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About This Page
The page explains (i) how this site works, (ii) what you will need to do to select the form set
(all the forms for one opinion in a single package) that applies to your facts and that you and, in some cases, your broker will need to complete your order,
including SEC Form 144 and Form 4 for affiliates, (iii) how we deliver your opinion to you, your broker and the issuing company's transfer agent, (iv) information
about us, (v) useful links and (vi) how you will pay for your opinion.
Order your opinion now.
How This Site Works
Rule 144 is easier to use than ever before. To begin, you will select and pay by credit card for the type of opinion you need. At the end of the payment
process (several screens), the final screen will provide an "opinion payment confirmation number". Print this screen. Then click "begin", at the bottom of the screen.
You may be taken directly to the appropriate form set, or you may need to make a selection of the simple fact statement that applies to you on one or more subsequent screens
that will identify and take you to the form set that you need to use. If you are uncertain which statement to select on
certain pages, you will have an opportunity to ask questions and explain your own facts.
The form set then guides you to provide the necessary information and, if you are an affiliate of the issuing company, automatically
generates the forms you must submit to your broker and the SEC and the forms your broker
submits to RULE144Solution.com.
You must have Acrobat Reader® to access the appropriate form set.
If you do not have Acrobat Reader®, you can
download it for free
to your computer.
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How To Complete The Appropriate Form Set
RULE144Solution.com recommends that you save the form set to your computer desk top
and reopen in Acrobat Reader® while you gather the information you need to complete
the form set. Unfortunately, Acrobat Reader® will not permit you to save a partially
completed form set to your computer for later completion. You can print a blank or
partially completed form set at any time and add the missing data later by hand.
Affiliates of issuing companies must use brokers to make sales under Rule 144. You may use a broker, even if you are not an affiliate. You have the option of
e-mailing the blank form set to your broker to complete it for you.
In some form sets, certain information, such as contact information on the clearing agent's fax cover sheet,
can only be completed by hand by the clearing agent, because you will not have that information available to you.
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Gathering The Information And Signatures
If you are using a broker, your broker may assist you with gathering some information, in
particular market price and volume information, in the event it is required. Your broker may
want to complete the information on his or her computer with your assistance, instead
of you doing it at your home or office.
For affiliates of issuing companies, Rule144Solution.com provides a simple SEC EDGAR Company Search Tutorial which clearly explains
how to get information about reporting companies from the SEC that you or your broker will need and may not
have - such as the number of issued and outstanding shares and the issuing company's address,
SEC file number and IRS number. This tutorial will be available to you after you have purchased an
opinion and make your form set selection. After the form set is printed, you must sign two documents and your broker must sign one document.
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How The SEC And Rule144Solution.com Receive Your Documents
If you are an affiliate of the issuing company, you are responsible for submitting your completed Form 144 to the SEC and, if an exchange
traded stock, to the exchange - but, your broker will advise you about this. Your broker
will send the printed form set with signed documents to the brokerage firm's clearing agent together with your stock certificate(s).
The clearing agent will fax the form set and your stock certificate(s) to RULE144Solution.com to obtain your tradability
opinion.
In cases involving Rule 144 opinion for a non-affiliate of the issuing company or an opinion for an company not eligible under Rule 144,
as noted in the pertinent form sets, you do not need to involve your broker if you do not intend to sell your securities. In this case, you will be instructed to fax your
completed form set and a copy of the stock certificate(s) directly to RULE144Solution.com.
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Prices And Payment
| Opinion | Price |
|---|
| |
| Standard Rule 144 Non-affiliate Tradability Opinion (including Reg. S stock) | $150 |
| |
| Standard Rule 144 Affiliate Tradability Opinion | $250 |
| |
| Non-affiliate Tradability Opinion for current or former "shell companies" not eligible
for Rule 144 | $350 |
| |
| Private sale, gift, pledge or other transfer of Restricted Securities for any issuing company
| $150 |
| |
| Rule 504 Non-affiliate Resale Opinion | $350 |
Payment options: Visa/MasterCard
In order to assure the prompt delivery of your opinion and to ease matching your payment
to your documents, payment in advance is required.
In the unlikely event RULE144Solution.com cannot determine if you are eligible to receive an
opinion or the issuing company rejects RULE144Solution.com's opinion under certain circumstances,
which is not anticipated, you will receive a prompt refund for your payment, without interest, offset of deduction.
Please see Rule144Solution.com's
refund policy for more information.
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How We Deliver Opinions
RULE144Solution.com delivers your opinion addressed to the issuing company's transfer agent,
usually within 24 to 48 hours, Monday through Friday, after receipt of payment and the
completed form set with signed documents. The opinion is delivered by telephone facsimile
or e-mail to the transfer agent with an e-mail copy to the your broker's
clearing agent or to you, if a broker is not involved. Each opinion is accompanied by a professional
resume of our counsel. In the unlikely event a transfer agent requires the facsimile or e-mail to be followed
with an "original" copy, we will send one by first class U. S. Mail at no extra charge. If you are using a broker, you may get a copy of
the tradability opinion from your broker, although you do not need one
for your records unless noted in the applicable form set.
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Rejected Opinions
If you have had a Rule 144 opinion of other counsel rejected by a transfer agent because either (i) the agent deems the opinion to be inadequate or
(ii) you believe the issuing company has wrongfully instructed the agent to do so, Rule144Solution.com can provide a "second" opinion containing a
thorough legal and factual analysis, as well as an explanation of the transfer agent's responsibilities to "turn around items" under the law that regulates it.
There is no assurance a transfer agent will accept RULE144Solution.com's opinion in the latter circumstance. Many stockholders believe, however, that a second
try in either circumstance is worth the expense. Please contact us for an evaluation of your situation and a fee quote, if you have an interest in a
"second opinion".
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Who We Are
RULE144Solution.com provides tradability and transfer opinions under Rule 144 and other provisions of the Securities Act of 1933.
Our counsel is Jackson L. Morris, Esq. who maintains his law practice in Tampa, Florida.
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Useful Links
The following links are provided for your convenience:
- Acrobat Reader®
Download for free and use to access form sets.
- SEC EDGAR Company Search
Use to determine status of publicly available information for OTCBB, NASDAQ and exchange traded
issues, such as issued and outstanding shares,
taxpayer identification number, SEC file number, and other information.
A tutorial on how to use this SEC resource is provided with each form set.
- PinkSheets
Use to determine status of publicly available 15c2-11 information for non-reporting companies.
- Rule 144
Includes definitions of “Affiliate”, “Holding Period”, "Payment" and other terms and requirements of the Rule.
- OTCBB
Use to obtain information about reporting companies traded in the over-the-counter market.
- NASDAQ
Use to obtain information about reporting companies traded on NASDAQ.
- Transfer Agents
To view a listing of transfer agents accepting opinions from Rule144Solution.com
- Issuing Companies
To view a listing of issuing companies approving opinions from Rule144Solution.com
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