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At what stage do Venture Capital firms and Private Equity Groups need to influence a Public Listing on a Stock Exchange

The reality is that with the increase of mergers and acquisitions and private equity markets rebounding, the only absence in the current market has been IPOs and Listings increasing. The reality is the slow recovery in 2010 is going to spur a series of IPOs and Listings on Stock Exchanges within the last quarter of 2010 and first quarter of 2011.

The question is while Private Equity firms review their transactions and the investments that were made in 2008 being likely worth half the investment they put into the projects, the equity market were definitely hit into the Bear end of the Bull Market, but this can change with IPOs.

The reality is much of the investments made were made with viable economic data and asset backed decisions. Thus, from a long-term potential perspective, with additional financing of assets within the companies and liquidity of the assets or company shares, the Private Equity Firms and VCs are capable of gaining back the up to 30%+ returns they are use to when they outperform the markets.

This can typically be done by:

-          Building a listed company or buying a listed company and merging some or all of the assets of the public company into the company they have acquired or built, performing the next rounds of financing on a post public basis

-          Merging some or all of the assets into a public vehicle for shares that are more liquid than their current position and would return their investment to normality if not to a fair gain on their initial investment through the sale of shares in the market

-          The company itself files for a listing on the stock exchange of which it leverages the listing to attract a block trade buyout of the Venture Capital firm. Often the pre-requisite of this financial endeavour is to ensure that your firm has an option agreement with the venture capital firm prior to going public as to what price you can buy the shares back at.

Often the time is right to go public when the firm is prepared and requires capital to advance the project, but has good financial gains and is healthy to list. This is often the time to push for a healthy IPO and exit strategy, however this is not always the case. Often the companies are not capable of running the business with all of the assets within them, as often is, the entrepreneurs running the companies have spread themselves thin with too many assets and projects, divisions and potential. The best step at this stage is to influence moving the expense of some of these assets and opportunities into a newly listed public vehicle that can carry the cost of the project but still show healthy gains in the share price back to the parent company that the Venture Capital company owns a percentage of. Often it is best for the VC firm to co-ordinate the listing and or reverse merger into a public company to ensure M&A fees and shares in the process, solidifying and enforcing their ability to get the capital invested back with a good return. In some cases, these struggling firms could already be publicly listed on markets such as the JSE, TSX, NASDAQ OTC, or ASX markets, in some cases they even could have been delisted from those markets. In these instances listing a new primary listing on the Frankfurt Stock Exchange or spinning the assets out into Frankfurt breath a second life of hope for VC firms into the situation.

The Frankfurt Stock Exchange is by far the most affordable and fastest market to list on in Europe and globally, whereby the unregulated market can take 3-6 weeks to list a company’s assets or build a public company.

Frankfurt Stock Exchange Listings are best handled by an Agency who can co-ordinate the key aspects of listing on the exchange, such as:

• Initial due diligence
• Prepare and coordinate drafting of a Company securities prospectus/expose for admission to the Frankfurt Stock Exchange for IPO
• Liaising with company management for all due diligence documentation required in respect of the IPO listing
• Preparation of all other documents required for admission to trading and commencement of trading on the Frankfurt Stock Exchange
• Appoint and work with Share Registrar of Company to have shares registered
• Activate electronic share registration system with Share Registrar and share clearing system in Germany
• Joint presentation of the application for the listing of new shares for IPO by Company
• Liaison with Frankfurt Stock Exchange
• Drafting and coordinating publication of any mandatory announcements
• Application for the start of trading on the Frankfurt Stock Exchange for the Company’s IPO.
• Assist in transfer of shares via CREST/CLEARSTREAM into the electronic trading system.

Services include the cost of the Sponsor, Listing, Filings, Incorporation, and documentation preparation.

There is only one full-service firm in the Frankfurt Stock Exchange that we know of that completes the co-ordination of these tasks called FSE Listings Inc. (http://www.fselistings.com)

Many firms try to co-ordinate this process on their own; however, most Sponsors, Banks, and Agencies in Europe do not deal with a lot of international listing clients, while this is the specialty of FSE Listings Inc, with representation around the World.

The companies that list on the Frankfurt Stock Exchange are often listed with attractive market capitalization and for a Venture Capital firm or Private Equity fund, it is easier to show an immediate return in value for their investment. Through the services of an Agency, liquidity can also be a major component of the service contract that leads to the exit strategy of investors who require returning funds to the market before they have to deal with the effects of Clawbacks from a few recession years.

Venture Capital firms are often best to build vehicles with the intent of buying assets or listing their companies directly on the Frankfurt Stock Exchange. It is possible to build publicly listed Capital Companies, Special Purpose vehicles, and similar companies on the unregulated market within the Frankfurt Stock Exchange because the main component of the requirements is the paid-in capital requirement and the Business Plan Expose, which is much more condensed than a prospectus or even a short-form prospectus. Therefore, it takes only 3-6 weeks to list a company on the Frankfurt Stock Exchange using a full service consultancy such as FSE Listings Inc.

FSE Listings Inc is an ideal partner for the Venture Capital and Private Equity Marketplace for getting companies listed on a stock exchange.

Contact FSE Listings Today

Info@FSEListings.com          

• (02) 8006 9127 Australia
• (914) 613-3889
• 020 8123 5719 United Kingdom
• 27110836116 0r 27117841720 South Africa
• (22) 575 20 28 Switzerland

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From research provided by the Nexia International, a leading global accounting and consulting network, said levels of corporate activity on global capital markets are showing signs of recovery but new listings or initial public offerings (IPOs) have not yet begun to accelerate significantly.

The reality is, that the majority of the study was on the mid-market stock exchanges, which take several months to list and become actively traded on such as the Hong Kong, NASDAQ, Euronext, and TSX, however the underlying principal is that “Beyond investor sentiment, the report said costs, regulatory and governance requirements of listings were still seen as the primary obstacles to mid-market listings.”

