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If an event for buy out exits you should be able to copy and paste supportive evidence. If you can't the reality is your post are fraudulent. Remember your the one advertising.
yea go and do some dd at bhrt, create your own reality.
Sounds great. Any supporting evidence connecting rumors with reality?
bhrt, rumor possible buy out of this company. 50 patents and patents pending. how many companies do you know of that have a billion dollar posibility.
Mr. Lampen appears almost to busy. I have yet to purchase a laptop so properly evaluating CDSI is not easily done from my slow connecting speed on my black berry. What is your opinion of SD Blocks "green containers". Is this a viable product? What is your opinion of the management structure as a whole?
Richard Lampen continues to add daily responsibilities.
Mr. Richard J. Lampen has been President and Chief Executive Officer of Castle Brands Inc. since October 2008. Mr. Lampen serves as the Chairman of CDSI Holdings Inc. and has been its Chief Executive Officer and President since November 5, 1998. He has been the Chief Executive Officer and President of Ladenburg Thalmann Financial Services Inc. since September 6, 2006. Since July 1996, he has been an Executive Vice President of New Valley affiliate, Vector Group Ltd. ... ("Vector").
Mr. Lampen served as an Executive Vice President and General Counsel of New Valley Corp., from October 1995 to December 2005. He has been Executive Vice President of VGR Holding, a subsidiary of Vector Group Ltd. since July 1996. From May 1992 to September 1995, he was a Partner at Steel Hector & Davis, a law firm located in Miami, Florida. From January 1991 to April 1992, Mr. Lampen served as a Managing Director at Salomon Brothers Inc., an investment bank, and served an employee at Salomon Brothers Inc. from 1986 to April 1992. He has been a Director of CDSI Holdings Inc., since January 1997, Ladenburg Thalmann Financial Services Inc. since January 2002 and Castle Brands Inc. since October 2008. He serves as a Director of a number of other companies, including U.S. Can Corp., The International Bank of Miami N.A., Spec's Music Inc. and PANACO Inc., as well as a court-appointed independent Director of Trump Plaza Funding Inc. He served as a Director of New Valley Corp. since July 1996. Mr. Lampen received a Bachelor of Arts degree from Johns Hopkins University in 1975 and received a Juris Doctorate Degree in 1978 from Columbia Law School.
http://investing.businessweek.com/research/stocks/people/person.asp?personId=371934&ticker=LTS:US
New Valley Corp. is a successor to Western Union. As a result, I have owned the spinoffs. I continue to hold Ladenburg Thalman Financial Services since it became independent.
my reverse merger plays: HRID, LUXD, UIBT, DTTO
PFOB - Long Term Multibagger - Shell StockPurchased free and clear of liens and emcumbances in November by creditor Merge Beverages FKA Holigan Racing (CEO Michael Holigan) for 30K. Order was signed November 17, 2010 in THE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION
Micheal Holigan has an impressive body of work, check out the PFOB IBox for the Holigan affiliated companies and RM possibilities and feel free to ask any questions, thanks: OH YEA, IMO PAY CLOSE ATTENTION TO POMPIS ENERGY DRINK SECTION in the IBOX, it is my opinion that this is Holigans shell RM target.
http://investorshub.advfn.com/boards/board.aspx?board_id=3787
The accumulation line is pegged.
LEGAL ADVANCEMENTS AS OF MARCH 20 2011
IN THE UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
TRUSTEE REPORT FOR PERIOD ENDING MARCH 20, 2011
Link to document
http://s1096.photobucket.com/albums/g326/Performing_Brands/Trustees%20Report%20for%20Period%20Ending%20March%2020%202011/
Brief Synopsis
Trustee, Robert Yaquito's Interim Report for period ending March 20. 2011
APPLICATION TO EMPLOY ACCOUNTANT MARCH 10/2011
Link to document 1 of 5
http://s1096.photobucket.com/albums/g326/Performing_Brands/PFOB%20April%202011%20Application%20to%20Employ%20Accountant/
rief Synopsis
Trustee, Robert Yaquinto request to employ Sheldon Levy, CPA to assist in reviewing bank records, financial records, and other information which may be necessary to administer the case; filing Federal Income Tax Returns to reflect the administration of assets during the case; preparing other tax reports required to be filed by the Trustee; and for such other services that may be requested by the Trustee.
