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PRIVATER PLACEMENT 10-SB Registration SB-2Public Offering NASD Form 15c2-11 Reverse Merge/Spin-Off
 
Our firm can assist your Company in completing the NASD disclosure document Form 15c2-11 and compiling the exhibits required to be filed with this document. Form 15c2-11 is a form that allows small business issuers and others to apply for public trading on either the “Pink Sheets” or the OTC-BB. The application is filed by an NASD-licensed, level-three broker-dealer and market maker and is governed by Rule 15c2-11 under the Securities Exchange Act of 1934. Rule 15c2-11 regulates the publication of quotations for OTC securities in a quotation medium, and Form 211 applications, submitted by NASD member firms, must demonstrate compliance with SEC Rule 15c2-11 and the NASD’s Rule 6740.

The Company would file a Form 15c2-11 once a public shareholder base has been established, which is accomplished upon the completion of a state registered Regulation D Rule 504 state registered public offering or upon the completion of a federally registered Form SB-2 filing. After the Form 15c2-11 has been filed, the NASD normally has several questions – in the form of formal comment letters – for those issuers in regards to their public shareholder base, capitalization history, business plan, etc. Our firm provides consulting services to assist the Company respond to these letters.

   
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