ReverseMergerReport-Nov2010

https://www.360docs.net/doc/7411498256.html, Beyond China

Market Players Slowly Expanding into South America

by Bill Meagher

The pace of foreign reverse merger deals outside China this year could eclipse last year’s totals, but does that mean all the talk of moving into more exotic locales will actually result in market players aggres-sively chasing deals?

“Everybody is looking for the next China,” said David Feldman of New York law ? rm Richardson & Patel . “You talk to people and they say, ‘I’m pursuing such and such country, but don’t say anything.’ The answer is that it takes commitment for the ? rst set of players to go into a country and move things to a place where deals can be done. And when they do, the mob will follow.”

Securities attorneys and bankers say that they are most interested in South America, Asian countries surrounding China, and Eastern Europe Continued on page 21

Reversing the Reverse Merger

Fushi, Harbin Plan Going-Private Deals

by Richard Meyer

Harbin Electric ’s announcement

that it plans to go private in a $750 mil-lion buyout could unleash a wave of similar transactions by Chinese reverse merger companies unhappy with low valuations on the U.S. capital markets. “Taking a company private, that’s go-ing to open some eyes valuation-wise,” said Larry Isen, a long-time, small cap investor who is behind the website and newsletter Emerging China Stocks .

The thinking is quite simple and fair-ly compelling. Chinese reverse merged companies generally trade at low valua-tions in the U.S., often two or three times trailing earnings. The market refuses to reward them despite strong growth, good prospects, and healthy balance sheets in many cases.

Market sentiment has become partic-ular negative lately as short sellers and

their allies have beat up certain China stocks. The entire sector was caught in the downdraft and the share prices of most Chinese reverse merged companies dropped. So, it makes perfect sense for good companies unfairly punished to buy their shares cheap, take themselves private, and exit the U.S. markets – in essence reversing the reverse merger.“A lot of companies are frustrated by the China discount,” said Isen.

Many Chinese companies are “very interested” in doing a leveraged buyout, said John Ma, Shanghai chief represen-tative and director of China research at Roth Capital Partners . “They are giv-ing up on the U.S. market,” he said.

In the few weeks since Harbin’s plans were made public, news of another Chi-nese reverse merger company looking to exit the U.S. market was reported. The

T HE R EVERSE M ERGER R EPORT

NEWS, INFORMATION, AND ANALYSIS OF ALTERNATIVE PUBLIC OFFERINGS

Volume VI, No. 11

https://www.360docs.net/doc/7411498256.html,

November 11, 2010

IN THIS ISSUE

TOP STORIES

? Chinese companies unhappy with U.S. valuations may go private.? Dealmakers are exploring South America.

? A shell company is launching a med-ical marijuana business ...................2APO BEAT

A shell investor is suing to sell his stock; True 2 Beauty raised $2.3M to sell male enhancement pills; Orient Paper is finishing its fraud investiga-tion; Petro America’s founder was charged in a $7.2M fraud; Southridge Capital was accused of defrauding investors; DecisonPoint is merging with a competitor; Genesis is register-ing $1M blank checks; TriPoint added a life sciences unit; and hirings and firings .................................................3CPC FOCUS

China Health Labs raised C$3.7M in a placement ..........................................7SHELL MERGER PROFILES

An in-depth analysis of the latest shell merger transactions ...........................8DATA TABLES

Shell Merger Tracker .......................13Declared Shell Companies ..............16Capital Pool Companies (18)

REVERSE MERGERS

DEALS & TOTAL MARKET CAP

1828

2030

1715

$600$500$400$300$200$100

Total market cap ($M)

Deals

Shell Rolls Out Plans for Marijuana Business

Shell company LC Luxuries Lim-ited is looking to execute a reverse merger with Weedmaps LLC, a com-pany that runs a website directing med-ical marijuana patients to the nearest dispensary.

Newport Beach, Calif.-based LC Luxuries hired Taravan Akelson & Co., an accounting ? rm, to go through Weedmaps’ books last month. The shell also acquired the Internet domain name https://www.360docs.net/doc/7411498256.html, with a design on making it a nationwide physician-marketing engine related to medical marijuana.

LC Luxuries has already established U.S. Cannabis Inc. as a subsidiary to carry out the merger. U.S. Cannabis plans to launch a business offering management services to clinics across the country. LC Luxuries will change its name to General Cannabis Inc. by yearend.

The shell added California physician Dr. Bonni Goldstein as a director in Au-gust. Goldstein will supply information on the cannacare website for patients and doctors regarding the legal use of marijuana for medical conditions, ac-cording to LC Luxuries.

News of Goldstein’s appointment sent the company’s Pink Sheets stock from 51 cents to $1.01. By the time the shell announced on Sept. 30 that it had a letter of intent for a merger with Weedmaps, the stock had soared to $4.40. It has since settled to $4.05 on Tuesday.

Weedmaps is essentially an online directory of medical marijuana clin-ics. The company charges clinics to appear in the directory. It claims to have 50,000 members and revenues of $400,000 a month.

The pursuit of a public medical marijuana business might be seen as a risky play by some, but LC Luxu-ries is no stranger to controversy. The shell first reported to the Securities and Exchange Commission in 2004 as Vancouver, Canada-based Tora Tech-nologies. The Vancouver Sun report-ed that one of the stockholders was Susan Jeffs, the wife of stock promoter Rick Jeffs. In 2007, the British Colum-bia Securities Commission banned him for ? ve years from participating in investor relations. Tora purchased the domain https://www.360docs.net/doc/7411498256.html, from David Jeffs and changed the shell’s name to match the domain in November 2006. The shell said it would sell makeup over the Internet.

In 2009, the company stopped re-porting to the SEC. Information ? led by the company in July on the Pink OTC Markets website shows that Rich-ard Jeffs owned 6.9 million shares of the shell and is a control person, al-though he holds no corporate title. Ac-cording to the report, Jeffs was issued the stock as payment for loans made to the shell in 2007 and 2008 totaling $2.7 million, along with interest of al-most $177,000.

As of June 1, the shell still owed Jeffs almost $900,000. The notes he holds against the debt can be con-verted into common shares at a 20% discount to the closing price. As of July 13, Jeffs held 69% of the stock in LC Luxuries.

President James Pakulis and chief executive Doug Francis each currently hold 46.3% of LC Luxuries’ stock.

Pakulis didn’t return several phone calls seeking comment. —BM

Shell Investor Sues to Sell Stock

An investor who received shares of Eastern Exploration Co. in a reverse merger that were to be freely tradable alleges that the shares still cannot be traded three years later. Bjoern Schenk, who exchanged shares of MAX Entertainment Hold-ings for shares of Eastern Exploration in a 2007 reverse merger, says MAX advised that the new restricted shares could be sold immediately under “im-mediate registration rights” provisions.The illiquidity of the stock has pre-vented their sale at a time when it would have generated $2.45 million, Schenk alleges in a lawsuit filed on Oct. 14 in a New York state court. Eastern Exploration became a re-porting company in 2006 with plans to start a mineral exploration business. Regulatory ? lings contain a sparse de-scription of an asset purchase agree-ment with Swiss corporation Max

Entertainment Group S.A. that closed on June 8, 2007. The company became Cyclon Capital Corp . after a 2008 transaction with Malta corporation Cyclon Entertainment LLC .Schenk, a resident of Switzerland, says in his suit that as part of the merg-er, Max required a majority of its share-holders to swap their clean shares of MAX Entertainment for restricted East-ern Exploration stock. The suit says Schenk refused to participate in the exchange unless Cyclone agreed to rights including “the right to demand immediate registration (and salability) of the shares.”MAX agreed, and the rights were described in a registration agreement on June 29, 2007, a day when about 3.2 million shares of the company’s stock

traded between $3.75 and $4.10. Stock prices fell to $2.75 by the end of July 2007, and subsequently worked their way down to current levels of less than a penny.The share ex-change agreement

was backdated to indicate that it was

finalized before the registration rights agreement, the suit alleges. S c h e n k h a s been demand-ing immediate registration since August 2007, ac-cording to the lawsuit, which

a l l e g e s t h a t M A X i m p e d e d

restrictions on his shares even after the one-year Rule 144 holding period ended in 2008.

MAX refused to honor the registra-tion agreement, the lawsuit alleges, because MAX believed the sale of Schenk’s stock “would cause the price of the company’s stock to drop and interfere with the sale of securities by certain company insiders.”

Based on the closing price on Au-gust 29, 2008, Schenk’s 700,000 shares of Eastern Exploration stock might have fetched as much as $294,000. At today’s levels the shares are worth about $4,200.

Shell Turns to Male Enhancement Pills

A former mining company that looked as if it may go into business pushing beauty products from celebri-ties Paris Hilton and Daisy Fuentes is now pursuing a business built around a male enhancement product.

Los Angeles-based True 2 Beauty Inc. acquired the worldwide license to manufacture and distribute Libigrow, a supplement that the company claims enhances sexual performance and de-sire for both men and women, accord-ing to an Oct. 4 statement.

