{"id":1492,"date":"2009-01-01T14:20:35","date_gmt":"2009-01-01T22:20:35","guid":{"rendered":"https:\/\/artfieldinvestmentsrdinc.info\/blog\/?p=1492"},"modified":"2019-08-06T14:23:02","modified_gmt":"2019-08-06T22:23:02","slug":"go-public-and-reverse-merger-scams-exposed","status":"publish","type":"post","link":"https:\/\/artfieldinvestmentsrdinc.info\/blog\/go-public-and-reverse-merger-scams-exposed\/","title":{"rendered":"\u201cGo Public\u201d and \u201cReverse Merger\u201d Scams EXPOSED"},"content":{"rendered":"<p><span style=\"font-size: medium;\">Every Business has its con artists, and investment banking is no different.<\/span><\/p>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Not only are there con-artists, there are legitimate \u201clegal scams\u201d that are run on innocent victims every day.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><strong><span style=\"font-size: medium;\">SO BEFORE YOU PAY OUT ANY MONEY FOR \u201cGOING\u00a0PUBLIC\u201d or a \u201cREVERSE MERGER\u201d do yourself a favor and read this report.<\/span><\/strong><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">I have been taking companies public for over 20 years now. I\u2019ve seen a lot of scams, and have been scammed a few times myself by people I trusted. However, you live and you learn. And now with a lot of experience under my belt, \u00a0I will educate you about the different types of scams and how they will take advantage of you. The \u201cGoing Public\u201d process and Reverse Merger process are expensive. Don\u2019t throw your money away to some con-men who will never achieve your business purpose.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Practically every week I have at least one person referred to me who was ripped off. I am asked to see if I can help them. Just last week a typical fellow was referred to me to move his Pink Sheet company that he just bough for $225,000 up to the OTCBB. Within 30 minutes of phone due diligence questions, I recommended that his best course of action was to throw his vehicle away and start all over again. WHY? Too many problems. He could clean it up \u2013 any vehicle can be cleaned up, but it would have taken too long and been too complicated, and cost too much. It was simpler and quicker to start all over again.<\/span><\/div>\n<div><strong><span style=\"font-size: medium;\">\u00a0<\/span><\/strong><\/div>\n<div><span style=\"font-size: medium;\"><strong>WHAT IS A SCAM?<\/strong>\u00a0\u2013 a scam is anyone or any group that uses you and your company to achieve their own objectives &#8211; (usually to make money for themselves very quickly) &#8211; and NOT your own objectives &#8211; (usually to grow your company, create some decent products for society, and make a few bucks for your own hard work over a period of time.)<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">What do scam artists have in common?<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 They are in it for the short term \u2013 a quick buck. They are not in it to support the<\/span><\/div>\n<div><span style=\"font-size: medium;\">long term growth of a company and its products.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Most commonly, they structure deals so they have all or a lot of free trading stock they can sell quickly and you have none or are restricted from selling.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 They take advantage of people or companies that need money. They often give<\/span><\/div>\n<div><span style=\"font-size: medium;\">away their services or public vehicles for \u201cno\u201d or \u201clittle\u201d money to attract desperate people who can\u2019t afford a \u201cmarket value\u201d deal.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">They give away something so they have the right to demand how the deal must be structured. And of course the structure they chose ultimately only benefits them &#8211; \u00a0not you.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">They misrepresent things to get you to go with them. Some out and out lie. Others exaggerate things. For example, if something takes in the range of three to six months to do, they will always tell you they can do it in three. (And then make excuses afterwards when things take longer.) Others will use well know attorneys or other names to make it look like they know what they are doing.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Don\u2019t be a victim of any of the following common scams:<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">1)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The \u201cPump and Dump\u201d Con-Men.<\/span><\/div>\n<div><span style=\"font-size: medium;\">2)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The problem \u201creverse merger\u201d vehicles \u2013 Know what to look out for!<\/span><\/div>\n<div><span style=\"font-size: medium;\">3)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The legal \u201cPump and Dump\u201d\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">4)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Incompetent<\/span><\/div>\n<div><span style=\"font-size: medium;\">5)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The \u201cTag On\u201d Scam<\/span><\/div>\n<div><span style=\"font-size: medium;\">6)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0The Competent with limited or no connections<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Let\u2019s take them up one by one.