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Wednesday, 12/07/2005 9:13:17 PM

Wednesday, December 07, 2005 9:13:17 PM

Post# of 79921
http://www.entrepreneur.com/article/0%2C4621%2C300886%2C00.html


Interesting read- PBLS has taken a couple of these steps and is way ahead on some- but the one glaring thing they could/should do - [ especialy if they have the cash]- is hire a real accounting firm and get the numbers out. From the article

"Clean up your act. Unfortunately, there's a stigma attached to reverse mergers. LVA-Vision, a company that owns free-standing centers offering laser refractive eye surgery, founder Jerry Stephens, who used the technique to brilliant effect, said that although it worked for his company, "there's definitely another side to these deals. If it wasn't for my long-standing reputation in the medical community, our deal might have been perceived differently." Largely, the bad rap stems from the fact that reverse mergers are not understood, Stephens says.
Entrepreneurs contemplating such a transaction can and should take steps to elevate the profile of their "new" company. Specifically:


1. Hire a national accounting firm. One of the reasons the Big Four fees are high is because they inspire a lot of comfort among investors, traders, and regulators. If you saved a lot on fees at the front end, this might be worth investing in on the back end.
2. Hire a prestigious law firm. It's almost a certainty that the attorney who initially helps you with your reverse merger transaction--if he or she is an expert in these kinds of deals--will not be with a prestigious downtown law firm. However, after the offering is completed, you should consider retaining one of these firms. Why? When deciding whether to get involved in your offering, many investors and brokers will judge your firm by the company it keeps. An unknown law firm makes a neutral-to-negative impression. But a well-known and powerful law firm sends an unmistakable message.

Start with a clean shell. As was mentioned, many shells are created for the express purpose of merging with a private company. These shells have no predecessor entities and, as a result, little baggage in the way of a business failure or other skeletons in the closets.

Check your greed. "Greed is Good"--the great rallying cry of the 1980s, popularized by the Hollywood oily takeover artist Gordon Gekko in the movie Wall Street--doesn't apply with a reverse merger. It's possible to structure a reverse merger so that at the end of the day, the public owns 2 percent of the company and the remaining 98 percent is controlled by the owners of the private company that acquired the shell. Unfortunately, there's almost no incentive for any other investors to become involved if the only people who truly benefit are the insiders. The lesson is, if you plan to involve the public with the intention of engaging in a truly symbiotic relationship, you simply must .



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