What is an S-1 Registration?

Companies use the S-1 registration statement to make disclosures, as required under the Securities Act of 1993, for a public offering of securities. The securities can include, for example, equities (common or preferred stock), warrants, debt offerings, or a combination of these. A company making a public offering is exempted from filing an S-1 (and gets to file a kinder, gentler form) only if it has been filing annual (10-K) and quarterly (10-Q) reports with the SEC for at least three years and meets certain additional criteria. For that reason, an S-1 filing company is sometimes called “unseasoned,” but that term only refers to its trading history as an individual company. Although a firm filing an S-1 can be a fledgling company with few employees it can also be a large division, being spun off of a public company, or a prominent private firm.

The following discussion uses the example of an S-1 for an equity offering from a company that has never previously sold stock to the public. However, many of the comments are applicable to any S-1 filing and also relate to the S-1/A, an amended form that adds detail to the initial document.

From an investor perspective, an initial S-1 form provides the first glimpse of a company’s preliminary prospectus, also known as a “red herring,” which contains a wealth of information about the filing company. Companies often file S-1’s with the SEC long before they make printed prospectuses available to the public, so investors can get a head start on their research by reading SEC filings. Thanks to the electronic dissemination of SEC documents through www.sec.gov this can give you free access to new preliminary prospectuses, as well as amendments and other documents related to initial public offerings, shortly after their filing.

Can You Make Your Small Company Public?

Have You Tried To Raise Money Privately?

FACT – It is easier to attract private placement investment capital if your company’s common stock is already publicly traded. A ticker symbol provides liquidity for shareholders and is a great corporate tool to attract private placement capital. This tool provides assurances to the restricted capital investors that there is a ‘light at the end of the tunnel” and they will be able to realize an eventual return on investment.

Champagnenw specializes in providing the tools necessary for a small developmental stage company’s stock to become listed on a public trading medium in a cost-effective manner. We are your bridge to the public market.

Disadvantages of Going Public

  • Public Reporting – Being public requires certain reporting to the government and to shareholders. This requires time and expense, for example, audited financial statements.
  • Confidentiality – Being a public company requires full disclosure; management can no longer keep the actions and progress of the company confidential.
  • Dilution – By becoming a public company, whether through an IPO, DPO or a “shell merger”, the present shareholders will give up some equity of the company and be diluted in their percentage of ownership.
  • Liability – Management has certain additional liability required by law to the shareholders and to the public. Being public allows additional visibility, which automatically increases the level of liability.
  • Maintaining stock value – Being a public company requires a certain amount of public relations, both to the public and to the financial community, to keep the stock trading at a level, which reflects the value of the company. This requires both time and money.
  • There are several different options available to companies desiring to go public. Each has its own advantages, disadvantages, state and federal requirements, time constraints, and costs. Careful consideration should be given as to the method used to achieve a public company, and the advice of professionals should be sought.

Advantage of Being a Public Company

  • A public offering of company stock will improve the company’s net worth, enabling the company to obtain capital or borrow money on more favorable terms.
  • A public company can more easily expand through acquisitions, using its own stock rather than depleting needed cash.
  • The company may be better able to attract and retain more highly qualified personnel by offering stock options, bonuses, or other incentives involving company stock with an ascertainable market value.
  • Through public ownership of its securities, the company may be in a position to gain prestige, become better known nationally, and improve its business operations.
  • There is an easier possibility of converting debt to equity and to strengthen the company’s balance sheet.
  • An equity offering from a lender’s perspective strengthens the financial condition of the company (reduces leverage).
  • Future financing may be obtained more easily since the company can offer investors security that is liquid, more freely tradable, with an ascertainable market value.
  • Liquidity for the owners of the company, including founders, venture capital and other professional investors, can be achieved under Rule 144 Taking a company public may enable the company to eliminate existing personal guarantees to lenders and others and generally allow the company to avoid any future personal guarantees.
  • Establishing a public market for the stock usually allows the founders and owners to achieve a psychological sense of financial success and self-fulfillment and an exit strategy.

