Google vs Apple (clash of the Titans)

Google vs Apple-


Mistakes that upstarts make

1. The very first mistake is – Having the wrong people on board; Including friends as business partners just for the sake of enlarging the work force.
But friends and relatives can be a source of inexpensive labor and remember the three F’s (friends, family and fools) when it’s time for seed capital. A startup is like a marriage if you have a co-founder ( something has become increasingly imperative in tech startups especially because of the work loads). Having people who give you some comfort and trust is important in the early days. I agreed that it is very likely for close associates to take advantage, especially when there is some ‘dough’ floating around. For all intended purposes, frugality =start up.

2. Jumping on any sort of money/investor coming across.
By definition, startups are or should be boot-strappers. Incidentally, the more funding a startup gets, the more control and equity it potentially gives away. Avoid Vc’s as long as you possibly can. Angel investors may be the smart way to go initially. Self-funding is also an options if money is not a problem. For me personally, my brick-and-mortar ventures have always being self-funded-that gives me 100% equity. But giving that only 10% of startups make it through, one should not invest more than 10% of your net worth in a start-up-share the risk when ever possible.

3. Diversification of the business in the early stage. I believe in shrinking your niche, and creating a passionate following. The use of inbound marketing techniques to create evangelism is pivotal especially with the social networking paradigm shift.

4. Not creating and focusing on USP – companies should focus on their core competencies

5. Failure to make an employee owned company; ownership must be distributed so that the sense of responsibility grows, attrition rate remains minimum possible, expenses can be controlled. This can actually be tricky. Imagine convincing your first few hires to work for equity in an unproven idea(talk about Steve Job’s type salesmanship)
6. Trying to sell to anyone and everyone. Start ups often don’t segment their markets appropriately; hit and try is the strategy they follow.
Trying different ideas is not the antithesis of start ups. By default, start ups must be nimble. In fact, the original ideas almost always evolve  during this process of trial and error (paypal, Hotmail, craiglslist) are all household names companies whose ideas evolve during that early startup phase.

7. Not spending enough time and money in the initial market research and analysis phase of your venture development instead too much spending on workforce and office settings.

9. Lack of a proper exit strategy and contingency plan. Investors are very keen on understanding how they can exit, in case the sales do not pick up.

10. Finally too much stress and lack of fun. You can choose the way you work and it’s always good to have harmonic environment in the company. Make work like play and you will see the difference.

experimenting with

experimenting with

10 luminaries look ahead to the business of reading

In this article, 10 media titans (both old and new) look ahead to the future of reading; With the advent of Audible, the Amazon Kindle, Apple Ipad tablet among other nascent disruptive offerings that have changed people’s reading habits, including myself, there’s no telling what the future holds.

10 luminaries look ahead to the business of reading

Who’s the big bad Wolf…?

I am no Google apologist, nor a fanboy. Nor do I believe that Google is always right… In fact I am at times skeptical of Google because of the tremendous amount of sensitive data in her possession;but there’s one thing for sure-Google understands customer partnership, and have used it very effectively for the last few years-  More so than any prior company. Google is very nascent in comparison to its detractors and naysayers i.e  the inglorious alliance of Mark Cuban and Rupoh Murdoch of newscorp Inc, a company that owns Fox and more than 20 other TV stations. Mark Cuban of the Dallas Marverick in my opinion does not have a dog in the fight. He has opinions–and that’s all it is, Opinion.

Murdoch and his media conglomerate alliance have accumulated billions in the last century with a “control monopoly, using brass knuckle capitalism.
Welcome to the 21th century. fluffy criticism from  tainted messengers will no longer resonate with the masses. It’s time to adopt a business model that is “insync” with the 21st century. The company that is pulling ahead of the pack in its approach is Google. I say, if you can’t beat them, join them, better yet, learn from them. People in glass houses shouldn’t be throwing stones..

Raw trancript of an interview with a startup lawyer

This interview was conducted by Andrew Warner of mixergy with one of the lawyers of a big law firms in Silicon valley. For those who want some insight into the kinds of business entities, tax incentives and benefits, and the different equity rounds that go into the funding process, this is a nice little inside scoop.  I edit out the question because i wanted to shorten the article, besides Andrew didn’t ask a lot of questions–he only ask a few leading question….Take your notes:

Bill Schreiber: Sure. For those of you who haven’t heard of Fenwick and West, we’re one of the top 2, 3, 4 of major law firms up in here Silicon Valley, that deal with VCs and VC-backed companies. We’ve been around for 30 years, a little more than 30 years, actually. One of the first companies we incorporated was Apple Computer. Now we represent companies as large as Cisco and Symantec, companies as sexy as Facebook and Twitter, and a whole host of companies that have just gotten funded, or haven’t yet gotten funded. So what we like to represent are high-growth companies, most of which end up getting VC funding, but frankly, some of which that don’t. So that’s a little bit about the firm.

Bill Schreiber: Yeah, exactly. I mean that’s one of the key values that we can add. We’ll be talking through a number of issues that have legal aspects to it on this meeting, but there is more to that. There’s sort of knowing how VCs think, what they look for, and helping you come up with strategies when negotiating with investors, frankly, whether they’re VC investors or otherwise. And also giving you the introductions, which we do, just as part of the service. We don’t charge for that. So because we work so regularly with all the VCs, it’s kind of an environment that just lends itself to VCs. Look at that personal value we can add, and obviously our start up clients look at that personal value we can add.

Andrew: OK. And I’ve had several venture capitalists speak at Mixergy events, and they say over and over, instead of getting your uncle, or your brother’s friend who happens to be a lawyer, to do your legal work, if you’re planning to ask for venture funding, get somebody who’s in this business, who understands what venture capitalists are looking for, so that you don’t end up with headaches. You don’t end up with tangled knots that you can’t untangle later on. Well, we’re going to be talking about, and by the way, you’re one of the law firms that they keep bringing up.

Bill Schreiber: Thank you.

Andrew: And what we’re talking about here is, how to make sure that you don’t tangle those knots.

So, let’s start with the first section. Reasons why otherwise fundable companies make themselves unfundable? This seems very painful. You have a company that’s in that spot that venture capitalists are looking for. You need the funding but because of mistakes that you’ve made in the past, you can’t get it. And you say that one of those mistakes, Bill, are ñ one of the things that people need to keep in mind is intellectual property. What do we need to know about intellectual property?

Bill Schreiber: So, intellectual property, most people when they ñ some people when they think of intellectual property think about patents. And we can talk a little bit about provisional patents later. But, when I talk about intellectual property, I mean broadly speaking, things like making sure the idea is owned by the company and not by some founder or not by, worse yet, some ex-founder who is off doing something else. And when you hire a consultant that the work that the consultant does is owned by the company.

So, the best way to do this is to get yourself a good set of forms because if you deal with good forms, whether that be have a consultant ñ always sign a consultant agreement that is very clear that the company owns the IP or have an employee sign a what’s usually called an invention assignment agreement that covers everything that he does is definitely owned by the company ñ or every board advisor signs a board advisor agreement that does the same thing. Everybody that you talk to about the company signs an NDA.

Everybody ought to sign some form that makes it clear that the company owns the IP. And what’s going to happen is when the venture capitalist goes through and does his diligence, he’s just going to look for these documents in order to sort of create a chain of everybody that you’ve been dealing with agrees that the company owns the IP. The reason it makes you want fundable if you don’t have this is because a lot of times you can’t find these people or the people decide that they want to hold you up, you know, for a, for a ridiculous price in order to sign something and clear it up. And it very, very frequently, if you end up with this problem, it’s just very, very difficult to solve. And if you don’t find out about it until it’s too late, the venture capitalists — they tend to have very short attention spans ñ they’re not going to wait around for weeks or months while you clean the stuff up. So, get yourself a good set of forms, obviously, [inaudible] provide those but get a good set of forms, and everybody that provides services to the company in any capacity should be signing one of these agreements.

Andrew: Yeah, you in your notes to me said that the golden rule is that everyone signs something.

Bill Schreiber: Right.