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\"><strong>1) The \u201cPump and Dump\u201d Con-Men.\u00a0<\/strong>Most people who are considering going public have heard of this one. But how is it done? How is it set up? What should you watch out for.<\/span><\/div>\n<div><strong><span style=\"font-size: medium;\">\u00a0<\/span><\/strong><\/div>\n<div><span style=\"font-size: medium;\">Well usually these guys approach you and offer you their services or their public vehicle at a very good price or for \u201cequity only.\u201d You know\u2026 no money out of your pocket. Now considering most people looking to go public don\u2019t have enough money anyway, it is very easy to find a company with a great potential who will fall for this one.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">What they do is set up a transaction where you get the majority of the company \u2013 maybe even the vast majority \u2013 like 90%, but they get all or most of the free trading stock. Occasionally they will let your group have some free trading stock, but they will usually insist that your group is locked up and can\u2019t sell for awhile or can only sell a little bit. After all they are putting up a vehicle worth $250,000 to $800,000 shouldn\u2019t they be in the first position to recoup?<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">It is hard for a novice to argue with that logic.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Now after you agree and sign the transaction, they will very quickly start putting out promotion and press releases on your company. They will tell you it is for your benefit that they need to get the company trading in order to attract investment bankers and other investors to your company.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Now all of the above logic isn\u2019t far from the truth. Honest people can tell you the same thing. The difference is the intention. The con-man isn\u2019t a long term player, he is in it for the short term \u2013 the quick buck. So he will often be very proactive. He will write your business plan. He will write your press releases, etc.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">If he is a real sophisticated con-man, he might not even do any of the above. Instead you might see your company trading without any press releases or any news. He will tell you he knows a lot of people or is telling all his friends. If he is a stupid con-man he might even tell you the truth: He and a bunch of friends are just cross trading with each other to get the stock trading and drive up the price. (Of course this is illegal and he won\u2019t tell you that.)<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">All the press releases, all the news, all the trading activity with the stock going up is the \u201cpump.\u201d The net phase is the dump \u2013 when the con-man or his group sell ALL their stock into the artificially inflated market they created.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Next stage is when they split. They are done and now looking for the next victim. They no longer need you or care about you. They will disappear along with all the support they have been giving you. Your stock will steadily decline and you may or may not have ever gotten a penny out of the deal. Ultimately, you will be left with a vehicle with which you cannot raise any money. YOU\u2019VE BEEN HAD!<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Now there are many variations on the above theme. Some guys will get you a little money, some guys will let your group sell a little stock, some guys will take their time to set up the dump, but the result is the same.\u00a0These guys are greedy and they don\u2019t ever let you have very much.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">How do you protect against these kinds of people?<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\"><strong>Look at the market value of the transaction<\/strong>. Good clean PINK SHEET public vehicles are going for around $175,000 &#8211; $200,000+ maybe 5% -10% of the stock in your company. Good clean OTCBB public vehicles are going for around $375,000 &#8211; $ 400,000 + 5% -10% of the stock in your company. However these kinds of transactions are negotiated. The former shell shareholders usually have to lock-up or restrict the 5% -10% they keep so that they CAN\u2019T dump a lot of stock into the market and wreck the new little public company.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">When someone wants to give or sell you something way below market value, be automatically suspicious. The chances of you just happening to find a good deal are slim. The chances of you getting something with problems you are unaware of is high. It has problems and that is why it can\u2019t get top value. All of this would be fine if the sellers disclosed what the problems are.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">If someone offered you a Real Estate property that is worth $500,000 for $50,000 wouldn\u2019t you be very suspicious. Wouldn\u2019t you be worried that they don\u2019t own the property, or it has \u201cmold\u201d in the walls or something like that.?