THE SCA SHELL PROCESS

Shell Profile:

Our shells were formed to be a vehicle for merger with a private company, and is free of operating history, assets or liabilities, existing or contingent.

Our Evaluation Process:

Submit the questionnaire and our investment committee will make a decision concerning your inquiry within 48 hours.

We prefer to make a public shell corporation available to a going concern, profitable private company. However, we have made shells available to start-ups when there is key management in place, when a great idea or concept has been developed and substantial funding or seed capital is available.

How Long Until Trading:

This process is demanding and time sensitive to both the client company and the public shell company. Assuming the co-operation of the client company in providing all necessary information, obtaining action of its Board of Directors and providing audited financial statements within the required time, you may expect to be trading in 90 to 120 days after execution of the agreement.

The Process:

One of our principals is an SEC attorney specializing in these transactions and worked for the S.E.C. for over 20 years in the enforcement division. Our attorney will provide all documents and filings required to complete the transaction. Legal fees for the completion of "the business combination" and all filings to become a trading company are included. Unlike most shells for sale, SCA provides a complete turn-key package.

The Cost:

The cost for the transaction is approximately $100,000 dollars, plus between 5-15% equity of the merged entity which includes legal fees. These fees do not include the auditing costs nor do they include S&P registration.

Progress Payments:

Progress payments are acceptable in three installments: The first due when work is commenced, the second when the SEC filing is made, and the final when the Form 211 is filed. If you cancel the engagement after preparation of the SEC filing is commenced, all of this fee will be retained.