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The Company anticipates filing a Selling Shareholder S-1 Registration Statement with the SEC

immediately following the conclusion of this offering. This means all investors from this offering will
have their shares registered with the SEC. Upon being declared effective by the SEC, the Company will
file the appropriate forms with FINRA to receive a stock symbol and trade on the Over the Counter
Bulletin Board (OTCBB).
The Company recently withdrew a Direct Public Offering (DPO) S-1 Registration Statement in favor of
filing a Selling Shareholder Registration Statement from this offering. You can review this information on
the SEC site or by clicking the SEC Registration Statement Filings ARA link under the External Links
section.

YOU MUST MEET THE FOLLOWING PREREQUSITIES FOR BECOMING A PUBLIC COMPANY
Become an SEC reporting issuer
o File with the SEC a Form S-1 Direct Public Offering, or DPO; a Form S-1 Selling
Shareholder Offering; or a Form 10
Have at least approximately 400,000 shares or more sold for real value [$.10 per share is a
recognized minimum, can it can be more] cash or services or both
Have approximately 40 or more non-insider shareholders
Have the at least approximately 400,000 shares or more referred to above relatively evenly
disburse over the 40 or so non-insider shareholders. These shareholders can be obtained as
follows:
o A Regulation D 506 sold inside the US
o A Regulation S offering sold outside the US to non-US citizens and residents
o A combination of a Regulation D 506 sold inside the US and a Regulation S offering
sold outside the US to non-US citizens and residents
o A Direct Public Offering, or DPO, registered with the SEC on Form S-1
Have the non-insider stock be considered free trading by FINRA and SEC
o If the 400,000 or shares owned by the 40 or so non-insider stockholders were acquired
in a Regulation D 506 , a Regulation S private offering sold outside the US to non-US
citizens and residents or a combination of both less than one year ago Use Form S-1 to
register the stock to make the stock free trading
o If the 400,000 or shares owned by the 40 or so non-insider stockholders were acquired
in a Regulation D 506 , a Regulation S private offering sold outside the US to non-US
citizens and residents or a combination of both more than one year ago and were not
acquired from a shell company The stock is free-trading
o If the 400,000 or shares owned by the 40 or so non-insider stockholders were acquired
in a DPO Offering registered on Form S-1 by a non-shell company The stock is free-
trading
o If the 400,000 or shares owned by the 40 or so non-insider stockholders were acquired
from a shell company and thereafter registered in Form S-1 Selling Stockholder Offering
after the company ceased being a shell company The stock is free-trading

PHASE I: PRE-FILING ACCOUNTING AND DUE DILIGENCE
STEP 1: DEVELOP YOUR ACCOUNTING SYSTEMS
In order to file with the SEC, you need audited financial statements and unaudited interim
quarterly stub period financial statements.

If your revenues are less than $50,000,000, you need two years of audited financial
statements. You need three years if your revenues are in excess of $50,000,000 per year.
If you have been in business for less than these time periods, you need only provide an
audit for the period of time you have been in existence.

Issuer responsibility:
Be able to produce an accurate General Ledger [Quickbooks generally works] and make
adjusting entries as recommended by the independent auditor you select for your SEC filing
Be able to draft financial statements and footnotes
If you undertake a Private and/or Direct Public Offering in Phase II, as described below, be able
to prepare the Use of Proceeds and Dilution sections.
If you are unable to accomplish any or all of the foregoing, retain and pay for as your expense an
accounting consultant to teach you how to do these things

Legal Team responsibility:
Furnish you examples of general ledgers, financial statement, financial statement footnotes,
MDA, Milestones, and if required Use of Proceeds and Dilution Tables
Identify an accounting consulting firm, including someone to assist in MDA preparation, if
needed
Act as liaison with you, your accountant consultant, if you retain one, and your CPA audit firm in
connection with preparation of required financial statements and other required accounting-
related parts of the SEC filing

STEP 2: LEGAL DUE DILIGENCE REVIEW
Issuer responsibility:
Complete the Legal Due Diligence Questionnaire and furnish it to us for review
Respond to issues raised after review of the Questionnaire by us

Legal Team responsibility:
We will furnish you the Legal Due Diligence Questionnaire and identify issues that must be
resolved before drafting of your SEC filing can commence
Act as liaison with you in connection with preparation of required responses to the Due
Diligence Questionnaire

