Item 1.    Significant Parties

(a) (b)   Directors and Officers.

                Name and Address                                               Position(s) Held    

                Mr. Wes Johnson                                                   Chief Executive Officer & Board of Directors Member

                Mailing: C/O: Alternative Securities Markets Group Corp., 4136 Del Rey Avenue, Marina Del Rey, CA 90292

                Mr. Rich Moniak                                                   Chief Operations Officer & Board of Directors Member

                Mailing: C/O: Alternative Securities Markets Group Corp., 4136 Del Rey Avenue, Marina Del Rey, CA 90292

                Mr. Steven J. Muehler                                            CFO, Compliance Officer & Board of Directors Member

                Mailing: C/O: Alternative Securities Markets Group Corp., 4136 Del Rey Avenue, Marina Del Rey, CA 90292

                Mr. Koorosh Rahimi                                               President of Asset Management & Board of Directors Member

                Mailing: C/O: Alternative Securities Markets Group Corp., 4136 Del Rey Avenue, Marina Del Rey, CA 90292

                Mr. David Dobkin                                                 President of Investment Banking & Board of Directors Member

                Mailing: C/O: Alternative Securities Markets Group Corp., 4136 Del Rey Avenue, Marina Del Rey, CA 90292

(c) General Partners of the Issuer    N/A

(d) (e) Recorded and Beneficial owners of 5 percent or more of any class of the issuer’s equity securities.

The following provides the names and addresses of each of the Alternative Securities Markets Group Corporation affiliates who own 5% or more of any class of our preferred or common stock:

·         Alternative Securities Markets Group Mining and Mineral Rights Market Fund, LLC (to be formed in 2015)

·         Alternative Securities Markets Group Oil and Natural Gas Market Fund, LLC (to be formed in 2015)

·         Alternative Securities Markets Group Residential Mortgage Clearinghouse Fund, LLC (to be formed in 2015)

·         Alternative Securities Markets Group Restaurant and Nightclub Market Fund, LLC (to be formed in 2015)

·         Alternative Securities Markets Group Retail and E-Commerce Market Fund, LLC (to be formed in 2015)

·         Alternative Securities Markets Group Technologies Market Fund, LLC (to be formed in 2015)

(h)  Counsel for Issuer and Underwriters.

No Counsel or Underwriters were selected for this Offering.

(i) through (m)    None

Item 2.  Application of Rule 262.

(a)  (b)  None of the persons identified in response to Item 1 are subject to any of the disqualification provisions set forth in Rule 262 and, as a result, no such application for a waiver if disqualification has been applied for, accepted or denied.

Item 3.  Affiliate Sales.

None of the proposed offering involves the resale of securities by affiliates of the issuer.

Item 4.  Jurisdictions in which Securities are to be offered.

(a)The Securities to be offered and described in this SEC Form 1-A and disclosure document, as amended or supplemented from time to time in connection with this proposed Offering, shall not be offered by Underwriters, Dealers or Salespersons.

(b)The Securities in this proposed offering shall be offered in the following jurisdictions, subject to qualification in each State, as necessary:

·         California

·         Florida

·         New York

·         Texas

The Securities to be offered with this proposed Offering shall be offered by Mr. Wes Johnson, the Company’s Chief Executive Officer; Mr. Moniak, the Company’s Chief Operations Officer; Mr. Dobkin, the Company’s President of Investment Banking; and Mr. Rahimi, the Company’s President of Asset Management. The Company will use FOUR of its corporate websites, each as an online portal and information management tool in connection with the Offering. Each of the Websites is owned and operated by Alternative Securities Markets Group Corporation.

·         http://www.ASMGCorp.com;

·         http://www.ASMX.CO;

·         http://www.FixedIncomeMortgage.com

This Offering Circular will be furnished to prospective Investors upon their request via electronic PDF format and will be available for viewing and download 24 hours per day, 7 days per week on each website.

In order to subscribe to purchase the Fixed Income Investment Certificates, a prospective Investor must complete, sign and deliver the executed Subscription Agreement, Investor Questionnaire and Form W-9 to Alternative Securities Markets Group Corporation and mail or wire funds for its subscription amount in accordance with the instructions included in the Subscription Package.

The Investing Section of the Website Hosting this Offering will be coded to only allow access to invest to those prospective Investors that reside in jurisdictions where the Offering is registered and meet any State-Specific Investor Suitability Standards.            

Item 5.  Unregistered Securities Issued or Sold Within One Year. 

The Company was formed as a California Stock Corporation in October of 2014. Upon its formation, the Company has issued ONE HUNDRED THOUSAND (100,000) Common Stock Shares as illustrated below:

Name & Address

Amount Owned 

Mr. Steven Joseph Muehler

4050 Glencoe Avenue

Marina Del Rey, California 90292

Common Stock: 100,000 Shares (100.00%)

Preferred Stock: No Shares

The Common Stock Shares were issued at a Par Value of $0.001 Per share pursuant to Section 4(a)(2) of the

Securities Act of 1933, as amended:

On July 15th, 2015, Mr. Steven J. Muehler sold THIRTY THOUSAND shares of Common Stock to Mr. Wes Johnson, the Company’s Chief Executive Officer; THIRTY THOUSAND shares of Common Stock to Mr. Rich Moniak, the Company’s Chief Operations Officer; FIVE THOUSAND shares of Common Stock to Mr. David Dobkin, the Company’s President of Investment Banking; and FIVE THOUSAND shares of Common Stock to Mr. Koorosh Rahimi, the Company’s President of Asset Management. The SEVENTY THOUSAND Common Stock Shares were sold at a price of $0.001 Per share pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended:

Name & Address

Amount Owned 

Mr. Wes Johnson

Chief Executive Officer

Alternative Securities Markets Group Corp

4136 Del Rey Avenue

Marina Del Rey, California 90292

Common Stock: 30,000 Shares (30%)

Preferred Stock: No Shares

Mr. Rich Moniak

Chief Operations Officer

Alternative Securities Markets Group Corp

4136 Del Rey Avenue

Marina Del Rey, California 90292

Common Stock: 30,000 Shares (30%)

Preferred Stock: No Shares

Mr. David Dobkin

President of Investment Banking

Alternative Securities Markets Group Corp

4136 Del Rey Avenue

Marina Del Rey, California 90292

Common Stock: 5,000 Shares (5%)

Preferred Stock: No Shares

Mr. Koorosh Rahimi

President of Asset Management 

Alternative Securities Markets Group Corp

4136 Del Rey Avenue

Marina Del Rey, California 90292

Common Stock: 5,000 Shares (5%)

Preferred Stock: No Shares

Item 6.  Other Present or Proposed Offerings.