Andrew: Now, where do we get these agreements beyond just working with a law firm like yours? Is there a set of a legal agreements that’s just available out there for us to use? I can’t imagine that the terms are very different from company to company when it comes to, um, board members or when it comes to founders’ ownership over the inventions?

Bill Schreiber: There are cases that come out every, I don’t know, six months maybe that actually do change these forms. So, you can go to no low press or, you know, do a Google search or go to various online places to find the documents. And I think chances are you’ll probably be fine. If you do happen to know somebody that works at a law firm that’s used to dealing with technology companies, just have them look at them. It’s only going to take them a second or it’s going to take more than a second. It’ll take them a couple of minutes to look at it and just make sure that the latest changes if there are any on a particular form are going to work. But the basic things that you ought to have are an invention assignment agreement for employees, a consulting agreement for consultant, a board advisor agreement which is nothing more than a consultant agreement and that’s sort of with a better name on it for your board advisors, and an NDA for people that you’re just giving proprietary information from the company out. Those are the four forms that you need.

Andrew: Okay. Let’s talk about NDA. My understanding is venture capitalists don’t sign NDA’s. I don’t even sign NDA’s. Most people in this space are laughing cause most of us in this space do not sign non-disclosed agreements. At what point does it make sense to have an NDA? Who’s willing to even sign them?

Bill Schreiber: NDA’s are important because the rule about keeping what’s called trade secrets, basically the company know how. The law in that area says that you have to take reasonable steps to make sure that the information stays confidential. Um, most people in Silicon Valley because you write BC’s almost always refuse to sign NDA’s. People have sort of taken that rule to mean that, of course, BC’s won’t sign NDA’s, so you would not expect that BC to sign an NDA but you would give them information in such a way that an entrepreneur would normally give a BC information. So, in other words you wouldn’t ñ at the beginning go through and give them every single detail about the company. So, it’s a little bit of a different test and it gets a little ñ um, you get into gray areas.

But where some people not signed an NDA, keep in the back of your mind, am I giving them the type of information that a reasonable person in these circumstance would give. Information, because that’s the ultimate test. Outside of BCs and perhaps yourself, I think most people are willing to sign very, you know, one or two page, very straight-forward NDA, that just covers disclosure and doesn’t go into a whole bunch of other directions.

Bill Schreiber: If you’re not going to be given, I mean the person that’s building your website, are you… You know, think through was it customary to get an NDA. That’s really the test; is, would other people have gotten an NDA in those same circumstances. So, you would not normally get an NDA from your mother and father. If you, if a web-designer is putting up information, but it’s not, it’s not in a way where you’re sitting, giving information sitting in a room, processing it, or you don’t think he’s technologically– technically capable of digesting it, most people would not have that person sign an NDA. If you are talking with a board advisor, who’s giving you significant ideas about your business, you really are opening up everything to him. It would be normal for him to sign an NDA, and in our form and in many people’s form, board advisor work, consulting work, would be an NDA built into that. So, you don’t have to have these people sign many agreements if you have a typical board advisor doing board advisor type things, all of that can sorta get wrapped into one agreement. But it would be normal for somebody like that in that situation to sign up to a Non Disclosure Obligation.

Andrew: Okay, can you give those four agreements that people need to keep in mind again?

Bill Schreiber: Sure. So the first one is for employees– there’s different names for it, but our form is called the Invention Assignment Agreement– basically, just makes it clear that all the IP the employee develops is owned by the company. Second, a consulting agreement for people who aren’t employees but are still providing services to the company. Third, a board observer agreement, because some people have consultants that are called board observers, but it’s really a consulting agreement with a different name. And fourth is the NDAs, which we just talked about.

Andrew: Okay, alright. Let’s see, let’s go over to the next point here, which is protecting yourself with agreements with employees and consultants. And in that section, we’re talking about offer letters with employees, with at-will, no severance employment. Why don’t you take it from there, instead of me reading through your notes.

Bill Schreiber: People…It’s a problem if you have a company that’s being funded and you have, people are providing service to you confused about whether they’re employees or whether they’re consultants. Because there’s certain things that you have to do for employees, like withhold taxes, and there’s certain things you have to do for consultants, like file a 1099. It’s, in addition to that, you may get audited later on down the road by California, who’s very agressive in this area about– and there’s some famous large cases. EA is one of them, Microsoft is another, where California has sort of created a billion dollar problem, or at least a hundred million dollar problem for these companies, about how you classify people. It’s a very easy problem to get taken care of, and again it’s form driven. Have your consultants– have people you think are consultants sign consultant agreements, have people that you think are employees sign offer letters and Invention Assignment Agreements. That will give you the benefit of the doubt if you ever are talking to BCs or you ever, god forbid, get audited by California Department of Labor. There are other things, like “well, do I have to pay minimum wage” and most of my start-ups do not do it even though you’re technically required to. There’s things, other things you’re technically required to do that don’t add up to big problems dollar-wise or that you can get away from once you raise around that are not going to scare off the BC. What will scare off a BC is if someone is running up saying “I thought I was an employee and you promised me employment forever, because I’ve got an email that says that” even though you meant that in kind of a different way than it appears on the email. If you have a written offer letter, a written Invention Assignment Agreement, the fact that that person is an employee will all be cleared up and the fact that you can terminate them at will will be cleared up. Same thing on the consultant side, you can
sort of imagine similar situations. But that’s just very clear, it’s very hard to clean up after the fact when everyone knows that they sort of have negotiating leverage over you, because if you don’t get it cleared up, you’re not going to get funded.

Bill Schreiber: That’s exactly right. In California, in particular, is by far the most pro-employee state and the most anti-employer state in every dimension including how these types of emails that you described would be interpreted. They very much take the employee’s side’s offense. So it’s just very important that you get it straight and get it out front…

Bill Schreiber: The offer letter is number one, and it can be a very short document. You can put in there whatever you want ñ how much you’re going to pay them, or whatever. The most important thing is to make sure that it says that they’re an employee and that their employment is at will, meaning that both parties can terminate the relationship at any time.

And then the second is the investment assignment agreement, which we talked about earlier, in connection with the IP assignment.

Bill Schreiber: Oh, great.

What I’m trying to say is I wouldn’t bring in just anybody to talk about this stuff, for anyone who is in the audience and is wondering.

Alright, let’s talk about capitalization. Capitalization means what?

Bill Schreiber: Capitalization is who owns what part of the company. How many shares does this person have versus this other person, versus this other person. Does somebody own shares, does somebody own stock options? Does somebody own preferred stock, does somebody own common stock? So it’s basically for companies at a pre-funding stage, usually a simple spreadsheet that lists everybody’s name, what everybody owns and what percentage of the company they own.

The reason that it’s important to have this very clear is because the VC’s want to know exactly what they own, which is easy enough to figure out. It’s usually somewhere between 30 to 60 percent of the company for some investment.

But also, it’s very important to them that they know exactly what everybody else owns. They’re going to want a certain percentage to be owned by the founders, so that the founders are adequately incentivized to work 24 by 7 until there’s an exit event. They’re also going to want a certain percentage to be allocated for future employees with a stock option pool, and they’re going to want to know if there’s anybody outside of that, which is basically people who are not going to be that important in the company going forward for the most part. They going to want to know exactly how much of that there is, and why.

So that’s why capitalization is so important. If you don’t have your capitalization nailed, the VC can’t figure out what the price per share is, they can’t figure out from a certain valuation, and they can’t figure out whether they’re happy with who owns what. That’s what it is and that’s why it’s so important.

Bill Schreiber: Well so, there’s a theme here in this entire first section which is get it documented. It’ll explain what 60, 40 percent of what it typically would be is 60/40 just between you two. And so you two would have a hundred percent of, let’s just call it the founder’s stock. When you adopted a stock option plan or if you brought somebody else on afterward that would dilute both of you guy’s equally, but in the first instance you would have 60 percent of the company and he would have 40 percent.

Getting that documented through a stock purchase agreement or a subscription agreement or something so it’s all clear that’s where it’s set in stone at the beginning is very important, because what often happens, particularly for early stage companies, is as things go along, founders have a different view ñ particularly if there’s multiplies or more than two founders. They have different views over time about who’s more important, who’s less important in the company.

