What is a reverse merger shell?

What is a shell company?

In business, a ‘shell’ is a name used to refer to a company that is public although it does not have an operating business at the moment. Such companies usually have a product that has potential to be sold and generate income although pressing issues have seen the company terminate its operations. A shell company can have active shareholders and even be listed on the exchange. Shell companies can have significant assets and capital but in extreme cases, they may have no assets. They are either companies that have existed for many years or a new company seeking to start operations.

Defining a Reverse Merger?

In business terms, a reverse merger is a term that describes the process of making a private company public in simple terms. It occurs when a private company takes over the controlling interests of a public listed company, allowing the private company to merge with a shell public company. Reverse mergers ensure that the private company changes into a public company with only the public company surviving.

During a reverse merger, the companies must comply with the following SEC rules once the reverse merger is complete:

  • Change of the ‘shell’ company’s name: Once the reverse merger is completed, the ‘shell’ company takes over the name of the private company.
  • Changes to the ‘shell’ company’s trading symbol: In case the public ‘shell’ company has a trading symbol, it is modified once the reverse merger is complete to reflect its name change.
  • A reverse stock split might be affected and the issuance of additional shares. This aims at ensuring that the new shareholders have a stronger control of the company.
  • Filling and filing of the 8-k forms: The 8-k forms have all the necessary information concerning the merger including stocks issues, financial statements as audited per the US GAAP standards, and information on new directors and officers.
  • Directors of the ‘shell’ company and the officers resign and new directors and officers are sworn in.

How to prepare for a reverse merge shell

Here are some of the steps involved when preparing for a shell reverse merger.

  • Identify an appropriate public shell: Identifying a suitable ‘shell’ for shell reverse merger can be stressing. As such, you should consider inquiring from attorneys who specialize in reverse mergers for recommendations. You can also consult with companies or individuals who deal with ‘shell’ companies for recommendations.


  • Choose a clean ‘shell’: You should do a background research on the shell company to ensure that it has no hidden debts or liens. You can hire research firms that specialize in finding out whether companies have hidden liens. To be safe, ensure that the Stock Purchase Agreement has a clause that indemnifies the buyers and the shell against debts within the first 12 months of purchase.


  • Conduct a financial audit of your private company: Public companies that report and trade on the OTCBB will require private companies to avail their latest audited financial statements before negotiating for any merger.


  • If a shell company is classified as ‘deal driven’, you should proceed with caution. Many ‘deal-driven’ shell companies will require you to meet certain extra conditions, especially if the principals of such a company need to retain stock after the merger.

The Benefits of going public through shell reverse mergers

Some of the benefits of converting a private company to a public company through a ‘shell’ are:

  • Little legal work: When compared with an IPO, a shell reverse merger comes with few legal regulations that need to be met.


  • It takes a short time: An initial public offering (IPO) for a private company takes about 6 months to 12 months for a public offering. This is too much time compared to the one or two months it would take to complete a shell reverse merger.


  • It allows growth through acquisitions: Going public will ensure that a private company can make acquisitions through stock, cash, hard money loans, or all of the above. This will provide room for rapid expansion of the company.


  • The offering of stock incentives becomes possible: Public companies can offer management incentives in the form of stock bonuses to their employees. This can be a source of motivation for employees and can be used to lure competent personnel to the company.


  • A reverse merger makes it easy for the company to convert debt into equity: As a public company, it becomes easy to convert debt into equity in the form of shares.

Earn lots of money with poker online games

People that love to play the cash games that are specially the casino games and in that the poker is the best and has been observed that this game is played by 90% players that love to play the games of casino. But is also true that people are not having the casino games everywhere and for that you are having few places that are famous in this earth. People or the gamblers have to visit the places for playing this game from all over the world. Due to very large crowd these casinos are very much making the person to wait for his turn.

Era of online casino games

There are people that are having complaints about the casino as they don’t get the chance to play the game in time and for that they have to waste lot of money for staying in the hotel and having they meals. But it is very good news for the gamblers and also for the other people that are not able to visit such places to play the game as this game that is poker99 is very much available on the internet. It is not yet finished because in online game you are having something special for you and it is not in any real casinos. Taking a visit to this game then you will come to know that this game is providing you the offers that are very much providing the benefits and it is sure that online now you have the chance for winning thousands of bucks.

In this you are having the bonus in the starting and that is the first deposit that you will do here in this game and if you will add 100 rupees for the first time then you will find that after five minutes you are having 150 rupees in your account and that means you are getting 200% bonus and there is no other game that is having such big offer. All that matters in the online cash games is the safety of the cash that you deposit after you open your account in any of the game.

