Rule 144

Rule 144 allows shareholders a safe harbor to sell their unregistered shares subject to certain conditions and after a certain holding period.Rule 144 is available to shareholders holding shares in both non-reporting and reporting companies. However, Rule 144(i), as amended, provides in pertinent part that the Rule is unavailable for the use by shareholders of any company that is or was at any time previously, a shell company. A shell company is one with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents or assets consisting of any amount of cash and cash equivalents and nominal other assets.

In order to use Rule 144, the former shell Company must have ceased to be a shell company, be subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and have filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer a shell company, then those securities may be sold subject to the requirements of Rule 144 after one year has elapsed from the date that the issuer filed “Form 10 information” with the SEC.  Two of the ways that a company's shareholders can avail themselves of Rule 144 is for that company to file a Form 10 registration statement and thereafter remain current in their Exchange Act reporting requirements, or by the filing of an S-1 registration statement, which also contains “Form 10
information.”