Spencer Edwards as a market maker is qualified to file form 211 under Rule 15c2-11 to allow a company’s securities to trade on public markets.

Securities and Exchange Act of 1934 (“Exchange Act”) Rule 15c2-11 governs the submission and publication of quotations by brokers and dealers for certain non-NASDAQ over-the-counter equity securities.  Specifically, the rule applies to a broker/dealer's initiation or resumption of quotations for such securities in any inter-dealer quotation medium, including the OTC Bulletin Board and the Pink Sheets.  Pursuant to the rule, brokers and dealers are required to review and maintain specified information about the issuer of the security before publishing a quotation for that security.

SEC Rule 15c2-11 was designed to allow non-reporting public company's securities to be quoted on NASDAQ's Over-the-Counter Bulletin Board ("OTCBB") by filing certain required disclosures through a FINRA member Market Maker.  To be eligible for a quotation of its securities, the company's market maker must file a Form 211 with FINRA and the company must have sufficient free trading stock in its public float to satisfy Rule 15c2-11.

Companies seeking to obtain a quote on the NASDAQ OTCBB are required to file reports with the SEC.  Under Section 15 of the Securities Exchange Act of 1934 (the "Act"), as amended, a company who has filed a registered offering with the SEC, such as an SB-1 or SB-2 registration statement, is required to file reports for one year.  A company which files a Form 10 or Form 10SB (for small business issuers) becomes a reporting company under Section 12g of the Act and must file reports.