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Microcap & Penny Stocks : THE NEW ISSM!!!! -- Ignore unavailable to you. Want to Upgrade?

To: Brander who wrote (344)	2/3/1999 1:54:00 PM
From: David Sirk	Read Replies (1) \| Respond to of 915

(1) For initial inclusion, the issue shall have three registered and active Market Makers, and for continued inclusion, the issue shall have two registered and active Market Makers, one of which may be a Market Maker entering a stabilizing bid. (2) (A) For initial inclusion, the issuer shall have: (i) net tangible assets of $4 million; (ii) market capitalization of $50 million; or (iii) net income of $750,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. (B) For continued inclusion, the issuer shall maintain: (i) net tangible assets of $2 million; (ii) market capitalization of $35 million; or (iii) net income of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. (3) For initial inclusion, the issuer shall have an operating history of at least one year or market capitalization of $50 million. (4) For initial inclusion, common or preferred stock shall have a minimum bid price of $4 per share. For continued inclusion, the minimum bid price per share shall be $1. (5) In the case of a convertible debt security, for initial inclusion, there shall be a principal amount outstanding of at least $10 million. For continued inclusion, there shall be a principal amount outstanding of at least $5 million. (6) In the case of common stock, there shall be at least 300 round lot holders of the security. An account of a member that is beneficially owned by a customer (as defined in Rule 0120) will be considered a holder of a security upon appropriate verification by the member. (7) In the case of common stock, there shall be at least 1,000,000 publicly held shares for initial inclusion and 500,000 publicly held shares for continued inclusion. For initial inclusion such shares shall have a market value of at least $5 million. For continued inclusion such shares shall have a market value of at least $1 million. Shares held directly or indirectly by any officer or director of the issuer and by any person who is the beneficial owner of more than 10 percent of the total shares outstanding are not considered to be publicly held. (8) (A) A failure to meet the continued inclusion requirements for a number of Market Makers shall be determined to exist only if the deficiency continues for a period of 10 consecutive business days. Upon such failure, the issuer shall be notified promptly and shall have a period of 30 calendar days from such notification to achieve compliance with the applicable continued inclusion standard. (B) A failure to meet the continued inclusion requirements for minimum bid price and market value of public float shall be determined to exist only if the deficiency for the applicable criterion continues for a period of 30 consecutive business days. Upon such failure, the issuer shall be notified promptly and shall have a period of 90 calendar days from such notification to achieve compliance with the applicable continued inclusion standard. Compliance can be achieved by meeting the applicable standard for a minimum of 10 consecutive business days during the 90-day compliance period. (9) (A) In the case of rights and warrants, for initial inclusion only, there shall be at least 100,000 issued and the underlying security shall be included in Nasdaq or listed on a national securities exchange. (B) In the case of put warrants (that is, instruments that grant the holder the right to sell to the issuing company a specified number of shares of the Company's common stock, at a specified price until a specified period of time), for initial inclusion only, there shall be at least 100,000 issued and the underlying security shall be included in Nasdaq or listed on a national securities exchange. (C) In the case of index warrants, the criteria established in the Rule 4400 Series for Nasdaq National Market securities shall apply. (10) (A) In the case of units, all component parts shall meet the requirements for initial and continued inclusion. (B) In the case of units, the minimum period for inclusion of the units shall be 30 days from the first day of inclusion, except the period may be shortened if the units are suspended or withdrawn for regulatory purposes. Issuers and underwriters seeking to withdraw units from inclusion must provide Nasdaq with notice of such intent at least 15 days prior to withdrawal. (11) The security shall not currently be suspended from trading by the Commission pursuant to Section 12(k) of the Act. (12) The issuer shall certify, at or before the time of qualification, that all applicable inclusion criteria have been satisfied. (13) The issuer shall pay the Nasdaq Issuer Quotation Fee described in the Rule 4500 Series. (14) The issuer shall file with Nasdaq three (3) copies of all reports and other documents filed or required to be filed with the Commission. This requirement is considered fulfilled for purposes of this paragraph if the issuer files the report or document with the Commission through the Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system. An issuer that is not required to file reports with the Commission shall file with Nasdaq three (3) copies of reports required to be filed with the appropriate regulatory authority. All required reports shall be filed with Nasdaq on or before the date they are required to be filed with the Commission or appropriate regulatory authority. Annual reports filed with Nasdaq shall contain audited financial statements. (15) The issuer shall provide full and prompt responses to requests by Nasdaq for information related to unusual market activity or to events that may have a material impact on trading of its securities in Nasdaq. (16) Except in unusual circumstances, the issuer shall make prompt disclosure to the public through the news media of any material information that would reasonably be expected to affect the value of its securities or influence investors' decisions and shall, prior to the release of the information, provide notice of such disclosure to Nasdaq's MarketWatch Department*. (17) The issuer shall be required to file on a form designated by Nasdaq notification of the creation of a stock option, employee stock purchase or other stock remuneration plan or the issuance of additional shares of any class of securities included in Nasdaq, except for the issuance of additional shares under a stock option, employee stock purchase or other stock remuneration plan, no later than 15 calendar days prior to the creation of the plan or the issuance of additional shares.

