-Audio Kit Available Upon Request-

The Princeton Club
July 19, 2005
New York, NY

July 19, 2005
Registration, Breakfast & Networking
8:00 AM
Opening Remarks
8:40 - 8:45 AM

SPEAKER: STEVEN DRESNER, The Reverse Merger Report
The State of the Market: Reverse Mergers
8:45 AM - 9:10 AM

The State of the Market presentation provides a backdrop for the conference through an up-to-date analysis of what's happening in the business of reverse mergers.
SPEAKER: TIM KEATING, Keating Investments
The Law: Securities & Exchange Commission New Shell Company Rules
9:15 - 10:30 AM

The first panel discussion focuses on the SEC's new shell company rules originally proposed in April of 2004 and recently approved. Recommendations such as prohibiting shell companies from using Form S-8, expanding the scope of Form 8-K filings and reducing the time a shell company has to file financial statements post-merger are part of the agenda. Other regulatory topics such as clarifying terminology as it relates to shell mergers and new "tags" to accurately track transactions will also be discussed.
MODERATOR: DAVID FELDMAN, Feldman Weinstein
PANELISTS: LOUIS BEVILACQUA, Thelen Reid & Priest; PETER CHEPUCAVAGE, Plexus Consulting Group; ADAM GOTTBETTER, Gottbetter & Partners
Networking Break
10:30 - 10:50 AM
Finding Shells & Evaluating Reverse Merger Transactions
11:00 - 11:50 AM

Veteran investors and intermediaries discuss how they evaluate deals. These panelists bring clarity to specifics such as how to qualify private companies and structure merger transactions. We'll discuss current prices for acquiring shell companies, debating manufacturing or buying shells, differences between trading and non-trading shells.
MODERATOR: TIM HALTER, Halter Financial
PANELISTS: MARK ELENOWITZ, TriPoint Capital; MIKE FEARNOW, Go Public Institute; JOHN LOWY, Olympic Capital Group
Luncheon & Conference Keynote
12:00 - 1:30 PM

Dian Griesel, The Investor Relations Group: "Going Public is Just the First Step"
Dian Griesel, author of Capitalization Success! The Investor Relations Group's Guide to a Bigger and Better Market Cap and the newly-released book The 101 Platinum-Plus Rules of Media Engagement will share her thoughts on factors that contribute to a company's improved capitalization structure and greater media recognition.

"Going public is merely the first step of a long journey. If you expect your shares to trade with liquidity and appreciate in value - two equally important and intertwined qualities of a sound public company - a carefully designed corporate communications plan is essential."

During Dian's presentation, you will learn key elements of investor relations and public relations:
  • The importance of your "50-word descriptor"
  • How to deliver compelling news that sees print
  • How to get investors (the "public" in PR) to listen
  • Secrets of how to capitalize on your competitor's news
  • When to speak and when to listen
  • Befriending the media even when you think they're the enemy
  • How to become intelligently transparent
Afternoon Program
IPO Alternatives: Reverse Mergers + PIPEs
1:30 - 2:20 PM

This panel explores using private placements before, after, and contemporaneous with reverse merger transactions. These experts address equity financings, preparing companies for deals and issues surrounding being publicly traded including finding market support and managing investor relations.
MODERATOR: NIMISH PATEL, Richardson Patel
PANELISTS: MICHAEL CROW, Duncan Capital; STEWART FLINK, Crestview Capital Funds; MICHAEL WILLIAMS, Williams Law Group
Afternoon Break & Networking
2:30 - 2:50 PM
The State of the Market: Specified Purpose Acquisition Companies (SPACs)
3:00 - 3:50 PM

The growing demand for structured finance products combined with a stagnating primary securities market has created a boom in SPAC deals. Everyone from hedge fund managers to venture capitalists are looking at these specified purpose acquisition companies with an eye toward investing in - and creating their own - SPAC vehicles. This panel explores the anatomy of SPACs including how they're structured, who the key players are, and how investors can gain access to deal flow.
MODERATOR: MICHAEL RAPP, Broadband Capital
PANELISTS: RALPH DEMARTINO, Cozen O'Connor; MITCHELL LITTMAN, Littman Krooks; JEFF SMITH, Ramius Capital Group
SPACs: Finding Targets, Closing Deals, and Other Considerations
4:00 - 4:50 PM

Publicly traded SPACs have provided liquidity for investors wishing to test the secondary market. This panel of experts contemplates the environment for finding acquisition targets and closing deals so that SPACs generate gains for equity investors. This discussion will focus on everything from registration to getting the SPAC trading to recent issuer performance.
MODERATOR: SARAH HEWITT, Brown Raysman Millstein Felder & Steiner
PANELISTS: MARK SALTER, Wedbush Morgan Securities; MICHAEL KASWAN, KBL Healthcare Ventures; MITCHELL NUSSBAUM, Loeb & Loeb
Closing Remarks
4:50 - 5:00 PM

SPEAKER: STEVEN DRESNER, The Reverse Merger Report

-Audio Kit Available Upon Request-

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