Reverse Merger Accounting Disclosure by xqp13895


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									 The First Time The Reverse
Merger Conference is in Toronto

 Learn all about CPC’s in Canada

Meet with Canadian Investors

                June 29 – 30                   The Four Seasons                       Toronto

 Featured Speakers
             AVI SHACHAR                                               CHRISTOPHER STONE
             Detek Investigative Group                                 FINRA Transparency Services
             A former Lieutenant Colonel with the                      Department
             Israeli intelligence, Avi is a recognized                 Chris Stone is responsible for managing
             expert on intelligence, early warning,                    business projects and initiatives related to
 terrorism and securities fraud. He is one of the         FINRA’s equity market transparency facilities – the ADF,
 founding members and Senior Intelligence Analyst of      OTCBB, ORF, and FINRA’s exchange TRFs. He’ll
 the Joint Securities Intelligence Unit at the Ontario    participate in a panel discussing “U.S. Legal and
 Securities Commission. He’ll give a presentation on      Regulatory Issues.”
 “Exploiting the Canadian Regulatory Landscape.”

                                                                      JOHN MCCOACH
              ANDREW RICHARDSON                                       TMX Group
              British Columbia Securities Commission                  John is responsible for all operations and
              Andrew Richardson is the Deputy Director,               strategy for TSX Venture Exchange across
              Corporate Finance at the British Columbia               Canada. Previously, he served as a
              Securities Commission. He leads the group   Governor of the Vancouver Stock Exchange. John was
 that monitors prospectus filings, other offering         a founding Director of the Canadian Venture Exchange
 documents, corporate disclosure and insider reports.     and served from 1999 through 2001, when CDNX was
 He’ll give a presentation on “The Canadian Regulatory    acquired by Toronto Stock Exchange. He’ll give a
 Landscape.”                                              presentation on “The State of the Canadian Market.”

                Register today at or call (516) 876-8006
                                  The Reverse Merger Conference Faculty

» MATT ADLER, DLA Piper                                           » SCOTT KLINE, Pillsbury Winthrop Shaw Pittman
» TIM BABCOCK, TSX Venture Exchange                               » CHARLES LI, Han Kun Law
» PHILIP BENSON, Fraser Mackenzie Limited                         » MICHAEL MACPHAIL, Holme Roberts & Owen
» DREW BERNSTEIN, Bernstein & Pinchuk                             » GORDON MCBEAN, Euro Pacific Capital
» JOHN BORER, Rodman & Renshaw                                    » JOHN MCCOACH, TSX Venture Exchange
» BRAD CARLSSON, Rodman & Renshaw                                 » COREY MITCHELL, Trilion Growth China
» ROBERT CASTLE, Northland Securities                             » ROBERT MUNRO, The Chrysalis Capital Group
» MICHAEL CHRISTIANSEN, WestPark Capital                          » MITCH NUSSBAUM, Loeb & Loeb
» JAMES CLARE, Fraser Milner Casgrain                             » SEAN O’NEILL, Lang Michener
» CROCKER COULSON, CCG                                            » RUBIN RAPUCH, Fasken Martineau DuMoulin
» KARL D’CUNHA, Houlihan Smith & Co.                              » CATHERINE RATELLE, Evotech Management Corporation
» RALPH V. DE MARTINO, Cozen O’Conner                             » RICHARD RAYMER, Hodgson Russ
» LARRY EASTLAND, LEA Capital Advisors                            » ANDREW RICHARDSON, British Columbia Securities
» HENRY FAHMAN, PHI Group                                           Commission
» DAVID FELDMAN, Feldman LLP                                      » RON SCHMEICHEL, JJR Capital
» RICHARD FRIEDMAN, Sichenzia Ross Friedman Ferrence              » AVI SHACHAR, Detek Investigative Group
» ADAM GOTTBETTER, Gottbetter Partners                            » STEVE SIESSER, Lowenstein Sandler
» GREGG JACLIN, Anslow + Jaclin                                   » CHRIS STONE, FINRA