And so while everybody may agree 60/40 on day one is the right way to split it, in a couple months they may think it’s more 55/45 or 60/40 the other way. To avoid that constant renegotiation ñ and again with two founders, it’s easier than if you have five or six or seven founders ñ is to stop that chasing the cat process that goes on to constantly renegotiate, because renegotiating one impacts the other.
Bill Schreiber: Again, if you’ve got a VC, you’ve got to have that stuff nailed down because VC’s attention span is so short you do not want to air your dirty laundry which is exactly how this is going to come off in many dimensions of the VC, that the founding team sort of is still arguing about that kind of stuff when they’re talking with the VC.

Andrew: What about this? Do we get 60 percent outright? Do we get our shares outright, or do we earn them over time, even if it’s just two of us? How does that work?

Bill Schreiber: So, most people sort of reflexively think, of course, I want to get my shares up front. Why wouldn’t I want them up front? There’s two reasons, and there’s nothing wrong with getting your shares up front other than if you do raise ground from a sophisticated institutional investor they will expect to vest your shares over, usually, four years or so, so that you are vesting through the amount of time it’s going to get to a liquidity event.

If you are fully vested, until you go into those negotiations, you’ll just be negotiating that like you will the valuation or who’s on the board or everything else. There’s nothing wrong with that, but that’s what will happen if you take fully vested shares up front.

The disadvantage of taking fully vested shares up front is if somebody leaves the company the day after or, God forbid, has to leave the company for health reasons or whatever, that person still owns all the shares and his estate would still own all the shares. What you want to make sure is that at all times as much as possible people that are continuing for the future success of the company own as much of the company as possible.

So, in your 60/40 example, if the 40 percent person or, even worse, the 60 percent person is now owned by the estate or it got split up in a divorce or something happened to it, that’s a bad situation to be in because it’s going to create a dysfunctional cap table where even after the investment there’s going to be a large percentage of the company that’s not going to be owned by people that are still producing by the company.

Andrew: I’m asking leading questions here. That’s what I was leading towards, vesting. How does vesting work? Over what period do you vest? What kind of paperwork do you need in place to do that?

So, vesting is, basically, you buy the shares . So, you own the shares. For holding purposes, for tax purposes, you get to vote the shares. So, you actually own the shares, but if you end up stopping providing services to the company for whatever reason, at that point in time all your unvested shares go back to the company.

So, for example, if you vest over four years and two years into it you end up leaving for whatever reason, voluntarily or involuntarily, the company will rebuy back your shares you own. So, you would only own half as much shares. That’s what vesting is very simplistically.

There’s a whole bunch of nuances, like, for example, if the company gets acquired. Should I get some additional vesting because I’ve sort of done my job? I’ve gotten the company to an exit event. I’ve gotten money for the investors or if I left early but it’s not my fault. The company just changed directions, and my skill set isn’t as valuable as it originally was. Well, at least, I gotten the company to this point, and I’m not given the opportunity to vest any more shares. Should I get some pre-vested shares then? So, there’s a lot of nuances, but just very simplistically that’s what vesting is.

They know they want to vest it because one or the other of them might disappear tomorrow. How much work do they need in order to set this up? How expensive is it going to be for them? What do they need to do?

Bill Schreiber: So, talk to a lawyer who’s done this before. These things, as you can probably tell, just getting the thing set up is very form driven. It’s usually not a lot of time for a lawyer who’s regularly doing this to do this. So, for Fenwick & West to do it, our billable rates are, you know, higher than some other lawyers, certainly. It can be done for a couple of thousand dollars, including filing fees and everything.

One thing that we do, we have a committee to approve this. But one of the things we do for companies that we’re excited about is we’re completely willing to defer those fees until the actual financing happens. So, that’s anot
her possibility because we realize that cash is king for a company at that stage, and frankly the $2,000 isn’t king to us. What’s king to us is getting the funded company as a client, and that’s if you work with Fenwick & West.

If you’re working with a sole proprietor or somebody who’s used to doing this, they should be able to set this stuff up for you for even a fraction of the couple thousand dollars, maybe, half of that or something. So, if you’re serious about your company I would error on doing that early rather than later.

Bill Schreiber: rather than later. Um, I, I don’t know if anybody is listening to this, follow the base book, Uhh, of things where they pay off a huge settlement with somebody who claims that there was no documentation, they were just sitting in their dorm room exactly, you know, very similar to the situation and ended up paying off that person, rumor has it, for millions of dollars and there’s this other person that says, “no, no, this was my idea, too,” so I don’t know how big that dorm that they were living in is. There is a lot of potential problems because now none of the stuff was ever documented and it’s just all “he said, she said” and it’s a huge mess because she can’t prove anything. So, a . . to answer your question, umm . definitely there, it’s definitely worth a thousand dollars or $2,000 or $3,000 typically if you can get it deferred, of course into your financing, but it’s just you’re gonna avoid a . . a huge potential amount of problems. It will be the best money you’ll ever spend.

Andrew: Okay, so let’s, let’s talk about what somebody, we now talk about the price, let’s now talk specifically what they’re gonna go and ask their lawyer for. Two guys, in a dorm room, two guys, maybe working at a company, and on the side, while they’re in school or while they’re working for another company, they hatch this idea. They don’t want to spend too much time and money on the legal work until everything starts to pick up. What are their essentials they are going to need? They’re going to need to structure their company. And, we’ll talk about what . . what legal entity they’ll need. What about the agreement between the two of them?

Bill Schreiber: Yeah, so ah . . a first of all, the the person you’re talking to should be able to lead you through with exactly what you need to do and why you need to do it and what the choices are and, and if that person’s not doing that; that should be a huge red flag. But, um, basically what that person oughta be telling you at a minimum is walking you through the next topic we’re about to talk with, which is, “do I want to set this up as a corporation or a limited liability company or something else?” Um, asking you about: ah, founders stock and ah . . making sure it gets issued. Um, telling you about vesting and sort of walking you through the pros and cons of that. Um, giving you all the standard forms you need that we’ve talked about already in terms of consulting agreements and employment agreements and so forth. And then also a . . advising you on how to make sure that this thing is set up in a . . in a tax optimal way. So, for example, one thing that we didn’t touch on that I’ll just briefly mention is if you get shares that are subject to vesting, it is very, very important that you file what is called a form 83B. That’s a one page form. You file it with the IRS. You’re, You’re lawyer or your accountant will know all about this, but, if you don’t do that within 30 days of purchasing your shares, you have a bad tax problem. So, there’s just things that you, everybody, is ahh . .not expected to be an expert at. And, thank God, or I wouldn’t have a job. But, you know, for companies at this stage, where they very, um, acknowledgably and, um, easily, oughta be able to walk you through what the options are and what you need to do. But, that’s ah, sort of at the bare minimum, would be what I would have done; what I would expect.

Andrew: Okay, alright, let’s talk money again, then. All of this together at Fenwick, what roughly would it cost? And at a sole proprietorship.

Bill Schreiber: Oh, Oh,

Bill Schreiber: Yeah, when I talk about doing all of this, that’s, it’s all within about a couple thousand dollars. Of course, all of this stuff, as I said before, is all very form-driven. And, we have it automated, we’ve done this many, many times before. So, it’s um, ahh . .a it should not cost a lot of money. Ahh . . a sole proprietor is not going to have the sort of a . .psychological advantages that um . .ah . . hopefully they’re knowledgable enough of doing it. That they’ve done it enough before that it’s a lot of cutting and pasting. I wouldn’t expect it. You know, it may be cheaper that us just cause they’re billable rates can be lower than ours. But, I would say, somewhere between half of that and maybe a couple of thousand dollars. But, it shouldn’t be more than that. Anyway, what you may want to do is adopt a stock option plan or an equity incentive plan, which is almost virtually the same thing, to easily give equity out to service providers in the future. And that, I also would include in sort of this total price of just a few thousand dollars.

Andrew: Can you describe how that works?

