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Date Posted: 00:42:24 01/01/02 Tue
Author: ARVIN CHANG
Subject: OSTIA CAPITAL talks Venture Capital, Reverse Mergers, IPO

Merge your Private Company with an existing public "shell".
A common method used by small and mid cap companies to go public is the purchase and/or reverse merger into an existing public company or a subsidiary of a public company. In a reverse merger, an operating private company merges with a public company which has no assets or known liabilities (the "shell" corporation). The public corporation is called a "shell" since all that exists of the original company is its corporate shell structure and shareholders. The private company obtains the majority of the shell’s stock (usually 90%). The private company normally will change the name of the public corporation (often to its own name) and will elect its Board of Directors which will appoint the officers. The new public corporation will usually have a base of shareholders sufficient to meet the 300 shareholder requirement for admission to quotation on the NASDAQ SmallCap Market (Bulletin Board) or on the OTC Bulletin Board.

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