I posted this yesterday a PR is out today
Posted by: herbalife13
In reply to: garde54 who wrote msg# 41459
Date:5/16/2007 12:03:13 PM
Post #of 41724
Pink Sheets Categories
Pink Sheets has created a new categorization system to alert investors about the ability and willingness of individual issuers to provide adequate public disclosure in a timely manner.
Beginning in May 2007, each Pink Sheets quoted security will be put into one of the new categories described below. The categories are based on the level, quality and timeliness of a company's disclosure.
To give companies time to choose which category they would like to be placed in and take the steps necessary to provide the required level of disclosure for that category, Pink Sheets will begin the categorization process by placing a "proposed" label for each security on the Company Info tab of www.pinksheets.com. On August 1, 2007, we will begin to display the category label and a corresponding icon next to the company's trading symbol everywhere it appears on pinksheets.com.
OTCQX
Companies that have substantial operating businesses and provide credible disclosure to the public qualify for the premium tier OTCQX, which commenced trading on March 5th, 2007. For more information on OTCQX, please see www.otcqx.com. Companies listed on OTCQX or International OTCQX will have their premier tier logo displayed in lieu of a label and icon. All Pink Sheets quoted securities of issuers that are not able or willing to meet the high standards of OTCQX will be placed in one of the following categories and labeled as such on www.pinksheets.com effective May 1, 2007.
Disclosure Categories
* SEC Current or Current Information (identified by a Pink Checkmark icon) - Companies in this category will either be 1) registered with the SEC pursuant to 12(g) of the Securities Act and current in all required filings; 2) if not SEC registered, companies will make current information available to the market pursuant to Pink Sheets' Guidelines for Providing Adequate Current Information; or 3) a bank or foreign exchange listed company that makes their periodic reports filed with a regulator or home country exchange available on the Pink Sheets News Service.
* Limited Information (identified by a Yield Sign) - Companies in this category will have, at a minimum, quarterly financial reports prepared in accordance with GAAP, including financial notes, and certified by the CEO and CFO. Such reports will be available to investors either on the SEC's EDGAR system or, if not SEC registered, on Pink Sheets News Service. Financial reports must be dated within the last six months to be included in this category.
* No Information (identified by a Stop Sign) - The company does not make disclosure publicly available, or the available information is older than six months.
* Public Interest Concern (identified by a Skull & Crossbones) - There is a public interest concern associated with this company, which may include a stock spam campaign or known investigation of fraudulent activity committed by the company or insiders. During a spam campaign, companies that are not in the SEC Current or Current Information categories will also have their company's quotes blocked on pinksheets.com.
Category Descriptions:
By placing a label and corresponding icon on each company's quote page, as well as next to the trading symbol everywhere it appears on www.pinksheets.com, investors will be able to quickly determine if a company provides Current Information to the marketplace, if it provides no information, or if it is a Public Interest Concern.
Current Information
This category will be identified by a pink checkmark icon alerting investors that the company has made adequate and current disclosure available to the public. There are three types of companies that may be designated as Current Information providers:
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Current SEC Filers
o Who is Eligible?
Companies that are registered with the SEC pursuant to 12(g) and are current in their SEC financial reporting requirements.
o What is Required?
Companies must post their disclosure on the SEC's EDGAR system, be current in their filings, and file their quarterly reports (10Q or 10QSB) within 45 days after the quarter ended and file their annual reports (10K or 10KSB) within 90 days after the fiscal year ended. There are no grace periods. No quarterly attorney letter is required.
o How Does A Company Get Included?
No action is required for issuers. Pink Sheets will monitor SEC reporting companies and will determine their status as current or not current. Pink Sheets will remove any security from this category if the issuer does not maintain timely filings.
o How Much Will It Cost?
There are no fees for EDGAR filers.
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Banks, Insurance Companies and International Exchange Listed Companies
o Who is Eligible?
Non-SEC reporting federal or state regulated banks, insurance companies, and non-U.S. companies listed on a qualified foreign stock exchange.
o What is Required?
Banks and insurance companies must post on pinksheets.com the information they supply to their regulator; foreign issuers must post on pinksheets.com the disclosure that is required of their home country exchange. Disclosure may be in a non-U.S. currency, but it must be clearly labeled, it must be in English, and it must be posted in a timely manner. Pink Sheets, in its sole discretion, will determine if disclosure is posted in a timely manner. Banks and foreign issuers will also have to provide audited annual financials.
No attorney letter is required.
o How Does A Company Get Included?
Companies must Subscribe to OTCIQ.com in order to post required disclosure on pinksheets.com. Pink Sheets will monitor disclosure of banks and international issuers to determine category status.
o How Much Will It Cost?
There is an annual fee of $1500 for OTCIQ.
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Other non-SEC Filers
o Who is Eligible?
Non SEC-reporting companies quoted on Pink Sheets that are able to conform to Pink Sheets' Guidelines for Providing Adequate Current Information. Companies in bankruptcy proceedings are not eligible.
o What is Required?
