Pink Sheets
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The Pink Sheets is an electronic quotation system that displays quotes from broker-dealers for many over-the-counter (OTC-traded) securities. Market makers and other brokers who buy and sell OTC securities, can use the Pink Sheets to publish their bid and ask quotation prices. The name "Pink Sheets" comes from the color of paper the quotes were historically printed on prior to the electronic system. They are published today by Pink Sheets LLC, a privately owned company.
Pink Sheets LLC is neither a NASD broker-dealer nor registered with the U.S. Securities and Exchange Commission; it is not a stock exchange. To be quoted in the Pink Sheets companies do not need to fulfill any requirements (e.g. filing financial statements with the SEC). With the exception of a few foreign issuers (mostly represented by American Depositary Receipts, or ADRs), the companies quoted in the Pink Sheets tend to be closely held, extremely small, or thinly traded. Most do not meet the minimum listing requirements for trading on a stock exchange such as the New York Stock Exchange. Many of these companies do not file periodic reports or audited financial statements with the SEC, making it very difficult for investors to find reliable, unbiased information about those companies.
For these reasons the SEC views companies listed on Pink Sheets as "among the most risky investments" and advises potential investors to heavily research the companies in which they plan to invest.
Buying Pink Sheets shares is supposed to be difficult. Broker-dealers are enjoined to weed-out unsophisticated investors who may get an e-mail or word-of-mouth tip about a small stock. Many Pink Sheets stocks may only be registered for sale in one state so that the only way to purchase the stock is to make a DRIP/business/unsolicited/accredited or other sophisticated form of investment. Many registered representatives do not even know how or if they can sell them.
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[edit] Premium Market Tier
Companies that have operating businesses, audited financials and provide credible disclosure to the public may qualify for the OTCQX premium market tier. OTCQX aims to raise the visibility among U.S. investors of OTC-traded companies that have strong operating models and that provide high-quality disclosure to the marketplace.
[edit] Disclosure Categories
Effective August 1, 2007, all Pink Sheets traded companies that are not able or willing to meet the standards of OTCQX will be placed in one of the following disclosure categories. Designed to increase the amount of information available in all Pink Sheets traded companies, the disclosure categories do not signify issuer quality or merit of any security. Categorization is based on the level and timeliness of a company's disclosure and any category can include speculative, distressed, or questionable companies. Investors are encouraged to use caution when considering these companies for investment. [1]
- Current Information - Indicates reporting companies that submit filings to regulators with powers of review and that make the filings publicly available or non-reporting companies that make current information publicly available on the Pink Sheets News Service. The Current Information category is based on the level of disclosure and is not a designation of quality or investment risk. This category includes shell companies or development stage companies with little or no operations as well as companies without audited financial statements and as such should be considered extremely speculative by investors.
- Limited Information - Is designed for companies with financial reporting problems, economic distress, or in bankruptcy to make the limited information they have publicly available. The Limited Information category also includes companies that may not be troubled, but are unwilling to meet Pink Sheets' Guidelines for Providing Adequate Current Information. Companies in this category have limited financial information not older than six months available on the Pink Sheets News Service or have made a filing on the SEC's EDGAR system in the previous six months.
- No Information - Indicates companies that are not able or willing to provide disclosure to the public markets - either to a regulator, a stock exchange or Pink Sheets. Companies in this category do not make Current Information available via Pink Sheets News Service, or if they do, the available information is older than six months. This category includes defunct companies that have ceased operations as well as 'dark' companies with questionable management and market disclosure practices. Publicly traded companies that are not willing to provide information to investors should be treated with suspicion and their securities should be considered highly risky.
- Caveat Emptor - Buyer Beware. There is a public interest concern associated with the company, which may include a spam campaign, stock promotion or known investigation of fraudulent activity committed by the company or insiders. During a spam campaign, any stock that is not in the Current Information category will also have its quotes blocked on pinksheets.com.
