April 30th, 2008 • Los Angeles

9:00am to 7:00pm

    The Program

Reverse mergers coupled with PIPEs have become an attractive and effective financing technique for private companies ranging from very early stage to mature companies. 

Companies are raising from $5 million to $150 million through these transactions and raising additional capital through follow-on PIPE financings.

These financings can provide greater access to capital, higher valuations and more attractive terms than venture capital and private equity financings.

The reverse merger/PIPE financing can be an attractive alternative to a later stage venture capital round and an attractive exit strategy for venture capital and private equity investors.

This conference will provide a valuable briefing on these financings, their advantages and how companies are getting funded in these transactions.  The panel will discuss the best practices for carrying out the financing and reverse merger transactions and successfully managing the public market for the company’s stock.

The program will include a panel on financing Chinese companies

The Panel will Discuss:

• The advantages of these financings and why they are attractive to early-stage and middle market companies and attractive exit strategies for private investors.

• Characteristics of companies that should consider these strategies.

• How to raise capital in these transactions – private placements coupled with reverse mergers.

• The reverse merger process, business considerations, legal and accounting requirements, timetables and costs.

• Finding the corporate shell, due diligence on the shell, selecting the right shell, avoiding bad shells, negotiating the deal.

• Bridge loans prior to these financings.

• How to be successful after going public through a reverse merger: developing and maintaining market cap and volume, properly managing the investor relations process.

• Types of shells and their advantages and disadvantages: Bulletin Board, Pink Sheet, Rule 419, virgin shells, Form 10 shells, non-trading shells.

• Alternatives to the reverse merger process: IPO and direct registration.

• How to be successful in carrying out the reverse merger and going public and mistakes to avoid.

• Meeting the challenges of being publicly-traded, business and legal considerations, the impact of Sarbanes-Oxley.

• Update on recent regulatory changes affecting reverse mergers and PIPEs and how to deal with these developments.

• INCLUDING Impact of the new Rule 144 on reverse mergers; changes to SEC positions on Rule 415 and Wolf-Worm.

• FEATURING:
  Financing Chinese companies
  Structuring deals to comply with Chinese regulations
  Dealing with due diligence and audit issues

Robert Stephenson Jeffrey D. Jordan Matthew Johnson Kevin Leung Russ Nudelman Nimish Patel Dean Yamagata Terence Chin

ROTH Capital Partners Capital Group Communication Gemini Partners Richardson & Patel, LLP ROTH Capital Partners Richardson & Patel, LLP Moore Stephens Wurth Frazer & Torbet, LLP Li & Partners

Michael D. Donahue, Moderator
Mr. Donahue is Chairman of Corporate Capital Advisors and Corporate Capital Forum and Of Counsel to the law firm of Richardson & Patel, LLP. At Corporate Capital Advisors he provides business consultation, guidance and introductions on raising capital focusing on reverse mergers coupled with PIPEs. At the Corporate Capital Forum he organizes conferences on raising capital. At Richardson & Patel, LLP he represents companies in their formation, development and capital financings and focuses on taking companies public through IPOs, reverse mergers coupled with PIPEs and direct registrations and representing publicly-traded companies in securities and corporate governance matters. He was previously a staff attorney and Branch Chief with the United States Securities and Exchange Commission.
Michael D. Donahue, Of Counsel
Richardson & Patel LLP
10900 Wilshire Blvd., Suite 500
Los Angeles, CA 90024
T:(310) 208-1182
E: mdonahue@richardsonpatel.com

Robert Stephenson
Mr. Stephenson is a Director in the Corporate Finance Department. Prior to joining ROTH Capital Partners in 1998, Mr. Stephenson was a Senior Associate of Business Assurance at Coopers and Lybrand, L.L.P. Mr. Stephenson has been with ROTH Capital Partners for approximately 10 years during which he has successfully completed numerous public and private equity transactions. Mr. Stephenson received his BS degree in Accounting from the University of Southern California.
Robert Stephenson, Director Corporate Finance Department
ROTH Capital Partner
24 Corporate Plaza
Newport Beach, CA 92660
T: (949) 720-5750
E: rstephenson@roth.com

Jeffrey D. Jordan
Formerly the principal of Jordan Advisor Group a registered investment advisor firm headquartered in Seattle, Washington, Jeffrey D. Jordan joined Capital Group Communication in September 2006. Currently, at CGC, Jordan brings over twenty five years of portfolio management experience to the CGC team, headquartered in the San Francisco Bay Area since 2004. Since inception the firm has expanded into San Diego, Columbus, Ohio, and recently has opened a media relations division in New York City. The CGC business model foregoes cash, free trading securities and warrants in favor of restricted stock. This aligns the interests of CGC with their clients and proves to the investment community their commitment to long-term growth strategies.
Jeffrey D. Jordan – VP of Business Development
Capital Group Communication
1750 Bridgeway, Suite A-200
Sausalito, CA 94965
T: (415) 332-7200
E: jeff@capitalgc.com

Nimish P. Patel
Partner at Richardson & Patel, LLP
Mr. Patel's primary focus is corporate and securities laws and is well versed in drafting complex business transactional documents. Mr. Patel's experience includes mergers and acquisitions for private and public companies, angel and venture capital financing, IPOs, Secondary Offerings, PIPEs, and other financing and corporate restructurings. Mr. Patel currently advises several publicly traded companies on corporate governance and assists company management with their Form 10K, 10Q, 8K, Proxies and other regulatory filing requirements with the Securities and Exchange Commission and the National Exchanges.  Mr. Patel is also a former CPA and a member of the American Institute of Certified Public Accountants and currently licensed by the California State Bar.
Nimish P. Patel, JD/MBA/CPA, Partner
Richardson & Patel, LLP
10900 Wilshire Blvd., Suite 500
Los Angeles, CA 90024
T: (310) 208-1182
E: npatel@richardsonpatel.com