The Alternative Securities Markets Group Corporation intends to offer and sell equity and/or debt securities related to additional financial services products it offers, or for products and services offered by one of it’s wholly owned subsidiaries. Alternative Securities Markets Group Corporation, through its wholly owned subsidiaries, expects to file one or more new Offering Statements on SEC Form 1-A covering the additional Offerings for qualification with the Securities and Exchange Commission, under the NASAA Coordinated Review Program and with any individual State, to the extent necessary

Current Proposed Offerings:

·         Alternative Securities Market, LLC (Broker Dealer)

o    $20 Million Debt Offering

·         Alternative Securities Market Exchange, Inc. (Stock Exchange)            

o    No Offerings Proposed

·         Alternative Securities Markets Group Limited (Bermuda Company / Bermuda Stock Exchange Broker)

o    No Offerings Proposed

·         Samba Brazilian Gourmet Pizza Corporation

o    $5 Million Convertible Preferred

·         Alternative Securities Markets Group Aviation & Aerospace Fund, LLC (Alt. Securities Market Fund)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Biofuels Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group California Water Rights Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Commercial Mortgage Clearinghouse Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Energy Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Entertainment and Media Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Fashion and Textiles Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Financial Services Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Food and Beverage Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Life Settlement Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Medical Device and Pharmaceuticals Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Mining and Mineral Rights Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Oil and Natural Gas Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Residential Mortgage Clearinghouse Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Restaurant and Nightclub Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Retail and E-Commerce Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

·         Alternative Securities Markets Group Technologies Market Fund, LLC (to be formed in 2015)

o    $20 Million Convertible Debt Offering

Item 7.  Marketing Arrangements.

PART II – OFFERING CIRCULAR

Alternative Securities

Markets Group Corporation

Best Efforts Offering of 200,000 Fixed Income Investment Certificates

This Offering Circular relates to the offer and sale of up to $20,000,000 in principal amount (the “Offering”) of Fixed Income Investment Certificates (the “Fixed Income Investment Certificates”) of ALTERNATIVE SECURITIES MARKETS GROUP CORPORATION, a California Stock Corporation (the “Company”). The Company’s principal office is located at 4136 Del Rey Avenue, Marina Del Rey, California 90292, and its telephone number is (800) 366-0908.

The Fixed Income Investment Certificates will be issued in the minimum amount of $100 and in multiples of $100. The Fixed Income Investment Certificates will be offered in maturities of 60 to 360 months from the date issued, with a fixed interest rate depending on the term. The Company will typically issue Fixed Income Investment Certificates on the same or next day, after deposit by the Company of the Subscriber’s payment check and the check is collected by the Company’s Bank. See “Description of Fixed Income Investment Certificates” on Page 126 of this Registration Statement. The Interest Rate for each Fixed Income Investment Certificate will be based on the formula set forth below and varies according to the term of the Fixed Income Investment Certificate. See “Description of Fixed Income Investment Certificates – Principal, Maturity and Interest” on Page 127 of this Registration Statement. The Minimum and the Maximum Fixed Interest Rates which are offered may change from time to time in response to changes in the current “Wall Street Journal’s Prime Rate” data obtained from the Wall Street Journal, or a similar credible source. The “Prime Rate”, as reported by the Wall Street Journal’s Bank Survey, is among the most widely used benchmark in setting home equity lines of credit and credit card rates. It is in turn based on the Federal Funds Rate, which is set by the Federal Reserve. The Interest Rates for new Fixed Income Investment Certificates are set on the First Monday of each month at the start of business based on the Wall Street Journal’s Prime Rate on that day. Such rates are paid on all Fixed Income Investment Certificates issued between the start of business on that Monday and the close of business on the last day prior to the First Monday of the next month. The following table sets forth the formula for determining the Interest Rates for the Fixed Income Investment Certificates and the Initial Interest Rate based on the most recent Wall Street Journal’s Prime Rate as of AUGUST 3rd, 2015.

The Company may prepay some or all of the Fixed Income Investment Certificates at any time prior to their Maturity without premium or penalty.

The Company will pay Interest on Fixed Income Investment Certificates Monthly.

All Fixed Income Investment Certificates will be issued in fully registered form.

The Fixed Income Investment Certificates will not be subject to automatic rollover. Fifteen business days before the maturity date of the Certificate, the Company will notify the Holder that the Certificate is going to mature and that it is subject to full repayment by the Company. The Company will repay holder within in ten business days after the Maturity Date. The Holder may NOT elect to rollover all, or a portion of, the Fixed Income Investment Certificates it owns.

The Company, through Mr. Weslie W. Johnson, the Chief Executive Officer of the Company; Mr. Rich Moniak, the Company’s Chief Operating Officer; Mr. David Dobkin, the Company’s President of Investment Banking; and Mr. Koorosh Rahimi, the Company’s President of Asset Management, are each offering the Fixed Income Investment Certificates to Investors through on an ongoing and continuous basis. The Fixed Income Investment Certificates will be issued at their principal face value, without a discount, and are not being sold through other commissioned sales agents or underwriters. See “Plan for Distribution” on page 26 of this Registration Statement.

The Fixed Income Investment Certificates are being offered, and will be sold, pursuant to the exemption from registration provided by Section 3(b) of the Securities Act of 1933, as amended (the “Act”), and Regulation A promulgated thereunder. The Offering is not contingent upon sales of a minimum offering amount and there is no minimum aggregate amount of Fixed Income Investment Certificates that must be sold in order for us to have access to the Offering proceeds. We may accept subscriptions as they are received. The Offering will terminate upon the earlier to occur of (i) the date that is not more than one year after the Offering is qualified by the United States Securities and Exchange Commission (The “Commission”), and (ii) the date on which $20,000,000 of Fixed Income Investment Certificates qualified hereunder have been sold.