The Frankfurt Stock Exchange takes only 3-6 weeks to list a company, of which the costs are much reduced and the economic turnaround in Europe is the most apparent and likely for long-term recovery. The market recovery globally therefore should drive more listings on the Frankfurt Stock Exchange as the market with the least obstacles, access to capital, and affordable costs.

The report said any recovery would largely be led by institutional investors, with international funds flowing to relatively low geared investments. However, if one was to review the several 1000 institutional investors in the European market, their investments flow heavily into the German Financial market and inevitably to listings like yours. The private equity, capital, and recovery is in the Frankfurt Stock Exchange, companies from North America, from within the EU, and developing countries such as South Africa, Brazil, China, Russia, and India should be gearing their company to prepare for listing on the Frankfurt market.

Turnaround in markets that are heavily dependent on public listings relationship to institutional investors may recover slower, such as the Singapore market, with proportionally smaller numbers of retail investors. Companies in Singapore and similar smaller markets therefore should be turning to the Frankfurt Stock Exchange where the retail and institutional investor base is high, thus enabling their company to get financed and to have liquidity that is higher than that which they would get in the home market.

The Johannesburg Stock Exchange is another example of a market that is too small for the needs and demands of their local mid-market cap and small cap companies who should be looking to the Frankfurt Stock Exchange to take their company public.

“The report also said it was a matter of “back to basics” if companies were to attract investors, with essential investment criteria being a proven track record, strong management, scalability and the potential for attractive price earnings ratios.”

That goes for any company, listing your business is best when your company is a real business trying to raise real capital. If you are a real business looking to list your firm on an exchange that can take your capital requirements into consideration, than you should talk with info@fselistings.com. www.fselistings.com.

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The future of private equity is high with the global uncertainty forcing several companies small and large to consider going public on the stock market to find the available public funds that the Banks have a tight hold on.

With the financial crisis many companies have found themselves with less than adequate funds and the need to list as soon as possible. The problem with going public has always been the time it takes to go public, of which it can take 6 months to 2 years, accept for the Frankfurt Stock Exchange.

The US OTCBB market takes up to 12 months on average at the moment due to delays within the DTC market and changing rules and views that are more opinions than documented law within the US.

The best market by far for listing is the Frankfurt Stock Exchange, of which the electronic trading platform and streamlined admissions allows for companies to list in 3-6 weeks. This is due mainly to the efficiency of the Deutsche Bourse Group. As the 3^rd largest financial market in the world, the Frankfurt Stock Exchange is ideal for new businesses to list for capital. The European market has not been hit as hard as the economists have projected as the diversity within the EU has actually made the financial crisis easier to manage on a Country by Country basis, than the very large unmanageable nature of the US financial crisis. In simple terms, the US is much more difficult an economy and market to manage at this time due to the potential volatility than the relatively low volatility of a couple struggling member states in the EU.

The success and strength of the German Economy in any event makes for a bustling investment community of which new companies can benefit from available capital and exposure in Europe in general.

The future of private equity is in Europe for companies in the US, Canada, Australia, and EU member states who are preferential investment communities within the developed world.

Within the Developing world, the BRIC economic development group and South Africa are preferred private equity investments. That is Brazil, Russia, India, and China, with South Africa as the lead in the African nations.

If you are a firm looking to go public on the Frankfurt Stock Exchange as quick as possible so as to achieve your private equity goals, than you should contact info@fselistings.com today with a description of your business and the desired timeframe to go public.

We can take your firm public on a European Stock Exchange in 3-6 weeks, the Frankfurt Stock Exchange is the best market for any Small to Medium Sized Enterprise globally for cost, time-to-list, and access to capital. We have made it our business to help you, make it your business by letting us take you to the next level of listing your firm to become financed.

Contact info@fselistings.com today!

*Topics covered include US private equity, Canadian private equity, Australian private equity, South African private equity, Russia Private Equity, India Private Equity, Brazil Private Equity, the OTCBB, Frankfurt Stock Exchange, Listings and IPOs.

**Peripherally, we covered our opinion on the US markets versus the European Markets, and the future stability in Europe over the US. The timeframe to list on stock exchanges globally, and the fact that the Frankfurt Stock Exchange is the fastest and best choice for SMEs globally. Find the venture capital and private equity you desire by listing with FSE Listings, www.fselistings.com

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How and why South Africa and South African companies can benefit from joining the international financial market through the Frankfurt Stock Exchange for the advancement of SMEs within South Africa is an easy argument for one to make. Even recently the only firm actively listing firms in South Africa, www.fselistings.com, informed our publication that even Sponsor brokers for the Altx and JSE have started referring business to FSE Listings due to the ease of entry into the market, access to capital, and the lack of both in South African financial markets.

Unlike the Altx and the JSE, the Frankfurt Stock Exchange is an unlisted financial exchange first, which caters to the smaller international companies that could not even be considered for the domestic exchanges, followed by a fully-fledged international financial exchange offering a full range of products and services under the Deutsche Group umbrella which is the third largest stock exchange group in the world and completes over Euro 5.2 trillion in transactions per annum.

The rationale of South African companies listing on the Frankfurt Stock Exchange would be to take advantage of the international competitiveness of the FSE financial market which is not available within South Africa. South African’s are well aware of the challenges which include:

• the lack of a formalised Over the Counter (OTC) market, or an unlisted market;
• the illiquid monopolistic market and lack of venture capital within South Africa as a whole; and
• the Reserve Bank and Clearing System challenges that don’t allow for South African Companies to list and compete at a global scale  for

The Frankfurt Stock Exchange is smart to capitalize on the JSE’s lagging behind in launching an OTC market, as Frankfurt has done so in India and China, running roadshows and marketing to local companies to list where an unlisted market doesn’t exist.

