[ToyCollector]

May I offer some assistance in posting these factual links into this thread so we can all be better informed? Let me offer one below.

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Private companies who wish to trade their corporate stock on a public stock exchange may undergo an IPO or a Reverse Merger.
Reverse Mergers have many attractive characteristics over an IPO that make them an increasingly popular option of going public. Reverse Mergers are accomplished through the use
of a public shell, which is an inactive company that has marketable and tradable shares of its stock registered with the SEC and is held by the general public. Your private company is acquired by the public shell and obtains the majority of its stock, completing the merger. Now, the private company can change its name to reflect the identity of the new public company and can appoint and elect its management and Board of Directors. The public shell is the legal surviving entity, yet the operating business remains unaffected by the transaction. The owners of the previous private company now have all the benefits of public ownership. There are many varieties of public shells.

They may be fully or partially reporting and may or may not have cash assets. Also, the number of authorized and issued shares may vary as well as the number of shareholders. The most
concerning aspect in considering a reverse merger with a public shell is the potential of undiscovered liabilities in the shell.

What are the advantages of a reverse merger vs. an Initial Public Offering?
· The costs are significantly less than the costs required for and initial public offering
· The time is considerably less than that for an IPO
· The company does not require an underwriter
· There is less dilution of ownership
· A long and stable earnings history is not required

What are the disadvantages of a reverse merger vs. an Initial Public Offering?
· No cash is raised, so it must be raised through a private placement or secondary offering
· Potential liabilities that may arise if the Due Diligence process is poor
What are the benefits of converting your private stock into publicly traded stock?
· Increased liquidity for shareholders
· Increased success completing private placements
· Ability to raise additional capital via secondary offerings
· Company stock can be used to acquire other companies
· Ability to use stock incentive plans to attract and retain key employees
· Creates an exit strategy for investors

If all this is confusing, for a real live example, see the press release Johnny posted above. For further facts, read Ginseng's SEC filings.