The Fixed Income Investment Certificates will not be listed on any exchange or quoted on any automated dealer quotation system. Currently, there is no public market for the Fixed Income Investment Certificates.

This Offering Circular shall not constitute an offer to sell or the solicitation to an offer to buy, nor shall there be any sales of these securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of any such State.

THERE IS AT THIS TIME, NO PUBLIC MARKET FOR THE FIXED INCOME INVESTMENT CERTIFICATES.

THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES BEING OFFERED ARE EXEMPT FROM REGISTRATION. THE SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE.

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

ITEM 2: DISTRIBUTION SPREAD

THIS OFFERING IS SUBJECT TO WITHDRAWAL OR CANCELLATION BY THE COMPANY AT ANY TIME AND WITHOUT NOTICE.   THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART NOTWITHSTANDING TENDER OF PAYMENT OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE NUMBER OF SECURITIES SUBSCRIBED FOR BY SUCH INVESTOR.

THE OFFERING PRICE OF THE FIXED INCOME INVESTMENT CERTIFICATES IN WHICH THIS OFFERING CIRCULAR RELATES HAS BEEN DETERMINED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

NASAA UNIFORM LEGEND:                         

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE FIXED INCOME INVESTMENT CERTIFICATES HAVE NOT BEEN RECOMMENDED BY THE FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE FIXED INCOME INVESTMENT CERTIFICATES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

FOR ALL RESIDENTS OF ALL STATES:   

THE FIXED INCOME INVESTMENT CERTIFICATES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE INTERESTS ARE SUBJECT IN VARIOUS STATES TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

REMAINDER OF PAGE LEFT BLANK INTENTIONALLY

PART II — OFFERING CIRCULAR

ITEM 3.  SUMMARY INFORMATION, RISK FACTORS AND DILUTION

GENERAL RISKS ASSOCIATED WITH INVESTMENT IN THE

ALTERNATIVE SECURITIES MARKETS GROUP CORPORATION

Investing in the Company’s FIXED INCOME INVESTMENT CERTIFICATES is very risky.  You should be able to bear a complete loss of your investment.  You should carefully consider the following factors, including those listed in this private securities offering.

Development Stage Business

Alternative Securities Markets Group Corporation commenced operations in October of 2014. The Company was formed as a California Stock Corporation. Accordingly, the Company has only a limited history upon which an evaluation of its prospects and future performance can be made.  The Company’s proposed operations are subject to all business risks associated with new enterprises.  The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base.  There is a possibility that the Company could sustain losses in the future.  There can be no assurances that Alternative Securities Markets Group Corporation will operate profitably. 

Inadequacy of Funds

Gross offering proceeds of a maximum of $20,000,000 may be realized.  Management believes that such proceeds will capitalize and sustain the Company sufficiently to allow for the implementation of the Company’s Business Plans.  If only a fraction of this Offering is sold, or if certain assumptions contained in Management’s business plans prove to be incorrect, the Company may have inadequate funds to fully develop its business.

Dependence on Management

In the early stages of development the Company’s business will be significantly dependent on: the Company’s Chief Executive Officer, Mr. Wes Johnson; the Company’s Chief Operations Officer, Mr. Rich Moniak; the Company’s President of Investment Banking, Mr. David Dobkin; the Company’s President of Asset Management, Mr. Koorosh Rahimi; and the Company’s Founder, Chief Financial Officer and Senior Compliance Officer, Mr. Steven Joseph Muehler. Mr. Johnson, Mr. Moniak, Mr. Dobkin, Mr. Rahimi, and Mr. Muehler will each be dedicating his full time to the to the Management of the Company.

Risks of Borrowing

The Company does not intend to incur any additional debt beyond the debt commitments provided in this offering. Should the Company incur additional debt in the future, additional possible risks could arise.  If the Company incurs additional indebtedness, a portion of the Company’s cash flow will have to be dedicated to the payment of principal and interest on such new indebtedness.  Typical loan agreements also might contain restrictive covenants, which may impair the Company’s operating flexibility.  Such loan agreements could also provide for default under certain circumstances, such as failure to meet certain financial covenants.  A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of members of the Company.  A judgment creditor would have the right to foreclose on any of the Company’s assets resulting in a material adverse effect on the Company’s business, operating results or financial condition.

Unanticipated Obstacles to Execution of the Business Plan

The Company’s business plans may change significantly.  Many of the Company’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements.  Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors.  Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events.

Management Discretion as to Use of Proceeds

The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.”  The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Company and its Investors in order to address changed circumstances or opportunities.  As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of the Company’s Chief Executive Officer with respect to application and allocation of the net proceeds of this Offering.  Investors for the FIXED INCOME INVESTMENT CERTIFICATES offered hereby will be entrusting their funds to the Company’s Chief Executive Officer, upon whose judgment and discretion the investors must depend.

Minimum Amount of Capital to be Raised

There is no minimum amount of FIXED INCOME INVESTMENT CERTIFICATES that need to be sold in this offering for the Company to access the investment funds is. All Investor funds will be transferred from the Company’s Investment Deposit Account to the Company’s General Business Operation Account. The Company cannot assure you that subscriptions for the entire Offering will be obtained. The Company has the right to terminate this offering of FIXED INCOME INVESTMENT CERTIFICATES at any time, regardless of the number of FIXED INCOME INVESTMENT CERTIFICATES that have sold. The Company’s ability to meet financial obligations, cash needs, and to achieve objectives, could be adversely affected if the entire offering of FIXED INCOME INVESTMENT CERTIFICATES is not fully subscribed.

Control by Management

As of July 15th, 2015 Management of the Company owned 100% of the Company’s outstanding Common Stock Shares. Upon completion of this Offering, Management of the Company will own 100% of the issued and outstanding Common Stock Shares.  Investors of the Company’s FIXED INCOME INVESTMENT CERTIFICATES will not have the ability to control either a vote of the Company’s Managers, Directors or any appointed Officers.  See“COMPANY MANAGERS” section.