Certificate of Mailing & Order Authorizing Trustee's Motion To Sell Property Of Estate
Free And Clear Of Liens And Encumbrances
Link to document 1 of 5
http://s1096.photobucket.com/albums/g326/Performing_Brands/Certificate%20of%20Mailing%20Order/
Brief Synopsis
Certifies that a true and correct copy of the Order Authorizing Trustee's Motion to Sell Property of Estate Free and Clear of Liens and Encumbrances was forwarded by electronic transmission or regular U.S. Mail to all parties listed on the attached service list.
Order Authorizing Trustee's Motion To Sell Property Of Estate
Free And Clear Of Liens And Encumbrances
Link to document 1 of 1
http://s1096.photobucket.com/albums/g326/Performing_Brands/?action=view¤t=Orderauthorizingtrustessmotiontosell.jpg
Brief Synopsis
The judges order to the trustee to sell the PFOB shell to Merge Beverages (FKA Holigan Racing)
The purchase price is $30,000. The sale shall be free and clear of liens and encumbrances with
liens and encumbrances to attach to the proceeds
INDIVIDUAL ESTATE PROPERTY RECORD AND REPORT ASSET CASES
Link to document 1 of 1
http://s1096.photobucket.com/albums/g326/Performing_Brands/?action=view¤t=pgfmppfob.jpg
TRUSTEE’S REQUEST FOR CHANGE OF STATUS
TO THE CLERK OF THE BANKRUPTCY COURT:
Link to document 1 of 1
http://s1096.photobucket.com/albums/g326/Performing_Brands/Trustees%20Request%20For%20Change%20of%20Status/
MOTION TO SELL PROPERTY OF ESTATE
FREE AND CLEAR OF LIENS AND ENCUMBRANCES
Link to documents 1 of 6
http://s1096.photobucket.com/albums/g326/Performing_Brands/1%20of%206%20Motion%20To%20Sell%20Property%20of%20Estate%20Free%20of%20a/
NOTICE OF HEARING AND CERTIFICATE OF MAILING
Link to documents 1 of 3
http://s1096.photobucket.com/albums/g326/Performing_Brands/1%20of%203%20Notice%20of%20Hearing%20and%20Certificate%20of%20Mailin/
LEGAL ADVANCEMENTS AS OF APRIL 19, 2010
Robert Yaquinto, Jr. was appointed Trustee and the Order reopening the case was entered by the Court.
LEGAL ADVANCEMENTS AS OF MARCH 5, 2010
Motion to reopen the case was filed.
LEGAL ADVANCEMENTS AS OF MAY 21, 2009
The case concerning Performing Brands bancruptcy was closed.
LEGAL ADVANCEMENTS AS OF DECEMBER 19, 2008
Performing Brands, Inc. ("Debtor") filed its voluntary petiton for bankruptcy under Chapter 7
AICPQ - The Bankruptcy Trustee now has control of the business and will be responsible for monetizing the remaining assets and paying off claimants, of which AICPQ holders are owed the largest amount. The Granite Re Plan contained insurance financial statements for the AIC subsidiary, but those were dated 3Q 2008. Prior to the conversion, I requested update financials from AICIQ but were never delivered
PFOB - LONG - BUY AND HOLD - Shell Stock, keep on your radar. - Purchased free and clear of liens and emcumbances in November by creditor Merge Beverages FKA Holigan Racing (CEO Michael Holigan) for 30K. Order was signed November 17, 2011 in THE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION
Micheal Holigan has an impressive body of work, check out the PFOB IBox for the Holigan affiliated companies and RM possibilities and feel free to ask any questions, thanks: OH YEA, PAY CLOSE ATTENTION TO POMPIS ENERGY DRINK SECTION in the IBOX, it is my opinion that this is Holigans shell RM target.
http://investorshub.advfn.com/boards/board.aspx?board_id=3787
The accumulation line is pegged.
