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Tiber Creek Corporation
9454 Wilshire Blvd. 6th Fl.
Beverly Hills, CA 90210
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Public Shell Corporation compared to S-1 Registration Statement

We would be pleased to assist you in taking your company public in the United States. We have considerable experience with S-1 registration statements and filing them with the SEC (Securities and Exchange Commission).

Tiber Creek is the leading company that helps a private companies become public companies by filing an S-1 registration statement. We will make sure your registration statement covers all these points:

    •   A description of the company's business and any property owned by the company.
    •   We will also explain in detail the nature of all the transactions with the company
            principals, officers, and directors. 
    •   Further items for inclusion are any pending legal proceedings, the plan to distribute the
            company's securities and how the proceeds from the sale of the company's securities
            will be used.

Our clients have told us they often thought: "how does a company go public?" or wondered: "how do I take my company public?". They might have heard in years past people would do what was called a reverse merger with a public shell company or simply a shell company or shell merger. Reverse mergers with shell companies or shell corporations are risky transactions.

It is foolhardy to do a reverse merger with a shell corporation. The SEC (Securities and Exchange Commission) has made many changes that have made a reverse merger with a public shell ( public shell corporation also known as a public shell company) nearly obsolete.

Doing a reverse merger - also know as a reverse takeover (RTO) - or reverse merging with a trading public shell company as a way of going public is something to avoid. We prefer to file a registration statement with the Securities and Exchange Commission. Filing a registration statement (usually an SEC S-1 registration statement) has several advantages over a merger with a trading public company:

A. A registration statement allows you to structure your company exactly as you want. Merging with a trading public shell company or shell corporation means accepting a base of shareholders you do not know and who may sell into the market when you do not want this.

B. The advantage of quickly becoming a public company through a reverse merger is no longer true. The rules of the SEC now require that for a merger into a public shell company also called a public shell corporation that you have audited financial statements for your company at the time of the merger. The prior SEC (Securities and Exchange Commission) rule gave you 75 days to have them prepared. In addition, the document which must be filed reporting the reverse merger (a Form 8-K) now must contain the same information as a registration statement.

C. The costs are considerably different. A clean OTC trading company will command as much as $750,000. Our turnkey fee from start to finish is not more than $100,000 and a small stock interest.

Going public can help a company in many ways. The best way to get there is to simply let us take your company public with an S-1 registration statement to avoid the use of a public shell or a reverse merger. There are better ways to go public than doing reverse mergers with public shells.

 

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