Read: How to Get Listed on OTCBB?

How We Can Help You?

The public markets aren’t just for big companies. In fact, the public markets can offer an excellent environment for small businesses to grow. At CNENW, we’re dedicated to helping small businesses go public.

  • Education. Our first objective is to educate business owners about the process of going public and numerous benefits offered by the public markets.
  • Registration. If your company is a good fit for the public markets, our second goal is to help you register your securities at the state or federal level. Contrary to popular wisdom, it’s possible to begin trading on the public markets without mountains of red tape. We can guide you through the process, helping you keep costs down. Our network of world-class professionals truly cares about small business, and when you allow them to consult on and produce your paperwork, you’ll save hundreds of thousands of dollars in the process of joining the public markets.
  • Compliance. Finally, through our Professional Associates, we work with small public companies to help them maintain compliance with the SEC regulations in order to remain listed as a public company.

The basic registration form is Form S-1. It requires companies to disclose, among other things:

  • A description of the company’s business;
  • Properties of the company;
  • Material transactions between the company and its officers and directors;
  • Competition;
  • Identification of officers and directors and their remuneration;
  • Certain pending legal proceedings;
  • The plan for distributing the securities; and
  • The intended use of the proceeds.

The S-1 is not prepared as a fill-in-the-blank form like a tax return but is similar to a brochure, with the information provided in a narrative format. There are also detailed requirements concerning financial statements, including the requirement that such statements be audited by an independent certified public accountant (PCAOB qualified).

In addition to the information expressly required by the form, the company must also provide any other information necessary to make the statements complete and not misleading.

How to Get Listed on OTCBB? Common FAQs Answered

Following are the requirements to file with the SEC to go public on the OTC Bulletin Board: 

  1. The company is earning revenue, or if not earning revenue, the company can show that it is a real business with one or more employees working fulltime in the business. The company need only be in business for a short time, as little as one month. The company also needs to be incorporated, have a bank account and have auditable financial records

  2. The company has or can obtain no less than 40 shareholders in order to be “public”. If a company is unable to secure 40 shareholders on their own, we may be able to help to obtain the minimum number.

  3. The non-insider shareholders (excluding management) must have purchased a minimum of 400,000 shares of the company’s stock that can be registered with the SEC as the “float” when the company is listed and publicly trading, e.g. 40 shareholders pay $2,000 each and buy shares at 20 cents so they get 10,000 shares each. Those 10,000 shares x 40 shareholders equals 400,000 total shares or $80,000 which in most cases will cover the entire cost of going public.

  4. In order to be eligible to go public the company needs to hire an auditor and obtain an SEC qualified audit.
  5. From the time the audit is complete and the registration statement is filed by H2GO, the fastest the company can become public with a stock symbol is 60 days. Sometimes it can take up to six months if the SEC has a lot of questions about the history of the company or other items contained in the registration statement or audit. Once the company is cleared by the SEC (referred to as “going effective”) it needs to be approved by FINRA (Financial Regulatory Authority). That process takes about 30 days and the company needs to be sponsored by a Market Maker (MM), whom we will assist you with.

  6. Once a company has its stock ticker symbol it can proceed to arrange various different funding programs that are not available to private companies which we and our resources will help to arrange. PIPE funding (Private Investment in Public Equity) would be one of the sources for funding, which may include a line of credit as much as $10 million to help a newly public company get started. 


    Yes, they can. We have been very successful with Asian and European clients

    Will you be successful in taking us public?

    The short answer is, YES! As long as the control persons of your company don’t have issues that you have not disclosed to us, and as long as you are cooperating with us during the process, you will become publicly traded. 

    What do you charge for your service?

    A flat fee of $40,000 with $20,000 due on signing our agreement and the balance of $20,000 when you achieve trading status. 

    What would it cost to buy an existing OTCBB “shell”?

    Fair market value these days is in the $400,000 range and about 10-15% of your company. 

