By James Scott


Clean OTCBB shells that are ready for a reverse merger are like the legends of White Elephants, the Chupacabre and Bigfoot. Everyone has heard of them but no one has seen one. I have seen so many fly-by-night consulting firms pop up in the past year it's depressing. Of course the claim to have 17 years in the industry with 100's of reverse mergers tomb stoned on a page that 'they just can't remember the link to'.

I'll tell you what, if you're sold on going public with a shell and won't consider any other way, make it easy on yourself walk into your local Burger King, give the cashier $200,000, lay down behind a Mack Truck that is backing out of a parking space and fill your bathtub with razorblades and rubbing alcohol and dive in face first, be sure to set yourself on fire before the dive. Believe me, the above is far less painful than a messy reverse merger.

Sure, solid shells exist but it will cost you a ton of equity, $500k + in upfront fees and an ongoing Sumo Wrestling match with FINRA and inherited shareholders. That said, I have seen a few successful reverse mergers into Pink Sheet shells with the intent of qualifying for the BB. The bad news is, they didn't and don't have a chance in hell of ascending to another exchange (well maybe Frankfurt and other pump and dump domains) and the good news is, they did successfully merge while simultaneously being 80% diluted within three months with a par value of .007 per share. So they succeeded in merging but completely failed at the attempt to fund their company or secure actual trading volume.

Going public is a big decision and if done properly can be incredibly rewarding for the company, shareholders and the company's strategic partners who find themselves in the spotlight and mentioned on press releases, webinars, roadshows and other investor relations branding and promotion. Do yourself a favor, if you care about your company at all; if you want to survive and thrive in the public realm and don't have $200m in annual revenues, file an S1. It takes a few months longer but it's a move that will create a foundation for a customized filing.

Consulting firms that actually care about their clients and truly make their money on the back end once the company is public as opposed to front heavy fee oriented structures will always do an S1 to preserve the longevity of their client's company. Think about it!




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