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08/01/17 4:39 PM

#14039 RE: Szycha #14038

OK thanks. So what would stop Rouche from moving one of his companies into this shell? I'm wondering if the info below could apply here.

1. Definition of Public Shell

Generally speaking, a public shell company (heretofore referred to as “Public Shell”) is a non-operating public company, which means a company registered, and filing periodic reports under, the Securities Exchange Act of 1934 (the “34 Act”). Typically, Public Shells are listed on The Nasdaq Small Cap Market, the Nasdaq Bulletin Board or the Pink Sheets. Public Shells can exist in three possible forms, and for due diligence purposes it is important to qualify them correctly, as will be discussed in Section IV.1.

The first form a Public Shell could take is as a start-up company that never achieved significant revenues. This category generally includes Internet companies with (looking back) uninspired business ideas and models that have failed to achieve profitability. Normally, these companies have a rather short business history and have never acquired or managed substantial assets.

The second category is that of a former operating company that went out of business or sold all of its operations. This form spans the business spectrum, including any company whose management and major shareholders decided at some point to sell all assets but keep the company’s 34 Act registration alive to pursue a possible lucrative reverse shell merger. Generally, these companies have a long business history and have owned substantial assets at some point in their history.

Finally and rarely, a Public Shell could be a company that was specifically formed and registered for the purpose of being sold in a reverse shell merger (also referred to as “Blank Check Company”). These companies have normally no business history and have never acquired any assets.