This entry is part 1 of 11 in the series OTCBB Shells – The Reverse Merger ProcessWhen contemplating the purchase of an OTCBB shell you first need to analyze what type of shell best suits your company. Shells come in a variety of structures and in many cases the structure will determine the pricing [...]

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This entry is part 2 of 11 in the series OTCBB Shells – The Reverse Merger ProcessBy Ralph Amato
Shareholders
The number of shareholders in the shell you are purchasing may or may not be an issue. If you purchase a manufactured shell (a shell that has recently been approved for trading) most likely you will [...]

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This entry is part 3 of 11 in the series OTCBB Shells – The Reverse Merger ProcessBy Ralph Amato
Purchasing the Shell
The protocol for purchasing an OTCBB shell is as follows:

Buyer will receive a “Corporate Shell Profile” from the Seller or Sellers Representative.

After a successful review of the shell by Buyers and his SEC attorney Buyer [...]

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This entry is part 4 of 11 in the series OTCBB Shells – The Reverse Merger ProcessBy Ralph Amato
The Shell Corporate Profile
The shell corporate profile is a one page overview of the shell you are seeking to purchase. Here is an example of the information it should contain:
Corporate Profile

Name of Corporation:

State of Incorporation:
 

Date of [...]

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This entry is part 5 of 11 in the series OTCBB Shells – The Reverse Merger ProcessI receive an abundance of calls from entrepreneurs who have little knowledge of the “process” or steps that need to be taken in conjunction with purchasing an OTCBB shell. They assume that buying a shell is a complete turn [...]

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This entry is part 6 of 11 in the series OTCBB Shells – The Reverse Merger ProcessBy Ralph Amato
Preliminary Review of the Shell Corporate Profile
Once the Buyer has received a copy of the Shell Corporate Profile he will perform some preliminary due diligence before deciding to move forward with the transaction. If the Buyer [...]

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This entry is part 7 of 11 in the series OTCBB Shells – The Reverse Merger ProcessBy Ralph Amato
Preparation of Shell Due Diligence by Seller
After your initial review of the shell you and your SEC attorney will perform a complete due diligence review. For Ventana Capital Partners clients we use a ten page due [...]

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This entry is part 8 of 11 in the series OTCBB Shells – The Reverse Merger ProcessExamination of Shell Due Diligence by Buyer
Examination of the shells due diligence is where the rubber meets the road. This is the point that determines whether you are going to proceed with the transaction or reject the shell. [...]

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This entry is part 9 of 11 in the series OTCBB Shells – The Reverse Merger ProcessClosing on the Shell
Upon the closing of the shell the Buyers SEC attorney will have received all of the due diligence on the shell. The attorney will have also received all of the stock certificates with signed stock powers [...]

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This entry is part 10 of 11 in the series OTCBB Shells – The Reverse Merger ProcessPost Closing of the OTCBB Shell
After the Buyer has closed on the shell an 8K (or super 8K as previously discussed) will be filed with the SEC by counsel. If the Buyer is performing a reverse split of the [...]

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