Form 8k Reporting Of Reverse Mergers

On September 14, 2011, the Securities and Exchange Commission (SEC), Division of Corporate Finance issued its Staff Observations in the Review of Forms 8-K Filed to Report Reverse Mergers and Similar Transactions, which summarizes SEC staff comments in response to reports on Form 8-K reporting reverse mergers with public shells or similar transactions resulting in an issuer ceasing to be a shell company, often known as a Super 8-K because of its requirement that the Issuer provide Form 10 information.

These new requirements increase the appeal of direct public offerings and go public direct transactions for issuers who want to avoid the increased legal and compliance costs of reverse mergers. Reverse merger issuers often find their securities subject to Depository Trust (DTC) scrutiny, DTC Chills and global locks because of the fraud associated with reverse mergers.

In its release, the SEC indicates that the Super 8-K filings often fail to provide required disclosures under Items 2.01, 5.01 and 9.01 of Form 8-K. The requirements of these items are summarized below.

Item 2.01 Completion of acquisition or disposition of assets requires the issuer to provide information following a transaction that is outside the ordinary course of business. A corporate acquisition as well as an asset acquisition can result in a company no longer being a shell company. In the event that the asset acquisition results in a company no longer being a shell company, all information required in a Form 10 Registration Statement must be filed in a Super 8-K within four days of the completion of the transaction. The SEC release provides, we frequently remind companies that Instruction 2 to Item 2.01 makes clear that the term acquisition includes every purchase, acquisition by lease, exchange, merger, consolidation, succession or other acquisition. Further, when a company's reverse merger or similar transaction includes an asset acquisition as defined in Item 2, then an Item 2.01 disclosure is also required.

Item 5.01 requires disclosures regarding a change of control. Issuers must include all disclosures required by Item 5.01 when filing a Super 8-K which include:

(i) identity of the person(s) acquiring such control;

(ii) date and description of the transaction which resulted in the change in control;

(iii) basis of control, including percentage of voting securities of the registrant now beneficially owned by the person(s) who acquired control;

(iv) amount of consideration used by the person(s) acquiring control;

(v) source of funds used by the person(s) acquiring control;

(vi) the identity of the person(s) from whom control was assumed;

(vii) any arrangements or understandings among the members of both the former and new control groups with respect to the election of directors or other matters; and

(viii) the information required by Item 403(c) of Regulation S-K.

Item 9.01 is the Financial Statements and Exhibits section of the Form 8-K. Issuers must include historical financial statements of the acquired private operating business. In particular, the Form 8-K must include two years of audited financial statements and unaudited reviewed interim periods to the date of filing. In addition, the issuer must include pro forma financial information accounting for the combined companies.

This memorandum is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, Rule 144, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings.

Factors to Consider When Choosing a Bankruptcy Lawyer

Bankruptcy is a legal state of an individual or organization failing to pay debts owed to others. Bankruptcy lawyer is a legal expert who helps in giving legal support to individuals and organization undergoing bankruptcy process. Bankruptcy lawyer helps in giving a legal support to parties undergoing bankruptcy process. Due to the complex nature of this process, Bankruptcy lawyers are necessary in giving counsel in these legal matters. Due to the legal expertise required in bankruptcy process, it is advisable for one to consider a number of factors when choosing a Bankruptcy lawyer.

Just like any other lawyers, Bankruptcy lawyer may also have busy schedule due to the nature of their duties and responsibilities. Therefore, availability of a lawyer is a major factor that has to be considered before choosing one. It may be necessary to understand a bankruptcy lawyer diary, so that one in need of their services will get an insight of their availability. As far as duties of a Bankruptcy lawyer, they are involved in various activities such as giving their clients legal advice and reviewing court hearings. Such duties require much commitment of their time, which therefore, necessitates a guarantee of Bankruptcy lawyer availability from onset after seeking his or her services.

Cost is another factor that one has to bear in mind when in need of an attorney. Various attorneys will charge varying fee depending on the nature of their experience and specialization. Clients seeking services and assistance of such lawyers have to bear in mind the amount of resources available to be spent in obtaining the legal services.

In addition, qualification and experience is another vital factor that has to be considered in selecting a Bankruptcy lawyer to guide in bankruptcy process. Lawyers with higher academic qualifications are generally perceived to perform better and give better results. Experience in terms number of years in providing legal services in bankruptcy processes also influences their selection. Attorney with a track record of performance in bankruptcy cases is likely preferred when it comes in obtaining services of such legal expert.

In fact, it is advisable to choose an attorney who operates from a known law firm with a reputation. Inexperienced bankruptcy lawyers may be costly and inconveniencing if consulted for their services. It is necessary to talk to people you trust like family members and friends in determining the experience and qualification of a Bankruptcy lawyer. Lawyers who are known for long time to be top performers should enjoy top priority when it comes in hiring their services.

It is also important to consider the client - lawyer relationship before choosing such a lawyer. One should get a lawyer whom they are open and compatible to. A good lawyer listens and understands every issue and concerns of their client. A lawyer with passion about their work has a higher preference than one who is committed and lacks dedication in their work.

In addition, time is of great essence in choosing an attorney. Client seeking to file their bankruptcy cases and other processes in a short duration of time have to get a time conscious attorney. Lawyers who cause unnecessary delays and time wastage have to be avoided. A smart attorney should give accurate time prediction that the bankruptcy process will take. It is uneconomical to hire an attorney whose services extend over a longer period of time before the bankruptcy process is completed.

The other important factor to consider in choosing a bankruptcy lawyer is the legal requirements. It is very important to choose a lawyer who meets all the legal requirements in their field of operations. Bankruptcy lawyers who are not recognized by law and lack right certification and recognition by relevant authorities should be avoided at any cost.

It is worthy to note that the success of a bankruptcy process partially depends on the choice of a Bankruptcy lawyer. The right choice enables a client to get legal services and this therefore influences the expected outcome of the bankruptcy process.

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