Comments for Reverse Shell Mergers Explained http://reverseshellmerger.com Everything you need to know about Reverse Shell Mergers by Ralph Amato Sun, 06 Jul 2008 05:50:37 +0000 http://wordpress.org/?v=2.5.1 Comment on Reverse Mergers Attract Foreign Companies - Part 1 by David http://reverseshellmerger.com/2008/06/10/reverse-mergers-attract-foreign-companies-part-1/#comment-14507 David Tue, 10 Jun 2008 20:34:51 +0000 http://reverseshellmerger.com/?p=258#comment-14507 Thanks you very much for the article which was very informative. In connection with any US Reverse Merger, given that Pubco shares are exchanged for the PrivateCo and vise versa, at the point of Merger, does the SEC see this post public-offering transaction involving shares of the Pubco as an exempt transaction by default as there is no formal offering. Thefact that the new Investor- Shareholders of the PrivateCo are now shareholders holders of the PubCo pursuant to the Merger Agreement is that considered by the SEC or FINRA as an event requiring Notice to these authorities and to the various states pursuant to their blue sky laws, where the Investor-Shareholders in the PrivateCo reside? Thanks you very much for the article which was very informative. In connection with any US Reverse Merger, given that Pubco shares are exchanged for the PrivateCo and vise versa, at the point of Merger, does the SEC see this post public-offering transaction involving shares of the Pubco as an exempt transaction by default as there is no formal offering. Thefact that the new Investor- Shareholders of the PrivateCo are now shareholders holders of the PubCo pursuant to the Merger Agreement is that considered by the SEC or FINRA as an event requiring Notice to these authorities and to the various states pursuant to their blue sky laws, where the Investor-Shareholders in the PrivateCo reside?

]]> Comment on IPO Alternatives: London Stock Exchange AIM - Part 4 by Salvador Trinxet http://reverseshellmerger.com/2008/03/11/ipo-alternatives-london-stock-exchange-aim-part-4/#comment-13822 Salvador Trinxet Sun, 27 Apr 2008 16:15:40 +0000 http://reverseshellmerger.com/2008/03/11/ipo-alternatives-london-stock-exchange-aim-part-4/#comment-13822 You are right. In practice, sometimes the cost is higher, it depends on the lawyers fees sometimes... Maybe now we can find discounts since the number of listings are growing less. There are some changes in the tax statutus currently for UK residents relating with capital gains that affect the atractiveness of investin in AIM or PLUS companies. Salvador Trinxet President Banco Internacional de Investimentos www.bancoii.com You are right. In practice, sometimes the cost is higher, it depends on the lawyers fees sometimes… Maybe now we can find discounts since the number of listings are growing less.

There are some changes in the tax statutus currently for UK residents relating with capital gains that affect the atractiveness of investin in AIM or PLUS companies.

Salvador Trinxet
President
Banco Internacional de Investimentos
http://www.bancoii.com

]]> Comment on IPO Alternatives: London Stock Exchange AIM - Part 7 by Salvador Trinxet http://reverseshellmerger.com/2008/03/14/ipo-alternatives-london-stock-exchange-aim-part-7/#comment-13821 Salvador Trinxet Sun, 27 Apr 2008 16:09:13 +0000 http://reverseshellmerger.com/2008/03/14/ipo-alternatives-london-stock-exchange-aim-part-7/#comment-13821 AIM is still an expensive option. PLUS, in the UK, are much cheaper. Frankfurt is also a good option. Which is best?. Maybe this depends on your investors are came from. Salvador Trinxet President Banco Internacional de Investimentos www.bancoii.com AIM is still an expensive option. PLUS, in the UK, are much cheaper. Frankfurt is also a good option. Which is best?. Maybe this depends on your investors are came from.

