VentureInc.

The boom of the dot-com era in 1999 brought the emergence ofcorporate venture capital as a major source of funding to theprivate equity markets. Corporate venture investments peakedin the third quarter of 2000 with 608 deals totaling a combined $4.9 billion. A few of the top corporate venture capital investors of 2000 included Nokia Corporate ($500 million), Oracle Corporation ($400 million), Intel Corporation ($300 million), Sun Microsystems, Inc. ($300 million) and Daimler Chrysler ($100 million). But as we all know, the dot-com balloon burst in the second half of 2000. By the second quarter of 2001, corporate venture capital activity dropped to just 172 deals worth approximately a combined...

There are many creative ways to finance your business. Here are some common and creative ways to finance your business venture. Family and Friends 1. Write a business proposal as if you were going to write one to obtain a loan from a banker. Discuss what the business does, the market demand for the product or service, how you intend to market your product or service, include financial projections: in what time frame do you anticipate the business will be making a profit. Include financial statements and tax returns. 2. State how much money you need, what the money will be used for and the terms of the loan such as the interest rate, how you intend to pay the loan back whether this be in a lump sum...

Private Equity Venture Capital is an investment stocks from private firms that are not listed in stock exchanged market. Usually the exchanged market is composed of members who inter-sale securities in a definite stock market set at a particular time, or fixed buying timetable of closure. Private equity is funding on a very broad sense. Types are leverage buyout, growth capital, angel capital, venture capital, and the mezzanine capital. Some Types of Private Equity Venture that are Popularly Favored 1. The Leverage Buyout This kind of venture capital is set on a ratio of 90 to 10 percent capital funding distribution coming from loans, or second party funds with a 10 percent equity of the base...

> According to Pricewaterhouse Coopers, investment by institutional venture capitalists in startups grew from less than $3.0 billion at the beginning of the 1990’s to over $106 billion in 2000. Although venture capital volume has retreated significantly since the economic “bubble” years of the late 1990’s, the present volume of around $ 19 billion per year still represents a substantial rate of growth. Venture capitalists will fund more than 2,500 high growth startups in the U.S. this year. The growth in venture capital investing has given rise to a relatively new and expanding area of equipment leasing known as ‘venture leasing’. Exactly what is venture leasing and what has...

"Get an introduction to the venture capitalist." It's good advice. It just isn't always possible, or even likely. Many outstanding entrepreneurs with equally outstanding financing proposals simply don't have The Introduction. Unsolicited, and un-introduced, financing proposals are typically tossed into the dog pile or slush fund or circular file. In most venture capital firms it is the job of a new member of the firm, typically someone with a freshly scrubbed MBA, to weed through that pile, toss out unlikely candidates and pick out any projects that are worth looking at. So the first barrier is a young, ambitious, very well educated, inexperienced person who wants to make a good impression on...

So you want to start a business and have some pretty good ideas of what you want to do. There is only one slight problem; you have not funds to get it going. You figure, after gazillion years of relationship with your banker, it is time to cash in. Armed with your business proposal you head out to borrow funds. Oops, you find out the bank is not lending. So you just wasted all those years building a relationship with your banker, which during tough times is pretty much...meaningless! Well, you say, let me get a home equity line to get my business going. You fill out an application; submit tons and tons and tons of documents. Wait for the appraisal to come in and...oops, you have no equity! And your...

> Commercial Finance- Angel Money explores the world of angel investors. During these times of hard money what are the pros and cons of working with angel investors? Are they really venture capitalists with wings?   The Merriam-Webster Online Dictionary defines angel as:   “1 a: a spiritual being superior to humans in power and intelligence; especially: one in the lowest rank in the celestial hierarchy; 2. an attendant spirit or guardian 3. a usually white-robed spirit or guardian of human form in fine art 4.  messenger harbinger i.e. angel of death; 5. a person like an angel ( as in looks or behavior); 6. Christian Science- inspiration from God; 7. one (as a backer of a theatrical venture) who...

div align="center"> Bell was a nice human being. One day he showered some valuable words of wisdom when he was asked to raise the money for upcoming businesses. He was not an expert, however his experience enabled him to understand the business intricacies deeply. Despite of the fact that he was not able to hold theoretical knowledge, his concepts were better than an MBA student. Be it Venture Capital Deal Structure, or anything for the matter, he was able to give a sound financial advice on every matter with keenly addressing the perennial needs of the upcoming businesses. People were amazed with Bell's clarity of concepts and especially on the issue of debt management. UK provides many...