South Africa is one of the richest African countries and is ideal for listing companies on an international stock exchange that invests heavily in areas such as financial services, mining and exploration, oil and gas, agriculture, pharmaceuticals, energy, green technology, technology and communication, telecommunications, land development, automotive, and industrial or advanced manufacturing outlets.

South Africa currently has a monopolistic exchange environment, therefore there is clearly an opportunity for a competitor to enter this space and bring out products that will service the South African financial environment with access to an international exchange, the Frankfurt Stock Exchange.

The JSE is recognised as one of the most expensive exchanges in the world and this is compounded by the fact that it has a 44% shareholding in STRATE Limited and thus has some level of control over the cost of clearing and settling in South Africa.

Globally, capital markets development has been fostered by the establishment of competing financial market platforms such as NASDAQ, AIM, FSE-Xetra and PLUS, towards the objectives of greater access to capital for growth companies, and more efficient and cost-effective product delivery to the investing public. FSE Listings is proposing to market the listings into the Frankfurt Stock Exchange for unlisted companies within South Africa who would like to take advantage of an existing successful global market platform, growing South African companies and African companies into one of the top regions in the world for German and European investors to consider taking a stake in. The initiative is focussed on South Africa to assist in a market which has a developed and educated financial market but lack of access, we alleviate that pain by helping companies list on the Frankfurt Stock Exchange. The process takes only 5-6 weeks for South African’s to go public, which can often take years within the current domestic stock market.

The integration of capital markets with Europe through the Frankfurt Stock Exchange will also help spur accelerated economic growth and the creation of SME’s which create larger regional and financial capital markets, and have international reach both for capital and for marketing their products and services.

Taking advantage of the existing market efficiency of the Frankfurt Stock Exchange, the potential to speed up the process of financial innovation, liquidity, and facilitate increased foreign capital inevitably will help the South African economy and their growing SMEs.

The Frankfurt Stock Exchange is widely traded by foreign investors globally with 89% of their listed companies coming from outside of Germany, of which more than half are outside of Europe. One can try to develop an integrated market or they can list their company within 5-6 weeks on one of the most integrated stock exchanges in the world. The choice for companies should be simple, list on the Frankfurt Stock Exchange.

The model that the SADC has adopted for the past 15 years has not facilitated the desired growth and FSE Listings has taken all these factors into account and, based on international best-practice for developing economies, believes the Frankfurt Stock Exchange is the solution for South African companies, the SADC, and the African continent of businesses in general as one of the premier investment destinations worldwide.

Fee comparisons of the JSE Main Board, AltX, AIM and Frankfurt

This table clearly shows that it is twice to 4 times the cost of listing on the Altx as it is to list on the AIM, and 5-6 times the cost of listing on the Frankfurt Stock Exchange when considering the Advisory fee of the Nomad and or Advisory`s associated with the foreign markets. The reality is however, that the investment in listing on the foreign market and benefits associated to listing in Frankfurt or the UK far outweigh any benefit that can be offered from listing on an illiquid, undercapitalized domestic market such as the Altx.

Contact info@fselistings.com today to discuss with a Frankfurt Stock Exchange specialist for listing South African companies.

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The Frankfurt Stock Exchange, the world’s ‘International Stock Exchange’ is the 3^rd largest exchange group in the world, with over 86% of the market as international companies! FSE Listings Inc specializes in listing foreign companies onto the Frankfurt Stock Exchange.

The Frankfurt Stock Exchange (Deutsche Börse) offers access to both the Regulated Market and the Regulated Unofficial Market (Open Market). The Regulated Unofficial Market is also referred to as the exchange regulated market which is regulated only by the Frankfurt Stock Exchange itself. Within the regulated market and the regulated unofficial market, there are four listing segments which serve the different needs of issuers and investors. The four segments beginning with the segment with the simplest requirements are as follows:

Regulated Unofficial Markets (exchange regulated and governed by private law):

1.            First Quotation Board

2.            Entry Standard

EU Regulated Markets (based on the European Union transparency standards):

3.            General Standard

4.            Prime Standard

XETRA is widely known as the most efficient and flexible automated trading system for fully electronic securities trading in the world enabling cross-border trading for international investors. Below you will find some of the benefits of a listing on the Open Market segment of the Frankfurt Stock Exchange and XETRA as an alternative to the OTCBB or other U.S. stock exchanges:

Why list on the Frankfurt Stock Exchange, and why is it superior to the South African, Canadian, London-UK and US alternatives?

• The Frankfurt Stock Exchange is the world’s third largest trading center for securities and Germany’s largest exchange.
• German investors, both institutional and private, who have held back from investing for many years by government restraints and their own conservatism, are now actively searching for small to mid-size foreign companies to invest in.
• Europeans like to invest historically in projects that are in foreign jurisdictions
• The German Frankfurt Exchange has a primary market consisting of more than 100 million people, and has the fastest rate of growth and the highest income per head in the EU.
• European investors invest for the long term. And in most European countries there are major tax benefits for holding on to purchased stock for a certain amount of time as opposed to “dumping” it immediately into the market. The lack of investors that instantly sell a company’s stock allows for stability in stock price and opportunities for growth. Compared to the listing on other exchanges, such as the NASDAQ, OTC Bulletin Board, Canadian Venture Exchange (TSX) or the Alternative Investment Market (AIM) in London, Frankfurt stands out because of the ease of entry, (Audited financials are not required), fast process and low annual fees.
• Today, with a total turnover of €5.2 trillion per year the Frankfurt Stock Exchange strengthens its position as the world’s 3rd largest trade-place for stocks and the world’s 2nd largest by market capitalization.

