Overview of the OTC Bulletin Board 

The OTC Bulletin Board®(OTCBB) is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter (OTC) securities. An OTC equity security generally is any equity that is not listed or traded on NASDAQ® or a national securities exchange. OTCBB securities include national, regional, and foreign equity issues, warrants, units, American Depositary Receipts (ADRs), and Direct Participation Programs (DPPs).


Listing Requirements 


The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers will not be permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. A fifth character of "E" in a security's trading symbol is used to denote securities that the NASD believes are delinquent in their required filings; securities so denoted will be removed from the OTCBB after the applicable grace period expires. Note that an issuer can request review of the decision to remove the issuer’s securities by an independent hearings panel. Additional information regarding that process can be found in our FAQs. To provide evidence of compliance with the filing requirement, contact the OTCBB Issuer Filings Department. For more information regarding the eligibility requirements for the OTCBB, refer to Rule 6530.

Certification of Disclosure in Companies' Quarterly and Annual Reports
Please be aware that OTCBB issuers are subject to many of the provisions of the Sarbanes-Oxley Act of 2002 (the "Act"), some of which are now in effect. In particular, please be aware that the certification requirements mandated by Section 302 of the Act are now in effect and issuers that are found not to be in compliance with these requirements subject their securities to removal from the OTCBB on the basis that the issuer is delinquent in its required filings with the SEC or applicable regulatory authority.

As explained elsewhere on this web site, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers will not be permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. A fifth character of "E" in a security's trading symbol is used to denote securities that the NASD believes are delinquent in their required filings; securities so denoted will be removed from the OTCBB after the applicable grace period expires.

For more information on the requirements of Section 302 of the Act please refer to the following:


SEC Prepares to Implement Sarbanes-Oxley Act Requirement for CEO And CFO Certification of SEC Filings.

Final Rule:
Certification of Disclosure in Companies' Quarterly and Annual Reports

What Issuers Should Know 


The OTCBB is a quotation medium for subscribing members, not an issuer listing service, and should not be confused with The Nasdaq Stock MarketSM.
Only Market Makers can apply to quote securities on the OTCBB. Issuers may contact an authorized OTCBB Market Maker for sponsorship of a security on the OTCBB.
The OTCBB does not charge issuers a fee for being quoted on the service. Market Makers are billed $6.00 per month for each security in which they make a market on the OTCBB. NASD® Rules prohibit Market Makers from accepting any remuneration in return for quoting issuers' securities on the OTCBB or any similar medium.
NASDAQ has no business relationship with the issuers quoted on the OTCBB.
New eligibility requirements were approved January 4, 1999. As of June 2000, issuers of all securities quoted on the OTCBB are subject to periodic reporting of financial information to the SEC, banking, or insurance regulators. Issuers who file with the SEC via EDGAR are not required to submit hard copy filings with the OTCBB or the NASD. However, the OTCBB must receive hard copy filings for issuers which do not file via EDGAR or those which file with other regulatory agencies. For information on how to submit filings to the OTCBB, click here.

Reporting Stock Splits and Dividends 

Pursuant to Exchange Act Rule 10b-17, issuers must send notification of stock splits, reverse splits, dividends, and rights or other subscription offerings at least ten [calendar] days prior to the record date to the OTCBB Coordinator at the address below. Symbols may not be reserved for OTCBB issues.

OTC Bulletin Board Coordinator
NASDAQ Market Operations
80 Merritt Boulevard
Trumbull, CT 06611

Please contact Market Data Integrity at (203) 375-9609 with any questions regarding these notifications.


Reporting A Corporate Action 

Issuers should provide notification of a corporate action, which may include mergers, acquisitions, or name changes in a letter sent prior to the effective date. All details of the action and any pertinent documents (prospectus, proxy, information statement, offering circular, or 8-K) should be included and sent to the following contact:

OTC Bulletin Board Coordinator
NASDAQ Market Operations
80 Merritt Boulevard
Trumbull, CT 06611

Please contact Market Data Integrity at (203) 375-9609 with any questions regarding reporting a corporate action.


