GDSM is in the process of up listing to the OTCBB having hired a CPA firm as of Nov. 5, 2012.
In order to qualify for a Bulletin Board listing the company has to be a mandatory fully reporting entity with the SEC. This can be accomplished in
a few different ways, such as either filing a Form 10SB to register the company, or filing a registration statement, such as a Form SB-2, which registers
for sale, or re-sale, a number of shares of company stock. The SEC must declare the registration statement effective prior to FINRA providing approval
for the Bulleting Board quotation.
These forms appear to be straightforward in terms of information required there are a million nuances and other SEC rules and regulations that govern
what information is required and how it is presented.
You need to hire a qualified securities attorney and be prepared to pay $30,000.00 plus and expect a 3 to 9 month process in order to get your registration declared effective and approved.
One of the SEC reporting requirements is the company must have financial statements audited. This must be done by a PCAOB (Public Company Accounting Oversight Board) qualified auditor.
You can accomplish this through a few different methods, such as; A) by filing a Form SB-2 with the SEC, which registers the shares of your shareholders, thereafter allowing them to be free trading and, with the appropriate indication, also causes your company to be subject to reporting requirements under the Act, requiring the company to be a mandatory reporting company or; B) filing a Form 10-SB, which then registers the company under the Act and, therefore, also causes it to become a mandatory fully reporting company.
The decision to make between the two filings is determinate upon the needs of the company to register shares for sale or resale. Either way, these
effective filings will allow a company to meet the necessary conditions to enable the market maker to request the shares to be quoted on the Bulletin Board.
Because the OTCBB listing requires you to be “fully reporting” and subject to SEC oversight and all that means including your independently audited statements and your “go to jail card” for willingly making material misrepresentations in your filings and statements, the investing public, institutions
and broker-dealers have a much higher level of confidence in the accuracy and completeness of the information available on your company.
The Market maker will submit this Disclosure Statement along with the Form 211 when they file the application with FINRA. The Market Maker
can rely on the representations management has made in its filings and the auditors certification of its financial statements thereby lessening the burden
on the Market Maker to substantiate the information presented to the public. The same issues apply to demonstrating how the issuer obtained is free
trading shareholder base unless they have filed and have an effective S-B2 registration statement that “Registered” the shares that are claimed to have free trading status.
The market maker submits the application and FINRA will typically respond with comments in 7-10 business days. The Market Maker will work with the issuer to craft a response and send that response back to FINRA and you go back and forth until the market maker and FINRA are satisfied that you meet the requirements. FINRA will finally send a faxed letter to the market maker indicating the market maker is approved to submit the quotation for
the securities.
On average, if the application is well prepared and the market maker receives all of the required documentation in the case of an OTCBB listing probably 2-3 rounds or 45-60 days.
Due to the fact that there are errors in the Quarterly Statements filed by GDSM this year, they will need to be corrected and re-filed. Add another month to the process. Then there are the Series E preferred shares that are held by WSRA that can be sold and converted but the lack of available common shares available for conversions makes this a serious issue to be dealt with.
