June 11 & 12 - Mandalay Bay Resort & Casino - Las Vegas
Thursday, June 11, 2009
Registration, Breakfast & Networking
7:30 - 8:30 AM
7:30 - 8:30 AM
Recent Trends: Deal Terms, Pricing, and Analysis from DealFlow Media's Reverse Merger Database
8:30 - 8:45 AM
This presentation dissects data from DealFlow Media's proprietary database which will be officially launched as a new professional service at the conference. This presentation will explore the current trends driving the reverse merger and alternative IPO market including deal mechanics and financing terms.
SPEAKER: BRETT GOETSCHIUS, Publisher of The Reverse Merger Report, DealFlow Media
8:30 - 8:45 AM
This presentation dissects data from DealFlow Media's proprietary database which will be officially launched as a new professional service at the conference. This presentation will explore the current trends driving the reverse merger and alternative IPO market including deal mechanics and financing terms.
SPEAKER: BRETT GOETSCHIUS, Publisher of The Reverse Merger Report, DealFlow Media
FREE FOR CONFERENCE ATTENDEES
Free Trial Subscription to The Reverse Merger Database for Attendees
The Reverse Merger Database is a new software tool designed for deal professionals and investors. If you are contemplating a reverse merger, shell transaction, or researching market participants, this premium service from PrivateRaise is what you've been waiting for.
COMPANY TRACK
Why Companies are Doing Reverse Mergers in this Environment: Exploring the Benefits in a Tight Market
8:45 - 9:35 AM
The pace of reverse mergers slowed at the end of last year, but market players are predicting a steady increase through 2009. Dealmakers believe that new deals might be of better quality than in the past as stronger, private companies beat out weaker, development-stage businesses for the limited financing that is available. This panel examines how even with a lack of investors, reverse mergers continue to offer companies a viable route to the public markets.
MODERATOR: DAVID FELDMAN, Feldman LLP
PANELISTS: KEVIN DEPRIMIO, WestPark Capital; MITCH NUSSBAUM, Loeb & Loeb; ALAN SPATZ, TroyGould
8:45 - 9:35 AM
The pace of reverse mergers slowed at the end of last year, but market players are predicting a steady increase through 2009. Dealmakers believe that new deals might be of better quality than in the past as stronger, private companies beat out weaker, development-stage businesses for the limited financing that is available. This panel examines how even with a lack of investors, reverse mergers continue to offer companies a viable route to the public markets.
MODERATOR: DAVID FELDMAN, Feldman LLP
PANELISTS: KEVIN DEPRIMIO, WestPark Capital; MITCH NUSSBAUM, Loeb & Loeb; ALAN SPATZ, TroyGould
Pulling Off a Successful Reverse Merger
9:40 - 10:20 AM
Private company management teams should understand everything involved with doing a reverse merger transaction. This panel examines the various deal structures and financing options available to companies, regulatory issues and filing requirements, and explores the pros and cons of going public.
MODERATOR: RICK RAPPAPORT, WestPark Capital
PANELISTS: CHARLES ALLEN, Broadband Capital; MARK ELENOWITZ, TriPoint Global Equities; THOMAS J. POLETTI, K&L Gates; LUIS PUNCEL, Rothstein Kass
9:40 - 10:20 AM
Private company management teams should understand everything involved with doing a reverse merger transaction. This panel examines the various deal structures and financing options available to companies, regulatory issues and filing requirements, and explores the pros and cons of going public.
MODERATOR: RICK RAPPAPORT, WestPark Capital
PANELISTS: CHARLES ALLEN, Broadband Capital; MARK ELENOWITZ, TriPoint Global Equities; THOMAS J. POLETTI, K&L Gates; LUIS PUNCEL, Rothstein Kass
Networking Break
10:20 - 10:45 AM
10:20 - 10:45 AM
New Structures For Purchasing a Shell Vehicle
10:45 - 11:30 AM
Coinciding with the economic downturn has been an overabundance of shells in the market, which can be costly to maintain. As a result, a buyer's market for shells has developed and new structures for purchasing shells are being explored. This panel examines these structures as well as the saturated market for Footnote 32 and 172 shells.
MODERATOR: JOSEPH MEUSE, Belmont Partners;
PANELISTS: MICKEY O'NEAL, Malone & Bailey; JOSEPH NEMELKA, Traum-Urlaub, Inc.; CONRAD NEST, Clark Wilson; KRISTEN STREETER, Synergy Law Group
10:45 - 11:30 AM
Coinciding with the economic downturn has been an overabundance of shells in the market, which can be costly to maintain. As a result, a buyer's market for shells has developed and new structures for purchasing shells are being explored. This panel examines these structures as well as the saturated market for Footnote 32 and 172 shells.