The shell company acquired the royalty free license to produce and distribute the products in exchange for 160 million shares of restricted stock.

The company is no longer a public reporting company as of Sept. 27, ac-cording to its last ? ling with the Securi-ties and Exchange Commission.

About a week after the licensing agreement was in place, True 2 Beauty said it had a $500,000 European deal in place with Libi Grow International to distribute Libigrow products in Ire-land, Great Britain, I taly, Germany, Turkey and Switzerland.

The company hired a new CEO, Alex Hbaiu, on Oct. 14. Hbaiu stat-Contact Craig Schwabe,Managing Director, Investment Banking

at 212.356.0524 or cs@https://www.360docs.net/doc/7411498256.html,

TIMING IS CRITICAL WHEN RAISING CAPITAL

Rodman & Renshaw is the #1 ranked placement agent for

private placement transactions for pu blic companies.*

Since 2003, we have completed over 370 offerings, which

raised billions of dollars for our clients.

Time to Capitalize

that it is raising $5 million in a private placement, with $2.3 million already funded. The fresh capital targets a bump in production from 1 million pills a month to 20 million pills. Hbaiu said on Oct. 27 that the company had purchased packaging machines to in-crease production capacity. Last week, the company said it also acquired a new 39,000 square foot building in the City of Commerce, Calif., to expand its production.

Murphy Analytics , a paid-for re-search ? rm, recently initiated coverage of True 2 Beauty, the ? rm said. Murphy Analytics received $8,500 from a com-pany called Grand Palm Ltd.

Other third-party companies have paid for publicizing True 2 Beauty’s stock. Trinity International paid $65,000 to https://www.360docs.net/doc/7411498256.html, to hype the penny stock. https://www.360docs.net/doc/7411498256.html, picked up $12,500 from

Trinity for singing the stock’s praises, while Crown Equity Holdings re-ceived $4,000. An unnamed third party dropped $40,000 on https://www.360docs.net/doc/7411498256.html, to spread the word.

While there is no shortage of paid-for praise for True 2 Beauty, there is a dearth of information regarding the company. In March, the company, then known as Burrows Mining , was set to enter into a reverse merger with a com-pany that sold products endorsed by Paris Hilton and former MTV celebrity Daisy Fuentes. But that deal fell apart in June, though the shell changed its name to True 2 Beauty in anticipation of the consummation.

Attorney Brad Bingham, who han-dled the Libigrow acquisition, said he is not True 2 Beauty’s counsel and couldn’t comment. New York World Asset Management handles investor relations duties for the company, but

a representative c o u l d n ’t s h e d any light on who the PI PE inves-tors might be. He also hadn’t seen any company fi-nancials and said he didn’t know

about the paid-for marketing of

the stock. Final-ly, he said that

CEO Hbaiu, who claims to have

sold $10 million worth of Libig-row by “word of

mouth,” was not available for an interview.

Patrick Mur-phy, principal at Murphy Analytics, said he filed his 16-page equity research report

public information. “I really don’t know

any more about the company than you do,” he said.

Murphy’s report estimated the num-ber of outstanding shares at almost 251 million – a current share price of 17.5 cents would put the company’s mar-ket cap at $43.9 million. Data website QuoteMedia showed different ? gures with 79 million shares outstanding and a market cap of just $13.83 million on Tuesday.

Orient Paper to Make

Investigation Results Public

Orient Paper , the Baoding, Chi-na-based paper manufacturer and distributor that has been accused of fraud, says it is close to releasing some of the results of its audit committee’s investigation.

Orient Paper hired the law firm Loeb & Loeb , as well as Deloitte & Touche Financial Advisory Servic-es , to investigate the fraud allegations regarding manufacturing capabilities and the use of PIPE ? nancing levied by Muddy Waters Research . The Asia-based analysis company visited the Orient Paper plant and released a scathing report alleging that the plant did not produce the products that the company claimed and that millions raised in PIPE ? nancings had not been used to purchase equipment the com-pany had targeted for acquisition. The report garnered media attention and the company’s stock suffered as a re-sult. Muddy Waters had a short position in the stock, though it would not reveal the extent of its short or the pro? t from it.

Drew Bernstein, a partner at New York accounting ? rm Bernstein & Pin-chuk and chairman of the Orient Paper audit committee, said that the com-pany hopes to have the investigation ? nished this month. He said the audit committee will turn the results over to the board of directors. “After they have Corporate & Securities Corporate Finance Securities Regulation & Compliance

Mergers & Acquisitions Public & Private Offerings Self-underwritten GPO?

Finance Services Our 18th year in

sourcing, structuring, documenting and

financing Reverse

Mergers and PIPEs.

üüü°} ììLiììià°V êUêó￡ó°{??°è ??

they will make them available to the public,” said Bernstein.

Bernstein said that the company would be cautious with the information that it released because the company still faces a number of lawsuits brought on behalf of investors.

Petro America Founder Charged in $7.2M Fraud

Owen Hawkins, who founded Pet-ro America Corp. through a reverse merger in 2007, has been charged in federal court for his role in a $7.2 mil-lion fraud scheme. Owen has touted Petro America’s oil, gold and rock mine holdings as being worth as much as $284 billion. The justice depart-ment disputes that ? gure and charged Hawkins with securities fraud in a criminal complaint on Oct. 27.

The complaint charges the 55-year old Hawkins with using money from investors to lead an opulent lifestyle in Kansas City, Mo., including purchasing cars, a lake-front home, a boat, jew-elry and a fur coat. Attempts to reach Hawkins were unsuccessful. Hawkins did tell KCTV5 in Kansas City that the federal charges were false.

The federal complaint, ? led in the U.S. District Court in Kansas City, al-leges that Petro America is essentially worthless and that Hawkins sold 9,000 investors worthless stock and used the proceeds for his own enrichment.

At one time or another, Hawkins has claimed the company had hundreds of acres of land in Missouri with oil and gas leases, partial ownership of eight gold mines, as well as a granite mine. Hawkins also said that Petro’s subsid-iaries included a technology company, an alternative energy company, an insurance provider, a packaging ? rm, a ? nancial services company, and an electric car company.

Beth Phillips, the U.S. attorney for the Kansas City area, said Hawkins be-gan selling unregistered stock in 2008. for oil or storage facilities, no employ-

ees and no revenue. Hawkins recruited

investors in large part through area Af-

rican-American churches. An af? davit

that accompanies the complaint alleges

that Hawkins made payments to mul-

tiple pastors and civil rights leaders. A

prerecorded conference call targeting

churchgoers as investors allegedly told

listeners that “God has really opened

up a lot opportunities for this business”

and that the company wanted investors

to “share in the blessing.”

Investors in Hawkins’ scheme lost

between $100 and $100,000 each buy-

ing shares of stock at one-tenth of a

cent per share. The stock was tout-

ed as having a book value of $2 a

share. Some early investors did pro? t

from their stock by selling to newer

investors.

The complaint also alleges that

Hawkins participated in illegally

structuring ? nancial transactions to

avoid federal reporting requirements.

On a number of occasions, he with-

drew cash from several company ac-

counts on the same day in amounts

less than $10,000 in an effort to avoid

attention from the Internal Revenue

Service.

In November 2008, Missouri of? -

cials said that the sale of Petro shares

was illegal and fined the company

$38,500. Petro and Hawkins also sold

securities to residents of California,

Oregon, Texas, Kansas, and Tennes-

see. In June 2009, the Securities and

Exchange Commission temporarily

suspended any trading in Petro. I n

April, Hawkins agreed to a cease-and-

desist order from Kansas of? cials ban-

ning stock sales.

Southridge Capital Accused

of Defrauding Investors

PIPE fund managers Southridge

Capital Management, Southridge

Advisors and principal Stephen Hicks

allegedly defrauded investors by im-

overvaluing investments and charging

excessive management fees, the Securi-

ties and Exchange Commission charged

in a complaint on Oct. 25.

New York-based Southridge Invest-

ment Group and related funds have in-

vested at least $74 million in six reverse

mergers, according to PrivateRaise.

According to the SEC’s complaint,

the Southridge funds and Hicks raised

millions of dollars from 2004 through

2007 by promising to invest 75% of

their funds in unrestricted, free-trading

shares. Instead, they invested in illiq-

uid securities such as those issued in

PIPEs. When investors demanded $7

million in redemptions in 2007, South-

ridge was unable to meet the requests

because of the illiquid nature of its

investments.

The Southridge funds and Hicks

also allegedly overvalued the largest

investment in the funds, allowing them

to pay themselves $1.8 million in “un-

deserved management fees,” the com-

plaint says.

They also allegedly misappropriat-

ed $5 million from two of the funds to

pay legal and administrative expenses

incurred by three other funds. When

the misappropriation was discovered,

they repaid the funds with illiquid se-

curities instead of cash, the complaint

says.

The SEC is seeking a permanent

injunction, disgorgement of ill-gotten

gains, interest, and civil penalties.

