OTC/OTCBB LISTINGS

OTC Listings

Structuring an OTCBB Listing on the US Stock Exchange requires a grouping of skills and understanding of the regulatory market. The US market has some of the highest volume trading in the World and is an ideal market for new company listings.

Requirements for listing clients on the US OTCBB (Over the Counter Bulletin Board) include:

–          An active company or assets with a business plan

–          30+ investors

–          Audited financial statements

–          $100,000 in cash assets or over $1,000,000 in historic revenue within the last 12 months

–          2 Directors

–          An S1 filing filed and approved by the SEC

–          A Transfer Agent

–          A Market Maker

In addition, we have available public company shells for merger and acquisition for quick listing of your company.

The OTC Bulletin Board (OTCBB) is an interdealer electronic quotation system in the United States that displays real-time quotes, last-sale prices, and volume information for many over-the-counter equity securities that are not listed on a national securities exchange such as NASDAQ.  Broker-dealers who subscribe to the system can use the OTCBB to look up prices or enter quotes for securities that are listed on the OTCBB.

In our opinion an OTCQB listing would be advisable, it just has an additional layer of compliance, we can start with the Pink Sheet Listing and you can choose to uplist to OTCQB or QX, if desired.

For an OTCQB/QX listing, the listing process is similar to a Pink Sheet listing but with the Reg A plus filing you will qualify for the OTCQB or the QX. The OTCQX requires audited statements, larger net tangible and revenue requirements, min bid price and minimum shareholder requirements.

Once on the QB, if you meet these requirements or meet the exemptions you can quickly and easily move up to QX.

The Pinksheet or OTCQB listing steps would include:

• Form Nevada or Delaware Holding company if necessary
• Engage transfer agent and initiate DTC (Depository Trust Company) Electronic clearing
• Engage DTC participant broker
• Prepare Listing/Registration statement
• Prepare DD legal opinion
• Make company reporting issuer with Edgar
• Engage Market Maker(s)
• Prepare audits if necessary (refer to accountant)
• File S1 or Reg A plus listing statement and pay fees to exchange
• Review and respond to regulator comments

The fees includes preparation of OTC registration statement and offering document, legal opinion, preparation of 15c211 for dtc participant, setup of transfer agent and 6 month retainer, payment of fees to PinkSheets / OTC markets.  You would be responsible for the accounting fees.

Once you are public we have a number of funders that can easily raise 2.5 mm for the company, with information on the company we can get preliminary funding approval prior to listing.

Timelines: In most cases the complete listing process will take 60-90 days, although our service providers are very efficient and we are confident that we could have the listing completed within 45-60 days.

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