This Makes Me Want To Fight Someone: Dear America, You Cannot Possibly Be This Dumb
- Posted by kid dynamite
- on August 15th, 2012
Thanks to Matt Levine at Dealbreaker for this gem: “Great Idea Corp.” First, let me give you Levine’s prospectus excerpt:
“Great Idea Corp. was incorporated on November 4, 2011.
The Registrant intends to seek to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for its securities. The Registrant has no acquisitions in mind and has not entered into any negotiations regarding such an acquisition. Neither the Company’s sole officer, director, promoter nor any affiliates thereof have engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this registration statement.”
In case that’s not clear, this is a company with no business, and no current plans for business. So let’s check out the actual prospectus to see what else we can learn (all emphasis is my own):
“Great Idea Corp. (“Great Idea” or the “Company”) is offering on a best-efforts basis a minimum of 1,000,000 and a maximum of 4,000,000 shares of its common stock at a price of $0.025per share”
So it will only be 2 1/2 cents per share – that’s important, because that means that it only needs to go up 2 1/2 cents per share in order to give you a 100% gain on your investment! (Note: if you nodded and agreed with that previous sentence, please punch yourself in the face and don’t buy any more stocks until you educate yourself.)
“Great Idea Corp. (“Great Idea” or the “Company”), incorporated in the State of Nevada on November 4, 2011, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and has no operations to date. Other than issuing shares to its original shareholder, the Company never commenced any operational activities.
The Company was formed by Nishon Petrossian, the initial director, for the purpose of creating a corporation which could be used to consummate a merger or acquisition. Mr. Petrossian serves as President, Secretary, Treasurer and Director. Mr. Petrossian determined next to proceed with filing a Form S-1. Mr. Petrossian has no specific experience, qualification, attributes or skills to perform as a director of a blank check company nor in the acquisition of acquisition candidates. “
You’re still reading? Adding to the tally: this company has no business, no prospects, and a single employee with no experience or qualifications… or skills.
“As of the date of this prospectus, the company has 8,000,000 shares of $0.0001 par value common stock issued and outstanding and are all held by Nishon Petrossian our sole officer, director and shareholder. “
Ok, so the founder has 8mm shares… good to know.
“The Company is an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.”
does that matter?
“As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. “
About this time, I started to think this whole thing must be a joke… like it was some college kid’s thesis to see if you could register and sell absolutely positively ANYTHING. So I took the director’s name, Nishon Petrossian, and plugged it into the Wordsmith Anagram Maker to see if there might be any clues that it was indeed a joke. Possible anagrams, amongst the plethora of results:
“A Thesis Inn Pornos”
“A Noshes Prison Nit”
Inconclusive…. Let’s continue: RISK FACTORS (page 11):
“…While seeking a business combination, our sole officer and director, Mr. Petrossian anticipates devoting between five and ten hours per month to the business of the Company…”
“…The Company has not obtained key man life insurance on its officer and director. Notwithstanding the combined limited experience and time commitment of our sole officer and director, Mr. Petrossian, loss of the services of this individual would adversely affect development of the Company’s business and its likelihood of continuing operations. The Company has no other full or part time employees.”
This one is pure gold, and the caps are not mine – they are like that in the prospectus. Boldface is mine:
“MR. PETROSSIANS LACK OF EXPERIENCE MAY RESULT IN THE ACQUISTION OR ATTEMPTED ACQUISITON WITHOUT DISCOVERY OF ADVERSE FACTS WHICH MAY RESULT IN A FAILED ACQUISITION.
The company may not discover or adequately evaluate adverse facts about a potential opportunity or business acquisition given Mr. Petrossian’s lack of experience in the mergers and acquisitions field. Mr. Petrossian will run Google back ground checks on the potential officers and directors and examine the audited financials provided.”
“MR. PETROSSIAN MAY NOT PAY ALL THE EXPENSES OF THE OFFERING RESULTING IN THE FAILURE TO COMPLETE THIS OFFERING WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS . Mr. Petrossian has agreed to pay all the expenses of this offering however there is no enforceable agreement to this effect and thus in the event that Mr. Petrossian fails to pay all the expenses of this offering, the offering may not be completed resulting in the lack of success of the Company’s business plan.”
