Gifa Inc (GIFX)

[WiseYoda]

Reorganization Agreement (RA) or a Reverse Merger (RM). When taking over a public traded company its important to know if the vehicle was ever classified as a shell or not at one time. If the former company was never a shell before then a RA would be the better pathway in order to maintain the non-shell status, BUT if the company was classified as a shell before then a RM would be the better route. The difference between the vehicle ever being a shell or not is actually a very important factor for the new company taking over. If it was a shell at one point then the new company would have to become fully reporting for over 18 months before any stock can become free trading shares. The new company can surely do business by using its stock and after holding periods expire legends can be removed preparing the cert for deposit but no shares can become actual free trading shares until the new company becomes fully reporting and maintains that fully reporting status for over 18 months.