The Reverse Merger Wire

E-18 Corp. completed an exchange of almost 78% of its stock on June 25 with Minneapolis-based SquareOne Medical, a maker of hypodermic needles.

Former officers and directors of E-18 canceled 15 million shares they held in the company.

E-18, based in Israel, registered with the Securities and Exchange Commission in February 2008 to launch a business making home biodiesel processing kits. It had no customers or revenues, according to its latest annual financial filing.

The Manalapan, N.J. law firm of Anslow & Jaclin advised E-18 on its registration.

Filing: 8-K

A group of investors in HSM Holdings sold their entire stake in the shell company on June 19.

G. Darcy Klug purchased a total of 10 million shares from Anthony Hu, Simone Crighton, and Robert Young for $40,000 in cash.

The three investors had purchased the shares for $30,000 in 2006 from its former chief executive, Michael Raleigh. Raleigh was 19 years old at the time and working in his father's firm, Raleigh Financial Services, while attending the University of British Columbia, according to a filing. HSM had registered with the Securities and Exchange Commission just a few months before the sale as a blank check company.

The Manalapan, N.J., law firm of Anslow & Jaclin has advised HSM since its registration. Chamberlain, Hrdlicka, White, Williams & Martin in Houston advised Klug in the purchase.

Filing: 8-K

A company that launched last year to make women's leisure wear has agreed to acquire Entest Biomedical from San Diego-based Bio-Matrix Scientific Group.

JB Clothing Corp. will issue 10 million shares to Bio-Matrix in exchange for Entest, a stem cell research company. Rick Plote, JB's current shareholder, will return his 10 million shares and resign from his positions as the company's director and chief executive. Bio-Matrix chief executive David Koos will head up the combined company.

Henderson, Nev.-based JB Clothing never generated any revenues. It registered with the Securities and Exchange Commission in November with the assistance of Joseph Lambert Pittera, a Torrance, Calif., attorney.

Filing: 8-K

Canusa Capital Corp. completed a share exchange with DecisionPoint Systems Holding, a Foothill Ranch, Calif., enterprise software company.

DecisionPoint exchanged all of its shares for 20 million shares in Canusa on June 18. The combined company changed its name to DecisionPoint Systems.

Canusa, a development-stage mineral exploration company, had been sold to corporate attorney Nicholas Toms on April 28. Toms purchased 1.5 million shares from the shell's majority stockholder, Athanasios Tsiodras, for $250,000, or 55 cents each, giving Toms a 60% stake in the company.

Stock in Canusa hadn't traded at the time since 2003, when it closed at 18 cents.

Toms, a former attorney with Skadden, Arps, Slate, Meagher & Flom, became chief executive, president and chairman of the shell and continues to head up the merged company, retaining a stake of nearly 10% in DecisionPoint.

North Star Trust Co., the company's employee stock ownership plan, controls more than 43% of its shares.

DecisionPoint makes enterprise software and wireless and mobile computing systems for front-line employees. The company lost $400,000 in the first quarter as revenues declined to $11.7 million from $13.1 million in the year-earlier quarter. The company said that sales decreased because of the general economic decline in the U.S.

Canusa stock closed at $1.75 on June 23.

The New York law firm of Sichenzia Ross Friedman Ference advised on Toms' purchase and the merger.

Filing: 8-K

A company that makes products for "smart homes" completed a reverse merger with a shell company on June 16.

Shareholders in Orlando, Fla.-based PrismOne Group received about 5.5 million shares in the shell Bright Screens. PrismOne preferred shares were converted into an equal amount of Bright Screens preferred shares

Bright Screens held the exclusive worldwide license to a proprietary video screen technology called "optical channel plates." The company never earned any revenues and had a loss of almost $50,000 in its fiscal year that ended Oct. 31, 2008.

Carl Wimmer, the shell's sole officer and director, resigned from the company and canceled 50 million shares after receiving all of Bright Screens' assets and assuming its liabilities.

The company completed a forward split at the time of the merger.

PrismOne's shareholders received a 61.7% stake in the combined company.