Robert Wolf, a partner at Gersten

Savage and counsel for Southridge,

said in a statement that the allegations

were baseless. “Neither Southridge nor

Stephen Hicks has committed any fraud

or engaged in violations of securities

laws, and both Mr. Hicks and South-

ridge categorically deny any wrongdo-

ing,” he said.

Wolf went on to note that Hicks and

his family were invested in the funds

and if there had been any wrongdoing,

they would have injured themselves

DecisonPoint Picks up Copernic in Merger

DecisionPoint Systems is plan-ning a reverse merger with Comam-tech, the successor to its competitor Copernic Inc.

DecisionPoint, in Foothill Ranch, Calif., makes enterprise software. Its clients include Avis, Tiffany’s and Nike. Copernic develops search technology software.

Copernic has entered various agree-ments to sell off portions of its operat-ing business for as much as $8.9 million in cash and receivables, which will be funneled into Comamtech.

DecisionPoint stockholders are ex-pected to hold about 70% of Comam-tech shares when the transaction is completed.

DecisionPoint plans to apply to be listed on the Nasdaq Stock Market af-ter the merger. Currently, the company trades on the OTCQB. Stock in Deci-sionPoint was up about 7% on Tuesday compared to its price on the day the deal was announced.

The upside for DecisionPoint comes from not only picking off a competi-tor but also gaining $2.5 million in cash within 60 days of completing the merger with another $1 million in receivables.

The management team of Decision-Point, including chief executive Nicho-las Toms, will assume management of the combined company. Copernic chief executive Marc Ferland joins the new company’s board, as does Larry Yellin, a director at Copernic.

For DecisionPoint, the reverse merger will be its second. In June 2009, it went public with the acquisition of shell company Canusa Capital Corp. Canusa, a development-stage mineral exploration company, began reporting in August 2007 to the Securities and Exchange Commission, and merged with the Foothill Ranch, Calif.-based company in June 2009. Sichenzia Ross Friedman Ference

is advising DecisionPoint on the

merger.

Genesis Forms

SPAC-Like Shells

Don’t try to tell Ron Davis of Gen-

esis Corp. that the special purpose

acquisition company (SPAC) market is

slow. The Vero Beach, Fla.-based in-

vestor is registering four different ve-

hicles with the Securities and Exchange

Commission that share some attributes

with SPACs, but are much smaller than

the traditional vehicles. The blank

check companies, OICco Acquisition

1 through 1V Inc., only plan to raise

$1 million each.

“We are not planning on raising

that much money, and there has been

some delay with the SEC over an es-

crow issue. But we hope in the next

two weeks to have this taken care of,”

said Davis.

Traditional SPACs sell units of com-

mon stock and warrants in their ini-

tial public offerings worth at least $5

million through an exemption of Rule

419. They then have a ? nite time, usu-

ally two years, to acquire the business

of a private company planning to go

public. The proceeds from the offer-

ing are placed in trust and if an ac-

quisition is not closed in the speci? ed

amount of time, the money is returned

to shareholders.

Davis wants to see what kind of de-

mand there is for these smaller capital

raises. “If these go well, I think the next

batch I do will raise $500,000 each,”

he said.

One of the things that Davis hopes

to do with these vehicles is allow the

companies that combine with them in

reverse mergers to avoid being listed

on over-the-counter markets and go

straight to a national exchange. “I’d

like to have them avoid purgatory if

we can,” he said.

He also wants to line up 400 share-

exchange easier. “Once we have the

shareholders lined up, there is no rea-

son why you can’t use the same share-

holders for each one. I’m hoping to up

my game a bit.”

This isn’t the ? rst time that a scaled-

down SPAC structure has been ex-

plored. Attorney David Feldman of

Richardson & Patel in New York

investigated the idea of smaller SPACs

but found the concept wanting for a

number of reasons. “Under Rule 419

you can trade the shares right away.

But we found that when 419 came out,

the comments we got from the SEC

hammered us so badly, it didn’t make

sense to pursue,” he said.

Feldman also pointed out that un-

der Rule 419 the shareholders have to

approve any merger, which potentially

could be a problem.

TriPoint Adds

Life Sciences Unit

Boutique investment bank TriPoint

Global Equities in New York has

launched a life science and technology

division.

TriPoint, which specializes in re-

verse mergers and PIPE transactions,

hired Sherry Grisewood to head up the

new unit. She is joined by Brenda Izzo

in institutional sales.

Grisewood, formerly at Jesup & La-

mot, came on board as director, while

Izzo left MG Securities to become a

managing director. She had previously

worked at Jesup & Lamot also.

“We are looking to do the same

thing in the life science business that

we have done in China,” said Mark Ele-

nowitz, chief executive at TriPoint.

TriPoint has helped raise more than

$143.7 million in 13 private placements

since 2001, according to PrivateRaise.

Many of those placements have been

done concurrently with Chinese re-

verse merger transactions. It Septem-

ber, TriPoint raised $20.3 million for

Keyuan Petrochemicals, a Ningbao,

The new unit will track opportu-nities in sectors including biotechnol-ogy, pharmaceuticals, cleantech, and ag-bio, as well as other industries that may merge technologies. TriPoint in-tends to look at Canada and China, as well as other countries for companies in life sciences and technology looking for opportunities to go public.

Elenowitz said his ? rm already has a couple deals under consideration. Hirings and Firings

S3 Investment, the company that operates reverse merger consultancy Redwood Capital, has hired analysts Wade Li Cui and Ekaterina Terskin.

Cui and Terskin will be responsible

for performing due diligence, as well

as putting business plans together on

behalf of clients, according to chief ex-

ecutive Jim Bickel. They will also assist

in the preparations of prospectuses for

investors. Both Cui and Terskin will be

based in China.

Vern Krishna has been named as a

commissioner on the Ontario Securities

Commission for a two-year term. Krish-

na practices tax litigation, mediation and

arbitration in the international tax and

wealth management practice of Borden

Ladner Gervais in Ottawa, Canada.

Georgetown Capital Corp., a

capital pool company, hired Tony

Ricci as chief executive replacing

Hani Zabaneh, who will continue as

a director of the company. Ricci is

a chartered accountant, mainly with

public companies listed on Canadi-

an and U.S. stock exchanges. Ricci

is currently chief ? nancial of? cer of

Keegan Resources, a gold miner in

Ghana.

Steven Shaffer has joined Merri-

man Curhan Ford & Co. as a manag-

ing director of equity capital markets.

He left HCFP Brenner Securities for

Merriman.

American Standard Energy Corp.

Shell Company: Famous Uncle Al’s Hot Dogs & Grille Ticker: FDOG

Merger Date: Oct. 1

A restaurant franchiser exchanged 22 million of its shares for all of the stock in American Standard Energy Corp., an oil and gas company in Tempe, Ariz.

Troy Pope, the principal stockholder of Famous Uncle Al’s Hot Dogs & Grille, canceled 25 million shares in ex-change for $25,000 and ownership of the company’s fran-chising business based in Danbury, Conn.

Kristina Trauger, with law firm Anslow & Jaclin in Manalapan, N.J., advised American Standard.

Famous Uncle Al’s began reporting to the Securities and Exchange Commission in January 2007. The company owns the franchise rights for 11 hot dog restaurants in the Virginia Beach, Va., area.

Scarsdale Equities in New York was hired in November 2007 as a consultant and ? nancial adviser to Famous Uncle Al’s and was paid in warrants to purchase 2 million shares at 40 cents each for seven years. The following month, JARS FAMILY GROUP was given warrants good for 1.5 million shares with the same terms as payment for business consulting.

Since the merger, Geronimo Holding Corp. in Mid-land, Texas, owns 55.07% of the company’s shares.

American Standard was formed in May to acquire oil and gas assets from Geronimo and XOG Group. At that time, XOG exchanged seven wells in Texas and acreage in Texas and North Dakota for 80% of American Standard’s stock. Geronimo owned about 5.6% of the assets American Standard acquired.

In the ? rst half of the year, American Standard lost $3.6 million, up from a loss of only $10,200 in the year-earlier period.

The company raised $1.2 million in a private placement of 452,830 shares and 679,245 warrants. The warrants, is-sued to two accredited investors, allow the purchase of shares for $2.75 each and are valid for four months.

Stock in American Standard, still trading as Famous Un-cle Al’s on the OTCQB, has almost tripled since the merger. It closed at $2.65 on Tuesday. China Dredging Group Co.

Shell Company: Chardan Acquisition Corp.

Ticker: N/T

Merger Date: Oct. 27

Chardan Capital Markets arranged a $21.85 million private placement of preferred shares for China Dredging Group Co. as part of a reverse merger with a shell company formed by the investment bank’s cofounder.

Chardan was paid a cash fee of $1.53 million in addition to a $50,000 retainer. China Dredging can hold additional closings of the placement through Dec. 28 to raise up to $50 million, it said in a merger ? ling. If Chardan agrees, the placement can be further expanded to $75 million.

Chardan plans to take China Dredging public through a traditional initial public offering in the future.

Shareholders in the shell, Chardan Acquisition Corp., received 50,000 shares in China Dredging in exchange for all of their stock in the reverse merger.

