Replies to post #61190 on DD Support Board and Research Team

[integral]

(i) Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets.
(1) This section is not available for the resale of securities initially issued by an issuer defined below:
(i) An issuer, other than a business combination related shell company, as defined in § 230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§ 229.1101(b) of this chapter), that has:
(A) No or nominal operations; and
(B) Either:
(1) No or nominal assets;
(2) Assets consisting solely of cash and cash equivalents; or
(3) Assets consisting of any amount of cash and cash equivalents and nominal other assets; or
(ii) An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).
(2) Notwithstanding paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports (§ 249.308 of this chapter); and has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after one year has elapsed from the date that the issuer filed “Form 10 information” with the Commission.
(3) The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§ 249.210 or § 249.220f of this chapter), as applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule. The issuer may provide the Form 10 information in any filing of the issuer with the Commission. The Form 10 information is deemed filed when the initial filing is made with the Commission.
[37 FR 596, Jan. 14, 1972]

Don't forget to add this from Rule 144:

Neither type of statement may be relied upon, however, if the person knows or has reason to believe that the issuer has not complied with such requirements.

Dr. Bruce has some serious problems. As I posted a few days ago, the egg has been laid. I have had dialogue with two regulators for the first time this week, now that Dr. Bruce decided to get rich quick. I am not done yet. More to follow. But my dialogue was benign, as with any regulator, they never tell you what they know, what they are doing, nor what they are going to do.

[loanranger]

I don't give a hoot about Medbox....I'm sure not invested in it and I expect you know that. I'm just trying to learn a little something.

That said, there appears to be more to the literal shell company definition than "a company dormant over nine years, did nothing, had no money or business etc.".

Rule 12b-2 -- Definitions
Shell company: The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB, that has:

No or nominal operations; and

Either:
No or nominal assets;

Assets consisting solely of cash and cash equivalents; or

Assets consisting of any amount of cash and cash equivalents and nominal other assets.


To a certain degree that's a subjective definition.


But I'll stop taking about it. I wouldn't want to be perceived as the guy who says Medbox isn't a shell company.