PrismOne makes automated systems for buildings and homes to control functions including lighting, temperature, and alarms.

The company said it needs about $3.6 million to fully implement its business during the next year, but believes that it is generating enough revenue to fund itself.

PrismOne's revenue rose to $1.2 million in 2008 from $721,660 in 2007.

Samir Burshan, PrismOne's chief executive, is now the company's largest shareholder with about a 70% stake, including his convertible holdings.

Stock in Bright Screens hasn't traded.

Bryan Clark at the Las Vegas law firm of Cane Clark advised the shell in the merger.

Filing: 8-K

A shell company that had planned to acquire and build up mezzanine-stage companies instead completed a reverse merger on June 15 and spun off its business plan to its former shareholder and executive.

Consorteum Holdings, a shell formerly known as Implex Corp., exchanged almost 40 million shares for all of the equity in Consorteum Inc., giving the Markham, Ontario, payment processing company's shareholders an 85.3% stake in the combined company.

The shell's president, Richard Fox, returned 23 million shares in exchange for a business plan and concepts belonging to Implex.

Consorteum Inc. said it develops payment processing technologies for prepaid credit cards, with applications ranging from government welfare programs to golf course member loyalty rewards.

The company had a net loss of almost $1 million in the fiscal year ending June 30, 2008 as revenue rose to $223,627 from $8,830 the previous year. The majority of Consortium's revenue last year was earned from a single customer, the company said in a filing.

The new president of Consorteum, Quintin Rickerby, owns a 21% stake in the company.

Toronto attorney William Bateman and New York-based Sol V. Slotnik advised on the merger.

The shell was originally registered with the Securities and Exchange Commission in 2007 as Wellentech Services, a development-stage telecommunications equipment installer. The Manalapan, N.J., law firm of Anslow & Jaclin assisted with its filing.

Florida attorney Richard C. Fox acquired about a 75% stake in Wellentech the following year in exchange for the rights to a business concept and plan that he developed. Fox became the executive and director of the company.

Wellentech said it would spin off its telecommunication business and begin acquiring and building up mezzanine-stage companies that needed up to $2 million in funding. It would then spin out those businesses as stand-alone public companies, according to a filing.

Fox resigned from the company in its latest share exchange.

Filing: 8-K/A

World Logistics Services, a logistics and transportation company, has agreed to a reverse merger with the shell United Restaurant Management that is expected to be completed next week.

The Springville, Utah-based shell will issue two series of preferred stock to Kevin Brennan, president of World Logistics. Brennan will get 700,000 Series A shares and 500,000 Series B shares for $125,000.

Each Series A preferred share will be convertible into 10 common shares after 18 months. Series B shares will have the voting rights of 10 votes per share but will not convert.

Brennan has already paid $25,000 and will pay the remaining amount by issuing a six-month promissory note secured with the shares.

United Restaurant will buy back 2.2 million shares from the shell's executive, Steven White, and 1.4 million shares for two other shareholders prior to the merger.

Shareholders of World Logistics will control 60% of the voting rights in the combined company after the merger. Former shell owners will control 17% of its common stock.

White, an accountant in Utah, presently owns about a 36% stake in the company. Carey Birmingham owns about 30%.

White acquired 2.2 million shares from Birmingham in April 2008 for $20,000. White acquired another 3.5 million from Birmingham and then transferred 2.6 million to 1st Orion Corp. White became the sole officer and director at that time.

Birmingham forgave a line of credit owed to him by United Restaurant when he resigned from the company and canceled 66,667 warrants.

White also serves as a director on the boards of several other shell companies.

United Restaurant originally began its registration process with the Securities and Exchange Commission as International Test Systems in 1999 with the assistance of attorney Adam S. Gottbetter, who at the time was with the law firm of Kaplan Gottbetter & Levenson. International Test made test equipment for circuit boards.

The company continued to file amended registrations with the commission with advice from a succession of attorneys at several firms. It abandoned its business in 2003.

World Logistics provides supply chain logistics and transportation to midsized manufactures and distributors, according to a filing.

Stock in United Restaurant hasn't traded.