LEGAL ADVANCEMENTS AS OF MARCH 20 2011
IN THE UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
TRUSTEE REPORT FOR PERIOD ENDING MARCH 20, 2011
Link to document
http://s1096.photobucket.com/albums/g326/Performing_Brands/Trustees%20Report%20for%20Period%20Ending%20March%2020%202011/
Brief Synopsis
Trustee, Robert Yaquito's Interim Report for period ending March 20. 2011
APPLICATION TO EMPLOY ACCOUNTANT MARCH 10/2011
Link to document 1 of 5
http://s1096.photobucket.com/albums/g326/Performing_Brands/PFOB%20April%202011%20Application%20to%20Employ%20Accountant/
rief Synopsis
Trustee, Robert Yaquinto request to employ Sheldon Levy, CPA to assist in reviewing bank records, financial records, and other information which may be necessary to administer the case; filing Federal Income Tax Returns to reflect the administration of assets during the case; preparing other tax reports required to be filed by the Trustee; and for such other services that may be requested by the Trustee.
Certificate of Mailing & Order Authorizing Trustee's Motion To Sell Property Of Estate
Free And Clear Of Liens And Encumbrances
Link to document 1 of 5
http://s1096.photobucket.com/albums/g326/Performing_Brands/Certificate%20of%20Mailing%20Order/
Brief Synopsis
Certifies that a true and correct copy of the Order Authorizing Trustee's Motion to Sell Property of Estate Free and Clear of Liens and Encumbrances was forwarded by electronic transmission or regular U.S. Mail to all parties listed on the attached service list.
Order Authorizing Trustee's Motion To Sell Property Of Estate
Free And Clear Of Liens And Encumbrances
Link to document 1 of 1
http://s1096.photobucket.com/albums/g326/Performing_Brands/?action=view¤t=Orderauthorizingtrustessmotiontosell.jpg
Brief Synopsis
The judges order to the trustee to sell the PFOB shell to Merge Beverages (FKA Holigan Racing)
The purchase price is $30,000. The sale shall be free and clear of liens and encumbrances with
liens and encumbrances to attach to the proceeds
INDIVIDUAL ESTATE PROPERTY RECORD AND REPORT ASSET CASES
Link to document 1 of 1
http://s1096.photobucket.com/albums/g326/Performing_Brands/?action=view¤t=pgfmppfob.jpg
TRUSTEE’S REQUEST FOR CHANGE OF STATUS
TO THE CLERK OF THE BANKRUPTCY COURT:
Link to document 1 of 1
http://s1096.photobucket.com/albums/g326/Performing_Brands/Trustees%20Request%20For%20Change%20of%20Status/
MOTION TO SELL PROPERTY OF ESTATE
FREE AND CLEAR OF LIENS AND ENCUMBRANCES
Link to documents 1 of 6
http://s1096.photobucket.com/albums/g326/Performing_Brands/1%20of%206%20Motion%20To%20Sell%20Property%20of%20Estate%20Free%20of%20a/
NOTICE OF HEARING AND CERTIFICATE OF MAILING
Link to documents 1 of 3
http://s1096.photobucket.com/albums/g326/Performing_Brands/1%20of%203%20Notice%20of%20Hearing%20and%20Certificate%20of%20Mailin/
LEGAL ADVANCEMENTS AS OF APRIL 19, 2010
Robert Yaquinto, Jr. was appointed Trustee and the Order reopening the case was entered by the Court.
LEGAL ADVANCEMENTS AS OF MARCH 5, 2010
Motion to reopen the case was filed.
LEGAL ADVANCEMENTS AS OF MAY 21, 2009
The case concerning Performing Brands bancruptcy was closed.