Reporting Address or Phone Number Changes 

The OTCBB maintains a database of each issuer's address, telephone number and fax number. This information is provided via the Address link on the Symbol Directory and Get Quotes areas of this site. An OTCBB issuer may report changes in their address, phone or fax number or provide a corporate website address by sending e-mail to OTCBBFeedback@nasdaq.com.


Reporting a Change in Fiscal Year End 

In order to facilitate continued compliance monitoring efforts, the OTCBB requests direct notification of changes in a company's fiscal year end. These changes may be reported via facsimile to OTCBB Filings at (301) 978-8099 or by calling the OTCBB Filings Hotline at (301) 978-8095.

Quotation of a Delisted NASDAQ Security on the OTCBB 


Because the OTCBB is a quotation medium for subscribing members and not an issuer listing service, a delisted NASDAQ issuer cannot "list" themselves on the OTCBB. A delisted NASDAQ Issuer that wishes to be quoted on the OTCBB should contact their market makers to request that they complete a Form 211 for review and processing.


Submitting Copies of Regulatory Filings to the NASD 

Pursuant to the OTC Bulletin Board Eligibility Rule, OTCBB issuers must be registered with the SEC under Section 13 or 15(d) of the Securities and Exchange Act of 1934 ("Act"), an investment company registered under the Investment Company Act, an insurance company described in Section 12(g)(2)(G) of the Act, or a bank or savings association that is not required to file reports with the SEC and be current in its required filings. To be current, an issuer must have filed its latest required annual filing and any subsequent quarterly filings. It should be noted that for issuers who file a Form 10 or Form 10SB with the SEC to register under Section 12(g) of the Act, the registration statement must be effective and all SEC comments, if any, must be cleared with the SEC before securities can be quoted on the OTCBB

Issuers that file with the SEC electronically through EDGAR are not required to submit copies of their filings to the NASD. However, to demonstrate compliance with the Eligibility Rule, non-EDGAR filers such as banks, thrifts and insurance companies that file periodically with other regulatory agencies must provide the NASD OTCBB Filings Department copies of their regulatory filings by mailing them to the address below.

National Association of Securities Dealers
OTCBB Filings
9600 Blackwell Road, 5th Floor
Rockville, MD 20850

(301) 978-8095

S&P Company Insights 

Standard & Poor’s has partnered with The OTC Bulletin Board to offer issuers a unique investor relations service - Standard & Poor’s Company Insights - designed to increase a company’s visibility among the investors, analysts, bankers, researchers, and other capital market participants that visit www.otcbb.com.

Standard & Poor’s Company Insights are among the most detailed, comprehensive, and timely profiles of OTC Bulletin Board issuers available anywhere on the web and are excellent tools for researching the financial status, management, and business activities of OTC Bulletin Board companies.

Each Standard & Poor’s Company Insight includes:


A detailed business description of the issuer including address and telephone #s, subsidiaries, Standard & Poor’s industry classification (GIC), officers and directors, employees, auditor, transfer agent and more.

Annual Reports including Income Statement and Balance Sheet (2 years as reported data).

Interim and Pro Forma Financial Reports.

Quarterly revenue, net income, and EPS statistics (3 years as reported data).

Capitalization and corporate financing including detailed stock and bond descriptions.

Standard & Poor’s Company Insights are currently available on all OTCBB issuers participating in The Standard & Poor’s Market Access Program - S&P’s premier investor relations service for issuers of over-the-counter securities. The Standard & Poor’s Market Access Program helps ensure that a company gets the attention it deserves by placing key information about the firm at the fingertips of investors.

Subscribers to the Standard & Poor’s Market Access Program receive:


A detailed company profile "Standard & Poor’s Company Insight" on OTCBB.com.