Anyone thinking about going into business for themselves, or wanting to expand an existing business should rush for the world's largest "one-step-money-stop" where FREE MONEY to start or expand a business is being held for you by the Federal Government. It sounds absolutely incredible that people living right here in the United States of America wouldn't know that each year the world's largest source of free business help delivers: * Over $30 billion dollars in free grants and low interest loans; * Over one-half trillion dollars in procurement contracts; * Over $32 billion dollars in FREE consulting and research grants. With an economy that remains unpredictable, and a need for even...

Venture Capital Advice Founders are a rare breed. You need perseverance, talent, and a high threshold for risk to create your own company. But then comes the big step- how do you finance your project? Founding a business is like learning the first time how to ride a bike. It may take a few falls to the pavement before you can eventually feel comfortable behind the handlebars. If you need venture capital, some times people think that all you have to do is to contact one of the general partners at the VC, send a copy of your business plan, and you will be invited to the entire partnership. The truth is that partners at VC firms are inundated with business plans and wherever they go they are...

Are you currently running a Digital Media Technology or a Digital Media company or other media related companies and considering raising capital? This is one of the highly sought after sectors by the angel, venture capital and other investors. However, as the technology and industry evolve, the definition of "New Media" or "Digital Media" or "Internet Media" is becoming more and more broad. For capital seekers, it is a great trend as this means more companies are now expanding their mandate to include "media" assets, in this article, we revealed the our latest interviews and findings from VCs and Angel Investors about what kind of sectors and segments they will be looking in 2010. What are they...

The rise of venture leasing and lending has created an opportunity for sophisticated entrepreneurs to gain a competitive advantage. Savvy entrepreneurs are using venture leases and loans to generate millions of dollars for shareholders by leveraging existing venture capital. They have discovered ways to use this flexible financing as a tool to build enterprise value between equity rounds and to leapfrog less sophisticated competitors. Venture leases and loans are usually asset-based, financing arrangements. These financings are available to qualified pre-profit, early-stage companies funded by venture capital investors. Start-ups need equipment and working capital to help them execute their business...

Now we have seen 2009 was truly a beginning of the "Green Investment" era with many more predicting 2010 is going to be a stellar year for Green investments. We have gathered information throughout 2009 by following deal-flows announced; and determined where the best cities are for 2010 for green investments. Not surprisingly, USA still dominates the list, and we believe the trend will continue as USA remains the world's biggest venture capital & private equity market, and frankly speaking, it is quite difficult to see how this will change over the next decade or two. While China is rising, its investments are mainly driven by Government funding, the venture capitals are starting to become...

Many starting out in business don't realize that that there are more than 20 funding sources available to get the money needed to fund a business vision, idea or project. The sources are broken down into two main groups, Bootstrapping and Equity Financing. Bootstrapping is when you the Entrepreneur decide to go it alone using on the ground resources from personal savings to second mortgages. Equity Financing is when you the Entrepreneur decide to give up a percentage of the ownership of your company in exchange for needed capital. Bootstrapping Early Sources: 1. Founders' Capital 2. Savings 3. Credit Cards 4. Second Mortgage 5. Venture Leasing 6. Sales Revenue Bootstrapping Later Sources 1. Lines of...

Probably the single best way to finance buying a business is with investors. Not banks. Not family. And definitely not loans from other non-banking organizations. However, I recently heard something that made me think twice about exactly what kind of investor financing is best. You see, while it's true investor financing means you don't have to pay any interest (after all, they are investing money, not loaning it), not all investors are made of the same stuff. In this case, I learned about a dirty little trick many of the more "unscrupulous" venture capital firms will play on people. And that is to sort of "string you along" when you ask for money. In other words, they will keep saying you will get...

Almost any biotech IPO was a huge success back in the 2001-2006 years. Since the start of the current downturn in the stock prices and stock indexes for about two years we have not seen any single successful biotech IPO. The credit crunch adversely affected the Biotech industry. Almost all of the companies which operate in the biotech sector do depend strongly on outside financing. They hardly generate any income during the times they research their pharmaceuticals or other biotech products. During a time where the stock exchanges experienced fresh money where many reaped the benefits not one of the biotech companies ever tried to launch a biotech IPO. In the last year the conditions changed a bit...

