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FINRA Form 15c2-11 Filings

 

Securities and Exchange Commission Rule 15c2-11 promulgated under the Securities Exchange Act of 1934 prescribes certain categories of issuer information that a broker-dealer must have in its possession before posting a quotation for the issuing company's stock.  The information is submitted by the sponsoring broker-dealer to FINRA on Form 211.  Below is a typical list of information requested by a sponsoring broker-dealer firm.  Some broker-dealers may require more information.

Requirements for Initial Review of 15C2-11

How to Organize a 211 application:

1. Provide 2 sets of due diligence documents in 3 ring binders as required for a 15c211 application.

2. Due diligence package and included information should include a Table of Contents with the use of tab sheet dividers for organizational purposes.

3. Each due diligence package should be divided in the order of the questions and information requested.

4. For all answers such as provided herein and/or attachments, list the title of the section that the information can be found and also state the page and paragraph number where it can be located.

Items required for all 211 applications:

  • Detailed description of the issuer's business, products/services offered, and source of revenue.
  • Description of facilities (location, square footage, type of space (office/factory/etc), and whether owned or leased.
  • Name of current Chief Executive Officer and members of the Board of Directors.
  • CUSIP number: _______________________ 
  • To apply for a CUSIP number contact the Cusip Bureau at: http://www.cusip.com/ or US +1  2124386500.
  • Certificate of Incorporation with amendments
  • By-Laws
  • Free-trading sample certificate photocopy (front & back)
  • Do you report on Edgar?  If so, are you current with your filings.  Provide copies of the Issuers last 10K  and all 10Q's filed since the fiscal year end.
  • Current transfer agent generated shareholder list, indicating name and address of each shareholder, amount of shares owned, date of share ownership, and whether the shares are restricted, control, or free trading.
  • The shareholder list should contain a legend containing: total shareholders, total issued/outstanding shares, total restricted and total free-trading shares.
  • Describe how the issuer acquired its free-trading shareholder base, including a description of any exemptions from securities laws that may apply. 
  • Any agreements creating restrictions, liens or encumbrances on or relating to the transfer or voting of shares of the Company and/or each of its subsidiaries.
  • Agreements evidencing stock rights, warrants or options relating to the company and/or each of its subsidiaries.
  • All stock purchase or asset purchase agreements pursuant to which any division of the Company or its subsidiaries were acquired or disposed of since the last five (5) years.
  • Has the issuer entered into any discussions or negotiations concerning a potential merger or acquisition candidate?  If so, describe in detail the discussions and provide any related documentation.
  • Merger and/or consolidation agreements involving the Company and/or each of its subsidiaries.
  • Partnership and/or joint venture agreements involving the Company and/or any of its subsidiaries.
  • Required financial statements: All financials must be prepared in accordance with GAAP.
  • For all reporting company listings on the OTCBB, please provide audited financial statements. 
  • For non-reporting company listings on the Pink Sheets, please provide audited or non-audited financial statements.  Provide the last 2 fiscal years, if applicable, for the issuer or any predecessor.
  • Auditor inquiry response letters (legal letters) of the Company received during the last three (3) years.
  • Notice of Effectiveness for Registration Statement, together with name and number of the SEC examiner who reviewed the filing.  If the notice is verbal, please provide the date and time of notification of effectiveness or notification that the registration statement has reached the no-comment phase, together with the name and number of the SEC examiner who contacted you.
  • Please provide copies of all SEC comment letters and company responses.
  • For any private placements (past year or since inception) provide the details of the private offering including who solicited investors, how they were known to the solicitor, and how many individuals were solicited whom did not purchase. 
  • Provide one full copy of the subscription agreement.  Also provide the signature pages of all subscription agreements subscribed by each investor and any other pages that have writing on them indicating the dollar amount and number of shares subscribed in the subscription agreement.  Include copies of all checks by the subscribers.  If there were more than one offering memorandum/circular used, provide the same information requested herein. 
  • Include any additional Form D's filed with the SEC.
  • The following items are needed when available:

Date the offering closed:

          Number of shares sold:

          Final offering price:

         The date the certificates will be or where delivered to shareholders:

