Going Public by Way of Regulation D (504) Offering…

Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. Regulation D (or Reg D) provides three exemptions from the registration requirements, allowing some smaller companies to offer and sell their securities without having to register the securities with the SEC.

Corporate Shells.

A corporate shell could be likened to a house that had been occupied by a family. Prior to the family moving out it was a home. But now it is just shell, a skeleton, a plain house with nobody in it, but if a family was to purchase the house and move in, it becomes a home.