Chardan Acquisition Corp., a non-trading shell, was reg-istered with the Securities and Exchange Commission by Chardan Capital co-founder Kerry Propper in October 2008. He resigned as the shell’s president in July.

China Dredging operates a dredging service along the coast of China. The company had $80.3 million in contract revenue in 2009, up from $54.4 million in the previous year. Net income also grew during that time to about $28.7 mil-lion from $20.1 million.

Xinrong Zhuo assumed the chief executive role of China Dredging. He owns 87.4% of the company’s stock.

As part of a make-good agreement, Zhuo has set aside 15 million common shares for distribution to the PIPE in-vestors should the company earnings for 2010 fall short of $48 million. A make good for 2011 calls for earnings of $87 million.

Loeb & Loeb in New York served as legal adviser to China Dredging. Law ? rm Mintz Levin, also in New York, advised the shell.

Dalei Automobile T esting T echnology (Shenzhen) Shell Company: Eco Energy Pumps Inc.

Ticker: EEPU

Merger Date: Oct. 25

Eco Energy Pumps, a Carson City, Nev.-based shell company developing a solar-powered water pump, execut-ed a reverse merger with a Chinese company that makes auto emission testing equipment.

The holding company for the Chinese company, DLT International Ltd., issued 2.26 million shares for all of Eco Energy’s stock.

As part of the merger, Eco Energy Director John David Palmer agreed to retire 9.3 million shares he owned. Palmer, along with Jeannette Aparecida da Silva, resigned from Eco Energy’s board. DLT appointed Xiu Liang Zhang as presi-dent, Jun Liu as chief executive, and Zhengying Li as chief ? nancial of? cer.

KME Investment Group is the major stockholder since the merger with 89% of DLT’s stock in hand.

The company’s stock hasn’t traded on an exchange, however.

Eco Energy had little activity until the merger. It began reporting to the Securities and Exchange Commission in March 2009 with the assistance of attorney Thomas Puzzo in Seattle.

DLT was formed in the British Virgin Islands in March as the holding company for Dalei Automobile Testing Technology (Shenzhen) Co. From its formation to June 30, the company had $1.8 million in revenues. Net income after taxes during that time was $230,883.

Tarter, Krinsky & Drogin, a law ? rm in New York, advised the operating company in the merger. Greatmat Technology Corp.

Shell Company: Aurum Exploration Inc.

Ticker: ARMX

Merger Date: Oct. 30

Greatmat Technology Corp., a Hong Kong-based company that develops engineered stone surfaces for com-mercial construction, went public in the U.S. by exchanging shares with the former mining company Aurum Explora-tions. Greatmat received 36.5 million shares, or 75%, of Aurum in exchange for 100% of the interests in Greatmat.

Yau-sing Tang, sole of? cer and director of Aurum, re-signed. He remains a director of Greatmat, however, and holds 17.6% of the company going forward. Tang is also the chief executive of China Agritech, a Chinese fertilizer company that reverse merged onto the U.S. capital markets

Greatmat chief executive Chris Yun Sang So holds 75% of the company’s stock.

The company’s stonework ? ooring has been used in Dis-neyland Hong Kong, the Hong Kong Coliseum, and other large-scale projects in Asia. It also makes surfaces from re-cycled tires, glass and quartz. In the ? rst half of the year, Greatmat produced a net income of $1.7 million on $4.7 million in revenues. Revenues jumped 80% from the same period in 2009, while net income more than doubled.

The Crone Law Group in San Francisco, Calif., advised Greatmat in the merger.

Aurum was originally founded as an exploration-stage mining company. In July 2009, Wellkey Holdings Limited purchased about 63% of the shell for $100,000. Wellkey, a British Virgin Islands-based company, is controlled by Tang.

Stock in the company is listed on the OTCQB, but hasn’t traded.

Healthient Inc.

Shell Company: Time Associates Inc.

Ticker: TIAS

Merger Date: Oct. 5

Shell company Time Associates Inc. signed de? nitive agreements to enter a reverse merger on three separate oc-casions and on three separate occasions, they failed to com-plete the deals. But the fourth attempt proved successful when Healthient Inc.’s William Alverson purchased 76.5% of the outstanding Time Associates stock for $258,000.

Healthient, a Palm Beach, Fla.-based company, says it sells healthy snack foods. The company hasn’t generated any revenues yet, according to a merger ? ling with the Se-curities and Exchange Commission.

Healthient paid $180,000 in July to Time Associates chief executive Michael Pope and chief ? nancial of? cer Phillip La Puma. The balance of $78,000 must be paid by Dec. 4. The payment is tied to a promissory note, as well as 5.4 million shares of stock held in escrow for Alverson until the pay-ment is complete.

In October, Time Associates issued 43.6 million restricted shares to Healthient. The majority holder of Time Associ-ates canceled 188,572 shares in exchange for the company’s subsidiary Time Marketing Inc.

Alverson, who now holds about 12% of the company’s stock, is serving as a director of the post-merger company. President and Director Katherine West also holds a 12% stake. Secretary Mark Flannigan holds 20.38% of the com-pany’s stock.

Pope started the shell company as a mortgage broker and a direct mailer for real estate companies in August

Nationwide Security Mortgage Corp. but the deal fell through. Another deal to merge with Bankers Integrated Group in 2006 failed to close. In October 2007 Time As-sociates had a de? nitive agreement with https://www.360docs.net/doc/7411498256.html,, and again the acquisition was not to be.

The Law Of? ces of Iwona Alami in Newport Beach, Calif., advised the shell company.

The company’s OTCQB stock last traded in August at $4.90.

High Plains Gas Inc.

Shell Company: Northern Explorations Ltd.

Ticker: NXPN

Merger Date: Oct. 18

High Plains Gas Inc., an oil and gas company in central Wyoming, has gone public through a share exchange with the defunct mining company Northern Explorations Ltd.

Northern Explorations received 100% of the High Plains shares in exchange for issuing 80% of its shares to High Plains. Northern executed a 1-for-200 reverse split in shares leading up to the share exchange.

The company also converted outstanding loans for about $395,000 into 12.5 million shares issued to ? ve entities.

Kenneth Yonika resigned as president and sole of? cer of Northern Explorations. Mark Hettinger is now serving as chief executive. He holds about 37% of the company.

Northern registered as a shell company in 2006, operat-ing out of Vancouver, British Columbia, as an exploration-stage miner.

High Plains posted $676,000 in revenues in the ? rst half of the year, up from $287,905 in the ? rst half of 2009. The company had a net loss of $367,967 in the ? rst half, com-pared to $262,107 in the prior year.

The company’s stock closed at $1.48 on Tuesday, down from $1.66 on the day of the merger.

Cutler Law Group in Houston advised High Plains. Ran-dall Lanham, an attorney in Rancho Santa Margarita, Calif., advised Northern Explorations.

Hong Kong Waibo International Limited

Shell Company: CFO Consultants Inc.

Ticker: CFOS

Merger Date: Oct. 21

Hong Kong Waibo International Limited, a potato starch maker based in Hong Kong, completed a reverse merger with the shell company CFO Consultants Inc.

The shell issued 324 million shares to Waibo and 9.4 mil-lion shares to Millennium Capital, the holder of a $25,000 shares. Waibo had already received 38 million shares. Waibo ultimately received a 96% stake in CFO Consultants.

Dempsey Mork of Orion Investment in La Quinta, Ca-lif., had been a principal shareholder of the shell, according to the merger agreement.

The price of stock in CFO Consultants more than dou-bled when the merger was ? rst announced, closing at 13 cents. It closed at 15 cents on Tuesday.

The shell began reporting to the Securities and Exchange Commission in April 2008 with a business plan to make ? nancial executives available to companies on a temporary basis, but it failed to generate much business.

Waibo’s revenues have increased from $33.1 million in 2007 to $ 64.5 million in 2009, representing a compounded annual growth rate of 39.6%, it said in a ? ling.

The New York law ? rm of Loeb & Loeb advised Waibo. The Hand & Hand law ? rm in San Clemente, Calif., as-sisted the shell.

Norman LaBoeuf, a director of Waibo who is also with Hand & Hand, owns about 160,000 shares of the company. Hunt Global Resources Inc.

Shell Company: Tombstone Technologies Inc.

Ticker: TMCI

Merger Date: Oct. 29

A company that produces sand and gravel outside of Houston has gone public in a reverse merger with a com-pany that previously manufactured custom playing cards.

The merger has been in the works since January when Tombstone Technologies Inc. and Hunt Global Re-sources Inc. ? rst signed an agreement predicated on Hunt presenting a set of ? nancials that would pass muster under Securities and Exchange Commission rules. A series of ex-tensions followed in April, June, August and September.

In the merger, Tombstone issued 29 million shares of common restricted stock to Hunt shareholders. Additionally, 125,000 shares of Class A preferred shares were issued to some Hunt shareholders. Each share is convertible to 208 shares of common stock. Tombstone also issued 125,000 shares of convertible Class B preferred that are each con-vertible to 248 common shares.