Qualifying Companies

To qualify, a company must meet the following basic criteria:

• At least one year in existence.
• Privately owned (this is not a dual-listing for existing public companies, but is an IPO)
• Can be domiciled anywhere in the world.
• Good financial statements in International or U.S. GAAP format (but do NOT need to be audited)
• At least 30 shareholders (if necessary, owners can gift small numbers of shares to family and friends to insure this minimum number)
• A minimum of 250,000 Euros has been invested in the company (Paid-up capital)

Shares to be listed

Up to 100% of the owners’ shares will be “registered” and become free trading and listed on the

Exchange, but these shares may be subject to a “lock up” agreement for a determined period of time to permit the financing to take place first.

Company Valuation

A company can expect a substantially higher public market valuation than would be attributed to it as a private concern. For example, private companies are typically valued at a multiple of 3 to 5 times EBIT, whereas this same company, in a public market with liquidity of its stock, would have   valuation of 15 to 20 or more times EBIT and even development stage companies with no revenue or profits often have very high valuations as public companies.

Time for Listing/Trading

Typically, once due diligence information has been fully delivered by the Company, the entire process takes 4-6 weeks to complete the listing and to commence trading.

Raising Capital; Investor Road Show

Once trading commences, the Company will be taken on an extensive road show across Germany and Switzerland to expose the financing to appropriate groups with the expectation to secure funding commitments within one to two weeks. The investor groups will buy new stock at a negotiated discount to the market price. The cost of the road show is included in FSEListings.com’s fee, except for the travel and accommodation expenses of the representatives of the Company. Also, you can expect an industry typical success fee payable upon funding.

Multi City Show: Cities may include: Zurich, Munich, Frankfurt, Düsseldorf, Berlin, Dubai and Abu Dhabi.

Face to face meetings with funding groups and strategic investors, arranged to generate substantial interest for the Company’s stock in major European equity markets.

Maximized results by handpicking the parties for each presentation to ensure the best possible fit between the attendees and the Company.

Why FSE Listings Inc?

We are a European IR consulting firm that provides financial related services to both public and private corporations.  Since 2000, we have been offering our American, Australian, Chinese, Canadian and British clients a wide range of financial services and creative IR strategies throughout Europe.  These services include:

• Primary- and dual-listings of the Company’s shares on European stock exchanges such as Frankfurt, the AIM (Alternative Investment Market) or Plus Markets (London).
• Structuring and implementing comprehensive IR/PR campaigns designed to maximize the dissemination of corporate information to potential retail investors in Europe – predominantly in Germany.
• Assisting Companies in raising capital and expanding their institutional base in the major European financial communities.
• An effective way of achieving a higher market-cap and additional sponsorship for your corporation is via a Cross-Border Listing (dual listing) – i.e. PLUS Markets and a European Stock Exchange.
• We have the expertise to assist you with all of the applications and filing requirements to have your company approved for trading within a couple of weeks after the first applications are in and we select the local German specialist firm to sponsor your daily trading and settlements.

The benefits to your company from listing on Frankfurt are:

• Increased international exposure.
• Ability to raise equity capital in Europe.
• Enhanced shareholder value.
• Increased Market-Making commitments.

Initial Frankfurt Stock Exchange Listing Package € 60,000 includes:

• Initial consultation and application for the Frankfurt Stock Listing
• Press release announcing your company’s Frankfurt Stock Exchange approval
• Specialist setup & maintaining of the electronic Order Book on your company’s shares
• Issuance of an ISIN number.
• Routing and processing of bid and ask orders
• Clearing and tracking of the electronic register
• Real-time quotes with Worldwide access from all  European financial portals (in Java)
• Monitoring of new threads of leading Financial Community Message Boards in Europe including Comdirect.de, Wallstreet-online.de, CortalConsors.de, financial.de, etc.
• Once your company is approved for trading it will enable you to increase investor awareness across the EU resulting in the ability to raise additional funds through equity sales.

Next Steps: Contact us at info@fselistings.com

We would be pleased to schedule a conference call with one of our senior partners in Europe to answer any questions or concerns that you may have and discuss costs and procedures.

• Primary- and dual-listings of the Company’s shares on European stock exchanges such as Frankfurt, the AIM (Alternative Investment Market) or Plus Markets (London).
• Structuring and implementing comprehensive IR/PR campaigns designed to maximize the dissemination of corporate information to potential retail investors in Europe – predominantly in Germany.
• Assisting Companies in raising capital and expanding their institutional base in the major European financial communities.
• An effective way of achieving a higher market-cap and additional sponsorship for your corporation is via a Cross-Border Listing (dual listing) – i.e. PLUS Markets and a European Stock Exchange.
• We have the expertise to assist you with all of the applications and filing requirements to have your company approved for trading within a couple of weeks after the first applications are in and we select the local German specialist firm to sponsor your daily trading and settlements.

FSE Listings Inc, Your Only Frankfurt Stock Exchange Listing Partner

FSE Listings Inc recently listed 3 companies in a one month period, the clients who listed where both shocked and relieved to have trusted our firm to take them public. Especially one of our clients who entrusted his first attempt of going public with another go public firm in Germany that didn’t meet the critical required elements that FSE Listings can as your listings partner. Our costs and process is transparent and built on over 12 years of experience in the field of listing companies.

We know of no other company that can accomplish a Primary Frankfurt Stock Exchange listings for foreign corporations.

Our firm specializes in:

-          Listing UK, Asian, US, Canadian, Australian, Indian, and non-Eu Companies on the Frankfurt Stock Exchange successfully within 3-6 weeks

-          Our team have been partners of the Frankfurt Stock Exchange and have listed over 1500+ companies within their respective market maker businesses

-          We deal directly with the sources of services and have a long standing relationship which allows for your information to be delivered in the right format and become listed faster and more efficiently

-          Our listings services are affordable and payment does not have to be made until after the listing is complete. We know of NO OTHER Listing Consultant that offers this service

-          Our partners are the leading certified Deutsche Börse brokers, listing partners, paying agent, banks, and registrars with the ability to get pre-approvals from the Frankfurt Stock Exchange. (We often discuss matters directly with the exchange.)

