OTCQX US Listing Requirements As of the most

1. As of the most recent annual or quarterly period end, have $2 million in total assets and as of the most recent fiscal year end one of the following: (i) $2 million in revenues; (ii) $1 million in net tangible assets; (iii) $500,000 in net income; or (iv) $5 million in market value of publicly traded securities;


2. Have ongoing operations and shall not be a Shell Company, Blank-Check Company, Special Purpose Acquisition Company or Development Stage Company;


3. Not be subject to any Bankruptcy or reorganization proceedings;


4. Be duly organized, validly existing and in good standing under the laws of each jurisdiction in which the Company is organized or does business;


5. Have at least 50 beneficial shareholders, each owning at least 100 shares of the Company’s common stock;


6. Have proprietary priced quotations published by a Market Maker in OTC Link;


7. Have a minimum bid price of $0.10 per share for its common stock as of the close of business on each of the 90 consecutive trading days immediately preceding the Company’s application for OTCQX , provided, however, that in the event that (i) there has been no prior public market for the Company’s securities in the U.S. and (ii) FINRA has approved a Form 211 relating to the Company’s securities, then the Company may apply in writing to OTC Markets Group for an exemption from the minimum bid price requirements of this Section 2.2(g), which exemption may be granted by OTC Markets Group in its sole and absolute discretion;


8. Have (i) audited balance sheets as of the end of each of the two most recent fiscal years , or as of a date within 135 days if the Company has been in existence for less than two fiscal years, and audited statements of income, cash flows and changes in stockholders’ equity for each of the fiscal years immediately preceding the date of each such audited balance sheet (or such shorter period as the Company has been in existence), with each such financial disclosure made in accordance with U.S. GAAP and including all matters of which the Company is aware that are relevant to the Company’s ability to continue as a going concern, including, without limitation, significant conditions and events and the Company’s plans to mitigate such conditions and events; and (ii) unaudited interim financial reports, prepared in conformance with U.S. GAAP, including a balance sheet as of the end of the Company’s most recent fiscal quarter, and income statements, statements of changes in stockholders’ equity and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding fiscal year; and


9. Be included in a Recognized Securities Manual.


10. US Companies applying for admission to OTCQX must retain an Attorney DAD or an Investment Bank DAD. 
    

OTCQX International Listing Requirements