Bill Schreiber: Sure, so, ah . . there’s securities laws, ah . where the government basically tries to protect um, people from issuing stock to people who the government thinks ah . need protection. And, so there’s a concept of securities exemptions. One securities exemptions is that if you are particularly wealthy, or particularly sophisticated, you basically don’t need the government’s protection at bc’s so issuing stock to bc’s is very easy. Issuing stick to sort of “rank and file” engineers is, um or people like that, consultants, is harder because the government things they need more help. If you adopt a stock option plan, or an equity incentive plan, that, a, complies with all of the requirements that the government has and also can be optimized for tax purposes and a number of different ways. Um, you can give people equity what were usually stock options that, ah . . that give people equity and therefore you don’t have to pay them any cash or at least not as much cash. Um . .very easily, and to, there is no limitations to numbers as in what there qualifications are, in terms of what their sophistication is, in terms of their net worth, and so, um . . adopting a stock option plan, if you plan on giving to more than a handful of people is a really good idea. Because again, if you’re talking with the right service, if your talking with the right law firm, it’s a highly form-driven where, um . . it can make your life a lot easier and a lot chapter in the long run.

The second section is you want to be clear with your employees and consultants about what their role is and what your relationship is with them. Yes. I agree with all of that.

Andrew: OK. All right. Second section that we’re going to be talking about today is the choice of entity. I don’t want to spend too much time on this because a lot of this is basic information that, hopefully, people learned even back in college. But I do want to familiarize people with this. This is our first conversation here, and so we’re going to be talking about the basics. So, we’ll spend a little bit of time on this.

By the way, if you guys are listening to us in the recorded version and you’ve had some time to think about what you’d like to hear next from us. Let me know. What other questions do you have? What other areas do you want us to cover? How in depth should we go, and what areas would be helpful?

OK. So, let’s start off with sole proprietorship, very basic. What does it mean?

Bill Schreiber: Sole proprietorship, basically means you haven’t done anything. You’re operating as a person, an individual, as a human being. There’s two factors that we’ll keep on mentioning as we go through the list of possibilities of what you want to do.

The first one is whether you get corporation-like protection. Corporation-like protection is very, very good protection. It means that as long as you’re operating like you should that if the company ends up incurring obligations that the people who are to be paid off can only look to the company. If the company doesn’t have any money, they can’t look to you individually. For purposes of this conversation, it’s sort of as deep as we should go.

But a sole proprietorship on that factor has no protection at all. So, anything that you do as a business–they can come and they can take your house. They can go after your car. They can go after all your personal assets.

The second dimension is tax efficiency. One of these we’re going to talk about–actually, there’s double taxation that happens. The company that earns money pays tax and then when it pays it out to its investors, there’s another tax, a dividend tax.

Sole proprietorship only has one level of tax, obviously. You pay as an individual, as you make the money, but there are other entities, other structures, that we’re going to talk about that also have added advantage and that advantage is important to you.

I definitely would take corporate level protection over tax efficiency. A lot of these, you can do both but definitely I would not sign an agreement if I were running a company on anything unless I adopted a couple of these, at least, one of these entities. It’s very inexpensive to do. We’ll get to that, but filing fees for these things are $800. The work to do it is just faxing in a one page document.

Andrew: Sole proprietorship. Isn’t it essentially a company? Is it?

Bill Schreiber: It’s you individually. So just like you can sign up for a cell phone and sign a contract with AT&T if you’re acting as a sole proprietor. So, if you individually that gets looked at first and you that gets looked at individually only if there’s any problems at all.

Andrew: OK. The second thing, the second entity we need to talk about is partnerships, and by the way I see Moses in the audience is asking about a LLC. We’re going to get to that in a moment.

Partnership is, basically, two people own the company. It’s like a sole proprietorship but two people own it, true?

Bill Schreiber: Partnership is, basically, a contract. It’s very flexible because you can put in that contract whatever you want. It puts in who owns what percentage of the company in terms of the economics. If the company generates money, it’s how the voting works which doesn’t [?] It’s the percentage of the company that’s owned. You could put all kinds of things in there.

Somebody’s ownership may go up or down over time with the tax benefits. The company may be allocated in different ways. So, it’s completely flexible. That’s the good news. It does offer– if you choose the right type of partnership, it does offer corporation-like protection, and there’s only one level of tax.

In other words, the company to the extent it earns money or it loses money, it gets allocated to the equity holders. There’s no double tax once the money goes to the equity holders. So, those are the advantages. The huge disadvantage to a partnership is it’s a contract. It’s a blank piece of paper.

If you don’t write it down in the contract, it doesn’t exist.

And so, to do things the way most investors expect them, or even the way most employees that work for technology companies expect to see them, can be very, very difficult. And adopting the stock option plan, for example, is very, very difficult to do. So, a partnership, if you think you’re going to be small, and there’s only going to be a very few equity owners, may be the right decision. But, it becomes very inefficient if you’re trying to recreate the wheel, starting with a blank piece of paper, to get to certain outcomes that different people want.

Bill Schreiber: Well, a partnership, a legal partnership, is a partnership when you actually file a Certificate of Partnership with California or Delaware or whatever state you want to...

Andrew: Oh, I see. You actually have to file a Certificate of Partnership to be a partner?

Bill Schreiber: This is actually a legal entity, is the partnership I’m talking to. I think what you’re talking about is more the way Facebook started out when there was no legal entity at all, when they were in the dorms. That was really a sole proprietorship that happened to have two people involved in some way. But, it wasn’t formalized as a partnership or anything else.

Bill Schreiber: Yeah, I think if you like the aspects of a partnership. In other words, if you like the corporate level of protection, you like the single tax, and you don’t mind dealing with some hassles like adopting a stock option plan, the best answer is not going to be a partnership. It’s going to be an LLC, it’s going to be a Limited Liability Company. And, the advantage of a Limited Liability Company is, it takes sort of the tax aspects of a partnership, and if you want, it’s sort of the contractual aspects of the partnership. That you can be very creative if you want to be with an LLC, but it adds to it sort of the default rules which are, like corporate rules. In terms of, if you just check the box and it’s a certain type of LLC, it will say, OK, here’s who makes certain decisions. And the same way with the corporate-wide, you don’t have to reinvent the wheel on a blank piece of paper. So, those are the advantages of an LLC. You know, the main disadvantage of an LLC again is, it’s not built, it’s just been along, it’s been around for maybe 20 years, 15 years, it hasn’t been around as long as corporations. So, things like stock option plans and things that most people think are pretty fundamental to high-tech companies. It, in a lot of ways, haven’t caught up to, the LLC rules haven’t caught up to the corporation rules. But it’s happening over time. And certainly, it’s a better choice than a partnership if you like single-up tax and if you like a lot of flexibility.

Andrew: OK. I actually noticed that in the Web 2.0 world, several smaller companies were LLCs right up until the point that they got bought out, which was surprising. I was expected companies that were that, companies at that level would be corporations. What are the advantages of being an LLC, why would they want to be an LLC, and continue to be an LLC right up until the purchase?

Bill Schreiber: The analog in the corporation world to an LLC is what’s called an S-Corporation. So, let me sort of explain that for a minute. And then I can compare that to an LLC, because I think if you want corporate level protection and single-level tax, which is what companies like that find most attractive about an LLC, they also can find it in an S-Corporation. An S-Corporation basically operates just like a partnership or an LLC for tax purposes in that there’s only a single level of taxation. There are, however, some restrictions in running an S-corporation for early stage tech companies. The ones that they normally run afoul of are; you’re not allowed to have any foreign shareholders, is number one. Number two, you are not allowed to have, you’re only allowed to have one class of stock. So, you can’t issue preferred stock, for example. So, if you can fall within those parameters of just issuing one class of stock, and not having any foreign shareholders, I think an S-Corporation makes a lot more sense than an LLC, because you can’t easily issue…

Bill Schreiber: Ö because you can easily issue stock options and you can flip very easily into a C corp by just issuing the preferred stock if you did want to do a bunch of capital financing. So, I actually think, if you can live within those two restrictions, then an S corporation makes a lot more sense than an LLC. LLC’s sort of have become, you know, sexy because they are so flexible that a lot of people decide that they want to use them instead. I think that the advantages of being a corporation, an S corporation, again, I keep on going back to stock option plans cause they’re just so fundamental — it’s what service providers expect to get for their services ñ that I think those advantages outweigh an LLC. But to your point that enough people stay in LLC all the way through an exit event, I think that’s fine as long as they don’t need to issue a whole lot of equity to a lot of different people, and as long as, you know, that they’re able to deal with sort of a cost benefit of whatever complexity there is of having to work that into the actual operating agreement as opposed to defaulting back to corporate rules.