    Will you raise money for me when you take us public?

    No, we take companies public by self-filings. No money is raised as an actual part of this process. That said, we do have many real investment bankers we can refer you to.

    Is there a possibility that there will be any extra costs involved?

    No, except for your financial audit, our fee will include all services to get your company listed publicly on the OTC Bulletin Board with a stock quote. With the exception of your Audits, EDGARIZING costs and Transfer Agent (TA).

    Who pays for the company’s audited financials, if needed?

    You pay for your own audit. We will recommend a very reasonable and experienced auditor if you need one. 

    How much does the financial audit cost?

    An audit can cost anywhere from $4,000 for a startup company with limited operations to $25,000 or more for an extremely complicated company audit. 

    Do you have an accounting firm you can refer us to for our financial audit?

    Yes, we have PCAOB registered accountants who we refer to and, because of the volume of business we send them, give considerable discounts to our clients. Our recommended auditor can give you an estimate of cost after an initial free consultation. 

    What is the difference between the Pink Sheets and the OTC Bulletin Board (OTCBB)?

    The Pink Sheets and the OTC Bulletin Board are competing for quotation services for OTC securities. The Pink Sheets is a privately owned company, while FINRA operates the OTCBB. Unlike the OTCBB, issuers do not have to be fully reporting companies with the Securities and Exchange Commission (SEC) to be quoted on the Pink Sheets. It is widely accepted as fact that the OTCBB is a better and more established trading market than the Pink Sheets. Thus, we only take our clients public on the OTCBB, except in special circumstances.

Spider-Man Will Be Getting Post-launch DLC On October 23

James Stevenson the director of Insomniac Games has made an announcement on the PS blog about Spider-Man. The direction made it known that the game will receive a post-launch DLC around October 23. With the title called The Heist, the DLC remains the first of the 3-part expansion of the game known as The City Spider-Man’s circle. For every part of the game, you will discover a new and different character from the circle of enemies and friends. The first will be Spidey’s ex-flames.

This is a great move for any fan of Spider-Man. Keep exploring if you want to discover every character in the game. Black Cat called Felicia Hardy remains the main focus of The Heist. In the main gain, players will find information about this character flowing throughout NY. This gives a simple detail that Felicia Hardy is now operating in the city again. Once The Heist is launched, that is when you will begin to see Black Cat.

Bouncing between three ladies is what Peter Parker like doing in the comics. These women are Felicia Hardy, Gwen Stacey, and Mary Jane Watson. The game has confirmed the appearance of Mary Jane already can be found playable in some missions. Gwen Stacey will die in most comic incantations. This death will take place in Parker’s early career period as a superhero. This means that Stacey is no longer appearing prior to the creation of the game.

The game has it that Peter has never really had any relationship with Felicia. It is often known that Hardy remains the sex figure that likes captivating the heart of Peter from having anything with Jane. Felicia who is often called Black Cat remains a jewel criminal officially prior to attempting in become an anti-hero to captivate the attention of Spider-Man. Felicia usually likes calling Spider-Man “Spider”. The affection Felicia has for Peter is found between love and lust in every appearance of the character. One thing is certain, Felicia always likes to be close to Spider-Man and not Peter. This simply means that Felicia likes Spider-Man without his normal mask.

In November, Turf Wars will follow The Heist DLC. In December, Silver Lining will be the next on the list. Turf Wars may eventually unveil several gang leaders. In the case of the Silver Lining, it remains a DLC Sable that remains an enemy in PS4’s Spider-Man. New story missions, suits, enemies and challenges will be found in all three DLCs. For each expansion, you can find it for just ten dollars. The entire City That Never Sleeps series will only cost you around twenty-five dollars. The Spider-Man Digital Deluxe Edition will be included in the pack of The City That Never Sleeps.

It is now available for pre-order to gamers wanting the game. On September 7, gamers will be able to enjoy the full package of Spider-Man. Accessibility of the game will be on PS4 and people can now make their pre-order.

