The Reverse Merger Wire

SRKP 19, a Form 10 shell created by Los Angeles investment bank WestPark Capital, agreed to a share exchange with British Virgin Island-based NIVS Holding Company Limited and Niveous.

Niveous will exchange all of its shares for 27.6 million shares in SRKP 19. The shell will cancel 4.76 million shares and 6.32 million warrants before the exchange is complete. There are expected to be about 38.2 million shares outstanding at the deal's close.

Niveous is the parent of NIVS International (Hong Kong) Company, Limited, a Hong Kong corporation, which controls nearly all of NIVS (Huizhou) Audio and Video Tech. Co., a Chinese company.
Filing: SC14F-1

A Form 10 shell controlled by AFH Holding & Advisory, a Los Angeles investment and consulting firm, plans to raise $15 million as part of a reverse merger with two British Virgin Island companies.

The exchange calls for the shell to issue 36 million shares to Newry Invest & Trade for all the equity in LYH Acquisition Corp. The deal will give Newry a 90% stake in the shell.

Following the deal's close, the company plans to offer up to $15 million in equity at a pre-transaction valuation of $80 million to accredited investors.

Newry's percentage of ownership could be reduced depending on the actual size of the placement.
Filing: SC14F-1

Legacy Technology Holdings completed a one-for-two reverse stock split in preparation for a merger with World Peace Technologies, a military technology developer.

Colorado Springs, Colo.-based World Peace will be acquired by Legacy in exchange for nearly all the stock in the shell company.

The final closing of the transaction is subject to receipt of audited financial statements from World Peace, which is anticipated soon, according to filings with the Securities and Exchange Commission.
Filing: 8-K

James Fitzsimons acquired 95% stake in shell company CH4 Energy in exchange for 3,522 acres of oil and gas land leases in Oklahoma.

CH4 issued to Fitzsimons 2.54 million shares and a $458,050 promissory note with 9.5% interest, valuing the transaction at $521,500. The note is payable on demand.

CH4 agreed to pay all outstanding costs and fees associated with the assets as part of the deal. Fitzsimons provided an interim loan of $116,000 to the company.
Filing: 8-K

Cody Resources, a failed mineral exploration company, exchanged about 84% of its shares for all the equity in health food maker ChromaDex Corp.

ChromaDex makes products for the dietary supplement,  food and beverage, and cosmetic markets. The company generated $4.75 million in 2007 revenues, a 33% increase from the previous year. Its net loss narrowed to $189,875 from $1.28 million. 

ChromaDex is seeking to raise $6 million in private placements. It has already raised $3.57 million between January and May.

The law firm of Manatt, Phelps, & Phillips, LLP advised on the deal.
Filing: 8-K

Team Nation Holding Corp., a distressed asset manager, acquired all the shares of Suncross Exploration Corp. in exchange for 25 million of its shares.

Suncross completed a 19-for-1 forward stock split leaving 224.64 million shares and then cancelled 203.87 million shares as part of the merger.

The company also raised $477,501 in a private placement of 636,669 shares to 21 investors.

Suncross will now specialize in distressed asset acquisitions, fund management, management services for title companies, and title production services. It plans to change its name to Team Nation Holdings Corp.
Filing: 8-K

Donald Kello sold 3 million shares in Guinness Exploration to Michael Juhasz for $20,000, giving Juhasz a 54.3% stake in the shell company.

Guinness owns a property in Saskatchewan, Canada, which the company says it will explore for uranium.

Kello resigned all his executive positions with the company and was replaced by Juhasz.
Filing: 8-K

Apollo Medical Management, a Glendale, Calif., medical management company, reverse merged with the shell Siclone Industries.

Siclone issued about 82% of its shares to Apollo. The shell's former CEO and current director Paul Adams cancelled 9.9 million shares.

Apollo generated $90,500 in revenue in its fiscal year ending Jan. 31, and posted a net loss of $154,462.

Andrea Cataneo, an attorney with the New York law firm of Sichenzia Ross Friedman Ference, advised on the merger.
Filing: 8-K

Croff Enterprises, a Beverly Hills, Calif.-based shell, hired Terrace Lane LLC to play matchmaker. If Terrace Lane hasn't located an acceptable merger partner for the shell by June 17, 2009, then Terrace Lane will have to cancel 250,000 of the 646,000 shares it owns in Croff.

Terrace Lane currently has a 63.5% stake in Croff after purchasing 146,000 shares on June 17 for $163,579 from Gerald Jensen, Julian Jensen, Jensen Development Co., Jenco Petroleum Corp., and C.S. Finance.
Filing: 8-K

Penfold Capital Acquisition Corp., a capital pool company, agreed to merge with PBS Coals Corp., a private British Columbia-based company that owns a majority stake in a Pennsylvania mining operation.

A capital pool company (CPC) is a form of small, blank check company that trades on the TSX Venture Exchange. CPCs have piqued the interest of U.S. reverse merger players after the Plano, Texas, consultancy Halter Financial Group recently spearheaded a $50 million transaction with a CPC.

Penfold and PBS are planning a private placement to raise at least $70 million. Existing shareholders of PBS could choose to sell a portion of their holdings in the placement, potentially bumping the deal up into the $300 million range, Penfield said in a statement.

Source: Press Release

A Chinese company that produces sesame seeds and vitamin-infused bottled water completed a reverse merger with the shell AirtimeDSL.

