NSDM-then your exchange wouldn't last long. The last thing scams like CMKX want is disclosure requirements. And the Venture exchange in Canada already offers that level of disclosure on juniors.
And you are aware of the IRS being somewhat less than understanding of US citizens having offshore trading accounts, aren't you?
Personally I would set up an exchange that did not allow shorting of any kind which are death to these penny stocks. Prior to any trading all certs would have to be on deposit with an approved depository preferably one managed by the exchange and all the shares properly accounted for and signed off.
Your exchange would be totally illiquid. Illiquidity was what killed the Arizona exchange.