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Reverse Merger; One of Several Options

27 Jan 2012 | Category: uncategorized | Author: admin

Small and mid-size companies looking to go public usually think
IPO (Initial Public offering), but find it difficult to get an underwriter to look at them. They go out an engage a consultant that advises them to do a reverse merger and they usually jump into it head first without exploring the options.

If you have read some of my previous articles you may find this repetitious, but I can't emphasis enough the importance of selecting a good consultant.
A consultant that is working for you and you alone, and does not have an interest in selling you a corporate shell and getting your company trading, so that they can sell their stock and move on to the next victim.

What are the options?

(1) An initial public offering (ipo) is the absolute best but the most difficult
and most expensive but with the financing that is raised it will enable the company to be listed on one of the more visible markets. Such as Nasdaq
Small Cap, or American Stock Exchange.

And if your company is big enough it may qualify for the Nasdaq National Market System, which would make your company attractive to analyst and
institutional investors.

(2) A Reverse Merger is for the those small and mid-size companies that
are aggressive and will like to grow quickly and find that by being a public
company they can achieve those goal sooner. I will give you some of the benefits of being a public company later.

In a reverse merger the privately held company purchases a publicly traded

company with substantially no assets (a "shell"). The shell issues
stock to the owners of the private company. The shell issues sufficient stock,
usually 90-95% enough to effectively control the public company.

The public company will normally change its name to the private company's
name and elect a new Board of Directors which will appoint the officers.
The public corporation will usually have a base of shareholders sufficient
to meet the 300 shareholders requirement for eventual admission to quotation on the NASDAQ Small Cap Market or the American Stock Exchange (if the private company's financial condition substantiates either
NASDAQ or AMEX requirements). Although some shells have as few as
35-50 shareholders and currently listed (or can apply for listing on the OTC
Bulletin Board or the NQB Pink Sheets.

(3) Regulation D (504) offering.
Under the Securities Act of 1933, any offer to sell securities must either be
registered with the Securities and Exchange Commission or meet and exemption.

Regulation D provides three exemption from registration requirements,
allowing some smaller companies to offer and sell their securities without having to register the securities with the SEC.

While companies using a Regulation D exemption do not have to register their securities and usually do not have to file reports with the SEC. They must file what is known as form D.

Under Regulation D (504) you are allowed to raise up to $1,000,000.00
In a twelve month period. Some of the characteristics of Regulation D are:

Securities can be sold to an unlimited number of persons.

General solicitation or advertising can be used to market this securities.

These securities are freely traded and not "restricted" which investors
can sell their securities in the open market without registration.

This securities are not exempt from the Securities Act of 1933 anti fraud
provision.

Benefit of going public:
Your access to capital will increase, since you can contact more potential
investors.

Your company may become more widely known.

You can obtain financing more easily in the future if investor interest in
your company grows.

Controlling shareholders such as the company's officers or directors, may have a ready market for their shares at retirement.

Your company may be able to attract and retain more highly qualified personnel if it can offer stock options, bonuses or other incentive with a
known market value.

Company can use stock for acquisition purposes.

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Beige Book Discrepancies

26 Jan 2012 | Category: uncategorized | Author: admin

First I would like to say that I am pro-Federal Reserve, yet I also study a lot and follow many industries and have found fault with some of their beige book reports from what I have observed in the market place. Here is a 2003 observation on the discrepancies I noticed. I wish to comment on some of the data collection, which went into the South East Fed Beige book;

http://www.bizjournals.com/nashville/stories/2003/09/01/daily16.html?f=et69

I do not feel that the data collected is absolute or correct and it does not paint a total picture of rural areas in AL, GA, SC and labor issues in FL. I think that perhaps the FED, could do well by having a Mini-FED system for non-DMA. MSA areas run semi-independently and reporting to a division underneath the nearest Fed Bank. Otherwise you end up with cities, which are left out and rural specialty niche companies or industry sector players, which grow a specialty crop, make a specialty product, such as a little city in GA, which makes Fruit Cakes, known and sold around the world and country. We have specialty berry farmers in the North East corner of UT and they have issues that are dissimilar to other larger areas of Salt Lake, it is as if it is another world. Special problems with special needs.

Monies and income flows need to get to these locations also. We must remember that a large percentage of our population base in this country real Americans come from these small areas. They need a better say and if they can be involved even if just in name for increased confidence that they belong and that they are important and not forgotten, then they may find ways to move forward and feel confident and not board up windows on businesses, but rather put a HELP WANTED sign out front, because they are buying additional equipment and buying into the concept of what it is to be part of the greatest and economically strongest nation in the World. This can work. Areas of the rural parts of our Nation can survive and thrive. We do not need inner city urban flight and we do not need any towns bordered up and when rural America does well the Health of the Nation has the strength to fight hard economic times and become the Wealth of the Nation:

[http://www.parthe.net/_cwg0503/0000003c.htm] .

Remember you can chase ghosts and we can fool ourselves, but real Americans who are really part of all of us are in need of assistance and when they do we all do better, because the pie is larger, the GNP is bigger, the flow rates are more and everyone wins. Just remember;

“The Hardest thing of all is to find a Black Cat in a Dark Room…especially if there is no cat.” Confucius

No sense in overdriving our headlights or fooling ourselves with incorrect data just so we can show additional sorties at the expense of those we are sworn to help; The truth, the mission, the victory in that order. If these beige sheets are misdirection or wishful thinking to promote consumer and investor confidence, that is okay with me, but do not fool yourselves, otherwise when you put garbage in, you know what comes out at the dump. Think on this, as there are observers amongst us.

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Business Chance as Personal Injury Lawyer Toronto

26 Jan 2012 | Category: uncategorized | Author: Admin

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