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Re: alexindef post# 680

Friday, 07/17/2009 1:53:45 PM

Friday, July 17, 2009 1:53:45 PM

Post# of 79847
The question is what the shell will use to entice the supposed operating entity to merge into it. It's really an acquisition of the operating entity by the shell, and there needs to be payment for that. I'm assuming that the shell has no cash, so the only thing the shell can "pay" to the shareholders of the target company is a certain dollar value of its stock. Unfortunately, the shell's stock is very low-priced, because the shell has few if any assets and probably minimal if any net operating loss carryforwards that would have a value to the target going forward, so the target's shareholders will need to get a lot of stock (a lot more than the 45 million shares the other guy mentioned).

Bear in mind that I'm a securities lawyer, I've worked on reverse triangular mergers, and I'm not making this stuff up. I have no position in this stock. There are lots of Pink Sheet shells out there and they're worth a lot less than OTCBB shells.