Recent Transactions

Contracts & Agreements

  • Represented software company in connection with transfer of assets in lieu of foreclosure.
  • Represented private company in connection with joint development license agreement.
  • Helped issuer prepare and refine a software end-user license agreement, value added reseller agreement and terms of service.
  • Prepared beta software license agreement for software company.
  • Prepared Buy/Sell Agreement for offshore drilling equipment company.
  • Negotiated terms of commercial lease.
  • Prepared Joint Venture Agreements for mineral extraction and precious metal recovery company relating to assets located in New Mexico and Bolivia.
  • Prepared and negotiated Issuer’s purchase of intellectual property and patent rights pursuant to an Intellectual Property Purchase Agreement.
  • Prepared and negotiated Exclusive Distribution Agreement for produce and beverage distribution company.
  • Represented oil and gas re-refining company with settlement negotiation in connection with asset purchase agreement.
  • Prepared and assisted with the review of various documents for an oil re-refining company, including a supply agreement and various operating agreements.
  • Prepared Rescission Offer for Digital Signage Company.
  • Represented golf services company in connection with a Rescission Offer.
  • Represented oil and gas company in connection with Joint Venture Agreement.

Mergers & Acquisitions

  • Represented elearning company in connection with multiple share exchange acquisitions.
  • Represented oil & gas company in connection with $80 million oil & gas acquisition.
  • Represented NYSE Mkt. listed oil and gas exploration company in agreement and plan of reorganization.
  • Represented oil re-refining company in connection with a merger transaction with a publicly traded company.
  • Represented NASDAQ Capital Market issuer in connection with $30 million acquisition of refining plant and assets.
  • Represented oil and gas issuer in connection with $20 million oil and gas license acquisition transaction in Kazakhstan.
  • Represented NYSE Mkt. listed oil and gas company in connection with $22 million acquisition of oil and gas interests.
  • Represented entity in acquisition of payment processing company and assets.
  • Represented Limited Liability Company in connection with the acquisition of an oil and gas terminaling facility.

Reverse Mergers & Sales of Assets

  • Assisted multiple companies with reverse merger transactions of Over-The-Counter Bulletin Board shell companies, including, but not limited to, drafting and reviewing agreements, drafting spin-off agreements, and providing advice and counsel to related parties.
  • Represented oil and gas company in connection with proxy statement filing, responses to SEC comments, clearance of SEC comments, FINRA notice and approval and related transactions associated with reverse merger of Over-The-Counter Bulletin Board quoted company.
  • Represented Issuer in connection with reverse merger of a technology and Internet search company into a publicly traded ‘shell company’, a purchase of technology based assets and websites and issuance of over $3 million in secured promissory notes.
  • Represented various Issuers and prepared documentation, agreements, and disclosures relating to multiple reverse merger transactions of operating companies into publicly traded Over-The-Counter Bulletin Board ‘shell companies.’
  • Prepared various closing documents and assisted publicly traded prosthetics company in connection with reverse merger/going private transaction with healthcare staffing company.
  • Prepared documents, negotiated terms, and represented and provided counsel to Issuer in connection with sale of large portfolio of payment systems assets and accounts.
  • Represented Issuer in connection with sale of Satellite Communications Division.
  • Represented seller in connection with the sale of a Security Business.
    Represented Issuers in connection with the sale of two OTCBB Shell Companies.
  • Prepared Private Closing Documents in connection with sale of interests in a Chinese Beverage Company.
  • Prepared various documents in connection with the sale of interests of owned in a real estate partnership.