-          All of the companies we have listed managed to obtain the desired market cap of their company upon listing to assist in their capital raising process

-          All of the companies we have worked with have found financing options on the Frankfurt Stock Exchange or due to their listings

-          All of our listings include the XETRA electronic trading platform

-          Our firm has developed relationships with the top Germany-based IR/PR groups who can help your company gain marketshare and exposure on the Frankfurt Stock Exchange

Contact Us

(Primary Listing) is the best way to Go Public

You do not need another consultant or individual to discuss with you how to list when we can do it all for you. The reality is that our firm can perform a free Initial consultation and qualify your firm for application for the Frankfurt Stock Listing. Complete the application and all required documents and information. Incorporate the company if required and assist with all of the documentation for capitalization, legal opinions, and shareholders. Specialist setup & maintaining of the electronic Order Book on your company’s shares. Issuance of an ISIN number. Routing and processing of bid and ask orders. Clearing and tracking of the electronic register. Once your company is approved for trading it will enable you to increase investor awareness across the EU resulting in the ability to raise additional funds through equity sales.

List of Required Documents and Information

• Certificate of Incorporation
• Memorandum
• Articles of Association
• Number of shares outstanding (as per incorporation documents) and par-value per share (also as per incorporation documents)
• Certified Copies of ID’s of the directors and supporting documents (please look at appendix A)
• Business Plan
• Financials (Opening Balance Sheet etc)
• Letter from Auditor with regards to paid in capital or a Solicitor who is holding the funds
• Letter from the CEO Certifying the paid in capital and number of shareholders within the company
• ISIN documentation completed and applied for by FSE Listings Inc

Second Step Documents

• Frankfurt Application Document Signed with above documents.
• Engagement Letter with the Registrar for Electronic Trading within your jurisdiction, For example CREST

1. Upon receipt of registration details create the register of members of ordinary shareholders.
2. Produce and issue the initial ordinary share certificates of entitlement.
3. Liaise with Euroclear UK & Ireland Limited (“EUI”) to ensure all procedures and documentation is in place to enable CREST eligibility of the issued ordinary shares.
4. Issue for signing and return by your firm both the CREST Security Application Form and CREST Enablement Letter.
5. Submit to EUI both the signed CREST Security Application Form and CREST Enablement Letter.

Secondly, ensure you have a consultant from FSE Listings Inc who can perform the following tasks with the documentation supplied:

Consulting Services:

• Initial due diligence
• Prepare and coordinate drafting of a Company securities prospectus/expose for admission to the Frankfurt Stock Exchange for IPO
• Liaising with company management for all due diligence documentation required in respect of the IPO listing
• Preparation of all other documents required for admission to trading and commencement of trading on the Frankfurt Stock Exchange
• Appoint and work with Share Registrar of Company to have shares registered
• Activate electronic share registration system with Share Registrar and share clearing system in Germany
• Joint presentation of the application for the listing of new shares for IPO by Company
• Liaison with Frankfurt Stock Exchange
• Drafting and coordinating publication of any mandatory announcements
• Application for the start of trading on the Frankfurt Stock Exchange for the Company’s IPO.
• Assist in transfer of shares via CREST/CLEARSTREAM into the electronic trading system.

Services include the cost of the Sponsor, Listing, Filings, Incorporation, and documentation preparation.

CONTACT Info@FSEListings.com

Reverse Mergers and Frankfurt Public Shells

On occasion FSE Listings Inc has the ability to perform reverse mergers into public shells that projects have dematerialized or have 100% Frankfurt Shell Companies for Sale. Shell companies are often used when companies are in a hurry to go public, and/or they do not have the required number of shareholders to go public or capital in requirements of 250,000 euro.

When you list via a reverse merger, the private companies is merged into the public company taking over control of the vehicle. The private company is then public within the new company of which is has control. In the event of purchasing a Frankfurt stock exchange shell company, the private company merges at the same time that all of the shares are privately purchased within the company giving complete control to the private company shareholders. The listing on the Frankfurt Open Market is relatively quick, 3-6 weeks, and therefore, many people decide not to purchase a Frankfurt Shell but rather to list directly. However, we do have an inventory of Frankfurt Shells at www.frankfurtshell.com.

In many cases, the assets of pre-existing US-NASDAQ, AIM, TSX, and JSE companies are spun-out or made into a spin-off that is put into the new company that is the Open Market Frankfurt Stock Exchange listed company. In this case, the listed company is the Frankfurt Shell company, and the asset is merged into the firm taking over control. The transfer of control is where the term “reverse merger” is used to describe this process. The Frankfurt Shell companies we represent have no liabilities, often their assets are spun-out or in default and no longer exist within the company, and completion of the acquisition can be done within one week of proof of funds.

For trading Frankfurt Shells go to www.frankfurtshell.com

Why The Frankfurt Stock Exchange

In an international comparison, the Deutsche Börse (Frankfurt Stock Exchange) remains the most attractive listing venue for companies aiming for an IPO. Current studies compare the world’s primary market activities and terms for listing on the Frankfurt Stock Exchange to the leading international exchanges. The study analyzes terms for IPOs on the Frankfurt Stock Exchange and compares them with the stock exchanges Euronext, Hong Kong Stock Exchange (HKSE), London Stock Exchange (LSE), NASDAQ und New York Stock Exchange (NYSE). Almost every third listing of a company, which chose Deutsche Börse as a listing venue, was an Initial Public offering (IPO). This includes a first public offering of shares with an approved prospectus. Only 0.3 percent of all listed companies on the Alternative Investment Market (AIM) in London had an IPO at this venue. Sector focus is key to selecting a listing venue for an IPO – especially for companies from the emerging markets.  The Deutsche Börse leads among companies whose business is in the alternative energies, high technology, chemical and industrial sectors. In alternative energies alone, 97.8 percent of the entire placed IPO volume has been placed on the Frankfurt Stock Exchange. Another key criterion is the durability of a stock exchange listing.

