http://reverseshellmerger.com Everything you need to know about Reverse Shell Mergers by Ralph Amato Fri, 04 Jul 2008 15:00:10 +0000 http://backend.userland.com/rss092 en There also appears to be some confusion as to the hold time for individuals who purchased shares from a company who later backed into an OTCBB shell. Is the wait period six months from the time the company becomes fully reporting or does the company merely have to be fully ... http://reverseshellmerger.com/2008/07/04/interpretation-of-rule-144-%e2%80%93-part-4/ PIPE Transactions Historically, companies that were funded through a PIPE would register the shares so they would become freely tradable. The company would usually keep the registration statement effective until either the shares that were registered were sold or until such time as the shareholders could sell their shares without any ... http://reverseshellmerger.com/2008/07/03/interpretation-of-rule-144-%e2%80%93-part-3/ Previously, many shareholders in reverse mergers did not have Rule 144 available to them as they do now. The SEC has also eliminated certain volume restrictions that were mandated prior to the rule changes. Also included in new Rule 144(i) is the following: if a company ever was a shell company, ... http://reverseshellmerger.com/2008/07/02/interpretation-of-rule-144-%e2%80%93-part-2/ I have spoken to several attorneys about the new Rule 144 changes that took place in February of this year and there appears to be mixed opinions as to how the rule applies when you are backing a company into an OTCBB shell that is dormant, has no assets and ... http://reverseshellmerger.com/2008/07/01/interpretation-of-rule-144-%e2%80%93-part-1/ In contrast the differences in investing in a US based company versus a foreign company are significant. US based companies get higher valuations and in some ways have less risk. Companies have a greater awareness of SEC and SOX compliance and understand the importance of keeping their investors informed. Foreign companies ... http://reverseshellmerger.com/2008/06/27/reverse-mergers-attract-foreign-companies-%e2%80%93-part-14/ There are several other areas of concern that US investors must address when investing in foreign companies. This can include but not limited to release of funds from escrow in traunches based upon the company’s use of proceeds. Other conditions usually contain a provision for Officers and Directors shares to ... http://reverseshellmerger.com/2008/06/26/reverse-mergers-attract-foreign-companies-%e2%80%93-part-13/ Other terms and conditions for investment in a foreign company can include prepayment of the first year’s attorney, accountant and consultants fees along with $500,000 for investment awareness programs with a “use it or lose it” clause. Terms and conditions can also include a clause that prevents a change in ... http://reverseshellmerger.com/2008/06/25/reverse-mergers-attract-foreign-companies-%e2%80%93-part-12/ Because of the cultural differences and risk factors associated with foreign deals it is not uncommon for US based investors to dictate certain terms and conditions that are unique to these types of investment. One of the biggest areas of concern is investor awareness. For some reason certain countries, like ... http://reverseshellmerger.com/2008/06/24/reverse-mergers-attract-foreign-companies-%e2%80%93-part-11/ Foreign deals are valued differently than US deals. The goal for the foreign company is not to get listed on the OTCBB but to gain listing on an exchange like AMEX or NASDAQ. To do this they have to demonstrate earnings of $.30 to $.40 a share so they can ... http://reverseshellmerger.com/2008/06/23/reverse-mergers-attract-foreign-companies-%e2%80%93-part-10/ Investment in a foreign company is treated in a much different manner. This is due the inherent risk factors. Investors are keenly aware they have little recourse if a foreign company does not perform. Most of these emerging growth companies are located in BRIC (Brazil, Russia, India, China) countries. Those ... http://reverseshellmerger.com/2008/06/20/reverse-mergers-attract-foreign-companies-%e2%80%93-part-9/