No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets

In certain cases, the Company may rely on trade secrets to protect intellectual property, proprietary technology and processes, which the Company has acquired, developed or may develop in the future.  There can be no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior products or technology.  The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even where proprietary claims are unsubstantiated.  The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area.  The Company may also be subject to claims by other parties with regard to the use of intellectual property, technology information and data, which may be deemed proprietary to others.

The Company’s Continuing as a Going Concern Depends Upon Financing

If the Company does not raise sufficient working capital and continues to experience pre-operating losses, there will most likely be substantial doubt as to its ability to continue as a going concern. Because the Company has generated no revenue, all expenditures during the development stage have been recorded as pre-operating losses. Revenue operations have not commenced because the Company has not raised the necessary capital.

The Company’s FIXED INCOME INVESTMENT CERTIFICATES are not included for trading on any exchange, and there can be no assurances that the Company will ultimately be registered on any exchange.  The NASDAQ Stock Market, Inc. has recently enacted certain changes to the entry and maintenance criteria for listing eligibility on the NASDAQ SmallCap Market.  The entry standards require at least $4 million in net tangible assets or $750,000 net income in two of the last three years.  The proposed entry standards would also require a public float of at least 1 million shares, $5 million value of public float, a minimum bid price of $2.00 per share, at least three market makers, and at least 300 shareholders.  The maintenance standards (as opposed to entry standards) require at least $2 million in net tangible assets or $500,000 in net income in two of the last three years, a public float of at least 500,000 shares, a $1 million market value of public float, a minimum bid price of $1.00 per share, at least two market makers, and at least 300 shareholders.

No assurance can be given that the Company will ever convert to a Stock Corporation and No assurances can be given that the Company’s Stock Shares would ever qualify for inclusion on the NASDAQ System or any other trading market until such time as the Chief Executive Officer deems it necessary.  As a result, the Company’s FIXED INCOME INVESTMENT CERTIFICATES are covered by a Securities and Exchange Commission rule that opposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and qualified investors.  For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale.  Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and will also affect the ability of Investors to sell their FIXED INCOME INVESTMENT CERTIFICATES in the secondary market.

Secondary Market

No application is currently being prepared for the Company's FIXED INCOME INVESTMENT CERTIFICATES to be admitted to the Official Listing and trading on any regulated market. No application is being prepared to include the FIXED INCOME INVESTMENT CERTIFICATES to trading on an "Over-the-Counter" or "Open Market". If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their FIXED INCOME INVESTMENT CERTIFICATES easily or at prices that will provide them with yield comparable to similar investments that have a developed secondary market. Illiquidity may have a severely adverse effect on the market value of the FIXED INCOME INVESTMENT CERTIFICATES and investors wishing to sell the FIXED INCOME INVESTMENT CERTIFICATES might therefore suffer losses.

Unavailability of Rule 144 for Resales

The Company may be regarded under Rule 12b-2 of the Securities Exchange Act of 1934 as a shell company. Shareholders who hold FIXED INCOME INVESTMENT CERTIFICATES which are not subject to a registration statement under the Securities Act often rely upon Rule 144 for their resale. Rule 144 is not available for the resale of securities initially issued by either reporting or non-reporting shell companies (other than a business combination related shell company) or an Issuer that has been, at any time previously, a reporting or non-reporting shell company, unless the issuer meets specified conditions. A Secured Investment Certificate holder may resell securities pursuant to Rule 144’s Safe Harbor if the following conditions are met:

Compliance with Securities Laws

The Company’s FIXED INCOME INVESTMENT CERTIFICATES are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, applicable California Securities Laws, and other applicable state securities laws.  If the sale of FIXED INCOME INVESTMENT CERTIFICATES were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of FIXED INCOME INVESTMENT CERTIFICATES.  If a number of purchasers were to obtain rescission, we would face significant financial demands, which could adversely affect the Company as a whole, as well as any non-rescinding purchasers.

In August of 2010, the Company’s Founder, Chief Financial Officer & Senior Compliance Officer, Mr. Steven Joseph Muehler, was subject to a Cease and Desist Letter issued by the California the California Department of Corporations. A copy of the entire California Cease and Desist Letter is available for all potential Investors to review and is included in the EXHIBITS of this Offering Memorandum and Registration Statement.

NOTICE REGARDING AGREEMENT TO ARBITRATE

THIS OFFERING MEMORANDUM REQUIRES THAT ALL INVESTORS ARBITRATE ANY DISPUTE ARISING OUT OF THEIR INVESTMENT IN THE COMPANY. ALL INVESTORS FURTHER AGREE THAT THE ARBITRATION WILL BE BINDING AND HELD IN THE STATE OF CALIFORNIA, IN THE COUNTY OF LOS ANGELES. EACH INVESTOR ALSO AGREES TO WAIVE ANY RIGHTS TO A JURY TRIAL. OUT OF STATE ARBITRATION MAY FORCE AN INVESTOR TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. OUT OF STATE ARBITRATION MAY ALSO COST AN INVESTOR MORE TO ARBITRATE A SETTLEMENT OF A DISPUTE.

NOTICE REGARDING THE TRUST INDENTURE ACT OF 1939

THE TRUST INDENTURE ACT OF 1939 SUPPLEMENTS THE SECURITIES ACT OF 1933 IN THE CASE OF DISTRIBUTION OF DEBT SECURITIES IN THE UNITED STATES. THE TRUST INDENTURE ACT (“TIA”) REQUIRES THE APPOINTMENT OF A SUITABLY INDEPENDENT AND QUALIFIED TRUSTEE TO ACT FOR THE BENEFIT OF THE HOLDERS OF THE SECURITIES, AND SPECIFIES VARIOUS SUBSTANTIVE PROVISIONS FOR THE TRUST INDENTURE THAT MUST BE ENTERED INTO BY THE TRUSTEE. THE TIA IS ADMINISTED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. INVESTORS OF THIS OFFERING WILL NOT BENEFIT FROM A TRUSTEE, INDENTURE, OR THE PROTECTIONS AFFORDED BY THE TRUST INDENTURE ACT OF 1939.