STEP 3: DEAL WITH VARIOUS CORPORATE ISSUES THAT MUST BE RESOLVED BEFORE SEC FILING AND
ON AN ON-GOING BASIS THEREAFTER
Depending upon the scope of the work, you may need to secure a general business attorney to assist me
in this process. I am of Counsel to the Washington DC law firm of Burk & Reedy who can be separately
retained to assist with these matters.
Issuer responsibility:
If needed, retain at your expense a corporate attorney to deal with these issues

Legal Team responsibility:
Identify and act as liaison with your corporate attorney on these issues

STEP 4: RETAIN A QUALIFIED SEC ACCOUNTING FIRM
Issuer responsibility:
Retain and pay for at your expense a public accounting firm that is a member of the Public
Company Accounting Oversight Board, or PCAOB, to perform annual audits and quarterly
reviews necessary for SEC filings

Legal Team responsibility:
Identify and assist you in retaining a public accounting firm that is a member of the Public
Company Accounting Oversight Board, or PCAOB
Act as liaison with you, your accountant consultant, if you retain one, and your CPA audit firm in
connection with preparation of required financial statements

STEP 5: CERTIFICATION FROM SEC ACCOUNTING FIRM THAT YOU HAVE DEVELOPED ACCEPTABLE
ACCOUNTING SYSTEMS AND CAN ACCOMPLISH ALL TASKS IN STEP 1 above
Before proceeding to PHASE II, we must receive this certification from your CPA audit firm.

STEP 6: WE WILL DETERMINE THAT YOU HAVE PROVIDED ALL REQUESTED INFORMATION AND
RESOLVED ALL LEGAL ISSUES NECESSARY BEFORE DRAFTING OF SEC FILING CAN COMMENCE
Before proceeding to PHASE II, we must make this determination.

PHASE II: DRAFTING/FILING/CLEARING/TICKER SYMBOL

STEP 1: FINANCIAL STATEMENTS PREPARED
Issuer responsibility
Furnish all information necessary to prepare required financial statements to your CPA audit
firm.
Have financials statements prepared by your CPA audit firm at your expense

Legal Team responsibility
Act as liaison with you, your accountant consultant, if you retain one, and your CPA audit firm in
connection with preparation of required financial statements

STEP 2: DRAFTING THE SEC DISCLOSURE FILING
Issuer responsibility
Respond to questions and information requests in draft SEC filing we prepare and furnish to you
Update your shareholder list for any recent sales not reflected in the original Due Diligence
Questionnaire from PHASE I
If you are doing a Selling Stockholder registration statement, complete the Selling Stockholder
Table
If you are selling your own securities, called a Direct Public Offering or DPO, furnish Use of
Proceeds and Dilution Tables

Legal Team responsibility
Draft at our expense your SEC filing
Consult and act as a liaison with you in connection with preparation of your SEC filing
NOTE: The SEC staff has issued Staff Observations in the Review of Smaller Reporting Company IPOs
describing issues they look for in reviewing your filing. We attempt to address all of these in the drafting
process.
We have attached this document to our Roadmap as Exhibit A. We suggest you review this document so
that you better understand what we are trying to do in drafting the various sections of your SEC filing.
STEP 3: MD&A DRAFTED
Issuer responsibility
You must draft the section of SEC filings called Managements Discussion and Analysis of
Financial Condition and Results of Operation or MDA, which includes a written comparison of
items on your financial statement from you current period to the same period last year, a
discussion of your liquidity and capital resources and a milestone table for items you intend to
accomplish in the coming year. FAIR WARNING HERE: We dont draft MDA. Its not that easy
to do. Most likely you will need to hire someone to help you draft this section the first few
times through.
See the SEC Guidelines, Exhibit A, for additional information about drafting MD&A. An example
of a good MDA section is attached as Exhibit B.

Legal Team responsibility
Consult and act as a liaison with you and your accountant consultant, if you retain one, in
connection with preparation of MDA section of your SEC filing

