Listing Requirements

Set forth below are listing requirements for various exchanges.

NASDAQ

1. A company must satisfy one of the following to be in compliance: the stockholders' equity requirement, the market value of listed securities requirement or the net income requirement. Under Marketplace Rule 4200(a)(20), listed securities is defined as "securities quoted on NASDAQ or listed on a national securities exchange".
2. Seasoned companies (those companies already listed or quoted on another marketplace) qualifying only under the market value of listed securities requirement must meet the market value of listed securities and the bid price requirements for 90 consecutive trading days prior to applying for listing.
3. Publicly held shares is defined as total shares outstanding, less any shares held by officers, directors or beneficial owners of 10% or more. In the case of ADRs, for initial inclusion only, at least 100,000 shall be issued
4. Round lot holders are shareholders of 100 shares or more.
5. An electronic communications network (ECN) is not considered a market maker for the purpose of these rules.
6. Please note that the bid price and market value of publicly held shares requirements for initial listing standards of non-U.S. issuers became effective on September 28, 2004. The continued listing requirements for non-U.S. issuers will be effective on May 29, 2006.
7. The operating history/market value of listed securities requirement is not applicable to non-Canadian foreign securities.

AMEX

The AMEX listing board also conducts a subjective review of all listing candidates looking at the:

• nature of a company's business;
• market for its products;
• reputation of its management;
• historical record and pattern of growth;
• financial integrity;
• demonstrated earnings power; and
• future outlook

Company's board of directors must agree to abide by the corporate governance requirements of AMEX.

OTCBB

Step 1: Become an SEC reporting issuer by filing with the SEC a Form SB-2 registering for sale stock you have already sold to your shareholders, generally in a private placement; or, in the alternative, registering your company's treasury stock for sale.
Step 2: Have a correct shareholder base with at least approximately 400,000 shares or more sold for real value [$.10 per share is a recognized minimum, can it can be more] - cash or services or both; the shares being equally distributed among approximately 50 or more non-insider shareholders. These shares must be free trading stock as recognized by FINRA.

PINK SHEETS

Meet all the requirements for OTCBB except:

1. The financial statements must be in U.S. GAAP format and look like real, audited statements without an audit report by a CPA.
2. You do not have to become an SEC reporting Issuer Important note: If you don't have free trading stock as recognized by FINRA, you cannot get a Pink Sheet listing.