Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. Regulation D (or Reg D) provides three exemptions from the registration requirements, allowing some smaller companies to offer and sell their securities without having to register the securities with the SEC.

As a public company now you can now approach investors and let them now that you are working hard to grow the company but if they should need some liquidity the market will provide it.

A direct public offering is when a company raises capital by selling its shares directly to what is refer to as affinity groups, unlike an IPO which are sold by a broker dealer to its customers and the general public through other broker dealers who have customers interested in buying shares in the company.

One way to make sure that the Reverse merger is going to work is to buy one hundred per cent of the shares owned by the shell owner, but this is not a guarantee because there could be shares unaccounted for.

But on February 15, 2005 a little daylight came into the pinks, on this day a new policy was implemented, this policy requires issuers of newly traded securities to disclose adequate current information to the investing public.

One overlooked individual in the process of taking a company public through reverse merger is the market maker. The market marker is critical especially if the company is going to be listed on OTC Bulletin Board or the NQB. Pink sheets.

15c211 Was designed to allow fully reporting public companies to have their securities quoted on the Over-The-Counter Bulletin Board (“OTCBB”) by filing some simple disclosure.