Attached are our Rule 144 rep letters required for this firm’s Rule 144 opinions.  After a one year hold, shares may qualify for restrictive legend removal under Rule 144.
Rule 144 Rep Letter (Affiliate) 
Rule 144  Rep Letter (Non-Affiliate)
Rule 144 Rep Letter (Non-Affiliate_One Year Hold)
Rule 144 Broker Rep Letter (Affiliate)

FINRA has reminded broker-dealers (BDs) of their duty to conduct reasonable investigations of the issuer and the securities they recommend in offerings made under the Securities and Exchange Commission’s Regulation D

FINRA has proposed Rule 6490 to clarify the scope of its regulatory authority and discretionary power when processing documents related to announcements for company actions for OTC securities and to implement fees for such services. The proposed rule would codify FINRA’s authority to conduct in-depth reviews of company-related actions and allow the staff discretion not to process actions that are incomplete or when certain indicators of potential fraud exist.

Recently, we have heard Rule 144 inquiries pertaining to the availability of the Rule for former public “shells.” Under Rule 144, which is a non-exclusive safe harbor for the sale of restricted shares, a shareholder of a former shell may utilize Rule 144 if the issuer qualifies under Rule 144(i).

Among other things, the end of the fiscal year brings the public company issuer’s attention to its Form 10-K and annual meeting report. For public company insiders (in general, officers, directors and up to 10% beneficial shareholders), 45 days after the end of the fiscal year is the deadline for Form 5 filings which pick up (i) all transactions during the most recent fiscal year that were exempt from section 16(b) (except certain delineated transactions), (ii) transactions that are small acquisitions pursuant to Rule 16a-6(a) (generally less than $10,000 in value) and (iii) all transactions during the prior fiscal year that should have been reported but were not.

Effective March 29, 2010, the SEC has amended the “notice and access” proxy rules in an effort to increase investors’ responses to proxy solicitations. Generally speaking, SEC reporting companies can use a “notice-and-access” model of proxy distribution to satisfy the SEC’s delivery requirements by giving stockholders notice of the internet availability of, and online access to, the materials.