Flexpower Inc. (FLXP)

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Revers Mergers Explained

http://www.reverseshellmerger.com/

November 14, 2007
Raising Capital for OTCBB Listed Companies – Part IV
Filed under: OTCBB — Ralph Amato @ 8:00 am

Equity Financing

Straight equity is easy enough to figure out. Your company sells restricted common shares of stock at a stated price, usually at a discount to the market, and the investors either get registration rights to sell those shares in 90 to 120 days or they wait the required 12 months to sell their restricted shares if you do not register them. The advantages of the equity financing is that you know exactly how many shares you sold and at what price. Provided you have sold your shares at a price that is close to the current market price you will not have to worry about large price fluctuations in your stock.

Many companies today also include a warrant attached to their equity financing. The warrant is usually priced anywhere from 25% to 100% about the initial price of the equity shares but gives the investors a period of three to five years to exercise their warrants.

For example, let’s say you sold shares in a $1,000,000 equity placement at $1.00 per share and you included a three year warrant exercisable @ $1.50 a share. This is usually referred to as a “Unit”. Now each investor who purchased 100,000 shares for $100,000 would also get an opportunity to buy an additional 100,000 shares for $150,000 anytime in the next three years regardless of how high the stock price went.

Now your company has raised $1,000,000 but it also has positioned you to raise an additional $1,500,000 from investors exercising their warrants. This gives the investors an opportunity to make additional profits and the company an opportunity to raise additional funds without having to pay additional legal fees for a second Private Placement Memorandum (“PPM”). You can also provide provisions in the warrant coverage that allows your company to repurchase the warrants at a substantial discount if the investors do not exercise their warrants within a certain period of time after the stock surpasses a certain price target. This is sometimes referred to as a “use it or lose it” provision.

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November 13, 2007
Raising Capital for OTCBB Listed Companies – Part III
Filed under: OTCBB — Ralph Amato @ 8:00 am

Financing Your Company

There are a multitude of different types of financial structures to fund a deal but, for the most part, today’s deals for OTCBB companies get funded through what is commonly referred to as a PIPE (Private Investment in Public Equity) transaction. There are two common types of PIPE financings. Straight equity (preferable) or Convertible Debenture. In Part IV and Part V of this series we will take a closer look at how these two very different types of financings can either make or break your company.

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November 12, 2007
Raising Capital for OTCBB Listed Companies – Part II
Filed under: OTCBB — Ralph Amato @ 9:29 am

Investment Bankers

Investment Bankers are individuals who represent a company when they are seeking to raise money in the public or private marketplace. Keep in mind investment bankers are working on as many as a dozen different deals at any given time. Many of these firms specialize in certain industries or types of deals they will consider. The average investment banking firm sees over a 100 deals a week.

Their job is to present your deal to a variety of funding sources. Most of their funding sources have very rigid criteria as to the terms and conditions of their financings and the minimum and maximum amounts they will fund.

Because the investment bankers do see too many deals it is imperative that you have a business consultant representing you that has previous contacts or relationships with these firms. If you don’t have representation your deal will never get an opportunity to be reviewed. The investment bankers look to the consultants they trust to show them only the deals that meet their criteria for funding. Most of the firms are particular about which company’s they accept, but they do a very good job at getting their deals funded because if the deal doesn’t get funded, they don’t get paid.

Just because an investment banker takes you on as a client is no guarantee that your deal will get funded. As it states in the mutual fund brochures “past performance is not an indication or guarantee of future performance”. However, if you can find an investment banking firm that previously funded a company in your industry and the company’s stock performed well after the funding you have a good shot at having them be successful in raising you the capital you seek.

The average fee for raising capital today is usually a combination of 10% cash compensation plus 10% warrant coverage. A warrant gives the investment bankers an opportunity to cash in on the company’s stock if it appreciates in value after the company goes public.

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November 6, 2007
Raising Capital for OTCBB Listed Companies – Part 1
Filed under: OTCBB — Ralph Amato @ 8:00 am

Venture Capital

Raising capital for emerging growth companies has never been easy. Most entrepreneurs truly believe they have the next “big idea” and at first believe that venture capitalists (“VC’s”) will beat a path to their door. They soon find out it is very difficult to get someone to listen to them, never mind fund them. After several failed attempts they then realize they have to adjust their thinking when it comes to raising their initial capital. Most new business ideas today are initially funded with “seed capital” by friends and family. Contrary to popular belief VC’s are not lining up to fund start ups. They see 100 deals a week. Their freshly minted MBA’s review those deals and may pick 5 out of 100 that they want to pursue. Out of the 5 maybe one will get funded. Not very good odds, I sit? The only guys that get preferential treatment are those individuals who have a proven track record. In other words, they had a previous VC funded deal that was a huge success so the VC’s are “all ears” when they come back with another billion dollar idea.

