How do you value a company?

“®”This question, or variations of it, should be answered by talking about 2 primary valuation methodologies:

a. Intrinsic value (discounted cash flow valuation)
b. Relative valuation (comparables/multiples valuation)

Intrinsic value (DCF)
This approach is the more academically respected approach. The DCF says that the value of a productive asset equals the present value of its cash flows. The answer should run along the line of “project free cash flows for 5-20 years, depending on the availability and reliability of information, and then calculate a terminal value. Discount both the free cash flow projections and terminal value by an appropriate cost of capital (weighted average cost of capital for unlevered DCF and cost of equity for levered DCF). In an unlevered DCF (the more common approach) this will yield the company’s enterprise value (aka firm and transaction value), from which we need to subtract net debt to arrive at equity value. Divide equity value by diluted shares outstanding to arrive at equity value per share.

Relative valuation (Multiples)
The second approach involves determining a comparable peer group – companies that are in the same industry with similar operational, growth, risk, and return on capital characteristics. Truly identical companies of course do not exist, but you should attempt to find as close to comparable companies as possible. Calculate appropriate industry multiples. Apply the median of these multiples on the relevant operating metric of the target company to arrive at a valuation.

Regulation S


The Regulation S Offering (Reg. S) is an exemption designed by the SEC for companies seeking to raise capital from investors located OUTSIDE of the United States.


YES. Unlike the restrictions imposed by Regulation D, a U.S. company or any person acting on its behalf seeking to raise capital utilizing Regulation S exemption MAY:

• Use any form of non-US “general solicitation” or “general advertising”
• Use foreign investor direct mailing lists
• Pay non-U.S. finders fees
• Place tombstone ads in foreign magazines and newspapers


• Preparing a Foreign Private Placement Memorandum
• Preparing a Foreign Subscription Agreement with all Reg S disclaimers
• Preparing an Foreign Offering Circular
• Purchaser Qualifying Questionnaire prepared for non-U.S. investors
• Financial Spreadsheet
• Tracking Spreadsheet
• Designing a password-protected SEC compliant web page
• List of countries which permit the sale of private placement securities
• List of foreign newspapers and magazine publications
• Design a tombstone placement advertisement
• Inclusion for one year in a foreign angel investors network
• Introduction to foreign placement agents and capital finders


BioZhena Corp

FDA-cleared electronic medical monitor for women at home, with data sharing for women’s healthcare providers. We pro
vide an affordable, simple-to-use means of self-monitoring women’s reproductive status (via folliculogenesis = mechanism of menstrual cycles), around which revolves much in women’s health and lifestyle. A strong demand exists for a simple and affordable device that provides reliable data, and that addresses pertinent health, ethical and religious concerns.

Company Overview
Our earlier proof-of-concept studies demonstrated a simple-to-use personal sensor device to help women get pregnant by reliably determining the only 3 days during which “fertile window” pregnancy can be achieved – or avoided. The electronic sensor with said unprecedented ability is ready to be manufactured and launched in the large Trying-To-Conceive Market, and it also has the unique feature of automatically detecting pregnancy right after conception. The superior characteristics will mean that we shall largely displace the currently-available inferior fertility tools (ovulation predictor kits and monitors), and not only that. Because of the way our sensor works, it will also offer unheard of applications such as built-in screening for cervical cancer and other STDs. In fact, we are introducing not a single product but a medical technology platform with numerous applications (yes, much like the smart phones).

Problem to be solved
Womens’ healthcare lacks high quality women’s-specific diagnostic tools for use at home. The difficulty to conceive a child has become a big problem in the decades after the introduction of the contraceptive pill in the 1960s.
Currently available fertility testing products offer only partial and imperfect solutions and under-serve the market. Existing conception-aiding products generally have low levels of accuracy, reliability and information content.
There is no competition for our personal sensor technology in the market segment of fertility awareness for birth control. Cervical health screening is a complex, very unpleasant and expensive clinical procedure, with no home-use tools available. There are no other products with the attributes of our Ovulona (for personal use) and of our Ovulograph (for professional use).