Salvador Trinxet
President
Banco Internacional de Investimentos
http://www.bancoii.com

]]> Comment on Direct Public Offering – Part II by Ralph Amato http://reverseshellmerger.com/2008/03/26/direct-public-offering-%e2%80%93-part-ii/#comment-13008 Ralph Amato Mon, 07 Apr 2008 17:16:18 +0000 http://reverseshellmerger.com/2008/03/26/direct-public-offering-%e2%80%93-part-ii/#comment-13008 Actually it is a private Company that is backing into a shell to become a public company. The new company would then effect a reverse merger and possible a reverse split of the stock. They would also apply for a name change and new cusip number. Actually it is a private Company that is backing into a shell to become a public company. The new company would then effect a reverse merger and possible a reverse split of the stock. They would also apply for a name change and new cusip number.

]]> Comment on Direct Public Offering – Part II by Jeff D http://reverseshellmerger.com/2008/03/26/direct-public-offering-%e2%80%93-part-ii/#comment-12790 Jeff D Wed, 02 Apr 2008 01:46:19 +0000 http://reverseshellmerger.com/2008/03/26/direct-public-offering-%e2%80%93-part-ii/#comment-12790 I'm intrigued by the concept but I have a question. if a current public corporation reverse merges into an OTC shell and then dissolves as a legal entity, what happens to the short interest? Do they have to cover prior to the reverse merger? Thx. I’m intrigued by the concept but I have a question. if a current public corporation reverse merges into an OTC shell and then dissolves as a legal entity, what happens to the short interest? Do they have to cover prior to the reverse merger?

Thx.

]]> Comment on Footnote 32 Shells – A Second Opinion by Bizfin http://reverseshellmerger.com/2007/12/04/footnote-32-shells-%e2%80%93-a-second-opinion/#comment-12400 Bizfin Sat, 15 Mar 2008 00:30:56 +0000 http://reverseshellmerger.com/2007/12/04/footnote-32-shells-%e2%80%93-a-second-opinion/#comment-12400 To begin, I am not a Shell expert. I say, Caveat emptor. I beleive if you can put together all the required paper work to create a Shell and get a trading symbol--why not? It could be less costly than buying a Shell. And You are not harming anyone. In fact it's cleaner than a Shell that may have an unknown history. I can't imagine why this should be considered fradulent. If the SEC finds it to be a violation then whatever the added cost is to defend your position is a cost of doing business. And let the buyer beware. What am I missing? I'd appreciate any disagreements on my reasoning as I am not a reverse merger expert. Here is my email address: capital@bizfin. Thank you. To begin, I am not a Shell expert.
I say, Caveat emptor. I beleive if you can put together all the required paper work to create a Shell and get a trading symbol–why not? It could be less costly than buying a Shell. And You are not harming anyone. In fact it’s cleaner than a Shell that may have an unknown history.

I can’t imagine why this should be considered fradulent. If the SEC finds it to be a violation then whatever the added cost is to defend your position is a cost of doing business. And let the buyer beware.

What am I missing?

I’d appreciate any disagreements on my reasoning as I am not a reverse merger expert. Here is my email address: capital@bizfin.

Thank you.

]]> Comment on Footnote 32 Shells – A Second Opinion by anonymous http://reverseshellmerger.com/2007/12/04/footnote-32-shells-%e2%80%93-a-second-opinion/#comment-11645 anonymous Sun, 10 Feb 2008 12:56:56 +0000 http://reverseshellmerger.com/2007/12/04/footnote-32-shells-%e2%80%93-a-second-opinion/#comment-11645 Just noticed this one as well. My reading of the people you claim want to be the shell police (I follow their newsletters, blogs and such as well as yours) is that they believe if you see a promoter showing his face on 10 successive shells that go public with a "business plan" that immediately start marketing themselves as a shell, that's about as clear a statement of intention one can imagine. Your view is it can't be bad if you don't get caught doing something bad. Not suggesting you should be the shell police, but why get involved when you know the players did something fraudulent? When I speak to the people you refer to, they say they could just as easily enter the market with the same kinds of shells, so it's not a question of cutting into their action. It's their choice to do things in a way that they know complies with the law. Just noticed this one as well. My reading of the people you claim want to be the shell police (I follow their newsletters, blogs and such as well as yours) is that they believe if you see a promoter showing his face on 10 successive shells that go public with a “business plan” that immediately start marketing themselves as a shell, that’s about as clear a statement of intention one can imagine. Your view is it can’t be bad if you don’t get caught doing something bad. Not suggesting you should be the shell police, but why get involved when you know the players did something fraudulent? When I speak to the people you refer to, they say they could just as easily enter the market with the same kinds of shells, so it’s not a question of cutting into their action. It’s their choice to do things in a way that they know complies with the law.