All of the Alternative Securities Markets Group Corporation’s Businesses are subject to risks related to Litigation, Arbitration Actions and Governmental and Self Regulation Organization Investigations

All Companies of the Alternative Securities Markets Group Corporation are subject to legal proceedings arising out of their business operations, including lawsuits, arbitration claims, regulatory, governmental and Self Regulating Organization subpoenas, investigations and actions and other claims. We anticipate the majority of any legal claims will be client initiated and involve the purchase or sale of investment securities. We plan in our Investment Advisory Program (Alternative Securities Markets Group Corporation), we will have fiduciary obligations that require the Alternative Securities Markets Group Corporation and its Registered Financial Advisors to act in the best interests of its Advisors Clients. The Alternative Securities Markets Group Corporation’s Companies may face liabilities for actual or alleged breaches of legal duties to its Advisors’ Clients, in respect of issues related to the suitability of the financial products that the Alternative Securities Markets Group Corporation makes available to its Clients, or the investment advice of our Alternative Securities Markets Group Corporation’s Registered Investment Advisors based on the Clients’ objectives. In addition, the Alternative Securities Markets Group Corporation’s Companies may also become subject to claims, allegations and legal proceedings that the Alternative Securities Markets Group Corporation or a wholly owned subsidiary of the Alternative Securities Markets Group Corporation, has infringed or misappropriated intellectual property or other proprietary rights of others. In addition, the Alternative Securities Markets Group Corporation, or a wholly owned subsidiary of the Alternative Securities Markets Group Corporation, may be subject to legal proceedings related to employment matters, including wage and hour, discrimination or harassment claims. The outcome of any such actions cannot be predicted, and a negative outcome in such a proceeding could result in substantial legal liability, loss of intellectual property rights and injunctive or other equitable relief against the Alternative Securities Markets Group Corporation or a wholly owned subsidiary of the Alternative Securities Markets Group Corporation. Further, such outcome may cause us significant reputational harm and could have a material adverse effect on the Company’s business, results of operations, cash flows or financial condition.

The Alternative Securities Markets Group Corporation has adopted policies and procedures to identify, monitor and manage the operational risks of the Alternative Securities Markets Group Corporation, and that of its wholly owned subsidiaries. These policies and procedures, however, may not be fully effective. Some of the Alternative Securities Markets Group Corporation’s risk evaluation methods depend upon information provided by others and public information regarding markets, clients or other matters that are otherwise accessible by the Alternative Securities Markets Group Corporation, and it’s wholly owned subsidiaries. In some cases, however, that information may not be accurate, complete or up-to-date. Also, because the Alternative Securities Markets Group Corporation’s Advisors may work in small, decentralized offices, additional risk management challenges may exist. If the Alternative Securities Markets Group Corporation’s policies and procedures are not fully effective or the Alternative Securities Markets Group Corporation is not always successful in capturing all risks to which the Alternative Securities Markets Group Corporation, or a wholly owned subsidiary, the Alternative Securities Markets Group Corporation or its wholly owned subsidiary may suffer harm to its reputation or be subject to litigation or regulatory actions that could have a material adverse effect on its business and financial condition.

RISKS ASSOCIATED WITH INVESTMENT RELATIONSHIP WITH THE ALTERNATIVE SECURITIES MARKETS GROUP – “ALTERNATIVE SECURITIES MARKETS GROUP CORPORATION

Alternative Securities Markets Group Corporation Depends on its Ability to Attract and Retain Experienced and Productive Registered Investment Advisors

Alternative Securities Markets Group Corporation expects to derive a large portion of its revenues from commissions and fees generated by its Registered Investment Advisors. The Alternative Securities Markets Group Corporation’s ability to attract and retain experienced and productive Registered Investment Advisors is planned to contribute significantly to its growth and success, and the Alternative Securities Markets Group Corporation’s strategic plan is premised upon continued growth in the number of its Registered Investment Advisors. If the Alternative Securities Markets Group Corporation fails to attract new Registered Investment Advisors and to motivate its current Registered Investment Advisors, the Alternative Securities Markets Group Corporation’s business may suffer.

The market for experienced and production Registered Investment Advisors is highly competitive, and the Alternative Securities Markets Group Corporation shall devote significant resources to attracting and retaining the most qualified Registered Investment Advisors. In attracting and retaining Registered Investment Advisors, Alternative Securities Markets Group Corporation may compete directly with a variety of financial institutions such as regional broker-dealers, banks, insurance companies and crowdfunding companies, as well as Independent Registered Investment Advisors. If Alternative Securities Markets Group Corporation is not successful in attracting or retaining highly qualified Registered Investment Advisors, The Alternative Securities Markets Group Corporation may not be able to recover the expense involved in attracting and training these Registered Investment Advisors. There can be no assurance that The Alternative Securities Markets Group Corporation will be successful in its efforts to attract and retain the Registered Investment Advisors needed to achieve its growth objectives.

Alternative Securities Markets Group Corporation’s Financial Condition and Results of Operations may be Adversely Affected by Market Fluctuations and Other Economic Factors

Alternative Securities Markets Group Corporation’s financial condition and results of operations may be adversely affected by market fluctuations and other economic factors. Significant downturns and volatility in equity and other financial markets can have an adverse effect on the financial condition and results of the Alternative Securities Markets Group Corporation’s operations.

General economic and market factors can affect the Alternative Securities Markets Group Corporation’s commissions and fee revenue. For example, a decrease in market levels can:

·         Reduce new investments by new and existing clients in financial products that are linked to the Alternative Securities Marker or another Stock Market.

·         Reduce the value of advisory assets, thereby reducing asset-based fee income; and

In addition, because a portion of the Alternative Securities Markets Group Corporation’s expenses are fixed, the Alternative Securities Markets Group Corporation’s ability to reduce its fees over short periods of time is limited, which could negatively impact the Alternative Securities Markets Group Corporation’s profitability.