VC’s have this “I want to invest in the next Google” syndrome. They all search for the next billion dollar baby. Most have a very simple approach. If I invest $10MM in ten companies and one of them gets a multi billion dollar valuation they have made probably 50X to 100X their money. With those kinds of home runs they can afford to take complete losses on 9 out of 10 investments.

The problem is most companies don’t have billion dollar market cap potential. In most cases they have a proven business model that, with enough capital pumped into it, can expand either nationwide or globally. There business model is for slow, steady growth. It is not the 0 to 100 miles an hour in six seconds that the VC’s are always searching for. Therefore VC’s are not a viable option for most entrepreneurs seeking capital, especially if they are seeking to go public through a reverse merger.

And, if you think for a minute you are going to go to some conference and meet the right VC and get your deal funded – think again. Unless you are represented by someone who has a relationship with the VC community you are not going to be able to get their attention. The VC’s want someone they know to do most of the heavy lifting by sifting through possible candidates and bringing them the cream of the crop.

By the way, did I mention that regardless of the valuation of your company or how much money you need the VC’s will always ask for 50% of your company? So, if you’re smart you will increase the value of your company and ask for 50% of the value in funding.

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November 5, 2007
Reverse Merger Helps Akeena Solar Shine
Filed under: reverse mergers — Ralph Amato @ 10:47 am

Source

Silicon Valley / San Jose Business Journal - by Lindsay Riddell

Barry Cinnamon is CEO of Akeena Solar, a company that installs solar panels for businesses like the Plumed Horse restaurant in Saratoga.

Akeena Solar Inc., didn’t want to miss the fervor that has led to record investment in clean technologies over the last few years.

But traditional methods of capital raising — through private equity or by growing large enough to file a public offering — were too slow.

“We knew access to capital would be a key success factor,” says Barry Cinnamon, CEO of the six-year-old solar installer. “We looked at our options and saw we could either raise venture capital or private equity or try and raise capital another way.”

Ultimately the company decided on a reverse merger — a backdoor route to the public markets gaining attention among some market makers — which ultimately paved the way for Akeena’s recent NASDAQ listing.

Akeena’s story is one being touted by some niche investment bankers trying to legitimize the reverse merger. But with just a handful of successful examples like Akeena to follow and reputational challenges to overcome, the reverse merger is still far from mainstream.

Brian Keating of New York-based investment bank Keating Investments is pitching the reverse merger to local firms.

“If they’ve got a good solid industry and are a decent buy and are going to grow their earnings at some point, there’s a market out there,” he says.

In a reverse merger a public company agrees to acquire a private company and relinquish control of the board and most of the shares to the private company.

In Akeena’s case, the shell it used was on the OTC Bulletin Board, a place where companies can continue to trade after they have been delisted from Nasdaq.

The private company avoids the review by state and federal regulators that traditional IPOs incur because the public company has already gone through that process. If they can sell their story to investors they can raise money, grow their companies, grow revenue and ultimately qualify for NASDAQ.

The shell companies in a reverse merger generally get between $500,000 and $1 million.

It’s unknown how many reverse mergers result in relisting on major stock exchanges, though Nasdaq estimates it’s only a handful.

There have been about 200 reverse mergers per year over the last three years since DealFlow Media started tracking them in 2004. Some of those are foreign companies trying to tap American capital while some are American companies like Akeena looking for fast cash and increased exposure.

Akeena was willing to risk it.

Akeena’s Route to Nasdaq

In spring of 2006, Los Gatos-based Akeena wouldn’t have qualified for a public offering on its own. It was too small, not to mention lacking in profitability.

Cinnamon had raised venture capital before but the process was time-consuming and he wasn’t sure venture capitalists would go for a contractor with no intellectual property. Plus, he wanted to maintain more control of the company than traditional venture might allow.

Friends urged him to look into a reverse merger as a faster, less expensive and less dilutive route to going public. A traditional public offering can take a year or longer.

