OTCM: To: Attorneys Providing Letters with Respect to Current Information for Promoted Securities
As a matter of policy, OTC Markets Group will not publish quotations for any security on www.otcmarkets.com when it has come to the attention of OTC Markets Group that such security has been the subject of promotional activities, unless OTC Markets Group has received a legal opinion, in form and substance acceptable to OTC Markets Group, to the effect that adequate current information is available concerning the security and its issuer.
In addition to the requirements set forth in Exhibit A, if the issuer or its securities have been the subject of promotional activities, counsel’s letter must also include the following:
14. The letter must list, for each (A) executive officer, director, general partner and other control person of the Issuer and (
promoter, finder, consultant or any other advisor of the Issuer that assisted, prepared or provided information with respect to the Issuer’s disclosure or who received securities as consideration for services rendered to the Issuer, (i) their full name, (ii) their business address, (iii) the number and class of the Issuer’s securities beneficially owned by each of them, (iv) with respect to each of the securities described in the preceding clause (iii), whether or not the certificate or other document that evidences the securities contains a legend stating that the securities have not been registered under the Securities Act and setting forth or referring to restrictions on transferability and sale of the securities and (v) a complete description of the consideration received by the Issuer in connection with each issuance of shares to any of them including, without limitation, the nature of any services performed for or on behalf of the Issuer.
For purposes of this paragraph 14, the term “control person” includes (i) any person controlling, under common control with, or controlled by, the Issuer or (ii) any person who obtained securities of the Issuer in connection with a negotiation with the Issuer within the three-year period prior to the date of the opinion. With respect to any of the Issuer’s control persons that is an entity and any parent entity of any control person, the opinion must provide the information described in the first sentence of this paragraph 14 for each control person of such entity or parent entity.
15. The letter must state that counsel has made specific inquiry of each of the persons listed in paragraph 14 above, persons engaged in promotional activities regarding the Issuer, and persons owning more than ten percent (10%) of the Securities (collectively, the “Insiders”), and based upon such inquiries and other information available to counsel, any sales of the Securities by Insiders within the twelve-month period prior to the opinion have been made in compliance with Rule 144, including, without limitation, any required filings of Form 144, and nothing has come to the attention of counsel indicating that any of the Insiders is in possession of any material non-public information regarding the Issuer or the Securities that would prohibit any of them from buying or selling the Securities under Rules 10b-5 or 10b5-1 under the Exchange Act."
Attorney Letter Agreement
Version 2.5 January 3, 2013
Attorney Letter Requirements:
"Counsel’s letter must adhere substantially to the following formal requirements:
1. The letter must be addressed to OTC Markets Group Inc. (“OTC Markets Group”) and must state that OTC Markets Group is entitled to rely on such letter in determining whether the Issuer hasmade adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933.
2. The letter must state that counsel is a U.S. resident and has been retained by the Issuer for the purpose of rendering this letter and related matters. The letter must describe counsel’s relationship to the issuer (e.g., an employee of the issuer, law firm serving as general counsel, law firm serving a regular disclosure counsel, law firm retained solely for the purpose of reviewing the current information supplied by the issuer).
3. The letter must state that counsel has examined such corporate records and other documents and such questions of law as counsel considered necessary or appropriate for purposes ofrendering the letter.
4. The letter must identify the jurisdictions where counsel is authorized to practice law, the jurisdictions covered by the letter, which must include the laws of the United States, and if the letter relies on the work of other counsel, such other counsel must be identified and such counsel’s letter must be attached and adhere to the requirements set forth herein.
5. The letter must state that counsel is permitted to practice before the Securities and Exchange Commission (the “SEC”) and has not been prohibited from practice thereunder.
6. As to matters of fact, counsel may rely on information obtained from public officials, officers of the Issuer and other sources, but must represent that all such sources were believed to be reliable.
7. The letter must list the specific documents and dates that such documents were postedcontaining the information concerning the Issuer and the Securities that are publicly available through the OTC Disclosure & News Service and that counsel has reviewed these items in connection with the preparation of the letter (the “Information”).
8. The letter must state that the Information (i) constitutes “adequate current public information” concerning the Securities and the Issuer and “is available” within the meaning of Rule 144(c)(2) under the Securities Act, (ii) includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”), (iii) complies as to form with the OTC Markets Group’s OTC Pink Disclosure Guidelines, which are located on the Internet otcmarkets.com, and (iv) has been posted through the OTC Disclosure and News Service.
9. The letter must identify the person responsible for the preparation of the financial statements contained in the Information, state whether or not the financial statements are audited, and if audited, the name and address of the auditor or auditing firm. If the financials are not audited, the letter must describe the qualifications of the person or persons who prepared the financial
statements.
10. The letter must identify the Issuer’s transfer agent, confirm that the transfer agent is registered with the SEC, and describe the method used by counsel to confirm the number of outstanding shares set forth in the Information.
11. The letter must state that counsel has (i) personally met with management and a majority of the directors of the Issuer, (ii) reviewed the Information, as amended, published by the Issuer through the OTC Disclosure &News Service and (iii) discussed the Information with management and a majority of the directors of the Issuer.
12. The letter must state to the best knowledge of counsel, after inquiry of management and the directors of the Issuer, whether or not the issuer of the Securities, any 5% holder, or counsel is currently under investigation by any federal or state regulatory authority for any violation of federal or states securities laws, and if so, the details of such investigation must be provided in such letter.
13. The letter may state that no person other than OTC Markets Group is entitled to rely on it, but must grant OTC Markets Group full and complete permission and rights to publish the letter through the OTC Disclosure & News Service for viewing by the public and regulators.