To: Brander who wrote (344)	2/3/1999 1:55:00 PM
From: David Sirk	Respond to of 915

(18) The issuer of any class of securities included in Nasdaq shall notify Nasdaq promptly in writing of any change in the issuer's transfer agent or registrar. (19) The issuer shall comply with any obligation of any person regarding filing or disclosure of information material to the issuer or the security, whether such obligation arises under the federal securities laws and the rules and regulations promulgated thereunder or other applicable federal or state statutes or rules. (20) The issuer shall notify Nasdaq promptly in writing of any change in the general character or nature of its business and any change in the address of its principal executive offices. The issuer also shall file on a form designated by Nasdaq notification of any corporate name change no later than 10 days after the change. (21) Voting Rights – Voting Rights of existing shareholders of publicly traded common stock registered under Section 12 of the Act cannot be disparately reduced or restricted through any corporate action or issuance. Examples of such corporate action or issuance include, but are not limited to, the adoption of time-phased voting plans, the adoption of capped voting rights plans, the issuance of super-voting stock, or the issuance of stock with voting rights less than the per share voting rights of the existing common stock through an exchange offer. Cross Reference - IM-4310, Voting Rights Policy (22) The issuer of units shall include in its prospectus or other offering document used in connection with any offering of securities that is required to be filed with the Commission under the federal securities law and the rules and regulations thereunder a statement regarding any intention to delist the units immediately after the minimum inclusion period. (23) (A) For initial inclusion, a security, except for the security of a Canadian issuer, shall have a CUSIP number identifying the securities included in the file of eligible issues maintained by a securities depositary registered as a clearing agency under Section 17A of the Act ("securities depositary" or "securities depositaries"), in accordance with the rules and procedures of such securities depositary; except that this subparagraph shall not apply to a security if the terms of the security do not and cannot be reasonably modified to meet the criteria for depositary eligibility at all securities depositaries. (B) A security depositor's inclusion of a CUSIP number identifying a security in its file of eligible issues does not render the security "depositary eligible" under Rule 11310 until: (i) in the case of any new issue distributed by an underwriting syndicate on or after the date a securities depositary system for monitoring repurchases of distributed shares by the underwriting syndicate is available, the date of the commencement of trading in such security on The Nasdaq Stock Market; or (ii) in the case of any new issue distributed by an underwriting syndicate prior to the date a securities depositary system for monitoring repurchases of distributed shares by the underwriting syndicate is available where the managing underwriter elects not to deposit the securities on the date of the commencement of trading in such security on The Nasdaq Stock Market, such later date designated by the managing underwriter in a notification submitted to the securities depositary; but in no event more than three (3) months after the commencement of trading in such security on The Nasdaq Stock Market. * This notice shall be made to the MarketWatch Department at 9513 Key West Avenue, Rockville, Maryland 20850-3389. The telephone number is (800) 537-3929, (301) 590-6411, or from 6 p.m. to 8 a.m. Eastern Time, (301) 590-6413. The Stock Watch fax number is (301) 590-6482. Rule 4310 continues © Copyright 1998, The Nasdaq Stock Market, Inc. All Rights Reserved. THATS THE REALITY!!!!!!