Akeena found a shell company willing to sell in early August 2006 and one week later the company reverse-merged into the shell of Fairview Energy Corp. Inc., a hydro-electric power company out of British Columbia that retained its public listing after it went belly-up. At the time, Akeena’s shares were valued at $1 per share.

The risk with shell companies is that there could be hidden liabilities, lawsuits or collections agents waiting for the former public shell company to gain assets that could be seized. The new entity is responsible for those liabilities.

But, the Securities and Exchange Commission changed the rules in 2003, requiring bulletin board companies to report their financials to improve transparency.

And Cinnamon says Akeena used consultants to find a clean shell company and hasn’t encountered lurking liabilities.

And Cinnamon says Akeena used consultants to find a clean shell company and hasn’t encountered lurking liabilities.

“That was the easy part,” Cinnamon says. “Next came the hard part. Now that you’re a bulletin-board-traded, no-name company some people look down their noses at you because you’re not able to pull off an IPO.”

But the benefits of being public outweigh that risk, he believes.

Public companies can access a growing pool of self-directed investors who operate their own stock trading accounts through companies like E-Trade, Scottrade, Ameritrade and others. They can also access hedge funds which have been more willing to invest in risky or unproven companies. And public trading of stock can provide an alternative to raising private equity which for some companies can be hard to find.

“It was really hard for me to raise money at this company through private equity,” Cinnamon says. “We managed to get a half-million-dollar bank loan. But it’s hard because people don’t want to invest in a contractor and that’s basically what we are.”

Benefits of public trading

Public companies can raise additional financings through Private Investments in Public Equity, or PIPEs, where either stock is issued at a set price or convertible debt is issued to raise capital.

While trading on the bulletin boards, Akeena raised $3 million through private placement simultaneously with the reverse merger.

Then it concentrated on building the company and growing revenue. Akeena also developed patented technology for the installation of solar panels with some of the first funding it raised, helping the company attract investors in later financings.

“We had two things going for us,” Cinnamon says. “We had intellectual property and we had revenue.”

A second PIPE financing followed in March raising $4 million and in June another PIPE brought in $13 million.

A year after its reverse merger, the company qualified for a listing on the Nasdaq Capital Markets, NASDAQ’s small-cap exchange. Before the listing, the company was trading at less than $5 per share. At the end of October, shares were trading at about $8 and have climbed as high as $10.05.

A year after its reverse merger, the company qualified for a listing on the Nasdaq Capital Markets, Nasdaq’s small-cap exchange. Before the listing, the company was trading at less than $5 per share. At the end of October, shares were trading at about $8 and have climbed as high as $10.05.

The company is still operating at a loss but it’s growing its top line and hopes to grow large enough to attract institutional investors and increase trading volume.

With its new public leverage, Akeena courted Chief Financial Officer Gary Effren, the former CFO of Knight-Ridder Inc., a Fortune 500 company.

Akeena’s market cap is about $200 million, small by Nasdaq standards but trading volume is about 225,000 per day, already more than twice the average for Capital Markets-listed companies.

Revenue reached nearly $7.5 million in the second quarter, up 168 percent from the comparable quarter in 2006. Projected revenue should be somewhere near $30 million this year, Cinnamon says.

Nasdaq says it doesn’t track the number of reverse mergers that result in Nasdaq listings because those numbers aren’t relevant but a spokesman says the best guess is that only a handful make it.

“We don’t have an opinion,” says Bill Shaw, managing director of new listings for NASDAQ’s corporate client group in Menlo Park. “Our listing standards are the highest in the world. If anyone files to go public on Nasdaq, if they’ve met all the criteria and a company comes out clean and their records are right and their earnings are right, then we don’t have issues.”

LINDSAY RIDDELL covers finance, business services (law/CPA firms, etc.) and sports management for the Business Journal. She can be reached at 408-299-1829.

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October 29, 2007
Raising Capital for OTCBB Listed Companies
Filed under: OTCBB — Ralph Amato @ 8:00 am

Recently I had a conversation with a very bright entrepreneur. He was interested in taking his company public through a reverse shell merger and simultaneously raising $5MM through a PIPE transaction. He had a great history of success with his previous company selling upgrades for computers and had invested heavily in developing new software that would automate that process.

As we continued our conversations it appeared that his time lines for going public and raising capital were unrealistic. He wanted to be public in 90 days and wanted me to find a shell that was willing to take equity in lieu of cash. Did I fail to mention he also wanted me to get him a commitment to fund his deal before he would sign an Agreement for my company to represent him? He also seemed miffed that there are no guarantees as far as to how long it would take to find the right group to fund his deal.

