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[QUOTE]Originally posted by T e x: [QB] good info re OTCBB listing, differences from a real exchange: http://www.investorshub.com/boards/read_msg.asp?message_id=12664766 "http://www.wintermangroup.com/q&a.htm General Questions 1. How do I buy or sell stock in a company that is quoted on the OTC Bulletin Board ® (OTCBB)? The process of buying or selling OTCBB stock is the same as buying or selling any other stock. You must open an account with a broker (a party that executes buy and sell orders). You cannot buy OTCBB stock directly from the OTCBB or the OTCBB.com. 2. Can a security be traded on the OTCBB and NASDAQ ® at the same time? No. The OTCBB is a quotation service for securities which are not listed or traded on NASDAQ or a national securities exchange. 3. What are some of the differences between companies quoted by an OTC quotation service and companies listed on a stock market? Stock markets (including NASDAQ and the registered exchanges, such as NYSE or AMEX) have specific quantitative and qualitative listing and maintenance standards, which are stringently monitored and enforced. Companies listed on a stock market have reporting obligations to the market, and an on-going regulatory relationship exists between the market and its listed companies. OTC quotation services (OTCBB, Pink Sheets) facilitate quotation of unlisted securities. As such, any regulatory relationship between an OTC quotation service and the issuers may be relatively limited or non-existent. 4. What is the difference between OTC, other-OTC and OTC Bulletin Board (OTCBB)? And where do the Pink Sheets fit in? An over-the-counter (OTC) security is generally considered to be any equity security that is not listed on NASDAQ, NYSE or AMEX. The OTCBB and the Pink Sheets are both quotation services for OTC securities. NASDAQ operates the OTCBB service and permits NASD members to quote any OTC security that is current in certain required regulatory filings (see Listing requirements ). The Pink Sheets is a privately owned company that permits NASD members to quote any OTC security and does not maintain regulatory filing requirements. An OTC security can be dually quoted on both the OTCBB and the Pink Sheets. As well, there are many OTC securities that are not quoted on either the OTCBB or the Pink Sheets; however, they have trading symbols assigned to them so NASD members can comply with trade reporting obligations and report transactions in these securities. These securities are sometimes said to be on the "grey market". Other-OTC/NBB . Any OTC security that is not quoted on the OTCBB but is eligible for trade reporting on the Automated Confirmation Transaction Service (ACT) is categorized as "other-OTC" or non-Bulletin Board (NBB). You will see both of these terms throughout the OTCBB.com website. This includes, but is not limited to, securities quoted on the Pink Sheets. Because other-OTC securities are not quoted on the OTCBB, you will not be able to access quotes on these stocks through the OTCBB.com website, the NASDAQ Workstation II, or any other NASDAQ product. If they are quoted on the Pink Sheets, you may be able to obtain quotes for other-OTC securities on the Pink Sheets website at [URL=http://www.pinksheets.com.]www.pinksheets.com.[/URL] 5. What is the correct way to refer to the OTCBB or securities quoted on the OTCBB? Correct and accurate terminology when referencing the OTC Bulletin Board are as follows: OTC Bulletin Board Quoted on the OTC Bulletin Board Listing and Eligibility Requirements 6. What are the "listing" requirements for the OTCBB? Because the OTCBB is a quotation service for NASD Market Makers, not an issuer listing service or securities market, there are no listing requirements that must be met by an OTCBB issuer. Accordingly, there are no financial requirements and there is no minimum bid price requirement. 7. Are OTCBB companies considered to be "listed"? No, the OTCBB is not an issuer listing service, and there is no listing agreement between either the OTCBB or NASDAQ and the issuer. There are, however, certain requirements an issuer must meet in order for its securities to be eligible for a market maker to enter a quotation on the OTCBB. 8. What are the eligibility requirements for the OTCBB? In order for a security to be eligible for quotation by a market maker on the OTCBB, the security must be registered with the Securities and Exchange Commission (SEC) or other federal regulatory authority that has proper jurisdiction (see below) and the issuer must be current in its required filings with such federal authority. Domestic issues quoted on the OTCBB are limited to the following securities: securities of issuers that make current filings pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Act"); securities of depository institutions that are not required to make filings under the Act, but file publicly available reports with their appropriate regulatory authorities; securities of registered closed-end investment companies; and securities of insurance companies that are exempt from registration under Section 12(g)(2)(G) of the Act. Foreign issues and ADRs must be registered with the Securities & Exchange Commission (SEC) pursuant to Section 12 of the Securities Exchange Act of 1934. 