Filing: 8-K

CardioGenics, a Canadian company that makes diagnostic tests for the medical industry, is planning to go public in a reverse merger with shell company JAG Media Holdings next week.

JAG will exchange more than 422 million shares for nearly all of CardioGenics' equity. The deal will leave CardioGenics' shareholders with an 85% stake in the former financial and investment information company.

JAG said in a filing the merger is expected to be completed on June 30.

CardioGenics previously agreed to a $5 million equity line from Jersey City, N.J.-based Yorkville Advisors as part of the merger. The equity line shares are to be issued over the course of 36 months, after they are registered.

Shares in JAG have risen more than 54% since the company announced it signed a letter of intent to merge with CardioGenics on March 12. JAG shares closed at 27 cents yesterday.

Filing: SC14F-1

A company that says it will offer "day cruises to nowhere" completed a reverse merger with the shell Goldpoint Resources on June 12.

Goldpoint exchanged about 80% of its stock for all of the stock in Island Breeze International, a subsidiary of Miami-based Olympian Cruises.

Goldpoint, a former mineral exploration company, redeemed 2 million shares owned by its previous chief executive, Patrick Orr, and one other shareholder in exchange for a $600,000 convertible promissory note. The note matures on Sept. 12, unless Orr converts it into stock at $1 per share before then.

Shares of Goldpoint, which have doubled since the merger was completed, closed at 40 cents yesterday.

The shell also issued more than 6.5 million shares to Catino, S.A. to satisfy three convertible promissory notes issued by Island Breeze totaling more than $5 million. Catino currently owns more than a 17% stake in the merged company.

Joseph Cannella with the New York law firm of Eaton & Van Winkle advised on the merger.

Island Breeze plans to refurbish two sailing vessels that it will use for day cruises out of Florida, Texas and possibly Asia, according to a merger filing. The boats will offer gaming, restaurants and entertainment, it said.

The company said it believes it will need at least $16 million to launch its first vessel and another $20 million to launch its second vessel and expand its business.

Goldpoint, a Los Angeles-based mineral exploration company, owned an option to acquire a mineral claim in Clark County, Nev. Goldpoint registered with the Securities and Exchange Commission in 2007 with the assistance of Timothy Orr, a Spokane, Wash., attorney and brother to Patrick Orr.

Patrick Orr owned 95% of the shell at the time. Jameson Capital owned the remaining 100,000 shares.

The Orr brothers' father, James Orr, joined the company as secretary this February.

Filing: 8-K

Vapeco Holdings acquired a 52% stake in the shell company Miller Diversified Corp. from reverse merger consultancy Belmont Partners on June 9.

Miller Diversified had at one time run a commercial cattle feeding business, but sold off its assets in 2003 after recurring losses, according to an annual filing.

Belmont's founder, Joe Meuse, resigned from the shell as part of the purchase and was replaced by Kevin Frija.

Frija is a principal of InGear, a beach apparel, licensing and consumer products company. InGear has generated $180 million in revenues since 1990, according to a filing.

Belmont acquired Miller Diversified in April. The purchase price wasn't disclosed.

Filing: 8-K

Network 1 Financial Group, a Red Bank, N.J., broker-dealer, acquired a 66.2% stake in shell company International Smart Sourcing to go public on June 9.

Network 1 exchanged 1.3 million of its shares for 21.5 million shares in International Smart Sourcing, a former plastic component maker based in Farmingdale, N.Y.

Stock in International Smart Sourcing closed at 9 cents yesterday.

The company is changing its name to reflect the merger.

International Smart Sourcing sold its operating subsidiary in 2006 and began reporting to the Securities and Exchange Commission as a development-stage company.

The shell agreed to a merger with Network 1 in July 2008.

Network 1 refers to itself as an "introducing" broker-dealer, in a merger document.

Network 1 had $2.4 million in revenue for the nine months ended in March, up from $2.2 million in the year-earlier period. The company said the growth was due to a 69% increase in investment banking revenues, and a more than fourfold increase in investment advisory services revenue. Network 1 had a net loss of about $252,000 for the nine months ended in March, down from $282,000.