At the time I was frustrated that he didn’t “get it” but the more I thought about it the more I realized he had no earthly idea of what work had to be performed on my part and so it is understandable why we could not come to an agreement.

In most cases the consultant or investment banker is acutely aware of all of the steps his client, the entrepreneur, will have to take to go public and raise the funds desired but the client has little or no knowledge of the work being performed for him on his behalf.

What I did lean from that experience is that many entrepreneurs have preconceived notions as to how these types of transactions go down. As well intended as they are their perceptions are far from the reality of the situation.

So, in the best interests of (a) entrepreneurs who are seeking to go public through a reverse shell merger and need to raise capital and (b) consultants and investment bankers who represent these clients I have (c) decided to write Blog series explaining what entrepreneurs need to know so they can better understand why they need representation to go public and raise capital.

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October 25, 2007
2007 PIPE’s Conference
Filed under: PIPEs, SEC — Ralph Amato @ 8:00 am

The 2007 PIPE’s conference, held last week in New York, was attended by major players in the rapidly evolving reverse merger marketplace. Over the past year the reverse merger segment of the financial services industry has emerged as the defacto IPO marketplace for emerging growth companies and has gained credibility with the SEC. The acceptance of the reverse merger sector was demonstrated by the SEC introducing six new rule proposals to assist small companies with the going public process.

The fifth annual conference was staged by DealFlow Media ( www.dealflowmedia.com ), which publishes The PIPE’s Report. Here are some excerpts from a recent article written by DealFlow Media.

Two current and three former Securities and Exchange Commission attorneys detailed the travails of a regulatory body that strives for efficacy despite being understaffed, divided and potentially burdened by outside influence from Wall Street elite.

PIPE attorneys explained significant advantages to small companies of the SEC’s expected adoption of proposed rule changes to S-3 eligibility and Rule 144 offerings. In some ways, the proposals reflect the SEC’s traditionally negative view of PIPE’s; they give smaller companies more recourse to access public capital with less of a discount and less necessity to issue restricted stock.

A panel of five DLA Piper attorneys and SEC enforcement attorney Julie Riewe reported that the SEC has been sending inquiries to hedge funds that invest in PIPE’s requesting records of all client accounts and records in all PIPE transactions. This is part of the ongoing effort looking into insider trading in connection to PIPE’s.

Statisticians, major placement agents and investment groups reported expansion in the types of PIPE issuers as well as investors. There is a watchful eye on China and increasing PIPE investment there, especially in companies that have merged into U.S. shells. Brad Ackerman, director of PIPE fund-of-funds manager Hull Capital, is interested in China as a PIPE investment opportunity, but cautions against looking at the region as just a short-term hot play. International PIPE’s outside China are also becoming more common. Tony Ghee of Yorkville Advisors detailed pitfalls and benefits of PIPE investment in public companies on foreign exchanges including those in India and Italy.

Keynote speaker Gary Aguirre, a former SEC investigator who was fired from the SEC in relation to his investigation into Pequot Capital and Morgan Stanley’s CEO John Mack, offered constructive criticism on the current regulatory environment. Addressing hedge fund managers on the issue of hedge fund fraud, Aguirre feared he’d be driven offstage by a hostile audience. He survived unscathed.

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October 24, 2007
PCAOB Told to Plan for Global Standards
Filed under: PCAOB — Ralph Amato @ 10:12 am

From Sarah Johnson, CFO.com on October 18, 2007

Members of the Public Company Accounting Oversight Board’s advisory group are split on the question of how hard it would be for the auditing profession to adapt to International Financial Reporting Standards.

In light of a recent Securities and Exchange Commission proposal that U.S. companies should be given the choice between IFRS and U.S. generally accepted accounting principles, some PCAOB advisers worried that such a choice would overly burden accounting professors who are already strapped for resources. They also questioned whether the International Accounting Standards Board’s version of IFRS is of high enough quality to meet U.S. regulators’ and investors’ expectations. The IASB expressed similar worries on Thursday.

The larger accounting firms, however, assured the advisory group that they have been training their staffs on using IFRS. Perhaps surprisingly, a member of the Financial Accounting Standards Board spoke in favor of a move to international standards.