                  June 29 – 30                       The Four Seasons                           Toronto

 Registration Information                                                     Pre-Conference Welcome Reception
 When: June 29 & 30
 Where: The Four Seasons Toronto
          21 Avenue Road
          Toronto, ON, Canada, M5R 2G1                                        TSX Venture Exchange invites you to a
 Registration: US $1,495                                                      Pre-Conference Networking Reception.
               On-site Registration US $1,695
 Subscribers to The Reverse Merger Report will receive                        Join TSX Venture Exchange on the eve of The
 a 2-for-1 coupon.                                                            Reverse Merger Conference, as they welcome
                                                                              conference attendees to Canada.
Continuing Education Credits
                                                                              Monday, June 28
                    The application for accreditation of The Reverse          6:00 – 8:00 PM
                    Merger Conference 2010 is currently pending in            The Four Seasons Toronto – 32 Floor
                    New York State. A certificate of attendance will be
                    sent to you upon your successful completion of            To Register for the Reception Contact:
                    the program.                                              Maureen Butcher
                                                                              TSX Venture Exchange
                    If you are a practicing attorney outside of New           Phone: (416) 947-4213
                    York we will gladly file for CLE credits in your          Email:
                    respective state.

                 Register today at or call (516) 876-8006
Tuesday, June 29, 2010
Registration, Breakfast & Networking                                                         Networking Luncheon
8:00 - 9:00 AM                                                                                  12:45 - 1:45 PM
                                                                                                   Sponsored by
The State of the Canadian Market
9:00 - 9:30 AM
This session provides a backdrop for the event by giving an
introduction of the Canadian market and an analysis of current
statistics, activity and trends. The presentation also examines U.S.
activity and participation in the market while outlining the value
                                                                        U.S. Legal & Regulatory Update
proposition for U.S. and international companies.
                                                                        1:45 - 2:35 PM
SPEAKER: JOHN MCCOACH, President TSX Venture Exchange
                                                                        Will the recent flurry of proposed regulation have an impact on
                                                                        the market? This panel explores US OTC regulatory developments
Cross-Border Financing Opportunities: Tapping Canadian
                                                                        focusing on trading, market structure and corporate actions
Investors for Capital
                                                                        processing issues. Panelists examine current FINRA initiatives
9:35 - 10:25 AM
                                                                        such as the Quotation Consolidation Facility (QCF), the
Companies planning to go public have a variety of options for
                                                                        extension of Regulation NMS principled rules to the OTC Equity
raising capital, including using PIPE financing at the time of a
                                                                        space, and FINRA Uniform Practice Code changes.
reverse merger. This panel examines the opportunities available
                                                                        MODERATOR: RALPH DE MARTINO, Cozen O’Conner
for cross-border financing, and what you can do to attract
                                                                        PANELISTS: ADAM GOTTBETTER, Gottbetter Partners;
Canadian investors to your deal.
                                                                        MICHAEL MACPHAIL, Holme, Roberts & Owen; CHRIS
                                                                        STONE, FINRA
PANELISTS: PHILIP BENSON, Fraser Mackenzie Limited; KARL
D’CHUNA, Houlihan Smith & Company; RUBIN RAPUCH,