In the merger, Beijing Happy Vitamins Trading Co. acquired 62% of the shares in AirtimeDSL, a former broadband wireless access provider.

AirtimeDSL's controlling shareholder, Ed Heckerson, cancelled 16 million shares as part of the deal.

Beijing Happy Vitamins had about $239,000 in revenues in 2007, with a net loss of nearly $11,000. The company plans to expand its beverage operations this year, it said in a filing with the Securities and Exchange Commission.

The Las Vegas, Nev., law firm of Thomas C. Cook & Associates advised on the merger.
Filing: 8-K

Florida-based MutuaLoan Corp. said in a company statement that it acquired a controlling interest in Pink Sheet shell company Global Link Technologies.

The company plans to change Global Link's name and trading symbol to reflect this acquisition as well as an upcoming reverse merger with the company.
Source: Press Release

A Chinese computer component manufacturer that recently closed a reverse merger raised $5.8 million in a convertible note financing.

SJ Electronics issued notes that have a one-year term and 15% coupon payable at maturity. Notes are convertible into common stock at $1.30. SJ Electronics' stock recently closed at $2.

The financing comes about three months after the company completed a reverse merger transaction with Shing Mei Enterprises.

It will use the funds for working capital, which will allow SJ Electronics to increase production to meet demand for orders, it said.

Investment banking firm Primary Capital and the law firm of Guzov Ofsink worked on the financing and merger.
Filing: 8-K

A shell company controlled by Phillip Frost plans to merge with orthopedic medical device company Cardo Medical and later relist on the American Stock Exchange.

Frost, the former chairman and chief executive officer of IVAX Corp., and others also invested $9.5 million in Cardo Medical as part of the agreement. Certain other investors will make up to an additional $4 million investment in the Los Angeles, Calif.-based company before the merger is closed in the third quarter.

The company will use the funds to purchase outstanding equity interests in three companies it currently has holdings in, and to accelerate its research and product development.

Frost and a group of investors purchased a 51% stake in Clicknsettle.com for $1.33 million in mid-March. The shell's stock, which was trading at $2.60 after news of Frost's purchase became public, closed at $1.40 on June 23.
Source: 8-K

WestPark Capital, a Los Angles, Calif., boutique investment bank, completed its fourth WRASP transaction on June 23, listing Hong Kong Highpower Technology on the American Stock Exchange.

The company listed 603,750 shares at $3.25, exercising its over-allotment.

A WRASP combines a reverse merger with a Form-10 shell and a PIPE that allows the post-merger company to list directly on AMEX.

Hong Kong Highpower merged with SRKP 11 in November 2007. It raised $3.12 million at the time of the merger in a private placement.

The company makes nickel metal hydride and Lithium-ion batteries used in many electronic devices.
Source: Press Release

Blue Vista Technologies, a Toronto-based environmental cleanup company, says its proposed reverse merger with Tag Industries has been called off.

Blue Vista did not say why the deal was cancelled, but Tag Industries will pay a breach fee of $25,000.

Tag was supposed to raise $1 million to $1.5 million in a private financing as part of the merger.

Blue Vista makes plasma-based systems to destroy hazardous wastes.
Source: Press Release

Tianjin Yayi Industrial Co., a Chinese company that sells goat milk products, completed a share exchange with a shell company controlled by Utah-based reverse merger firm Tryant LLC.

The company also raised $1.3 million in a private placement of 8% convertible notes and warrants, arranged by WestPark Capital.

The company continues to trade as Ardmore Holding Corp.

The company paid Tryant $200,000 and issued the firm a $250,000 note secured by 500,000 shares. Tryant also received warrants to buy 185,185 shares at an exercise price of $1.35.

The company's stock closed at $1.10 on June 16.
Filing: 8-K

Fu Qiang, the president of Heilongjiang Hairong Science & Technology Development Co. in Harbin, China, purchased a 64.3% stake in shell company Maui General Store for $593,406.

Qiang develops software and information technology networks.

Richard Miller, who had headed up the shell prior to the sale, resigned.
Filing: SC14F-1

New York-based Vision Capital Advisors invested $15 million in a Chinese company that makes ceramic valves for industrial use.

The investment was part of a reverse merger transaction between Sheng Kai (Tianjin) Ceramic Valves Co. and Southern Sauce Co., a shell company controlled by Vision prior to the merger.

Aegis Capital Corp. acted as placement agent. The law firms of Loeb & Loeb and Sichenzia Ross Friedman Ference advised on the transaction.

Vision, which now holds about a 10% stake in the company, received 5.92 million units each consisting of one convertible preferred share and 1.2 common share warrants. Each share converts to common stock at $2.54. The company's stock closed at $2.40 on June 16.

Vision and Lomond International purchased an 88% stake in Southern Sauce for $635,000 in late February.
Filing: SC14F-1

Dragon Food & Beverage Import & Export Co. acquired an 82.7% stake in Diamond Powersports, a company that sold aftermarket motorcycle accessories.

Golden Dragon, a Chinese company based in Florida, plans to launch a logistics business focusing on warehouse management systems and third-party logistics. It will discontinue Diamond's motorcycle parts business.

JPF Securities Law, a firm based in North Carolina, advised on the deal.

Golden Dragon agreed to pay off $200,000 in Diamond Powersports' liabilities and paid Lashae LLC $28,000.
Filing: 8-K