-placement-offerings/reg-d-504-ppm/the-perfect-funding-method-reg-d-504/</link>
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		<pubDate>Sun, 06 Sep 2009 21:32:06 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Reg D 504 PPM]]></category>

		<guid isPermaLink="false">http://profranconsultants.com/?p=163</guid>
		<description><![CDATA[Rule 504 This rule is considered by many as the perfect answer for the company just starting out that needs to raise less than $1 million but can&#8217;t afford to go through the whole SEC registration process. Until they grow to a point where they can afford it, Rule 504 offers such companies an out: [...]]]></description>
			<content:encoded><![CDATA[<p><strong>Rule 504</strong></p>
<p>This rule is considered by many as the perfect answer for the company just starting out that needs to raise less than $1 million but can&#8217;t afford to go through the whole SEC registration process. Until they grow to a point where they can afford it, Rule 504 offers such companies an out:</p>
<ul>
<li>An exemption to raise up to $1      million</li>
<li>No disclosure criteria</li>
<li>Few general solicitation and      resale restrictions</li>
<li>No limit as to the number or      type of investors</li>
</ul>
<p>Actually, Congress&#8217;s original intent in 1982 for Rule 504 was to &#8220;set aside a clear and workable exemption for small issuers to be regulated by state blue sky requirements, but by the same token, to be subjected to federal anti-fraud provisions and civil liability provisions.&#8221; Rule 504 exemption is provided for almost any type of organization, including corporations, partnerships, trusts, or other entities. However, it is not applicable to companies already reporting to the SEC (subject to the &#8217;34 Act) or investment companies.<span id="more-163"></span></p>
<p><strong>You Cannot Exceed $1 Million.</strong> The total offering amount under Rule 504 can be up to $1 million in a 12-month period, less the aggregate offering of all securities sold within 12 months before the start of a 504 offering. So, if a company has raised $100,000 in private money in the previous 12 months, it can still raise up to $900,000 without being accused of breaking the rules, or integration.</p>
<p>Generally speaking, there are no specific disclosure requirements under Rule 504 (disclosing what the company is about, what it intends to do, or who is connected with it). This means that, theoretically, an issuer can have a purchaser sign a subscription agreement and purchase stock without any information about the company being disclosed. However, the rule is dependent on the blue-sky laws of each state in which the securities are offered. This means that if a state&#8217;s blue-sky rules require disclosure, it must be provided regardless of Rule 504.</p>
<p>Rule 504 also provides that at least $500,000 of securities must be sold pursuant to a registration under a state&#8217;s securities law. Consequently, an offer must comply with the blue-sky laws of each individual state in which it is offered. In many states, this negates the effective simplicity of Rule 504 and the federal government&#8217;s intent, because many states&#8217; blue-sky laws are more restrictive than Reg D.</p>
<p>A word of caution to the entrepreneur&#8211;regardless of the amount of disclosure the issuer is willing to provide, Rule 504 does not dismiss the issuer from the federal requirements, nor is there an exemption from the fraud provisions, including the areas of material omissions or misstatements. The penalties for noncompliance are severe, including monetary fines and mandatory jail sentences.</p>
<p><strong> </strong></p>
<p><strong> </strong></p>
<p><strong>Number of Investors</strong>. With its limited disclosure requirements, Rule 504 also allows an issuer to sell securities to an unlimited number of investors. Theoretically, a company could raise $1 million by selling its stock at a penny a share to 100 million different investors. Obviously, the economics are not too attractive, but there&#8217;s no rule that stops an issuer from selling $500 blocks of stock to 2000 investors. Rule 504 is the only rule under Reg D that permits an unlimited number of investors.</p>
<p>A final note on Rule 504 is that the exemption provides for sales of securities of either debt or equity. This opens the door for combinations of both via convertible debentures. By way of explanation, convertible debentures are a debt issue (debenture) that is convertible to a preferred or, most commonly, common stock at some future date, usually at a predetermined price.</p>
<p><strong>Alternate Exemptions</strong></p>
<p>There are several other rules and exemptions besides the Reg D exemption discussed above. They are worth looking into and are discussed below under the headings of Regulation A and the Small Corporate Offering Registration (SCOR).</p>
<p>As pointed out in the last section, the principal advantage of an exemption from registration is that the buy-and-sell transactions can take place as soon as the parties decide to proceed. It eliminates the necessity of preparing and filing a prospectus with the SEC, and it saves legal costs, plus accounting and registration fees.</p>
<p>Exemptions under the Securities Act of 1933 (&#8217;33 Act) are listed as exempted securities and exempted transactions. They can save both time and money. The only drawback is they can take a legal genius to interpret them. They&#8217;re full of loopholes, and the courts have shown no qualms about ruling against the entrepreneur in their interpretations. Regardless, the end results should make them worth pursuing. But since the whole area of exemptions is so complex, the entrepreneur should not proceed without first seeking the advice of qualified legal counsel to determine the best form of exemption to apply for.</p>
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		<title>Why Buy a Franchise?</title>
		<link>http://www.profranconsultants.com/hot-franchises/why-buy-a-franchise/</link>
		<comments>http://www.profranconsultants.com/hot-franchises/why-buy-a-franchise/#comments</comments>
		<pubDate>Sun, 06 Sep 2009 21:29:35 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Hot Franchises]]></category>