Bill Schreiber: I think that’s a lot of what I just answered

Bill Schreiber: So, Moses, let us know if it’s not. But, again, if you could live within restrictions, my advice would be to do an S corporation. If you really ñ if you can’t live within those restrictions or if you um want a lot of flexibility, use an LLC. I would never use a sole proprietorship under any circumstances unless it was just a hobby. And we can talk about a C corporation after this. But, that’s the other option.

Andrew: Okay. Let’s do that. Let’s talk about a C corp.

Bill Schreiber: So, a C corporation is sort of ñ you get, honestly get corporate level production but this has the double tax. So, this has if the corporation makes money, it pays taxes. And then if dividends the money out to the or otherwise distributes the money to the shareholders, they pay tax as well. So, it’s very inefficient for a company that plans on generating a lot of cash through its operations getting it to its shareholders very quickly. The advantage of a C corporation, of course, is that you can very easily issue two classes of stock. So, for venture capitalists who always want preferred stock, it’s a natural vehicle and that’s basically the only vehicle. I try to replicate preferred stock into LLC’s. Let me just tell you, it’s not something you want to do and it’s not something you want to pay your lawyer to do. It’s very complicated. But, so a C corp is what 99.99% of all companies that are funded by, you know, recognized venture capitalists end up using. It’s bad for tax but it’s good for ñ but it’s sort of the only choice left if you’re going to have multiple [inaudible].

Andrew: Okay. I hate to go … to go with basic questions that I know anyone who’s taken even business courses in college, is going to say that these questions are too basic, but what’s a preferred stock?

Bill Schreiber: A preferred stock is actually I should have explained this. I apologize cause many people I’ve talked to as founders don’t know what a preferred stock is. SoÖ

Andrew: Oh, good. You know what, I’m glad. I don’t know what level is going to be so basic that people are going to just turn it off and say, ‘I know this stuff already. Andrew, get to the deeper questions.’ And what’s going to be so helpful that the questions that they might themselves think are too dumb to ask. So, we’ll do our best to find that line.

Bill Schreiber: So, so, let’s start with what is preferred stock. So, preferred stock is as the name implies, better than common stock. In what ways it’s better than common stock, it’s negotiated but in terms of venture capital round, where it’s sophisticated and best around, it’s usually better, at least in the following ways: it’s better in that they usually have some sort of right to abort or multiple aborts. If the company exits through an acquisition, they get some preferential treatment in terms of getting paid first. Um, they might get a right to get some free shares if they invested a certain, let’s say a dollar a share, and if you the next round at less than a dollar a share. There’s a number of different ways where it’s just better economically and in terms of voting than common stock is. The reason preferred stock is so popular for [sounds like easyback] companies is one advantage to the common holders is if you have a preferred stock and say you’re issuing it at a dollar a share, the IRS and the SEC and everybody else recognizes that preferred stock is better than common stock. Usually the common stock http://gap therefore the fair market value of it can be maybe 10% to 30% of what the preferred stock is. So, yes, the BC has all these rights they paid a dollar a share for, but the employee that gets hired can get a stock option. They only have to pay, say $0.10 a share or $0.30 a share for their stock. So, common stock is worse but it’s also cheaper because it has those less rights. And so that paradigm where you have people that put in real money sort of pay top dollar for it

…but people that are providing what I call sweat equity — S-W-E-A-T, sweat equity — end up getting their equity for much cheaper is one of the secrets of why high tech has done [so well].

Andrew: Okay. Let’s talk about moving from one entity to the other. You start off as an S-corp or an LLC or a partnership and you want to move on to a C-corp. Easy? Hard?

Bill Schreiber: Yeah, so a lot of people want to have their cake and eat it too. We’re going to be losing money in the early days, we want to recognize those losses, we want the single tax aspect but we realize some day we don’t want to foreclose getting funded by a sort of traditional VC and we know someday we’ll probably have [inaudible]. So how do we sort of have the best of both worlds? There’s nothing wrong with that. Many, many of my clients do it this way. You’d set yourself up as an S-corp and an LLC in the first instance but recognizing you have to fund it obviously yourself but you get to recognize those losses. When you flip from an LLC into C-corp or from an S-corp into a C-corp it’s a tax free transaction unless ñ and this is important ñ unless at the time you do the flip you have negative net assets. In other words, you have more liabilities than you have assets, for tax purposes. And if you do, and the only way this would happen by the way, is if something happened where you had more liabilities than were created by the cash that you were putting into the company so that there was some lawsuit or somehow you had some liability that was more than just…you had a payable or something for something you bought with the cash you put into the company. But if you had this unusual situation where you had more liabilities than you had assets, when you flip into the C-corp the IRS is going to take that negative net assets and that’ll be taxable income to the shareholders when you flip into the C-corp. So that, you know…I’ve only seen that happen once or twice or three times in a 15 year career so I don’t want to scare people but that’s the only disadvantage, that’s the only risk of starting out as an S-corp or an LLC and then flipping into a C-corp. The opposite isn’t true. If you start off as a C-corp and you think you’re going to raise money, it turns out you have pretty good business and you figure out you’re not going to need outside
funding, and you just want to sort of eliminate the double tax, flipping from a C-corp into an S-corp is very painful. It’s more nuanced than this but just very simplistically, what the IRS does is it says, ‘Okay. Whatever the fair market value of the C-corp is when you flip into the S-corp or the LLC is taxable income to you today.’ And if you’ve got a business that you’re excited about that you want to flip into an S-corp or an LLC chances are it’s doing pretty well and the fair market value is going to be…it’s going to hurt to flip the other way.

Andrew: Okay. So a C-corp for companies starting out doesn’t make sense. Think about an S-corp or an LLC.

Bill Schreiber: I would say a C-corp makes sense if you know that you’re going to get funded and if you don’t get fund you’re not going to get have [a company]. And you might as well have a C-corp. You’re not going to be generating anything for the shareholders to get anyway. At least nothing meaningful. If you think there’s a real chance that your business is going to never need funding, just going to be able to live off the cash flow, make sure that you never fall into a negative net asset position but then, yes, starting off with an LLC or an S-corp makes a lot of sense.

Andrew: Okay. I talked about earlier offshore issues. Maybe we spend a little bit of time on that?

Bill Schreiber: Yeah, just a comment or two. If you have offshore development, huge tax advantage that you can give yourself by creating the entity offshore. And the popular places to do that are the Caribbean places like the British Virgin Islands, Bermuda, Cayman Islands or Mauritius. By doing that…and you can either set up the parent there or you can set up the subsidiary there and have the parent here. But by doing that the advantage is that for all of the sales that are generated by the company that are outside the US the US doesn’t get to tax it because it was generated in this corporation that was located outside the US and was sold directly to a foreign customer. That’s a big advantage because the US has the second highest corporate tax rate in the country. Sorry, in the world. So just consider that. It’s complicated and you have to do some agreements but if you have off shore development ñ and I’m not talking you outsource your QA to India. I’m talking about you know, valuable IP development, take advantage of that and think about that in addition to just whether you pick an LLC or an S-corp or a C-corp. Obviously every jurisdiction has their own peculiarities so it’s beyond the scope of this call. But just keep that in the back of your mind, that if you do have the advantage, the potential tax advantage of having offshore material, offshore it [inaudible].

Andrew: What about just one last question on this section? What state should you incorporate in? Or what state should you form your company in?