MODERATOR: JOSEPH MEUSE, Belmont Partners;
PANELISTS: MICKEY O'NEAL, Malone & Bailey; JOSEPH NEMELKA, Traum-Urlaub, Inc.; CONRAD NEST, Clark Wilson; KRISTEN STREETER, Synergy Law Group
Building Your APO Team
11:35 - 12:20 PM
Surrounding yourself with the right professionals is extremely important when planning an alternative public offering. This panel examines what steps are necessary to build a knowledgeable team. Specifically, panelists discuss the importance of accounting, disclosure, due diligence, compliance with U.S. financial regulations, investor and press relations, and the importance of the board of directors.
MODERATOR: GEORGE DIAMOND, Halter Financial
PANELISTS: JEFF ANDREWS, Andrews Securities; ROBERT FERRI, Nagle & Ferri; ADAM GOTTBETTER, Gottbetter Partners; AMIR HESHMATPOUR, AFH Holding & Advisory; GERALD PASCALE, SEC Audit Prep
11:35 - 12:20 PM
Surrounding yourself with the right professionals is extremely important when planning an alternative public offering. This panel examines what steps are necessary to build a knowledgeable team. Specifically, panelists discuss the importance of accounting, disclosure, due diligence, compliance with U.S. financial regulations, investor and press relations, and the importance of the board of directors.
MODERATOR: GEORGE DIAMOND, Halter Financial
PANELISTS: JEFF ANDREWS, Andrews Securities; ROBERT FERRI, Nagle & Ferri; ADAM GOTTBETTER, Gottbetter Partners; AMIR HESHMATPOUR, AFH Holding & Advisory; GERALD PASCALE, SEC Audit Prep
Sarbanes-Oxley Compliance: New Reporting Rules for Small Companies Challenge CFOs & Auditors
12:25 - 12:45 PM
Regulatory burdens appear unlikely to be lifted under the newly confirmed chair of the Securities and Exchange Commission, and word is that the requirements for smaller companies to comply with the Sarbanes-Oxley Act will be implemented. This presentation examines how companies will be affected by these new reporting rules and what it means for small company finance.
SPEAKER: PHILIP RAMACCA, David Landau & Associates
12:25 - 12:45 PM
Regulatory burdens appear unlikely to be lifted under the newly confirmed chair of the Securities and Exchange Commission, and word is that the requirements for smaller companies to comply with the Sarbanes-Oxley Act will be implemented. This presentation examines how companies will be affected by these new reporting rules and what it means for small company finance.
SPEAKER: PHILIP RAMACCA, David Landau & Associates
Networking Luncheon
12:45 - 1:45 PM
12:45 - 1:45 PM
CHINA TRACK
Dealmakers Look for an '09 Rebound: Will They Find One in China?
1:45 - 2:35 PM
Given the enormous volume of deal activity that's possible in Asia, market insiders are looking to China for a rebound. This panel explores how Chinese reverse mergers remain a crucial part of the market, and why Chinese companies are more receptive than ever to go public in the United States.
MODERATOR: RICH ANSLOW, Anslow & Jaclin
PANELISTS: ALAN DONENFELD, Paragon Capital; BEAU JOHNSON, Chinamerica Holdings; GORDON MCBEAN, Euro Pacific Capital; ANTHONY SARKIS, Newbridge Securities
1:45 - 2:35 PM
Given the enormous volume of deal activity that's possible in Asia, market insiders are looking to China for a rebound. This panel explores how Chinese reverse mergers remain a crucial part of the market, and why Chinese companies are more receptive than ever to go public in the United States.
MODERATOR: RICH ANSLOW, Anslow & Jaclin
PANELISTS: ALAN DONENFELD, Paragon Capital; BEAU JOHNSON, Chinamerica Holdings; GORDON MCBEAN, Euro Pacific Capital; ANTHONY SARKIS, Newbridge Securities
Conducting Innovative Due Diligence
2:40 - 3:30 PM
Chinese companies often suffer from a lack of transparency and organizational structure. With the downturn in the market, a new era of due diligence is being ushered in by investors. Some are said to be innovating to allow American firms to invest in Chinese corporate debt rather than equity in order to gain a higher position in a company's capital structure. This panel explores the novel due diligence ideas being implemented by those continuing to invest in China.
