WHAT WE DO

Public Offerings

The registration statement is a disclosure document required to be filed with the Securities and Exchange Commission in connection with the sale of securities. We prepare and file registration statements with the SEC to insure proper disclosure of material information is made to investors. Once the registration statement is filed it becomes available on the Internet immediately, via the EDGAR website.

Our firm has prepared hundreds of registration statements. We work with each company to develop complete disclosure of the company's business plan, properties, risks, officer and director compensation, use of process, and plans of operation to be included in its registration statement. Our firm has extensive knowledge in working with the SEC to ensure compliance with the rules and regulations of the United States Government. We assist each company with the SEC review and comment process to assure compliance with the disclosure requirements in order to expedite SEC "effectiveness" of the registration statement. Upon SEC "effectiveness" the company's securities are eligible for sale pursuant to the terms of the registration statement.

We also ensure that all state "Blue Sky" filings are in place and the FINRA filing on COBRA is complete.

SEC Reports and Compliance

The laws of the United States require public companies to file periodic reports on Forms 10-K, 10-Q and 8-K. Our firm has extensive experience in assisting companies with the preparation and filing of such reports on the EDGAR and SEDAR websites. Mr. Lysiak has significant experience in working with the SEC in these areas. This experience allows him to assure you that your reports are prepared in compliance with applicable current SEC rules and regulations. We also assist companies with other filings include proxy statements, information statements, insider reporting and tender offers.

15c2-11 and Form 211

Regulation 15c2-11 of the Securities Exchange Act of 1934 tells a broker-dealer what information it must have in its possession in order to post a quotation on a quotation medium such as a stock exchange or electronic trading system. Form 211 is used by SEC/FINRA registered broker-dealers to make a submission to FINRA in order to obtain permission to initiate or resume quotations of a company's securities on the Pink Sheets or the Bulletin Board. Normally the Form 211 is prepared by the company which in turn is submitted by the company's sponsoring broker-dealer to FINRA. By submitting the Form 211, a broker-dealer is representing to FINRA that it has all of the information required by Regulation 15c2-11 and other information required by FINRA. This form requires detailed information regarding the company. Our firm will assist your company with the preparation and submission of the Form 211 and assist it with FINRA's comment process allowing your company's securities to be traded quickly and efficiently on the Pink Sheets or the Bulletin Board.

Private Placements or Private Equity Offerings

We prepare private placement memorandums and assist companies in complying with federal and state laws relating to the sale of securities pursuant to exemptions from registration. Our private placement compliance experience includes Regulation D filings and concurrent Blue Sky filings.

Blue Sky Compliance

Blue Sky laws are state securities laws. Each state has its own laws governing among other things, the registration, offer and sale of securities with the particular state. When a company raises money within a state a filing must occur in the state before offers and sales can be made in that state. Our firm will ensure that your offering is properly registered, or an exemption is applicable, in each state your company offers or sells its securities.

Broker-Dealer Representation and Compliance

We represent brokers and dealers before the SEC, FINRA, and in arbitrations and law suits. Regardless of the charges we will ensure our broker-dealer client's rights are protected.

Corporate Governance

Governance expectations for boards continue to evolve in key areas, including risk management, board succession, shareholder relations, executive compensation and oversight. We can guide you through the biggest governance issues facing directors, and provide the information and best practices you need to perform effectively in the new environment. We work with the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as, other federal and state laws relating to corporate governance.

Mergers & Acquisitions

Our firm has significant experience with mergers and acquisitions of public companies. Mr. Lysiak has experience in handling all aspects of acquisition or sale of a corporation, including structuring, securities issues, securities and corporate filings, and closing transactions.