Bill Schreiber: The logical choice for companies based in California is obviously California or Delaware. Some people say, ‘Well, I want to incorporate in Nevada because they don’t have any taxes.’ There’s two types of taxes. There’s income taxes and there’s what’s called franchise taxes. Income taxes are where you work; it doesn’t matter where you incorporated. So incorporate…

Bill Schreiber: I’m not sure where I left off but basically the logical choices are California or Nevada. I’m sorry. California or Delaware. Don’t think about Nevada or some place that doesn’t have incomes taxes it’s not going to save you any money because it’s where you work that governs where you pay income taxes not where you’re incorporated. Between California and Delaware, Delaware is much, much easier to work with. They are… in a lot of different dimensions. They have a lot more law just because a lot more people are incorporated in Delaware than they are in California so my heavy bias is to incorporate in Delaware. The advantage in California is, to some degree, California treats minority shareholders better than Delaware does. But if you’re going to get VC funding, VC’s understand that as well and they basically virtually always end up giving away those types of advantage that you otherwise would think you’re getting in California, you give it away by contract as opposed to getting to keep it just because you incorporate in California. So there’s some minor disadvantages. You have to qualify in…You have to qualify to do business in California if you’re not incorporated here. But generally, my clients, certainly over 95% of them are incorporated in Delaware. So ten years ago people used to debate it back and forth. I think most of the practitioners are advising their companies just to go in Delaware.

Andrew: Delaware. Let’s move onto the last section. Pre-venture capital funding. First question here is convertible debt rounds compared to equity rounds. Maybe we can define them first? What’s a convertible debt round and what’s an equity round?

Bill Schreiber: So what a convertible…let’s start with an equity round. What an equity round is we’re going to issue…we’re going to give you stock for your money. And by the way, a disadvantage to giving somebody common stock in a financing round is that’s going to increase the price that you can give out common stock to other people like stock options to your employees. So it’s best to do, if you’re going to do a financing round and you’re going to do it in equity, if you want to maintain a low stock option price it’s better to do a preferred stock financing. But basically you’re giving somebody stock for their money. The advantages of that are that’s what people sort of intuitively expect. And so they’re holding this stock. Compare that to a convertible note round which basically says, ‘I’m not going to give you stock today what I’m going to give you is a note and that note is a promissory note, a promise to repay you at some point in time. But the note is going to convert when I actually do do my next round. So you’re not going to get stock today but you’re going to get stock tomorrow we just…neither one of us know what that’s going to be. But we won’t worry about how much that is today. We don’t have to argue about valuation. We don’t have to argue about what the terms are. We don’t have to argue about almost everything because you’re going to let the next investor do that for you. And maybe because investing today is more risky than investing when the next round comes maybe we give you a discount into the next round where you only have…your stuff converts in at 60% of the price or 90% of the price. Or maybe we give you what’s called warrants which are basically stock options on top of the conversion. Give you a bigger ownership than you otherwise would have if you just converted in on a dollar for dollar basis. So that’s a summary of what the two are. Equity and debt. Uh, convertible and debt.

Bill Schreiber: I think if you’re a founder of a start up you want a convertible debt round. The reason you want one is because it’s very simple to do. You don’t have to argue about valuation because for an early stage company everybody’s going to have a different opinion on that. You don’t have to argue about what all the terms are. You don’t have to have 80 pages of financing documents, meaning you don’t have to pay a lawyer $20,000 to do it. All it is is a two or three page note so it can be done in an hour. It can be done for a couple of hundred dollars of legal time and like I said, you don’t have to go through the excruciating experience of negotiating what you think your company’s worth versus what the investor does.

Bill Schreiber: So for those reasons, being cost, I think the convertible notes are the way to go, if you’re a founder. The investors, frankly, I would imagine, would think the same way, because to the extent that the company’s not spending money, and not wasting time arguing, but instead, focused on the business. It’s better for everybody, including the investors. But there’s a lot of investors that scar tissue, when they have a convertible note, when the next round comes, the next round guy says, “Well, if you remember how I said earlier how that the founders get a piece of the company when the VCs get some money, then there’s future employees. Then there’s these group of people that get the rest of it.” Some VCs, due the later round, look at the investors in the seed round and say, “Well, it was nice that those people gave money. But they’re not going to be as important as these other groups of people going forward. And so, I don’t think giving them a 40% discount is fair. Let’s get rid of that discount. And if you don’t get rid of that discount, I would do the round. So the angel investor’s sort of put in a very awkward position, where if they don’t agree to relinquish the economics that they’ve negotiated, the round won’t happen. Or at least the threat is the round won’t happen. There’s no reason in the world why these future investors couldn’t do the same thing when trying to renegotiate the terms of the existing preferred stock, if the seed run was done as a preferred round, instead of a convertible round. It just, for whatever reason, tends to happen less. And so, seed round investors just feel more comfortable if they’re holding stock rather than a convertible note, because they think it’s harder for the next round guy to leave. It shouldn’t be that way. Numerically, it probably is that way, to some degree. But, in my opinion, if you’re a founder, you still should push as hard as you can for a convertible debt round.

Andrew: You still should push for it?

Bill Schreiber: Yes.

Andrew: OK.

Bill Schreiber: Because the advantages of speed and cost are worth more than whether this guy is, whether this person with the convertible note is nervous that he’s being put in an awkward position. I mean I would even offer the convertible debt in approval, right on the next round, if I had to, in order to get a convertible debt structure, if he felt he needed that protection. Because at the end of the day, he is going to capitulate in order to get a round done. Because if, in fact, you don’t do the next round, there is no viable company. So you’re not really losing anything. And just spending, you know, 15, 20, maybe more, thousand dollars to put together 80 pages of financing documents for a half million dollar round or a million dollar round, it just doesn’t make any sense.

Andrew: OK. And so this is for investors. This is for sophisticated investors that we’re trying to get a convertible debt round with, but it’s also for friends and family. What we’re essentially, am I understanding that part right, too?

Bill Schreiber: Yeah, so wherever that seed money comes from, your more sophisticated angel investors who will call this round, more sophisticated people will tend to ask for, or demand, equity. If you’re dealing with true friends and family, I think that there’s a trust factor that can very quickly get through the, “Oh, I’m worried you’re not going to look out for my interest”, when we actually do the actual round. So I think it’s easier to convince those people that we’ve just got to do a convertible debt. In my experience, you know, virtually 100%, in those circumstances, it is done as a convertible debt. For the reasons that I talked to you about, the advantages.

Andrew: OK. What we’re saying in that stage is, “Hey, I used to work for you, boss, a year ago. You liked me back then. You said if I ever started a company, I should come back and talk to you. Well, it’s a year later. I’ve started this company. I could use some money. Instead of giving you a share of the business now, instead of negotiating what share of the business you get, I’m going to owe you some money. So I’ll give you some debt. And then when I get a real round of funding afterwards, or when I bring in the next round afterwards, that’s when we’ll decide what share you’ll get. Or that’s when you’ll get your shares. And we’ll decide now how to value those shares. What percent? Sorry, go ahead.

Bill Schreiber: Two things. And we’ll give you a little bit extra because we’re coming in now and not later,so that helps figure out what that is, somewhere between 10 and 20…

Andrew: Sorry, I’m losing your audio.

Bill Schreiber: Oh, sorry.

Andrew: Let’s see. For anyone who, this is their first Mixergy program, we do this via Skype. Bill is in northern California, I’m actually in Buenos Aires today. And all of my interviews, even when they happen to be in the same city, are done by Skype. I did an interview with Mike Jones, who now is with MySpace, and he was just a few blocks away from me, and he just assumed I was coming into his office. And he couldn’t believe we were going to do it by Skype. But it makes more sense to do it this way. Plus it allows us to include a live audience. Sorry, so I was saying, what interest rate should we charge? What should we be paying?

Bill Schreiber: This is for convertible debt. Obviously, there’s a number of terms to negotiate. One of them is the interest rate. Interest rate really is not important. The convertible note is not like negotiating a note with the bank. What it is, is just sort of a placeholder, it really is like equity. And we just won’t determine the number of shares until the future. So, the interest rate, the IRS has minimums…

10 steps for starting a biz

New Apple IPad: flop or not?

