The IPO Shell Game

NEW YORK (TheStreet -- The Jumpstart Our Business Startups Act (JOBS) envisioned helping emerging companies raise money without the cost and extensive reporting requirements typically expected of a company going public. The emerging growth designation has helped many up-and-coming businesses, but it has also spawned abuse of the system.

It isn't simple to find out which companies have chosen to call themselves an emerging growth company. The Securities and Exchange Commission is so overwhelmed with writing the rules around the JOBS Act that its website doesn't have a spot that lists these companies.

However, a search through S-1 filings for this wording in the text generates a list.

The list contains names of viable companies like Workday (WDAY) and Trulia (TRLA). Both successfully went public within the last few months and are the ideal candidates to benefit from such help. These are valid companies with real products and services. The staff is real and the CEOs are knowledgeable.

The list also contains some names of a different sort, New Life Bikes, Lake Play, Segway City , Book It Local, Easy Buy Plus and Tarheel Billboard. My favorite? American Critter College. This is an obedience training school for animals. New Life is stationary exercise bikes. Segway City claims to be getting into the segway tour business and Lake Play wants to rent house boats. What do they all have in common? None are currently operating and they are all shell companies.

All of these companies share the same counsel that prepared the boilerplate S-1 filings. They also share the same auditor. Nothing wrong with that. They even share the same bad do-it-yourself web page design.

Some of the information online raises questions. For instance, the website for Tarheel Billboards lists its contact address as 555 Somewhere St.

Then there's New Life Bikes, which lists Tom Schwinn as name of its contact. Creativity isn't in abundance with this group.

The filings also reveal the CEOs for these companies have no knowledge of their companies, no experience running these companies and all state they'll work less than 20 hours a week at their new company. That's comforting. A quick call was placed to one of the CEOs, Stephen Keller of New Life Bikes to ask why would you be a CEO if you know nothing about bikes?

Keller's response: " You'll have to talk to Garvin Capital, they set this up."

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