]]> Comment on Shell Companies - Start-ups No Longer Considered “Shells” by anonymous http://reverseshellmerger.com/2008/01/23/shell-companies-start-ups-no-longer-considered-%e2%80%9cshells%e2%80%9d/#comment-11477 anonymous Fri, 01 Feb 2008 15:48:41 +0000 http://reverseshellmerger.com/2008/01/23/shell-companies-start-ups-no-longer-considered-%e2%80%9cshells%e2%80%9d/#comment-11477 If "working the system" includes fraud, it is not something I would recommend or suggest to your readers as acceptable. And the SEC did deal with it in footnote 32, saying that if your intention is so undeclared when the SEC approves your registration, you are still a shell company from day 1 and subject to all the shell company restrictions. The only issue is enforcement, which unfortunately has not been focused on this. If “working the system” includes fraud, it is not something I would recommend or suggest to your readers as acceptable. And the SEC did deal with it in footnote 32, saying that if your intention is so undeclared when the SEC approves your registration, you are still a shell company from day 1 and subject to all the shell company restrictions. The only issue is enforcement, which unfortunately has not been focused on this.

]]> Comment on Reverse Mergers - The IPO Alternative by honestly http://reverseshellmerger.com/2007/07/18/reverse-mergers-the-ipo-alternative/#comment-11468 honestly Thu, 31 Jan 2008 23:45:36 +0000 http://reverseshellmerger.com/2007/07/18/reverse-mergers-the-ipo-alternative/#comment-11468 With all the noise out there, isn't it possible to contact a large block holder of a Pk. or OTC Company and negociate a deal? Or do you have to dance with the devil pay $500,000 in fees and perks and stock? With all the noise out there, isn’t it possible to contact a large block holder of a Pk. or OTC Company and negociate a deal? Or do you have to dance with the devil pay $500,000 in fees and perks and stock?

]]> Comment on Shell Companies - Start-ups No Longer Considered “Shells” by Ralph Amato http://reverseshellmerger.com/2008/01/23/shell-companies-start-ups-no-longer-considered-%e2%80%9cshells%e2%80%9d/#comment-11343 Ralph Amato Fri, 25 Jan 2008 18:49:47 +0000 http://reverseshellmerger.com/2008/01/23/shell-companies-start-ups-no-longer-considered-%e2%80%9cshells%e2%80%9d/#comment-11343 My intention is only to inform readers of the current rules and how they apply. The only way to prevent a fraud is for the SEC to change the rules to prevent issuers from being able to "work the system". It appears to me if that if the SEC truly wanted to stop this dead in its tracks all it has to do is mandate that a shell company is one that does not have a minimum of "X amount of assets". Instead of complaining about the system you should be writing thye SEC to correct the problem. My intention is only to inform readers of the current rules and how they apply. The only way to prevent a fraud is for the SEC to change the rules to prevent issuers from being able to “work the system”. It appears to me if that if the SEC truly wanted to stop this dead in its tracks all it has to do is mandate that a shell company is one that does not have a minimum of “X amount of assets”. Instead of complaining about the system you should be writing thye SEC to correct the problem.

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