Deutsche Börse clearly stands out in this respect:

No company with an IPO in Frankfurt between January 2001 and March 2008 has become insolvent. The percentage of insolvencies for Euronext is nearly three percent and for LSE more than five percent. The proportion of delistings is also correspondingly high. The percentage of delistings on LSE is more than ten percent, while at Euronext it is almost seven percent, with no delistings from HKSE or rnrnFrankfurt Stock Exchange during the period stated. For the period from January 1999 to March 2008, Deutsche Börse received top marks as a listing venue in a global comparison. Companies benefit from the lowest capital costs and the highest liquidity. Subjects of the examination included the costs of market access, the subsequent costs for further capital increases and liquidity.  Deutsche Börse’s Prime Standard and General Standard rank above the other “main markets”, with its Entry Standard also ranking above other alternative markets.

Today, with a total turnover of €5.2 trillion per year the Frankfurt Stock Exchange strengthens its position as the world’s 3rd largest trade-place for stocks and the world’s 2nd largest by market capitalization.

The city of Frankfurt has the unique distinction of being host to one of the first stock exchanges in the world. Owned and operated by Deutsche Borse, the Frankfurt Stock Exchange is the third largest trade-place for stocks in the world and the second largest in terms of market capitalization. There are currently about 6823 companies quoted on the Frankfurt Stock Exchange and the exchange enjoys an annual turnover of roughly 5.2 trillion euros. Most of the FSE’s trading takes place via a fully electronic trading system known as Xetra. This electronic system makes it possible for 15 different countries to trade on a single platform. Because this allows for countries to trade on the exchange without actually being in the country for floor trading, some 47% of those companies trading on the FSE are located in other countries. Those companies wishing to enter the Frankfurt stock market can choose from three different categories: Prime, General and Entry Standard. Entry Standard is of course, the easiest ways since Prime and General are regulated by the EU rules. Some examples of companies listed on the Frankfurt Stock Exchange are Nokia, Opel, Porsche, Daimler Chrysler and Hugo Boss Ag.

Germany enjoys one of the most highly developed market economies in the world and it is the largest economy in Europe. It also ranks fifth in the world in terms of purchasing power parity and GDP. The country’s economy is largely export-orientated and exports account for more than one-third of the country’s annual output. However, despite the fact that Germany enjoys such a high export rate, it suffers from low consumer confidence on a local scale. This has weakened the local economy somewhat, but he government is making strides towards alleviating the problem. Currently the services sector contributes the most towards Germany’s GDP with roughly 70.3% of profits coming from this sector. Agriculture in Germany is incredibly small with only 1.1% of the country’s revenue being generated by this sector and the remaining 28.6% coming from the industry sector. About 13% of the country’s population live below the poverty line and some 9.6% are unemployed. While these number are not all that good for a developed country, they are not that bad when compared to other countries.

Germany’s main industries are iron, steel, cement, coal, chemicals, machinery, motor vehicles, machine tools, electronics, food, beverages, shipbuilding and textiles. In 2005 $1.016 trillion was generated from exports while only $801 billion came from imports. This further shows how much more is generated from exports each year. The country’s main trade partners are France, the US and UK, Italy, the Netherlands, Austria, Belgium, Spain, Switzerland and China.

Why are companies actively seeking consultants for a public listing on the Frankfurt Stock Exchange (FSE) is because of the ability to raise from 2 to 15+ million Euros immediately thereafter from European pension funds, hedge funds, selling groups and private investors.

The total amount that can be raised will be based on the valuation of the Company. The financing occurs very quickly after trading commences on the Exchange. European private and institutional funds are actively seeking investments in newly listed public companies, and the process is rapid as compared to other Designated Offshore Exchange (DOE) venues.

A Frankfurt exchange listing is the first step on the road to becoming a public company, with the opportunity to dual-list in the future, either in the U.S. or Dubai.

The Benefits

There are numerous benefits to a Frankfurt Exchange listing:

- Increased trading volume and market capitalization,
- Addition of new shareholders,
- Capital raising opportunities,
- Raise brand or services awareness,
- No restrictions on insider sales,
- Becoming a truly global player,
- Sometimes only 4 – 6 weeks from application to approval for trading,
- Low cost to value realized and low annual fees.

In addition, further fundraising is possible through the listing, depending on valuation level of the client company.

Contact info@fselistings.com

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Frankfurt Listed Company For Sale

We have a brand new Frankfurt Shell Company that was originally created for a client in Oil and Gas who’s project dematerialized. The company is ideal for an Oil and Gas project for listing on the Frankfurt Stock Exchange.

The company is a UK corporation, it currently has a symbol on the exchange registered within Xetra, and has met all requirements. The particulars will only be divulged to real potential clients who can show proof of funds of at least 150,000 euro.

Full availability of the company common shares from the current shareholder base.

Contact info@otclistings.com, Subject: Frankfurt Shell

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FSE Listings Inc lists three companies in July on the Frankfurt Stock Exchange

August 5^th 2010, Franfurt, Germany, FSE Listings Inc (www.fselistings.com) has listed three companies on the Frankfurt Stock Exchange over the past 4 weeks. FSE Listings Inc remains ahead of any other firm in listing companies as a professional consortiumon the Frankfurt Stock Exchange Unregulated Listings. FSE Listings Inc is the only firm to their knowledge who can list a company in 3-6 weeks successfully without taking payment until after the success of the listing.

