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The California Stock Exchange
1. Products available (featured service providers) now to aide entrepreneurs and investors.
2. Movement for set of proposed financial reforms to reinvigorate small company financing. Seek to pass in CA first and in D.C. later.
Legalize Small Securities offerings – Click Here for more info
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AB 2081 Factsheet
Small-Business Tax Breaks
• Permanently eliminate capital gains taxes on investments in C corporations with less than $50 million in assets. This break would be exempt from the alternative minimum tax, and investors would have six months to roll over their gains into new investments in small businesses.
• Allow businesses to write off 100 percent of their capital expenditures (e.g. new equipment) this year, extending a bonus depreciation break that had been in effect from September 8, 2010 to January 1, 2012.
• Provide small businesses with a 10 percent income tax credit on new payroll—either new employees or higher wages for existing employees—added in 2012.
• Permanently double the deduction for the expenses of starting a new business from $5,000 to $10,000.
Access to Capital
• Allow businesses to raise up to $1 million a year through crowdfunding—using the Internet to solicit small equity investments from large numbers of people.
• Permit small companies to offer up to $50 million in stock to the public without registering it with the Securities and Exchange Commission. The current limit for such Regulation A offerings is $5 million—too low to be of much use.
• Phase in costly financial statement and audit requirements for small, young companies during their first five years after an initial public offering. This would encourage more companies to go public by reducing the costs that go along with it.
• Expand the Small Business Investment Company program, which provides loans to venture capital firms licensed by the Small Business Administration. These firms use this money, along with capital they raise themselves, to invest in small businesses.
1. To ensure most the capital coming into small companies is able to be used by the company to create jobs and implement their business plan rather than going to lawyers, accountants, insurance cos., printers and bureaucrats.
2. To reduce the time and complexity of raising capital.
3. To modernize communication between companies and investors utilizing all major electronic digital tools including social media.
Relevant background facts
1. The founder of CalX, Howard J. Leonhardt, was also the founder of Bioheart, Inc. an adult stem cell company in clinical trials for treating advanced heart failure. The company was the only biotech IPO of 2008 and raised $6.5 million towards their goal of raising $7 million to finance the final leg of their Phase II/III clinical trials. Unfortunately over $4 million of the raise was taken by bankers, lawyers, accountants, insurance cos and regulatory agencies, thus leaving the company short of funding the completion of their clinical trials. This experience prompted the formation of The California Stock Exchange and these suggested reform measures.
2. To create the jobs and economic growth necessary to get us out this recession CalX founders believe we need to fully fund over 6000 venture backed emerging companies annually. The first quarter of 2011 only 11 venture backed companies achieved IPOs and none of them were small IPOs under $8 million.
3. INTEL one of California’s leading tech employers was an $8 million IPO. There are many potential INTELS out there today that are not getting funding.
4. The current financial regulations make a successful under $8 million IPO almost impossible to achieve. What the country needs most is hundreds and thousands of successful under $8 million IPOs.
CalX Small Business Finance Reform Measures
• Capital may be raised over the internet utilizing all social media and video conferencing tools available.
• No underwriting fees. Savings up to $1.8 million per offering.
• SEC fees reduced by 50% from $10,000 to $5,000
• NASD Fees reduced by 50% from $3000 to $1500
• Printing of prospectus requirements eliminated. Savings $100,000
• Accounting fees eliminated. Savings up to $200,000.
• Legal fees eliminated. Savings $300,000.
• Blue Sky Fees reduced by 50% from $25,000 down to $12,500.
• Exchange entry fees reduced from $64,000 to $1,000
• Exchange annual fees reduced from $12,000 to $1,000
• Transfer agent and registar fees reduced from $5000 to $1000. eFilings.
• Accredited investor qualification reduced from $1,000,000 without home to $500,000 with home.
• All companies on CalX Exchange pool into same shareholder litigation insurance pool.
• All companies on CalX Exchange pool into same health insurance savings plan.
• All companies on CalX Exchange pool into same D&O insurance coverage.
• All companies on CalX Exchange pool into same liability insurance coverage plan.
• All companies on CalX Exchange pool together into groups of 15 for microloan coverage under mutual consent.
• Registered brokers can make 10% capital raises including after market sales.
• Non-registered brokers/consultants can make 5% on capital raises including after market sales. Non-registered brokers include web sites and blog writers.
• All brokers registered and non-registered can work hand in hand with no barriers with research analysts to get information out on companies and industry segments. No glass walls in firms.
• Companies can publish and distribute their own research analysis.
• Companies, brokers, employees, officers can defend their companies and post truthful information and even personal opinions about their own company or their competitors on any internet forum page without hindrance.
• Venture Capital firms or accredited angel investors investing more than $1 million may receive a 25% discount on securities purchases.
• Private placements can be made online over the internet with full marketing capabilities with up to 250 non-accredited shareholders without registration (up from 35).
• Audited financials not required for companies with revenues under $8 million and/or capital raises under $8 million.
• Information posts on websites, blogs, Twitter and Facebook pages qualify as public disclosure of information.