Matthew Johnson
Mr. Johnson is a founding Principal of Gemini Partners, Inc., a boutique investment bank headquartered in Los Angeles, CA. Mr. Johnson has over fifteen years of investment banking and executive operational experience, with particular expertise in the healthcare and technology arenas. Prior to founding Gemini Partners, Mr. Johnson served as Chief Financial Officer for Ancillary Care Management, where he oversaw the financial operation of the company along with multiple rounds of venture capital financing. Mr. Johnson worked previously in investment banking for Prudential Securities and Credit Suisse First Boston in New York. He has financed and strategically advised a number of small and middle market companies across a wide array of industries. Mr. Johnson holds an M.B.A. from the Kellogg Graduate School of Management, Northwestern University and is a Chartered Financial Analyst (CFA) candidate.
Matthew Johnson, Principal
Gemini Partners Inc.
10900 Wilshire Blvd., Suite 300
Los Angeles, CA 90024
T: (310) 696-4001
F: (310) 696-4007
E: mjohnson@geminipartners.net

Kevin Leung
Mr. Leung is a partner specializing in corporate finance for publicly traded companies, mergers and acquisitions transactions and international transactions. Mr. Leung heads the Asian Practice Group at Richardson & Patel, one of the largest practice groups focused on Asian companies in the United States. The Group represents over 25 Asian companies that are public or are in the process of becoming public in the United States. We have clients operating in over 10 different cities in China, in South Korea and in Vietnam and have worked on numerous types of transactions such as private equity funding, Initial Public Offerings (IPOs), reverse merger transactions coupled with financing transactions (APO), PIPEs, follow-on and secondary financings, 144A transactions, setting up Special Purpose Acquisition Companies (SPAC), setting up joint ventures and acquisition transactions. The Asian Practice Group consists of 8 attorneys focused on representing Asian companies with full language capabilities (including communicating in Mandarin, Cantonese, Korean and written Chinese and Korean). Mr. Leung and his team travel to Asia frequently to visit clients and to do their own due diligence to ensure the quality of their clients. Through a vast network of contacts in Asia and in the United States, Mr. Leung is frequently able to match the capital needs of Asian companies with institutional investors, angel investors and investment bankers to facilitate capital raising transactions.
Kevin Leung – Partner at Richardson & Patel
Richardson & Patel, LLP
10900 Wilshire Blvd., Suite 500
Los Angeles, CA 90024
T: (310) 208-1182
E: kleung@richardsonpatel.com

Russ Nudelman
Mr. Nudelman is a Vice President in the investment banking department at ROTH Capital Partners. He has experience advising clients on corporate finance and M&A transactions across a variety of sectors. Prior to joining ROTH, Mr. Nudelman spent close to ten years practicing corporate and intellectual property law at several prominent law firms and entertainment companies. He received his B.S in Speech from Northwestern University and has JD from the University of Florida College of Law.
Russ Nudelman, Vice President Investment Banking
ROTH Capital Partner
11100 Santa Monica Blvd. Suite 550
Los Angeles, CA 90025
T: (310) 445-5872
E: rnudelman@roth.com

Dean Yamagata
Mr. Yamagata is Partner In Charge of the audit department and has 27 years of experience in public accounting at Moore Stephens Wurth Frazer and Torbet, LLP specializing in auditing and accounting of closely held and publicly traded companies, municipalities, non-profit organizations and manufacturing and distribution companies. Mr. Yamagata also has experience in consulting and accounting engagements in connection with public offerings. He has traveled to Mainland China and Hong Kong for the past 8 years as partner in charge of certified audits of Chinese Companies registered on the US stock market. Mr. Yamagata has experience in the areas of financial projections, restructure of debt, preparation of budgets, due diligence work and other management services.
Dean Yamagata, CPA - Managing Partner
Moore Stephens Wurth Frazer and Torbet, LLP
1199 S. Fairway Dr. Suite 200
Walnut, CA 91789
T: (909) 594-2713
E: dyamagata@mswft.com

Terence Chiu
Mr. Chiu is a partner of Li & Partners. Mr. Chiu's areas of practices include securities law, corporate finance, mergers and acquisitions, venture capital and private equity investments, listed companies compliance, information technology projects and direct investment in the PRC. He has advised a number of companies intended to be listed in Hong Kong and overseas stock exchange (including USA, Canada and Singapore). He has also advised various local, regional, and international clients on matters related to corporate law, private equity investments, cross-border mergers and acquisitions and regulatory issues..

Apart from being qualified as a solicitor in Hong Kong, Mr. Chiu has been admitted as a solicitor by the High Court of England and Wales. He is also a China-Appointed Attesting Officer appointed by the Ministry of Justice of the PRC, a Civil Celebrant of Marriages appointed by the HKSAR, HKIAC Accredited Mediator, and fellow member of Hong Kong Internet Professional Association. Mr. Chiu is an Adjunct Associate Professor of the School of Professional and Continuing Education, University of Hong Kong.
Terence Chiu - Partner
Li & Partners
22/F, World Wide House
19 Des Voeux Road Central, Hong Kong
T: (852) 2501-0088
E: terencechiu@li-partners.com

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