Lack of Liquidity or Access to Capital could Impair the Alternative Securities Markets Group Corporation’s Business and Financial Condition

Liquidity, or ready access to funds, is essential to the Alternative Securities Markets Group Corporation’s business. The Alternative Securities Markets Group Corporation expects to expend significant resources investing in its business, particularly with respect to its technology and client service platforms it maintains with Alternative Securities Market, Inc. (also known as, “The Alternative Securities Market”). As a result, reduced levels of liquidity could have a significant negative effect on the Alternative Securities Markets Group Corporation. Some potential conditions that could negatively affect the Alternative Securities Markets Group Corporation’s liquidity include:

·         Illiquid or volatile markets;

·         Diminished access to debt or capital markets; or

·         Unforeseen cash or capital requirements, adverse legal settlements or judgments

The capital and credit markets continue to experience varying degrees of volatility and disruption. In some cases, the markets have exerted downward pressure on availability of liquidity and credit capacity for businesses similar to the Alternative Securities Markets Group Corporation’s. Without sufficient liquidity, the Alternative Securities Markets Group Corporation could be required to curtail its operations, and the Alternative Securities Markets Group Corporation’s business would suffer.

Regulatory Developments and the Alternative Securities Markets Group Corporation’s Failure to Comply with Regulations could Adversely Affect the Alternative Securities Markets Group Corporation’s Business by Increasing the Alternative Securities Markets Group Corporation’s Costs and Exposure to Litigation, Affecting the Alternative Securities Markets Group Corporation’s Reputation and Making its Business Less Profitable

The Alternative Securities Markets Group Corporation’s business is subject to extensive U.S. Regulation and Supervision, including Securities and Investment Advisory Services. The securities industry in the United States is subject to extensive regulation under both Federal and State Laws. The Alternative Securities Markets Group Corporation is a Registered Investment Advisor is:

·         Is a Registered Investment Advisory Firm currently registered in the State of California, with intentions of Registering in all 50 States during the 2015 Calendar Year.

·         Is a member of Financial Industry Regulatory Authority, Inc. (“FINRA”)

Much of the regulation of Registered Investment Advisors has been delegated to a Self-Regulatory Organization (“SRO”), namely FINRA, who is the Alternative Securities Markets Group Corporation’s primary regulator for its Financial Advisory and Asset Management business.

The United States Securities and Exchange Commission (“SEC”), FINRA and various U.S. Governmental and Regulatory Authorities continuously review legislative and regulatory initiatives and may adopt new or revised laws and regulations. There can also be no assurance that other Federal or State Agencies will not attempt to further regulate the Alternative Securities Markets Group Corporation’s business. These legislative and regulatory initiatives may affect the way in which the Alternative Securities Markets Group Corporation conducts its business and may make the Alternative Securities Markets Group Corporation’s business model less profitable.

The Alternative Securities Markets Group Corporation’s profitability cold also be affected by rules and regulations that impact the business and financial communities generally, and, in particular, the Alternative Securities Markets Group Corporation’s Advisors’ Clients’, including changes to the laws governing taxation (including the classification of Independent Contractor status of the Alternative Securities Markets Group Corporation’s Advisors), electronic commerce, privacy and data protection. Failure to comply with rules and regulations could subject the Alternative Securities Markets Group Corporation to regulatory actions or litigation, and it could also have a material adverse effect on the Alternative Securities Markets Group Corporation’s business, results of operations, cash flows or financial condition.

RISKS ASSOCIATED WITH INVESTMENT RELATIONSHIP WITH THE ALTERNATIVE SECURITIES MARKETS GROUP’S – ALTERNATIVE SECURITIES MARKET, LLC

Alternative Securities Market, LLC Depends on its Ability to Attract and Retain Experienced and Productive Securities Brokers

Alternative Securities Market, LLC expects to derive a large portion of its revenues from commissions and fees generated by its Securities Brokers. The Alternative Securities Market, LLC’s ability to attract and retain experienced and productive securities brokers is planned to contribute significantly to its growth and success, and the Alternative Securities Market, LLC’s strategic plan is premised upon continued growth in the number of its securities brokers. If the Alternative Securities Market, LLC fails to attract new securities brokers and to motivate its current securities brokers, the Alternative Securities Market, LLC’s business may suffer.

The market for experienced and production securities brokers is highly competitive, and the Alternative Securities Market, LLC shall devote significant resources to attracting and retaining the most qualified securities brokers. In attracting and retaining securities brokers, Alternative Securities Market, LLC may compete directly with a variety of financial institutions such as regional broker-dealers, banks, insurance companies and crowdfunding companies, as well as independent broker-dealers. If Alternative Securities Market, LLC is not successful in attracting or retaining highly qualified securities brokers, Alternative Securities Market, LLC may not be able to recover the expense involved in attracting and training these securities brokers. There can be no assurance that Alternative Securities Market, LLC will be successful in its efforts to attract and retain the securities brokers needed to achieve its growth objectives.

Alternative Securities Market, LLC’s Financial Condition and Results of Operations may be Adversely Affected by Market Fluctuations and Other Economic Factors

Alternative Securities Market, LLC’s financial condition and results of operations may be adversely affected by market fluctuations and other economic factors. Significant downturns and volatility in equity and other financial markets could have an adverse effect on the Alternative Securities Market, LLC’s financial condition and results of operations.

General economic and market factors can affect Alternative Securities Market, LLC’s commission and fee revenue. For example, a decrease in market levels can:

·         Reduce new investments by both new and existing clients in financial products that are linked to the Alternative Securities Market, or any regulated market or OTC market that the Alternative Securities Market, LLC has operations.

·         Reduce trading activity, thereby affecting Alternative Securities Market, LLC’s brokerage commissions

·         Motivate clients to withdraw funds from Investments, or ceasing to make new investments, which reduces securities brokerage fees and commissions.

Regulatory Developments and the Alternative Securities Market, LLC’s Failure to Comply with Regulations could Adversely Affect its Business by Increasing the Costs and Exposure to Litigation, Affecting its Reputation and making its Business Less Profitable

Alternative Securities Market, LLC’s Broker-Dealer Business is subject to extensive U.S. Regulation and Supervision. The securities industry in the United States is subject to extensive regulation under both Federal and State Laws. The Alternative Securities Market, LLC is:

·         A Member of Financial Industry Regulatory Authority, Inc. (“FINRA”)

·         The Exclusive Broker-Dealer for the Primary Market of the Alternative Securities Market, and a “Preferred” Broker-Dealer for the Alternative Securities Market’s Secondary Market (“resale market”).

Much of the regulation of Broker-Dealers has be delegated to Self-Regulatory Organizations (“SROs”), namely FINRA and the Municipal Securities Rulemaking Board (“MSRB”). The primary regulator for Alternative Securities Market, LLC is FINRA.