9. How many market makers are required for a security to be on the OTCBB? A minimum of one market maker is needed. 10. What are the listing fees for the OTCBB? There are no listing fees for the OTCBB. Market makers do pay a fee for participating in the OTCBB of $6 per security per month. 11. Does the OTCBB have shareholder approval rules? No. The OTCBB does not have shareholder approval rules. 12. Is an OTCBB issuer required to have an audit committee? OTCBB issuers may choose to have an audit committee, and certain OTCBB issuers may be required to have an audit committee by virtue of an applicable law or rule. However, the OTCBB rules do not separately require OTCBB issuers to establish or maintain an audit committee. 13. How does a company get on the OTCBB? An issuer may not submit an application directly to be quoted on the OTCBB. A market maker must sponsor the security and demonstrate compliance with SEC Rule 15c211 before it can initiate a quote in a specific security on the OTCBB. 14. How does a security delisted from NASDAQ or an exchange get on the OTCBB? For a security being delisted from NASDAQ, NYSE, or AMEX, a Market Maker must file a Form 211 and a Form 211 Addendum. 15. Can a company be "delisted" or removed from the OTCBB? OTCBB issuers that become delinquent in their required regulatory filings will have their securities removed from the OTC Bulletin Board. Further, all OTCBB issues must maintain at least one registered Market Maker to remain on the OTCBB. When the last Market Maker in a security withdraws from the stock, the issue is removed from the OTCBB after 4 days pursuant to Rule 15c2-11. An issuer cannot voluntarily withdraw from the OTCBB; only a market maker can voluntarily withdraw it's quote from the OTCBB. If an OTCBB security becomes listed on NASDAQ or an exchange, it will no longer be eligible and will be removed from the OTCBB. 16. Can a company appeal the removal of its securities? The issuer of a security quoted on the OTCBB may appeal the removal of its securities to a Hearings Panel that consists of independent persons appointed by the NASD board. The pool of panellists includes accountants, investment bankers, corporate officers and securities lawyers. A request for a hearing will stay the determination to remove the securities pending a determination by the Hearing Panel. Such requests should be faxed to the Hearings Department at 301.978.8080 no later than 4:00 pm , two business days prior to the scheduled removal date. All hearings will be governed by the Rule 9700 Series of the NASD Rules. Hearings are limited to the question of whether the issuer is current in its required filings. 17. May a company appeal the Panel's decision? Yes. The issuer may appeal the Panel's decision to the NASDAQ Listing and Hearing Review Council ("NLHRC"). The NLHRC may also decide to call the decision for review. The appeal to the NLHRC does not stay the Panel's determination; consequently, a company that has been removed by the Panel will not be reinstated prior to a final determination by the NLHRC. If the NLHRC overturns the Panel, then the company's securities may be reinstated on the OTCBB. After a determination by the NLHRC, the company may appeal to the SEC, and, from there, it may proceed to the Federal court system. Form 211 (SEC Rule 15c2-11) 18. What is a Form 211? The Form 211 is the form which must be completed and submitted to NASD OTC Compliance Unit to initiate or resume quotations in the OTCBB, the "Pink Sheets", or any other comparable quotation medium pursuant to SEC Rule 15c2-11 19. After a Form 211 is filed, how long until the security can begin quotation on the OTCBB? There is no standard time to process a 211 and clear the market maker to begin quoting a security on the OTCBB. The time it takes to review a 211 may vary significantly depending on many factors including whether or not NASD has to request additional information from the market maker that submitted the form and upon how long it takes the market maker to respond to requests for additional information. 20. How do I check the status of a Form 211 filing? Contact the. NASD OTC Compliance Unit Please note that the Form 211 review process is proprietary and, thus, NASD will only discuss details of the filing or review directly with the firm that submitted the Form 211. 21. Do financials submitted with the Form 211 have to be audited? Yes, the periodic reporting requirements under NASD Rule 6530 require annual audits of an OTCBB issuer's financial statements. However, current NASD rules do not require the financial statements of Pink Sheet issuers to be audited, but they should be prepared in accordance with GAAP or, for foreign issuers, in accordance with their home country's accounting standards. 22. Do I have to file a Form 211 for a security delisted from NASDAQ? A delisted Nasdaq Issuer that wishes to be quoted on the OTCBB should contact their market makers to request that they complete a Form 211 for review and processing 23. Do I have to file a Form 211 for a New York Stock Exchange or American Stock Exchange delisted security? Yes. Prior listing on NYSE or AMEX does not exempt a Market Maker from the Form 211 filing requirement." [/QB][/QUOTE]
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