Cash is king in commercial real estate investments especially since the sub-prime meltdown. Even hard money lenders are screening borrowers more carefully these days compared to past years and quite frankly, loans aren't as easy to come by. This is where private money comes in. Private money is money obtained through private investors such as business people, lawyers, doctors and even you and I. Believe it or not, there are many people who are looking for higher yielding returns on investments. These investors want to earn more for their investment dollar compared to what they've been getting in money market, bonds and stock market returns and they are turning to real estate investments as their...

p>Buy-sell agreements exist in many, if not most, closely held businesses having substantial size and/or value. And they exist between corporate joint venture partners in many thousands of enterprises. Buy-sell agreements are agreements by and between the shareholders (or equity partners of whatever legal description) of a privately owned business and, perhaps, the business itself. They establish the mechanism for the purchase of stock following the death (or other adverse changes) of one of the owners. In the case of corporate joint ventures, they also establish the value for break-ups or for circumstances calling for one corporate venture partner to buy out the other partner. Buy-sell agreements...

There are three major investment groups that provide funding to small businesses including new franchisors. Each of these groups has certain unique features. Regardless of which investment group you intend to pursue be sure you have a well written business plan and executive summary. The financial projections must be realistic and sound. Finally, be sure to learn about these investment segments by attending workshops and networking groups, many of which are available for a nominal fee.     Angel Investors   An angel is a high net-worth individual who invests his or her own money in start-up companies in exchange for an equity share of the businesses. Angels typically invest between $25,000 and...

So how did Google get from a market share of less than 1% in 1999 to almost 80% today? What is so special about Google and how has it come to dominate the scene? In this article, the third in my search history series, I look at the role of luck, timing and the mistakes of competitors in the rise of Google. I also evaluate the unique technology and vision at the heart of the Google algorithm. The Dot-com Shake-out You might be surprised to hear me moan about the dot-com mania of 1999-2000. After all, for many of us it was an exciting time. However, for the early search engines, it was essentially a death-knell! The new money entering the market was huge but investors wanted to see returns. Search...

Businesses that are growing require sources of capital. The capital in a company of course comes from the owner or borrowed funds. Generally speaking business owners prefer to borrow rather than sell equity in the company, as that sale of equity dilutes the ownership position, i.e. they own less of the pie! New equity can come from friends and family, venture capital firms, and angel investors. These parties are looking for good management, integrity, owner financial stake, and growth potential. However, in the current difficult financial environment many lenders are in fact insisting that business owners put more of their own money into the company. There is never an easy answer when it comes to...

The field of investment banking has changed faces drastically over the years. Initially the functions of banks and banking institutions with regard to this type of banking was clear cut but today, there is a blurry line between investment banking and other forms of banking. However investment banking has taken a dominant role in the financial, business and banking industry due to the fact that more and more businesses are seeking to undergo mergers and acquisitions to increase the their net worth. Today banks are not the only institutions that are engaged in these functions, private equity and venture capital firms are largely concerned with these tasks as well. Under the corporate finance functions...

ign="center"> As venture capital and private equity continue to make news headlines, entrepreneurs may find it challenging to distinguish fact from fiction. 1. Do investors win at the expense of entrepreneurs? 2. Are investors out to wrest control from management? 3. Is an investor's sole focus on the final liquidity event? The Five Myths of Private Equity. Myth #1: Private equity is a win-lose game -- investors win, entrepreneurs lose. According to this myth, private investors somehow make off with the value of your company -- perhaps buying at a too-low price and cutting you out of the eventual rewards that you'd earn from going public or selling to another company. Remember, though, that private...

I feel like I have to put this out there as a corporate strategies consultant with a firm that is completely submerged in the industry of authoring business plans, private placement memorandums (regulation d rule 504, 505 and 506), facilitating direct public offerings to our database of investors and taking companies public on the OTCBB. When I get calls about private placement memorandums it is typically one of two scenarios: 1. They want to raise capital and they are shopping around for the cheapest PPM author they can find. 2. They have made the mistake of using the cheapest PPM author they could find and now they can't find an investor that will fund their 70 page stack of toilet paper. It never...