You will have the comparison so that you get satisfied as there are thousands of people that have done this and it is found that you are not having the account so much safe that you have in any other game. This is the best game that is providing the best safety account. All types of transaction that you will do are very fast and depositing and withdrawing the cash to your bank will take not more than five minutes. This game can be played after you have opened your account t here otherwise there is no chance for playing this game. You are having the second, third and fourth deposit bonus also and they are like second you have 100%, 75% and for the forth deposit you have 50% bonus.

Fun With Passion With Escort Girl In Bangalore

Bangalore Escort Girls

A touch of naughtiness will always spice thing up. The client engages the bangalore escort girls to have some fun time, but quality of fun matters. The escorts must remember they are not supposed to give a pep talk to the clients; they are companions and must look after their client with due tenderness. The Bangalore Escort Girls must remember that their company must be enjoyable and bring pleasure. Therefore, playfulness matters in this game. And the rule book is not against adding up an element of naughtiness on the part of escorts in the game. The touch of naughtiness should be the strength of the escorts and is never weakness. It’s a skill, and it needs good practice. The job profile and the contract of the escort girls demand that the time may extend beyond the contractual period, and they can’t quit. Therefore, a touch of naughtiness in their approach can play a crucial role.

Take everything Positively

Humor is always positive, and it usually brightens up the gathering and the client, and that’s her primary goal. The sense of humor is a way of thinking and needs grooming. It is easier said than done. The sense of humor is not confined to the limited vocabulary of party jokes. The sense of humor escorts in bangalore is the keen sense of understanding the environment and concentrate on the brighter side of it. It needs wide reading to improve the way of thinking and finding out the alternatives. The escort should always keep in mind that they are letting out their time to make it enjoyable. The sense of humor never means to demean other’s problem. It is all about finding the deep inner meaning of life and the pain associated with it bearable.

Make Fun in Life http://www.bangaloreescorts.co/

A person void of any sense of humor is unfit for the profession of escort. The most enjoyable moments of any companionship is to share something in common. The escorts are there to share the burden of the clients and dish out happiness. Therefore, a touch of naughtiness will liven the moments and will bring quality time. The element of naughtiness does not mean doing something silly; it’s doing a routine job with a twinkle in the eye. The part of naughtiness will draw the companion from the boredom, and it will justify her engagement and add value to the service. Remember, it’s a highly personalized service, and there is no thumb rule to apply. The same approach to the same client at two different times can precipitate disparate reaction. So, it’s important to fathom the client’s state of mind. The escorts should enjoy their time also.

One of the best poker gaming sites

Indonesia is that one of the many countries which supports online games. According to statistics, Indonesia derives high annual revenue from online games. Not just these, but the statistics have also increased greatly in the recent few years. People of Indonesia are so busy and hardworking that they hardly have time to step out of their house and engage themselves in parties and social gatherings. This is one of the main reasons why people resort to playing online games to relax themselves and get some peace of mind in between their busy work schedule.

The online games are no less. They greatly attract the people into their hive and lock them up here. They are so good that one does not find the need to quit online games and find some other source of entertainment in their life. Of all the online games that are available on the internet, poker online Indonesia has been recorded as the most loved games as well as the most played game.

Poker online Indonesia is available on many online gaming sites. One such site on which you can play poker game is king poker 99. This is one of the most trusted sites in and around Indonesia for playing poker games. Here are few features of the online website:

  • The 24 X 7 service provided by the website:

This website is considered an ideal website for playing poker games online because this website is available all throughout the day. Even at 12 o’clock in the midnight, if your stressed with your work and you want to take a break, you can just log on to the website kings poke 99 and finish few games and then get back to work. The one best reason why people prefer this site is because it does not have any kind of time limitations.


  • Live chat and customer service:

If in any case you have got any doubts regarding the website or you need any kind of help with the website, then the website has provided you with the facility to chat with the support team directly and get your doubt clarified. There is a pop up dialogue box at the bottom right corner of the website screen. You can just click on the bar and the box will pop up and you can get all you queries answered by the support team.


  • Offers you with wide range of poker games:

It is not just one poker game that you can play here. You can always opt to play as many pokers games as you want depending on your capacity. Kings poker 99 always provides you with that facility.

Not just these, also the deposit and withdrawal schemes of the website are easily accessible and user-friendly to use. The bonuses that the website offers are pretty amazing and such website is even offering such bonus features. These are few main reasons why king’s poker 99 has become famous.