reverse mergers and public shells


reverse mergers and public shells

reverse mergers and public shells

reverse mergers and public shells

reverse mergers and public shells


Types of Public Shells

Non-Trading Non-Reporting

Normally only a shareholder base
No symbol
May or may not have been a reporting company
Must file with the SEC full business information and audits to become reporting
Market Maker must file a new 15c211 with the NASD to get symbol
This type of shell is least attractive
Value is $10,000 to $25,000

Reporting Non-Trading

12G companies, normally just filed a blank 10k with no business
Usually one shareholder
No symbol
Value is $10,000 to $15,000

Gray sheet, an inactive symbol
May or may not be reporting
No active market maker
Market Maker must file a new 15c211 with the NASD to get symbol
A shareholder base of 50 or more is necessary to get a symbol
Reporting company will have an audit
Value is $50,000 to $75,000

Trading Non-Reporting
Normally trades on the Pink Sheets

(Pink Sheets is a privately owned quote service not associated with NASD and not subject to SEC reporting requirements.)

A. Past reporting, a delinquent filer, no longer current with its SEC filings.  May avoid SEC review if reporting is brought current.
B. Never reporting.  Company must file a registration statement to become a reporting company and will normally require a SEC review.

May qualify for the "piggy back" exemption if the company becomes current and compliant wit the SEC in its reporting requirements.
Value is $125,000 to $200,000

C. Designated Pink Sheet
Directed trading pink sheet, does not have a 15c211 on file with the NASD
No NASD symbol
On a level two quote, the market maker will quote the bid/offer 1 share by 1 share only
Value of these types of shells is questionable

Trading and Reporting OTC/BB

Reporting with the SEC, must file annual 10ks with an audit, 10Qs and 8Ks.
Can be a 15D reporting under the '33 Act, or a 12G reporting under the '34 Act
Value is $400,000 to $800,000 and equity dilution of 1% to 5% post merger

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reverse mergers and public shells

Flex Financial Group, Inc.
Phone: 281-419-2200
Email: information@flexfinancialgroup.com