Most companies do not attempt an IPO's without an underwriter. Lawyers and accountants can do a lot of the work but usually lack corporate finance and underwriting experience. Doing an IPO without an underwriter involves the same process as with an underwriter. The same work and procedures are required except there is no underwriter to perform the underwriter's function.

An extended selling period is available for an IPO without an underwriter. Once the registration statement becomes effective the selling period begins. Shares in the offering can be sold by the company and licensed stock brokers. Typical selling periods are three to four months, but can be as long as nine months. This type of offering does not have a minimum amount of money that must be raised. The proceeds for the sale of shares are not escrowed and are immediately available to the company. During the offering period an application for a NASDAQ listing is submitted. The listing will not be granted until the offering is closed and the company submits a list of new shareholders.

We are not an underwriter but has extensive experience in underwriting, public offerings, selling syndicates, and investor relations. In an IPO without an underwriter, we will prepare and manage all aspects of an IPO. We provide a company with a fixed price to complete an IPO. We hire the financial writers, lawyers and accountants to perform the respective writing, legal and accounting functions. After corporate housekeeping, audits, and financial writings are complete, we proceed directly with the preparation and clearance of the registration statement. The registration statement if followed by state blue-sky filings and the search for brokerage firms to help sell the offering. When the offering clears the SEC and state regulators, we guide the company through the selling period.

We can complete an IPO within 6 months. This is accomplished by using financial writers, lawyers and auditors who are paid by the project rather than by the hour. Once begun, the project is not stopped until completed. We complete all of the state and federal compliance requirements and clears the offering prospective prior to shopping the offering to stockbrokers. The corporate finance unit of an investment banker normally performs this function. At this point a securities brokerage firm can participate in the offering without being an underwriter.

We shop the offering to securities brokerage firms. We do not ask these firms for a commission reduction to reflect the fact that we developed the IPO. We provide for a full commission to induce brokerage firms to participate. The offering is shopped to securities brokerage firms in smaller cities like Jacksonville, Portland, Kansas City, and Phoenix. Brokerage firms who don't have the corporate finance capability to develop an IPO and earn 10% commissions are usually very interested. A brokerage firm typically earns less than $100 on the $10,000 stock sale. In an IPO without an underwriter they make a $1,000 commission on a $10,000 sale plus the prestige of offering their clients an IPO.