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Saturday, 03/03/2012 8:23:02 PM

Saturday, March 03, 2012 8:23:02 PM

Post# of 24261
CTCC NOT CLEAN SHELL: LIABILITIES FOLLOW CTCC!
Almost all shell brokers provide CLEAN shells and most companies that assist with reverse mergers make that a requirement. Tiber Creek Corporation, which works as members of a client’s team and offers knowledge and expertise to assist in becoming a public company, is the only one that addresses the asset/liabilities issue.

There are 2 kinds of public shells. There is a big difference between them. One can help speed up the process to become a public. These are called virgin or blank check public shell companies. They have no operating history and are formed and become SEC reporting public companies to find and merge with a private company. Many investment banks and consultants use this type of public shell company to merge a client into since some funding sources require a company to be public before they can invest.

The type you must avoid are the old trading public shells that had a previous business in them. In the past some companies would go public by doing a reverse merger with a public shell that is trading with a stock symbol. This is something most advisors frown on since these trading public companies had a previous business in them and thus inherit the liabilities of the old entity. A reverse merger with a public shell can be very expensive if you use a trading shell with a symbol. There are several things you must be aware of.

There are several types of public shells and the trading ones that had a previous business in it are costly. They are also usually loaded with liabilities. If you reverse merge a company into a trading public shell (which usually has 100 or more shareholders and a lot of shares in the float) when the stock price goes up these 100 shareholders inevitably sell the stock and the price collapses. This can be detrimental to a company trying to grow through acquisition. This is far more expensive than the up front price paid to do the reverse merger with the public shell. Please keep this fact in mind when you are dealing with reverse mergers or public shells. This point is absolutely critical to understand. If you do not understand the importance of the public float your going public experience can be less than pleasant.

Here is a link to the source page:
http://www.tcc5.com/thetruth.php

CTCC is CLEARLY NOT a clean shell. The 8k in which Jeffrey Smuda resigned and Donald MacIntyre was "elected" includes debenture notes, all dated in 2008 and all past-due.
10.1: Note #1 in the amount of $65,000.00 dated February 25, 2008
10.2: Note #2 in the amount of $75,000.00 dated June 10, 2008
10.3: Note #3 in the amount of $70,000.00 dated August 22, 2008

Here is a link to the 8k.
http://www.sec.gov/Archives/edgar/data/793986/000101968711003853/citycapital_8k.htm

The liabilities that will also follow the CTCC shell include (but are not limited to) a settlement in Texas for $1.22 million in favor of the plaintiffs and a pre-trial complaint against defendants that include CTCC in a FEDERAL court in North Carolina that includes money laundering, racketeering, fraud, and many more issues for a total of 19 counts against all defendants (which INCLUDES CTCC).

If Donald had done his DD and paid for a CLEAN shell instead of CTCC, STEP might have had a chance.