Your "burden of proof" is backwards. If someone wants my money, they have to prove they're not a scam rather than vice versa. "Well, I can't prove it's a scam, so I'll give them money" is not a good investment strategy. If the phrase "if it seems too good to be true, it probably is" hadn't been written some time ago, it would be borne of today's OTC. "Too good to be true" is directly applicable to the notion of a legit investment company "going public" in the US by merging into a penny shell with otherwise no operations and with 2/3's of their A/S already in the hands of others. That is usually termed a "bagholder's exchange program."