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.

Is Blockchain Poised to Become a Primary Currency

According to CBS Money Watch, most Americans are living paycheck to paycheck and finding ways to juggle their personal finances. Most of us struggle with debt at some point in our lives, but what if instead of managing credit cards, sorting out balance transfers, and applying for personal loans, you could easily liquidate assets using an online token system to quickly gain funding for the things you need? It may sound like a fantasy of the future, but it’s actually happening now. (more…)

Giving Online and Offline

The internet revolution of the late nineties and early 2000s has affected our lives in massive and often unpredictable ways, touching all sectors of human existence in usually positive ways. The same can be said about the non profit industries segment, which includes charities, philanthropic foundations for aid, and social enterprises. Technology has been adaptable and flexible in allowing these individuals and organizations to make public appeals for donations, solicit donors in the cyberspace, as well as accept gifts online through secure payment gateways. (more…)

How the World Celebrates Giving Tuesday Through Crowdfunding

No matter what nation we live in, Giving Tuesday is that quiet welcome break from our self-indulging lives to spend a little time doing something for someone else. The humble celebration of giving sees people around the world choosing to spare their time and money to give selflessly to a cause, to volunteer at a nonprofit and so on. They may do this through activities, contests and other programmes organized on the day. Fundraising activities during this time are more likely to become a success, witnessing thousands of people more willing to make donations in India and around the world.

Different countries celebrate the day differently – or do they?

Giving Tuesday stirs the good in people in different ways around the world. This movement that recognizes the joy of giving and being kind began in the United States in 2012, falling on the tuesday after Thanksgiving. The rest of the world followed slowly. Italy and Liberia celebrated the day for the first time in 2017. Many nonprofits, foundations and charity organizations plan their crowdfunding campaigns around the day. Brazilian companies and brands are looking to get more involved in the concept with passing years. Liberia sees awareness events gaining more popularity during this time and more organizations are interested in planning more.

The one trait that creates a visible pattern among nations is that nearly every country sees a large number of nonprofits and charity organizations turning to crowdfunding to encourage people to join in the celebration of giving. Here are some of our favourite Giving Tuesday campaigns from the past.

The Painted Turtle

An organization that believes children with chronic illnesses aren’t defined by their suffering, The Painted Turtle plans innovative camping programs that give such children a dose of the childhood they need, empower them to try new things and encourage confidence. Since they don’t believe in asking their little campers to pay for their experience, they turned to a crowdfunding platform to get help with funds to keep their program running. Their Giving Tuesday fundraiser raised over US $38000 with a matching gift from The Wallman Family.

GREAT Foundation

Based in Pune, India, GREAT Foundation is run by a strong-willed IIT professor who believes that it’s unfair for only privileged children to finish their schooling and attend university, and the segment of have-nots being left out of this scheme. Under the notion that poverty can be ridden only by educating the children in underprivileged communities, she turned to Impact Guru, an India-based global crowdfunding platform to help these children afford the education they aspire.

Giving Tuesday is not as widely and visibly celebrated as other holidays, but it’s here to stay and we hope you’d join the club as well next year! Consider spending the upcoming Giving Tuesday volunteering or donate to a cause you love – or both!

Payday loan – how you need to repay it

You might face anytime the situation where you need urgent money but can’t find a solution from where to get the money? If you ever face this situation further where you need urgent money then you should apply for the payday loan.

A payday loan is a short time or term loan that needs to be repaid next month at the payday date. In order to repay the amount of loan you can grant access to the lender to your bank account or if you want then you can also write the paycheck of the lender name so that when the time comes lender an go to the bank and submit the paycheck to clear or get the loan amount back. Also, remember that if you repay the loan amount through the paycheck then, in that case, you also need to include the interest amount in the paycheck.

Interest on payday loans and how to pay the loan

The rate of interest in the payday loans varies from lender to lender and completely depends on the mutual agreement between the lender and the borrower. In the UK, the lender for a payday loan is available very easily.  You can search it online as there are various lenders available that can help you in the getting the payday loan. Many lenders ask the borrower to pay the loan at one installment only, but now in order give the convenience many lenders provides the EMI option as well. So, if you are not able to give the entire amount at once then you can also pay it in installments. However, remember that EMI should not be exceeding more than three payments. That means you should pay the loan amount in 3 installments. In order to get the loan from the service of payday loans UK, you need to fill the simple application form and attach all the necessary documents so that your loan will pass easily.

What happens if you fail to repay the loan?

Generally, lender tries to collect the funds from your account or through the paycheck. But if you don’t have sufficient funds in your account then the lender may make use of various attempts and methods to recover their money. However, if you are facing any trouble to repay the amount of loan then, in that case, you should talk with your lender, so that they can prepare a new repayment plan to pay the loan amount.

Why to Make Use of Retail Cases?

If you are planning to buy retail cases for your business or restaurant then this article will provide you with some pointers on how to go about things? We will take a look some pointers in choosing the right kind of retail case for your business. You will also find out some of the alternatives to the retail case.

What are retail display cases?

The retail display case is a retail fixture display which can help you merchandise any product which you want to lock up. The cases are extremely useful in the sense that they can keep all your items safe. They can also securely display the merchandise and present them in an appealing manner for your potential customers to make use.

What are the alternatives to retail display case?

Some of the alternatives would be local cabinet and modular glass shelving. These come with own pros and cons. The local cabinet is good and can hold lots of items but you will want to know that the designer might not be able to design a cabinet which can reach on the same level that of a display case.

The modular glass shelving can help you by saving money, but does not come with the same kind of security element which can be offered with that of a retail display case. The alternatives might not be suitable for usage when compared to the retail display case. You are better off using the retail display case for your requirements.

Considerations when choosing the best retail display case for your store

When you want to stock the merchandise for having inside your display cases then you can do it underneath your case or in the back. This is when you should make use of the options which you have for your case to work for your application. The display case must blend in with the décor of your store?

You can select the colors which are available for your retail display case. They are many low pressure laminates and you can only make use of a single retail display case. However you can always upgrade to the custom high pressure laminate which comes with several different laminates which can blend in with your store.

You need to also decide on the retail display case on whether it can help in securing the items. The locks on the storage and glass doors must be fitted with locks. You should also decide on whether your products will require lights. Some of the items kept in the retail display need to have lights inside them otherwise they won’t be able to be viewed by the customers.

When you are making use of jewelry then you will want to make use of halogen lighting. The ambient and fluorescent lighting would be ideal for placing t-shirts in there. Food can be also stored within encapsulated lights for ensuring the safety of the food placed in there. When the retail display case arrives make sure to check the weight and place it in the right area.