The United States Securities and Exchange Commission (“SEC”), FINRA and other U.S. Governmental or Regulatory Authorities continuously review legislative and regulatory initiatives and may adopt new or revised laws and regulations. There can also be no assurance that other federal or state agencies will not attempt to further regulate Alternative Securities Market, LLC business. These legislative and regulatory initiatives may affect the way in which Alternative Securities Market, LLC conducts its business and may make its business model less profitable.

Alternative Securities Market, LLC’s ability to conduct business in the jurisdictions in which it currently operates, and plans to operate in the future, depends on its compliance with the laws, rules and regulations promulgated by Federal Regulatory Bodies and the Regulatory Authorities in each of these jurisdictions. Alternative Securities Market, LLC’s ability to comply with all applicable laws, rules, and regulations is largely dependent on its establishment and maintenance of compliance, audit and reporting systems and procedures, as well as its ability to attract and retain qualified compliance, audit and risk management personnel. While Alternative Securities Market has adopted policies and procedures pre-operations that are reasonably designed to comply with all applicable laws, rules and regulations, these systems and procedures may not be fully effective, and there can be no assurance that Regulators or third parties will not raise material issues with respect to Alternative Securities Market, LLC’s, or Alternative Securities Market, LLC’s Management’s, past or future compliance with applicable regulations.

Alternative Securities Market, LLC’s potential profitability could also be affected by rules and regulations that impact the business and financial communities generally and, in particular, our securities brokers’ clients, including changes to the laws governing taxation, electronic commerce, privacy and data protection. Failure to comply with new rules and regulations, including, but not limited to, rules and regulations that may arise pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act that continue to be introduced, could subject Alternative Securities Market, LLC to regulatory actions or litigation, and it could have a material adverse effect on Alternative Securities Market, LLC business, results of operations, cash flows or financial condition.

Alternative Securities Market, LLC is subject to Various Regulatory Capital Requirements, which, if not Complied With, could Result in the Restriction of the Ongoing Conduct, Growth, or Even Liquidation of Parts of Alternative Securities Market, LLC’s Business

The SEC, FINRA and other Regulatory Bodies have extensive rules and regulations with respect to capital requirements. As a Registered Broker-Dealer, Alternative Securities Market, LLC is subject to Rule 15c3-1 (“Uniform Net Capital Rule”) under the Securities Act of 1934, as amended (the “Exchange Act”), and related Self Regulatory Organization requirements. The Uniform Net Capital specifies minimum capital requirements that are intended to ensure the general soundness and liquidity of Broker-Dealers. Alternative Securities Market, LLC’s ability to withdraw capital may be restricted due to “Net Capital Requirements”, which in turn could limit Alternative Securities Market, LLC’s ability to repay debt or redeem FIXED INCOME INVESTMENT CERTIFICATES. A large operating loss or charge against Net Capital could adversely affect Alternative Securities Market, LLC’s ability to expand or even maintain its present levels of business.

Alternative Securities Market, LLC Operates in an Intensely Competitive Industry, which could cause it to Lose Securities Brokers and their Assets, thereby Reducing its Revenues and Net Income

Alternative Securities Market, LLC is subject to competition in all aspects of its business, including competition for securities brokers and their clients, from:

·         Asset Management Firms;

·         Commercial Banks and Thrift Institutions;

·         Insurance Companies;

·         Other Clearing / Custodial Technology Companies; and

·         Brokerage and Investment Banking Firms

RISKS ASSOCIATED WITH INVESTMENT RELATIONSHIP WITH THE ALTERNATIVE SECURITIES MARKETS GROUP – “ALTERNATIVE SECURITIES MARKET EXCHANGE, INC (operator of the “ASMX”)

Alternative Securities Market Exchange, Inc. Relies on Technology in its Business, and Technology and Execution Failures could Subject the Alternative Securities Market, Inc. to losses, litigation and Regulatory Actions

Alternative Securities Market Exchange, Inc. relies on electronic data processing and communications systems. In addition to better serving Alternative Securities Market Advisors and Brokers, the effective use of technology increase efficiency and enables our advisors and brokers to reduce costs. The success of the Alternative Securities Market Exchange will depend, in part, upon:

·         Alternative Securities Market Exchange, Inc’s ability to successfully maintain and upgrade the capabilities of the Alternative Securities Market Exchange;

·         Alternative Securities Market Exchange, Inc’s ability to address the needs of our advisors and brokers, and their clients by using technology to provide products and services that satisfy their demands; and

·         Alternative Securities Market Exchange, Inc’s ability to attract and retain skilled information technology employees

Failure of our Alternative Securities Market Systems, which could result from events beyond our control, or an inability to effectively upgrade the Alternative Securities Market Systems, or implement new technology-driven products or services, could result in financial losses, liability to clients (brokers, advisors and investors), and damage to our reputation.

Alternative Securities Market Exchange, Inc. operations rely on the secure processing, storage and transmission of confidential and other information in Alternative Securities Market Exchange, Inc’s computer systems and networks. Although Alternative Securities Market Exchange, Inc. takes protective measures and continues to continually modify them as circumstances warrant, the Alternative Securities Market Exchange’s computer systems, software and networks are vulnerable to unauthorized access, computer viruses or other malicious code and events that could have a security impact. If one or more of these events occur. This could jeopardize the Alternative Securities Market Exchange, the Alternative Securities Market Exchange, Inc., our brokers, our advisors, the Alternative Securities Market Exchange’s Investors, our counterparties and/or our third parties’ operations. Alternative Securities Market Exchange, Inc. may be required to expand significant additional resources to modify its protective measures, to investigate and remediate vulnerabilities or other exposures, or to make required modifications, and the Alternative Securities Market Exchange, Inc. may be subject to litigation and financial losses that are either not insured or are not fully covered through any insurance we current, or in the future, may maintain.