1) Disclosure - The company must publish disclosure that complies with Pink Sheets Guidelines for Providing Adequate Current Information (PDF) on the Pink Sheets News Service (available through www.OTCIQ.com).
2) Attorney Letter - The company must publish a quarterly letter from an attorney stating that the issuer's disclosure 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 Pink Sheets Guidelines for Providing Adequate Current Information. The letter must also identify the person responsible for the preparation of the financial statements and state that the attorney has personally met with management and the majority of the directors of the Issuer to discuss the Information. For more information on the Attorney Letter, see Pink Sheets Guidelines for Attorney Letters with Respect to Adequate Current Information (PDF).
3) Transfer Agent - The company must have an SEC registered transfer agent.
o How Does A Company Get Included?
Companies must Subscribe to OTCIQ.com in order to post required disclosure on pinksheets.com. Pink Sheets will verify that a current attorney letter regarding completeness of disclosure has been posted within 45 days after each quarter ended and within 90 days after each fiscal year ended. If such letters have not been posted, companies will be placed into the "Limited Information" or "No Information" categories.
o How Much Will It Cost?
There is an annual fee of $1500 for OTCIQ. There is an additional annual fee of $1500 to process the quarterly attorney letters.
Limited Information
This category will be identified by a Yield icon displayed next to the company's trading symbol everywhere it appears on pinksheets.com to alerting investors that the company has made efforts in the past 6 months to provide adequate and current disclosure available to the public.
* Which Companies Get This Label?
Economically distressed or bankrupt companies quoted on Pink Sheets that have posted some information in the last six months, either through the SEC's EDGAR system or through the Pink Sheets news Service (available through OTCIQ.com), but whose disclosure is not current or complete. Also, companies that are making an effort to provide adequate current information and have posted disclosure in the last six months but have not yet met the minimum requirements for the Adequate Current Information category. For non-SEC filers, at a minimum, quarterly financial reports prepared in accordance with GAAP, including financial notes and management certification, for a period within the last six months must be provided.
Companies in bankruptcy should post substantive filings (including monthly financial operations reports) made with the bankruptcy court on pinksheets.com in a timely manner.
* How Does A Company Get Out of This Category?
SEC-registered companies must become current in their disclosure as posted on the SEC's EDGAR system. Non-SEC reporting companies must meet Pink Sheets' Guidelines for Providing Adequate Current Information (PDF) and publish a letter in the Pink Sheets News Service (available through OTCIQ.com) from an attorney stating the completeness and adequacy of the company's current disclosure.
* How Much Will It Cost?
There is an annual fee of $1500 for OTCIQ.
No Information
Companies deemed to have no information will have a Stop sign displayed on their quote page on pinksheets.com with a notice to investors that adequate current information is not available to the public and that the company has not made any attempt to make disclosure available to the public in over six months.
* Which Companies Get This Label?
Speculative, distressed, or thinly traded companies quoted on Pink Sheets that have not posted any information in over six months, either through the SEC's EDGAR system or on the Pink Sheets News Service (available through www.OTCIQ.com).
Companies in bankruptcy should post substantive filings (including monthly financial operations reports) made with the bankruptcy court on pinksheets.com in a timely manner.
* How Does A Company Get Out of This Category?
SEC-registered companies must become current in their disclosure as posted on the SEC's EDGAR system. Non-SEC reporting companies must publish 1) disclosure that complies with Pink Sheets Guidelines for Providing Adequate Current Information (PDF) on the Pink Sheets News Service (available through www.OTCIQ.com) and 2) a letter from an attorney stating the completeness and adequacy of the company's current disclosure. Or, if a company posts some disclosure on EDGAR or on OTCIQ but does not yet meet the requirements of the SEC Current or Current Information categories, the company may be placed in the Limited Information Category.
Public Interest Concern
For stocks with unsolicited spam, questionable promotion or other public-interest concerns, a Skull and Crossbones icon will be displayed next to the company's trading symbol everywhere it appears on pinksheets.com. If there is no current information available for a company that is the subject of unsolicited spam, the company's quotes will also be blocked.
* How Does A Company Get Out of This Category?
A company may be removed from this category once it meets the qualifications for the Current Information category and Pink Sheets is satisfied that there is no longer a public interest concern. In order to make this determination, Pink Sheets may require the issuer to provide additional information
As a quotation, disclosure, and trading venue driven by OTC market trading demand instead of the traditional exchange listing process, we believe categorizing securities by their level of disclosure will greatly enhance the capital formation process.
Related Information
* Press Release - Nov. 6, 2006
* Pink Sheets Guidelines for Providing Adequate Current Information (PDF)
* Pink Sheets Guidelines for Attorney Letters with Respect to Adequate Current Information. (PDF)
* Subscribe to OTCIQ.com
For further information on these new categories, please contact our Issuer Services Department at 212.896.4420 or by email at issuerservices@pinksheets.com.
AI
