WHY BUY A PUBLIC SHELL?

To become a public company quickly, one of the most expeditious routes is to acquire an existing public company, and merge a private company into it. Commonly referred to as a 'Reverse Merger', taking a Company public this way is not new at all. Several nationally known, very successful and now large profitable companies got to be a public company by way of a reverse merger.

The reverse merger process has been utilized by many successful and well known business people. The process has also been successfully used by those in the public securities profession. For example, early in 1996, Muriel Siebert, who made history on Wall Street, by becoming the first woman to buy a seat on the New York Stock Exchange (NYSE), took her brokerage firm public through a reverse merger with a liquidated publicly traded New York furniture business.

These and other top business people realized that to become a public company quickly, acquiring an existing public company was the easiest and most cost effective way to accomplish their goals.

Merging a private company with a public company must be completed in such a way that potential difficulties can be minimized or avoided. When a private company merges with a public company that had been active, there becomes a real and dangerous potential of finding 'skeletons in the closet'. These may be in the form of unsettled or pending lawsuits, dissatisfied shareholders, late or negligent filing of reports with the various regulatory bodies, environmental or other problems.

SCA., can offer for sale a "clean" public company for the purposes of a reverse merger, that has never traded nor have any operations. Usually, these public shell entities have an authorized share capital of approximately 50,000,000 shares. Approximately 1,000,000 - 5,000,000 shares are issued and outstanding. In the reverse merger transaction, a private company shareholders may acquire a substantial portion of the public company shares, and elect it's own officers and directors. Through this process, the private company shareholders own shares in a publicly traded entity.

Subject to current securities rules and regulations, the company can then access the capital markets through private placements and secondary stock offerings. The company can also begin to maximize the awareness of the company's new publicly traded status to the investment community, thus establishing a public market for their shares.

Taking a company public through this route, may be accomplished very quickly compared to the traditional IPO route which may not be available to most candidates anyway. SCA specializes in merging private companies with clean public shells through a unique and relatively inexpensive method.