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FREQUENTLY ASKED QUESTIONS

What are some of the advantages of going public?

• liquidity for shareholders – stock exchanges provide a forum for those who wish to purchase or sell company shares

• advantages in raising capital – many investors will not finance private companies due to lack of liquidity

• greater public exposure – many business media outlets focus on trading companies

What are the minimum financial requirements to become a publicly trading company?

The answer depends on the exchange or quotation system upon which you wish to list. For instance, the OTC Bulletin Board does not have any minimum asset or income requirements. It only requires that you have a specific business plan or purpose. For a summary of the NASDAQ, AMEX, OTC Bulletin Board, TSX and TSX Venture Exchange, click on the individual buttons located at the bottom of our home page.

What does it cost to become a publicly trading company?

The cost of going public varies significantly depending on the business and structure of your company, the method of going public and the target exchange or quotation system. As each situation is different, we need to discuss your company’s needs and the listing process with you before providing you with an estimate of the costs involved. Accordingly, you are encouraged to contact us to access your situation.

What are some of the costs involved in becoming a publicly trading company?

The costs may include the incorporation of a parent company that will be based in North America, accounting and audit costs, legal fees, transfer agent fees, filing fees, share certificate and printing costs and miscellaneous costs such as courier fees, long distance telephone and facsimile charges.

Will your estimate include all costs relating to listing?

Yes. Upon analyzing your company and determining that a public listing is right for you, we will provide you with a cost estimate for the entire listing process. We will then enter into a binding contract with you establishing our obligations and your cost. We will not be able to charge any fees in addition to those described in our agreement without your consent.

Have you been successful in obtaining stock exchange or quotation system listings for clients in        the past? If so, who are they?

Our consultants have been successful in representing clients that have attained trading status. Due to client confidentiality policies, we do not feel it is appropriate to public their names. While some of our clients have consented to us disclosing their identities for this purpose, we believe it is only appropriate to do so in private discussions with potential clients. Contact us if you have questions in this regard.

What is the difference between a reporting company and a trading company?

When a company files a prospectus or registration statement with the appropriate securities commission and it becomes effective, the company becomes a reporting company in that jurisdiction. This means that the company is obligated to file certain information (usually financial statements, news releases, insider reports and meeting proxy materials) with the securities commission that is available for public viewing. However, the reporting company does not trade on any stock exchange or quotation system only by virtue of the fact that it is a reporting company.

In order to become listed on the OTC Bulletin Board, a company must be a reporting issuer (ie. company) in the United States. In order to become listed on the TSX Venture Exchange, a company must be a reporting issuer in British Columbia and Alberta, Canada. A reporting issuer may apply to become listed on a stock exchange such as the TSX Venture Exchange, or a quotation system such as the OTC Bulletin Board, by way of application. As long as the company meets the listing requirements for the exchange or quotation system, trading status will be granted.

Someone advised me that I can purchase 100% of a United States shell company for US$50,000         and have my private company trading in two to six weeks after a reverse merger. Is this accurate?

Not likely. There are many individuals and companies that attempt to sell companies that they advertise as trading or almost trading public vehicles. Often they will refer to these as “shells”, “reporting companies” or “blank check” companies. Depending on their corporate structure and previous regulatory filings, these companies will usually be required, at a minimum, to file a current report on Form 8-K following the acquisition of your private company. The United States Securities & Exchange Commission usually reviews these filings in detail and will provide multiple comment letters to you regarding disclosure deficiencies. This review process alone will often take several months. As a result of this, you may be no further ahead than if you sought a public listing by way of IPO.

 
 
 
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