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Going Public via a Reverse Merger or Becoming Private again

We have the ability and the experience to assist you to become a public company much more economically efficient and time efficient, than an IPO. If your need is to become private again for your many reasons we have the experience and ability to help you also.

We have combined 87 years of experience in the Public markets. Our expertise is in corporate finance, funding, capital formation, consumer marketing and investor relations. Combined, we have assisted roughly 30 companies in going public through SB-2 registrations and reverse mergers and have raised an excess of 94 million for our clients. Besides the experience and expertise of our associates and us, we are also part of a much larger virtual organization that includes veteran legal, accounting and public relations expertise from around the world. These individuals have had years of experience first hand, and have worked with us on various projects and can be immediately called upon for assistance. We believe we are well equipped to service the needs of you and your clients. Should you choose to work with our organization, you will find us to be competent, thorough and responsive.

 
What are the benefits of public trading status?

The long term benefits of being publicly traded are many: improved liquidity, higher company value, the ability to make acquisitions or attract and retain employees with the newly public companies stock and greater access to capital at a lower cost. In addition, having public trading status allows a company the ability to make acquisitions with their stock, since publicly traded stock is viewed as currency for mergers and acquisitions. More over, public trading status often leads to a higher price for a later offering of a companies securities.

 
How do these two methods differ from going public through an IPO?

By going public in one of these two ways, a private company becomes publicly traded at a lower cost, in a shorter time frame, and with less stock dilution than through an initial public offering. In essence, these methods separate the process of going public from the process of raising capital.

 
What is a Reverse Merger?

A "reverse merger" is a transaction by which a private company can merge with a publicly traded company with no assets or liabilities. The public company is sometimes called a "shell" since often all that exists of the company is the corporate shell structure. By merging into such an entity, a private company becomes public. The merger of the privately-held company with the public shell is a achieved through the exchange of shares of the privately-held for the shares of the publicly-owned company.

For a reverse merger involving a public shell, the private company can control as much as 80-90 percent of the outstanding shares of the companies stock. The remaining 10-20 percent is held by the previous share holders of the public shell and by promoters of the merger. While the process results in some dilution to the private company merging in, the increase of Valuation to the company as a result of the new trading market, often outweighs the dilution cost.

The cost of merging into a public shell company depends on a number of factors, including whether the company is a reporting company. Because of the effort involved in registering securities, this type of shell has more value. The total cost for a company going through a reverse merger process is substantially less than the cost for an IPO.

 

If you are dissatisfied in being a public company, we can assist you to "Reverse Out" of being a public company. You now would own a hundred percent of your company as a Private Entity, totally eliminating your previous dissatisfactions. Life becomes less complicated for you, eliminating all your reporting requirements.

 Links to helpful information about Public Shell Reverse Mergers

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21ST CENTURY ASSOCIATES, LLC
12472 Lake Underhill Rd.
Suite 271
Orlando, FL 32828
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