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janice shell

11/05/15 6:26 PM

#41064 RE: DABLACKHAMMER #41061

I know how reverse mergers work. You're missing the point, which is that CRGP is GREY.

It is not an SEC registrant, so it will not, and cannot, file any 8-Ks. In order to do that, the buyer would have to file a registration statement: either a Form 10 or a Form S-1. If a private company intends to file a registration statement and become an SEC registrant, there is no point at all in its purchasing a shell first. By registering and applying to FINRA for a ticker, it would be creating a NEW public company.

It would also have find a sponsoring market maker willing to file a Form 211 to bring the company into compliance with SEC Rule 15c2-11. For the new SEC registrant we're describing, that would be easy.

For a Grey shell like CRGP, it would likely be impossible. Once a stock hits the Greys as the result of a suspension or halt, MMs are extremely reluctant to sponsor them and file a 211. That is because by doing so, they can be held liable should the financial and other information provided them by the company turn out to be problematic. Unless they're absolutely certain that no investigation is underway--and they can't be certain of that for five years--they'll just say no.

In addition, when you buy a shell, you buy its liabilities in addition to any assets it may have.
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Risicare

11/05/15 6:28 PM

#41066 RE: DABLACKHAMMER #41061

Nobody wants a grey sheet shell. Especially one that is on the hook for millions of dollars. Why in the world would someone want that debt?