October 31, 2014
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Certification of Disclosure in OTCBB 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. As such, filings that do not comply with these requirements are considered deficient and the securities of issuers that do not include the required certification are subject to removal from the OTCBB under Rule 6530.

For more information on the requirements of Section 302 of the Act please refer to the text of the SECís Final Rule which is available on the SEC's web site: http://www.sec.gov/rules/final/33-8124.htm

In particular, please note the following:

  • the certification is required by ďany issuer that files quarterly and annual reports with the Commission under either Section 13(a) or 15(d) of the Exchange Act, including foreign private issuers, banks and savings associations, issuers of asset-backed securities and small business issuers.Ē
  • the certification requirement applies to annual reports on Forms 10-K, 10-KSB, 20-F and 40-F, as well as quarterly reports on Forms 10-Q and 10-QSB.
  • The certification must be in the exact form set forth in the SECís rules. The wording of the required certification may not be changed in any respect (even if the change would appear to be inconsequential in nature).

Please also note that the certification required under Section 302 is separate and distinct from the certification required under Section 906 of the Act.

As explained on our web site, www.otcbb.com, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. 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.

To contact OTCBB Staff directly, you can send an email to OTCBBFeedback@NASD.com or call the OTCBB Hotline at 1-301-978-8095.


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