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Statements in these profiles that are not descriptions of historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as "expect," "intends," "believes," "plans," "anticipates" and "likely" also identify forward-looking statements. All forward-looking statements are based on current facts and analysis. Actual results may differ materially from those currently anticipated due to a number of factors including, but not limited to history of operating losses, anticipated future losses, competition, future capital needs, the need for market acceptance, dependence upon third parties, disruption of vital infrastructure and intellectual property rights. All forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995. Additional information on factors that may affect the business and financial results of the Company can be found in filings of the Company with the Securities and Exchange Commission.

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Reverse Merger Benefits

REVERSE MERGER BENEFITS

Reverse Merger Benefits

  • Higher Valuation:Historically publicly traded companies enjoy significantly higher valuations than private companies.
  • Capital Formation: Raising capital is typically easier because of the added liquidity for the investors.
  • Acquisitions: Acquisitions can be made with stock which is often used as currency and can be structured so it is less dilutive to the insiders.
  • Incentives: Stock options or stock incentives can be useful in attracting management and retaining valuable employees.
  • Financial Planning: Public stock can provide a long term exit strategy for the founders or during acquisitions when a seller would like an ear-out versus a straight purchase.
  • Reduced Costs: The costs are significantly less than the costs required for an initial public offering.
  • Reduced Time:The time frame necessary to achieve a public listing is considerably less than that for an IPO.
  • Reduced Risk:Additional risk is involved in an IPO in that the IPO may be withdrawn due to an unstable market condition even after most of the up front costs have been expended.
  • Reduced Management Time:Traditional IPOs generally require significant time from senior management as under writers will expect them to participate in road shows to shore up interest in the aftermarket of the company.
  • Business Requirements:An under writer will not consider an IPO unless the company has proven financial results from operations. A reverse merger or spinoff is a way for relatively young companies to enter the public arena without long term track records.

Information to Complete a Reverse Merger

  • Business plan with a balance sheet and current financial information along with a 3 year detailed projection.
  • Management information, including completion of the "Officer and Director Questionnaire," for all Officers and Directors designated by the company to be listed as the new Officer and Directors of the public company.
  • Corporate Information, A copy of the Articles of Incorporation, Certificate of Good Standing, By-Laws, all Board Resolutions and Minutes, Shareholders list and completion of corporate questionnaire and all supporting information.
  • Audited Financial Statement, conforming to GAAP are required from the company. The audit statements of the company have to be consolidated with the public company's financial statements and filed in an 8K on the day of closing.
  • Consent from the Board and a majority of Shareholders, with private companies that usually have a minimal shareholder base 100% approval is granted, but in some case private placement or financing have occurred and a majority consent of the existing shareholders of the private company is required.
  • Satisfaction of warranties and representations between the shell and merger partner. The transaction will be subject to all reps and warranties being made in the agreement have been satisfied.
  • SEC counsel and auditors. Designation of securities attorneys and SEC qualified auditors that will represent company after the merger. If a change in auditors is to take place this will trigger ano0ther 8K filing at closing.
  • Agreement Preparations of the share exchange agreement, stock purchase agreement, definitive merger agreement, and all other documents necessary to complete the merger.