A shell company or a blank check which was crated and taken public prior to the passage of Rule 419 (United States, 1992) and was permitted to continue to exist without the restrictions of that rule. Knowing that the new rule would allow grandfathering, smart players managed to form many new shells and blank checks as possible. The then new rule was designed to put a curb on scams that were misusing shells or blank checks. A founder of a blank check sought whereby to raise money in a public offering, and then searched for a company with which to complete a reverse merger.