Financing Transactions

  • Represented internet based communications company with $1 financing of senior secured preferred stock.
  • Represented NYSE MKT listed oil & gas company in connection with $2 million At-The-Market Offering.
  • Represented Nasdaq listed company in connection with $25 million preferred equity offering.
  • Represented NYSE Mkt listed oil and gas company in $2.4 million equity financing transaction.
  • Represented NYSE Mkt listed oil and gas company in $3.22 million financing transaction.
  • Represented NASDAQ listed company in connection with $17.1 million financing transaction.
  • Represented issuer in connection with sale of $34.5 million of senior secured notes.
  • Represented NYSE Mkt. listed oil and gas company in connection with $7.5 million secured loan transaction.
  • Represented OTCQB listed vehicle leasing company in connection with $9.3 million secured loan transaction.
  • Represented OTCQB traded coffee company in connection with $2.5 million 3(a)(10) financing transaction.
  • Prepared private placement memorandum for online automobile dealer bid website.
  • Prepared private placement memorandum for outdoor lifestyle management company.
  • Prepared private placement memorandum for building construction and remodeling company.
  • Represented oil re-refining company in connection with review and entry into $18.5 million credit facility.
  • Represented oil and gas company in connection with $50 million transaction involving the sale of securities.
  • Represented publicly traded oil and gas company in connection with $2.5 million secured debt funding, including negotiating and drafting deal documents, preparing certifications, and schedules and assisting and advising the Issuer through the entire funding process from Term Sheet to closing.
  • Prepared Private Placement Memorandum and related subscription and funding documents for Outdoor Lifestyle company seeking to raise up to $1 million in private funding.
  • Prepared Private Placement Memorandum for sale of up to $20,000,000 in convertible preferred stock of auto leasing company.
  • Prepared Private Placement Memorandum for sale of up to $5,000,000 in units consisting of convertible preferred stock and warrants of oil re-refining company.
  • Assisted preparation of Private Placement Memorandum and closing documents for sale of $25,000,000 in securities in connection with the United States Citizenship and Immigration Service EB-5 Immigrant Investor Program.
  • Prepared Private Placement Memorandum, Subscription Agreement and related documents and agreements for $1.8 Billion Rule 144A Bond Offering secured by $2.2 Billion in Senior Life Settlements.
  • Prepared Private Placement Memorandums and offering documents for farm and agricultural for various Limited Liability Companies.
  • Prepared various offering documents for the management company of a real estate investment trust.
  • Prepared private placement offering document for a wireless industrial data collection/processing company.
  • Prepared various private placement memorandums for Regulation D offerings for the sale of interests in multiple limited liability companies.
  • Represented event planning company in connection with $3.55 million dollar financing.
  • Represented pediatric prosthetics company in connection with $1.5 million dollar financing.
  • Represented oil and gas company in connection with $16.2 million dollar financing transaction.
  • Represented oil and gas company in connection with $5 million dollar financing.
  • Represented Issuer in connection with $1.5 million dollar financing.
  • Represented oil and gas company in connection with $40 million dollar financing.
  • Represented event planning company in connection with $1.25 million dollar financing.
  • Represented oil and gas company in connection with $8.5 million dollar financing.
  • Represented oil and gas company in connection with $9.5 million dollar financing transaction.
  • Represented oil and gas company in connection with $15 million dollar financing transaction.
  • Represented event planning company in connection with $2.5 million dollar sale of securities and registered resale of such securities.

Market Uplisting/Listing on National Exchange

  • Represented oil re-refining company in connection with NASDAQ Capital Market uplisting.
  • Represented oil and gas company in connection with NYSE Mkt uplisting.
  • Represented NYSE Mkt Issuer in connection with multiple acquisition agreements and provided liaison services, applications for additional listings and related services in connection with listing of shares on NYSE Amex.
  • Represented and assisted various Pink Sheet (OTC Pink) traded companies seeking to engage market makers, file 15c2-11’s and trade their securities on the OTCBB.

