Usually I skip over S-1 filings unless they are by companies whose names I recognize. It’s unlikley a tech company will suddenly go public without getting on the radar of the tech press in the years leading up to IPO.
That’s why this S-1 filing from Barking Applications caught my eye today, and upon closer examination I’m quite confused as to why they’d want to raise $100k by listing on the OTCBB (Over-the-Counter Bulletin Board). Even more baffling is why any retail investor would consider this company a good investment after reading the prospectus.
Solo founder (who only works 30 hours a week!):
We currently have no employees other than Raymond Kitzul, our sole officer and director, who devotes approximately 30 hours per week to our business and who will not be compensated for his time until and if we become profitable.
No revenue:
We have a short history of operating losses and negative cash flow and have not generated any revenues to date. Our only asset as of the date of this prospectus is our cash in the bank of approximately $3,244, the balance of cash generated from the issuance of shares to our founders. At May 23, 2012, we had an accumulated deficit of $624. As a result, we expect to continue to incur significant losses as we execute our strategies and may never achieve or maintain profitability. If we fail to execute our business strategy or if there is a change in the demand for mobile applications or market conditions, or any other assumptions we used in formulating our business strategy, our long-term strategy may not be successful and we may not be able to achieve and/or maintain profitability. These and other factors raise substantial doubt by our auditors about our ability to continue as a going concern. Our fiscal year end is December 31.
No code:
As a development stage company, our current operations have been limited to planning and administrative activities.
What am I missing? Have you listed your tech company on the OTCBB to raise capital in the past, or invested in one of these companies in the past? I’d love to hear from you.
Photo credit: mtsofan on Flickr
I don’t mean to unfairly smear those legitimate companies that happen to be listed on the OTCBB, but it should be noted that companies listed on the Pink Sheets/OTCBB are often very speculative endeavors and carry a high degree of risk. The risk inherent in investing in this company may be no higher than investing in a seed stage privately-held venture that has no revenue.
Another thing to note is that often, OTCBB companies are easily able to raise money based solely upon a short description of that they’re hoping to do. It’s not uncommon to see one OTCBB-listed company with no ongoing operating business get bought out by another company (buying a public listing, basically) only to change the name of the combined company and then trumpet a bunch of buzzword-filled press releases about how they’re attacking some “large, growing market” (like alternative fuels, vague technology, et cetera). It’s often pump-and-dump penny stock manipulation, but occasionally there are real businesses that are birthed from the depths of the OTCBB. One example (though it’s not without controversy) is ZAP Electric, which makes and sells electric vehicles and does more than $50M in annual revenue.
I actually think that early-stage startups ought to tap the public markets (like OTCBB/Pink Sheets) more often, because there are quite a few investors willing to take risks and pay high valuations on speculative ventures. Often the cost of compliance is low because companies listed on these exchanges don’t have to pay for the costly independent audits that bigger publicly listed companies are required to have prepared each reporting period.
Is this particular investment likely very high-risk? It looks like it. But is their financing strategy clever? Absolutely.
Danielle
Have seen this many times before. Could certainly walk through the nuances if you are ever interested.
Hope you are well!
I wonder if they’re making use of the JOBS Act’s Reg A mini-IPO?