Comments on: Shell Companies – Start-ups No Longer Considered “Shells” http://reverseshellmerger.com/2008/01/shell-companies-start-ups-no-longer-considered-%e2%80%9cshells%e2%80%9d/ Everything you need to know about Reverse Shell Mergers by Ralph Amato Fri, 15 May 2009 02:46:58 -0700 http://wordpress.org/?v=2.8.4 hourly 1 By: palmwalk http://reverseshellmerger.com/2008/01/shell-companies-start-ups-no-longer-considered-%e2%80%9cshells%e2%80%9d/comment-page-1/#comment-14821 palmwalk Sat, 05 Jul 2008 19:18:10 +0000 http://reverseshellmerger.com/2008/01/23/shell-companies-start-ups-no-longer-considered-%e2%80%9cshells%e2%80%9d/#comment-14821 Ralph, Interested in your opinion of http://www.gopublicintheusa.com/ They claim to get your company on OTC/BB in as little as 3 months for $65,000. Are these Form 10 shells? Why would anyone buy a shell for +$500k if they can use a Form 10 shell for about 80% less? I've enjoyed your readings and continue to learn about the marketplace from them. Its great to see an actual unbiased opinion on footnote 32 & 172. -Tom Ralph,

Interested in your opinion of http://www.gopublicintheusa.com/

They claim to get your company on OTC/BB in as little as 3 months for $65,000. Are these Form 10 shells?

Why would anyone buy a shell for +$500k if they can use a Form 10 shell for about 80% less?

I’ve enjoyed your readings and continue to learn about the marketplace from them. Its great to see an actual unbiased opinion on footnote 32 & 172.

-Tom

]]> By: anonymous http://reverseshellmerger.com/2008/01/shell-companies-start-ups-no-longer-considered-%e2%80%9cshells%e2%80%9d/comment-page-1/#comment-11477 anonymous Fri, 01 Feb 2008 15:48:41 +0000 http://reverseshellmerger.com/2008/01/23/shell-companies-start-ups-no-longer-considered-%e2%80%9cshells%e2%80%9d/#comment-11477 If "working the system" includes fraud, it is not something I would recommend or suggest to your readers as acceptable. And the SEC did deal with it in footnote 32, saying that if your intention is so undeclared when the SEC approves your registration, you are still a shell company from day 1 and subject to all the shell company restrictions. The only issue is enforcement, which unfortunately has not been focused on this. If “working the system” includes fraud, it is not something I would recommend or suggest to your readers as acceptable. And the SEC did deal with it in footnote 32, saying that if your intention is so undeclared when the SEC approves your registration, you are still a shell company from day 1 and subject to all the shell company restrictions. The only issue is enforcement, which unfortunately has not been focused on this.

]]> By: Ralph Amato http://reverseshellmerger.com/2008/01/shell-companies-start-ups-no-longer-considered-%e2%80%9cshells%e2%80%9d/comment-page-1/#comment-11343 Ralph Amato Fri, 25 Jan 2008 18:49:47 +0000 http://reverseshellmerger.com/2008/01/23/shell-companies-start-ups-no-longer-considered-%e2%80%9cshells%e2%80%9d/#comment-11343 My intention is only to inform readers of the current rules and how they apply. The only way to prevent a fraud is for the SEC to change the rules to prevent issuers from being able to "work the system". It appears to me if that if the SEC truly wanted to stop this dead in its tracks all it has to do is mandate that a shell company is one that does not have a minimum of "X amount of assets". Instead of complaining about the system you should be writing thye SEC to correct the problem. My intention is only to inform readers of the current rules and how they apply. The only way to prevent a fraud is for the SEC to change the rules to prevent issuers from being able to “work the system”. It appears to me if that if the SEC truly wanted to stop this dead in its tracks all it has to do is mandate that a shell company is one that does not have a minimum of “X amount of assets”. Instead of complaining about the system you should be writing thye SEC to correct the problem.

]]> By: anonymous http://reverseshellmerger.com/2008/01/shell-companies-start-ups-no-longer-considered-%e2%80%9cshells%e2%80%9d/comment-page-1/#comment-11314 anonymous Thu, 24 Jan 2008 12:16:36 +0000 http://reverseshellmerger.com/2008/01/23/shell-companies-start-ups-no-longer-considered-%e2%80%9cshells%e2%80%9d/#comment-11314 Ralph, I have enjoyed your blog, there are many useful entries. However, I have to respectfully disagree with this post. If I have it right, you are suggesting that, if a "real" company goes public but has the actual undisclosed intention of marketing itself as a shell shortly after going public, with the "real" company to shut down or go away, and you don't disclose that intention on your registration statement, and the stock begins trading with buyers and sellers having no idea of your true intention, as long as the SEC lets the registration go through (because, as you indicate, how can they divine an undisclosed intention?), that means somehow the entire process is lawful and not in any way misleading either to the SEC or the investing public. The SEC has already declared in footnote 32 of its 2005 rulemaking that any company doing this (granted you have to get caught) is deemed a shell from day one and would never have been able to complete a registration because of Rule 419. Others believe it is, bluntly, fraud on the market. The SEC has already gone after companies for doing this (there is at least one case I am aware of), after the fact. I hope you will reconsider this direction and think of encouraging your readers to use the varied legitimate techniques for creating shells. Thanks. Ralph, I have enjoyed your blog, there are many useful entries. However, I have to respectfully disagree with this post. If I have it right, you are suggesting that, if a “real” company goes public but has the actual undisclosed intention of marketing itself as a shell shortly after going public, with the “real” company to shut down or go away, and you don’t disclose that intention on your registration statement, and the stock begins trading with buyers and sellers having no idea of your true intention, as long as the SEC lets the registration go through (because, as you indicate, how can they divine an undisclosed intention?), that means somehow the entire process is lawful and not in any way misleading either to the SEC or the investing public. The SEC has already declared in footnote 32 of its 2005 rulemaking that any company doing this (granted you have to get caught) is deemed a shell from day one and would never have been able to complete a registration because of Rule 419. Others believe it is, bluntly, fraud on the market. The SEC has already gone after companies for doing this (there is at least one case I am aware of), after the fact. I hope you will reconsider this direction and think of encouraging your readers to use the varied legitimate techniques for creating shells. Thanks.

]]>