LEGAL ADVANCEMENTS AS OF DECEMBER 19, 2008
Performing Brands, Inc. ("Debtor") filed its voluntary petiton for bankruptcy under Chapter 7 Public Reply
AMERICAN HOME MORTGAGE AHMIQ RM sends it up 100,000%
GREAT PROCEDURAL RESOURCE
http://www.flexfinancialgroup.com/reversemerger.html
PRMK
ProConcept Marketing Group Completes Due Diligence Review, Moves Towards Definitive Merger Agreement
Date : 04/07/2011 @ 11:19AM
ProConcept Marketing Group Completes Due Diligence Review, Moves Towards Definitive Merger Agreement
Proconcept Marketing (USOTC:PRMK)
Intraday Stock Chart
Today : Thursday 7 April 2011
ProConcept Marketing Group, Inc. (Pink Sheets:PRMK) announced it has completed its due diligence review for the acquisition of Integrity Sales & Service, Inc., and will now move towards a definitive merger agreement between both companies within the next several business days.
With several decades of experience in the business, Integrity Sales & Service, Inc. is a commercial market dealer of used trucks and trailer sales, service, and parts from makers like Ford, International, Freightliner, Volvo and others, and currently has around 20 employees. The Company carries heavy duty inventory including used expedite, box, dump, grain and flatbed trucks, semi tractors, trailers, hot shots, light duty automobiles, and bucket trucks, with a large focus on the agriculture service market in the region. www.99trucks.com
The Company has appointed Ludlow Capital as their Investor Relations counsel to help assist in the development of a shareholder communications department for the new entity. Shareholders wishing to request an investor packet on the company are invited to contact us at (347) 483-0121, or by registering online to our mailing list at www.wallstreetnewscast.com/request/prmk.html
Upon closure of a final agreement between both parties the Company will be updating its corporate website, and will schedule an investor conference call to conduct a presentation on the new company, its history, operations, management experience, and future plans for 2011 and beyond.
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future development activities, and are thus prospective. Forward-looking statements include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, its directors or its officers. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control. Actual results may differ materially from those projected in the forward-looking statements. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties associated with the Company’s business and finances in general, including the ability to continue and manage its growth, competition, global economic conditions and other factors discussed in detail in the Company’s periodic filings with the Security and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements.
PFOB shell - Emergence from Chapter 7, purchased free and clear of liens and emcumbances in November. Check out the PFOB IBox for the RM possibilities and feel free to ask any questions, thanks:
LEGAL ADVANCEMENTS AS OF MARCH 20 2011
IN THE UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
TRUSTEE REPORT FOR PERIOD ENDING MARCH 20, 2011
Link to document
http://s1096.photobucket.com/albums/g326/Performing_Brands/Trustees%20Report%20for%20Period%20Ending%20March%2020%202011/
Brief Synopsis
Trustee, Robert Yaquito's Interim Report for period ending March 20. 2011
APPLICATION TO EMPLOY ACCOUNTANT MARCH 10/2011
Link to document 1 of 5
http://s1096.photobucket.com/albums/g326/Performing_Brands/PFOB%20April%202011%20Application%20to%20Employ%20Accountant/
rief Synopsis
Trustee, Robert Yaquinto request to employ Sheldon Levy, CPA to assist in reviewing bank records, financial records, and other information which may be necessary to administer the case; filing Federal Income Tax Returns to reflect the administration of assets during the case; preparing other tax reports required to be filed by the Trustee; and for such other services that may be requested by the Trustee.
Certificate of Mailing & Order Authorizing Trustee's Motion To Sell Property Of Estate
Free And Clear Of Liens And Encumbrances
Link to document 1 of 5
http://s1096.photobucket.com/albums/g326/Performing_Brands/Certificate%20of%20Mailing%20Order/
Brief Synopsis
Certifies that a true and correct copy of the Order Authorizing Trustee's Motion to Sell Property of Estate Free and Clear of Liens and Encumbrances was forwarded by electronic transmission or regular U.S. Mail to all parties listed on the attached service list.