<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Of course you would because you know people just don\u2019t give away something for nothing. When they look like they are, there is ALWAYS a hidden price.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\"><strong>Look at the market value of your own company and look at its story.<\/strong>\u00a0If \u00a0you have a company doing 40 million in revenue and someone wants to give you a public vehicle, well that is one thing. But if you have essentially a business plan or even a well established business doing say 1 million a year in revenue and need to raise 5 million dollars to expand your business plan or business, that is another thing.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Most of the hedge funds and top investment bankers I deal with won\u2019t even consider an equity deal unless a company has 3 million in EBITDA. Legitimate investment banking groups that do equity deals are very difficult to work with. They typically will look at hundreds if not thousands of deals before they chose one.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">So if some guy just chooses to do an equity deal (or other below market value deal) with you\u2026.. real fast, with out much due diligence and not much competition; and your company is EXTREMELY newsworthy either to the general public or the investment community; and he is keeping most or all of the free trading stock without any restriction\u2026.well you might want to call in the troops. Good chance you are being set up for the old \u201cpump and dump.\u201d<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Who are the troops? Find a good experienced consulting investment banker like myself and perhaps a criminal SEC attorney. A good experienced consulting investment banker usually has the experience to tell if you are being set up, or can talk to the parties and then determine if you are being set up, etc.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">If you have already done the deal, then make sure you hire a good criminal SEC attorney to review any and ALL materials (press releases, business plan, web site, etc.) \u00a0that your new friends want you to put out. \u00a0You do NOT want a transactional attorney in this role.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Transactional attorneys are NOT familiar with what is going on behind the scenes with the SEC \u2013 what they are going after, what they are looking to bust people for, what they are suing people for these days, etc. Criminal litigating attorneys who are going up against the SEC every day are. \u201cPump and dumpers\u201d usually put out exaggerated and hyped up information to \u201cpump up\u201d the stock. Your criminal SEC attorney will not allow this and this will keep you safe. Of\u00a0course, the con-men will probably now want to rescind the deal \u2013 but who cares. You will be a lot better off if you do.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\"><strong>2) The problem \u201creverse merger\u201d vehicles \u2013 Know what to look out for! \u2013\u00a0<\/strong>This is one of the scams I see the most &#8211; People in my industry selling off problem public vehicles to the inexperienced without disclosing the problems.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Here is what you currently need to watch out for when trying to do a reverse merger into a public vehicle \u2013 1) \u201cgrey sheet\u201d shells, 2) companies that were once SEC reporting companies and fell behind in their reporting, and 3) companies that were once \u201cshell\u201d companies with no significant operations.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">The Grey Sheet scam got real popular about four or five years ago and the industry is still suffering from it. It started like this. Some greedy guys found a loop hole that had been around for ages and gave a company the appearance of being quoted on the PINK SHEETS.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Now at the time PINK SHEET COMPANIES were selling for about $200,000 and took about nine months to a year to form through filings.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">So what they would do is form a company in a day with as little as two shareholders. They then would take advantage of a little known procedure. They would ask a market maker that they had a relationship with to post a \u201cbid\u201d and an \u201cask\u201d quote on behalf of them \u2013 a shareholder of the corporation. Now anyone with access to the deeper broker dealer levels of quotes could see that this was not a market maker quote, but a quote by a market maker acting as a broker dealer for a client.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">However, the PINK SHEETS would automatically (at the time) pick up the quote and show it on their records. So in a matter of days a person could create what looked like a PINK SHEET company (that sold for $200,000).<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">The next phase of the scam is that the scam artists offered the \u201cgrey sheet\u201d companies at a substantially cheaper price usually in the $50,000 to $150,000 range. Now all of\u00a0this would actually be okay if the parties who did this disclosed that is was a \u201cgrey sheet\u201d company and not a pink sheet company.