"Specifically, Rule 163A is not available to communications made in connection with: • offerings by a blank check company; • offerings by a shell company; or • offerings of penny stock by an issuer"
"For instance, we have repeatedly stated our belief that blank check companies, shell companies, and penny stock issuers may give rise to disclosure abuses.224 In addition, Congress determined not to extend the safe harbors for forward-looking statements to issuers of blank check and penny stock securities, as well as issuers previously convicted of certain felonies and misdemeanors and issuers subject to a decree or order involving a violation of the antifraud provisions of the federal securities laws.225"