A company description in Standard & Poor’s Corporation Records - a recognized securities manual for purposes of Blue Sky / manual exemption in up to 35 states. Standard & Poor's Corporation Records is considered the premier source for information on U.S. and international public companies by investors and compliance professionals.
A customized web profile on Standard & Poor’s popular retail brokerage information service - www.advisorinsight.com.
Guaranteed coverage in Standard & Poor’s MarketScope - S&P’s real-time broker news and information service. Showcases the company to thousands of brokers, traders, researchers, and financial advisors in the U.S. and Canada.
Inclusion in the Standard & Poor’s Stock Guide database which delivers fundamental financial information on companies to thousands of investment professionals via popular quote vendors such as Standard & Poor’s Comstock, ADP, and Reuters.
To learn how your company can participate in The Standard & Poor’s Market Access Program, contact Darrell Stone of the Standard & Poor’s Investor Relations Services Department at (888) 477-5478 or visit Standard and Poor's website.

About Standard & Poor’s:
Standard & Poor's, a division of The McGraw-Hill Companies, provides independent financial information, analytical services, and credit ratings to the world's financial markets. Among the company's many products are the S&P Global 1200, the world's first global, equity, real time index; the S&P 500, the premier U.S. portfolio index; and credit ratings on more than 220,000 securities and funds worldwide. With more than 5,000 employees located in 21 countries, Standard & Poor's is an integral part of the global financial infrastructure. For more information, visit us on the web at http://www.standardandpoors.com.

An Explanation of FINRA Registration and Qualification Requirements
 
Any person associated with a member firm who is engaged in the securities business of the firm—including partners, officers, directors, branch managers, department supervisors, and salespersons—must register with FINRA. The registration application requires information about the individual's prior employment and disciplinary history. FINRA prescribes two basic levels of qualification and registration:
Registered representatives, generally sales personnel.

Principals, generally officers of the firm and other management personnel involved in the day-to-day operation of the firm's investment banking or securities business.

As part of the registration process, securities professionals must pass an examination administered by FINRA to demonstrate competence in the areas in which they will work. These mandatory qualification examinations cover a broad range of subjects on the markets, as well as the securities industry and its regulatory structure, ensuring a minimum level of understanding and expertise. The areas in which candidates are tested include federal securities laws; Securities and Exchange Commission and FINRA rules and regulations; securities products; the operation and interrelation of financial markets; economic theory and kinds of risk; corporate financing, accounting, and balance sheet analysis; portfolio theory and analysis; fair sales practices, including solicitation and presentation; types of customer accounts; and tax treatment of various investments.
 
Prospective principals of securities firms must pass additional examinations that test their knowledge of supervisory rules in the areas of investment banking, trading, and market making; retail sales activities; and financial responsibility rules. Financial and operational principals must further demonstrate a thorough knowledge of the requirements regarding recordkeeping, net capital, customer reserves, financial reporting, and credit.
 
FINRA administers and delivers all FINRA qualifications examinations as well as examinations sponsored by NYSE, NASAA, NFA, MSRB and FDIC.

Regulatory Services:
Drawing on more than 60 years of experience and with offices in the U.S. and the U.K., FINRA offers a full range of advisory services, technical expertise and education solutions to regulators, exchanges and other international bodies. Our products and services are based on hands-on industry experience, and a growing roster of worldwide clients is taking advantage of FINRA's tested, proven offerings. Learn how FINRA can leverage its expertise on behalf of your organization.

FINRA Call Center: 301-590-6500

Instructions for Submitting Comments:
FINRA encourages member firms and other interested parties to comment on all aspects of proposed rules or areas of regulatory interest for which comments are being sought. Firms and interested parties may mail written comments to:
Mail written comments to:
Barbara Z. Sweeney
Senior Vice President and Corporate Secretary
1735 K Street, NW
Washington DC 20006-1500
Email: pubcom@nasd.com
Or submit comments online via: newbielink:http://www.finra.org [nonactive]