NOT TO DO WHEN REVERSE MERGING
Many private companies get involved with public
shells that have lots a negative histories including but not limited
to; disgruntled shareholders, unsettled litigation, hidden stock
overhangs, or non compliant registrations which nullify the public
status the client company is seeking. Companies need to be very
careful when dealing with public shells that had extensive operating
histories or incomplete filings.
The days of using loopholes to get around the intent
of the SEC and NASD new bulletin board listing requirements are
over and many shells currently for sale are based on previous transactions
that are considered illegal.
For example, creating trading public shells for
the sole purpose of merging is considered illegal. In addition,
trading companies merging with non-trading shells to avoid de-listing
is also illegal. Merging with a trading shell without making and
clearing all SEC required filings before the merger closes is illegal.
Accepting 144(k) stock from non-insiders or insiders in a shell
merger transaction is illegal.
It is essential for the health of the surviving
entity, that the transaction is structured properly before the company
is merged. To avoid securities law violations, companies need to
make and clear all SEC filings before trading.
To trade on the bulletin board, complete information
about a company, including audited financial statements, has to
be reviewed and cleared by the SEC, before you start trading. In
a merger with a trading shell, this means before you close the merger.
Similar attempts to evade these requirements have been called “outrageous”
by Mr. Richard K. Wulff, Chief of the SEC’s Office of Small Business.
Do not become mislead – there is no such thing as
"going public" in 30 days any longer through a reverse
merger. If you try to trade without first waiting the several months
it will take to draft and clear your filings with the SEC properly,
you will almost certainly be involved in an outrageous transaction
that violates the law.
Do not be misled by recieving so called 144K "free
trading" stock in a merger transaction. The transfer of 144K
stock which has passed the 1 year holding period can not be transferred
legally to the new owners of the public shell without the holding
period starting over again.
In our transaction, your stockholders will receive
free trading stock that can be resold without restrictions just
like stock acquired in a typical IPO without illegally using so-called
Rule 144(k) stock. Note that insiders’ stock is always subject to
Rule 144 resale restrictions.
Merging the SCA way, you can determine the number
of free trading shares you want because those shares are being registered,
as they should be, in a registration statement under our merger.
These free trading shares may include stock sold in a Reg. D 506
offering just before your SEC filing.
In addition, companies should avoid market makers
demanding fees to file the required 15c-211 in the name of "due-diligence".
When a client merges the SCA way, we will refer you to a experienced
NASD Market Maker that will submit your application for listing
on the OTC Bulletin Board, or if you qualify, on the Small Cap Market.
This market maker will not charges any listing fees, which others
often disguise in various ways.
Our reverse merger transactions fully comply with
all SEC and NASD rules, and our public shells can be accessed on
Edgar for everybody to see. When you merge with a SCA company, you
can be assured the process will be handled in a professional and