Then came the reverse merger or merger with an OTC shell. The company seeking money, the venture company, found a (hopefully) clean shell trading over the counter. The shell usually had no assets but had trading public stock. The venture company merged with the OTC shell, giving up 5-20% of its value to the public shell shareholders and paying $50,000-$750,000 to the principals of the public shell. This was the fastest way to make a public company.
Several problems developed in this reverse merger approach. First, the stock of the new company was trading usually without full disclosure. Second, the people who controlled the shell often dumped their stock on the market without mercy, leading to a disastrous decline in the stock price of the new company and unjustified shareholder anger at the new management for letting the stock price slip when the new management was simply being victimized as well.
The SEC found many abuses in the reverse merger game, so in 2005 they issued a new rule requiring that the combined merger company had to file a Form 8-K within four days after the merger. This Form 8-K had to contain essentially all the information you would need to file in a public offering. Now there would be full disclosure to investors ? essentially the same disclosure you would need to file if you were registering the stock for sale. So we now call this Form 8-K a Super 8-K.
You may find yourself thinking, "If I have to file the same information as in a public offering, why do I have to buy the shell and give up all that stock and money?"? The answer is that there are usually no good reasons to buy the shell. You might as well do what is sometimes called a self-filing or direct registration.
Moreover, when you do a reverse merger, there are many drawbacks to buying the shell over registering the stock in a self-registration. It costs you a lot to give up all that money and a significant percentage of your company to do a shell deal. Shells can have undisclosed problems and liabilities. Instead of having to prepare a filing on one company, in effect you must prepare the documents for two companies that are now in the new company: your company and the shell. Shell companies have had a negative reputation in the past. While you are trying to raise money and build your company, you do not want the old shareholders dumping stock. You want loyal shareholders. As a former market maker as well as an attorney and investment banker, I can tell you that a strong operating company can attract more and better market makers than those that usually trade OTC shells. As a market maker, I used to trade public shell companies and buy large blocks of stock for pennies. After a merger, I would sell it fast for several dollars. The volume of trading in a shell company is usually thin. While some may think they are paying for a trading market by buying a shell, they are really buying a market that has nothing of much value.
Thus, the more you look at the alternatives, the more you can start to see the advantages of a self-registration. Now you want to contact a good advisor on these transactions. Looking at all this data can cause you to reach the same conclusion others have, self-filings are usually a better deal.
Thinking of making a unique way to get your child interested in the great outdoors? You don't have to spend a lot on frequent family camping trips, although taking such a vacatiou once in a while as a family is certainly a great bonding experience. You can help you child love playtime in the open if you build him or her a nice, sturdy play tent! But not just any sort of play tent will do. If you're out to build a safe, child-free tent, canvas tipis should be in your list of alternatives.
When thinking of materials for building a play tent, canvas tipis should make it to the top of your list. It's affordable and relatively lightweight, so it's easy to put up no matter where you decide to camp out. You could have a play tent at a camping trip, or you could set it up in your own backyard!
Canvas is a type of cloth, so take your child's fabric allergies into consideration. Tipis made from cloth should give your child optimum protection, and at the same time avoid giving your child allergies that synthetic cloths sometimes do. Abrasions from synthetic material could cause some serious rashes, which may not only ruin your child's playtime, but also endanger his or her health!
Speaking of health concerns - just because a tipi covering is made of cloth, doesn't mean it would fail in keeping your child safe from the elements. Old World Indian settlements made extensive use of cloth tipis through rain or shine. Mostly, this was done by installing a thin lining on the inside of the tent itself. Sometimes called "dew cloth," it prevents moisture and other environmental health risks, such as natural allergens and mildew, from getting inside the tent easily. The dew cloth could also be made of canvas, but that just means an extra layer of protection for your child.
For a more "authentic" outdoor experience, some parents may wish to invest in real leather tipis, which the whole family could enjoy. You could look into this as well - leather tipis are However, it's certainly not a way to teach your child about earth-friendliness and kindness to animals!
Another good thing about canvas tipis is that you can decorate it all you want! Some canvas tents come pre-designed, but those are often more expensive. Not to mention it's hard to tell if your child will like the premade design or not. Buy a blank canvas, then explore the joys of decorating it with your children. Nothing is more satisfying than finishing a family art project - many years from now, you can look back at your accomplishment with pride. You can also leave your child and his or her friends to decorate it for themselves, and give these children the sort of artistic freedom that will be so valuable to them later in life! So when thinking about making a play tent, canvas tipis are the way to go.
Both John Lux & Trevor Mulholland are contributors for EditorialToday. The above articles have been edited for relevancy and timeliness. All write-ups, reviews, tips and guides published by EditorialToday.com and its partners or affiliates are for informational purposes only. They should not be used for any legal or any other type of advice. We do not endorse any author, contributor, writer or article posted by our team.
John Lux has sinced written about articles on various topics from Home Management, Debt Consolidation and Venture Capital. You can contact the author, John Lux, now through his website The author. John Lux's top article generates over 8100 views. to your Favourites.
Trevor Mulholland has sinced written about articles on various topics from Arts, Acne Treatment and Low Carb Diet. Tents-and-canopies.com provides you with information on tents and canopies like , eureka tents, coleman tent trailers, canv. Trevor Mulholland's top article generates over 368000 views. to your Favourites.