Clean shells don't exist. Among dirtiest of dirty shells are non-reporting shells. A shell is a company that's trading but lacks assets. Usually, private company buys shell and puts their business into it. It rarely works out well for private company.

As I read Section 5 of 1933 U. S. Securities Act, only American stock that should be publicly traded are shares of companies reporting to U. S. Securities and Exchange Commission (SEC). The National Association of Securities Dealers (NASD) didn't share my view of need to be a "reporting" company to trade on Over-the-Counter Bulletin Board (OTCBB). In 1998, they changed their minds. In January 1999, NASD announced that they would be delisting about 3,400 OTCBB companies that weren't "reporting" to SEC. The delisting will start in July 1999. The companies will be delisted by trading symbol starting with AA. The last of companies will be delisted in 2000.

TO RAISE MONEY. This is axiom of finance that most business owners want to revoke. Since they can't revoke it, they ignore it.

In beginning, you need money to start your company. You invest your money. Your close family members invest their money. Thereafter, your efforts to raise money from investors will cost you money. There are three basic steps in raising private risk capital.

Step I. You must have a business plan. You can hire a professional to write it. They will charge you anywhere from $8,000 to $75,000. If you write it yourself, it will take your time. Time is money. Unless you have written several successful business plans, you should have a professional business writer edit your business plan. It will cost you anywhere from $3,000 to $25,000 to have it edited.

Step II. Your investment offer must comply with State and Federal Laws. Assuming you are seeking a million dollars in risk capital, you should file a 504 Reg D Exemption with U. S. Securities and Exchange Commission. While any High School Graduate can complete filing, you should have Reg D form reviewed by an attorney. The attorney will charge anywhere from $3,000 to $10,000 to ensure that you haven't made a clearly fraudulent filing.

Because it allows advertising your risk capital investment, usual State filing is a SCOR (Small Corporate Offering Registration). Filing a SCOR meets Federal 504 Reg D requirements. In California, SCOR State filing fee is $2,500. If you have an attorney prepare your SCOR filing, it will cost you between $5,000-$50,000.

A DPO (Direct Public Offering) is a SCOR filing that includes investment advertising on Net. It will cost you anywhere from $75,000 to $225,000.