                                                                           Featured Presentation: The Canadian Regulatory
Frasken Martineau DuMoulin; STEVE SIESSER, Lowenstein
                                                                           2:40 - 3:10 PM
                                                                           This presentation gives an update of the key elements of
Networking Break
                                                                           the regulatory landscape in Canada. Topics include an
10:30 - 10:50 AM
                                                                           update on the recent impacts of BC Instrument 51-509
                                                                           which targets disclosure and other activities of US over-
The Capital Pool Company Program: Canada’s Alternative
                                                                           the-counter issuers, and provides an update on the
Listing Option
                                                                           national regulator initiative. This session also examines
10:55 - 11:45 AM
                                                                           National Instrument 43-101, and how this project will
Canada’s Capital Pool Company program offers investors and
                                                                           improve and streamline disclosure requirements for issuers
companies a clean public vehicle, growth capital and support in a
                                                                           involved in mineral exploration projects.
market with comprehensive listing standards. This panel gives an
                                                                           FEATURED SPEAKER: ANDREW RICHARDSON,
overview of the program and process, the pros and cons of the
                                                                           Deputy Director, Corporate Finance, British Columbia
different types of transactions and the after-market strategies.
                                                                           Securities Commission
                                                                        What Is the Value of Form 10 Shells?
MUNRO, The Chrysalis Capital Group; RON SCHMEICHEL, JJR
                                                                        3:15 - 4:05 PM
                                                                        As the marketplace begins to understand their value, more law
                                                                        firms and Chinese players are setting up Form 10 Shells. The SEC
Recovery in China: Exploring Market Activity and Current
                                                                        continues to favor them, as do Nasdaq and NYSE Amex, but
                                                                        others criticize them as mostly useless. This panel examines the
11:50 - 12:40 PM
                                                                        benefits and drawbacks of using a Form 10 shell for a reverse
Twenty Chinese companies came to market via reverse mergers in
                                                                        merger transaction.
the first quarter. Still others have taken on follow-on financings or
                                                                        MODERATOR: DAVID FELDMAN, Feldman LLP
jumped to higher exchanges. Deal sizes are growing across the
                                                                        PANELISTS: MICHAEL CHRISTIANSEN, Westpark Capital;
board, and changes occurring in the industry show maturation,
                                                                        CATHERINE RATELLE, Evotech Management Corporation
sophistication and diversity. This panel examines the recent trends
and market activity in China and what this means for the reverse
                                                                        Frontier Markets: Exploring International Deals Outside of the
merger business.
                                                                        U.S. and China
                                                                        4:10 - 5:00 PM
                                                                        Pioneering in a new market is not for the weak. In particular, just
Euro Pacific Capital; COREY MITCHELL, Trillion Growth China;
                                                                        the documentation of the deal is enormously time consuming as
                                                                        the laws of each country need to meld with the U.S. laws. In many