Unless you are independently wealthy or homeless, you have to answer to someone, a boss, venture capitalist, the board, customers, and/or the bank. If you are an entrepreneur and are making the rounds on Sand Hill Road, it is hard not to spot the high-end BMWs and Mercedes, as well as more exotic vehicles, parked throughout the garages. Walking through the smartly decorated Sand Hill offices can be a shock for new entrepreneurs, which are likely in or just out of the dorm room. It can look like venture capitalists are "Kings of the World". But, never fear Venture Capitalists have bosses too. And, their bosses are typically much more demanding than any boss you will ever have. Where do venture...

In the private sector, the recent exchanges, the rise of Chinese plate quietly has become a recent hot spot. Some agents have a high-tech products and features API Production enterprises, as private equity fund managers views on quality of resources. Slightly in the quality resources have been scarce in the atmosphere, the movement of funds into the medical industry is more rapid, and has a strong purpose. Necessary investment portfolio, private investment and accelerate the distribution of wind Speaking of China's current environment, president of The Balloch Group, a founding partner in Balloch, said it was private enterprise in China's best period. He pointed out that "a lot of international...

Many people have products that they have thought about and never pursued because of one primary reason -- fright. As product dreamers we are afraid of someone stealing our inventions, not having the funds to pursue the dream or not having the time to move forward. The same people that sit on their ideas look up one day and see the very product that they thought of is currently on the market. Why is this? The reason this happens is because if you can dream of an easier way to get something done someone else can have that very same idea. What makes you and another person that has the same idea any different? Whomever obtains patent protection first has all the rights to the product idea. I have 10...

Tweet Share In a worrying move, the European Commission [EC] announced recently that it plans to create a large number of new regulatory agencies to watch the investment market, in light of the recent financial collapse across the globe. These agencies will have the very broad assignment of creating more transparency in the market and watching for signs of a possible impending meltdown. The problem is that these agencies will monitor any European business or organisation that manages an investment fund, which includes a broad swathe of European organisations. This includes all of the venture capital firms under EU law and will create a burden for all of these companies, in terms of compliance. Due...

Starting a small business is really the challenging and an exciting venture. Writing a business plan is the very important missions that entrepreneurs should focus on before starting small business. But the entrepreneurs should know about writing a plan that it is not about the money. - It is about dedication - It is about energy - It is about having the ability to get the job done You should not think too much about how much money your new job needs. If the lender/ investor are sold, you will have the money. Its starting may change your life for the better with proven ideas on successful of it, practical guidance on how to incorporate it, partnerships and a run-down of financing options and etc...

1> Venture leasing had literally created millions of dollars for Berman’s shareholders. Craig Berman beamed noticeably after completing his board presentation. Berman, CEO of a startup that develops nanotechnology applications for the defense industry, had just closed a $ 20 million equity round. Berman finalized the round at an equity valuation that made the whole board blush. Only six months earlier, Berman’s team faced a daunting technical delay that set the company back three months. With only four months of cash remaining from a previous equity round, the delay would cause Berman’s company to burn cash faster and to fall short of an important benchmark. The prospect of raising...

Private equity investors fall into the same investing category as venture capitalists. They give financial help and practical guidelines to new ventures in exchange for equity. But venture capitalists put money into novice projects expecting to receive a significant profit in the long term, while private equity funding firms consider more developed ventures that allow them to have a clear exit strategy. Equity funding firms invest in fewer projects and intend to increase their profit margins by selling off the company or going public within in less than ten years. Company owners often get more money and deal with less red tape if they take the private equity route rather than going public. You need...

On February 24, the first positive US Immigration reform legislation was officially introduced to Congress co-sponsored by Senators Kerry (D-MA) and Lugar (R-IN). So this new bill titled the StartUp Visa Act of 2010 has been what many venture capitalists, industry leaders in the Silicon Valley and technology space and prominent academics like Vivek Wadhwa had been calling for to help drive job creation and increase America's global competitiveness by allowing immigrant entrepreneurs to remain in the US and innovate. There is great precedent for this as according to American Made: The Impact of Immigrant Entrepreneurs and Professionals on U.S. Competitiveness, a 2006 study commissioned by the...

the past 10 years, lower returns and the economic downturn has brought financing to the VC pressure. The shrinkage of VC financing will be for the next decade VC industry what kind of change? In recent years, launched after the Internet bubble burst in the first VC funds in existence at the end of cycle one after another. As we all know, the Internet in the 90's for the VC and IPO market has created enormous prosperity, then the bubble burst in 2000. VC funds are generally the duration of ten years. 2009 was the first time that 90 out of the ten years than the rate of return is the beginning of 2000 the first post-Internet era, the year of settlement funds. The next few years, a large number of...

