THE proven source for fast Rule 144, Rule 504 and Reg. S opinions, too!

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About This Page

The page explains how this site works, what you will need to do to select and complete the form set (all the forms in a single package) you and your broker will need to complete your order, including SEC Form 144 (and Form 4, for affiliates), how we deliver your opinion to you, your broker, the issuing company and its transfer agent, information about us, useful links and how you will pay for your opinion.

• How this site works
• Completing Forms
• Gathering The Information
• Submitting Forms
• Prices And Payment
• How We Deliver Opinions
• Rejected Opinions
• Who We Are
• Useful Links

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How This Site Works

To begin, you will select in sequence from not more than five groups of simple statements which will determine if you are eligible to sell or transfer your securities in reliance upon Rule 144 or otherwise without registration under the Securities Act of 1933. The last statement in the sequence you select will link you to the one of the over 75 form sets that is appropriate for your unique circumstance. 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 automatically generates the forms you must submit to your broker and the SEC and the form 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. You have the option of e-mailing the blank form set to your broker to complete it for you. Certain information, such as contact information on the clearing agent's fax cover sheet, can only be completed by hand, because your are not expected to have that information available to you.

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Gathering The Information And Signatures

Your broker will probably need to assist you with gathering some information, in particular market price 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. 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 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 completed the questionnaire. 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

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 a private transaction or a two year holding period under Rule 144k, as noted in the pertinent form sets, you do not need to involve your broker if you do not intend to sell your securities, and 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

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 a telephone-facsimile copy to the your broker's clearing agent. Each opinion is accompanied by a professional resume of our counsel. Some transfer agents require the facsimile or e-mail to be followed with an "original" copy, which we will send by first class U. S. Mail at no extra charge. You may get a copy of the tradability opinion from your broker, if one is involved, although you do not need one for your records unless noted in the applicable form set. In that case, RULE144Solution.com will fax or e-mail a copy to you.

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Rejected Opinions

If you have had a Rule 144 or Rule 144K 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 SEC Rule 144, Rule 144K, Rule 504 and Regulation S. 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.com 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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