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How to apply IPO for your virtual company in a virtual stock market?

capex

Capital Exchange Stock Market Simulation Game
(Also known as “CapEx”)

Skip Oceanlane
CEO and Majority Owner

www.slcapex.com

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What is the Second Life Capital Exchange?

Capital Exchange Stock Market Simulation Game (“CapEx”) is a Stock Market Simulation operating adjacent to Second Life(R).  Our website, www.slcapex.com, provides a platform for trading stocks of virtual companies conducting business within Second Life.  Second Life is a trademark of Linden Lab.  The website www.slcapex.com and its affiliates are NOT affiliated with Linden Lab.  By depositing Lindens in the CapEx ATM or using the website www.slcapex.com, you agree to all the policies and terms of service listed at: http://www.slcapex.com/content/info.

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Why should you list your company at Capital Exchange?  Read below:

Introduction to an IPO – Short Version

You’re interested in raising Lindens for your business, but it’s not very easy, is it?  We at CapEx give you a better way to do so.  In the last 24 months we have helped companies sell over L$200,000,000 in virtual stock!  Basically, here it how this works:

1) You come up with a plan for your existing company (we prefer companies that are already break-even or making a profit); explaining how it will sustain itself over the long term with reliable income, and profits to pay out to those that wish to invest in you.  At the current time we are not accepting applications from “new” companies that haven’t formed yet.

2) You present your business plan to CapEx.  We will interview you, review your plan, and determine if we think your business will be sustainable for listing.  A company review could take between 10-30 days as we are very careful who we allow to list.

3) If approved, you choose how much stock you wish to create for your company, most times keeping a majority of stock for the CEO (usually yourself).  This is called an “Initial Public Offering” (IPO) of your stock.  You have to balance your need for Lindens with how much capital you think you can raise.  It’s not going to be easy – you’ll have to go out there and sell your idea to investors but it can be fun and it’s good advertising for your company.

4) Once you sell all your stock to investors, your company is listed on CapEx.  People can now buy and sell your stock on the open market.  It’s your responsibility to maintain your company within the rules of the exchange.

5) As time goes on, you pay a dividend to all your shareholders using your profits.  This is how you keep your investors happy.  Because you also own stock, this is usually how you pay yourself.  You’ll be responsible to file monthly financials and to keep in contact with your shareholders/investors.

So those are the basics.  Below you can read a more detailed version about the technical aspects of listing a virtual company on CapEx.  Please note that you must read and agree to everything in this Notecard as well as all the rules and regulations of CapEx before applying.

If you think you qualify for your virtual company to be listed on CapEx, contact CEO Skip Oceanlane within Second Life, or e-mail him at nyrounder@aol.com.  Thank you for your interest and we wish you the best of luck!

Skip Oceanlane
CEO and Majority Shareholder
Capital Exchange
www.slcapex.com

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Here are all our listed companies as of March 23, 2012:

ADS – Second Ads
ARK – Arkad’s Products
BDVR – Blue Diamond Virtual Reit
BOOT – Bootgasm
BOTS – SmartBots
BRC – BR Corporation
BSF – CapEx Beta Stock Fund
CAPX – Capital Exchange
DFH – Digital Financial Holdings
DMC – Digital Mining Company
DMWA – Dead Men Walk Again
DSF – CapEx Delta Stock Fund
EAC – EA Creations
EARN – Earn2Life.com
EDMO – Edmose Group
EFT – EF Technologies
EVO – EVO Breeding Co.
FAC – Fairey Angel Creations
FKH – Flying Kitten Holdings
GSF – CapEx Gamma Stock Fund
GVC – GVConsulting
HCS – Hostcrate
ICE – Int’l Currency Exchange
IMBR – IMBROKERS Inc.
ITA – WNB ITA Holding
LIA – Legal Insanity Architecture
LLC – L&L Corporation Inc.
LLF – Leather & Lace Fashions
MLS – MiLOS Designs
MRG – Marix Group
MSX – Moneyservers Exchange
NBC – Nintai Brokerage Corp.
NIC – Nestler Investment Corp.
OIG – Online Investment Group
OMG – OMG! Inc
OSF – CapEx Omega Stock Fund
PLK – PixeLook.net
RPG – The Destiny RPG
SAS – SL Special Situations
SEC – Secondnights.com
SSF – CapEx Sigma Stock Fund
TALT – Triple A Lindex Trading
VBL – Verballis Translations Serv.
VES – Vestigium
VGW – Virtual Groundworks
VHEA – VH Employment Agency
VRS – Virtual Retailers
VSIF – Virtual Stock Invest. Fund
VTM – Virtual Tallinn Merch
YSL – Yanko Sella Land Company
ZEN – Zhenya Zoning Real Estate