• Angel investors can write off their tax returns up to $200,000 in losses in investments in small companies.
• Zero capital gains on small company investments.
• Our small board companies can raise $1000 each from any investor unlimited numbers and $50,000 each from accredited investors unlimited numbers.
• CalX company CEOs, COOs or CFOs have to hold open forums to answer questions from any investor once each quarter.
• CalX Exchange company shareholders directly elect directors for the member companies and set their salaries, benefits and stock option packages.
• All IPOs should be Dutch Auction style and should be fully open to all investors from the beginning.
• All CalX Exchange listed companies require a minimum of one officially designated endorsing investor and maximum of three with experience in that sector that has done due diligence on the company and is willing to have their name and information posted as an endorsing investor. These investors will receive a 50% discount on the currently traded price of the shares.
• Designed to stimulate 300,000 small company IPOs in the USA a year, 150,000 in California alone.
• Cuts cost of an IPO from $3 million down to under $40,000.
• Allows social media tools to be used to full extent to find capital worldwide to stimulate job creation.
• Companies seeking to be listed require endorsing investors with experience in field that put their name at stake for listing and have invested their own funds.
• Companies seeking to be listed must be affiliated with an endorsed business incubator or have an experienced board of directors.
• Companies seeking to be listed must satisfy a social good requirement. We will only list companies on our exchange following the model of conscious capitalism or social entrepreneurship “seeking to do well by doing good”. This is designed to gain wide spread support for our financial reform measures and to bridge the gap between the right and the left. It is also a strong conviction of the founding members of the California Stock Exchange.
• Immigrant applicants that seek a green card can be fast tracked to receive one if they agree to invest minimum of $40,000 a year for 10 years in a small U.S. company.
• Listed company CEOs must hold quarterly video conferences updating shareholders on company progress and opening up to no less than one hour of open un-filtered questions from shareholders.
• State pension funds invest 10% of their holdings in small companies in their state.
• Local investing networks are sub-units of CalX to stimulate people to invest in their own communities (very much how Patch.com eNewspaper works). We will endorse in each community a specific local investment fund or selection of funds. Each town will have their own sub-exchange to The California Stock Exchange.
• Microloan financing groups of 15 formed to stimulate capital to the smallest of micro enterprises.
• Export financing – helping foreign buyers to buy U.S. goods and services expanded greatly with a bank guarantee program.
• Public sector matches of private sector investments in job creating enterprises.
• Special provisions for listed members for lower insurance and litigation risk costs.
• More invested capital goes towards product development and job creation less towards lawyers, accountants, bureaucratic fees and insurance.
• Based on their belief in what we are seeking to do to stimulate economic growth, and our lower cost structure, we plan to ask Apple, Google, Facebook, Pandora and other leading California companies to exclusively list their stocks on the big board of our exchange.
A WAKE UP CALL FOR AMERICA – plan for bringing back the small company IPO and job creation presented in front of Congress – By: David Weild – Download
Hearing on legislative proposals to promote job creation, capital formation and market certainty – By David Weild – Download
“The California Stock Exchange is for anyone motivated to act on, propel or accomplish social good, whether an entrepreneur, social activist, or artist. When people do what they love and believe in, they create stronger more sustainable businesses with more loyal followers and in turn, will create a stronger more sustainable economy. Our clear goal is to create 23 million new jobs over the next decade; jobs that people love.”
– Howard J. Leonhardt, Founder
E Party Intro Speech – Click Here
“Poverty is not just a lack of money; it is not having the capability to realize one’s full potential as a human being” – Amartya Sen
CalX and The Entrepreneurship Party strongly endorse this “Entrepreneurs Access to Capital Act”. Write your representative letting them know that you want them to vote yes on bill HR 2930.
“Entrepreneur Access to Capital Act,” <http://www.rules.house.gov/Media/file/PDF_112_1/legislativetext/HR2930%201027b.pdf> (PDF link) the legislation in question — which was amended by the House committee on financial services this week and now goes before the full House for discussion — would make it easier for small businesses or individuals who want to start a company to raise funds from investors <http://www.reuters.com/article/2011/11/01/us-crowdfund-regs-idUSTRE7A06BJ20111101> . In a nutshell, the new law would exempt those investors from most of the regulatory tests they currently have to pass before they can invest in the shares of a private company, and allow them to invest through crowdfunding platforms such as The California Stock Exchange and RocketHub.
Movement Aims To Rally Investors To Fix IPO Market – Click Here
Cal-X plans to use only a Dutch auction process for future California Stock Exchange IPOs which allows shares of an initial public offering to be allocated in an impartial way. All successful bidders pay the same price per share.
Benefits to Investors
• Equal Access – Qualified investors, whether institutions or individuals, have equal access to bid on IPO shares through our OpenIPO auction.
• Fair Allocation – Shares are allocated in an impartial way by the auction process. There is no preferential allocation.
• More Flexibility – Investors bid for shares at a price they feel represents a fair market value for the company. They can also submit multi-tiered bids, indicating different amounts of interest for shares at different prices.
• Equal Treatment – All individual and institutional investors pay the same price per share.