PUBG Crossed 100 Million Downloads On Mobile

On iOS and Android platforms together, PUBG mobile downloads have crossed one hundred million. According to Tencent Games the original franchise operating PUBG, the company has been able to achieve this goal within a space of 4 months of unleashing the game for public use. Last month, Fortnite milestone was achieved with total success. It is clear to mention that the achievement of the game to beat its milestone only occurred on iOS at the time.


PUBG remains a military-oriented shooter game that can accommodate up to one hundred players at the same times. These players are placed on the ground to rattle it out with themselves. Remember, in PUBG the last player standing will always remain the winner. The game is currently on Android, iOS, Xbox One and PC.  There was no in-game purchases when the PUBG mobile games were first launched. In fact, it remained free for anyone to play at the time of launching.

The developers of the game have added several styles, clothes, skins, upgraded progression pass and just to mention a few. These features will help buyers to purchase the premium option of the game to get optimum results. With these amazing features, it is sure that Tencent Games have been able to accumulate over fifty million dollars in sales. With the current blockbuster Mission – Impossible – Fallout, the game is presently hosting a crossover mission.

It has been updated with innovative game modes and maps for the same purpose. At the moment, the application of the game is making up to fourteen million active users daily excluding Korea, Japan and China. Fortnite has recorded more daily active players and overall downloads. Since PUBG was not brought to Google Play Store, it has an edge over Fortnite because of the exclusivity to the main official Android page.

On console and PC, PUBG has been known to be a pretty popular game. At the moment, the mobile edition of PUBG is doing well for several reasons. The mobile version of PUBG has been able to cross the Rubicon of over one hundred million downloads. This is huge and amazing news for anyone to hear. One amazing thing about this information is that three big countries where the franchise is well-known are not added to the count.

Check More: Everything You Need To Know About Fist Of The North Star – Lost Paradise

According to the publishing franchise, it is evident that PUBG was downloaded in over one hundred nations across the globe for the launch period. In fact, the daily fourteen million active users the company sees are enough to boost its popularity. The company has vowed to continue providing top-notch games will be the standard for the industry.


The huge secret for PUBG crossing over one million downloads is due to several reasons. First, the introduction of new features is something attracting more people to the game. Another thing is that the boycott PUBG has given to Google Play Store makes the game grow more in popularity. This is because many mobile users can now see the secret of downloading games through apps immediately.

Everything You Need To Know About Fist Of The North Star – Lost Paradise

It was an overshadowing moment when an announcement came highlighting that Fist of the North Star – Lost Paradise will now be available in the Western bookstores. Some busy activities and news only led to the information conveyed by the announcement. To be factual, this remains a huge success for anyone that likes the publishing franchise.

fist of north star

The game is created by the Yakuza Studio. This is the same company that helped to develop the Yakuza series. Nevertheless, the new game will come with an amazing gameplay. The structure and design of the new game conform to a similar appearance the Yakuza series. Running around in this game is made possible through a sandbox-style map. Groups of bandits and thugs will be beaten to death in the game.

There are some minigames that can keep you engaged when playing the official new game. Players will discover a special arcade that can help in linking to the old Fist of the North Star series. To be precise, the new game is simply a continuation of the Yakuza series. This can be confirmed through the footage that the new game is offering. At the top of the game, you will discover a kind of brilliance to boost the touch of the franchise.

In October, the Fist of the North Star – Lost Paradise will be released for public use. The game is a crossover between Sega’s action-adventure series and the post-apocalyptic manga classic Fist of the North Star. It is also a complete story of the Japanese underworld known as Yakuza. The truth is that many people will be happy to play the game when it comes officially in October.

Also Read: ASUS ROG Swift PG279Q VS Acer Predator XB271HU

The Yakuza series has featured a plethora of games ever since 2005. In time past, the Yakuza series contain samurai and zombies. The Fist of the North Star remains the first ever created game that portrays a completely fictional environment. The original manga by Tetsuo Hara and Buronson, Kenshiro remains the main character in the storyline. Kenshiro remains the next person in a position to a martial artist known as Hokuto Shinken.