“One of the clients is in Oil and Gas Exploration, one of the companies is in Minieral exploration, and the third firm is an IT Company listing on the Frankfurt Stock Exchange.” Says Mark Bragg, Director of Business Development. “It is our 14^th client of the year for listing on a stock exchange via direct listing, it appears more companies are listing directly on the Frankfurt stock exchange than buying shells because it is quicker and cheaper to start from scratch with FSE Listings. It’s better for the market to have real companies listing the real way.” Says Bragg

Its not unusual for FSE Listings Inc to list more than one company a month, but it appears they have been getting accelerated interest in listing on the Frankfurt Exchange due to the ease of listing, access to european capital, and lower costs.

FSE Listings Inc has been operating as the Frankfurt Stock Exchange Listings Consortium since 2000, listing companies on the Frankfurt Stock Exchange and US OTCBB. With several hundred firms listed within the professional consortium of Listing Partners, Lawyers, Accountants, and Partners, FSE Listings remains one of the most successful and industry relied upon professional groups.

If you are interested in listing a company on the Frankfurt Stock Exchange in 3-6 weeks, contact info@fselistings.com.

In addition, if you are interested in becoming a partner and part of the global consortium representing FSE Listings, please contact FSE Listings at info@fselistings.com.

Current Partnership Countries:

• Thailand Frankfurt Stock Exchange Listings
• US Frankfurt Stock Exchange Listings
• Malaysia Frankfurt Stock Exchange Listings
• Australia Frankfurt Stock Exchange Listings
• South Africa Frankfurt Stock Exchange Listings
• Canada Frankfurt Stock Exchange Listings
• Australia Frankfurt Stock Exchange Listings

We are actively looking for Frankfurt Stock Exchange Listing partners within:

Asia Stock market:

• China Stock Market
• Japan Stock Market
• Philippines Stock Market
• Vietnam Stock Market
• Singapore Stock Market

East Asia Stock Market:

• India Stock Market
• Indonesia Stock Market

Middle East:

• Dubai Stock Market
• United Arab Emirates Stock Market
• Kuwait Stock Market
• Iran Stock Market
• Iraq Stock Market
• Afghanistan Stock Market
• Saudi Arabia Stock Market

Europe Stock Market:

• Russia Stock Market
• France Stock Market
• Italy Stock Market
• Ireland Stock Market
• Norway Stock Market
• Sweden Stock Market
• Netherlands Stock Market
• German Stock Market
• UK Stock Market
• London Stock Market
• Spain Stock Market
• Portugal Stock Market
• Greece Stock Market
• Poland Stock Market
• Romania Stock Market
• Bulgaria Stock Market
• Finland Stock Market
• Iceland Stock Market

Americas Stock Market

• Mexico Stock Market
• Canada Stock Market
• Peru Stock Market
• Chile Stock Market
• Brazil Stock Market

Contact info@fselistings.com today!

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Stocks rally despite a slowdown in the service sector

U.S. stocks rose on Tuesday, led by financial and technology shares, even though data showed U.S. non-manufacturing activity grew at a slower rate than expected in June.

An industry trade group says the service sector grew more slowly in June, yet another sign growth could weaken in the second half of 2010.

The Institute for Supply Management, a trade group of purchasing executives, says its index tracking service-oriented companies dipped to 53.8 last month from 55.4 in May.

A reading above 50 indicates expansion. Economists polled by Thomson Reuters expected a reading of 55.0 for June.

A robust service sector, which accounts for about 80 percent of U.S. employment, is crucial to keeping the economy growing and adding jobs.

ISM also says employers’ plans to hire declined in June after growing in May for the first time in 28 months.

The Dow Jones industrial average rose 147.36 points, or 1.52 percent, to 9,833.84. The Standard & Poor’s 500 Index jumped 16.86 points, or 1.65 percent, to 1,039.44. The Nasdaq Composite Index climbed 38.40 points, or 1.84 percent, to 2,130.19.

Yesterday’s Top Performing Small Cap Stock:

VizStar, Inc. (OTCBB: VIZS)

VizStar, Inc. was a SmallCapVoice.com top performer closing up over 34% on trading volume of 108,444 shares.

VizStar, Inc. President and CEO Highlighted as a Featured Guest on Mind Your Own Business (MYOB) Radio Show

Jul. 6, 2010 (Business Wire) — VizStar, Inc. (OTCBB: VIZS), an upscale aviation charter transportation broker, today announces that VizStar, Inc. President and CEO Gary Clyburn Jr. was recently featured on the MYOB (Mind Your Own Business) Radio Show with longtime entrepreneurs Rick Brutti and Jeffrey Davis.

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Today’s SmallCapVoice.com Hot Stock to Watch:

Tootie Pie Company (OTCBB: TOOT)

A New Audio Interview with Don Merrill, President and CEO of Tootie Pie Company, is now at SmallCapVoice.com

Jul. 6, 2010 (Business Wire) — SmallCapVoice.com, Inc. announced today that a new audio interview with Tootie Pie Company, Inc. (OTCBB: TOOT), a premium baker and seller of high-quality, handmade pies, is now available. The interview can be heard at http://smallcapvoice.com/blog/7-2-10-audio-interview-with-tootie-pie-company-otcbb-toot/.

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Other Small Cap News

FuelCell Energy, Inc. (Nasdaq: FCEL)

FuelCell Energy to Supply Fuel Cell Stacking and Conditioning Equipment to POSCO Power for Manufacturing Facilities

POSCO Power Orders DFC300 Fuel Cell Power Plant to Develop Applications for Emergency Power

DANBURY, Conn., July 6, 2010 (GLOBE NEWSWIRE) — FuelCell Energy, Inc. (Nasdaq:FCEL) a leading manufacturer of high efficiency ultra-clean power plants using renewable and other fuels for commercial, industrial, government, and utility customers today announced a contract to procure fuel cell stack module assembly and conditioning equipment to sell to POSCO Power, the Company’s South Korean partner. This contract demonstrates POSCO Power’s continued investment in fuel cell production capacity to capitalize on the demand for ultra-clean and highly efficient power generation in South Korea centered on the Company’s Direct FuelCell(R) products. FuelCell Energy also announced that under a separate contract, POSCO Power has ordered a 300 kilowatt DFC 300MA fuel cell power plant.