SEC Filings & Registration Statements

  • Prepared Form S-1 resale registration statement for residential pool construction company.
  • Prepared Form S-1 registration statement for travel and leisure company in connection with ‘firm commitment’ underwritten offering.
  • Prepared rescission offer and Form S-1 registration statement for residential pool construction company.
  • Prepared S-3 Shelf Registration Statement for $75 million for Nasdaq issuer
  • Prepared S-3 Resale Registration Statement for Nasdaq issuer
  • Prepared S-3 Shelf Registration Statement for $100 million for NYSE MKT issuer
  • Brought Internet domain company current with several years of deficient SEC filings.
  • Brought nursing message board website company current with several years of deficient SEC filings.
  • Prepared and responded to SEC comments in connection with a Form S-1 filing relating to a simultaneous primary offering, resale offering and spin-off.
  • Assisted and advised various Issuer’s seeking to file Form 15’s and cease their reporting requirements with the Securities and Exchange Commission.
  • Prepared numerous Schedule 14A Proxy Filings, Schedule 14C Information Statement filings and related filings for Issuers. Assisted Issuers throughout the entire Schedule14A/14C process from responding to SEC comments, to assisting with the printing and mailing of notices to assistance with annual and/or special meetings.
  • Assisted in the preparation of a Schedule 14A Proxy Filing for a merger of a public California company and a private Nevada corporation.
  • Prepared and filed numerous deficient filings relating to a pinksheet traded oil and gas company and worked with such company to obtain a listing on the Over-The-Counter Bulletin Board.
  • Prepared Form 20-F for Japanese computer software company.
  • Prepared From S-1 IPO offering for solar energy utility company.
  • Represented NYSE Mkt. listed oil and gas company in connection with firm commitment underwritten offering of $7.3 million of common stock pursuant to a Registration Statement on Form S-3 and related Prospectus Supplements.
  • Represented NASDAQ Capital Market listed issuer in connection with firm commitment underwritten offering of $8.6 million of common stock pursuant to a Registration Statement on Form S-3 and related Prospectus Supplements.
  • Represented NYSE Mkt. listed issuer in connection with sale of $3.4 million in common stock in registered offering pursuant to a Form S-3 and Prospectus Supplement filing.
  • Represented NYSE Mkt. listed issuer in connection with sale of $1.32 million in registered offering pursuant to a Form S-3 and Prospectus Supplement filing of Units, consisting of shares of common stock and warrants (with a total value of up to $2 million).
  • Represented doll manufacturer in connection with the preparation and filing of a Resale Registration Statement of convertible notes on Form S-1.
  • Represented oil and gas machinery and equipment wholesaler in connection with primary offering of registered securities on Form S-1 as part of an initial public offering.
  • Represented bottled water and beverage manufacturer in connection with Resale Registration on Form S-1.
  • Represented vehicle leasing company in connection with primary offering of 70 million shares of common stock on Form S-1 Registration Statement.
  • Represented Issuer in connection with sale of $6 million in registered direct offering pursuant to a Form S-3 and Prospectus Supplement filing, of Units, consisting of shares of common stock and warrants (with a total value of up to $18 million).
  • Prepared and obtained effectiveness for numerous Form S-1 Registration Statement filings for Issuer’s seeking to go public pursuant to an initial public offering, including Form S-1 Registration Statements for technology and Internet based Issuer’s, consulting companies, mineral extraction and exploration companies, medical consulting and oil and gas extraction companies, among others.
  • Prepared Form S-1 Registration Statement for mining company.
  • Prepared Form S-1 Registration Statement for alternative energy company.
  • Prepared Form S-1 Registration Statement for Restaurant Concepts corporation.
  • Prepared and gained effectiveness of Form S-1 Registration Statement for oil and gas company.
  • Prepared Form F-1 Registration Statement in connection with a Chinese wireless value-added services company.
  • Prepared and gained effectiveness of a Form S-1 Registration Statement for a development stage mineral exploration company.
  • Prepared and gained effectiveness of a Form S-1 Registration Statement for a medical event services planning company.
  • Prepared a Form S-1 Registration Statement for a wireless service company.
  • Prepared and gained effectiveness for Form S-1 Registration Statement for woman’s handbag and accessories design company.
  • Prepared Spin-Off Form S-1 Registration Statement for coil tubing company.
  • Prepared Spin-Off Form SB-2 Registration Statement for coil tubing company.
  • Prepared Registration Statement (IPO) for a Russian oil company.
  • Prepared Registration Statement (IPO) for a biopharmaceutical company.
  • Prepared Registration Statement to register the resale of $11 million dollars in securities for a resort and real estate company.

Regulatory Compliance, Investigation & Enforcement

  • Prepared confidentiality request with the SEC and obtained confidential treatment for several material agreements required to be filed with the SEC.
  • Assisted issuer in connection with issues regarding Form S-3 eligibility and issues associated with inadvertent late Form 8-K filings.
  • Prepared SEC request for waiver of requirement to present entire financial statements of acquired business.
  • Researched issues, analyzed laws and regulations and prepared no action letter to Texas Securities Division in connection with an Issuer’s issuance of shares exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. The Issuer subsequently received a no action letter from the Texas Securities Division in connection with such request.
  • Assisted numerous Issuers with providing FINRA notice of and corresponding with FINRA in connection with proposed name changes, stock splits and other material corporate changes under FINRA’s newly adopted notice rules.
  • Represented issuer in FINRA investigation.
  • Represented issuer in SEC enforcement action.
  • Represented former Director in SEC enforcement investigation.

Litigation & Employment Issues

  • Represented doctor in Breach of Contract action
  • Represented OTCQB company in shareholder suit
  • Represented private company in interpleader action regarding stock
  • Represented private company in interpleader action regarding wind turbines.
  • Represented “green” car manufacturer in connection with litigation associated with change of control and Board of Directors transactions, disagreements between Board of Directors and majority shareholders and allegations of corporate malfeasance and securities violations.
  • Represented issuer in connection with action to unfreeze bank account and release funds improperly subject to a Writ of Garnishment.
  • Negotiated settlement of various lawsuits and helped wireless service company successfully negotiate and affect a change in control transaction.
  • Assisted issuer with various employee and termination issues, preparation of settlement, termination, and exit agreements.
  • Prepared and negotiated settlement agreement of former officer of privately held holding company.
  • Prepared and negotiated various settlement and release agreements for former employees of publicly traded technology company.