OTCBB Compliance

For public companies, regulatory requirements are complex and increasingly more stringent every year. OTCBB or Bulletin Board Companies have very specific legal needs that require the representation of a securities law firm that is familiar with the current regulation and proposed regulatory changes. Moreover, the securities regulations change either via statutory amendments or interpretative releases on a continuous basis. Accordingly, to benefit clients, securities law must be the focus of the attorney, and not a part time endeavor.

Legal & Compliance, LLC can provide the following services;

• Meeting reporting requirements for OTCBB or Bulletin Board Companies and reporting Pink Sheet Companies, including quarterly 10Q's, annual 10K's, periodic 8-K's; proxy and information statement filings
• The drafting and filing of Registration Statements, including Registration Statements for initial or secondary offerings for both already public companies or companies going public
• Coordinating all EDGAR filings
• General corporate compliance with state and federal corporate and securities laws for private, pink sheet and bulletin board companies
• Representing officers and directors of Reporting Pink Sheet and OTCBB or Bulletin Board Companies
• Assistance with 15c2-11 applications
• Mergers and acquisitions for OTCBB or Bulletin Board Companies
• Change in control transactions
• Stock option plans
• Private offerings including preparation of Placement Memorandums (PPM's);
• PIPE Transactions
• General contract work such as employment agreements; marketing agreements; asset purchase; stock purchase; licensing agreements; and distribution agreements.
• All debt and equity transactions

The following "Quick Facts" section answers the majority of the technical questions we receive concerning OTCBB Compliance and Periodic Reporting Requirements;

• Only companies that have securities registered under either the '33 or '34 Act are required to file reports
• It is not a requirement that securities be registered to be eligible for quotation on Pink Sheets, accordingly Pink Sheet companies generally are not required to file reports
• Reporting entities are those entities that are subject to the reporting requirements under either Section 13 or Section 15(d) of the Securities Exchange Act of 1934
• Reporting entities are required to file quarterly forms 10Q (or 10-QSB for small businesses); annual forms 10K (or 10-KSB for small businesses) and periodic reports on form 8-K upon the occurrence of certain events
• Section 13 requires reporting for Issuers who have registered securities pursuant to the Securities Exchange Act of 1934 (i.e. a Form 10) and Section 15(d) requires reporting for Issuers who have registered securities pursuant to the Securities Act of 1933 (ie an "S" registration statement such as S-1; SB-1, SB-2 etc..)
• Companies that are 34 Act filers (i.e. required to file reports per Section 13) are also subject to the proxy rules (filing of certain proxy statements and information statements and providing annual reports to shareholders)
• In addition officers, directors, 5% shareholders and 10% shareholders of reporting companies have certain reporting obligations as to their stock ownership and changes in stock ownership
• Annual reports are due 90 days from the date of the fiscal year end; quarterly reports are due 45 days from the quarter end and periodic reports on form 8-K are due within 4 days of the reportable event
• it is a requirement to be eligible for quotation on the over the counter bulletin board that an entity be reporting and current in its reporting obligations
• Generally reporting requirements for a small business issuer are set out in Regulation S-B and for any other issuer in Regulation S-K
• A small business issuer is a company that has revenues of less than 25,000,000 per year and a public float (market value of outstanding equity held by non-affiliates) of less than $25,000,000
• A form 8-K must be filed within four days of the occurrence of certain reportable events such as the entry into a material definitive agreement, the closing or termination of such an agreement, a change in control, change in officers or directors, or a change in a company's financial condition as previously reported.

Bulletin Board reporting requirements are highly technical. Consequently, it is imperative to retain a law firm that possesses extensive experience in serving OTCBB Companies.