In April, Network 1 agreed to assist the shell company Future Canada China Environment with the sourcing of financing and acquisitions for the following six months.

Network 1 was paid 100,000 shares, under an April 1 agreement. Future Canada's stock last closed on Jan. 21 at $28.50, valuing Network 1's fee at $2.85 million.

Future Canada also agreed to pay an additional fee for any transactions Network 1 facilitates. The additional fee will be negotiated at that time.

Kristin Angelino with the New York law firm of Gersten Savage advised International Smart Sourcing, according to a merger agreement.

Filing: 8-K

Shell sponsor William Tay registered three new Form-10 shell companies with the Securities and Exchange Commission during the past week.

Mayquest Ventures, Greenstone Ventures and Winrock International are all controlled by Tay, according to their filings.

Tay is a business consultant, specializing in corporate and securities work with small and medium-sized companies. He has an office in Philadelphia.

Tay has created at least five such shell companies in the past month and controls a number of other blank check companies.

Filings: Form 10, Form 10, Form 10

A 29-year-old Miami message therapist, Colleen Foyo, is heading up two new Form-10 shells that registered last week with the Securities and Exchange Commission.

Bhakti Capital Corp. and Darshan Equity Investment each have 3 million shares outstanding, all of which are controlled by Noyo's integrative healing arts company, Willowhuasca Wellness.

The Miami attorney Michael Hoffman assisted with the registration of the shell companies.

Both Bhakti and Darshan have no operations are seeking merger partners.

In November, Willowhuasca sold its 90% stake in Alchemical Capital Corp. to Narayan Capital Funding Corp. for $10,000. Noyo stepped down as Alchemical's executive after the sale.
Filings: Form 10, Form 10

A mining company originally formed in 1927 registered with the Securities and Exchange Commission last week as a shell company.

Biolog Inc., a Liverpool, N.Y., company, has no operations and is currently looking for a merger partner.

The company was originally formed as National Treasure Mines Co. in Utah in 1927. It merged with Roskamp Manley Associates in 1986, but according to its registration document, failed to renew its business charter.

The company tried its hand at an operating business again in 1994 when it acquired two wells in Montana, but was dormant by the following year.

The shell has undergone a succession of name changes since then but has had no operations.

Joseph Passalaqua, of Liverpool, N.Y., owns a 62% stake in the company.
Filing: Form 10

A New York company that imports and wholesales alcoholic beverages completed a reverse merger with a shell company that formerly planned to offer mobile dog grooming.

Paw Spa, which was renamed Iconic Brands in anticipation of the June 10 merger, issued 27.2 million shares, or 63.3% of its stock, to Lindenhurst, N.Y.-based Harbrew Imports.

Paw Spa also issued one preferred share to Harbrew chief executive Richard DeCicco that grants voting rights equivalent to 85.8 million common shares. DeCicco also owns about 37% of the company's common shares.

Harbrew distributes liquor, wine and beer nationally and to retail locations in New York. The company said in a filing that it has an exclusive contract with actor Danny DeVito's Limoncello brand, which retails for about $30 a bottle on the Internet.

Spokane, Wash., attorney Conrad Lysiak assisted Paw Spa to register with the Securities and Exchange Commission in late 2007. The Golden, Colo.-based startup never fully launched its dog washing business and never generated any revenues, according to filings.

Iconic Brands is listed on the Bulletin Board but hasn't traded recently.
Filing: SC14F-1

Shell company Jamaica Jim Inc. completed a reverse merger with a company that creates electronic business cards on June 8.

Irvine, Calif.-based MyContactCard.com acquired 9.7 million shares of Jamaica Jim in exchange for all its equity. MyContactCard's former shareholders now own an 83% stake in the combined company after about 4 million shares in the shell were returned and canceled.

The law firm of Stoel Rives is acting as counsel to MyContactCard and Joseph I. Emas acted as counsel to the shell.

MyContactCard said in a merger filing that it creates, markets, and sells customizable electronic contact cards that can be adapted to all major email programs.