Steve jobs has done it again…just like a second-to-non-er would. He introduced the Ipad to the world yesterday to thundering fanfare ( In true apple fashion). This will either be the second coming of Moses with the tablet, Thomas Edison and Benjamin Franklin (all combine) or a massive flop just like other tablets devices bygone. Declaimer: I own a Macbook pro and a 2nd generation iPod touch.  And I am considering buying Apple But I am far from being a fan-boy.  I never quite drank the kool-aide although I believe that Apple products are neat.  If I wear a beating man,  I wouldn’t bet against them–Jobs is the best product manager/marketing genius that money can buy.

Beyond the boisterous celebration and fanfare, these guys deliver. Apple has saturated the world with 250,000,000 iPods, the app store. and now has more than 140,00 apps and just reached  3 billion downloads.

The space that apple hope  to serve is between  the iPhone and the laptop-A grey area that has been tricky for the industry for a long time. But wait a minute!!!! I thought the ipod touch already filled that market. The IPad is a “glorified iPod touch” which in my option makes it a luxury items. But what if Apple’s vision is to create a new market after launching the product? This would be counter intuitive considering the current demand centric paradigm? What if the past failures of previous first movers were premature and the market wasn’t yet ready? What if the ecosystem of demand, app store, developers and network were not in place to take full advantage of the device? Chances are all these circumstances might have contributed to the challenges.

The most compelling argument  for the Ipad in my opinion is its ability to serve as a multimedia content platform for eBooks, magazines and newspapers, industries that are struggling to find new ways to adapt to the digitization of everything….. And this alone, might be enough to take the IPad from the red zone to the finish line.

Collateral damages: Amazon, which is one of my favorite Co with its innovative CEO Jeff Bozos has help revolutionize eBooks through its offering of the Kindle, which incidentally was the best-selling items on Amazon last year. Despite its acclaimed performance over the last few years, the ipad is about to drink its milk-shake.

Poor AT&T…..I’m not sure if this is a partnership with AT&T, but Steve jobs did not mention “partner” during the keynote. however, AT &T is the chosen network to for the 3G data plan for the ipad with a 250 mg subscription at 14.99 and a ‘theoritical unlimited usage for 19.99. These are very competitive pricing, considering there are no contracts and users can cancel at anytime. But my concern with AT&T is based on the fact that it is the most vilified and hated network because of the poor coverage-Some of this is because of the iphone users consume more bandwidth than other users Having said that, why then will they want to saturate and already crowded  network with another data intensive gadget without making substantial iteration to the network..?

50 best websites of 2009

Time magazine has announced the list of “50 best websites” as they have done for the past few years. While I  agree with most of the selected sites for their usefulness, there are a hand full of websites that I believe are invaluable, but did not make the list. Websites such as yahoo owned “delicious“, the social networking bookmarking site, Digg, a site that has thrive on massive user-generated input, the democratization of web content and the importance of interactivity are conspicuously missing. Some of my personal favorite that didn’t make the cut are and StubleUpon-very useful platforms.

  1. Flickr
  2. California Coastline
  3. Delicious
  4. Metafilter
  5. popurls
  6. Twitter
  7. Skype
  8. Boing Boing
  9. Academic Earth
  10. OpenTable
  11. Google
  12. YouTube
  13. Wolfram|Alpha
  14. Hulu
  15. Vimeo
  16. Fora TV
  17. Craiglook
  18. Shop Goodwill
  19. Amazon
  20. Kayak
  21. Netflix
  22. Etsy
  24. Redfin
  25. Wikipedia
  26. Internet Archive
  27. Kiva
  28. ConsumerSearch
  29. Metacritic
  30. Pollster
  31. Facebook
  32. Pandora and
  33. Musicovery
  34. Spotify
  35. Supercook
  36. Yelp
  37. Visuwords
  38. CouchSurfing
  39.’s NameVoyager
  40. Mint
  41. TripIt
  42. Aardvark
  44. Issuu
  45. Photosynth
  46. OMGPOP
  47. WorldWideTelescope
  48. Fonolo
  49. Get High Now
  50. Know Your Meme

What happened on the internet in 2009

The internet in 2009, by the numbers. I found these numbers very fascinating and felt compiled to share them—-ideas worth sharing……

Welcome to the mobile revolution…

Mobile phone users will spend $6.2 billion downloading applications this year, up from $4.2 billion last year, according to a report from Gartner. And the trend appears to only be starting with Gartner forecasting sales in mobile application stores of about $29.5 billion by the end of 2013.

And that’s just paid applications. The vast majority of downloads — an estimated 82 percent — are free to consumers.

“Application stores will be a core focus throughout 2010 for the mobile industry and applications themselves will help determine the winner among mobile devices platforms,” said Carolina Milanesi, research director at Gartner, in a release. “Consumers will have a wide choice of stores and will seek the ones that make it easy for them to discover applications they are interested in and make it easy to pay for them when they have to.”

The battle for the mobile phone application ecosystem is a crucial one as Microsoft looks to catch up to Apple and Google.

The mobile space is an area that keeps getting interesting with no letting up. In many areas of the third and developing world, the mobile penetration has been simply astounding. The mobile penetration in Africa is close to 371 million phones with the highest concentration of 63 million in Nigeria…

In many ways, most developing countries leapfrogged land line and Pc’s for the ever ubiquitous mobile phones, available in some of the remotest rural villages.

What does this all mean?

It means that more and more people in the future will used mobile phones to access the internet; and in many developing countries, mobile phones will be the a necessity for social economic development.

The growth of cellphone use, particularly in the developing world, is providing health experts with a new channel of communication to provide family planning information.

For the US and the rest of the developed world, it means that the race to smartphone superiority in the US will be determined by the company no with the most superior innovative hardware, but the one with the most useful ecosystem to sustain applications, users and developers. So far, Apple has done a better job with plus 100,000 apps in its app store. Follow by the android market place with about 20 thousands, although i think that the Android, backed by Google with an impressive line of manufactures making different android devices; the open source approach by Google is also vital in this regard.

How-to open files with weird extension..

Have you ever received  a file with an uncommon extension…? I have–It happened to me recently when my lawyer emailed me an attached documentation for my reading and approval. Well, the problem is—- it was in an old binary office suite .doc format. I had to find a program to  open the file-needless to say that it took me sometime to find a  FREE solution.

On another occasion , I  was on the other side of the fence when I used the free linux version of openoffice suite to send a documentation that the recipient  on the receiving end could not open because it was incompatible with his Microsft office suite.

This website should be bookmarked and kept handy because it takes care of this problem for FREE and save you plenty of time; You can thank me later….LOL

popular desktop apps and their free online alternatives


Google Vs China

Google and China incorporated  are on a collision course. It s no secret that despite the fact that China is the manufacturing epicenter of the world, their  human rights record  has always been troublesome–to say the least. Google set shop in China four years ago; Just like any publicly traded company with the best interest of its share-holders at heart, they decided that China was too big of a market to ignore( with 1.3 billion people, roughly 20% of the world’s population). Google has gone from zero to 30% of the search market share, but Baidu, its chief competitor in China still maintains a convincing 60%.

It is also a fact that China is very big on censorship and for the last four years, GoogleCn has all but capitulated to the chinese demands. apparently, the last straw that broke the camel’s back was  an alledged  government backed attempt to hack the Gmail account of Chinese dissidents.  How exciting! Google has issued a statement saying it’s un-censoring its search results in China! And in retaliation, it is threatening to pull out of china. Google has every incentive to keep kissing China’s ass…

By the numbers...

Cynics have argued that Google’s  bid to become the dominant search engine in China has not materialized, and this is an attempt to pull out of a bad situation while saving face-I disagree. Better late than never.. Any time someone takes a baby step in protest of China’s censorship and dismal human rights record, they should be applauded. Google global market capitalization last year was 22 billion dollars, only 300 million came from the chinese market. So while the Chinese market is very important and shouldn’t be ignore, sending a strong message from a Google perspective is more important. The “United States of America Incorporated” hasn’t taken any measures against China lately…Oh, I get it..China holds about 2.2 trillion dollars worth of US denominated instrument; Japan and China combined for about 44% of the US public debt….This makes it really interesting for the US to take a stand…???? Way to go Google….

