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Tuesday, 07/04/2017 9:55:14 AM

Tuesday, July 04, 2017 9:55:14 AM

Post# of 15240
A little food for thought on this beautiful 4th of July!!!

Shell Companies – Any stock issued by an issuer after becoming a “shell company”21 is restricted and not trade able (including under Rule 144 of the Securities Act) until the issuer acquires an operating business and files a Form 8-K or Form 10 disclosing such information about the acquired business as typically required in a registration statement. This is particularly relevant to many shell companies as a significant motivation for “going dark” may be to avoid the cost of preparing the ‘jumbo” Form 8-K in the event the shell company acquires an operating business.

FOOTNOTE 21: A “shell company” is defined by Rule 12b-2 under the Exchange Act as an issuer with “no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets.”

http://www.ddrs.com/going-dark-a-process-for-delisting-and-deregistration-of-public-company-securities/

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