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">However, what they usually did is represent it as a pink sheet company and found suckers who thought they were getting a good deal.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">The problem with \u201cgrey sheet\u201d shells is that they are not \u201cpiggy back qualified\u201d (means other broker dealers can\u2019t jump on a trade them) and are often improperly structured and can never become a pink sheet or reporting company.\u00a0So if you want to move on up to a higher exchange you literally have to throw them away. Instead of saving $75,000 you lose $125,000 or whatever you paid for it.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Eventually the PINK SHEETS stopped listing these shells on their records but because some of these \u201cgrey sheets\u2019 actually effected trades years ago, they are still picked up by all the stock quotation services and still are a problem today because a scam artist can throw out a symbol, you can look it up on Yahoo Finance and there it is.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Of course he says it is on the PINK SHEETS, but it is not. So the novice buyer gets ripped off.\u00a0I picked up a client a month ago that bought a grey sheet for $50,000. After examining the structure, my advice: throw it away and start over again.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">The second thing to watch out for is PINK SHEET companies that were formerly reporting companies. My staff has had many discussions with the SEC regarding this yet there still seems to be a lot of misunderstanding, incompetency, and out and out fraud going on when it comes to these vehicles.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Here is the problem. (Now keep in mind I am not an attorney and what I am telling you here is not legal advice but information that was explained to me by conversations with the SEC\u2019s staff.) When you are a reporting company and you cease to file reports the SEC can technically de-list you from quotation. In, I believe, 2004 the SEC put together a unit that does nothing else than file suits against former reporting companies that are behind in their filings, and request that the stock be deregistered and the companies be de-listed from the OTC quotation services such as the PINK SHEETS.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">So if you buy or merge with a public vehicle that was once reporting but is behind in its reports you could be de-listed by the SEC at any time. If you paid $200,000 for this vehicle and the next day it is de-listed, you won\u2019t be happy. Moreover, you could recover your quotation by bringing your filings current, but if the records are not attainable (as is often the case with some of these old pinks) you may never be able to recover your listing.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">The scam that is going around now is that you can file a Form 15 that and this stops your liability as stated above. The Form 15 only stops your reporting requirements from the day that you file it. So if you are behind in your reporting requirements since 2002, and you file it today 10\/13\/08, you no longer have to file any reports after 10\/13\/08. However, as long as you are not current on your reports prior to 10\/13\/08 the SEC can still de-list you for being delinquent in your reporting requirements. And the only way you can move a pink sheet company back up to the OTCBB in most cases is by bringing all those past due filings current along with your new filing.\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Scam artists and uninformed incompetent investment bankers and attorneys are representing that the company is completely without risk even though it is behind in its SEC reports as it has filed its form 15 to stop reporting. This is false information as directly told to us by the SEC staff.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Now in February of this year, 2008, the SEC introduced some new rules. One of them essentially made rule 144 unavailable for the shareholders of a company that has ever been a shell. Rule 144 is the \u201csafe harbor\u201d rule which allow stockholders can take the restrictive legend off of their stock after they have held it for a year. Without rule 144 theoretically you could be stuck with restricted stock forever, or at least until that stock is registered \u2013 if ever.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">A company that has been a shell has to become a reporting company and then wait a year before rule 144 is again available to its shareholders.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">If you bought or merged into a company that did not have rule 144 available to it, you may find it difficult to sell your stock to investors. Investors don\u2019t mind waiting a year\u00a0to get free trading stock but who wants to wait \u2026.forever?<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Now all three of these problems wouldn\u2019t be that big of a deal for some people and companies if these potential problems were properly disclosed.