Iporussia Inc IPOR:OTC BB

[M@xWeLL]

Reverse merger
From 10-qsb

Common stock, $0.0001 par value; 100,000,000 shares authorized; 98,428,703 and 15,744,492 shares issued and outstanding, respectively

IPORussia, Inc., (OTCBB: IPOR 0.085 x 0.10) issued an 8K announcing they entered into a Letter of Intent to acquire Bonds.com Holdings, Inc. (“Bonds.com”). Bonds.com was formed in 2005 to develop a destination website with an array of competitively priced fixed income products, analytical and portfolio management tools, and up to the minute market analysis. The Bonds.com business model focuses on monetizing the fragmented OTC market that exists in the fixed income space. Bonds.com’s target clients include Tier 2, 3, and 4 institutional investors and individuals. Under the transactions contemplated under the Letter of Intent, the Company will acquire all of the outstanding capital stock of Bonds.com either thro! ugh a merger between Bonds.com and a newly-formed wholly-owned subsidiary of the Company, or an exchange of shares of capital stock of Bonds.com for shares of convertible preferred stock of the Company, convertible into shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The closing of the transaction is subject to the ability of Bonds to obtain additional financing from investors.


The Company was originally incorporated in Delaware as IPO RUSSIA, INC. on April 1, 2002. Subsequently, also on April 1, 2002, the Company filed a Certificate of Amendment to its Certificate of Incorporation changing its corporate name to IPORUSSIA, INC.

On January 19, 2005, the Ministry of Justice of the Russian Federation granted the Company a permit and certificate to open a representation office in Moscow. The permit and certificate expire on January 19, 2008.

On February 8, 2005, the Company formed IPOR Capital, LLC (“IPOR Capital”) as a wholly-owned subsidiary under the laws of the State of Delaware. On September 2, 2005, IPOR Capital was admitted as a member of the National Association of Securities Dealers (the “NASD”). IPOR Capital’s NASD broker-dealer membership agreement permitted it to solicit other broker-dealers to manage or co-manage initial public offerings (“IPOs”) for Russian and other foreign companies, as a finder and/or consultant. In addition, IPOR Capital may participate in private placements of securities to institutional and accredited investors.

In December 2006, IPOR voluntarily withdrew its broker-dealer registration for
IPOR Capital due to IPOR’s weak financial condition and lack of revenue-producing client engagements. No completed transactions were ever consummated through IPOR Capital.

On March 17, 2007, the Company formed IPORussia Limited, a wholly-owned United Kingdom corporation, with the intent to access the Alternate Investment Market in London on behalf of its clients. No physical location for IPORussia Limited was ever established, no transactions were ever identified or undertaken and IPORussia Limited, at June 30, 2007, is pending dissolution.

Effective
March 23, 2007, upon the change in control of the Company as further discussed in Note 3, IPOR discontinued its active business operations and, as a result, has become a “shell company” (as such term is defined in Rule 12b-2 of the Exchange Act), and its sole business will be to identify, evaluate and
investigate various companies with the intent that, if such investigation
warrants, a reverse merger transaction could be negotiated and completed, pursuant to which IPOR would acquire a target company with an operating
business, with the intent of continuing the acquired company’s business as a
publicly held entity.

No position... Funds still tied up...

GLTA