Jewel Hunt replaces John Harris as chief executive of the new company. Harris remains on as a director.

Major shareholders going forward are Jewel Hunt and Lisa Hunt, each with 46.3% of the company stock.

Tombstone Cards began in 2006 as a Colorado shell company with plans to produce custom playing cards sold on the Internet. In April 2008, after researching software needed for custom printing, the company made technology

In 2009, Hunt Global showed a net loss of $11 million. The company has yet to produce any revenue, according to a merger ? ling.

Before the merger, Tombstone shares were priced at about $1.50. On Monday, shares closed at $2.20.

Attorney Michael Littman in Colorado handled the legal work on the merger.

InVivo Therapeutics Holding Corp.

Shell Company: Design Sources Inc.

Ticker: NVIV

Merger Date: Oct. 28

InVivo Therapeutics Corp., a Cambridge, Mass.-based developer of implant technology for spinal injuries, raised $10.5 million as part of a reverse merger with shell company Design Source Inc.

InVivo sold about 10.5 million units of one share and one warrant to purchase a share for ? ve years at $1.40 each, according to a statement. Accredited investors paid about $1 each for the units. The placement included the conversion of about $500,000 in bridge debt.

The warrants are callable by InVivo if the stock trades for a price equal to or greater than $2.80 for 20 consecutive trading days following an effective registration statement.

The company’s stock was trading at $2.75 on Tuesday.

Proceeds from the placement will be used for research and development, repayment of some debt, working capital and other purposes.

Going forward, InVivo will be led by chief executive Frank Reynolds, who was formerly director of global busi-ness development at Siemens USA before he started In-Vivo. He controls 30.8% of the company’s stock.

InVivo’s initial product, a ? ngertip-sized implant, appears to undermine the body’s healing process where the immune system actually causes massive in? ammation and healthy cells die, further damaging the spinal cord and inhibiting rehabilitation.

The company hasn’t generated any revenues yet and has a net loss of about $7.8 million since being formed in 2005.

The law ? rms Gottbetter & Partners and Meister Selig & Fein in New York furnished legal services for the merger.Pure Motion Inc.

Shell Company: League Now Holdings Corp.

Ticker: LNWZ

Merger Date: Oct. 6

A Plano, Texas company that develops golf aids has gone public through a reverse merger with a Coconut Creek, Fla., shell company. Pure Motion Inc., best known for its Tomi system that helps golfers improve their putting, acquired a 78% interest in League Now Holdings Corp. in exchange for all of Pure Motion’s stock.

League Now chief executive James Pregiato agreed to cancel 2.3 million shares in exchange for $100,000 upon completion of the deal. He will receive an additional pay-ment of $150,000 within 90 days of the merger. Until then, his shares are being held in escrow.

Pregiato also agreed to resign his post in favor of Mario Barton and Marius Filmalter, who will serve as chief execu-tive and research director, respectively.

Filmalter, a putting instructor, is an inventor of the Tomi system. The two-part product focuses on a golfer’s putting ability by tracking his stroke in three dimensions through the use of a laser and computer software. The results are then analyzed and applied to graphs that the player can view to make corrections. A pro level is available for profes-sional golfers with a less complex product available for less competitive players.

The law ? rms Burkhalter Kessler Goodman & George in Irvine, Calif., and Anslow & Jaclin in Manalapan, N.J., advised on the merger. Anslow & Jaclin also assisted with registering the company with the Securities and Exchange Commission in February 2008.

Going forward, Pure Motion said that broader applica-tions for the Tomi system may be possible in other sports that require high levels of ? ne motor skills. The company also plans to investigate the principles of the Tomi system for military uses.

League Now set out in 2005 to organize leagues for com-puter gamers that would allow players to compete against each other online at any time. The company never ? ourished. The shell entered in an agreement to merge with a British Virgin Is-lands company Merit Times International Limited, the parent

company of a concentrated fruit juice manufacturer in China, in June 2009, but the deal fell apart in several months later.

Stock in the company, still listed as League Now on the OTCQB, closed on Oct. 22 was 12.5 cents.

The company is paying Crown Equity Holdings, in Las Vegas, Nev., $5,000 a month for promoting the company for three months. After that period, Crown will receive $10,000 a month for three months for investor relations services. Crown will also receive 250,000 shares of restricted stock. Sports Power Inc.

Shell Company: 8888 Acquisition Corp.

Ticker: EGHA

Merger Date: Oct. 19

A company headed by Texas shell sponsor Glenn A. Little combined with a Chinese tennis shoe maker and raised $4.54 million in a private placement.

8888 Acquisition Corp. issued 86% of its stock to Cheng Chang Shoes Industry Co. in the merger.

Little, of Little and Co. Investment Securities based in Midland, sold 100,000 shares for $4,000 and resigned as 8888 Acquisition’s sole of? cer and director. Little retains 305,000 shares.

Little registered 8888 Acquisition with the Securities and Exchange Commission in 2006 – seven years after it shut down its Colorado mining operations, Rapholz Silver Inc.

In the private placement, 2.54 million shares of stock were sold for $1.77 each. Stock in the company closed at $3 on Oct. 19, but were down to $1.01 last week. It previ-ously traded on July 1 at 16 cents. The investors in the placement were not disclosed.

New chief executive Guoqing Zhuang agreed to place 7.49 million shares into escrow as part of a make-good agreement. The shares will be released to the investors if the company fails to post an after-tax net pro? t of $6.97 million this year. Zhuang owns about 73% of the com-pany’s stock.

Cheng Chang, based in Jinjiang City, China, makes and sells athletic and leisure shoes. Its revenues grew 46.1% from about $17.9 million in ? scal 2009 to $26.1 million in ? scal 2010, according an SEC merger ? ling. Net income grew 75% from $3.9 million in ? scal 2009 to $6.9 million in ? scal 2010.

The law ? rm of Pillsbury Winthrop Shaw Pittman

in Washington, D.C., advised Cheng Chang. Advanced Insight Limited was a ? nancial adviser, according to a statement by the company.

The company plans to change its name to Sports Power Inc.

Tianjin JowayShengshi Group Co.

Shell Company: G2 Ventures Inc.

Ticker: GTVI

Merger Date: Oct. 1

A Dallas-based shell company completed a reverse merg-er with a Chinese company that makes health products from the gem stone tourmaline.

The shell, G2 Ventures,registered with the Securities and Exchange Commission in May 2008 with aspirations to become a music recording label.

Crystal Globe Limited, a British Virgin Islands com-pany, bought 68% of G2 Ventures on Sept. 28 for an undis-closed sum. Three days later, Crystal Globe exchanged 15.2 million shares for 100% of Dynamic Elite International Limited, a British Virgin Islands holding company that con-trols the Chinese tourmaline company, Tianjin JowaySh-engshi Group Co., through a series of variable interest equity agreements, or VIEs.

The VIEs allow Dynamic to advise, consult, manage and operate JowayShengshi and collect and own all of its net pro? ts.

Crystal Globe owns 92.58% of G2 since the merger.

As a result of the merger, Gust Kepler, sole of? cer of G2 Ventures, and Director Nicole Kirkwood resigned. Jinghe Zhang and Yuan Huang became chief executive and chief ? nancial of? cer. Zhang has been in the health care product industry since 2000 and has worked with Huang since 2005.

JowayShengshi, based in Tianjin, China, makes and sells mattresses, linens, clothing, soap and shampoo that contain tourmaline. The company also sells “wellness houses” that resemble saunas that have been treated with tourmaline, as well as water treatment systems and mugs infused with tourmaline. It holds a conference each year to promote its products and makes sales through 219 franchised stores.

Tourmaline is believed to have the ability to elevate body temperature and the company claims that its use can improve circulation, decrease stress and improve the im-mune system.

Sichenzia Ross Friedman Ference, a law ? rm in New York, advised on the deal. AllBright Law Of? ces served as counsel in China.

Stock in the company, still listed on the OTCQB, last traded prior to the merger on Sept. 10, when it closed at $1. The stock closed at $1.75 on Oct. 18, a 75% increase.

Share prices as of Nov. 8, 2010. Shell Merger Tracker includes companies which have completed mergers of private operating businesses into public shell companies as de ? ned by the Securities and Exchange Commission. The information is derived from public ? lings with the Securities and Exchange Commission, Nasdaq and company announcements, sources which DealFlow Media believes to be current and reliable. However, we cannot guarantee the accuracy and completeness of the information, which may be revised at any S H E L L M E R G E R T R A C K E R ◆ A U G U S T - O C T O B E R 2010

Surviving Company Ticker Shell Company

Private Company

Merger Date Recent Price Avg Vol 3 Mo

Market Cap ($M)Shares Outstanding (M)Related PIPE

Financing(s) ($M)

Radiant Oil & Gas, Inc.ROGI Radiant Oil & Gas, Inc. (f/k/a G/O Business Solutions, Inc.)Jurasin Oil & Gas, Inc.

8/5/10 4.99China Printing & Packaging, Inc.

USTP

USA Therapy, Inc.

