P/B/B provides extensive federal ('33 Act and '34 Act) and state securities services to many public and private companies. We provide services to clients in states and provinces such as Washington, Oregon, California, Texas, Florida, New Jersey, Tennessee, Louisiana, British Columbia and Ontario. We take private companies public and public companies private. We insure compliance with an increasingly complex regulatory environment, and routinely interact with auditors, accountants and consultants to insure timely reporting and disclosures.

With the passage of the Sarbanes-Oxley legislation, public companies must be vigilant in insuring timely responses to corporate events. With our personalized services, we can provide in-house EDGAR filings and preparation of complex disclosure documents. We take pride in serving clients who are comfortable with knowing that they can contact us at any time for answers to questions, and that we will keep abreast of new developments.

Every year in September, Jim Parsons attends the congressionally mandated Forum on Small Business Capital Formation sponsored by the Securities and Exchange Commission in Washington, D.C. At the Forum, the SEC’s Division of Corporate Finance interacts with the small business community, and provides valuable insight on future directions of the agency. In addition, Jim Parsons serves as an arbitrator with the National Association of Securities Dealers (NASD), involving customer disputes with securities professionals.

Some of the securities services we provide include:

PUBLIC COMPANY FILINGS

• Public Company Structuring and Analysis
• Setting up Transfer Agent
• Setting up Standards and Poors
• Pre-Auditor Assistance
• Shareholder Analysis/Audit
• Market Maker Assistance
• Initial and Direct Public Offerings
• S-1 Filings
• SB-2 Filings
• Initial Public Filings (34 Act)
• Form 10
• Form 10-SB
• S-8 Registration
• Public Reporting
• 10K/10KSB Preparation
• 10Q/10QSB Preparation
• 8-K Preparation
• Insider/Principle Reporting (Forms 3,4,5)
• National Association of Securities Dealers (NASD)
• 15c2-11 Preparation
• Market Maker Assistance
• Applications
• Eligibility Compliance
• Rule 144 Opinion Letters
• 144 Affiliate Analysis
• 10b-5 Trading Plans


PRIVATE SECURITIES OFFERINGS

• Reg. A Offerings
• Reg. D Offerings (Rules 504, 505 and 506)
• SCORE Offerings
• PPM Preparation
• Form D Filings
• Blue Sky Compliance
• Section 4(1 1/2) Offerings
• Rule 144 Letters


CONVERTIBLE DEBENTURE DOCUMENTATION

• Blue Sky Analysis
• Blue Sky Review
• Blue Sky Memorandums


CAPITAL FORMATION

• Reverse Mergers
• 12g3 Mergers
• Corporate Trading Vehicles (CTV)
• Corporate Reporting Vehicles (CRV)