A resource about business incorporation, including tips on how to incorporate and form a Limited Liability Company. Corporations with high growth, who are looking for further growth, choose venture capital funding to aid their cause. Institutions like banks require the pledging of incorporation’s assets, but venture capitalists who focus on the corporation’s growth don’t. Venture capital financing come across as a unique proposition to companies that may earn high returns on investment of at least 30% each year. Venture capitalists generally take an ownership stake to share the company’s profits as well as risks, for incorporations require a large outlay of capital. The...

The most common business structures are proprietorships, partnerships, and corporations. A proprietorship is simply a one-owner business. It is the most prevalent form (on the order of 70% of all businesses) because it is the simplest and least expensive to start. A partnership is basically a proprietorship for multiple owners. Most are general partnerships, where each partner is held liable for the acts of the other partners. A limited partnership allows for general and limited partners; limited partners' liability is limited to their contributed capital. If you choose to go into business with a partner, be sure to prepare a formal, written partnership agreement. This should address the...

1. The Next 12 Months Will Be Very Darwinian. Unlike the past few years, only the smart and the strong companies will do well in the next couple of years, as there is simply not enough fat in capital markets or the workforce to take the weak along for the ride. There will be more focus on protecting and building on what you have, rather than focusing on rapid growth. Entrepreneurs must be flexible and highly responsive to market changes and customer needs, and should be extra careful in the management and use of precious resources. The party is not over but the bouncer at the door just got a lot bigger and is being more selective about who gets in to the party (and who stays in!). 2. Growth Must...

Venture Capitalists are wealthy private investors who can help finance your business either it being a business in trouble financially or a new business venture. There is usually a five year lock up on Venture Capital investments, this means the Venture Capitalist or the business they are helping to fund cannot get out of the deal until the five years is up, sometimes this may be longer depending on the agreed business plan. They also charge management fees and incentive fees as well as taking a good sized share of your business. Unlike Business Angels, Venture Capitalists like to have a director or management role within the company to discuss the running of the business as well as keeping a close...

In the current business environment, bias in decision-making is to be expected given that we have operated in a business-as-usual environment for stretches of decades-with only a few recessions and other small bumps along the way. There are dozens of biases that affect our decision making, but some of these biases affect our perceptions more than others in dynamic environments. One such bias is optimism. We have a tendency to overrate our own self-efficacy or ability to meet the challenges ahead. We also tend to be overly optimistic about the future. Over-optimism bias When hiring a sales manager, over-optimism might be a positive trait that can contribute to success. But in decision making, bravado...

ign="center"> Foreign Investment/Acquisition of Indian Companies by Foreign & Domestic Investors - Six Steps Mantra Joint ventures, strategic alliances and acquisitions are the flavor of the day that enable fast growth focused companies to have rapid inorganic growth and expansion in new sectors. However, prior to engaging in a joint venture relationship or acquisition of an operating Indian company ("Investee company"), either by way of private placement, or secondary market, or subscription of substantial equity share capital, it is advisable for the Investor to carefully and stringently undertake the following six step mantra to avoid future surprises and heartburns: (i) Due Diligence/Operations...

Venture capital firms invest only in the most profitable segments of any market. If there are not plenty of customers who are thirsty for your product or service, you can forget about any kind of leveraged start-up. During the last thirty years, merchant bankers have drafted and polished to perfection the requirements for investing successfully in high-growth private companies. Lo and behold, those principles happen to be the same as the elements of tribal marketing. How come? Like in any business riddle, the answer is already contained in the question: both venture capital firms and tribal entrepreneurs aim at a rapid multiplication of invested capital. What are the characteristics that identify...

Now that you have written your business plan, have your preliminary financial data in place, you need money to make it happen. How do you find that money? If you have saved up some, you can use that, or you can go to friends and family and get some money from them, if they support your concept and think you can do it. (F/F/P phase) There are two other sources to go to as well, Angels or Venture Capitalist. An Angel is a person or group that typically gives a startup up idea from $25K to as much as $1M (that much is typically an Angel Group) to begin developing the Proof of Concept or the product itself. You should go to an Angel Funding Source if you need less than $1M, and typically less than $500K...