Asia Packaging & Printing, Inc.; Baoji Jinqiu Printing & Packaging Co., Ltd.; Fufeng Jinqiu Printing & Packaging Co., Ltd.8/6/10

0.40

Hallmark Human Resources, Inc.GSPS Great Spirits, Inc.Hallmark Human Resources, Inc.8/6/10 2.38Regal Group Inc.

RGLG

Regal Group Inc. (f/k/a Regal Life Concepts, Inc.)

UHF Logistics Limited; Shenzhen Rui Pu Da Electronic Technology Company, Ltd.

8/10/10

$0.30

53,938

$14.05

46.82

Jinhao Motor Company GIMC

Jinhao Motor Company (f/k/a Georgia International Mining Corporation)Jinhao Power Holdings Ltd., Jinhao Motorcycle Co., Ltd., Jinhao New Energy Development Co., Ltd.

8/11/10$5.005$12.00 2.40$30.00

Global Pharm Holdings Group, Inc.

TOPG Top Flight Game Birds, Inc.

Global Pharma Enterprise Group Ltd; Binomial

BioPharm Group Ltd; Hong Kong Wisdom Fortune Medicine Holding Group Limited; Anhui Xuelingxian Pharmaceutical Co., Ltd.; Tonghua Tongdetang Pharmaceutical and

Medicinal Materials Co., Ltd.8/12/10$3.20$77.4424.20

Innolog Holdings Corporation INHC uKarma Corporation Innolog Holdings

Corporation; Innovative Logistics Techniques, Inc.8/13/10

$0.082,730$0.38 4.75

Pet Airways, Inc.PAWS American Antiquities, Inc.Pet Airways, Inc.8/13/10$2.245,760$20.529.16$2.00Asia Green Agriculture Corporation

SMPN

SMSA Palestine Acquisition Corp.

Sino Oriental Agriculture Group Limited; Misaky Industrial Limited; Fujian Yada Group Co., Ltd.

8/20/10

$10.00

$11.00

1.10

$15.27

Green Energy

Management Systems Holdings, Inc.GRMS CDSS Wind Down Inc.

Green Energy Management Services, Inc.8/20/10$0.29$9.3132.10$1.15

Incoming, Inc.

ICNN Incoming, Inc.North American Bio-Energies, LLC (d/b/a Foothills Bio-Energies)8/23/10

$0.40$6.8917.23

C2E Energy OOGI C2E Energy (f/k/a Odyssey Oil & Energy, Inc.)C2E International Limited 8/23/10$0.0412,042$1.8050.00Iron Eagle Group, Inc.IEAG Pinnacle Resources, Inc.Iron Eagle Group 8/26/10$0.351,567$11.3732.48EPOD Solar Inc.EPDS EPOD Solar Inc.

Nanotech Industries International Inc.

8/30/10

$1.602,253$2.91 1.82EcoEmissions Solutions, Inc.ECMZ EcoEmissions Solutions, Inc. (f/k/a Resource Group, Inc.)

EcoEmissions Systems, Inc.8/31/10$0.482,342$23.1148.15SeaBridge Freight, Inc.

TCSR

TrinityCare Senior Living, Inc.SeaBridge Freight, Inc.

9/7/10

$0.08

4,226

$1.01

12.62

Surviving Company Ticker Shell Company Private Company Merger Date Recent Price Avg Vol 3 Mo Market Cap ($M)Shares Outstanding (M)Related PIPE

Financing(s) ($M)Orient Petroleum and Energy Inc.

OPEI

Xtreme Link Inc.

Orient New Energy Investments Limited; Orient New Energy Holdings Limited; Orient New Energy Xi’an Ltd.9/7/10

$6.70

$19.43

2.90

Here Enterprises, Inc.HRTE Here Enterprises, Inc.Cycle Ranch, Inc.; ASB Land Company, Inc.; Cycle Ranch Management, Ltd.9/9/10$2.02$16.548.19

ORB Automotive

Corporation N/T Action Acquisition Corp.Grand Power Capital, Inc., Shenzhen ORB-Fortune New-Material Co., Ltd.9/10/10 4.52

In ? nity Capital Group ICGP In ? nity Capital Group, Inc.30DC, Inc.9/10/10$0.242,968$1.57 6.55$0.66Sigma Labs, Inc.SGLB Framewaves, Inc.B6 Sigma, Inc.

9/13/10

$0.0814,124$0.040.52$1.00

Millennia, Inc.MENA Millennia, Inc.Reunion Sports Group, LLC 9/14/10$0.51170$1.19 2.34Blue Gem Enterprise

BGEM

Blue Gem Enterprise Title Beverage Distribution, Inc.

9/14/10

$0.07

83,818

$8.81

135.56Cleopatra International Group, Inc.

VIBR Cleopatra International

Group, Inc. (f/k/a Vibrosaun International, Inc.)Festive Lion Limited, World Alliance Holdings, Shenzhen Cleopatra Salon and Spa Company Limited

9/15/10 3.00

First China Pharmaceutical Group, Inc.FCPG First China Pharmaceutical Group, Inc. (f/k/a E-Dispatch Inc.)First China Pharmaceutical Group, Limited; Kun Ming Xin Yuan Tang Pharmacies Co. Ltd.9/15/10$0.88

271,944

$39.60

45.00

Cambridge Holdings

CDGD Cambridge Holdings, Ltd.Prescient Medical, Inc.9/15/10$0.19164$0.67 3.51International Development and

Environmental Holdings IDEH International Development and Environmental Holdings Heights Management 63, LLC

9/16/10

$0.08

$0.36

4.77

Management Energy, Inc.

MMEX

Management Energy, Inc.

Maple Carpenter Creek Holdings, Inc., AAM Investments, LLC, The Maple Gas Corporation

9/23/10$0.3282,709$13.3941.83$0.25

The Empire Sports & Entertainment Holdings Co.EXCX

Empire Sports & Entertainment Holdings Co. (The) (f/k/a Excel Global, Inc.)The Empire Sports & Entertainment, Co.9/29/10$0.90$9.5210.58$2.27

Timberjack Sporting Supplies, Inc.

TBJK

Timberjack Sporting Supplies, Inc.

Chine Victory Pro ? t Limited; Simply Good Limited;

Moody International Limited; Linyi Guangsha Wood Industry Co. Ltd.; Linyi Chan Tseng Wood Co., Ltd.9/30/10$0.011,311$0.010.79$5.34

Voice Assist, Inc.MUEX Musician’s Exchange SpeechPhone LLC; MDM Intellectual Property LLC; SpeechCard LLC; Voice Assist LLC

9/30/10

$2.302,856$14.03 6.10

China Chemical Corp.CHCC

China Chemical Corp. (f/k/a Bomps Mining, Inc.)

Zibo Jiazhou Chemical Industry Co., Ltd., Zibo Costar Information

Consulting Co., Ltd., Gold Champ Consultants Limited

9/30/10$4.05$40.5010.00

Surviving Company Ticker Shell Company Private Company Merger Date Recent Price Avg Vol 3 Mo Market Cap ($M)Shares Outstanding (M)Related PIPE

Financing(s) ($M)G2 Ventures, Inc.

GTVI

G2 Ventures, Inc.

Dynamic Elite International Limited; Tianjin Junhe Enterprise Management Consulting Co., Ltd; Tianjin JowayShengshi Group Co., Ltd.10/1/10

$1.25

$5.98

4.78

Famous Uncle Al’s Hot Dogs & Grille, Inc.FDOG

Famous Uncle Al’s Hot Dogs & Grille, Inc.American Standard Energy Corp.10/1/10$2.7247,175

$9.63 3.54$1.20

Time Associates, Inc.TIAS Healthient, Inc.Time Associates, Inc.

10/5/10

$0.076$3.1344.70League Now Holdings Corp.LNWZ Pure Motion, Inc.League Now Holdings Corp.10/6/10$0.13461$0.54 4.35High Plains Gas, Inc.NXPN Northern Explorations Ltd.High Plains Gas, LLC

10/18/10

$1.48

445,762

$19.24

13.00BTHC XV, Inc.

BTXV

BTHC XV, Inc.

Long Fortune Valley Tourism International

Limited; Rich Valley Capital Holding Limited; Long Fortune Valley Tourism International Limited; Shandong Longkon Travel Management Co., Ltd.10/18/100.90

8888 Acquisition Corp.EGHA 8888 Acquisition Corp.Cheng Chang Shoes Industry Company Limited; Jinjiang Cheng Chang Shoes Co., Ltd.10/19/10

$1.01

$0.46

0.46$4.51

CFO Consultants, Inc.CFOS CFO Consultants, Inc.Hong Kong Wai Bo International Limited; Yunnan Zhaoyang Weili Starch Co., Ltd.; Guizhou Province Weining Weili Starch; Gansu Weibao Starch Co., Ltd.10/21/10$0.15$0.85 5.66

DLT International, Ltd.EEPU

DLT International, Ltd. (f/k/a Eco Energy Pumps, Inc.)

DLT International Ltd.; Dalei Vehicle Inspecting Technology (ShenZhen) Co., Ltd 10/25/10 3.61

InVivo Therapeutics Holdings Corp.

