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by Stockwatch Business Reporter
The TSX Venture Exchange fell 2.37 points to 696.75 Tuesday. Bedo Kalpakian and his nephew Jacob, two Howe Street stock promoters, are planning to use a Canadian Securities Exchange-listed company, 37 Capital Inc. (JJJ), for an activity not allowed on the TSX-V, namely using a shell to create more shells.
Last February, 37 Capital incorporated two subsidiaries, 27 Red Capital Inc. and 4 Touchdowns Capital Inc. The Kalpakians have now stated that they plan to spin off these two subsidiaries to create two shells, each with some cash and a promissory note (so far no precise amounts). The spin-off companies will become reporting issuers in British Columbia, Alberta and Quebec, and they will search for businesses to acquire. Shareholders of 37 Capital, which has 1,067,724 shares outstanding, will receive one share of each spin-off company for each share of 37 Capital held. The company will ask shareholders to approve the plan of arrangement at a meeting on June 4, but considering they will receive a position in two new companies without having to pay for more shares, asking for their approval is a mere formality.
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