                  Register today at or call (516) 876-8006
cases, there are no laws at all covering the reverse merger, and no   Legal Aspects of the Capital Pool Company Program
concept of what it means. This panel examines how to educate the      11:50 - 12:40 PM
client, the legal team, the government and the auditor, while         This panel discusses specific legal issues related to the Capital Pool
exploring the markets in Cambodia, Singapore, Vietnam and             Company program. Panelists examine listing and audit
India.                                                                requirements, disclosure statements and other important legal
MODERATOR: RICHARD FRIEDMAN, Sichenzia Ross                           issues.
Friedman Ferrence                                                     MODERATOR: TIM BABCOCK, TSX Venture Exchange
PANELISTS: BRAD CARLSSON, Rodman & Renshaw; LARRY                     PANELISTS: JAMES CLARE, Fraser Milner Casgrain; Additional
EASTLAND, LEA Capital Advisors; HENRY FAHMAN, PHI                     Panelists TBA
Group; GREGG JACLIN, Anslow & Jaclin
                                                                                            Networking Luncheon
             The Reverse Merger Cocktail Reception                                             12:45 - 1:45 PM
                         5:15 - 6:45 PM
                                                                                                  Sponsored by

Wednesday, June 30, 2010
Registration, Breakfast & Networking
9:00 - 10:00 AM                                                       What is the Future of the Bulletin Board PIPE?
                                                                      1:45 - 2:15 PM
Recent Trends: Deal Terms, Pricing, and Analysis from                 With the lack of liquidity on the Bulletin Board, what can unlisted
DealFlow Media’s Reverse Merger Database                              companies do to raise capital? This presentation explores current
10:05 - 10:35 AM                                                      challenges for small-market cap issuers, and examines if we are
This session presents data from DealFlow Media’s proprietary          seeing the end of the Bulletin Board PIPE.
Reverse Merger Database. We’ll explore the data behind the            SPEAKER: JOHN BORER, Rodman & Renshaw
current trends driving the reverse merger and alternative IPO
market including deal mechanics and financing terms.                  Deal Planning for a CPC Reverse Merger
SPEAKER: BRETT GOETSCHIUS, DealFlow Media                             2:20 - 2:50 PM
                                                                      This session examines all of the elements necessary to properly
   Featured Presentation: Exploiting the Canadian                     plan for a CPC, including distribution requirements, valuation,
   Regulatory Landscape                                               founders shares, seed shares, escrowed Principals’ shares, the
   10:40 - 11:10 AM                                                   effective use of exemptions, finder’s fees and new policy changes.
   Mr. Shachar was one of the founding members and Senior             The presentation also features an emphasis on China specific
   Intelligence Analyst of the Joint Securities Intelligence Unit     considerations including corporate governance, SAFE registration
   at the Ontario Securities Commission, a unit that was              requirements, market considerations and liquidity.
   created jointly with the RCMP to combat organized                  SPEAKER: SEAN O’NEILL, Lang Michener
   criminal activities in the North American capital markets.
   This presentation explores organized crime and financial           China: Listing Options on China’s Domestic Stock Exchanges
   fraud in the Canadian capital markets. The session also            2:55 - 3:45 PM
   examines Canada’s divided regulatory landscape, and why            China’s domestic stock markets have grown rapidly since their
   the country needs a National Securities Regulator.                 inception and have become an increasingly important emerging
   FEATURED SPEAKER: AVI SHACHAR, Detek                               market. This session examines how these exchanges are helping
   Investigative Group                                                small and mid-size companies raise money and list shares publicly
                                                                      on a domestic venue. Panelists will examine the listing
Accounting: Financial Statement Requirements                          requirements, the benefits to Chinese companies and the possible
11:15 - 11:45 AM                                                      effect on the U.S. reverse merger business.
When a company is contemplating a reverse merger transaction,         PANELISTS: MATT ADLER, DLA Piper; SCOTT KLINE,
there are many complex accounting issues and requirements to          Pillsbury Winthrop Shaw Pittman; Additional Panelists TBA
consider. This presentation discusses topics related to
‘determining the buyer’, financial statement requirements and         Closing Remarks
                                                                      3:50 PM
timing of filings, along with accounting and financial statement
reporting of foreign acquisitions by U.S. companies.
SPEAKER: DREW BERNSTEIN, Bernstein & Pinchuk

                 Register today at or call (516) 876-8006
                                             Exchange Sponsor

                                            Luncheon Sponsors

                                            Marketing Sponsors

                                          Promotional Sponsors

The Four Seasons is located in the heart of Yorkville, Toronto’s fashionable
dining, entertainment and shopping quarter, and is only minutes from the
business district.

We’ve reserved a limited number of discounted rooms for conference
attendees, so make your reservations early before the room block sells out.
You can reserve your room by calling The Four Seasons directly at
(416) 964 - 0411 and mentioning “The Reverse Merger Conference.”

            Register today at or call (516) 876-8006
                                                              “DealFlow Media brings together the sharpest minds to
                                                              offer up-to-the-minute insight on the legal, regulatory
                                                              and market conditions that impact the market.”
                                                                                       – John Borer, Rodman & Renshaw

                                                              “The best networking of any conference that I have
                                                              attended in the past several years.”
                                                                                        – Jim Chapman, Nixon Peabody
                                                                HE EVERSE      ERGER    ONFERENCE

                    June 29 – 30                        The Four Seasons                   Toronto


     Register me for The Reverse Merger Conference ($1,495)
                                                               DealFlow Media, Inc.
                                                               P.O. Box 122
       Subscribers to The Reverse Merger Report will
                 receive a 2-for-1 coupon.
                                                               Syosset, NY 11791

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Telephone____________________Fax __________________


4   Easy ways to register
    Phone: (516) 876-8006 Fax: (516) 876-8010
    Mail: DealFlow Media, P.O. Box 122 Syosset, NY 11791

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