Indeed, momentum toward the use of IFRS-based financial statements in the United States could threaten the existence of FASB. Nevertheless, FASB member Thomas Linsmeier encouraged the group to accept the inevitable — that the United States will have to jump on the IFRS bandwagon. After all, he said, Canada, China, and Japan have recently joined the ride. “We’re getting to the point where we’re going to stay isolated if we decide to stay with U.S. GAAP,” he said.

Acting as an observer for the PCAOB’s Standing Advisory Group, Linsmeier stressed that that was his own opinion, not that of the other FASB members. Still, his views aren’t far off from FASB’s chairman. Last month, Robert Herz said he is not in favor of a “two-GAAP system” and predicts that U.S. companies will eventually follow only IFRS.

Linsmeier and Herz agree that giving U.S. companies a choice between two standards would not be an ideal situation. Herz has said that it would interfere with his goal of setting up a single accounting standard. And Linsmeier noted at Thursday’s meeting that a two-choice system would cause conflicts within accounting education programs.

As Linsmeier sees it, convergence isn’t a long-term solution. “We can’t work together with IASB permanently and remain converged,” he said.

Linsmeier’s comments came during a day-ong SAG meeting. Most of the discussion focused on the lack of education regarding IFRS, and protests against the SEC’s proposals to expand the use of the foreign standard in the United States abounded.

The SAG spent less time discussing how the PCAOB’s standards could be affected. The advisory group, which meets a few times a year, includes finance executives, attorneys, investor advocates, and representatives of such big audit firms as PricewaterhouseCoopers and Deloitte & Touche.

One of the SEC’s recent proposals would allow some foreign companies to stop reconciling their financials with GAAP if they use the IASB’s version of IFRS. Another proposal would give U.S. companies a choice between GAAP and IFRS.

On Thursday, some SAG members asked if allowing the widespread use of IFRS would lead to disagreements between auditors and their clients about whether a company used proper judgment. That discussion focused on the believe that IFRS is more principles-based than GAAP, which is generally considers rules-based, and therefore requires more judgment by companies and auditors that use the foreign standards. The result may be a “my judgment versus yours” standoff between company management and their auditors, suggested Robert Kueppers, Deloitte’s deputy CEO.

The SAG members also fretted about the risk involved in an unknown and seemingly more flexible set of standards. Joseph Carcello, director of research for the University of Tennessee’s Corporate Governance Center, suggested that companies would choose IFRS because it may provide leeway for managing income.

Regardless of the problems that may ensue if more U.S. companies can use IFRS, the issue can’t be ignored, according to some SAG members. “It’s changing our philosophy of what we’re doing,” said Vincent Colman, a partner for PricewaterhouseCoopers. “We have no choice because the market is changing, and we have to change with it.”

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October 23, 2007
Will the SEC Go Green?
Filed under: SEC — Ralph Amato @ 10:08 am

Pro-environment and investor groups are using accounting rules to push the SEC to get tough on companies that don’t come clean about their pollution risks.

From Marie Leone, CFO.com on September 19, 2007

A coalition of state governments, institutional investors, and environmental groups is urging the Securities and Exchange Commission to get tough with publicly-traded corporations that don’t fully disclose risks tied to climate change on their financials.

The groups make their case in a 116-page legal action that petitions the SEC to issue a guidance to clarify existing disclosure and accounting rules so that companies are forced to report any material effect that global climate change – and attendant rules and lawsuits – have on their businesses.

Currently, the groups contend, Corporate America isn’t in full compliance with the existing disclosure rule. The coalition includes 11 state governments; the Environmental Defense Fund; Ceres, an environmental-advocacy group; and the California Public Employees’ Retirement System.

Two questions loom, however. One concerns the matter of whether the groups are doing a bit of environmental grandstanding. That is, are they using the hammer of potential SEC action to coerce companies to clean up their carbon footprint sooner, rather than later? The second question is more basic: would an SEC guidance have enough teeth to spur long-term change?

In any event, the appeal is aimed at the CFO’s jugular. The coalition is asking the SEC to push hard to get companies to comply with two fundamental rules, the Financial Accounting Standards Board’s venerable FAS 5, and the SEC’s Regulation S-K. Under FAS 5, Accounting for Contingencies, companies must disclose environmental contingencies if the liabilities are material to the financial condition of the company.

What’s more, if the liability is “probable and reasonably estimable” it must be recorded on a company’s balance sheet. If the cost can’t be estimated, the liability must be disclosed in financial-statement footnotes.