STEP 4: PRIVATE PLACEMENT ROUND
You may wish to or need to raise additional funds, obtain the required stockholder base or both at this
stage of the going public process.
VERY SIGNIFICANT NOTE: The SECs position used to be that you may not raise money from the date we
file with the SEC until the SEC clears the filing. That position has changed.
The SEC now allows private placements to continue and also allow you to start a new private placement
even after you file a registration statement, subject to a few conditions that will be fairly easy to meet.
In general, the conditions require you prove you didnt find the investor or the investor didnt find you
as a result of the filing of the registration statement.
This position and the conditions are all described in the Legal Memorandum attached as Exhibit C.
What does this mean for my clients? You can file your S-1 and still continue to raise money through
your private placement. As noted in the attachment, The filing of the registration statement does not
eliminate the companys ability to conduct a concurrent private offering, whether it is commenced
before or after the filing of the registration statement.
I would caveat that if you continue the private placement you started to get the necessary shareholders
for the S-1, you can only include in the S-1 investors who invested in the placement before you filed the
S-1. But you may continue the placement, provided you continue to comply with all requirements of
Regulation D such as 35 non-accredited investors limits. You can also start a new placement after you
file, but you must assure that the placement before you filed and the new placement you start after you
filed are not integrated, generally by waiting a period of time between the two placements.
I also note that you can sell offshore under Regulation S after you file your registration statement and
the Reg. S placement is not integrated with the Reg. D placement. This means, for example, investors in
the Reg. S placement do not count against the 35 non-accredited investor limitation in Reg. D.


DISCLAIMER: WE DO NOT
Raise money for you ourselves
Identify persons who will help you raise money
Identify potential investors or other funding sources
Meet with or have any communication, written or oral, with potential investors or other funding
sources

Issuer responsibility
Assume sole responsible for all aspects of raising funds
Prepare the Use of Proceeds and Dilution sections of the Private Placement Memorandum
Locate persons who will at your expense assist in the preparation and filing of all necessary
federal [Form D] and state blue sky filings before you raise any funds and furnish them all
information necessary to prepare all necessary federal and state blue sky filings before you
raise any funds
Pay at your expense all state law filing fees and any other expenses associated with the Private
Placement, if any

Legal Team responsibility
Furnish you a Subscription Agreement and/or a Private Placement Memorandum you can use in
the Private Placement round fund raising. We only commence preparation of a Private
Placement Memorandum after the S-1 draft, including all required audited and interim reviewed
financial statements, is complete

NOTE ON ADDITIONAL FEE IF YOU ARE DOING A PRIVATE PLACEMENT BEFORE YOU FILE YOUR
REGISTRATION STATEMENT: If you raise money in your Private Placement only from Accredited
Investors in the U.S. and investors who are not U.S. citizens and residents outside of the U.S., you will
only need a Subscription Agreement and need not wait for the S-1 to be completed. There is no
additional fee for the Subscription Agreement in this case. However, if you are offering to non-
Accredited investors in the U.S., you will need a full-blown Memorandum, we charge an additional
$5,000 payable before we commence work on the Memorandum. Remember, you will also incur
additional Blue Sky Fees in either case.
Consult and act as a liaison with you and all professionals involved in the Private Placement
process

IMPORTANT INFORMATION FOR FINRA
FINRA will ask for the following information:

Who solicited investors
How the solicitor knew them
How many individuals were solicited, including the number that purchased and didnt purchase
Copies of executed subscription agreements
Copies of Subscription Checks, front and back.

It is critical that you have this information available.
IMPORTANT INFORMATION ABOUT RAISING MONEY
If you are seeking the assistance of others to help you raise money, REMEMBER - the only legitimate
third party that can legally help you raise money is a FINRA registered broker/dealer. No other type of
firm that can legally raise money for you. If the person offering to help you raise money is not a FINRA
registered broker/dealer, they are not acting in compliance with the law and you will face scrutiny from
both the SEC and FINRA for these activities in the course of our transaction.
STEP 5: EDGARIZATION
You are required to make all your SEC filings in an SEC mandated format under what the SEC calls their
EDGAR system. You cannot do this yourself, as it requires specialized software and training. The SEC
will not accept documents in Word or WordPerfect format.
Issuer responsibility
Establish liaison with EDGARization personnel
Pay all EDGARization costs at your expense

Legal Team responsibility
Identify a service to do EDGARization
Obtain required SEC filing codes

STEP 6: FILE REGISTRATION STATEMENT WITH THE SEC
Issuer responsibility
Provide us the completed financial statements and MDA, and dilution and use of proceeds
sections, if necessary
Wire the SEC filing fee to the SECs lockbox [The fee is $107.00 per $1,000,000 (prorated for
amounts less than $1,000,000). It is calculated by multiplying the aggregate offering amount by
.000107.]

