Mina Mar Group

Private placement memorandum also known as offering memorandum is the most important document for any private company that is raising capital. Such sale of stock, bonds or other securities directly to selected private investors is called private placement. Unlike company that is raising capital via traditional IPO and becomes publicly traded, company that utilizes private placement remains private. Private placement memorandum can be compared to prospectus in public offerings and its purpose is to provide prospective buyers with needed information. Offering memorandum gives in depth look at business and its operations explaining nature of business, terms of investments, potential risks and management among other things. Sometime it can be compared to thorough business plan but there is a difference. Business plan often has marketing purpose created to promote the company and attract investors. On the other side private placement memorandum is more factual and descriptive in t...

On July 10, 2013 the Securities and Exchange Commission adopted bad actor disqualification provision for Rule 506 of Regulation D under Securities Act of 1933, to implement Section 926 of Dodd-Frank Wall Street Reform and Consumer Protection Act. The disqualification and related disclosure provision appear as paragraphs (d) and (e) of Rule 506, of Regulation D. The Bad Actor rule prohibits company (the issuer) to use registration exemption if the issuer or any other associated person has been convicted of or subjected to judicial or regulatory sanctions for certain violation of U.S law. Exemption from registration under Regulation D helps thousand of businesses to raise capital worth billions of dollars. T he “Bad Actor” rule is codified as new paragraphs (d) and (e) to Rule 506.  Rule 506(d) provides that the exemptions in Rule 506(b) and Rule 506(c) are not available if the issuer or any associated person is statutorily disqualified. This includes all of the following: ...

Reporting company or reporting issuer is a company that is obliged to file periodic reports under section 13 or 15 (d) of Securities Exchange Act. There are couple of reason why companies become reporting issuers. One of the reasons is securities exchange listing. Before securities can be traded on one of the exchanges they must be registered with Securities and Exchange Commission. Another reason is size threshold. If company has assets worth more than $10 million and a class of equity securities held by 2,000 person or 50 or more non accredited investors. Companies that issue securities but are not listed on any exchanges are also subject to Securities Exchange Act. In the first two cases company must file periodic and current reports. SEC divides reporting companies that file periodic reports under Securities Exchange Act of 1934 into different categories based on size among other factors. Smaller companies have less stringent reporting requirements and are exempt from ...

In simple term public company is company whose shares are publicly traded on one or more stock exchanges or over the counter market (OTC) and that ownership is dispersed among the many investors. History of public market dates back in early modern period when Dutch helped lay foundation of modern financial system. Publicly traded companies usually have many investor while privately held companies had fewer, but company with big number of investor doesn't have to be public company. Securities and Exchange Commission (SEC) states that every company with more than 500 investors and more than $10 million in assets must register with SEC and adhere to its regulations. Most public companies where private and after that they meet requirements to become publicly traded company mainly because it brings many advantages. Public companies are able to raise capital  through the sale of stock in a way shares become company's currency which is then traded on the market. Before it w...

There are different method to take your company public in Canada: initial public offering, reverse takeover, and direct listing. There are several advantages and few disadvantages of reverse takeover (RTO) over initial public offering (IPO).  An IPO requires a preparation, filing and clearance of prospectus which is subject of review and approval by the securities exchange commission. Disclosure document for RTO includes prospectus level disclosure with respect to the private company. In addition disclosure documents relation to RTO transaction will not be subject to review by commission. Private company will undergo due diligence and disclose information which  it has not previously  made public, including three years of audited financials. The private company will also need to conduct due diligence  of the public company to ensure that it is not inheriting any material unknown or unforeseen liabilities and that public company is up to date wi...

Reverse takeover is transaction in which public company listed on a stock exchange in Canada with few or without assets (often referred as shell company) acquires all securities of a private company with a significant assets and operation. It is considered a less expensive and time consuming alternative to initial public offering (IPO). This way public companies acquires all securities of public company and it becomes direct or indirect wholly-owned subsidiary. Shareholders of the private company receive shares from the public company  and the operating company's shareholders ultimately acquire a controlling interest in the new, combined company. Shell companies may be created and maintained just for purpose of reverse takeover or it can be existing company, a  reporting issuer that have previously ceased operations, but still maintain their reporting issuer status and usually have the shareholders required to list on a stock exchange. This makes them ideal candi...

Reverse merger brings many benefits so it's no wonder that many private companies decide to use it as a means of taking their company public. It is considered less costly and less time consuming alternative to traditional IPO process. The point is that your private company reverse merge into public shell that is already registered with Securities and Exchange Commission (SEC) so you don't have to go trough the whole process again. If you are searching for a public company to buy that is where we can help. Mina Mar Group is the largest small cap, micro cap and nano cap retailer of freshly minted public companies that are already quoted or trading on the OTC market. We offer you a vast inventory of pubco vehicles and we offer full range of services. With a large inventory of public companies and with our network of agents across country which enables us to find the right company that matches your criteria. Part of our full services package is providing you with approved ...

In the first part of the article we mentioned prospectus. To be sure that all information in the prospectus are true and pertinent it is necessary to do due diligence. It will be performed by your accountants and our experts at Mina Mar Group. The business objective, position among competition, management, business plan and performance, financial situation will all be carefully evaluated by MMG. The review process also involves getting information about the customers, vendors and industry sector of the company. As we get more information we will make changes in the prospectus and fill in missing information. The drafted prospectus will be filed and presented by Mina Mar Group to the Securities and Exchange Commission (SEC). As we already mentioned prospectus is standard part of an IPO process. It ensures that important information regarding the issuing securities are disclosed to potential investors. Preliminary prospectus ("red herring") is the first offering docume...

If you have decided to take your company public, that is a great news because it brings many benefits with it like financial benefit from raising capital or increased public awareness of the company. But before you make any step further internal agreement within a company must be accomplished. Top management should present the detailed idea of going public  to the Board of Directors. Once the the idea is approved by the board, the next thing to do is to assemble the suitable team and Mina Mar Group is here to help you. We will acquire the services of security attorney and make  recommendation of an accounting firm who will assist you in auditing financials. Financial statements will be reviewed with care and we will make sure they are in compliance with Generally Accepted Accounting Principles (GAAP).  Agreement between your company and Mina Mar Group will be formalized, outlining plan, process, time, price ranges, fees, size of the offering and other impor...

A shell company or shell corporation is a company that doesn't have active business operations in other words it is a company that doesn't make money and doesn't provide clients and customers with services or products. The name itself doesn't describe the purpose of business entity but it classify it according to its role in a particular corporate structure. Shell companies can be formed in more than one way and not all shell companies have the same purpose. To become a shell company interested party must file with the SEC while some other shell companies have previously had operations that shrunk that shrunk due to unfavorable market conditions or other reasons. Also any start-up company that register with SEC is technically a shell company. This type of corporation is legal but it can sometimes be used in illegitimate way. Legal use of shell company has many benefits: Shell companies can be used to hold stock or intangible assets of another business. New ...

Reverse merger is a good alternative to traditional initial public offering. Reveres merger is the acquisition of a public company by a private company when shareholder of a private company purchase control of the public company and then merge it with a private company. In this way lengthy and complex process of IPO is bypassed. Publicly traded corporation is called shell because that company usually doesn't have any assets or net value but only its organizational structure.  What reverse merger does is that it separates the going public process and capital raising function. Is is basically conversion mechanism that turns private company into public company. Raising capital is not priority but benefits that come with being a publicly traded company. This separation is the main reason why reverse mergers has so much benefits. private company doesn't have to hire investment bank for underwriting and marketing the shares the process is less expensive ...