I think it'd be a good idea for the Corp Fin reviewers to begin paying attention to all this. When they're handed one of these cheapie S-1 offerings in which…
-- There's only one officer and director, and he or she is foreign
-- The sole officer/director supposedly lends money to the company, and the loan is later forgiven
-- The company is declared as a shell, or ought to have been declared as a shell
-- If the company does have a business plan, it's blindingly obvious it will never succeed
-- The offering is self-underwritten
-- Or, though this is less common, there are seed shareholders, and they're foreign
-- A year or so later, there's a change in control
-- The change in control is accompanied by a forward split
-- At that time, the company announces a new business plan, and says (if it needs to) that it's no longer a shell
And then the fun begins. I think self-underwritten is the way to go; it's impossible to tell who buys the S-1 offering.
What the SEC needs to do is automatically check to see what other companies the attorney who opines on the S-1 has dealt with in the past. If they follow the same pattern, it's time to consider stop orders.
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