NVIV

InVivo Therapeutics Holdings Corp. (f/k/a Design Source, Inc.)Vivo Therapeutics Corporation; InVivo Therapeutics Acquisition Corp.10/26/10$2.75$62.5922.76$10.01

China Dredging Group Co., Ltd.

N/T Chardan Acquisition Corp.

China Dredging Group Co., Ltd.; China Dredging (HK) Co., Ltd.; Fujian WangGang Dredging Construction Co., Ltd.

10/27/100.50$21.86

Tombstone

Technologies, Inc.TMCI Tombstone Technologies, Inc.Hunt Global Resources, Inc.10/29/10$2.241,500$10.93 4.88Greatmat Technology Corporation

ARMX

Aurum Explorations, Inc.

Greatmat Holdings Limited; Greatmat Technology Limited, Greatmat

Technology (HK) Limited; Greatmat Technology (China) Limited

10/30/1012.19

Declared Shell Companies includes SEC reporting companies which have declared their shell status and/or intent to merge with an operating company in a recent SEC ? ling; have non-? nancial assets of less than $100,000; have annual operating revenues of less than $100,000; have not been declared a delinquent ? ler by the SEC or their primary listing market; and have not already announced a completed reverse merger. We cannot guarantee the accuracy or completeness of the information, which may be revised at any time. D E C L A R E D S H E L L C O M P A N I E S ◆ O C T O B E R 2010

Company

Ticker State of

Incorporation Date of Incorporation Shares Outstanding (M)

Authorized Shares (M)

Shareholders

Declaration Filing Date ABC Acquisition Corp 1502N/T Nevada 4/12/103540019/10/10ABC Acquisition Corp 1505N/T Nevada 6/1/10 3.440069/7/10Acantha Acquisition Corp.N/T Delaware 8/12/1031.3950019/16/10Alderwood Acquisition Corporation N/T Delaware 7/19/1020100210/7/10APEX 1 Inc.N/T Delaware 6/21/101010019/8/10Bay Acquisition Corp.SLGI Nevada 3/26/9723.42100605/18/09Belenus Acquisition Corp

N/T Delaware 8/12/1031.39

50019/16/10Bene ? ts Solutions Outsourcing Corp.N/T Florida 5/11/109500110/28/10Big Time Acquisition, Inc.N/T Delaware 8/17/100.1100310/15/10Bollente Companies, Inc. ACBR Nevada 3/7/080.37100376/4/08Bristol Acquisitions, Inc.N/T Delaware 9/8/103100210/7/10Cepheus Acquisition Corp.N/T Delaware 8/12/1031.39

50019/16/10Cindisue Mining Corp.

N/T Delaware 1/8/10310019/3/10CMSF Corp. (f/k/a CaminoSoft Corp.)CMSF Delaware 5/24/10177.9100,000

1346/10/09Credex Corporation N/T Florida 9/2/05 5.7210030

10/25/10Curry Gold Corp.N/T Nevada 9/30/09 3.357511/1/10Daedalus Ventures, Inc.N/T Delaware 8/12/1031.3950019/23/10E-Band Media, Inc.

N/T Delaware 4/29/1011.15100969/14/10Emerging Growth Acquisitions I, Inc.N/T Nevada 7/19/100.110029/24/10Enviro-Energies Wind Technologies COMA

Nevada

2/22/05 3.51955210/20/10EnzymeBioSystems ENZB Nevada 6/26/0931.519599/28/10Fangxing Holding, Inc.N/T Nevada 12/16/092570110/20/10Fona Inc.

N/T Nevada 3/24/097.897802729/23/10Fresh Traf ? c Group, Inc. ECHD Nevada 3/19/0726.1675616/19/09Global Green Holdings, Limited N/T Wisconsin 7/23/09 1.7510029/28/10Hidden Ladder, Inc.N/T Florida 2/23/1092509/10/10Integral Technologies, Inc.ITKG Nevada 2/12/9654.841502649/28/10I-Web Media, Inc.

IWBM

Delaware

4/29/10

11.13

100

959/10/10

Company

Ticker State of Incorporation Date of Incorporation Shares Outstanding (M)

Authorized Shares (M)

Shareholders

Declaration Filing Date Kallisto Ventures, Inc.

N/T Delaware 8/12/1031.3950019/23/10Link Scaffold Products North America, Inc.N/T Nevada 5/23/0215.5500192/13/09Mascot Ventures Inc.N/T Nevada

9/25/0711.8675419/13/10Mokita, Inc.

N/T 4/21/09 1.5100110/15/10Neptunus Ventures, Inc.N/T Delaware 8/12/1031.39

50019/23/10Nevaeh Enterprises Ltd.N/T Nevada 6/7/06450307/27/09Oakwood Acquisition Corporation N/T Delaware 7/19/1020100210/7/10Odenza Corp.

N/T Nevada 7/16/09 3.66753010/28/10Online Tele-Solutions Inc.N/T Nevada 6/5/08 2.250379/14/10Oteegee Innovations Inc. PBDH Nevada 8/31/0777.04200451/15/09Pantheon China Acquisition II N/T Cayman Is.3/18/10 1.687528/5/10Pantheon China Acquisition III N/T Cayman Is.3/18/10 1.687528/5/10PB Properties & Investments, Inc.N/T Nevada 7/10/081875112/22/09Pinewood Acquisition Corporation N/T Delaware 7/19/1020100210/7/10Premier International Hotel Group, Inc.N/T Nevada 4/12/1010100210/14/10Razor Resources Inc.

RZOR Nevada 2/23/01101.31

1,05013183/15/10Sherwood Acquisition Corporation N/T Delaware 7/19/1020100210/7/10Silverhill Management Services, Inc.SLHL Delaware 3/25/08 4.21504210/14/10Singular Chef, Inc.

N/T Nevada 4/9/099.777519/23/10SMSA Shreveport Acquisition Corp.N/T Nevada 5/3/100.5310048211/1/10Stone Harbor Investments, Inc.SHBV Nevada 5/14/0972784310/25/10Surna Inc.N/T Nevada 10/15/0915100110/14/10UAGH, Inc.UAGI Delaware 7/1/010.671008212/28/07Varca Ventures, Inc.

VRCV

Nevada 1/19/10

6.8

100

10/18/10

The Capital Pool Company Tracker includes information gathered from the TSX Venture Exchange, company announcements, and other sources deemed reliable by DealFlow Media. C A P I T A L P O O L C O M P A N I E S ◆ O C T O B E R 2010

Moved to NEX Board

Company

Ticker Date Montreux Capital Corp. MRX.H 10/6/10Accend Capital Corp.ADP.H 10/7/10Carlaw Capital III Corp.CW.H 10/16/10Green Park Capital Corp.GRP.P 10/18/10Fitch Street Capital Corp.FSC.H 10/25/10Summus Capital Corp.

SS.H

10/25/10

Approaching 24-mo. Deadline

Company Ticker Deadline Bellair Ventures Inc.

BVI.P

11/26/10

Initial Public Offerings

Company

Ticker Date Proceeds

(C$M)Sponsor Beanstalk Capital Inc.BEG.P 10/7/100.25Canaccord Genuity Corp.Denovo Capital Corp. DVO.P 10/8/100.24Haywood Securities Inc.Fuller Capital Corp.FUL.P 10/12/100.3Canaccord Genuity Corp.Searchlight Capital Corp.SCH.P 10/13/100.3MacQuarie Private Wealth Inc.Dragon ? y Capital Corp.DRC.P 10/14/100.2Canaccord Genuity Corp.Pembroke Capital Corp.

PBK.P

10/20/10

0.4

PI Financial Corp.

Completed Qualifying Transaction

Company

Ticker Date

Target

Industry Financing (C$M)

Banks

Longreach Oil and Gas CMN.H 10/1/10Longreach Oil and Gas Ventures Oil and gas Alexander Nubia Intl.AAN 10/4/10Alexander Nubia Inc.Mining $3.30Macquarie Private Wealth Inc.Maritime Resources Corp.MAE 10/5/10Half of Green Bay Project from

Commander Resources Ltd.

Mining $0.75Leede Financial Markets Inc.

Colonial Coal International Corp. CAD 10/8/10Colonial Coal Corp.Coal $7.52Cormark Securities Inc.; Union Securities Ltd.;

Haywood Securities Inc.; Raymond James Ltd.Work Horse Capital & Strategic Acquisitions Ltd.WHC.P 10/10/10Personal Web Systems, Inc.Internet $2.75Fin-XO Securities Inc.Empire Capital Corp.EPM.P 10/15/10Otter Property from Eastland Mgt.Mining

China Health Labs & Diagnostics Ltd.CHO 10/22/10Whole Vision Limited

Medical diagnostics $3.66Canaccord Genuity Corp.; Global Securities

Corp.; Union Securities Ltd.; Macquarie Private Wealth Inc.; Raymond James Ltd.Golden Fame Resources Corp. GFA 10/26/10Fame Oriented Holdings Limited Mining $1.20Canaccord Genuity Corp.; Mackie Research

Capital Corp.; Global Securities Corp.; Jordan Capital Markets; Union Securities Regent Paci ? c Properties RPP 10/26/10Cassel Centre Ltd.Property dev.Oil Optimization Inc.