The globe is now a hopeless fallow land due to the World War that occurred at the end of the 20th century. People who survived the war are not many and one law exists to control them all. The strong will have to control the weak because they are victims. The presence of Eden remains the biggest difference in setting between the Yakuza Studio and the manga. Eden remains a miraculous environment found in the center of a huge desert. It is also known as the only location where people can find hope.

Majority of the new game activities will take place in Eden. The developers of the game were able to establish a vibrant environment due to the addition of town. It is one of the best ideas that help the game to project common sense when played.

LG 32GK850G Ideal Display Gaming Monitor Review

The LG 32GK850G will help bring the visuals on your screen to life. It operates with a 165 Hz refresh rate and displays the G-Sync technology. This will help to prevent stutters and tears without causing any further latency.

For players, it is one of the best gaming solutions in the market. The agility of the device is fantastic and impressive. It is also among the list of the best gaming monitors that buyers like using today.

Performance And Display of LG 32GK850G

It is a gaming monitor that uses a VA panel and operates with a 2560 x 1440 resolution. It has 5ms response time and a 165 Hz refresh rate. With a maximum brightness of 350 m2/cd and 3000:1 contrast ratio, the product will help you enjoy every bit of your gaming activity. The PPI mode that the device offers is also enough to help you get smooth displays.

The LG 32GK850G works with comprehensive volume to give gamers the best result of gaming experience. When compared to a TN system, it provides eye-popping and vibrant displays. This VA panel gaming monitor has one hundred percent sRGB coverage an amazing precision. For daily use, the screen may be too warm and maintain Gamma at 2.3. The OSD has several options that you can choose from and play on.

Features And Design of LG 32GK850G

It makes use of a thin cabinet and stealthy matte black chassis to help you concentrate on the screen. This is a great optimization to the operation of the screen. It does not come like most curved gaming monitors but display a flat shape and design. The flat shape of this product makes it unique and a great marketing feature. Its double stage bezel unleashes a borderless design.

The frame should not be a problem for gamers. This is because the exterior of the monitor remains only 1.5mm. It is difficult to notice the 8mm panel borderline when using the screen. The light sphere is one of the biggest disadvantages of using this system.

There is an LED strip located at the corner of its circular design. This feature can also be transformed into several modes and colors. At the bottom of the product is the scroll wheel that helps you have access to the power button. The comfort and safety that the product brings will make you fall in love with it.

The G-Sync technology that operates the monitor makes it one of the best in the market. It has a beautiful and sleek design that glitters at a glance. Its calibrated functionalities and other impressive features are added value to the operation of the device.

If you are a professional gamer, then the LG 32GK850G may be the right product to buy today. It is easy to use and last for a long time. The product is also great for the price and magnificent in helping you improve your gaming skills. The performance of the monitor is better than most products for the price.

ASUS ROG Swift PG279Q VS Acer Predator XB271HU

The Acer Predator XB271HU and the ASUS ROG Swift PG279Q are great gaming monitors. Which of the monitor is great and better than the other? These games have the capability of producing the same effect in quality and smooth gameplay. They also have almost the same similar specifications, but making the best choice will depend on the upgraded features and design.

Benefits And Features Of PG279Q:

  • It comes with powerful and sturdy buttons. Refresh rate OSD functions and accessing aim point are possible due to hard buttons of the device
  • The super easy OSD menu regulators come with a joystick. While they may not be highly attractive, but can help you enjoy your gaming experience
  • The power LED is designed with nice style and attached on the bottom
  • The device has better looking and attractive box settings
  • It is sturdy and powerful ergonomic design
  • For monitor setup are enabled with the help of the bezels

Also Check: Why Is Acer Predator XB321HK The Best 4K Monitor For Gaming?

