Snow--here's the attorney letter template OTC requires (see page 3-4). They all say basically the same thing. A few may add a bit more but mostly they simply fill in the blanks, stamp a signature on it and send a bill to management who posts it on OTC.
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 has made 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). The letter must state whether counsel beneficially owns any shares of the issuer’s securities, and if so the number of shares, the date(s) on which the shares were received and any restrictions on the shares. The letter must also state whether counsel has received, or has agreement to receive in the future, shares of the issuer’s stock, in payment for services.
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 of rendering 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. The letter must also state whether counsel is currently, or has in the past five years, been the subject of an investigation, hearing, or proceeding by the SEC, the U.S Commodity Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), or any other federal, state, or foreign regulatory agency. Counsel must provide a description of any such investigation, hearing, or proceeding.
6. The letter must state whether counsel is currently, or has been in the past five years, suspended or barred from practicing in any state or jurisdiction, and whether counsel has been charged in a civil or criminal case. Counsel must provide a description of any such suspension, bar and/or litigation.
7. 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.
8. The letter must list the specific documents and dates that such documents were posted containing 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”).
9. 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 Pink Basic Disclosure Guidelines, which are located on the Internet at www.otcmarkets.com, and (iv) has been posted through the OTC Disclosure & News Service.
10. 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, list 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.
11. 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.
12. The letter must state that counsel has (i) personally met with management and a majority of the directors of the Issuer, referencing each individual by name (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.
13. 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 state securities laws, and if so, the details of such investigation must be provided in such letter.
14. 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 public viewing.
15. Counsel must state whether or not the issuer, or its predecessors, is or ever was a “shell company” as defined in Rules 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934.
Bearish
Consider me an IDIOT. Do not buy, sell or make any investment decision based any information or opinion I post. Conduct your own DD.
