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● Current transfer agent generated shareholder list, indicating name and address of each shareholder, the number of shares owned, date of share ownership, and whether the shares are restricted, control, or free trading;
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● Merger andor consolidation agreements;
● Partnership andor joint venture agreements;
● Unaudited financial statements for the last 2 fiscal years and interim periods;
● Details of all private offerings including who solicited investors, how they were known to the solicitor, and how many individuals were solicited, and whom did not purchase;
● One full copy of the subscription agreement executed by each investor and copies of all checks from the subscribers or other proof of payment;
● Copies of the Form D filed with the SEC;
● Description of all relationships among and between every shareholder and the issuer, its officers and directors, and other shareholders;
● A statement indicating whether any person or entity has control, written or otherwise, of the sale, transfer, disposition, voting or any other aspect of the shares listed on the shareholders list other than the shareholder;
● Whether any officer or director of the issuer had any regulatory action taken against himher by the SEC, NASDAQ
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● A detailed business plan, which includes a detailed chronological account of each and every step the issuer has taken in furtherance of its stated objective since inception;
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● Schedule of all material patents, trademarks, trade names, service Brenda Hamilton marks, and copyrights; and
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Listing on the OTC Pinks l Rule 144 of the Securities Act
Private companies using 15c2-11in their giong public transaction must rely on Rule 144 of the Securities Act to create shareholders who hold unrestricted stock. Because Rule 144 is not available for a private company that has, at any time, been a shell company, or "blank check company" it is critical that the company going public never have been a shell company.
If a private company was once a shell company it must file a registration statement with the SEC in order to go public. Generally, for shareholders of private companies that have never been shells
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SEC Rule 15c2-11 l Going Public Transactions
SEC Rule 15c2-11 requires that current public information be made available to investors. This information is initially provided on Form 211 and the 15c2-11 application with FINRA. FINRA and SEC Rule 15c2-11 require that market makers review basic issuer information prior to publishing quotations of an issuer’s securities. FINRA also requires that market makers have a reasonable basis for believing that the information provided by the company is accurate and from reliable sources.
Qualifying for OTCMarkets’ Pink Current Information tier is a straight forward and relatively inexpensive way for small companies to go public, and to enjoy the benefits that status provides.
For further information about the OTCMarkets OTC Pink Sheets, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 201 S, Boca Raton Florida, (561) 416-8956 or contact Brenda Hamilton, SEC attorney at bhamilton@securitieslawyer101
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