Order Authorizing Trustee's Motion To Sell Property Of Estate
Free And Clear Of Liens And Encumbrances
Link to document 1 of 1
http://s1096.photobucket.com/albums/g326/Performing_Brands/?action=view¤t=Orderauthorizingtrustessmotiontosell.jpg
Brief Synopsis
The judges order to the trustee to sell the PFOB shell to Merge Beverages (FKA Holigan Racing)
The purchase price is $30,000. The sale shall be free and clear of liens and encumbrances with
liens and encumbrances to attach to the proceeds
INDIVIDUAL ESTATE PROPERTY RECORD AND REPORT ASSET CASES
Link to document 1 of 1
http://s1096.photobucket.com/albums/g326/Performing_Brands/?action=view¤t=pgfmppfob.jpg
TRUSTEE’S REQUEST FOR CHANGE OF STATUS
TO THE CLERK OF THE BANKRUPTCY COURT:
Link to document 1 of 1
http://s1096.photobucket.com/albums/g326/Performing_Brands/Trustees%20Request%20For%20Change%20of%20Status/
MOTION TO SELL PROPERTY OF ESTATE
FREE AND CLEAR OF LIENS AND ENCUMBRANCES
Link to documents 1 of 6
http://s1096.photobucket.com/albums/g326/Performing_Brands/1%20of%206%20Motion%20To%20Sell%20Property%20of%20Estate%20Free%20of%20a/
NOTICE OF HEARING AND CERTIFICATE OF MAILING
Link to documents 1 of 3
http://s1096.photobucket.com/albums/g326/Performing_Brands/1%20of%203%20Notice%20of%20Hearing%20and%20Certificate%20of%20Mailin/
LEGAL ADVANCEMENTS AS OF APRIL 19, 2010
Robert Yaquinto, Jr. was appointed Trustee and the Order reopening the case was entered by the Court.
LEGAL ADVANCEMENTS AS OF MARCH 5, 2010
Motion to reopen the case was filed.
LEGAL ADVANCEMENTS AS OF MAY 21, 2009
The case concerning Performing Brands bancruptcy was closed.
LEGAL ADVANCEMENTS AS OF DECEMBER 19, 2008
Performing Brands, Inc. ("Debtor") filed its voluntary petiton for bankruptcy under Chapter 7.
Post Unavailable
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PTSH!! SOON..Merger with a china company...
http://biz.yahoo.com/bw/080609/20080609005689.html?.v=1
CCMJ Reverse Merger News!!
Thursday, July 24 2008 10:29 AM, EST CruiseCam Receives Two Offers for Corporate Reverse Merger Market Wire "US Press Releases "
BIRMINGHAM, MI -- (MARKET WIRE) -- 07/24/08 -- CruiseCam International, Inc. (PINKSHEETS: CCMJ) reviews offers from two companies seeking a reverse merger with CruiseCam International, Inc.
Over the course of the last two months, CruiseCam International, Inc. has been approached by several companies interested in a corporate merger. Recent events have led management of CruiseCam International, Inc. to reconsider these offers. "The expanding interest in our products has provided us with an opportunity for substantial market penetration if the company has the wherewithal to supply that growing interest. We now believe that a partner who brings substantial financial backing would allow us to take full advantage of these opportunities as soon as possible," stated Scott Watkins, CEO of CruiseCam International, Inc.
The first offer has been communicated in a term sheet that would merge both a public and a private company into CCMJ. The nature of the merger would include management resources, monetary influx and other considerable assets. CCMJ has stipulated a counter offer that is being reviewed by the other party. The second offer includes the same terms but additionally would include new distribution channels which would provide new revenue opportunities. Because it is an established business entity, it has the capacity to provide capital for inventory, increased executive staff (especially financial officers), all of which will be beneficial to the continued successful operation of CruiseCam.
Negotiations with these companies are presently ongoing and CruiseCam International, Inc. anticipates the definitive conclusion of these negotiations within the next 4 weeks.
In support of the potential mergers and the pursuit of bringing the company&aposs filing current, CCMJ is establishing a new accounting office in Miami, Florida .