Attorney Letter Agreement
Version 2.5 January 3, 2013
As a matter of policy, OTC Markets Group will not publish quotations for any security on www.otcmarkets.com when it has come to the attention of OTC Markets Group that such security has been the subject of promotional activities, unless OTC Markets Group has received a legal opinion, in form and substance acceptable to OTC Markets Group, to the effect that adequate current information is available concerning the security and its issuer.
In addition to the requirements set forth in Exhibit A, if the issuer or its securities have been the subject of promotional activities, counsel’s letter must also include the following:
14. The letter must list, for each (A) executive officer, director, general partner and other control person of the Issuer and (
promoter, finder, consultant or any other advisor of the Issuer that assisted, prepared or provided information with respect to the Issuer’s disclosure or who received securities as consideration for services rendered to the Issuer, (i) their full name, (ii) their business address, (iii) the number and class of the Issuer’s securities beneficially owned by each of them, (iv) with respect to each of the securities described in the preceding clause (iii), whether or not the certificate or other document that evidences the securities contains a legend stating that the securities have not been registered under the Securities Act and setting forth or referring to restrictions on transferability and sale of the securities and (v) a complete description of the consideration received by the Issuer in connection with each issuance of shares to any of them including, without limitation, the nature of any services performed for or on behalf of the Issuer. For purposes of this paragraph 14, the term “control person” includes (i) any person controlling, under common control with, or controlled by, the Issuer or (ii) any person who obtained securities of the Issuer in connection with a negotiation with the Issuer within the three-year period prior to the date of the opinion. With respect to any of the Issuer’s control persons that is an entity and any parent entity of any control person, the opinion must provide the information described in the first sentence of this paragraph 14 for each control person of such entity or parent entity.
15. The letter must state that counsel has made specific inquiry of each of the persons listed in paragraph 14 above, persons engaged in promotional activities regarding the Issuer, and persons owning more than ten percent (10%) of the Securities (collectively, the “Insiders”), and based upon such inquiries and other information available to counsel, any sales of the Securities by Insiders within the twelve-month period prior to the opinion have been made in compliance with Rule 144, including, without limitation, any required filings of Form 144, and nothing has come to the attention of counsel indicating that any of the Insiders is in possession of any material non-public information regarding the Issuer or the Securities that would prohibit any of them from buying or selling the Securities under Rules 10b-5 or 10b5-1 under the Exchange Act."
Attorney Letter Agreement
Version 2.5 January 3, 2013
Attorney Letter Requirements:
"Counsel’s letter must adhere substantially to the following formal requirements:
1. The letter must be addressed to OTC Markets Group Inc. (“OTC Markets Group”) and must state that OTC Markets Group is entitled to rely on such letter in determining whether the Issuer hasmade adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933.
2. The letter must state that counsel is a U.S. resident and has been retained by the Issuer for the purpose of rendering this letter and related matters. The letter must describe counsel’s relationship to the issuer (e.g., an employee of the issuer, law firm serving as general counsel, law firm serving a regular disclosure counsel, law firm retained solely for the purpose of reviewing the current information supplied by the issuer).
3. The letter must state that counsel has examined such corporate records and other documents and such questions of law as counsel considered necessary or appropriate for purposes ofrendering the letter.
4. The letter must identify the jurisdictions where counsel is authorized to practice law, the jurisdictions covered by the letter, which must include the laws of the United States, and if the letter relies on the work of other counsel, such other counsel must be identified and such counsel’s letter must be attached and adhere to the requirements set forth herein.
5. The letter must state that counsel is permitted to practice before the Securities and Exchange Commission (the “SEC”) and has not been prohibited from practice thereunder.
6. As to matters of fact, counsel may rely on information obtained from public officials, officers of the Issuer and other sources, but must represent that all such sources were believed to be reliable.
7. The letter must list the specific documents and dates that such documents were postedcontaining the information concerning the Issuer and the Securities that are publicly available through the OTC Disclosure & News Service and that counsel has reviewed these items in connection with the preparation of the letter (the “Information”).
8. The letter must state that the Information (i) constitutes “adequate current public information” concerning the Securities and the Issuer and “is available” within the meaning of Rule 144(c)(2) under the Securities Act, (ii) includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”), (iii) complies as to form with the OTC Markets Group’s OTC Pink Disclosure Guidelines, which are located on the Internet otcmarkets.com, and (iv) has been posted through the OTC Disclosure and News Service.
9. The letter must identify the person responsible for the preparation of the financial statements contained in the Information, state whether or not the financial statements are audited, and if audited, the name and address of the auditor or auditing firm. If the financials are not audited, the letter must describe the qualifications of the person or persons who prepared the financial
statements.
10. The letter must identify the Issuer’s transfer agent, confirm that the transfer agent is registered with the SEC, and describe the method used by counsel to confirm the number of outstanding shares set forth in the Information.
11. The letter must state that counsel has (i) personally met with management and a majority of the directors of the Issuer, (ii) reviewed the Information, as amended, published by the Issuer through the OTC Disclosure &News Service and (iii) discussed the Information with management and a majority of the directors of the Issuer.
12. The letter must state to the best knowledge of counsel, after inquiry of management and the directors of the Issuer, whether or not the issuer of the Securities, any 5% holder, or counsel is currently under investigation by any federal or state regulatory authority for any violation of federal or states securities laws, and if so, the details of such investigation must be provided in such letter.
13. The letter may state that no person other than OTC Markets Group is entitled to rely on it, but must grant OTC Markets Group full and complete permission and rights to publish the letter through the OTC Disclosure & News Service for viewing by the public and regulators.
Attorney Letter Agreement
Version 2.5 January 3, 2013