Technology: the good, the bad and the ………?

AVERSION TO CHANGE IS AS OLD AS THE UNIVERSE….Technology is change…as a matter of fact, constant changes, changes so fast that even the most savvy tech insiders lament every now and again.  I was visiting a  bank of American branches yesterday ( the one on Bankhead Highway, Atlanta GA), I realised that the teller who usually handles my deposit had been temperately encouraging me to try the new self driven automated deposit process-but to no avail.

I think I know why her gentle effortinitially fell on deaf ears: It didn’t work  because in spite of my penchant for technology as a whole, my need for friction was more persuasive. subconsciously, I had resisted trying the new technology because I wanted to keep up that human touch. The irony about technology is that its advances and elevation of human civilization are sometimes parallel to the collateral damages. it so many ways, we are becoming a ” FRICTION-less” society.  The flowering of communication technologies such as twitter, Facebook, texting among many others have propelled communication into the 21st century while clearly reducing some of the human stroke that we all so desperately need.

The world is flat-anything that can be digitized and automated will be…., anything that can be outsourced, insourced, crowdsourced, homesourced, offshored will be. In a flat world where the nation-state is somewhat the only barrier, workers in the USA and those in Bangalore, India will compete for the same jobs.

The second  irony of the situation was the  bank teller in Atlanta.  She was training her customers to the very automation process that would take her job away-We are all vulnerable-unless those with highly specialised skills that can not be digitized or automated.

Is real-time the new black…?

One of the biggest emerging trends is the ‘real time’ centric environment that is taking shape in information tech, especially with the profliferation of mobile computing. The existence of Twitter in many ways has been a real trailblazer in this regard-the instant gratification  that comes from being able to  access events and products on the fly is becoming the new standard. I was reading a blog post yesterday when one blogger quipped that the story on  the botched Christmas day plot was yielding more real-time results on the Microsoft  bing search engine than on the almighty Google.

Twitter has become essential for tracking breaking news-in many instances way ahead of network and cable communication.It’s also great for networking with readers. Real-time Web outlets are great not only for talking, but for listening. Google and Microsoft are all grabbing real-time feeds from twitter and making updates.

The contenders for real-time search are digging in and getting ready for and Scoopler have designed their user interfaces to favor the most recent content, while Tweetmeme, OneRiot, DailyRT and Topsy focus more on what’s popular.

The abundance of social networking, real-time search, geo-location tools and mobile computing will not only make unfiltered searches close in on approximation to real-time, but also make it easy for virtual friends to connect in the real world, as this trend continues.

Great lessons learned so far….

  • Observe others around you. 80% of communication is nonverbal.
  • Keep your car clean( I try very hard at this one but sometimes fall short…)
  • Express gratitude
  • When in doubt, dress “up”, not down.
  • Walk into a room Tall, Strong and Proud.
  • Develop the fine art of charisma, yes, charisma can be developed-as a matter of fact, it takes 10,000 hrs. to develope superior ability at any skill. This breaks down to 3 hours a day for ten years..
  • Be able to laugh at yourself.
  • Don’t blame anyone-blame it on the
  • Think you can. Believe you can
  • Respect everyone, especially those older than you, and the younger ones too.
  • Remember where you came from, in my case from the mother-ship AFRICA
  • Understand that the people who seem to need the least amount of love, usually need the most.
  • Know a good clean joke.
  • Expect good things to happen.
  • get a blog
  • Always leave a tip. Even when the waiter/waitress is not on point–ha-ha, don’t know about this one. I live in Atlanta and in some local restaurants, gratuity is automatically added…
  • Never say never.
  • be curious..yeah, i know they say curiosity  kills the cat but it drives me every day
  • Surround yourself with successful people
  • love your parents, especially your mother….i love mine very much.
  • To be continued……
  • what have you learned so far?????

Why recession could be a blessing in disguise..

There are some anecdotal evidence that more and more college students are finding their way into entrepreneurship and not waiting for employers to come knocking at the door . It is not surprising that most of these new entrepreneurs are creating online businesses. While creating an online business  has a low barrier to entry, it is also very competitive . One can create an online business for a small fraction of the startup cost for a break and mortar.

Some of the useful tools for a start up:

  • ycombinator (startup boot camp, and seed capital funding and mentoring for startup)
  • Techstars is another resource with a similar approach.

I also found out that the following reading resources are indispensable for a new startup.

  1. Founders at work by Jessica Livingston, it tells stories about the early days of a startup.s a collection of interviews with founders of famous technology companies about what happened in the very earliest days. These people are celebrities now. What was it like when they were just a couple friends with an idea? Founders like Steve Wozniak (Apple), Caterina Fake (Flickr), Mitch Kapor (Lotus), Max Levchin (PayPal), and Sabeer Bhatia (Hotmail) tell you in their own words about their surprising and often very funny discoveries as they learned how to build a company.
  2. High Stakes no prisoners,  by Charles Ferguson is another one. It is a bit dated, but never the less an oldie, but goodie with a lot of timeless lessons and stories.
  3. Paul Graham’s essays which i have already refered to in an earlier post.
  4. A weekly podcast by Jason Calacanis called this week in startup is also a great hangout.

how to jailbreak your iphone in a blink of eye…

iPhone OS hacker, GeoHot, released Blackra1n this weekend, a new jailbreak utility for iPhone OS 3.1.2.

The new Windows-only utility follows on the heels of Purplera1n and you can download it now. Windows users can use it to jailbreak iPhone OS 3.1.2 on all iPhone and iPod Touch models regardless of their hardware generation. Using the application is simple. You just plug in your iPhone or iPod Touch using the standard USB sync cable and follow the instructions below.

Difficulty level:

What you need:
>PC running Windows XP or Vista
>Download Blackra1n using from


  • BlackRa1n does not unlock your iPhone so that it can be used with another carrier.
  • If you have already updated to 3.1 or higher and you did not use PwangeTool to upgrade from an earlier iPhone OS version, then you will not be able to unlock your iPhone until PwangeTool is updated.
  • iPod Touch third-generation users take heed–Blackra1n only supports a tethered jailbreak. If your battery is depleted after the hack, then you will have to reconnect your iPod Touch to a computer and use the Blackra1n utility to reboot it.

Great tips and pointers for start-ups and entrepreneurs..

One of the daunting challenges for entrepreneurs is finding the right resources without spending too much time. Believe me, i know it.  I stumbled upon some of the following materials, which i believe will tremendous help any entrepreneurs, especially in the tech space. I am working on a list for the brick and mortar space as well.

  1. What Startups Are Really Like by Paul Graham: Great easy—practical how-tos to anyone who dare to dream the entrepreneur dream..
  2. Milestones to Startup Success by Sean Ellis: Sean Ellis explains the need for minimum viable product, aka MVP and then outlines how start-ups can go up his start-up pyramid to find success.
  3. Myth: Entrepreneurship will make you rich by Eric Ries: “One of the unfortunate side effects of all the publicity and hype surrounding startups is the idea that entrepreneurship is a guaranteed path to fame and riches. It isn’t,” writes Eric in this no holds barred essay about the challenges and pitfalls of being a start-up founder.
  4. What is the minimum viable product? By Venture Hacks: A great audio conversation on Venturehacks blog including a slide show.
  5. The power of continuous improvement by Mike Speiser:
  6. Getting comfortable with People who make you uncomfortable by Mike Speiser: In this article Mike addresses the need for people who challenge conventional wisdom and make everyone around them uncomfortable. Which is why every company needs them.
  7. The Funnel Principle: Software & Making Money by Tony Wright: It is good to build great products, but in order to build great companies one needs to have more — clear path of monetization, an attention magnet and in general excellence at things beyond product development.
  8. Does every start-up need a Steve Jobs? by Andrew Chen: A dissection of how insanely great products are built by combining desirability, feasibility and viability. Read this post after reading Wright’s Funnel principle.
  9. Designing for Social Traction by Josh Porter