It should also be noted that CruiseCam is in the process of updating the company website with contact information as well as other pages and expects the changes to be completed shortly.
Additionally, the production-ready system for the long-awaited VetteCam is now completed. The first production samples are being shown to customers presently. In recognition of this important development the company would like to acknowledge CruiseCam&aposs Vice President of Development, J.E. Lamont who is in charge of the China office and contracted manufacturing facilities in Guangzhou, China . This technology (VetteCam) extends itself to not only commercial trucking but has security applications as well. In addition, it will be made into a generic version to accommodate different styles of automobile seats. Furthermore, the product is modular, which allows the camera pod from the Corvette system to detach, therefore working on all the CruiseCam InCar(TM) camera mounts.
Mr. Watkins also stated that, "It has been brought to the company&aposs attention that Pinksheets.com has outdated information. This was a regrettable oversight on the part of the company and we apologize for that. We are taking the necessary measures to rectify this and it is our understanding that a change in company status on Pinksheets.com may take up to 30 days."
The share structure as stated in previous press releases remains the same.
About CruiseCam International
CruiseCam International (PINKSHEETS: CCMJ), through its two operating subsidiaries, develops and markets integrated, "in-car" camera mount and recording systems for law enforcement, consumer, commercial and transportation applications, as well as for competition racing cars. The Company&aposs patented technology and industry-first "Cruisecam" offering have been developed since 1996, and are distributed nationwide. For more information, visit: http://www.cruisecam.com/.
SAFE HARBOR: Statements in this press release other than statements of historical fact, including statements regarding the company&aposs plans, beliefs and estimates as to projections are "forward-looking statements." Such statements are subject to certain risks and uncertainties, including factors listed from time to time in the company&aposs SEC filings, and actual results could differ materially from expected results. These forward-looking statements represent the Company&aposs judgment as of the date of this release. The Company does not undertake to update, revise or correct any forward-looking statements.
For additional Information Contact:
Randy Hamdan
Investor Relations
CruiseCam International, Inc.
313-768-7899
hamdan@cruisecam.com
UDTA....UDTA...Reverse Merger with Profitable Organic Food Chinese Company coming...EPS was 0.02 for nine months ending Sept last year...now sitting at 0.016/0.018
HI,has anyone heard of a company called Metapower?
They are getting ready to do a reverse merger and I dont know the name of the shell. nk
fccn latest big reverse merger
HCPC...Reverse Merger Coming IMHO....News Out
Shell Stock merger with shorted float:
cvsu and fhal are doing a shell stock reverse merger. cvsu is a holding company that has millons in assets and billions in contracts. cvsu's estimated book is $34.
cvsu has bought up all of fhals float and now the shares being traded are shorts. Millions of shares are shorted. The stock will emerge from the merger after the 28th with the stock price set at $15. The MM's will be forced to cover next week before the merger is final.
It is the first time this stock will be traded openly on the market, it has been privately traded up until now.
This is goin to be the short squeeze of the century.
SRLT becomes Chinese Microscope Company.
SRLT is a OTC shell that is reverse merging into a chinese microscope company.
Old OS was 12M. 55M shares have been sold to insiders for $1M, but have not been registered yet.
SRLT now has $1,000,000 in cash which is incredible.
New OS is 67M shares, but the float has not changed at 12M.
http://www.motic.com/ap/eng/home.html
"Xiamen Motic China Group Company Limited"
Xu must be the CEO of Motic, but he is now also the CEO of SRLT
Xiamen Motic is a fairly large company, larger than 99.99% of cos. on the OTC IMO. GO to the web site.
The most important thing is what the final market cap will be for Xiamen Motic. The OS is now 67M.
If you own SRLT you now own Xiamen Motic, which would make it one of the very rare profitable cos on the OTC.
99.9% of OTC cos are just shells.
Homepage
http://www.motic.com/ap/eng/home.html
Chart
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Feast on these fine products
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Large, Modern Factory in China
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Happy Workers
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Motic is a Partner to Zeiss, which is fantastic. Zeiss is a Top-of-the-Line Optics Company from Europe
http://www.motic.com/AD_EN/AD_EN.html
What would you define as a normal reverse merger, the ending structure.