I have no idea what that means, but it sounds like it means that Mr. Petrossian can take your money and do whatever he wants with it.
“SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS MAY LIMIT POSSIBLE BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company is and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be desirable target candidates for the Company. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, the Company will also compete in seeking merger or acquisition candidates with numerous other small public companies.”
Translation: there are real companies with real resources and real skills trying to do the same thing we’re doing. At least we have the use of Google search….
“THE COMPANY’S BUSINESS ANALYSIS BEING DONE BY A NON PROFESSIONAL MAY INCREASE RISK OF POOR ANALYSIS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Analysis of business operations will be undertaken by our sole officer and director who is not a professional business analyst. Thus the depth of such analysis may not be as great as if undertaken by a professional which increases the risk that any merger or acquisition candidate may not continue successfully.”
At this point, I had to choke back my own vomit.
“THE ARBITRARY OFFERING PRICE MEANS THE SHARES MAY NOT REFLECT FAIR MARKET VALUE.. The Offering Price of the Shares bears no relation to book value, assets, earnings, or any other objective criteria of value. They have been arbitrarily determined by the Company. There can be no assurance that, even if a public trading market develops for the Company’s securities, the Shares will attain market values commensurate with the Offering Price.”
It’s F*CKING RANDOM! You think Facebook’s IPO was priced richly? A high valuation is better than a random one! Are you such a greedy pig that you’re STILL thinking about buying some of this? No – of course not – otherwise you wouldn’t be a reader of my blog.
“IF THE COMPANY LACKS SUCCESSFUL MARKETING EFFORTS THIS MAY RESULT IN FAILURE OF THE BUSINESS. One of the methods the Company will use to find potential merger or acquisition candidates will be to run classified ads in the Wall Street Journal and similar publications periodically seeking companies which are looking to merge with a public shell. Other methods included personal contacts and contacts gained through social networking. There is no evidence showing that these methods of identifying a suitable merger opportunity will be successful. Lack of identification and completion of a successful merger/acquisition will render the shares sold hereunder worthless.”
I’m sure they’ll try Craigslist and AdultFriendFinder too.
“INVESTORS WILL SUFFER IMMEDIATE AND SUBSTANTIAL DILUTION. Assuming the maximum shares offered herein are sold, the purchasers of the common stock in this offering will incur an immediate and substantial dilution of approximately $0.017 per share while our present stockholders will receive an increase of $0.008 per share in the net tangible book value of the shares they hold. This will result in a 68.00% dilution for purchasers of stock in this offering. Assuming the minimum shares offered herein are sold, giving effect to the receipt of the minimum estimated offering proceeds of this offering net of the offering expenses, our net book value will be $24,935 or 0.00 per share. Therefore the purchasers of the common stock in this offering will incur an immediate and substantial dilution of approximately $0.025 per share while our present stockholders will receive an increase of $0.00 per share in the net tangible book value of the shares they hold. This will result in a 100.00% dilution for the purchasers of stock in this offering.”
Sorry – I know you can’t tell this as you’re reading, but I just had to switch computers, as I put my fist through my laptop.
“Underhill Securities Corp is acting as underwriter and sales agent for the offering. Underhill’s duties are on a best efforts basis and Underhill has no obligation to purchase any securities hereunder. Underhill shall receive an 8% commission on all sales it makes as sales agent.”
This calls for an obvious video clip:
“Charge it to the Underhills, Senior”
“…Bring two bottles of Dom Perignon to Cabana 1, and put down thirty dollars for yourself.”
“Give each other twenty dollars, put it on Underhill”
Our director is not entitled to receive compensation for services rendered to Great Idea Corp., or for each meeting attended except for reimbursement of out-of-pocket expenses. There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.”
So that’s good, at least, I think!
I have to admit, I stopped reading at this point.
It depresses me somewhat that we have an investors base who is so ignorant and/or greedy that a company like “Great Idea Corp,” which sounds like the ultimate The Onion version of a company that is a sarcastic depiction of itself, can actually raise real money in the public markets.
Hopefully, as readers of my humble blog, you will know what’s coming next. I’m not going to put it in boldface, 32 point font, but the words should be screaming off the page at you anyway:
Sold to you, sucka.
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