What is rule 15c211Written by Joseph Quinones
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In a reverse merger, an operating Private company merges with a public company that has little or no assets, nor known liabilities (the "shell"). In some rare instances, shell may have some amount of cash remaining for investment into new enterprise. The public corporation is called a "shell" since all that exists of original company is its corporate shell structure and shareholders. The private company owners obtain majority of shell corporation's stock (usually 90-95%) through a new issue of stock for private enterprise or asset. The public corporation will normally change its name to private company's name and elect a new Board of Directors which will appoint officers. The public corporation will usually have a base of shareholders sufficient to meet 300 shareholder requirement for eventual admission to quotation on NASDAQ Small Cap Market or American Stock Exchange (if private company's financial condition substantiates other NASDAQ or AMEX requirements), although some shells have as few as 35-50 shareholders, and are currently listed (or can apply for listing) on OTC Bulletin Board or NQB Pink Sheets. For more information please visit: www.genesiscorporateadvisors.com
Joseph Quinones is President and founder of Genesis Corporate Advisors, prior to that he was President and founder of JDQ financial Group, Inc. a full service broker dealer which Mr. Quinones proceeded to build up from a one man operation to the point where it employed many traders, and advised numerous clients while generating millions in revenues
| | Reverse Merger: one of several options.Written by Joseph Quinones
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(3) Regulation D (504) offering. Under Securities Act of 1933, any offer to sell securities must either be registered with Securities and Exchange Commission or meet and exemption. Regulation D provides three exemption from registration requirements, allowing some smaller companies to offer and sell their securities without having to register securities with SEC. While companies using a Regulation D exemption do not have to register their securities and usually do not have to file reports with SEC. They must file what is known as form D. Under Regulation D (504) you are allowed to raise up to $1,000,000.00 In a twelve month period. Some of characteristics of Regulation D are: Securities can be sold to an unlimited number of persons. General solicitation or advertising can be used to market this securities. These securities are freely traded and not “restricted” which investors can sell their securities in open market without registration. This securities are not exempt from Securities Act of 1933 anti fraud provision. Benefit of going public: Your access to capital will increase, since you can contact more potential investors. Your company may become more widely known. You can obtain financing more easily in future if investor interest in your company grows. Controlling shareholders such as company’s officers or directors, may have a ready market for their shares at retirement. Your company may be able to attract and retain more highly qualified personnel if it can offer stock options, bonuses or other incentive with a known market value. Company can use stock for acquisition purposes. Joseph Quinones is President and founder of Genesis Corporate Advisors, prior to that he was President and founder of JDQ financial Group, Inc. a full service broker dealer which Mr. Quinones proceeded to build up from a one man operation to point where it employed many traders, and advised numerous clients while generating millions in revenues. For additional information please visit: www.genesiscorporateadvisors.com
Joseph Quinones is President and founder of Genesis Corporate Advisors, prior to that he was President and founder of JDQ financial Group, Inc. a full service broker dealer which Mr. Quinones proceeded to build up from a one man operation to the point where it employed many traders, and advised numerous clients while generating millions in revenues
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