Going Public Direct

THE RIGHT CHOICE for most companies to get a Ticker Symbol is to hire us for a Going Public Direct transaction rather than doing a reverse merger with a public shell -

YOU WILL:

• Save Money
• Avoid Problems
• Get A Ticker Symbol In Less Time

You can’t disagree with the first two reasons.  They are the absolute truth.

Conventional Wisdom is that a Reverse Merger with a Public Shell is always a faster and more certain way to get a Ticker Symbol.  This time Conventional Wisdom is wrong. 

First, A big part of any going public process is an SEC filing.  But Go Public Direct and Reverse Merger transactions require the same SEC filing.  I should know.  I write them.

• Same information. 
• Same audited financial statements. 
• Same time to prepare.

Those who disagree with me usually tell me I’m wrong because the SEC takes time to review the filing in a Go Public Direct transaction, while the SEC doesn’t review the filing in a Reverse Merger. 

Thus, people tell me, they most certainly save time with a reverse merger.  Some even tell me they think it may take a year to clear their filing with SEC.  Or that the SEC won’t ever clear their filing.

My clients all know that’s not true.  All my filings clear the SEC.  Some of my recent filings have cleared the SEC in less than 30 days.  See my Track Record.

Reverse Merger transactions take extra time, too.  Time delays that you don’t have if you hire us and use our Go Public Direct transaction.

Have you been shopping for a shell?  If so, you know:

• First you’ve got to find a good Public Shell. 
• Then you’ve got to conduct due diligence to make sure you are getting a clean shell that will really work for you. 
• The first shell you find may not work.  So you may have to look at many possible Shells before you find the one you want. 
• Then you have to negotiate the basic price and other terms. 
• Then you have to review and possibly renegotiate formal legal contracts. 
• Finally, you have to close the reverse merger and make the required state law filings.

That will not happen in less than 30 days, guaranteed.

Our Go Public Direct transaction can actually be done in 90 days.  Sometimes it may take a little longer.  In any event, no reverse merger transaction I’ve ever seen – Start to Finish - can match our record.

NOTE:  Although it has not been my experience, it is possible that merging with a shell could be a faster way to go public.  However, if the shell trades on the OTCBB, you must still prepare a full disclosure filing, including your audit.  So you cannot avoid the time it takes to do that.  And you have to compare the time it takes to do shell due diligence on one or multiple shells and then close the transaction to the time it takes the SEC to review your filing in a Go Public Direct transaction to make a fair comparison.  With a little luck, the SEC process in a Go Public Direct transaction can be as little as 13 days, if you get a no review.

In any event, it is not a more certain way to go public.  Further, in comparing, you still have the cost issue to deal with.  And shell transactions, even with SEC reporting shells, still have the problems I have described.

How it works.

Step 1: Become an SEC reporting issuer by filing with the SEC a Form S-1 registering for sale stock you have already sold to your shareholders, generally in a private placement; or, in the alternative, registering your company's treasury stock for sale.

Step 2: Have a correct shareholder base with at least approximately 400,000 shares or more sold for real value [$.10 per share is a recognized minimum, can it can be more] - cash or services or both; the shares being equally distributed among approximately 50 or more non-insider shareholders.  These shares must be free trading stock as recognized by FINRA (formerly NASD).

• A new or early stage company
• Have no or limited operations, revenues or assets
• Have been in business for less than two years

• Date of Incorporation - December 7, 2005
• Date of Filing - June 21, 2006
• Date Filing Cleared - July 12, 2006
• Amount of Revenue at Date of Filing - $0
• Number of Selling Shareholders - 50

• Date of Incorporation - August 28, 2006
• Date of Filing - March 22, 2007
• Date Filing Cleared - April 4, 2007
• Amount of Revenue at Date of Filing - $1500
• Number of Selling Shareholders - 33