There wouldn't be a market for shells if brand-new, dirt-free registrations were cheaper. Going public entails significant costs. These include the underwriters’ discount, legal and accounting costs, printing costs, stock exchange listing fees and SEC filing fees. The legal and accounting costs for different companies will vary widely depending on the amount of corporate cleanup required and the level of complexity of the offering. The aggregate expenses for an offering, excluding underwriters’ discounts and commissions, exceed on average $3 million. The trend of increasing IPO expenses, attributed in part to more stringent corporate governance requirements and regulation resulting from the Sarbanes-Oxley Act of 2002, has continued in recent years. From 2005 to 2007, overall IPO expenses, excluding underwriters’ discounts and commissions, rose 9.2% from an average of approximately $2,733,000 to $3,031,000, with IPO legal expenses rising 17.9%, from an average of $1,118,000 to $1,319,000, and IPO auditor fees rising 40% from an average of $636,000 to $892,000. Source: www.IPOVitalSigns.com, © 2008 CCH, a Wolters Kluwer https://www.merrilldirect.com/cps/rde/xbcr/merrilldirect/AllisonHallMcsheaNoCrop.pdf