It said it has 5,000 free users but hopes to charge subscription fees for its services. For the fiscal year ended March 31, the company had $30,347 in revenue and a net loss topping $1.3 million. MyContactCard has raised about $804,000 through private placements.

Jamaica Jim registered with the Securities and Exchange Commission in 2007 to market sun tan lotions, apparel, cigars, and alcoholic beverages under the "Jamaica Jim" brand name.

The company never generated any revenues and had no assets besides a trademark, according to SEC filings.

Las Vegas attorney Thomas C. Cook assisted with its registration.

Belmont Partners, based in Washington, Va., purchased about 67% of the shell's stock from its president, James Sylvester, for $182,572 in March.

RedStone Communications purchased the 67% stake from reverse merger consultancy Belmont on April 17.

Jamaica Jim agreed to a merger with MyContactCard in late April after being purchased by Redstone.

Stock in Jamaica Jim hasn't traded recently.
Filing: 8-K

Reverse merger investors and bankers are looking to China for more deals as corporate profits rise there.

"China is fundamentally such a strong place," said Beau Johnson of Chinamerica Holdings, an investor in the region. "China is sitting on the world's biggest piggy bank -- $2 trillion in cash."

Johnson took part in a panel discussion on investment in China at DealFlow Media's Reverse Merger Conference 2009 yesterday in Las Vegas.

"Net incomes are going to the moon," said panelist Gordon McBean, head of capital markets with Darien, Conn., broker-dealer, Euro Pacific Capital. "But we have to be careful separating the wheat from the chaff."

McBean said he expects that industries that serve consumers will be hot as China develops more "safety nets" for its citizens. When consumers are confident that services, such as health care in each village, are available, they'll be able to spend more on goods and services, he said. Companies in the processed meat industry and makers of western-style manufactured foods and clothing could benefit, McBean said.

Alan Donenfeld, founder of Paragon Capital in New York, said he's seen a dramatic increase during just the last few weeks in interest from Chinese companies looking to do reverse mergers and financings in the U.S.

A company that turns garbage into fuel went public in a reverse merger with the shell company Maven Media Holdings last week after raising $509,000 in a private placement.

Maven Media issued 96% of its shares to Waste2Energy Inc., a Chula Vista, Calif., company that designs, builds and sells plants that convert solid waste that would otherwise be destined for the landfill into clean renewable energy, according to a merger filing.

Waste2Energy shareholders also received about 17.8 million warrants to purchase Maven common shares at prices ranging from 10 cents to 75 cents. Waste2Energy canceled all its shares and warrants in the transaction.

In the private placement, the company sold 254,500 units, each consisting of three shares and three warrants to purchase shares for $1.25 each. New York placement agent Charles Vista LLC received a commission of almost $51,000 for the PIPE, as well as a $15,269 expense account.

Stock in the company isn't yet trading.

Waste2Energy lost $5.5 million in the last nine months of 2008 on $2.7 million in revenue.

Christopher d'Arnaud-Taylor, the company's chief executive, owns 21% of its stock. Loch Carron LLC, controlled by Neil Sharp, owns 10%.

Filing: 8-K

Shell sponsor William Tay registered a new Form-10 shell company, Glacier Enterprises, yesterday with the Securities and Exchange Commission.

Tay, who is based in New York and Philadelphia, owns all of the stock in the blank check company and is the company's sole officer and director.

Tay has been involved in the rehabilitation of shell companies in the past, according to Glacier's SEC filing. He also controls a number of other Form-10 shells.

Filing: Form 10

Two investors purchased a controlling stake in Nasus Consulting after its information technology operations were spun-off to a former shareholder.

Russell and Lynn Desjourdy sold 800,000 unregistered shares, or about a 71% stake in the company, to Oleksandr Shalash and Ivan Hrubi for $212,020 on May 27.

Russell Desjourdy resigned from his executive positions at Nasus in exchange for all of its assets related to its IT services business.

Shalash and Hrubi are in negotiations to purchase an internet entertainment platform from a Luxembourg-domiciled company, according to a Securities and Exchange Commission filing.

Filing: 8-K