Registration, Breakfast & Networking
7:00 - 8:00 AM

At What Price Comes Certainty?
8:10 - 8:30 AM
This presentation explains the specifi c forces that have driven up the prices of trading shells. It examines why there has been a recent surge in the creation of Form 10-SB shells, and argues that most people are unnecessarily overpaying for the "certainty" that a trading shell provides. There will also be some provocative predictions about how the reverse merger industry will change in the next 24 months, and identify the real sources of value creation in the future.
SPEAKER: TIM KEATING, Keating Investments

The Pros & Cons of Form 10-SB Shells
8:35 - 9:25 AM
In the last several years, PIPE investors and investment banks have created scores of “virgin shells” using SEC Form 10-SB. These shells have the benefi t of being clean and fully SEC reporting, but their stock does not trade prior to a reverse merger and subsequent SEC registration of shares. It is quicker and easier to complete a deal with a virgin shell than with a SPAC, but SPACs typically provide cash to the newly merged company. What are the other advantages and disadvantages of this rapidly emerging trend? Panelists discuss the pros and cons of Form 10-SB shells.
MODERATOR: BRETT GOETSCHIUS, The Reverse Merger Report
PANELISTS: DAVID FELDMAN, Feldman Weinstein & Smith; RICHARD RAPPAPORT, Westpark Capital; RICHARD ANSLOW, Anslow & Jaclin

Perspectives on Completing a Reverse Merger
9:30 - 9:55 AM
This discussion examines the process for the completion of a reverse merger including the share exchange, SEC fi ling requirements, as well as state corporate fi ling requirements. It also covers what one should look for when investing in a reverse merger company.
SPEAKERS: DAVID FINE, Cornell Capital Partners; DAVID GONZALEZ, Cornell Capital Partners; RONNIE HALIGMAN, Kirkpatrick & Lockhart Nicholson Graham

Developments and Trends in SPACs
10:30 - 11:20 AM
This panel discusses the latest trends in SPACs, focusing on the preferred deal structures for initial offerings and acquisitions, preferred markets and sectors, acquisition pricing and the changing types of investors participating in SPACs.
MODERATOR: CLIFF TELLER, Maxim Group
PANELISTS: PAUL LAROSA, Maxim Group; ROBERT MOREYRA, Atlantic American Capital Advisors; RICHARD SMITHLINE, Centrecourt Asset Management; JODY SAMUELS, Richardson Patel

Criminal and Regulatory Dangers of Alternative Financing: Understanding the Risks & Ways to Protect Yourself
11:25 - 12:15 PM
This panels examines the potential dangers involved with alternative offering techniques. It will focus on everything from insider trading, short selling restrictions in deal documents, the implicit capital raising consequence of ESOPs, to the intrastate exemption contained in Rule 504, Regulation D. Through case studies, panelists will cover the legal issues from criminal and regulatory investigations they were directly involved in.
MODERATOR: BRENT BAKER, Overstock.com
PANELISTS: KENNETH BREEN, Fulbright & Jaworski; CROMWELL COULSON, Pink Sheets; MICHAEL MACPHAIL, Holland & Hart

Understanding the Worm/Wulff Letters: Implications for Reverse Merger Transactions
12:20 - 12:40 PM
This presentation provides an overview of the SEC guidance supplied in the Worm/Wulff letters, and describes the issues that may arise during the course of due diligence on shell companies. The presentation also discusses the effect that changes in the operating status of issuers has on the ability to issue stock, and delves into practical advice for dealing with Worm/Wulff concerns.
SPEAKER: LOUIS BEVILACQUA, Thelen Reid & Priest

Luncheon & Keynote Address: "China: The Global Engine of Growth"
12:45 - 2:00 PM
All eyes are on China. With foreign direct investment in China nearing the $65 billion mark, US investors are exploring the opportunities for investment. Fueling the appetite are China’s impressive gains, including unprecedented economic advances and the emergence of a huge middle-class.
The most important dynamic is the small companies within the private sector, which may present an enormous opportunity for investors. Donald Straszheim, Vice Chairman of Roth Capital Partners and former Merrill Lynch Chief Economist, discusses the dynamics of this Asian Giant, which has become the global engine of growth and agent of change driving the energy and commodity sectors.
SPEAKER: DONALD STRASZHEIM, Roth Capital Partners

The Canadian Reverse Merger Model: A Primer on the 'Capital Pool Company' Program & Considerations for CPC Investors and Entrepreneurs
2:00 - 2:50 PM
Reverse mergers have been a signifi cant part of the Canadian capital markets for over 100 years. Thousands of companies, in all industry sectors, have taken advantage of this listing structure on both the Toronto Stock Exchange and TSX Venture Exchange to access public equity. TSX Venture Exchange introduced the Capital Pool Company (CPC) program in 1987. This program is similar to the mechanics of U.S. SPACs but is a product primarily for the retail community. Over 1,500 companies, including some U.S. companies, have used a CPC to enter the public markets and access growth capital. This panel explores the success stories and lessons learned from the Canadian reverse merger model and demonstrates opportunities for U.S. entrepreneurs and investors to consider.
MODERATOR: KEVAN COWAN, TSX Venture Exchange
PANELISTS: JAMIE BROWN, Canaccord Adams Investment Banking; ANDY VILES, Canaccord Adams

Latest SEC and AMEX Issues Relating to SPAC Offerings
2:55 - 3:15 PM
This presentation discusses the latest issues raised by the SEC in comment letters on SPAC offerings, as well as by the American Stock Exchange in connection with listing applications. Topics include structuring private placements that take place immediately prior to the offering, charter provisions relating to voting rights and liquidation, issues that arise in connection with selling or granting founders shares to outside directors and other executives, and selling founders shares to hedge funds and other investors.
SPEAKERS: STEPHEN OLDER AND JOEL RUBINSTEIN, McDermott Will & Emery

Alternative/Creative Financing Transactions
3:45 - 4:10 PM
As the IPO window continues to be limited, investment bankers and securities lawyers continue to develop innovative financing structures for issuers searching for capital and a public listing. This presentation discusses the current landscape of reverse mergers, including rules governing shells and how SEC regulations affect companies pursuing a reverse merger, as well as simultaneous PIPEs, SPACs and AIM listings. It will also discuss the influx of additional investors to these products and issues that are arising as a result of the growing variety of international issuers.
SPEAKER: MITCHELL NUSSBAUM, Loeb & Loeb

Emerging Opportunities: A Look at the "BRIC" Scene
4:15 - 5:05 PM
Historically, a U.S. market hitting new highs coupled with strong dollar liquidity has resulted in robust stock market activity in lesser developed nations. As a result, investors have developed a large appetite for the emerging markets. This panel discusses the emergence of markets in Brazil, Russia, India and China (BRIC), and how they can be an avenue to enhance returns in structured financings.
MODERATOR: DAN CARLSON, The Reverse Merger Report
PANELISTS: RAMESH AKELLA, Phoenix Capital Partners; SANJAY PAI, Monetae Group; TIM HALTER, Halter Financial; THOMAS DIBENEDETTO, Junction Advisors

Valuations and Fairness Opinions in Shell Transactions
5:10 - 5:30 PM
Can the investment banker who is raising a company money, also provide a fairness opinion? This presentation covers how fairness is determined, what purpose the fairness opinion serves, and when it is needed. It also gives an in-depth look at the involvement of lawyers, valuators, accountants, CFOs and the board of directors, along with what timeline is to be expected from inception to completion of a reverse merger transaction.
SPEAKER: MILTON BARBAROSH, Stenton Leigh Valuation Group