\u00a0The scam artists don\u2019t disclose these potential problems however. They simply try to sell these vehicles for a lower price and thereby attract \u201csuckers.\u201d<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">So how do you protect yourself from these scams?<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Well first of all, if there is one thing I have learned about the investment banking business it is that you usually get what you pay for. So when something is under priced there is usually a good reason for it \u2013 the people owning it can\u2019t sell it for any more.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">So if you are offered something under price, I suggest you really, really check it out.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Secondly, you should hire an experienced consulting investment banker like myself, or an experienced SEC attorney to check out your deal and give you guidance through the process. The problem is finding the experienced people. I know many SEC attorneys that don\u2019t catch these problems, and many others that know of the problems but won\u2019t educate the buyer when representing the seller of these problem companies.\u00a0<\/span><\/div>\n<div><strong><span style=\"font-size: medium;\">\u00a0<\/span><\/strong><\/div>\n<div><span style=\"font-size: medium;\">At least once a week I bump into someone who was ripped off and sold a bad shell for from $50,000 to $250,000. If they had consulted me before they bought the vehicle it may have cost them $5,000 or $10,000 for me and my attorneys to check it out. But they would have saved themselves from losing $50,000 to $250,000.<\/span><\/div>\n<div><strong><span style=\"font-size: medium;\">\u00a0<\/span><\/strong><\/div>\n<div><span style=\"font-size: medium;\"><strong>3) The legal \u201cPump and Dump\u201d\u00a0&#8211;\u00a0<\/strong>Well you have seen this one. Take a look at the internet craze of the late 1990\u2019s and the early 2000\u2019s. We all knew it didn\u2019t make good business sense that these large broker-dealers would give 50 million dollars to some kids with no business experience for \u201cSome-Sort-Of-Fantistic-But-Untried-WebSite-Idea.com,\u201d but they were doing it every day.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">What was the scam? All America and the world was pumped up on the internet stocks. So these guys would look for a patsy \u2013 some young business men and offer them 50 million dollars for their brilliant idea. They would then take them public and do everything legal and forthright.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">When the day of the IPO came, they of course would buy all of the stock &#8211; say 50,000,000 shares &#8211; at their underwriting price of $ 1.00 a share (minus their say 12% commission) and then dump it on America the same day knowing full well the general public would take it up to $200 a share by days end. So for their $ 50,000,000 investment, they would make $ 5,000,000,000 by days end. (That\u2019s 5 billion for those of you who get lost on zeroes.)<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Not bad by any \u201cpump and dumper\u2019s\u201d standards.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Now just like any \u201cpump and dumper\u201d these major firms were short term players. They didn\u2019t care much about the firm after that first day. They were now looking for the next victim. However, since they do things legally, they kept a semblance of support and attention on the company and of course if there was another opportunity to do another money raise they would surely agree to stick it to America again.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">But you see because it was all hype and the majority of these businesses had no real substance to them, it all came tumbling down.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Are they still doing it? Of course. They are not as blatant. But many an investment banker (large and small) will do everything legal to make a quick buck. This is usually not as quick as the illegal \u201cpump and dump\u201d schemes, but they end result is the same.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">They will raise money for you based on a very newsworthy idea. They will do everything legal. They will use their vast resources and wealth to support the company while the stock price is going up, then at a certain point they will sell, reap their profit and take all their support and run. Then look for their next victim.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">You are then left on your own. The only difference is this time you will have a little money in the kitty, but your stock price will slowly drift down to nothing after they pull their support. If you trusted them, thought they would always be there for you, you are caught a little bit off guard when they disappear. You may not know how to recover.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">What is your defense against the legal \u201cpump and dump\u201d? You always want an experienced senior consulting investment banker like myself between you and the large or small investment bank you are dealing with.