Mina Mar Group

Under the Securities Act of 1933 all offerings must be registered with the SEC or be exempt from such registration. Regulation A contains rules that provide exemption from the registration requirements. It's main purpose is to allow small and medium sized companies to access more capital because cost for registration with SEC are to high and only accredited investors are allowed to participate on the offering. On March 25, 2015 Securities and Exchange Commission adopted final rules to implement Section 401 of Jumpstart Our Business Startaps (JOBS) Act. As a results Reg A was split into two different tiers. Tier 1 for securities offering of up to $20 million in one year period and Tier 2 for securities offering of up to $50 million in a one year period. The final rules for offerings under Tier 1 and Tier 2 are built up on already existing Reg A, with some modifications. Both Tiers must meet certain basic requirements like company eligibility requirements, bad actor disqua...

In this memo, the benefits OTC shell companies stand to gain in Tier1 under the Reg A+ will be the main subject.  All transactions involving the trade of securities in Tier 1 conducted within the provision of the Reg A+ is mandated to be in accordance with the regulations enforced by the Blue Sky laws. The trading operations in Tier 2 are not bound by these regulations and the highest demand from the state is limited to requesting that the company files a Form D, it is also not mandatory for the Tier 2 offerings to be presented to the state for review. We see a better future for the corporate world with the new structure being implemented for the Reg A+. This will make it easier to generate the needed funding capital and revive the Shell companies classified as non-reporting OTCs. The “Blue Sky” law is the term given to the laws governing transactions involving state securities. It is mandatory for companies to obey the state and federal laws when trading existing or new secur...