Reverse Merger into a public shell 

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Reverse Merger FAQ

How do I find a public shell?

Shells are sometimes advertised for sale in financial newspapers and on the Internet.

What is important in the public shell?

First, you want to know that the shell is a clean public shell -- without liabilities, hidden costs, threatened lawsuits, undisclosed warrants or stock options that could come to haunt you after you put your company in the shell. You must do good due diligence on the shell.

Next, you want to know all about the capitalization of the company, its corporate charter, by-laws, and other legal matters.

What do I need to have to do the merger?

You will want to have your company in shape to go public. You should review all your corporate documents and make any changes you want to make before you do the merger. You will also need to have accounting statements. We can give you a checklist of everything you need. Ask for it -- mailto:lux.investor@gmail.com

Note: The SEC has new rules governing shell deals. See SEC Release No. 33-8587. To find out what this means to you, contact us. 

How do I know what my company's stock will trade for after the merger?

Nobody will know for certain until the deal is done, but we can give you an opinion for a small fee.

What is the SEC's position on reverse mergers?

The SEC has issued a warning on reverse mergers to investors: http://www.sec.gov/investor/alerts/reversemergers.pdf

The SEC is considering tightening rules on reverse mergers due to recent Chinese-based reverse merger frauds, see SEC weighs new policies on foreign reverse mergers http://uk.reuters.com/article/2011/06/21/us-sec-china-idUKTRE75K51420110621

What is wrong with Chinese reverse mergers?

In the last few years, many Chinese companies did reverse mergers with public shells in the U.S.

In the last year, it has been discovered that many of the Chinese companies took advantage of the lax due diligence process and lack of effective accounting oversight in China to commit fraud. Apparently Chinese business ethics are not up to U.S. expectations.

Short sellers have capitalized on this situation by selling these stocks and engaging in negative public relations activities.

The SEC has taken this opportunity to review the regulation of all reverse mergers.

We can expect reverse mergers to be under a cloud as a result.

Are reverse merger companies good investments?

Absolutely not. At most, they are speculative companies, and while some of them will be profitable speculations, none of them are investment quality stocks.

They are only for sophisticated investors who understand what they are doing and can afford the risk.

For a sophisticated few, there have been large profits to be made in buying shell stocks before a merger, but this is very, very speculative and again only for the sophisticated speculator who can understand and afford the risk.

In actual fact, most reverse merger companies wind up as losing investments if you compare their post-merger prices right after the merger with the prices of these stocks years later.

There are many reasons for this: inexperienced managements, weak business plans, over-promoted stocks, and plain old fraud.

What is the best procedure for my company?

The exact path for your company depends on your individual situation. Generally the important factors are the goals and purposes that are important to you and your company, the condition of the business of your company, the amount you can afford to pay for a shell, if you can get audited financial statements, the attractiveness of your company to investors, the number of shareholders you have now, but there are many other factors that may be involved.

How long will it take, what will it cost?

This will vary according to the path you take. In an extreme case, it could take months to get audited financial statements, get through the SEC, do due diligence and negotiate acquisition of a shell, and many of the other factors. On the other hand, you can merge with a trading Pink Sheet shell in a matter of days.

The cost of shells has been declining from the effect of the recent Chinese reverse merger scandals. You may buy a Pink Sheet shell for $120,000 or less, and an SEC reporting OTC BB shell for $400,000 or less.

Should I buy a non-trading shell?

This is not recommended. You will have to file a Form 211 with FINRA to get the shell trading. This may take some time and effort.

Why do shell prices vary so much?

Shell prices vary according to whether the shell is a Pink Sheet or OTC BB shell, if the shell has any assets in it, the amount of shareholders and the trading volume in the shell now, and many other factors. I have seen a shell offered to a company for no cash consideration because the control shareholder of the shell knew that his stock would be very valuable after the merger. He knew this because of the experience and reputation of the promoters of the operating company.

How much of the shell can I buy?

You do not want to buy 100% of the shell because if you do it is not longer a public company.

The amount of stock left in the hands of the shell shareholders will be negotiated along with the cash consideration. The more cash that is paid, the less of the stock will be left with the original shell shareholders.



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About Us John Lux

John Lux, has been an OTC market maker in new issues, shells and other companies, a security analyst, an investment banker, and attorney. He is an investor in venture and public companies.


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Videos

The Venture Capital Process or Why VCs Lose Money

Why Go Public?

Why Go Public, Make an Initial Public Offering, or IPO, or Reverse Merger

What Types of Companies Should Go Public, Make an Initial Public Offering or IPO

How to Sell the Underwriter on Your Initial Public Offering or IPO

The SEC Process for Initial Public Offerings or IPO

Reverse mergers and other ways to get your stock trading in the public market

Problems with Venture Capital and Venture Funding

Marketing Stock -- Reverse Merger -- Public Offering

Need for Audited Financials When Doing an IPO or Reverse Merger to Go Public

Traps for the Unwary When Doing an Initial Public Offering, IPO, or Private Placement

Stops on Going Public, Making an Initial Public Offering, IPO, or Reverse Merger

The Rocket Ride -- Going from Start Up, through Seed Money, Venture Capital, IPO

SEC Rules and a Reverse Merger instead of an IPO

Public Shells or OTC Shells for a Reverse Merger

Problems with using a Public Shell or OTC Shell to Go Public with a Reverse Merger

New Venture Funding

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An Alternative to Venture Capital Funding - Give Control to the Company


The Real Purpose of Corporate Finance


OTC Shells and Reverse Mergers -- The Aftermarket is the Key


Rules For Securities Offerings and Private Placements


Registration Instead of a Reverse Merger to Go Public


Venture Capital Rocket Ride












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