Preparation and Review of Financial Reporting Documents

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OTC MARKETS.COM

OTC Markets, formally the “Pink Sheets,” is the marketplace for the securities of start-ups and emerging companies. OTC Markets is not a stock exchange, but rather an Internet site authorized by federal regulatory authorities allowing for the sale of free trading securities to the public in the “secondary market.” Use of this term refers to sales from one shareholder to another, and not to sales of securities originating from the issuing company itself.

Following is some introductory information on the OTC Markets website for investors:

Quotes and Investor Information for OTCQX, OTCQB, OTC Pink and other OTC Stocks

The basis for disclosure required of OTC Markets-eligible companies is SEC Rule 15c2-11 (“Rule”) which is designed to allow non-reporting public companies (those not reporting on EDGAR) securities to be quoted on The Financial Industry Regulatory Authority ("FINRA") Over-the-Counter Bulletin Board ("OTCBB") as well as OTC Markets by filing some simple disclosures. An OTC Markets eligible company must be sponsored by at least one securities broker/dealer, known as a “market maker.” Following is the disclosure list from the Rule:


(5) The following information, which shall be reasonably current in relation to the day the quotation is submitted and which the broker or dealer shall make reasonably available upon request to any person expressing an interest in a proposed transaction in the security with such broker or dealer:

  1. The exact name of the issuer and its predecessor (if any);
  2. The address of its principal executive offices;
  3. The state of incorporation, if it is a corporation;
  4. The exact title and class of the security;
  5. The par or stated value of the security;
  6. The number of shares or total amount of the securities outstanding as of the end of the issuer's most recent fiscal year;
  7. The name and address of the transfer agent;
  8. The nature of the issuer's business;
  9. The nature of products or services offered;
  10. The nature and extent of the issuer's facilities;
  11. The name of the chief executive officer and members of the board of directors;
  12. The issuer's most recent balance sheet and profit and loss and retained earnings statements;
  13. Similar financial information for such part of the 2 preceding fiscal years as the issuer or its predecessor has been in existence;
  14. Whether the broker or dealer or any associated person is affiliated, directly or indirectly with the issuer;
  15. Whether the quotation is being published or submitted on behalf of any other broker or dealer, and, if so, the name of such broker or dealer; and
  16. Whether the quotation is being submitted or published directly or indirectly on behalf of the issuer, or any director, officer or any person, directly or indirectly the beneficial owner of more than 10 percent of the outstanding units or shares of any equity security of the issuer, and, if so, the name of such person, and the basis for any exemption under the federal securities laws for any sales of such securities on behalf of such person.



Companies listed on OTC Markets need an opinion of counsel for each financial report posted on otcmarkets.com. Guidelines for legal counsel’s opinions for OTC Markets periodic reporting basically mirror the Rule. OTC Markets companies file quarterly and annual financial reports. The annual report contains more disclosure. Financial statements do not have to be audited. Click here for an example of a recent legal opinion prepared on behalf of an OTC Markets client:

Sample Form

Following is a list of companies I currently represent on OTC Markets. Information concerning these companies, including current stock price quotes is contained at www.otcmarkets.com.

Company Name

Boreal Water Collection, Inc.
SaviCorp

Trading Symbol

BRWC
SVMI

SaviCorp is de-registered and plans to file a "Form 10" soon.

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