  • Provide a spreadsheet showing all relationships among and between every shareholder and the issuer and its predecessor, its present and prior officers and directors, and other shareholders.
  • Provide the identity of the individuals who are officers, directors, and principal shareholders of any entities on the shareholder list.  In addition, confirm that no officer or director of the Issuer is also an officer, director or principal shareholder of any corporation on the Issuer's shareholder list, except as disclosed.
  • List any and all companies in which the officers & directors of the issuer are officers, directors, and principal shareholders.  In addition, advise which of these companies are quoted or attempting to be quoted on either the OTCBB or Pink Sheets.
  • Please provide a statement indicating whether any person or entity has control, written or otherwise, of the sale, transfer, disposition, voting or any other aspect of the shares listed on the shareholders list other than the person or entity identified as the shareholder.  The statement should include any past, present or future arrangements.
  • Has any officer or director of the Issuer had any regulatory action against him/her by the SEC, NASD, NYSE or other securities-related regulatory agency?  Has any officer or director of the Issuer been convicted of any felony charges?
  • Provide a specific business plan, which includes a chronological detailed explanation of each and every step taken by the issuer since inception in furtherance of its stated objective.
  • Provide a description of the steps the Company plans to take during the next year in furtherance of its business plan.  This description should include, but not be limited to, the activity the Company plans to conduct, the names of the persons who will conduct these activities, and the expected dates of these activities.
  • Provide a description of any future financing plans, a description of the financing, and the name of any broker-dealers or other person(s) that the Issuer has contacted or intends to contact regarding its financing plans. 
  • In the event the company has undergone one or more mergers, provide a schematic diagram that depicts how the Issuer came to its current state.  The diagram should include, but is not limited to, dates of mergers, name changes and any transaction involving the issuance of shares.  In addition, provide the staff with a copy of any document prepared with respect to any mergers or share issuances.
  • Any agreements or letters of intent entered into by the Company or any of its subsidiaries relating to any acquisition or merger or sale and purchase of substantial assets.
  • Schedule of all material patents, trademarks, trade names, service marks, and copyrights owned or used by the Company or any of its subsidiaries and all registrations thereof, pending applications therefore, licenses in respect thereof, and legal opinions relating thereto.
  • In the event of a recent change of control, provide details related to how, when and from whom the control persons of the issuer gained control of the issuer.  Please indicate all parties involved, how they were introduced, the nature of their involvement, and any consideration paid.
  • Is the Issuer working with any consultants or public relations firms?  If yes, provide compensation exchanged (to date and future), dates of service, services provided, and any services that are expected to be provided by the in the future.
  • Provide any consulting and /or secrecy agreements.
  • Copies of all correspondence, reports and notices relating to any tax disputes or assessments with the Internal Revenue Service, or any state taxing authorities, relating to the Company or any of its subsidiaries since the last three (3) years.
  • Provide the name and phone number for the Issuers attorney and accountant.  Are they in good standing?  Are you aware of any sanctions issued against them by their association or governing board, if so, please provide details.
  • Employee contracts (including any termination or other agreements pursuant to which any officers or directors may be paid as a result of a change of control).
  • PINK SHEET LISTINGSIn order to make securities eligible at DTC, they require an opinion from company counsel to be addressed and delivered to DTC's Underwriting Department. DTC will require original signatures on the legal opinion in accordance with DTC's current signature policy.  Please contact us for specific requirements
  • Each officer, director and shareholder owning 10% or more of the issued and outstanding shares must provide a credit check from Equifax.  Please contact them at http://www.equifax.com/ or call US +1  8006851111  Call  and request this information and then provide the report issued by them to us.
  • Each Issuer, officer, director and shareholder owning 10% or more of the issued and outstanding shares must provide a security violations check from ChoicePoint, Inc.  You will be billed $20.00 per name. Please provide the report issued by them to us. 

Provide ChoicePoint with:

  • Corporate Name
  • Each officer/director and any 10% shareholders name
  • Report Type: BUSINESS INDIVIDUAL REPORT - Regulatory Search (SEC)
  • Report ID:     SEC - Washington Document Service
  • ChoicePoint Business & Government Services

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