The Shell Trap By William Cate[http://home.earthlink.net/~beowulfinvestments/] [http://home.earthlink.net/~beowulfinvestments/globalvillageinvestmentclubwelcome/]
Publicly traded shells overcome two of
three primary obstacles to becoming a U.S. public company. The private company avoids
U.S. Securities Exchange Commission (SEC) initial registration review process. By buying a shell,
private company reduces
time it takes to go public from over one year to several weeks. The odds of a registration effort getting a SEC "Effective Letter" are better than even. Because
shell is publicly trading,
odds that
shell will continue to trade are almost certain. Shells win on time and certainty issues.
THE PROBLEMS
However, buying a trading shell means dealing with a different set of problems. The Industry Axiom that there is no such thing as a clean shell is true.
1. Shells aren't clean because
shell sellers usually hide shares or access to shares that will be sold after
buyer takes possession of
public company. The shell buyer tries to strengthen
public company's share price. The past insiders sell undisclosed shares into this effort. 2. If
shell has an operating history, there is always
risk of litigation by
SEC or by third parties. 3. Actions taken to clean up
shell, such as reverse splits of
stock are certain to antagonize existing public shareholders and their brokers, who are often
company's market makers.
While professionals can help a shell buyer reduce these and related risks, they can't be eliminated.
REVERSE MERGERS
In an effort to overcome
third primary obstacle to doing a SEC registration, most shells are sold as reverse mergers. The shell insiders and public retain their shares. The publicly traded Shell Company issues stock for
private company that gives
shell buyer over fifty percent control of
trading shell. The shell insiders expect to make their money by selling their shares.
Without a doubt, a reverse merger is
most costly way of going public in
United States. It ensures that no knowledgeable investor will do a private placement financing of
resulting public company. He knows that
shell buyers will dump their stock into any rising price, thus depressing
share price. He also knows that
added investor relations’ costs of supporting all those extra shares will kill off
company quickly. And failure to spend those funds will do
killing just as effectively.
FALSE PERCEIVED SAVINGS.
In April 2005, you can buy a public shell with 90% control that trades on
Over-the-Counter Bulletin Board (OTCBB) for about US$1.7 million. The costs of doing a reverse merger are about $200,000. The buyer appears to save US$1,500,000. However,
insiders have their shares and will sell them. The buyer must pay
investor relations costs to find
investors for these insider shares.