H-D International Holdings Group (HDIH)

[Don Beasley]

"To File or not to File" that is the question... or is it? $HDIH$


All transactions that cause a formerly reported Shell Company to cease being a Shell Company come with a list of requirements and regulations sanctioned by the SEC. These aren't optional and they absolutely, 100% require filing and reporting of audited financials! This is not new information and the Directors of HDIH would be well aware of these rules. After all, they did mention in an email to me that they were going to be pursuing audited financials to report to the SEC once the merger processes were completed. (Reference Ibox for email)

the Release makes shell companies ineligible from using a Form S-8
Registration Statement until 60 days after they cease
being a shell company, and it has filed the required
information with the Commission

the Commission went on to say that
the same rules regarding shell companies shall apply
to situations in which a reporting shell company
affects a “reverse merger” with a private company,
either by the private business merging into the shell
company, or the shell company merging into the
former private company. In these transactions, the
reporting company has an obligation to file current
reports on Form 8-K, under Item 1.01, Entry into a
Material Definitive Agreement, Item 2.01 Completion
of Acquisition of Disposition of Assets, and
Item 5.01 Changes in Control of Registrant, as well
as audited and pro forma financial information for
the acquisition

“shell companies and their counsel control the pace
and timing of these transactions” because
“shell companies should complete a transaction that is
required to be reported only when they can
timely provide investors with adequate
information to make informed decisions.”

The new rules, together with the requirement that
companies which have ceased being shell companies
disclose certain information with the Commission;
will make certain that investors will have adequate
public information regarding their potential investment
in former shell companies and will make it much
harder for promoters to take advantage of inadequate
information in the marketplace to “pump and dump”
the securities of the shell companies they promote.

Loev/Gilles Shell Company Paper.pdf