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Introduction to an IPO – Detailed Version

(5) – IPO UNDERWRITING POLICIES

(5.1.a) – Thank you for considering listing your company on the SLCapEx.com website.  Our Underwriting Policies and Guidelines for submitting an IPO APPLICATION are defined below.  Before Submitting an application as an IPO CANDIDATE please thoroughly familiarize yourself with our IPO UNDERWRITING POLICIES.  This policy describes our minimum underwriting requirements, our IPO process, review criteria, and a general timeline for our evaluation of your submittal.

(5.1.b) – IPO Applicants should fully understand our “CONTINUED LISTING REQUIREMENTS” which outline the OBLIGATIONS and FIDUCIARY RESPONSIBILITIES you would have to SHAREHOLDERS, should you successfully complete an IPO and commence trading as a PUBLIC COMPANY.

PLEASE CONSIDER THESE OBLIGATIONS CAREFULLY BEFORE SUBMITTING AN APPLICATION – the TIME required to be successful here OFTEN exceeds 10-15 hours OR MORE per week.

(5.1.c) – Your RESPONSIBILITIES and OBLIGATIONS to SLCapEx.com, LLC are also described herein, including our COMPLIANCE and ENFORCEMENT POLICIES, FEES and FINES YOU and/or your COMPANY could be subject to should you violate our RULES.

(5.1.d) – SLCapEx.com ONLY accepts and considers IPO APPLICATIONS for entities that operate either EXCLUSIVELY WITHIN the Second Life(R) Environment, or entities that operate OUTSIDE of SL EXCLUSIVELY IN SUPPORT OF the Second Life(R) Environment and community.

At SLCapEx’s sole discretion, this may INCLUDE SL COMMERCE WEBSITES and/or ONLINE BLOGS or PERIODICALS, or other PUBLICATIONS whose editorial content predominately supports the SL community.

As a general Guideline, we tend to disqualify or reject most START-UP companies that have no operating history or existing revenue base.  These types of SL businesses have historically experienced extremely high failure rates as Public Companies.  However, IF your business concept is of exceptional merit and includes well-defined objectives and reasonably achievable financial goals, SLCapEx may be able to help you secure private venture funding to launch your company.

SLCapEx.com DOES NOT ACCEPT OR CONSIDER IPO APPLICATIONS that endeavor to pursue entrepreneurial opportunites unrelated to Second Life(R), or that attempt to leverage any RL commodity or Financial Instrument for capital gain or Financial Advantage on behalf of the SL Capital Exchange User Community.

SLCapEx will DISQUALIFY and REJECT out-of-hand without reservation any IPO Application that purports to offer any opportunity for RL monetary gain.

(5.1.e) – IF your company is currently listed on another SL Stock Exchange, and you are considering MOVING and RELISTING your COMPANY at SLCapEx.com, PLEASE, contact SLCapEx CEO Skip Oceanlane either IN-WORLD or via AOL E-Mail: (nyrounder@aol.com) PRIOR TO ANNOUNCING OR DISCLOSING YOUR INTENT.

Our Underwriting policies DIFFER SUBSTANTIALLY from other Exchanges and we generally move rather pragmatically as a result.  We welcome opportunities to discuss the merits of your company and ours, as well as the potential benefits and risks inherent in contemplating such a move  Please be assured, we will maintain complete *CONFIDENTIALITY and NON-DISCLOSURE* with respect to such dialogue.

As a self-regulating entity, SLCapEx vigorously monitors and enforces its policies.  We do this NOT so much as a punitive action against our member-companies, but rather as part of a good-faith effort on behalf of Investors who’ve often had litte voice in the SL Finance Community, and on occasion an even still smaller voice in the governance of the companies who trade within the SL Finance Community.

SLCapEx’s policies have been amended (effective January  15, 2011) as part of a broad attempt to fundamentally change the status quo within our at-large community.  Our forward success will be determined largely by the willingness and ability of our MEMBER-COMPANIES – and our INVESTORS – to ABIDE BY THESE POLICIES.

