http://www.mcsweeneys.net/articles/prospectus-for-silicon-valleys-next-hot-tech-ipo-where-nothing-could-possibly-go-wrong
McSweeney’s Internet Tendency: Prospectus for Silicon Valley’s Next Hot Tech IPO, Where Nothing Could Possibly Go Wrong.
Form S-1
Registration Statement
Under
The Securities Act of 1933
Ponzify, Inc.
LETTER FROM THE FOUNDERS
Forget Facebook. Forget Groupon. Forget everything you know about Silicon Valley. Because Ponzify isn’t like other tech companies. We don’t promise results. We show them to you, on a piece of paper, that has your name and a monetary figure that increases every month.
Our business model is simple: Attract users, advertisers, positive press and a corporate buyer; then, pull the cord on that golden parachute and have cable news book you as an expert on startups from time to time. There may be a book deal in there, too. We haven’t decided.
Users love our product because it’s something free. Venture Capitalists love it because they can imagine themselves talking about it at T.E.D. or on Charlie Rose. Trust us: Once you invest in Ponzify, you’ll have a difficult time investing your money anywhere else ever again.
THE OFFERING
Ponzify, Inc., is offering 15,000,000 shares of its Class A stock. Several times, in fact. Ask enough questions, we’ll let you in on the super secret Class B voting shares. Threaten to go to the SEC, and we’ll meet you near the airport. Just to talk.
We anticipate the initial public offering price of our Class A common stock will be between $35 and $42 per share. Mind you, the bank we hired to underwrite this transaction is privately telling its other clients something entirely different. Something about a guaranteed swing in the stock price and a big pay day for insiders. Sounds sweet. Wish we could get in on that
We expect to list our Class A common stock under the symbol PNZI.
RISK FACTORS
An investment in Ponzify involves significant risks.
User metrics
A significant portion of our income is derived from advertisers who still buy this whole “clicks” and “page count” business. Thus, we plan a vigorous defense of our current metrics while making up new ones with impressive-sounding names. For instance, KonBuy (short for “Konfirmation Bias”) scores the popularity of apps and websites based on whether their titles are intentionally misspelled portmanteaus.
Age Factor
Our CEO, CFO, COO and a bunch of other acronyms were all born after Nirvana released “Nevermind”.
Experience
Did you watch that two-part Frontline special on PBS about the inside story of the global financial crisis? We did. We were like “Dude, that’s like what we’re doing!”
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. For instance, “Our company is built upon a viable revenue model” is a forward-looking statement. All statements other than statements of historical fact, particularly those made by our founders to the press, shareholders or women in bars, will be considered forward-looking statements.
USE OF PROCEEDS
We assume that the net proceeds from the sale of our Class A stocks will net us about $600 million. That money will be used to purchase office space as well as a variety of office equipment, including Dig Dug, Dragon’s Lair and Frogger. We figure that due to the bloated staff size we intend to maintain for far too long, we’ll need at least two Trons. Also, we plan to pay the following celebrities to appear at our recklessly expensive 1st anniversary party: Leonard Nimoy, Don Rickles, The Rolling Stones, the U.S. women’s volleyball team and the entire cast of Game of Thrones (who will be asked to appear costumed and in character).
BUSINESS
Overview
Ponzify is a solutions-oriented global technology leader that specializes in selling paper products.
How we generate revenue
We employ a three-prong strategy to generate revenue.
1. Investment
Until now, if someone asked us if we had V.C., we’d make a joke about how, no, we use condoms. We still make that joke, but now Venture Capitalists hand us a check for a few million every time we do. Apparently, just saying “mobile strategy” is enough of a mobile strategy.
2. Advertising
We tried selling our product to users but that failed miserably; so, we turned to an ad-driven model. The way it works is, we give away the product for free, then lure advertisers with the promise of connecting them to millions of people who hate to pay for things. Amazingly, it works.
3. Accounting
Our primary measurement of revenue is a non-GAAP accounting principle known as Adjusted Consolidated Assumed Income (ACAI). ACAI is an ancient accounting remedy that can slow the aging process of most balance sheets and rejuvenate the face of any company, no matter what the medical community or the FTC might tell you.
CERTAIN RELATIONSHIPS
AND PARTY-RELATED TRANSACTIONS
Indemnification of officers and directors
This was, like, the first thing we did. Well, negotiate our golden parachutes, then this.
Indebtedness of Management
Management is fine. It’s the company you should be worried about.
Read the article online here: McSweeney’s Internet Tendency: Prospectus for Silicon Valley’s Next Hot Tech IPO, Where Nothing Could Possibly Go Wrong.
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Image: democonference
He's at his desk in the middle of Groupon's wide open, call center-style office in Chicago. His headphones are on. His brow is furrowed.
His company had been the darling of the business press for the past two years. Suddenly it's not.
He can't hang on to a COO. The SEC is asking questions. Industry executives are calling him a ponzi schemer. Early employees are demanding six-figure pay for 9 to 5 hours. One even filed a lawsuit. Merchant customers are screaming. And Mason and his board, having helped themselves to $900 million of cash that could have gone to the company, are are now being blasted for incompetence and greed.
What a turnabout from a few months earlier, when Groupon was the talk of Wall Street. Then, Groupon was one of the fastest-growing companies in history, spurning $6 billion takeout offers from Google, preparing to go public at a valuation fo $25+ billion. And now everyone was talking about it running out of cash!
So what happened? How did things go so wrong?
And now that Groupon is finally going public, how will the Groupon story end?
This story, as told to us by insiders, answers some of these questions. Our sources all asked to remain anonymous, either in deference to the SEC's "quiet period" rules for companies that plan to go public or in order to remain in compliance with severance agreements with Groupon. Groupon itself declined to comment.
GOING CAPITALIST
Image: AP
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Mason maintained a website called Policy Tree, which featured articles like "Karl Rove should be fired or resign over the C.I.A. leak."
On the side, he was doing contract work building databases at a company founded and funded by an entrepreneur named Eric Lefkofsky.
Lefkofsky was already a very rich man, having built several businesses around call centers and the Internet. Mason was an intern, "kind of squatting in their offices," according to one source.
In January 2007, with Lefkofsky's backing, Mason started working on a company — a do-gooder enterprise called The Point.
The Point was a social media platform designed to get groups of people together to solve problems.
The Point was not intended to be a big money-making enterprise, and by one early employee's account, that was fine with most of the staff.
The Point launched in June. It gained modest traction in Chicago, but basically went nowhere.
Every Monday, Lefkofsky, Mason, and a handful of early employees would meet to talk about the Point's progress. One Monday, in the middle of 2008, Lefkofsky raised an idea he had that could revitalize the struggling start-up, based on a campaign he'd seen launched on The Point.
Ordinarily, people used The Point to organize around some sort of cause that might make the world a better place.
But in this case, a group of users decided their cause should be saving money. Their plan was to round up 20 or so people who all wanted to buy the same product and see if they could get a group discount.
"Eric said maybe this is the thing that we do," says a source who was at the meeting. "Maybe we set up a separate page, make it dedicated to group buying."
At first, Mason and The Point's other early executives dismissed the idea. "It didn't seem core to our mission," says the person who was at the meeting.
Through the rest of the summer and early fall of 2008, Lefkofsky would not let that idea go. He'd bring up all the expensive purses his wife and all her friends were buying, and say, "It's crazy! Couldn't they buy 20 of them and get a discount?"