NASDAQ recently announced its intent to create a new stock exchange called the NASDAQ BBX. This new stock exchange is slated to completely replace the OTC Bulletin Board (OTCBB) sometime in the fourth quarter of 2003 after receiving final regulatory approval from the Securities and Exchange Commission (SEC). More importantly, six-months after the NASDAQ BBX commences trading the OTCBB will cease to exist.

Due to tougher listing requirements each and every existing OTCBB company will have to reapply for new listing on the NASDAQ BBX. Most current OTCBB companies do not qualify for the NASDAQ BBX. In addition, because of the stringent NASDAQ BBX listing requirements, most OTCBB companies will have to reregister their stock with the SEC prior to applying for a NASDAQ BBX listing. By planning and preparing now, we can make sure your OTCBB listed company will be able to qualify for the NASDAQ BBX before facing the prospect of an involuntary delisting to the less liquid NQB Pink Sheets.

Listing Requirements:

The NASDAQ BBX will have listing requirements very similar to the other NASDAQ stock exchanges. The primary difference is the NASDAQ BBX will not have any minimum financial requirements, including minimum share price, market capitalization and other such financial standards required by other major stock exchanges. Below is an overview of the NADSAQ BBX's proposed listing requirements:

SEC Registration	All NASDAQ BBX issuers must be registered under section 12(b) of the Securities Exchange Act of 1934, as amended.
Quantitative Requirements	• Must have a minimum of 100 "round lot" shareholders (those who own at least 100 shares each); • Must have a minimum of 200,000 shares in the public float;  • No minimum share price, market capitalization or other financial requirements ; and • Have at least one market maker willing to trade your stock.
Corporate Governance	• Must hold an Annual Shareholders Meeting at the end of every fiscal year; • Must solicit proxy statements for shareholder meetings; • Distribute Annual Reports to all shareholders and make Quarterly Reports available; • Must have a quorum of at least 1/3 of all shareholders at each shareholder meeting; • Must appoint at least one independent director; • Must have an Audit Committee comprised primarily of independent directors; • Maintain an Audit Charter; • Engage auditors subject to peer review consistent with AICPA procedures; • No disenfranchisement of voting rights of existing stockholders.
Matters Requiring Shareholder Approval	• Grants of stock options to officers and/or directors; • Large, below-market issuances of stock; and • Certain acquisitions and/or changes in control.
Public Interest Standard	NASDAQ will have the discretion to deny a listing or delist a trading company to protect the integrity of the NASDAQ BBX Stock Exchange and the integrity of the overall market.  These standards include a review by NASDAQ of all officers, directors and major shareholders for past regulatory or legal problems.
Initial Listing Fees	• One-time initial listing fee of $5,000 ($2,500 if application approved within first six-months); • $1,000 is a non-refundable processing fee; and • $1,000 for each additional class of securities.
Annual Listing Fees	• $4,000 for the first class of stock; and • $1,000 for each additional class of securities.
Additional Listing Fees	$0.005 per share, up to a maximum of $8,750 per quarter up to an annual maximum of $17,500.

For more information concerning a listing on the NASDAQ BBX, including registering or reregistered your stock with the SEC, please contact us by clicking here.