Hamilton & Associates, P.A.

Indian companies are accessing the Frankfurt Stock Exchange (“FSE”) and other foreign capital markets in search of capital and liquidity for their shares. The Entry Standard of the FSE is an appealing option for Indian issuers seeking an access point to European capital markets. By Brenda Lee Hamilton, Attorney

On December 20, 2011, Deutsche Börse AG suspended new listings for the First Quotation Board due to fraud and new cases of suspected market manipulation among several shares listed in the First Quotation Board. Deutsche Börse AG stated, “prosecution according to criminal law and supervisory legislation only seems to have a limited deterrent effect. By Brenda Lee Hamilton

The Securities Act of 1933, as amended (the “Securities Act”) requires that the sale of a security be registered under the Securities Act, unless the security or transaction qualifies for an exemption from registration.

Regulation D, Rule 506 Offerings - To offer and sell securities in the United States, an issuer must comply with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), or must offer and sell the securities pursuant to an exemption from the registration statement requirements.

Investor relations involve the dissemination of information regarding a publicly traded company to create awareness of the public company and its business and to increase its stock price. The person who provides the investor relations services is known as a “Stock Promoter”. Stock promoters have used illegal practices and are often the subject of enforcement actions by the Securities and Exchange Commission (the “Commission”) is the stock promoter.

FINRA Rule, 6490, recently enacted in September 2010, requires issuers of equities and debt securities not listed on exchanges to provide timely notice to FINRA of certain corporate actions. These corporate actions include name changes, forward stock splits, reverse stock splits, distributions of cash or securities such as dividends, stock splits and other actions, and rights and subscription offerings.

On July 9, 2011, the Securities and Exchange Commission (“SEC”) approved rules to increase the standards for companies going public through a reverse merger to list on the New York Stock Exchange (“NYSE”), American Stock Exchange (“AMEX”) and the NASDAQ Stock Market (“NASDAQ”).

Regulation A was created under Section 3(b) of the Securities Act of 1933 (the “Securities Act”) to exempt public offerings not exceeding $5 million in any 12-month period by non-reporting companies, without restrictions on the types of investors that can take part in the offering. By: Brenda Lee Hamilton, Attorney Hamilton & Associates Law Group

What is a Shell Company? Securities Act Rule 405 and Exchange Act Rule 12b-2 define a Shell Company as a company, other than an asset-backed issuer, with no or nominal operations; and either: • no or nominal assets; • assets consisting of cash and cash equivalents; or • assets consisting of any amount of cash and cash equivalents and nominal other assets. By: Brenda Lee Hamilton, Attorney Hamilton & Associates Law Group

Registration of securities on Form S-8 (“Form S-8”) is a short-form registration statement under the Securities Act of 1933, as amended (the “Securities Act”). By Brenda Lee Hamilton, P.A. Hamilton & Associates