Legal Team responsibility
Make the actual filing
Act as liaison with you in connection with the filing of your registration statement

REMEMBER
You may not raise any money or issue shares for services from the date you file to the date you
clear your filing with the SEC, which will take several months
You are limited as to what you can say between date you file to the date you clear your filing
with the SEC, called the Quiet Period.
o Issuer responsibility Do not talk to the press or any third parties and do not issue press
releases until you have cleared them with us
o Legal Team responsibility Review and advise you as to what you can and cannot say
during the Quiet Period
Additional information about the Quiet Period is available on the SECs website:
http://www.sec.gov/answers/quiet.htm
STEP 7: RETAIN A TRANSFER AGENT
Issuer responsibility
Execute the contract provided by the Transfer Agent
Obtain Certified Shareholder List to be submitted to FINRA
Have Transfer Agent obtain a CUSIP stock identification number for you
Have the Transfer Agent print and deliver stock certificates
Pay at your expense all Transfer Agent fees and expenses

Legal Team responsibility
Locate a Transfer Agent
Act as liaison between you and the Transfer Agent on all the transfer agent related tasks

STEP 8: FINRA MARKET MAKER
Only FINRA issues a ticker symbol. You cannot apply for one. We cannot apply for one. Only a
specialized FINRA broker/dealer called a Market Maker can apply for one.
Remember:
A market maker does not promote your stock
A market maker does not raise money for you

Note: In general, we request that the Market Maker file the Form 211 application for your symbol
shortly after we file the registration statement. Although FINRA wont issue the symbol until the filing
clears the SEC, they will review the Form 211 filing at the same time the SEC reviews the registration
statement. This will save you several months compared to waiting until after the SEC clears the
registration statement to have the Market Maker file the Form 211.
To assist in your understanding of issues of concern to FINRA, we have attached AS Exhibit D
FINRA Red Flag Issues.
Issuer responsibility
Complete Due Diligence request from Market Maker
Furnish the Market Maker the Certified Shareholder List from your Transfer Agent

Legal Team responsibility
Locate FINRA Market Maker
Complete at our expense FINRA Form 211 Listing Application that the Market Maker will submit

STEP 9: OBTAIN S&P CORPORATE MANUAL LISTING
In order to trade on the OTCBB under the laws of 35 states you must obtain a listing in the S&P
Corporate Manual.
Issuer responsibility
Pay at your expense the S&P listing fee
Legal Team responsibility
Provide advice concerning obtaining the S&P listing

STEP 10: RESPOND TO SEC COMMENTS
The SEC will have questions, comments and requested changes on your SEC filings.
Issuer responsibility
Provide us answers to all disclosure comments
Provide your SEC accounting firm with updated financials statements, if required
Provide your SEC accounting firm with other information necessary to respond to SEC
accounting comments
Update MDA, if necessary
Update any other financial information in the registration statement, if necessary
Have amended filing EDGARized at your expense

Legal Team responsibility
We at our expense will prepare the amended SEC filing in response to the SECs comment letter
Act as liaison with you, your accountant and your accounting consultant, if retained, in
connection with preparation and filing of amendments to your registration statement and
related responses to SEC comment letters

STEP 11: RESPOND TO FINRA COMMENTS
FINRA will have questions and comments on the Market Makers Form 211 FINRA filing.
This is particularly true if your company has any of the Red Flags set forth in the attachment to this
Roadmap.
Issuer responsibility
Provide answers to the Market Maker

Legal Team responsibility
Act as liaison with you and the Market Maker concerning responses to FINRA comment letters

STEP 12: CLEAR SEC AND FINRA COMMENTS
You obtain your ticker symbol and commence trading.
STEP 13: OBTAIN DTC CLEARANCE
The Depository Trust and Clearance Corporation, or DTC, through its subsidiaries, provides clearing,
settlement and information services for equities, corporate and municipal bonds, government and
mortgage-backed securities, money market instruments and over-the-counter derivatives.
If your stock is not DTC cleared, your shareholders will have difficulty in depositing their stock
certificates and thus selling their stock. You will work with the Market Maker and they will charge extra
for obtaining DTC clearance. They will not apply for DTC clearance unless you meet the following
crieteria:
Stock has actual executed trades over $.10
$100,000 or more in annual revenue
Not checking the shell box on filings or at least yield sign on otcmarkets.com
FINRA approval letter obtained
S-1 declared effective and posted on EDGAR.

Issuer responsibility
Provide requested information to the Market Maker proving you meet all criteria and any other
information they request
Pay from your own funds all charges of the Market Maker for making the DTC filing on your
behalf

Legal Team responsibility
Act as liaison with you and the Market Maker concerning DTC application process
Provide any requested legal opinion at no extra charge to you

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