MODERATOR: DOUG BRADLEY, HSBC Securities
PANELISTS: MICHAEL CHERMAK, Heng Xin Compliance Associates; FRANK MARINARO, Loeb & Loeb; NIMISH PATEL, Richardson & Patel
2:40 - 3:30 PM
Chinese companies often suffer from a lack of transparency and organizational structure. With the downturn in the market, a new era of due diligence is being ushered in by investors. Some are said to be innovating to allow American firms to invest in Chinese corporate debt rather than equity in order to gain a higher position in a company's capital structure. This panel explores the novel due diligence ideas being implemented by those continuing to invest in China.
MODERATOR: DOUG BRADLEY, HSBC Securities
PANELISTS: MICHAEL CHERMAK, Heng Xin Compliance Associates; FRANK MARINARO, Loeb & Loeb; NIMISH PATEL, Richardson & Patel
Networking Break
3:30 - 3:50 PM
3:30 - 3:50 PM
China's Growth Enterprise Market (GEM): How it Will Work & What it Will Mean for the Reverse Merger Business
3:50 - 4:10 PM
China's long-anticipated stock exchange styled after Nasdaq, the Growth Enterprise Market (GEM), is aimed at helping small and mid-size companies raise money and list shares publicly on a domestic venue. This panel explores GEM and gives an overview of the listing requirements, the benefits to Chinese companies, and the effect this new market will have on the U.S. reverse merger business.
SPEAKER: CHARLES LI, Han Kun Law Offices
3:50 - 4:10 PM
China's long-anticipated stock exchange styled after Nasdaq, the Growth Enterprise Market (GEM), is aimed at helping small and mid-size companies raise money and list shares publicly on a domestic venue. This panel explores GEM and gives an overview of the listing requirements, the benefits to Chinese companies, and the effect this new market will have on the U.S. reverse merger business.
SPEAKER: CHARLES LI, Han Kun Law Offices
Listing Alternatives for Chinese Companies: Exploring the Canadian Capital Markets
4:15 - 5:05 PM
This panel examines the benefits of going public in Canada by exploring access to capital, visibility, liquidity, fair market valuation, and the ability to exit through an IPO.
MODERATOR: TIM BABCOCK, TSX Venture Exchange
PANELISTS: CASPER BYCH, Lang Michener; MIN KUANG, Asia Select; CHARLES SHIN, Canaccord Adams
4:15 - 5:05 PM
This panel examines the benefits of going public in Canada by exploring access to capital, visibility, liquidity, fair market valuation, and the ability to exit through an IPO.
MODERATOR: TIM BABCOCK, TSX Venture Exchange
PANELISTS: CASPER BYCH, Lang Michener; MIN KUANG, Asia Select; CHARLES SHIN, Canaccord Adams
Closing Remarks
5:10 PM
5:10 PM
The Reverse Merger Conference Cocktail Reception
5:30 - 7:00 PM
Sponsored by Feldman LLP
5:30 - 7:00 PM
Sponsored by Feldman LLP
Friday, June 12, 2009
Registration, Breakfast & Networking
8:00 - 9:00 AM
8:00 - 9:00 AM
INVESTOR'S TRACK
Creative Financing Options for Private Companies: How to Structure Deals around a Lack of Trading Liquidity
9:00 - 9:50 AM
Companies planning to go public have a variety of options for raising capital. This panel explores the advantages of doing a reverse merger, PIPE financing, convertible debt lending, and pre-IPO private equity investments. Panelists also discuss stock listing options and various exchanges including those in the United States, Asia, and Europe.
MODERATOR: JULIE LEVENSON, Cowen & Co.
PANELISTS: JUSTIN DAVIS, Cirrus Financial Communications; GREG SICHENZIA, Sichenzia Ross Friedman Ference; NIA STEFANY, Xnergy LLC
9:00 - 9:50 AM
Companies planning to go public have a variety of options for raising capital. This panel explores the advantages of doing a reverse merger, PIPE financing, convertible debt lending, and pre-IPO private equity investments. Panelists also discuss stock listing options and various exchanges including those in the United States, Asia, and Europe.
MODERATOR: JULIE LEVENSON, Cowen & Co.
PANELISTS: JUSTIN DAVIS, Cirrus Financial Communications; GREG SICHENZIA, Sichenzia Ross Friedman Ference; NIA STEFANY, Xnergy LLC
The Next Step: International APO's in a Post Crisis World
9:55 - 10:25 AM
Moving beyond China, what attracts business owners to the APO model? This presentation explores the International APO model and its variants, including the benefits of using a foreign shell. The presentation also discusses the future of public ownership in the international microcap world, and how the new Obama administration policies could impact the reverse merger arena.
