The Reverse Merger

In a Reverse Merger the private company shareholders purchase control of the public shell company and then merge it with their private company. The private company shareholders receive a substantial majority of the shares of the public company and control of its board of directors. The transaction can be accomplished within weeks, resulting in the private company becoming a public company. If the shell is a Reporting SEC registered Company, the private company does not go through an expensive and time consuming review process with state and federal regulators because the public company has already completed the process. The transaction involves the private and shell company exchanging information on each other, negotiating the merger terms, and signing a share exchange agreement. At the closing the shell company issues a substantial majority of its shares and board control to the shareholders of the private company, who pay for the shell and contribute their private company shares to the shell company they now control. This share exchange and change of control completes the Reverse Merger and the private company is now public.

The IPO approach

The other and more common method of going public is through an Initial Public Offering (IPO). The process involves attracting and retaining an underwriter, along with securities lawyers and auditors. A registration statement prepared and filed with federal and state regulators after which the company goes through an extensive review process. Following the review process, the company goes on a road show and is presented to brokers and investors. The underwriter seeks subscriptions to purchase the company's shares. If the subscriptions are sufficient, the underwriting becomes "firm". The IPO is then closed, the company is public, and the company receives its portion of the offering proceeds.

Our Inventory of "Clean" Public Shells

We are forming a series of clean Public Shells to assist private businesses to qualify for listing on the NASD's Over-the-Counter Bulletin Board. These companies will be SEC reporting companies with SEC-qualified audited financial statements showing that they are absolutely clean. Each company has 100,000,000 Common Shares and 20,000,000 Preferred Shares authorized.

We are the only stockholder of these companies. Thus, there will be no unknown shareholders in your deal. You will know where all the stock in the float is located.

The purchaser of our Public Shell will do a reverse merger into a Shell. A merger filing will be made with the SEC and other required disclosure statements. We will then proceed to register the shares of your private investors for resale and when the SEC clears the filing, the whole process of going public closes and our market maker will file a Form 211 to get the surviving company listed and trading on the NASD's OTC Bulletin Board or NASDAQ small-cap (if qualify).

Legal Matters & SEC Filings

Our financial consultant will prepare the SEC filings and our SEC attorney will prepare all required SEC opinions if necessary. You should separately retain an attorney for the transaction. Our attorney cannot represent our companies and you because to do so would be a conflict of interest. None of the legal work required of your attorney will be SEC work. It will be corporate work, involving matters such as recapitalization of the company, representation in the merger and drafting or modifying various contracts or agreements and assuring that these agreements are still in place after the transaction completes. We can help you locate qualified counsel if you desire.

Market Makers

We are in contact with several respectable Market Makers on the OTC Bulletin Board. We will introduce your company to a Market Maker who will file Form 211 for listing on the OTC BB.

Want to Go Public Now?

Contact Us for more information at info@otctraders.com.

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