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1. Why is it not a good idea for the stock of a company going public to be classified as a penny stock? 2. How avoid penny stock classification? 3. Assuming the company has a negligible stockholder’s equity, how large would the offering have to be in order to assure listing on Nasdaq as a SmallCap security? 4. List six alternative methods of going public to raise not in excess of $1 million. 5. List five alternative methodsof going public to raise in excess of $1 million but not over $5 million? 6. List four alternative methods f going public to raise in excess of $5 million and not more than $10 million. 7. List three alternative methods of going public to raise in excess of $10 million. 8. What criteria must an issuer meet in order to be a small business issuer? 9. What are the eligibility requirements for using Form SB-1? For using Form SB-2? 10. Where do Form SB-1 and SB-2 registration statements have to be filed? Can they be filed on EDGAR? Must they be filed on EDGAR. 11. How, if at all, do the financial statements included in a Form SB-1 registration statement differ from a Form SB-2 registration statement? 12. How if at all do the financial statements included in a Form SB-2 registration statement differ from a Form S-1 registration statement? 13. What blanket exemption, if any, is available for a public offering not exceeding $100,000 in the aggregate? 14. What governs the disclosure content (other than financial statements) of a registration statement filed on Form SB-1? 15. What are the disclosure alternatives of a registration statement filed on Form SB-1? How does disclosure included in a Regulation A offering circular differ in this respect. 16. What governs the disclosure content (other than financial statements) of a registration statement filed on Form SB-2. 17. To what extent are the Standard Registration Items comparable on a Form S-1, SB-2 and SB-1. 18. To what extent are the MD&A disclosure items comparable on a Form S-1, SB-2 and SB-1. 19. In what other principal respects does disclosure differ between a Form S-1 registration statement and a Form SB-2 registration statement. 20. Under what circumstances, if any, would a registrant offering and selling the maximum aggregate offering amount under Form SB-2 not be required to register the security under the Exchange Act? 21. Under what circumstances, if any, would a registrant going public on Form SB-1 be required to register the security under the Exchange Act? 22. Assuming a Form SB-1 registrant does not have to register the security under the Exchange Act is it subject to exchange act reporting and why? 23. What Exchange Act forms does a small business issuer file? 24. Can a non-reporting company “list” its securities on the OTC Bulleting Board? Does such listing keep the company’s security from being a penny stock? 25. In what respects does SOR impact a small business issuer?
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