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Shell
A Shell Company is a company, other than an asset-backed issuer, with no or nominal operations and either 1) no or nominal assets; 2) assets consisting of cash and cash equivalents; or 3) assets consisting of any amount of cash and cash equivalents and nominal other assets, as defined by Securities Act Rule 405 and Exchange Act Rule 12b-2. SEC reporting companies designate their shell status in their periodic filings.
Shell Risk
The Shell Risk designation indicates that a company displays characteristics common to Shell Companies. This designation is made at OTC Markets’ sole and absolute discretion based on an analysis of the company’s annual financial data and may differ from issuers’ self-reported shell classifications in their own public filings. Our analysis evaluates asset composition, operational expenditures, and income related metrics. No action is required by a company to perform the evaluation other than publishing current annual financial information.
In limited circumstances, OTC Markets will consider removal of a company’s shell risk designation upon written request by a company. Please be advised that such requests will only be considered when there has been a material change in financial condition since the most recent fiscal year-end that is reflected in publicly available interim financial statements. Examples include a material increase in asset composition or operating revenues with related financial disclosure as a result of an acquisition or change in control transaction
