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Corporate Shells
by: Joseph Quinones
A corporate shell could be liken to a house that had been occupied by a family, prior to the family moving out it was a home. But now it is just shell, a skeleton a plain house with nobody in it, but if a family was to purchase the house and moves in, it becomes a home.

Similar, a corporate shell was once the home of an operating company but once the operating company ceases to reside there because of adverse circumstances ( bankruptcy or liquidation ) all that remains is the shell.

Buying and selling corporate shells has become big business, just a couple of years ago a corporate shell sold for approximately $150,000.00 today they go for upward of $500.000.00. Talk about inflation! The increase in price is due to increase scrutiny by the Securities and exchange commission and the demand for shell by Chinese companies seeking to become listed in the United States.

As usual when there is money to be made the vultures appear with their unscrupulous practices. In most cases the shells are own by the same operators who are also acting as consultants to the companies they are helping to become public. This may be a conflict of interest but they are able to hide their ownership well with the help of securities lawyer who may also have a piece of the shell.

The situation described above creates a huge conflict of interest that the regulators have yet to figure out because of the intricacy of the many participant who work in harmony and are able to conceal their actions from the regulators.

If the consultant indirectly own a shell and is trying to sell it to the company that they are advising, how well is he going to represent the client when it comes to price and the amount of shares that they are to Retain? And how about with assisting the company in performing the proper research on the shareholder list and the history of the shell.

Don’t get me wrong there are many honest and well meaning consultants and shell vendors who established the shells for the sole purpose of creating a vehicle for private companies to go public, Just like you have the unscrupulous characters that appear every time there is an opportunity to make money, you also have honest enterprising individual who see an opportunity and take advantage of it.

Once the operating company purchases the corporate shell and merges into it, the owner of the private company receives a majority of the shell corporation stock (usually 90-95% ) through a new issue of stock for the private enterprise.

The public corporation will normally change its name to the private company’s name and elect a new Board of Directors which will appoint the officers of the company. The public corporation will usually have a base of shareholders sufficient to meet the requirements for listing on the Nasdaq Small Cap Market of Nasdaq Bulletin Board. Although some shell have as few as 35-50 shareholders and are currently listed on Bulletin Board or the NQB pink sheets.

At our company we don’t have an inventory of shells nor do we recommend a single vendor, instead we recommend several and after the private company selects a vendor we approach the process as if we were buying the shell for ourselves.

For more information please visit our website: http://www.genesiscorporateadvisors.com

Josephquinones@genesiscorporateadvisors.com



About the author:
Joseph D. Quinones, President of Genesis Corporate Advisors has spent over 25 years in the securities industry. In 1992 he founded JDQ Financial Group, Inc. and proceeded to build it up from a one man operation to the point where it employed many traders, advised numerous client and generate millions in revenues.




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Business Plans - What Do They Include?
 by: Kevin Erickson

Ok... so you've finally reached that stage in the development of your home business to get started. You've done the research, you have a game plan and you're ready to go except for one small detail... you need money. Whether it comes from a loan or from investors it doesn't matter but you need a good dose of seed money to put all your hard work and planning into action. However, regardless of who hears your money pitch before they give you a dime they will want see your business plan.

Business Plan - What Is It?

A good way to think of a business plan is that's it's a document that provide answers to the type of questions anyone who may provide financing would like to know about your home business. You will not get outside funding without one, because the people giving you the funding will insist on one because it helps them to know that you’ve thought through what you’re proposing to do. A business plan says to them... "I’ve considered this from every angle, and here’s what I’ve come up with".

Business Plan - What Does It Include?

What is your product or service? This is the first question every business plan should answer. You must explain in the clear, concise language what in the world you plan to produce or what service you plan to provide. You will also want to include why you've chosen this particular product or service.

Who are Your Customers? After you've explained your product or service, the next step is to identify who you plan to sell your product or service too and why. The demographics (age, sex, language, country, state or city, income, etc.) You need to clearly identify your customers in order to properly target your advertising, packaging, pricing, et.

What Makes You Different? You need to identify the "primary factors" that will make your business different than other businesses you'll be competing with. What niche are you filling that they are not or what do you plan to do to fill a particular void in the market that you've identified?

What are Your Expenses? Your start-up expenses include any equipment that you need before you can get up-and-running, while your day-to-day expenses are staff costs and supplies.

Following is a Simplified Example of Business Plan

This a a simplified and shortened version of a business plan. In the real world... each one of the following sections would be 1 - 2 pages in length. That being said... in most instances it's better to be as brief as possible. Only add information if your potential backers request it. It's a bad idea to go into too much detail in your plan. You’re not trying to explain everything down to the nth detail, just the basics of the business and why they should give you the money you need to launch it. And always focus on profit.

Catering Plus

Nature of Business: The business will be a home-based catering company, producing luxury food for special occasions such as birthdays and weddings. We will provide a comprehensive catering service, while specializing in high end customized cakes, which have a higher profit margin than other foods.

Target Market: Our catering business will be aimed at middle-class customers who desire a top-of-the-line catering but must operate on a budget. Our initial market area will consist of Mytown and the affluent area of Theretown.

Key Factors: We will only use commerical grade ingredients purchased from wholesalers and provide top quality design and service. This will allow us to provide food that looks tastes great, while keeping costs as low as possible.

Expenses: Beause I will be using my kitchen and making the food myself, there are only two real expenses: The purchase of an industrial grade mixer and then the day-to-day cost of supplies. I've attached a suppliers’ letter listing prices. Our research has shown that this supplier offers the best value for start-ups.

To wrap it up, you should include a breakdown of both projected profit and loss per month (in graph form)for the first year in business. Show one-time and day-to-day expenses versus projected profit to indicate how you will pay-off your loan. Your business plan should show you making enough of a profit each month to live on – if it doesn’t, then it may be considered unfeasible.

Study a Few Real-World Business Plans

The best way to get a real a feel for the dos and do nots of a business plans is to find real-world plans that have already been approved and study them. A good place to start is the internet. Once you’ve studied a few, you will get a better feel for how much work will be involved in putting your business plan together. Remember, until your business exists for real, the business plan is the only tool you have to sell prospective backers on how great your business is going to be



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