		<guid isPermaLink="false">http://profranconsultants.com/?p=161</guid>
		<description><![CDATA[The decision to purchase a franchised business can be an exciting and rewarding decision. There are many types of franchise businesses offering you new opportunity, independence, growth, challenge, a comfortable income, prestige and security.  However, many important questions need to be answered, both by you and by the franchisor before you make a decision to [...]]]></description>
			<content:encoded><![CDATA[<p><strong>The decision to purchase a franchised business can be an exciting and rewarding decision.</strong></p>
<p>There are many types of franchise businesses offering you new opportunity, independence, growth, challenge, a comfortable income, prestige and security.  However, many important questions need to be answered, both by you and by the franchisor before you make a decision to buy.</p>
<p>There are over 2,500 franchise businesses being offered throughout the United States today.  The right one for you will depend on many factors such as the franchise fee; start up costs of the business, your financial goals, available business locations, business hours and experience required.</p>
<p>One important thing to know is that franchising is almost a sure thing.  Less than 4% of all franchises fail according to the U.S. Department of Commerce.  That is amazing because the failure rate for non-franchise businesses is as high as 85%.<span id="more-161"></span></p>
<p><strong>What kind of franchise do I buy?</strong></p>
<p><strong> </strong></p>
<p>There are two basic types of franchisor: the infant franchisor and the mature franchisor.  Both have their advantages and disadvantages.  Let’s take the infant franchisor.  The franchise fees and royalties are usually lower.  Also, this franchisor may offer area development agreements which allow the franchisee to open multiple franchises within a defined territory. Area development agreements designate a specific number of franchises but additional units may be opened without additional franchise fees.</p>
<p>The more mature franchisor may only offer single franchises at a higher cost per unit. However, each franchise may have greater earning potential up front because of name recognition. A mature franchisor usually offers time tested training and well developed support systems to the new franchisee.</p>
<p><strong>It is important to understand that a franchise is a contractual relationship.</strong></p>
<p>Most people believe that a franchise consists of the concept or idea that is being offered, the brick and mortar business, the operations of the business and a variety of other things.  However, when you purchase a franchise you are really buying a contractual agreement defining the relationship between you and the franchisor. This agreement may be binding for twenty years or more.</p>
<p>The value or worth of the franchise is determined by what is contained in the agreement.  Too many buyers get caught up in the “sizzle” of the business and fail to understand the obligations they are committing to.  Don’t overlook the fact that you are buying an agreement that you must live up to for a long period of time..</p>
<p><strong>The franchisor is required by the Federal Trade Commission (FTC) to furnish a potential buyer with a full disclosure document at the first personal meeting.</strong></p>
<p>The disclosure will provide information about the franchisor and the franchise business.  Included will be the business background of the franchisor; names of the officers, directors and key personnel; the initial fees and costs of getting into the business; obligations of both the franchisor and franchisee before and after the business is opened; terms and conditions of the franchise; a copy of the actual franchise agreement and many other important matters.</p>
<p><strong>Never rely on verbal commitments or promises from a franchisor or franchise broker.</strong></p>
<p>Study the agreement very carefully and understand what it says.  Question anything you don’t understand and ask for a written explanation. Don’t rely on verbal interpretations or explanations.  Protect yourself by getting everything in writing, especially promises, projections or commitments that are not in the franchise agreement.  If it’s not in writing, it won’t stand up in court!</p>
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		<title>Profran Consultants Can Explain How Franchising Works</title>
		<link>http://www.profranconsultants.com/profran-consultants-news/profran-consultants-can-explain-how-franchising-works/</link>
		<comments>http://www.profranconsultants.com/profran-consultants-news/profran-consultants-can-explain-how-franchising-works/#comments</comments>
		<pubDate>Sun, 06 Sep 2009 21:27:33 +0000</pubDate>
		<dc:creator>admin</dc:creator>
				<category><![CDATA[Profran Consultants News]]></category>

		<guid isPermaLink="false">http://profranconsultants.com/?p=160</guid>
		<description><![CDATA[Thinking of getting into your own business? Don’t know where to begin? Don’t know what type of business or the costs associated might be? Profran Consultants are profession franchise consultants who understand what you are experiencing and know how confusing the process might be for some. Our consultants want to make the experience a pleasant [...]]]></description>
			<content:encoded><![CDATA[<p>Thinking of getting into your own business? Don’t know where to begin? Don’t know what type of business or the costs associated might be?</p>
<p>Profran Consultants are profession franchise consultants who understand what you are experiencing and know how confusing the process might be for some. Our consultants want to make the experience a pleasant one by educating you in the procedures of search for the right franchise, understanding what a franchisor wants from you and coaching you in the process that allows you to have a better chance of succeeding in by accepted. Most people don’t realize that franchises are not sold but awarded. You cannot buy a franchise, but instead be licensed to operate the business under the franchisor’s trade name and marks.<span id="more-160"></span></p>
<p>All franchisor’s want you to follow various procedures which includes completion of a confidential franchise application form, go through extensive interviewing and make a decision within a reasonable period of time, sign a franchise agreement and pay the initial franchise fees. It might feel like a lot of pressure and stress but frankly every franchisor basically requires the same thing from every franchise candidate.</p>
<p>Profran Consultants can make the experience more enjoyable and be at your side while you research the business opportunity.</p>
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