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Microcap & Penny Stocks : 504 Reg D and Beyond - Going public without an Underwriter -- Ignore unavailable to you. Want to Upgrade?

To: Chloe R who wrote (22)	7/1/1998 3:21:00 PM
From: micky	Read Replies (1) \| Respond to of 50

A company does not file the 15c-211, a registered BD market maker does, based on data the company must provide, like shareholder lists, financials, officers and insiders, a description of the business, etc. This may change since BB companies will soon have to be fully reporting to the SEC.. Having a 504 is not necessary. Initial investors (while the company was private, who provided the start-up capital or services in exchange for stock) whose shares are free-trading can sell them once its listed.

To: Chloe R who wrote (22)	7/2/1998 6:41:00 AM
From: american dreamer	Respond to of 50

The properly done 540 allows the company to prepare a 15c2-11 for submission to the NASD by a market maker. The 504 does not assure that the NASD will allow the stock to trade though. The NASD will review the structure of the offering as well as look for individuals or organizations who are have demonstrated questionable practices in the past. If everything is in order, the NASD will allow the stock to begin trading. At some point in the near future, the company will have to file with the SEC to become a fully reporting company to remain on the bulletin board. (10Q's and 10K's etc).

To: Chloe R who wrote (22)	7/2/1998 6:56:00 AM
From: american dreamer	Respond to of 50

To respond further, in order for a company to file a 15c2-11 (through an approved broker dealer) and begin trading, a company must be a "C" Corporation and have a minimum of, I believe, 35 shareholders. These shareholders must have purchased their stock legitimately for value and must have held their stock for a minimum of 1 year so that it can be traded pursuant to rule 144. Soon, they will also have to have audited financials and file a SEC Form 10 in addition either prior to or after filing the 15c2-11. (probably within a certain time after). In the business these kind of companies are called "144 companies". The other ways to create a tradable stock is through the 504 or one of the several registrations with the SEC. I hope that answers your question.