I don't think there is a possibility that by doing the share exchange alone you would end up with 2 publicly trading entities without an SB-2 filing. It would be possible to file the SB-2 and have it declared effective and initiate trading of a second security on the same day of a share exchange execution but the timing would be very difficult to achieve I think. The share exchange and the commencement of trading of a secondary security are independent events and could occur in any order. The share exchange alone wouldn't produce a second traded stock.