Our core technology, the Ovulona personal fertility monitor for home use, is a combination of a proprietary tissue biosensor and proprietary algorithm based on a unique way of tapping into the mechanism underlying menstrual cycling. The Ovulona anticipates ovulation and also detects ovulation, a fundamental breakthrough.
Also fundamental is the high profit margin inherent in the Ovulona design, which in high quantities will cost less than $20/unit (even less than $10) to make while the sale price will be on the order of $200/unit.
The derivative technology of the Ovulograph is a data management system for optional use by medical professionals (downloaded data from patients). Menstrual cycling history in terms of folliculogenesis is much more meaningful than the old BBT temperature


Over the past decade, the use of fast boats by criminals and terrorists worldwide has been growing. This poses a serious challenge to authorities, and presents a serious threat to the national security of all maritime nations. Additionally, during the past forty years globalization has seen a dramatic increase in maritime traffic engaged in containerized shipping of good worldwide. This has allowed an accompanying dramatic increase in the shipment of illicit material and human smuggling. The global economic downturn and austerity measures taking effect worldwide have only conspired to highlight the maritime threat.

As early as 2005, world navies including the Unites States began multi-billion dollar programs to address these threats by creating a new class of smaller vessels that can operate in littoral waters.

The littoral zone is the part of a sea, lake or river that is close to the shore. In coastal environments the littoral zone extends from the high water mark, which is rarely inundated, to shoreline areas that are permanently submerged. It always includes this intertidal zone and is often used to mean the same as the intertidal zone. However, the meaning of “littoral zone” can extend well beyond the intertidal zone. The use of the term also varies from one part of the world to another, and between different disciplines. For example, military commanders speak of the littoral in ways that are quite different from marine biologists.

MDSI has set out to approach the global market with a vessel that can robustly satisfy a variety of operating climates, water conditions, and mission requirements, while realizing that customers have to do more with less funding. This approach is realized in Seawolf.

Speed was always a major requirement for naval and coast-guard patrol boats, and in recent years, boats were introduced with cruising capability beyond 50 knots. However, in a rush to market these faster boats, manufacturers took the path of least resistance, simply placing large engines into lightly designed hulls formed of fiberglass and/or other composite materials. This has proven to be a failure. In a number of instances, these vessels have ripped themselves apart when subjected to operational stresses.

Problems plaguing those vessels include poor performance, maneuverability, and difficulty in maintaining them at forward operating locations. Additionally, the high cost of training crews, and operating these complex platforms, combined with very high maintenance requirements have left customers worldwide frustrated and standing on the beach. These problems were compounded when once again industry offered fixes that were only modest improvements in performance, and maneuverability, while further degrading the endurance of these vessels.

Interception boats, operated by coast guards and customs authorities, usually require higher speeds, while navies engaged in coast guard and counter-insurgency activities (Israel, Sri-Lanka, India, Philippines, Indonesia etc.) have different missions and requirements. Resulting from initial experience with +50 Knots vessels, some navies have reversed their requirements for higher speed, in a more balanced approach favoring improved maneuverability.

Another military application is the fast attack boat, designed for defensive and offensive operations in littoral and brown water. The mission of such boats requires speed, maneuverability and load carrying capability which is different from the common patrol missions associated with fast patrol boats.

Seawolf employs a design that is tested and proven. New technologies in the construction of Seawolf, such as Friction Stir Processing and Intelligent Laser Processing will enhance this design and insure that our customer’s investment realizes a significant return by enhancing economic and national security postures.

In 2006, the tradecraft demonstrated by terrorists in staging maritime attacks led then-Coast Guard Commandant Admiral Thad Allen to raise the issue among policymakers, the boating community, and involved agencies. While a host of port security initiatives had been enacted in the wake of 9/11, none specifically addressed terrorist use of small vessels—those with displacements of less than 300 gross tons. The admiral’s quest was to find consensus for rational improvements to the homeland-security architecture to head off terrorists’ abilities to carry out Cole-style attacks in American waters or smuggle a weapon of mass destruction into a U.S. port.

Seawolf’s ability to perform multiple missions precisely mirrors and complements the U.S. Navy’s development of littoral combat vessels with multi-mission packages.

Most ships involved in reported cases of sanctions-busting or illicit transfers of arms, drugs and equipment that could be used in the development of missiles and weapons of mass destruction are owned by companies based in the world’s richest countries. The ships are primarily commercial lines based in Germany, Greece and the US.

It is time to rekindle the effort to improve security on the nation’s waterways, before enterprising terrorists take advantage of existing weaknesses and use small vessels to reap a deadly harvest on American shores.

Sitting along or operating in America’s expanse of coastal waterways are hundreds of potential terrorism targets: cruise ships, military vessels, chemical plants, highway bridges, oil t


Think about what makes your business unique, this is always an attractive lure to prospective buyers. Think about recurring revenue, as this will also attract buyers. Does your company have future long term contracts? Most owners think that financial history is important to buyers when in fact quite the opposite is true. The past may help to predict the future but future long term contracts cinch the sell because prospective buyers know beyond a shadow of a doubt that they will make money go to