For many companies, the analysis of environmentally related financial risk hasn’t reached the level of certainty that requires a FAS 5 level of detail. In those cases, companies should be governed by Regulation S-K rules, say coalition members.

Reg S-K requires companies to prepare a narrative to describe material, but often unquantifiable, risks. Explanations of climate- change risk tend to be provided under three Reg S-K disclosures,practitioners say: Item 101, Description of Business; Item 103, Legal Proceedings; and Item 303, Management’s Discussion and Analysis.

Companies that publicly reveal climate-change liabilities also tend to draw up plans to mitigate the risk, noted Mindy Lubber, president of Ceres, and director of the Investor Network on Climate Risk, at a press conference on Tuesday.

Some suggest another FASB rule, FIN 47 is already spurring companies to clean up their environmental messes. Like disclosure rules, FIN 47 requires companies to show their future environmental liabilities in plain sight of investors — on the balance sheet.

FIN 47, the reinterpretation of FAS 143, Accounting for Asset Retirement Obligations, forces companies to recognize on their balance sheets the future environmental perils of permanently shutting down a facility. And that rule has hit some balance sheets hard.

For instance, Ford Motor Co. recorded a $251 million after-tax charge to 2005 net income tied to the pollution risk in permanent facility shutdowns, and United Technology posted a similar $95 million charge in the same year. Nevertheless, recognizing the future cost also prompts some companies to clean up, rather than mothball, contaminated facilities, environmental advocates contend. In that way, the assets can be shuttered or sold and exorcised from the corporate books. And the environment gets cleaned up in the bargain–which may be the prime motive behind the groups’ action.

The coalition leaders claim their purpose isn’t to get the SEC to introduce new regulations but simply to get companies to comply with old ones, Sean Donahue, an attorney with Donahue and Goldberg who represents the Environmental Defense Fund, said at the press event. Further, the petitioners want the SEC’s Division of Corporation Finance to scrutinize annual and quarterly financials once the new interpretation is released.

Donahue says the SEC likely agrees in principle that climate change “poses material financial risk” to public corporations. But, he contends that it’s hard to gauge whether the regulator will rework the existing rules.

SEC spokesman John Nester declined to comment on the appeal or statements made by the coalition leaders. But he did note that the commission “is committed to robust disclosure by companies of material environmental issues.” Nester also confirmed that Reg S-K, specifically Items 101, 103, and 303, were examples of provisions that require environmental disclosures.

Lubber was optimistic about the reactions corporations would have to new SEC guidance. “I’m not convinced there will be push-back,” she said, adding that some companies – including electric-power giants PG&E and AEP – are “shining” examples of companies that provide robust disclosures. They prove that although it takes work, the risk analysis can be done and documented, she said.

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October 17, 2007
OTCBB Criteria for Buying a Shell
Filed under: reverse mergers, OTCBB — Ralph Amato @ 8:51 am

I recently received an email from an investor who was seeking to purchase a shell. His criteria list was right on the money and I thought I should share it with you.

Dear Ralph;

I was referred to your firm from a contact I made on a Reverse Merger Blog. I am a U.S. based investor with an established track record, looking to acquire several clean public shell companies. I am willing to pay top dollar for the right shells. The following criteria are some of the necessary requirements to find a public shell that is suitable:

1) Listing on OTC Bulletin Board (OTCBB)

2) 300 shareholders or greater

3) Current principals of public shell have no criminal record and civil litigation related to the company.

4) No outstanding litigation against the company or its principals.

5) The shell has no liens, based on our review of UCC filings. If there are liens, the company must extinguish those liens prior to closing.

6) There are no ongoing SEC investigations or inquiries.

7) We must try to purchase between 90% and 95% of the shares outstanding.

8) The remaining public “float” should be in the 500,000 to 1,000,000 shares.

9) The shell must have audited financial statements for the previous three years and up to date public SEC filings, i.e. 10-K and 10-Q. In addition, the directors of the public shell must be current on their Form 3 and Form 4 filings (Form 3 is for initial insider ownership and any changes in ownership reported on Form 4).

10) Preferably we want the shell incorporated in Florida or Delaware.

11) It would be preferable if the shell was a former operating business that no longer has operations. Some shells were organized strictly for the purpose of merging with an operating business (SB-2 offering), these are not usually suitable for our criteria.

www.reverseshellmerger.com

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