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TheStreet Open House

The IPO Shell Game

Okay, moving on to Garvin Capital. George "Trip" Critz of Garvin Capital set up these shell companies and a quick review of the current shareholders on all of the companies shows a repeating cast of characters. Critz says these businesses are the childhood dreams of these folks and he's just helping them put together a business plan. This is why they have no experience.

Okay, but don't most people then use their savings or a bank loan, or even just maybe start the business in their home or garage before asking the public for money? Not this group. They want the public to fund their folly.

It looks better to present the company to a potential investor by pointing out that the company has filed to go public. Critz noted that having a stock ticker helps generate financing. They can also note that existing shareholders don't plan to sell their shares. But that isn't to say the shareholders aren't planning on getting out. They'll just wait until the second round.

Some look to the SEC to ferret out these shell companies, but the SEC does not look at the merits of a company. As long as everything is disclosed and there are no lies, then the SEC passes no judgment.

As long as New Life Bikes says Keller knows diddly squat about bikes in its S-1 filing, then the SEC doesn't care. If Keller didn't exist then that would be another thing, but if he is a real person and is agreeing to be named CEO, then it's all good. It is buyer beware and up to the investor to read the filing and see the holes for themselves.

Tim Keating of Keating Capital believes these shell companies clog the bandwidth for the SEC. "It takes away from serious companies," he said. He believes there are roughly 200 zombie companies filing to go public.

"It's less about legitimacy and more about liquidity," Keating said. "If an investor believes there's an option for liquidity (going public eventually), then they have an exit strategy."

The lengthy filing makes them look like they're disclosing lots of information. However, when you do a side-by-side comparison of these companies you see that counsel Jillian Sidoti uses the same language for each with only minor changes. The offering sizes are identical, the one employee per company, the same growth strategies and planned milestones for the emerging growth company. Even the cast of characters is the same.

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