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">NEVER, NEVER, NEVER let the investment banker who is giving you the money also be your senior consultant. WHY? Because they don\u2019t care about you or your company. Every piece of advice they give you is for their benefit not yours. Every piece of advice they give you is designed first to get their money back (and a profit) and second to help you and your company.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><strong><span style=\"font-size: medium;\">If you don\u2019t have an experienced consulting investment banker on your team, then do some research on your own. Ask for references. Look up the long term track record of the companies they did. See how long it takes them to pull their support and what happens to the companies after that.<\/span><\/strong><\/div>\n<div><strong><span style=\"font-size: medium;\">\u00a0<\/span><\/strong><\/div>\n<div><span style=\"font-size: medium;\"><strong>4) The \u201cincompetent\u201d scam.<\/strong>\u00a0\u00a0Not every con-man is a crook. Some people are just incompetent and are trying to con you into believing that they are competent at what they do.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">I get these \u201cincompetent\u201d kinds of deals referred to me all the time. Someone was contracted to take some one public. Either it never gets done, or they do it wrong and it has to be done all over again.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Here are a few examples. A market maker referred a client to me because the client came to him asking him to file a form 211 to quote him on the OTC.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">He had gone to a fairly well known attorney who had charged him $ 10,000 to take him public. Now, most attorneys at that time would have charged about $50,000 to take someone public. (Remember what I said about getting things below market value above. It applies to situations like this too.)<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">When I examined what the attorney had done, I was outraged. He had simply done what $10,000 actually buys you &#8211; a private placement document. Worse yet he hadn\u2019t even formed and structured the company correctly and the client now owned only 10% of his company. He had sold off 90% of his company to the private placement investors for $50,000.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Since it was a recently completed private placement there was no stock eligible for \u201cfree trading\u201d status and thus this company couldn\u2019t go public at this time via a form 211 filing.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">My advice to the client &#8211; Throw it away and start over again. This time don\u2019t be cheap and hire someone who knows what they are doing.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Unfortunately there are many, many incompetent people in the investment banking field. When you go public you are going to need market makers, broker dealers, investment bankers, investor relation firms, public relations firms, several SEC attorneys, accountants, etc. on your team. An experienced consulting investment banker is the person who will introduce you to competent people and help you put your team together. Trying to save a buck and doing it on your own can be a disaster.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Just because someone is an SEC attorney, or accountant, or a broker doesn\u2019t mean he is competent. Attorneys who only work on a few deals SEC deals a year (while they simultaneously practice in another area of law), still represent themselves as SEC attorneys, but most of the time they don\u2019t have enough experience and flow to be current on what is happening in the industry.\u00a0\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">It isn\u2019t all about laws. There is a lot of unwritten policy in this industry that one has to know. You only get to know this stuff because you deal with the agencies frequently and know what the latest change in policy or enforcement is.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">There are a lot of people who are just salesmen and hire other people, like myself, who are experienced to get the job done. The funniest example I have is about 10 years ago. One of my clients paid this investment banker $250,000 to take him public. This investment banker hired some cheap attorney to do a private placement to raise $ 200,000 and take the company public.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">They sold\u00a0about $50,000 of stock, but he offering was done in violation of many laws and the client never got any of the money. The original investment banker then hired a well known attorney and paid him $75,000 to correct the situation and get the company public. This well known and respected attorney was really not an SEC attorney but was smart enough to know this so he turned around and hired me for $50,000 to do the clean up. This whole chain of events prior to me had taken about a year with no results (This was at a time when we could get someone public in about three months.)<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">After examining every thing my advice was to throw it all away and start all over again. The client listened to me and I had him public in three months.