Venture Capitalists are often called Vulture Capitalists and until you read the book: Confessions of a Venture Capitalist, Inside the high-stakes world of start-up financing by Ruthann Quindlen; well you probably will never understand how they got that slanderous title. In the book Ruthann explains what it was like working in Silicon Valley in a Venture Capital Company prior to the dot com bubble burst. If you are considering getting venture capital for your startup company then perhaps you should read this book. After all would you like to sit down for a cup of coffee with a venture capitalist who has been in the industry for years before you go in pitch your business plan? In the book they...

ign="center"> Info on Joint Ventures A joint venture is actually a contractual deal by two or more persons that undertakes an economic action that is subject to joint control. Epic Traffic Systems is currently looking for JV partners for their up and coming launch, so I have given some guidelines about what you should look for when choosing a joint venture partner. • Jointly controlled operations • Jointly controlled assets • Jointly controlled entities Joint control exists only when the strategic and operating actions relating to the economic process require the unanimous permission of the parties sharing control. A venturer recognizes its involvement in jointly governed investments...

When <a rel="nofollow" onclick="javascript:_gaq.push(['_trackPageview', '/outgoing/article_exit_link']);" href=" for venture capital</a> there are a number of legal issues that you will need to consider. Foremost, it should be noted that only a qualified attorney who has special expertise in securities law can provide you with the necessary information regarding your specific needs. This article is only intended to provide an overview of some of the issues that you may encounter when going through the capital raising process.   In regards to raising private capital, you cannot actively advertise that you are seeking capital. According to regulations set forth by the Securities and Exchange...

There's no question that the financial crisis and ensuing credit crunch have made it more difficult than ever to secure small business financing and raise capital. This is especially true for fast-growth companies, which tend to consume more resources in order to feed their growth. If they aren't careful, they can literally grow themselves right out of business. Amidst all the gloom and doom, however, it's important to keep one thing in mind: There are still options available for small business financing. It's simply a matter of knowing where to look and how to prepare. Where to Look There are three main sources you can turn to for small business financing: Commercial Banks - These are the first...

Is the question of control a reasonable concern when it comes to the participation of a venture capitalist? In fact, many owners are concerned about this topic when considering venture capital investments. It is only natural that a business owner will feel insecure that the participation in venture capital will entitle it with more power. However, venture capitalists have no interest in becoming managers. The reason is the fact that most venture capital providors will invest in more than one company at a time. Being a manager of all of them is an impossible task. A venture capitalist will have some participation but its opinion is not heavier than that of the manager, though they have access to the...

In January 2005, Indian Prime Minister announced scrapping of the contentious Press Note 18 pertaining to foreign financial or technical collaboration under the automatic approval route with effect from January 2005. The scrapping of restrictive Press Note 18 was hailed as, and has proved to be, a positive step towards further liberalising foreign direct investments regulations in India. A. Press Note 18: In terms of Press Note 18, the automatic route (which requires no prior regulatory approval) for foreign investment was not available to foreign investors having an existing or previous venture or technology transfer/trade mark agreement in the same or allied field in India. Investors having a...

ign="center"> Joint Venture membership sites are sites where people go and join, either for free or paid subscription, so they can find JV partners all from one location. Asking "how can I cost-effectively sell to more customers quickly" might lead you to some powerful joint-venture strategies. With a joint venture, you only pay for results. So the best plan of action would be to restate your Joint Venture offer, indicating that you are prepared to be flexible and are open to alternative suggestions. For more details go to: The brains of some of the big players in this business, my weekend in Charlotte was also spent working out new joint venture concepts with many of the other marketers who, like...

ign="center"> When it comes to raising venture capital, your success rate does not entirely depend on how well you have prepared your business plan. Most often than not, it is in how you carry your presentation to venture capitalists that spells the difference between disaster and success. One of the things that you need to keep in mind is that you cannot just up and contact every known venture capitalist in your phone book. Each venture capitalist has their own industry preference and this preference is usually aligned with an industry that they have already worked for. What you need to do is narrow down your list to people who are interested in the industry you are in. You would need the help of...