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The Role of The Going

Public Attorney

Securities Lawyer 10

www.securitieslawyer101.com

The Role of a Public Attorney

The role of thegoing public attorneyis one


in thegoing publicprocess. The going
Hamilton & Associates Law Grouphave
companies with theirgoing publicsolutions

of the most important


public attorneys at
provided
private
for over 15 years.

A skilled OTC Markets going public attorney candesign and


implement thegoing public structuremost beneficial to your
company without the risks associated with reverse merger
transactions. We have represented more than 300 market
participants in securities law matters and going public
transactions. Our experience asgoing public attorneys includes
direct public offerings(DPO), slow public offerings (Slow PO),
Initial Public Offerings(IPOs) and SEC registration statements.

Registration Statements & Public Attorneys

Private companies using anSEC registration statementhave a variety of


structures available to them when designing their going public transactions.
Hiring the right going public attorney is critical to ensure the most cost and
time effective going public solution for your private company to become
publicly traded and ensureDTC eligiblity.

Many private companies file a registration statement filing with theSECin


connection with their going public transaction. The most commonly used
registration statement form is Form S-1.

What Is Form S-1?

All
companies
qualify
to
register
securities
on
a
Form S-1 registration statement. Private companies going public should
be aware of the expansive disclosure required by in registration
statements filed with the SEC prior to making the decision to go public.
The issuers going public attorney and auditor play significant roles in
drafting these disclosures. A registration statement onForm S-1has two
principal parts which require expansive disclosures. Part I of the
registration statement is the prospectus which requires that the company
provide certain disclosures about its business operations, financial
condition, and management. Part II contains information that doesnt
have to be delivered to investors. A skilled going public attorney can draft
the disclosures for the Form S-1 and assist management in compiling
information required for its auditor.

Financial Statement Requirements

Financial statements included in a registration statement must be audited by a firm that is a


member of the Public Company Accounting Oversight Board (PCAOB). SEC rules allow
smaller reporting companies to provide less financial information than larger reporting
issuers.

Rule 405defines a smaller reporting company as a company that: (i) had a public float of
less than $75 million as of the last business day of its most recently completed second fiscal
quarter, computed by multiplying the aggregate number of shares of its common equity held
by non-affiliates by the price at which the common equity was last sold, or the average of
the bid and asked prices of common equity, in its principal market; (ii) in the case of an
initial registration statement under the Securities Act or Exchange Act for shares of its
common equity, had a public float of less than $75 million as of a date within 30 days of the
date of the filing, computed by multiplying the aggregate number of such shares held by
non-affiliates before filing plus the number of such shares included in the registration
statement by the public offering price of the shares; or (iii) if the public float as calculated
under paragraph (1) or (2) above is zero, had annual revenues of less than $50 million during
the most recently completed fiscal year for which audited financial statements are available.

Financial Statement Requirements


(cont.)

The financial statements required for a company that does not qualify as a
smaller reporting company are:

Audited balance sheets (consolidated if you have subsidiaries) as of the


end of each of the two most recent fiscal years or if your company been in
existence for less than one fiscal year, an audited balance sheet as of a date
within 135 days of the date of filing the registration statement.

Audited statements of income and cash flows for each of the three fiscal
years preceding the date of the most recent audited balance sheet being
filed or such shorter period as the issuer has been in existence.

Interim reviewed financial statements for the current period if the filing is
more than 135 days after the end of the issuers fiscal year end.

Date of financial statements: Each amendment must include updated


interim or audited financial statements if the financial statements in the
prior filing are more than 135 days old.

Smaller Reporting Company Disclosures

Smaller reporting companies and their going public attorneys may elect to
provide the following disclosures in their registration statement:

Audited balance sheet as of the end of each of the most recent two fiscal
years, or as of a date within 135 days if the issuer has existed for a period of
less than one fiscal year.

Audited statements of income, cash flows and changes in stockholders


equity for each of the two fiscal years preceding the date of the most recent
audited balance sheet (or such shorter period that the issuer has been in
business).

Interim reviewed financial statements for the current period if the filing is
more than 135 days after the end of your fiscal year.

Date of financial statements: Each amendment must include updated


interim or audited financial statements if the financial statements in the
prior filing are more than 135 days old.

Business Related Disclosures

This business section of the registration statement describes the


general character of the issuers business

The Business Section includes a brief description of the


organizational history of the company, its principal products and
services, potential markets and customers, methods for
distributing products and services, availability of raw materials,
intellectual property, competitive conditions, research and
development expenses, costs associated with complying with
regulations, and the number of full and part time employees.

Risk Factor Disclosures

The risk factor section of a registration statement describes the


risks and uncertainties of investing in the issuer.

This may include limited financial resources, a limited operating


history, adverse economic conditions in a particular industry, lack
of a market for the securities offered, industry competition,
government regulation, and/or reliance on key personnel or on a
limited number of suppliers, distributors, or customers.

Other Required Disclosures

This registration statement requires that the issuer identify its


officers and directors and provide information on the issuers
compensation and benefits plan, material transactions between
the issuer and its officers and directors, as well as material legal
proceedings involving the issuer or its officers and directors.

This section of the registration statement describes the


distribution plan for the securities being registered in the going
public transaction including the offering size.

This section sets forth the planned uses of the proceeds from the
sale of the securities being registered in the registration
statement.

Misstatements in Registration
Statements

Each company going public requires a skilled going public attorney to assist
them in making required SEC disclosures. If the registration statement, at
the time it becomes effective, contains an untrue statement of a material
fact or omits to state a material fact necessary to make other statements
not misleading, Section 11 of the Securities Exchange Act of 1933 imposes
liability on the issuer and its management as well as other third parties.

The Securities Act holds individuals who help prepare a registration


statement on behalf of an issuer responsible for any misrepresentations
and omissions in the registration statement. Section 11(a) of the Securities
Act, 15 U.S.C. Section 77k(a), makes several categories of persons and
entities responsible for material misstatements or omissions in a
registration statement.

Misstatements in Registration
Statements (cont.)

A majority of the issuers board of directors, as well as its principal


executive officer or officers, principal financial officer, and its controller
or principal accounting officer, must sign the registration statement
used in the going public transaction. The issuer, as well as each signer
is subject to potential civil liability under 11(a) of the Securities Act for
material misstatements or omissions in the registration statement. In
addition, any person who controls the issuer or any other responsible
party is subject to liability.

In addition to the issuer and its officers and directors, attorneys,


accountants and underwriters are liable under Section 11(a) of the
Securities Act. The liabilities associated with drafting registration
statement disclosures mandate that the issuer engage a skilled and
experienced going public attorney.

If you are going to offer and sell securities, or go public using an


SEC registration statement you will need the assistance of an
experienced securities lawyer to guide you through the
registration process and ensure all required disclosures are made.
This information is provided as a general informational service to
clients and friends ofHamilton & Associates Law Groupand
should not be construed as, and does not constitute legal advice
on any specific matter, nor does this message create an attorneyclient relationship. Please note that the prior results discussed
herein do not guarantee similar outcomes.

Hamilton & Associates| Securities Lawyers


Brenda Hamilton, Securities Attorney101 Plaza
Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com

Securities Lawyer 10

www.securitieslawyer101.com

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