Vista Investments

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Public Shells

Trading Non-Reporting:


·         Normally trades on the Pink Sheets. (Pink Sheets is a privately owned quote service not associated with NASD and not subject to SEC reporting requirements.

·         Past reporting, a delinquent filer, no longer current with its SEC filings.  May avoid SEC review if reporting is brought current.


Trading and Reporting OTC/BB:


·         Reporting with the SEC, must file annual 10ks with an audit, 10Qs and 8Ks.

·         Can be a 15D reporting under the ‘33 Act, or a 12G reporting under the ‘34 Act.

·         Value is $400,000 to $900,000 and equity dilution of 4% to 9% post merger 



Never Reporting: 


·         Company must file a registration statement to become a reporting company and will normally require a SEC review.

·         May qualify for the “piggy back” exemption if the company becomes current and compliant with the SEC in its reporting requirements.

·         Designated Pink Sheet

·         Directed trading pink sheet, does not have a 15c211 on file with the NASD.

·         No NASD symbol.

·         On a level two quote, the market maker will quote the bid/offer 1 share by 1 share only.


Non-Trading Non-Reporting:


·         Normally only a shareholder base.

·         No symbol.
May or may not have been a reporting company in the past.

·         Must file with SEC full business information and audits to become reporting. Market Maker must file a new 15c211 with the NASD to get symbol.


This type of shell is least attractive.


Reporting Non-Trading:


·         12G companies, normally just filed a 10k with no business.

·         Usually one shareholder.

·         No symbol.

·         Gray sheet, an inactive symbol.

·         May or may not be reporting.

·         No active market maker.

·         Market maker must file a new 15c211 with the NASD to get symbol.

·         A shareholder base of 50 or more is necessary to get a symbol.


Reporting company will have an audit



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