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Aastrom Biosciences, Inc. (Nasdaq: ASTM)

Aastrom to Pursue Phase 3 Clinical Program in CLI

ANN ARBOR, Mich., July 6, 2010 (GLOBE NEWSWIRE) — Aastrom Biosciences, Inc. (Nasdaq:ASTM), the leading developer of autologous cellular therapies for the treatment of severe cardiovascular diseases, today announced that the company will pursue a Phase 3 clinical program for its autologous cell therapy for the treatment of critical limb ischemia (CLI) through the U.S. Food and Drug Administration’s special protocol assessment (SPA) process. Aastrom is currently completing a Phase 2b clinical trial of its cell therapy in patients with CLI and recently met with FDA officials to discuss plans for the Phase 3 program.

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Entrée Gold Inc. (NYSE Amex: EGI)

Entrée Gold receives new coal mining licence, Mongolia

VANCOUVER, July 6 /PRNewswire-FirstCall/ – Entrée Gold Inc. (TSX:ETG; NYSE AMEX:EGI; Frankfurt:EKA – "Entrée" or the "Company") has received a mining licence covering its Nomkhon Bohr coal discovery, outlined through exploration efforts in 2008-2009. The new mining licence comprises approximately 14,030 hectares and covers the northwest corner of the former Togoot exploration licence. The portion of the property included in the mining licence is mainly underlain by Permian sediments which are known to host rich coal deposits in this part of the Gobi Desert.

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Curis, Inc. (Nasdaq: CRIS)

Curis Achieves Phase I Milestone Under Hsp90 Collaboration with Debiopharm

CAMBRIDGE, Mass.–(BUSINESS WIRE)–Curis, Inc. (NASDAQ: CRIS) announced today that its licensee Debiopharm S.A. (“Debiopharm”) has treated the fifth patient in its ongoing Phase I clinical trial for small molecule heat shock protein 90 (Hsp90) inhibitor Debio 0932, formerly called CUDC-305. Under the terms of the August 2009 license agreement between Curis and Debiopharm, Curis will receive a $3 million milestone payment from Debiopharm for the achievement of this development objective.

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Aurizon Mines (NYSE Amex: AZK)

Aurizon and Niogold enter into agreement to advance the Marban Block property, Quebec

"We are pleased to enter into this agreement with Niogold for the exploration of the Marban Block." said David Hall, Aurizon’s CEO. "This is a continuation of our strategy to assemble a portfolio of exploration properties, at various stages of development, to complement our Casa Berardi and Joanna projects and to provide a strong pipeline for future growth."

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Arena Pharmaceuticals, Inc. (Nasdaq: ARNA)

Arena Makes Deal On Obesity Drug

Japan-based Eisai will market the weight management treatment in the U.S. once it gets FDA approval.

Arena Pharmaceuticals said today Japan-based Eisai will market the obesity and weight management drug lorcaserin in the US once it receives Food and Drug Administration approval.

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Lucas Energy, Inc. (NYSE Amex: LEI)

Lucas Energy Announces Closing Part II of Eagle Ford Shale Joint Venture

HOUSTON, July 2, 2010 (GLOBE NEWSWIRE) — Lucas Energy, Inc. (NYSE Amex:LEI), an independent oil and gas company (the "Company") based in Houston, Texas, today announced that the Company has closed the second part of its Eagle Ford joint venture with Hilcorp Energy I, L.P., an affiliate of Hilcorp Energy Company, one of the largest privately owned oil and gas companies in the United States. Hilcorp Energy I, L.P. has acquired interests in additional leases in the Company’s Eagle Ford acreage in Gonzales County, Texas. Additional Eagle Ford properties will be part of a third closing that is expected to take place by the end of July. To date, Lucas has received $8.9 million for an 85% working interest in approximately 10,500 acres in Gonzales County, Texas.

Read More >>

About SmallCapVoice.com

SmallCapVoice.com is a recognized corporate investor relations firm, with clients nationwide. Known for its ability to help emerging growth companies build a following among retail and institutional investors, SmallCapVoice.com utilizes its stock newsletter to feature its daily stock picks, audio interviews, as well as its client’s financial news releases. SmallCapVoice.com also offers individual investors with all the tools they need to make informed decisions about the stocks they are interested in. Tools like our stock charts, stock alerts, and our investor fact sheets can assist with investing in stocks that are traded on the OTC BB and Pink Sheets.

Small Cap Voice SCV is an electronic publication, and is for informational purposes only. The stocks profiled by SCV are only company profiles and are not intended to be and should not be accepted by you as recommendations to buy or sell in these securities. These profiles are compiled from publicly available sources. Our sources include, but are not limited to, online research, company profiles, member suggestions, magazines, newspapers, analyst suggestions, broker recommendations, contact with the company, company rumors, press releases and other similar information sources. All profiles are based on information that is accessible by the public. Investing in stocks involves risk. SCV is not and does not hold itself out to be a registered broker or dealer or other licensed securities professional. You should consult a qualified, licensed financial advisor or stock broker before making any decisions to invest in the securities of any company that is described in these profiles. For compensation and complete disclaimer click here.

Contact:

Stuart T. Smith CEO
512-267-2430
ssmith@smallcapvoice.com
http://www.smallcapvoice.com

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Frankfurt Listing- No upfront fees

The company is only responsible for initial incorporation documents, and ensuring they qualify prior to being signed as a client.

While your currency is strong against the Euro, you should take advantage of this opportunity to list!

*Listing fees are reduced based upon upfront payments.

Our capital raising partners are interested in working with Oil and Gas, Resources, Technology, and Development companies. Once your firm is listed, we can assist in introducing 1-10 million euro of financing.

Contact for references and to see if you are qualified for this program: info@fselistings.com

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