To: Ice Cube who wrote (2006 ) 3/27/2001 9:23:39 PM From: StockDung Respond to of 2413 Differences between NASDAQ and the OTC Market fraudbureau.com There are a number of differences that can in be summed up in a word: risk. Each difference explains why trading in OTC Market stocks is a risky venture not to be pursued by anyone not prepared to lose all one’s money. Some of the notable differences are: Listing Requirements NASDAQ companies are subject to stringent listing requirements. OTC market stocks are not subject to the same substantive requirements. NASDAQ companies must meet minimum listing standards such as having minimum amounts of net assets and minimum numbers of shareholders. Conversely, the OTC do not have to meet any minimum standards. In addition, NASDAQ also performs background checks on the business and principals of their companies. Ongoing Reporting Requirements NASDAQ also requires that companies be in full compliance with SEC ongoing reporting requirements. NASDAQ companies are obliged to file annual financial reports (10-K Forms), quarterly reports (10-Q Forms) and other filings with the SEC. If any company doesn’t comply, that company can be delisted for being delinquent. A company must file reports with the SEC if it has 500 or more investors and $10 million or more in assets; or it lists its securities on the major exchanges. As such many OTC stocks are not required to file reports. In part this has changed in that as of January 1999, new OTC companies must file their financial reports with the SEC and those existing OTC companies as of January 1999 must, starting July 1999, comply with the new requirements to be phased in over a 12 month period beginning in July 1999 and continuing through June 2000. After June 2000, all companies on the OTC Bulletin Board will have to comply. OTC stocks are thinly traded Since the market for these stocks are usually controlled by a single market maker, the stocks are subject to price manipulation. The brokers on the inside can create false volume by trading among themselves, artificially raising the price on little volume and in the classic “pump and dump” scams, once they inflate the price, such brokers will dump their stock to unsuspecting investors. Such investors will find that once they buy these stocks, there are no other buyers, with the result that the price will plummet. Read our other articles on the type of scams that these OTC stocks are subject to. Published Quotes NASDAQ stock prices are quoted regularly in newspapers which allows you to keep track of the prices of your stocks. Since OTC stocks are not traded in an open market but only between brokers, you must rely upon your broker to get you the information. Conflict of Interest Where your broker has an inventory of OTC stocks that he or she wants to sell, once such broker recommends to you to buy such stock, he put himself or herself in a conflict of interest. In such cases the broker is not acting as your agent but in fact acting as a principal in his or her own name. Your trade confirmation should indicate this. Difficult to Make Money In addition to the concerns of fraudulent schemes and scams that OTC stocks are vulnerable to, because the stocks are thinly traded and the spread between the bid and ask are quite large it is quite difficult to make money. For example, where the bid is $2 and the ask is $3, to buy such stock you will normally have to pay the $3. However unless new buyers come in and raise the bid to $3, you might not ever make any money. In other words, the bid price must at least rise to $3 for you to break even. This is not the case with NASDAQ stocks since there is a real market not controlled by brokers. Lack of track record Many of the OTC companies are new with no proven track record. Their products or services are new or in development and only time will tell whether they will be a success or failure. Lack of Information Wall street brokerages do not follow OTC stocks for a number of reasons. Accordingly, there is a lack of information on which to judge and assess these OTC companies. The only information that you can usually obtain are from the brokers who are trying to sell their own inventory. This of course is not the case with NASDAQ companies. Because of the foregoing factors, investing in OTC companies are quite risky because of the lack of filing and other information, no proven track record and the lack of liquidity. It is for this reason why we discourage any one from buying into the OTC market. If you still want to invest, then recall the “buyer beware” adage and be prepared to lose everything.