SPEAKER: CHRIS EFIRD, Access America Investments
9:55 - 10:25 AM
Moving beyond China, what attracts business owners to the APO model? This presentation explores the International APO model and its variants, including the benefits of using a foreign shell. The presentation also discusses the future of public ownership in the international microcap world, and how the new Obama administration policies could impact the reverse merger arena.
SPEAKER: CHRIS EFIRD, Access America Investments
Networking Break
10:30 - 11:00 AM
10:30 - 11:00 AM
OTCQX: A Practical Alternative for Overseas Companies
11:00 - 11:50 AM
The OTCQX marketplace is the premier tier of the U.S. over-the-counter market, allowing overseas companies the ability to obtain access to the broadest range of institutional and retail investors. This panel explores the benefits of listing on the OTCQX, including more transparent trading, better access to U.S. markets, a higher number of market makers, and convenient weekly reporting of trading activity for management and boards.
PANELISTS: CROCKER COULSON, CCG Investor Relations; TIM RYAN, OTCQX; STEPHEN NASH, Merriman Curhan Ford
11:00 - 11:50 AM
The OTCQX marketplace is the premier tier of the U.S. over-the-counter market, allowing overseas companies the ability to obtain access to the broadest range of institutional and retail investors. This panel explores the benefits of listing on the OTCQX, including more transparent trading, better access to U.S. markets, a higher number of market makers, and convenient weekly reporting of trading activity for management and boards.
PANELISTS: CROCKER COULSON, CCG Investor Relations; TIM RYAN, OTCQX; STEPHEN NASH, Merriman Curhan Ford
The SEC Greenlights Blogs, Twitter and RSS Feeds For Investor Relations...But What Are They?
11:55 - 12:25 PM
You've ignored them as irrelevant and for having quirky names, but with tens of millions of investors using them and the SEC green lighting them for investor relations, you now need to understand how social media tools can supercharge your investor relations. This presentation will teach you how to use social media to cut through clutter, connect with the smartest people around the world and create an international business network never before possible.
SPEAKER: GEORGE TSIOLIS, Agoracom
11:55 - 12:25 PM
You've ignored them as irrelevant and for having quirky names, but with tens of millions of investors using them and the SEC green lighting them for investor relations, you now need to understand how social media tools can supercharge your investor relations. This presentation will teach you how to use social media to cut through clutter, connect with the smartest people around the world and create an international business network never before possible.
SPEAKER: GEORGE TSIOLIS, Agoracom
Networking Luncheon
12:30 - 1:45 PM
12:30 - 1:45 PM
A Wounded Animal is a Dangerous Animal: The SEC Reacts to the Economic Crisis
1:45 - 2:35 PM
This panel explores the current regulatory perception of alternative public offerings in the U.S., Canada and China. Panelists discuss the dangers of how the SEC is taking a more aggressive approach by implementing streamlined enforcement procedures and budget increases, and focusing more on the Foreign Corrupt Practices Act and PIPE transactions.
MODERATOR: MIKE MACPHAIL, Holland & Hart
PANELISTS: BRENT BAKER, Parsons Behle; WIDGE DEVANEY, Venable
1:45 - 2:35 PM
This panel explores the current regulatory perception of alternative public offerings in the U.S., Canada and China. Panelists discuss the dangers of how the SEC is taking a more aggressive approach by implementing streamlined enforcement procedures and budget increases, and focusing more on the Foreign Corrupt Practices Act and PIPE transactions.
MODERATOR: MIKE MACPHAIL, Holland & Hart
PANELISTS: BRENT BAKER, Parsons Behle; WIDGE DEVANEY, Venable
Shareholder Litigation
2:40 - 3:10 PM
With the current economic downturn, many broker-dealers find themselves being sued because deals have gone sour. This panel explores how you can protect yourself if your investors claim that they have been defrauded.
SPEAKER: JEFF TILLOTSON, Lynn Tillotson Pinker & Cox
2:40 - 3:10 PM
With the current economic downturn, many broker-dealers find themselves being sued because deals have gone sour. This panel explores how you can protect yourself if your investors claim that they have been defrauded.
SPEAKER: JEFF TILLOTSON, Lynn Tillotson Pinker & Cox
Closing Remarks
3:15 PM
3:15 PM
Copyright © DealFlow Media, Inc. All Rights Reserved



