 The merger / acquisition of Strategic Partners, Inc. is the most desirable way for a successful, quality company to attain public status in the equity marketplace. Strategic Partners, Inc. Profile: A 12g reporting public company with the U.S. Securities Exchange Commission. Nature of business: Investment Banking, Mergers and Acquisitions, Financial / Business Consulting. Current shares issued & outstanding to date; 1,200,000 held by 283 shareholders of record. Most filings are current with the United States Securities Exchange Commission. Estimated net operating loss carry forward exceeds $1,637,529.00 (A hefty bonus!!) Terms of the business combination: Cash purchase price for the company and all assets is $750,000. We require that a warranty/agreement be in place to eliminate the possibility of a "reverse split" reducing current shareholders positions. Dilution: Issuing shares to the 'new' companies founders, principles, officers and directors is a non-dilutive event to 'SPI' shareholders. Decisions will be determined upon the strength & size of the company with whom we are formulating such a business transaction as it relates to their capitalization. We find it far more productive and advantageous to identify companies who are bona-fide legitimate entities looking to access capital through the public markets; either NASDAQ national listing or the American Stock Exchange. Our Criteria: Companies with exceptional management, an impressive Board of Directors, three to five years operating history, productive & profitable. Companies with impressive 'adjusted gross profit' percentages whose dynamic growth trends are exceptional become candidates for acquisitions, which we highly recommend and encourage. Doing business at the global level / internationally is paramount. We also insist that companies with whom we get involved contractually are desirous of continuous visibility. Name recognition and image are of vital importance to broadening their market scope. Advantages: 'SPI' business combination is; extremely fast, most inexpensive & satisfies all SEC requirements (rules & regulations). Compliance issues are a non-factor; however critical, especially the track-ability & traceability of all securities from original issue to their current disposition as emphasized by the agency. Our securities transfer company has a complete and accurate accounting of all shareholders, recently audited & certified. The company is pristine and free of any liabilities or encumbrances.
Shell / reverse mergers: Cost is not prohibitive. There are unknown
liabilities which surface at the most inappropriate times; Murphy's
Law. Enormous risks and potential exposures cause major problems
associated with loss of money and precious time in addition to other
complexities consisting of serious legal implications. Also, the
promoters are normally considered suspect. Lastly, compliance issues
with the SEC can be crippling; especially with reference to the
stock distribution. Trading problems in getting approved by the NASD and issuing a symbol to trade the stock can be a long term situation and one that sometimes never gets resolved. The NASD 3½ year study discussing the serious and intolerable violations by the promoter's engaging in illicit dealings with the SEC is what caused the rules & regulations to be overhauled beginning January, 1999. Lastly, many states don't allow companies to conduct business in their respective domicile if formulated by a 'reverse merger'. The establishment: cost is ludicrous. The time to consummate an IPO from inception is totally unacceptable. For most high tech; fast track companies, the timing elements are critical! Additionally, the dilution issues are horrendous! NOTE: 'SPI' management is conscious of the trading levels in securities where they have an interest assuming a responsibility to their respective shareholders. A consulting arrangement with SPI can be solidified between the parties to consist of the following:
Respectfully,
Frank J. Weinstock E-mail
us :
info@strategic-partners-inc.com
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