Equity Resale by Former Shell Companies Following Change in Control

One way for issuers to attain SEC-reporting status is to engage in a share exchange agreement with an already registered "shell company" as defined in Rule 12b-2 under the Exchange Act of 1934.  In such reverse merger or reverse acquisition transactions, it is common for the shell to continue only as the legal entity and for the target to be treated as the accounting acquirer.  

China Electronics Holdings, Inc. Form S-1 dated 10/15/10 (SEC file no. 333-169968): 

The selling stockholders of this shelf offering acquired the issuer common stock pursuant to share exchange and subscription agreements dated July 9.  The share exchange agreement between the former shell Buyonate, Inc. and the Delaware corporation China Electronic Holdings, Inc. (now a subsidiary of the Nevada-incorporated Registrant), as well as the subscription agreement between Buyonate and certain of the selling stockholders are exhibits to the Form 8-K dated 7/22/10 (file no. 333-152535). 

Compass Acquisition Corp. Form S-1 dated 10/12/10 (SEC file no. 333-169877): 

This reoffer of ordinary shares is the first public offering of the former blank check company, which is organized in the Cayman Islands.  On May 24, Compass acquired Tsing Da Century Education Technology Co. Ltd., a provider of on-line and off-line educational services in China.  The transaction was treated for accounting purposes as a capital transaction and recapitalization by Tsingda, the accounting acquirer, and as a re-organization by Compass, the accounting acquiree. 

Linda Illumination, Inc. Form S-1 dated 9/16/10 (SEC file no. 333-169431): 

The former China Real Estate Acquisition Corp. registers common shares for resale that had been initially sold in a July private placement.  On April 28, the company acquired Linda International Lighting Co., Ltd by way of a share exchange agreement that is reported in Form 8-K filed on 4/30/10 (file no. 0-53842).  Pursuant to the requirements of Item 2.01(a)(f) of Form 8-K, the company sets forth therein the information that would be required if it were filing a general form for registration of securities on Form 10 under the Exchange Act giving effect to the transaction.