Like what the public company offers, what the private company ends up with, that sort of thing.
New owners with 70%? 80%? 90%? + their company + $xk cash?
This is a great question. There are two entities with which you can execute a reverse merger. The first is to find an existing public company that has ceased operations and the second is referred to as a "blank-check" corporation that is legally created from scratch.
Advantages of an existing shell:
1. There could be an existing investor community following the stock. Having "built-in" volume is not a bad thing.
2. The public shell could be a holding company of synergistic operations and the reverse merger could have a highly strategic agenda.
3. Often, existing shells have cash, or other liquid assets on hand. Cash could be used to structure the deal and jump-start the new entity.
Advantages of a "blank-check" corp:
1. You will avoid any "skeletons" an existing company might possess.
2. You have complete control over the structure of the new company (i.e. number of shares, corporate charter, etc...)
3. It might be cheaper and faster.
I suppose the best method is circumstantial. Same as in buying a house. If you want to move into a specific neighborhood, you might be forced to purchase an existing home.
I understand the advantages of doing a reverse merger, but what I'm asking is, what is the advantage of using a pre-existing "shell" to reverse merge into, over doing a registration statement with the SEC (register stock, initial filing) and initiating trading yourself on the pinks, OTC/BBX by way of the 15c211?
It's probably much like building a house from the ground up or buying an existing house. You might be able to save some costs if you can do a lot of the "building" yourself. By going from scratch there is nothing hiding in the closet.
But with the buying existing home, you get to move right in.
RE: Advantages of doing a reverse merger
A traditional IPO does require a much larger investment and rigorous process than a reverse merger. There are many reasons a company would want to go public. I think the two most significant are to:
1. Raise capital
2. Achieve liquidity
IPO's result in both of these objectives simultaneously. Reverse mergers, although some people might disagree, are best used to achieve liquidity, not raise capital. Raising capital is a marketing effort best accomplished with the assistance of underwriters, investment relation firms, analysts, etc... Much of the cost of an IPO is from the promotional side.
With a reverse merger, a small private company ($10-$30 million) could achieve liquidity for approximately $150,000. With liquidity, the company may have more purchasing power with its stock, better employee retention and a higher company valuation. If raising capital is necessary, the company could engage in a secondary offering a year or two later to promote the stock.
Reverse mergers are not for everyone company. It seems to me they make sense for smaller companies, with a niche investor community, where liquidity in its stock is necessary for the strategic direction.
Just one man's thoughts.
What are the advantages of doing a reverse merger over doing a straight registration statement with the SEC?
To me, it would seem people who do a straight registration statement with the SEC, who put more legwork into the deal are more sincere in the public deal they are trying to float. And aren't exactly the type to flip it or p&d.
The only real advantage I see in doing a reverse merger is speed and free-trading stock. It's pretty costly to do.
I'm not sure about the 10SB/2 intial filing with the SEC, but I'd imagine that whole process is probably a 1/5 of the cost of a pure reverse merger.
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What is a Reverse Merger?
Using the simplest form of analogy, a reverse merger is like a guppy swallowing a whale. After the guppy digests the whale, it still looks like a guppy on the outside, but is now a whale on the inside. In corporate terms, this is accomplished through the purchase and/or exchange of equity securities. The following illustrate the basic premise of a reverse merger transaction:
\
A private operating company (the whale) wishes to go public via a reverse merger. The private company is owned by its original founders and has ongoing business operations.
PRIVATE COMPANY
3 shareholders (original founders)
Has assets, liabilities, revenues and ongoing operations
Desires to be publicly traded
l
After developing a strategic plan for a reverse merger, the private company identifies a suitable public shell company (the guppy) with no assets, liabilities or ongoing business operations.
PUBLIC SHELL COMPANY
150 shareholders
$0 assets, $0 liabilities and no ongoing operations*
Looking for suitable business with ongoing operations
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