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">How do you defend against the incompetent scam? Ask for references. Ask to see if a person has actually done this before. I, for example, will give a client links to SEC filing on EDGAR showing I was the incorporator of a PUBLIC company that went public 10 years ago. I was also give them referrals of clients I took public that they can talk to. Anyone who is legitimate in this industry can show you age old filings and give you references.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Why do you want age old filings? Well, if someone has been doing this for 10 years or more and they are using the same name and phone number and they are not in jail, chances are they know what they are doing and they are not a crook. The incompetent don\u2019t last 10 years and the con-men don\u2019t use the same name and address and phone number for 10 years.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Now,<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\"><strong>5) The \u201cTag On\u201d Scam, and 6) \u201cThe Competent with limited or no connections\u201d<\/strong>\u00a0are variations of the \u201cIncompetent\u201d scam.\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">The \u201cTag On\u201d scam is the professional who you ask for references and he says I did ABC Co. and JKL Co. and XYZ Co. A lot of people just buy that without checking. But when you ask for names and numbers he gives them to you and hedges it with, \u201cNow he won\u2019t know my name because I was actually hired by Joe Smo who was hired by him. But you can ask him about Joe Smo and that is the same as me.\u201d<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">When all a professional can give you is \u201cTag On\u201d references it means he most likely is inexperienced and he has aligned himself with someone who has given him permission to use their name. This is always a bad thing, but it is certainly a sales scam if it is not disclosed to you, and most of the time you would be better served dealing with Joe Smo directly.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">An example of \u201cThe Competent with limited or no connections\u201d scam would be an attorney who promises to take you public and does all the legal work very professionally, but doesn\u2019t know any market makers who are willing to sponsor you for quotation or any investment bankers who are willing for raise money for you.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">So he does the legal work, but then leaves you high and dry and can\u2019t get the rest done, or even refer you to anyone who can. So eventually he tells you the rest is up to you.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">How do you defend against these kinds of scams? The same way you defend against the incompetent scams. Get references and ask to see some old filings a person has actually done.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">There of course are more scams, but these are the most common you will see when you are going to hire someone to take you public or to do a reverse merger.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">Of course if you want help with any of this, check out our website and give us a call.<\/span><\/div>\n<div><span style=\"font-size: medium;\">\u00a0<\/span><\/div>\n<div><span style=\"font-size: medium;\">I hope this had been of help to you.<\/span><\/div>\n<div><span style=\"font-size: medium;\"><br \/>\nupdated 1\/1\/09<\/span><\/div>\n<div><\/div>\n<div><\/div>\n","protected":false},"excerpt":{"rendered":"<p>Every Business has its con artists, and investment banking is no different. \u00a0 Not only are there con-artists, there are legitimate \u201clegal scams\u201d that are run on innocent victims every day. \u00a0 SO BEFORE YOU PAY OUT ANY MONEY FOR \u201cGOING\u00a0PUBLIC\u201d or a \u201cREVERSE MERGER\u201d do yourself a favor and read this report. \u00a0 I [&hellip;]<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[1,26],"tags":[],"class_list":["post-1492","post","type-post","status-publish","format-standard","hentry","category-blog","category-news"],"_links":{"self":[{"href":"https:\/\/artfieldinvestmentsrdinc.info\/blog\/wp-json\/wp\/v2\/posts\/1492","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/artfieldinvestmentsrdinc.info\/blog\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/artfieldinvestmentsrdinc.info\/blog\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/artfieldinvestmentsrdinc.info\/blog\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/artfieldinvestmentsrdinc.info\/blog\/wp-json\/wp\/v2\/comments?post=1492"}],"version-history":[{"count":1,"href":"https:\/\/artfieldinvestmentsrdinc.info\/blog\/wp-json\/wp\/v2\/posts\/1492\/revisions"}],"predecessor-version":[{"id":1493,"href":"https:\/\/artfieldinvestmentsrdinc.info\/blog\/wp-json\/wp\/v2\/posts\/1492\/revisions\/1493"}],"wp:attachment":[{"href":"https:\/\/artfieldinvestmentsrdinc.info\/blog\/wp-json\/wp\/v2\/media?parent=1492"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/artfieldinvestmentsrdinc.info\/blog\/wp-json\/wp\/v2\/categories?post=1492"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/artfieldinvestmentsrdinc.info\/blog\/wp-json\/wp\/v2\/tags?post=1492"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}