PG279Q Cons:

  • Users will discover only two USB ports
  • The logo of this device is distracting and reflective than the large Predator
  • For several setups, the buttons behind the gaming monitor are bad
  • The buttons are always difficult to access when trying to alter refresh rates
  • It comes with an exterior power supply. A heat dissipation problem may lead to creating this device with an exterior power supply
  • The stand is boring, ugly and large. People may not be happy to turn on to the ROG logo
  • At the corners, you will discover that the IPS glow look annoying

Benefits And Features Of XB271HU:

The product comes with four amazing USB ports. Two ports are on the side while the rest at the bottom

  • The front controls help access more multi-monitor
  • There are no bezels
  • The stand of the product is attractive and well-designed
  • Upgraded power supply
  • It comes with an elegant regulator of IPS glow

XB271HU Cons:

  • The bezels at the bottom of the device are more open than the sides. This means that the setup of multi-monitor will not be able to rock in well
  • There is no button for input select while appearing over six times on the front
  • The front-mounted LED at the bottom bezel looks odd
  • On the sides and at the top of the device, you will find three to four millimetre of LCD panel exposed
  • This gaming monitor does not come with a powerful stand
  • The stock settings are also not well-designed


Many people may tend to prefer the ASUS ROG Swift PG279Q, but the IPS glow seems to put users off. The shortcomings of the PG279Q may be something that people can easily ignore. Just like the PG279Q, the Acer Predator XB271HU also comes with some slight limitations.

There are no bezels in the XB271HU, making this gaming monitor access and great to use. Above all, your preference and desire will help to make the best decision in a time of need. This review confirms that there is no clear winner between the ASUS ROG Swift PG279Q and the Acer Predator XB271HU.

Why Is Acer Predator XB321HK The Best 4K Monitor For Gaming?

Due to the high price, some people may simply reject the Acer Predator XB321HK. Is the device actually more expensive than other monitors of the same category? One thing is certain about the product, it comes with the G-Sync technology.

This is an added value that can increase the cost of any monitor of the same accessibility and performance. Do you know that some exorbitant products may actually merit their cost? Premium features from this product will not only make you like the Predator XB321HK, but invest in it as well.

Features And Advantages:

The advantages and features of the Predator XB321HK are beyond anticipation. Keep reading to see how the product benefits you.

  1. The immersion and in-depth image are some of the great features of the product. The jumbo screen helps you to experience an amazing feeling about the device. With clarity and smoothness, the 60 FPS framerate of the product can still deliver well.

The G-Sync technology has been the drive to helping you enjoy the in-depth image and immersion. When using an ultra HD monitor, it is important to set your detail levels to work well. This is also applicable to the XB321HK.

  1. The XB321HK is a great monitor that delivers great accuracy with its out-of-box feature. Without opening the OSD, you can count on the image quality of the device.

Setting Gamma on 1.8 and contrast to 40 will help to unveil the product’s full performance. With these changes, you will advance the quality of the product to the highest level.

  1. If you are going for a high-end gaming competition, then selecting this product is a great venture. The upgraded display of the device is amazing and can help you have an upper over any competitor. The stunning clarity, G-Sync adaptive refresh and low latency are some other features you will like about the product.
  2. At this juncture, the final decision will always be with your preference. If like to remain with a higher refresh rate and QHD monitor, then go ahead. However, if an ultra HD gaming monitor having the G-Sync technology is your thing, then the Predator XB321HK will certainly deliver the best result.


Build quality and styling remains great

Accurate and vivid color


Thirty-two inches IPS screen

Ultra HD



No portrait or swivel adjustment


It is clear that the product remains exorbitant for an average gamer. Nevertheless, this gaming monitor is worth your investment. With the upgraded features and benefits, you will not be able to dispute the facts of the product’s advantages. The display of the XB321HK is something that nobody will be able to deny.

While large pixels have remained the ageing problem for ultra HD monitors, this product will grant you total comfort.  The truth is that investing in the product will help to improve your gaming experience. The screen and other features that come with the XB321HK will help to throw you above any competitor.