Home
>
Small Business
>
Reverse Merger: Have They Taken the Reverse out of Reverse Merger?

Reverse Merger: Have They Taken the Reverse out of Reverse Merger?

Are the promoters and consultants destroying the market for Reverse Merger? First lets take a look at reverse merger. In a Reverse Merger, an operating private company merges with a public company that has little or no assets, nor know liabilities (the "shell").

In some rare instances, the shell may have some amount of cash remaining for investment in the new enterprise. The public corporation is called a "shell" since all that exists of the original company is its corporate shell structure and shareholders.

The private company owners obtain the majority of the shell corporation stock (usually 90-95%) through a new issue of stock for the private enterprise or assets.

The public corporation will normally change its name to the private company's name and elect a new board of directors which will appoint the officers.

The public corporation will usually have a base of shareholder sufficient to to meet the 300 shareholder requirement for eventual admission to quotation on the NASDAQ Small-Cap Market, Or some other market.

Now to the problem or the devil is in the details: The private company goes out perform the proper due diligence on a "shell" after finding it to be clean, and with no adverse past history to disqualify it, goes ahead completes the purchase.

After paying an astronomical price, say in the neighborhood of $500,000.00- to 700,000.00 for a Bulletin Board shell they get 90-95% of the stock.

Not only is the price extravagant, he will also take the reverse out of Reverse Merger, by insisting on a stipulation that you won't do a reverse split and reduce the number of shares outstanding. By reverse splitting the shares you are reducing his 10%. Which was the original intent of the reverse merger.

What a bargain $500,000.00 or more for 90% of nothing and it gets better, Lets say the company has 300 shareholders and those 300 shareholders collectively own 500,000 shares and in some cases more, and the shell has 30,000,000 million shares outstanding which the owner(s) of the shell get keep 10% or 3.000,000 share. I am using the old math not the new.

After the market maker files and the company is trading on the Otcc Bulletin Board. Your problems begin, lets say friends and acquaintances hear your company is now public and go out and buy some shares driving the price to say $3.50,

now those 300 share holder who received their stock for pennies decide that they have hit the lottery and start selling making it necessary for you to go out and buy stock in the open market.

Now back to basic math, supposing you want to maintain the 3.50 price so you go out and buy the stock. 500,000 x 3.50 = $1,750,000.00 forcing you to go raid the kid's piggy bank if you don't have the spare change.

Now what about the 3,000,000 shares in the hands of the "shell" owner? 3,000.000 x 3.50 = $10,500,000.00, Time to ask the wife for loan.

And don't forget about those astute market makers and trader that are aware of the stock that will be coming out and depress the price of your company's stock.

Being the enterprising individual that they are, they will establish a short position on the stock of your company, after all they are entitle to make a living too.

Before you jump from the Empire State Building make sure there is net down below waiting for you.

Don't get me wrong a reverse merger can be done if you have a consultant that is looking out for you and is not part of the triumvirate (shell owner, securities Attorney and consultant). And in a few cases the same individual is performing all three functions.

I wouldn't recommend for you to go step out in to the mine field without a mine detector, in some of my previous articles I suggested way to check the smooth talking consultants and shell owners before they take you to the cleaners.

Also be aware that there are alternate way to go public the Reverse merger is only one of several option, so don't jump without looking, if you feel that you must do a Reverse merge insist on obtaining all the stock and not a share less.

In order to prepare you to deal with the complexities of the public arena I would have to write a book not an article, but I will continue to try and inform through articles so that you will be prepare if you decide to take the plunge and go public.

There are honest hard working consultants out there, in over 25 years in the business I have personally come across two of them. But there must be more.

If you want to know about the alternatives to a reverse merger get in touch with me through our website: www.genesiscorporateadvisors.com the alternatives may not be cheap but they are cheaper than paying $500,000.00 for 90% of nothing.

The answer to the title of this article is a resounding yes! They have taken the reverse out of Reverse merger.

josephquinones@genesiscorporateadvisors.com

Joseph D. Quinones, President of Genesis Corporate Advisors has spent over 25 years in the securities industry. In 1992 he founded JDQ Financial Group, Inc. and proceeded to build it up from a one man operation to the point where it employed many traders, advised numerous client and generate millions in revenues.

expert residential cleaners Park Ridge ..

In The News:

The Omoway Omo X features a modular design, obstacle detection and emergency braking, and can drive itself to charging stations, signaling the future of smart urban mobility.

PillTrek, a tiny wireless smart capsule created by Caltech, provides real-time gut health data by detecting electrolytes, metabolites, glucose, hormones, pH levels and temperature.

Learn to spot fake bank text messages with five warning signs of Chase phishing scams, including suspicious links and urgent deadlines designed to steal your account information.

Robot coyotes built on motorized cars reaching 20 mph are being deployed at military airfields as an innovative solution to wildlife threats to aircraft safety.

Explore Google Drive's strengths and weaknesses as a backup solution, including its encryption security, privacy concerns and comparison to dedicated backup tools.

As environmental challenges grow, underwater habitats gain momentum with DEEP's Vanguard, supporting short missions and Sentinel designed for 28-day stays at depth.

The new Urban Eyes safety vest features dual cameras, reflective panels and a wireless remote to deter harassers and provide peace of mind for outdoor workouts.

The $200 billion data broker industry tracks your personal details across websites, posing privacy risks that can be mitigated through data removal services.

UCC Holding has teamed up with COBOD to create desert-inspired, 3D-printed schools in Qatar, featuring dune-like wavy walls impossible with conventional construction.

Darkling beetles equipped with microchip backpacks can be guided through disaster areas using electrical signals, offering a biological solution for search and rescue.

Scammers use number porting to take control of outdated landlines still connected to financial accounts, bypassing two-factor authentication to steal funds while avoiding detection.

Twitter co-founder Jack Dorsey developed Bitchat, a privacy-focused messaging app that works offline via Bluetooth without requiring email, phone numbers or personal data.

Google is making a push to ensure its AI, Gemini, is tightly integrated with Android systems by granting it access to core apps like WhatsApp, Messages, and Phone.

A new green energy system is set to change how we capture clean power, and it all starts with the ocean. French startup Seaturns has designed technology that taps into the natural motion of the sea.

Cybersecurity researchers are warning that hackers have started exploiting flaws in chatbots to carry out AI phishing attacks.

Google has just made it easier than ever to regain control of your inbox with Gmail's new Manage Subscriptions tool.

Despite the benefits, residential power saver programs come with several potential drawbacks and concerns that have been raised by both customers and experts.

The Blackdot AI tattoo machine is quiet. It's steady. And according to early users, it hurts a lot less.

Attackers have started to exploit the very signals that users assume will keep them safe when it comes to add-ons to improve productivity or entertainment.

Located on Cerro Pachón in Chile, the world's most powerful digital camera is set to transform how we see the universe.

The innovative DQ Tower stands 28 feet tall with 420 square feet of living space, featuring floor-to-ceiling windows and premium amenities in a prefabricated design.

A new mmWave imaging system allows warehouse robots to scan and create 3D models of objects inside sealed containers, potentially revolutionizing shipping processes.

Family fraud endangers seniors when relatives exploit their trust, but removing personal data online and monitoring identity can prevent financial harm to aging parents.

A study analyzing 500,000 customer service interactions shows chatbots struggle with complex issues while human agents excel at matching customer communication styles.

Aigen's Element robot uses solar power and AI to provide farmers with a sustainable alternative to herbicides, working efficiently in cotton and soy fields.

Reverse Merger: Have They Taken the Reverse out of Reverse Merger?

Small Business