OOI.H

10/27/10Red Stag Resources Inc.

Oil and gas

$4.20Union Securities Ltd.

Agreement for Qualifying Transaction/Merger

Company Ticker Date

Target

Industry

Financing (C$M)

Banks

Java Capital Inc.JCI.P 10/6/10Peak Positioning Corp.

Security Georgetown Capital Corp.GET.P 10/7/10Tanacross Property from Full Metal Minerals Mining

$1.50Petro Viking Energy Inc.VIK.P

10/13/10Deep Creek Oil & Gas Inc.Oil and gas exploration $3.00

Wolverton Securities Ltd.

Bricol Capital Corp.10/15/10QSolar Ltd.Solar power products CJL Capital Inc.CJL.P 10/27/10Alta Resources Inc.Mining

71 Capital Corp.

SVN.P 10/28/10Orx Pharmaceutical Corp.

Specialty pharmaceutical

Other Developments

Company

Ticker Date

Recent Development

Merger Target Target Industry Banks

Paci ? c Orient Capital Inc.AAQ.P 10/2/10Planning C$1.5M PIPE AlphaRx Canada Specialty pharm.

Mackie Research Capital Corp.

Drako Capital Corp.

DKC.P 10/3/10Hold period expires 1/30/11Penfold Capital Acquisition III PNF.P 10/4/10Merged with another CPC Penfold Capital Acq. II Sagittarius Capital Corp.SCX.H 10/5/10Hired Rick Cleath as VP Exploration Alpaca Resources Mining

Green Swan Capital Corp.GSW.P 10/13/10Raised C$100K in PIPE

Oil Optimization Inc.OOI.H 10/15/10TSX Venture Exchange accepted QT Red Stag Resources Oil and gas Haywood Sec.; Union Sec.AXEA Capital Corp.XEA.P 10/18/10Extended closing date of merger Propel Energy Corp.Oil and gas

Carlaw Captial III Corp.CW.H 10/26/10

Terminated merger agreement

Oneworld Energy Inc.Renewable energy PI Financial

Rattlesnake Ventures Inc.

RVI.P

10/26/10Terminated merger agreement

Vecture Inc.

Electronics

Continued from front page

Managing Director Dan McClory of Hunter Wise Financial Group just got back from a “fact-? nding tour” of Brazil. He says he returned to his Ir-vine, Calif.-based of? ce armed with hope and a few contacts. “I think there is the possibility of doing two or three deals down there,” he said. “Some educating has to be done. They have the second largest market cap in the world and 700 companies listed, but there are lots of businesses that are family run, closely held. To some

degree, there is a suspicion of outsid-ers and an operating philosophy of not taking on debt.”

The popular notion among market insiders relating to Brazil has been that the country is rich in natural resources and has a robust economy. However,

its capital markets aren’t mature enough to deliver the funding businesses re-quire for growth. These factors make Brazil a likely hunting ground for re-verse merger growth. “They do have plenty of resources and an understand-ing of that market, so that part is on target,” McClory said.

Practical Advantages

Feldman said that there are more practical issues involved when ? rms look at reverse mergers in Brazil. “The country is just about in the same time zone as we are, which makes doing business there on a regular basis less of a challenge than China, for instance,” he said. “It is also a nice place to go. Don’t kid yourself – that plays into de-cisions on whether somebody wants

to consider do-ing business for the long term in someplace.”

While Brazil has long been talked about as a logical market for

reverse mergers, data collected by

PrivateRaise sug-gests that deal-makers are more

comfortable doing

one-off transac-tions than com-mitting any real resources to the region.

Excluding Chi-na, reverse merg-ers in foreign countries are lit-erally all over the map. So far this

year, there have been a total of

25 such deals. Of

those transactions,

? ve have been in Canada, four in the U.K. and a pair in Australia. The ma-jority of the deals are single deals as far ? ung as Turkey and Slovakia. There was just one in Brazil.

For some players, their experience in China is guiding them as they con-sider other markets. Mark Elenowitz, chief executive of New York invest-ment bank TriPoint Global Equi-ties , has long been active in China and now ? nds himself taking meet-ings about deals in other countries. “Lately I’ve been talking to people about Brazil. Right now, there are several opportunities there that we are considering,” he said. “We like the fact that Brazil is more of a West-ern-style economy.”

Elenowitz said that India has been coming up in client conversations as well, but so far TriPoint can’t ? nd a comfort level there. “We have been shying away because of the incestu-ous nature of companies where fami-lies hold related companies. That becomes a problem with investors,” he said.

I nterrelated company dynamics have also plagued deals in China. The business culture in China ? nds noth-ing wrong with a business owned by one part of the family buying raw ma-terials from another company owned by a different family member. U.S. in-vestors have an issue with the “all in the family” concept, as well as some of the mixing of ? nances that takes place.

Tom Shoesmith, a partner at the Palo Alto, Calif., and Shanghai of? ces of law ? rm Pillsbury Winthrop Shaw Pittman , said that the legal restrictions regarding reverse mergers in China au-tomatically make other markets more attractive. “You still have to look at the companies. Do they need funding? What are their options? Do they have decent revenues? Is the management

strong? Do they have a track record

you can look at? Do they have a good story?”

Shoesmith echoes Elenowitz’s trepi-dations with India. “The middle market companies there have options, and the stock markets are robust with fewer barriers to listing,” he said. “You would have to ask why an Indian company would want to go public here, unless prestige is a big deal or it has to do with import or export.”

Setting Up New Shops Halter Financial Group , a re-verse merger consultancy in Argyle, Texas, is setting up a beachhead in South America, with a particular inter-est in Chile. Halter signed a deal in October with the Chile-based ? nancial consultancy AltaDirección to assist medium-sized businesses with access to U.S. capital markets. The ? rms will focus on the Southern Cone region of South America, which traditionally is comprised of Argentina, Chile, Para-guay and Uruguay. Pierre Galoppi, Halter’s business development man-ager for Latin America, told Business Chile magazine that Chile’s econom-ic stability and free trade agreement makes it an attractive place to launch a new platform.

When it comes to foreign reverse

mergers outside China, no ? rm seems busier than Anslow & Jaclin . “For a long time you have heard people talk-ing about BRIC – Brazil, Russia, India and China – when it came to areas where deals made sense, and all four have strong economies. Russia also has organized crime. But we are hearing

investors talking about I ndia and Brazil lately,” said Richard Anslow, cofounder of the Manalapan, N.J.-based law ? rm. Strong econo-mies are impor-tant, Anslow said,

but geography

plays a role as

well. “I can’t even

count the num-ber of conference calls I’m on lately from 9 p.m. to 11

p.m. or from 7

a.m. to 9 a.m. try-ing to take care of

things in China. So, the idea of

Brazil or Canada certainly makes sense. And both of those coun-tries understand resources, which

makes sense.”Anslow points to the successful players in China. “At some point if you are going to move beyond one-off deals, you have to make up your mind to commit and put together quality, lo-cal people that you can rely on, and that does take time.”Feldman said that ? rms looking to complete deals outside China should consider how China became the active market it is today. “The truth is it took years for most of us to develop rela-tionships in China, to get to know the cultural differences, and understand the regulatory problems. It doesn’t happen overnight.”

Feldman has been hearing about India, not Brazil. “The last eight or nine months India comes up a lot,” he said. But if you are talking about the country that is promising for on-going business, I would think about South Korea. There is no real developed small cap market, it has a democratic government, and there seems to be a lot of interest in doing business in the U.S.”

Associate Editor Bill Meagher can be reached at bill@deal? https://www.360docs.net/doc/7411498256.html,.

Unless your company holds a multi-user license, it is a violation of U.S. copyright law to photo-copy or reproduce any part of this publication, or forward it elec-tronically, without ? rst obtaining permission from DealFlow M e-dia. For details about upgrad-ing your license, contact Lenny La Sala at (516) 876-8006 or lenny@deal? https://www.360docs.net/doc/7411498256.html,.

e 29 – 30, 2010 T o r o n t o

V E

N T B O O K & S O U R C E G U I D E

A D

e a lF

w M

e d ia

v e n T H E R E V E R S E

M E R G E R C O N F E R E N C E 20

10Toronto

All information and documents contained on this CD are proprietary and not for redistribution or resale

T HE R EVERSE M ERGER C ONFERENCE 2010The Reverse Merger Conference 2010 on CD

516-876-8006 or on the web: https://www.360docs.net/doc/7411498256.html, If you missed The Reverse Merger Conference 2010 in

Toronto, you can still get the complete audio

recording on CD, along with the Event

Book & Resource Guide.

The Reverse Merger Conference 2010 Audio Kit

Order Today!ONLY $395Includes FREE Shipping Event Book & Complete Audio CD T HE R EVERSE M ERGER

C ONFERENCE 2010