(5.2) – IPO CANDIDATE OFFICER REQUIREMENTS – SLCapEx IPO CANDIDATE COMPANIES must organize and elect a BOARD OF DIRECTORS (BoD) consisting of at minimum three persons and constituting IN ANY CONFIGURATION the following roles:

* a CHAIRMAN of the BOARD (COB),
* a CHIEF EXECUTIVE OFFICER (CEO),
* a CHIEF FINANCIAL OFFICER (CFO), and
* AT LEAST ONE INDEPENDENT OUTSIDE DIRECTOR / BOARD MEMBER – (defined as a person having no direct operational responsibility for the day-to-day activities of the company).

The BoD may appoint additional OFFICERS (CCO, CIO, CMO, COO, CTO, etc.) where appropriate.

NOTICE: The 2:1 RATIO of OFFICERS to OUTSIDE DIRECTORS MUST PREVAIL AT ALL TIMES.

(5.2.a) – By Definition, the COB is responsible FOR/TO the SHAREHOLDERS above ALL else.  Typically the COB is also responsible for articulating the strategic Business Plan, and for oversight of all other Company Officers.

(5.2.b) – The CEO is responsible for the company’s operational performance and tactical execution of the Business Plan.

(5.2.c) – The CFO is responsible for the Financial performance of the company, and particularly for producing and distributing an accurate INCOME STATEMENT and BALANCE SHEET each month.

(5.2.d) – The OUTSIDE DIRECTOR/BOARDMEMBER(s) is/are responsible for monitoring the character and integrity of the BoD independently, and shall report any irregularities he/she may discover to the SHAREHOLDERS and SLCapEx promptly.

(5.2.e) – The BoD shall serve AT THE DISCRETION OF THE SHAREHOLDERS as determined by a COMMON MAJORITY SHAREHOLDER VOTE for a TERM LIMIT as DEFINED in a Corporate Charter, Business Plan, Articles of Incorporation, Prospectus, Published Shareholder Meeting Minutes or other documents that adequately describes the roles and responsibilities, and SERVICE TERM of EACH OFFICER.

Such document shall additionally define the NOMINATION and ELECTION PROCESS for the replacement of Board Members should an Officer resign or otherwise fail to complete their term (ie; Special Election).

(5.2.f) – At company formation, the BoD MUST DEFINE a BUSINESS SUCCESSION PLAN that clearly and definitively articulates a strategy for either the CONTINUATION OF THE BUSINESS AS AN ONGOING CONCERN or LIQUIDATION OF ITS ASSETS IN A MANNER PREFERENTIAL TO NON-OFFICER SHAREHOLDERS in the event that an OFFICER OR FOUNDER exits the business unexpectedly.

Such plan must be PUBLISHED on SLCapEx AND DISTRIBUTED to SHAREHOLDERS as a BINDING COVENANT and ADMINISTERED in good faith as countersigned by each member of the BoD.

(5.2.g) – ALL OFFICERS shall meet the following minimum requirements;

(i) – Must be a “Resident” of Second Life(R) in good standing for a minimum of 90 days prior to commencing an IPO as evidenced by the “BORN:” date displayed in your SL Avatar Profile,
(ii) – Must have “Payment Information” on file with Linden Lab as evidenced by the information contained in the “ACCOUNT:” field of your SL Avatar Profile,
(iii) – Must be articulate and fluent in the English Language.

(5.2.h) – For FRAUD PREVENTION PURPOSES, at SLCapEx’s discretion, We MAY REQUIRE …  that CANDIDATE OFFICERS submit VERIFIABLE DOCUMENTATION evidencing your RL IDENTITY, AGE, LOCATION and CONTACT INFORMATION as a pre-condition and as an ongoing requirement for BOARDMEMBERS.  Please Note: SLCapEx will SAFEGUARD ANY SUCH INFORMATION to the best of its ability pursuant to the SLCapex.com PRIVACY POLICY and subject to the conditions and exceptions therein.

(5.2.i) – ALL of the foregoing IPO CANDIDATE OFFICER REQUIREMENTS must be on-file and complete to the sole satisfaction of SLCapEx PRIOR TO THE COMMENCEMENT and SALE OF INITIAL PUBLIC OFFERING SHARES TO THE PUBLIC.  In the event that a BoD is NEWLY NOMINATED as part of the IPO, such nominations shall be RATIFIED BY SHAREHOLDERS WITHIN 30 DAYS of THE COMMENCEMENT OF TRADING FOLLOWING THE SUCESSFUL COMPLETION OF AN IPO.


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