Alternative Securities Market Exchange Networks May be Vulnerable to Security Risks

Alternative Securities Market Exchange networks may be vulnerable to unauthorized access, computer viruses and other security problems in the future. The Alternative Securities Market Exchange relies on its advisors and brokers to comply with the Alternative Securities Market Exchange’s policies and procedures to safeguard confidential data. The failure of advisors and brokers to comply with such policies and procedures could result in the loss or wrongful use of their clients’ confidential information or other sensitive information. In addition, even if the Alternative Securities Market Exchange’s advisors and brokers comply with the Alternative Securities Market Exchange policies and procedures, persons who circumvent security measures could wrongfully use Alternative Securities Market Exchange confidential information or a client’s confidential information, or cause interruptions or malfunctions in Alternative Securities Market Exchange operations. Such loss or use could, among other things:

·         Seriously damage the Alternative Securities Market Exchange’s reputation;

·         Allow competitors access to the Alternative Securities Market Exchange’s proprietary business information;

·         Subject the Alternative Securities Market Exchange to liability for a failure to safeguard client data;

·         Result in the termination of relationships with our advisors or brokers;

·         Subject the Alternative Securities Market Exchange to regulatory sanctions or burdens, based on the authority of the SEC to enforce regulations regarding business continuity planning of a stock exchange; and

·         Require significant capital and operating expenditures to investigate and remediate the breach.

Failure to Maintain Technological Capabilities, Flaws in Existing Technology, Difficulties in Upgrading the Alternative Securities Market Exchange Technology Platform or the Introduction of a Competitive Platform could have a Material Adverse Effect on the Alternative Securities Market Exchange’s Business

The Alternative Securities Market Exchange depends on highly specialized and, in many cases, proprietary technology to support its business functions, including among others:

·         Securities Trading and Custody;

·         Investor Account Management;

·         Issuer Securities Portfolio Management;

·         Customer Service;

·         Accounting and Internal Financial Processes and Controls; and

·         Regulatory Compliance and Reporting

In addition, the Alternative Securities Market Exchange’s success depends on its ability to effectively adopt new or adapt existing technologies to meet client, industry and regulatory demands of an operating stock exchange. The Alternative Securities Market Exchange might be required to make significant capital expenditures to maintain competitive technology. The emergence of new industry standards and practices could render the then Alternative Securities Market Exchange systems obsolete or uncompetitive. Any upgrades or expansions may require significant expenditures of funds and may also cause the Alternative Securities Market Exchange to suffer systems degradations, outages and failures. There cannot be any assurance that the Alternative Securities Market Exchange will have sufficient funds to adequately update and expand its networks, nor can there be any assurance that any upgrade or expansion attempts will be successful and accepted by new, or current, brokers and advisors. If the Alternative Securities Market Exchange’s technology systems were to fail and the Alternative Securities Market Exchange was unable to recover in a timely way, the Alternative Securities Market Exchange would be unable to fulfill critical business functions, which could lead to a loss of advisors and brokers, and could harm the Alternative Securities Market Exchange’s reputation. A technological breakdown could also interfere with the Alternative Securities Market Exchange’s ability to comply with financial reporting and other regulatory requirements, exposing the Alternative Securities Market Exchange to disciplinary action and to liability to our advisors, brokers, and their clients. There cannot be any assurance that another company will not design a similar platform that affects the Alternative Securities Market Exchange’s competitive advantage.

Inadequacy or Disruption of the Alternative Securities Market Exchange’s Disaster Recovery Plans and Procedures in the event of a catastrophe could Adversely Affect the Alternative Securities Market Exchange’s Business

RISKS ASSOCIATED WITH INVESTMENT RELATIONSHIP WITH THE ALTERNATIVE SECURITIES MARKETS GROUP – “ALTERNATIVE SECURITIES MARKETS GROUPS

“MARKET SEGMENT AND MARKET SEGMENT FUNDS”

The Alternative Securities Markets Group Corporation’s “ASMGMarket Segment Funds” Business Model Depends upon the Development and Maintenance of Strong Referral Relationships with Investment Banking Firms, Professional Services Firms and Private Equity and Venture Capital Firms

If the ASMG Market Segments or Market Segment Funds fail to maintain relationships with key firms, or if the Alternative Securities Market Exchange Market Segments or ASMG Market Funds fail to establish strong referral relationships with other firms or other sources of investment opportunities, the Alternative Securities Market Exchange Market Segment(s) or ASMG Market Segment Funds will not be able to grow their portfolios and achieve their investment objectives, affecting the ability of the ASMG Market Segment Funds to pay the agreed interest or dividend in the time frame agreed, if at all. In addition, persons with whom the Alternative Securities Market Exchange Market Segment(s) or ASMG Market Segment Funds has informal relationships are not obligated to inform the Alternative Securities Market Exchange Market Segment(s) or ASMG Market Segment Funds of investment opportunities and therefore such relationships may not lead to the origination of Alternative Securities Market Exchange Market Segments or ASMG Market Segment Funds portfolio investments.

The ASMGMarket Segment Funds May Not Realize Any Income or Gains from their Equity Investments, and May Not be able to Pay the Investors its Agreed Return or Dividend On-time, if At All

The ASMG Market Segment Funds each intend to invest a substantial portion of each of their portfolio in equity securities, including common stock, convertible preferred securities and debt securities convertible into debt and equity securities of its “Market Segment” portfolio of companies. The ASMG Market Segment Funds may each receive warrants as part of any debt or equity investments. These equity interests each of the ASMG Market Segment Funds acquire may not appreciate in value and, in fact, may decline in value if the portfolio company fails to perform financially or achieve its growth objectives. Each of the ASMG Market Segment Funds will generally have little, if any, control over the timing of any gains it may realize from its equity investments since the securities of each of the ASMG Market Segment Funds portfolio companies may have restrictions on their transfer or may not have an active trading market.

Equity Investments also have experienced significantly more volatility in their returns and may underperform relative to fixed-income securities during certain periods. An adverse event, such as an unfavorable earnings report, may depress the value. Also, prices of equity investments are sensitive to general movements in the stock market and a drop in the stock market may depress the price of common stock investments to which each of the ASMG Market Segment Funds have exposure. Equity prices fluctuate for several reasons including changes in the investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting the issuers occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase.

Since each of the ASMG Market Segment Funds each intend to invest principally in equity securities, including common stock, convertible preferred securities and debt securities convertible into equity securities, of primarily micro-cap companies, each of the ASMG Market Segment Funds primary emphasis will be to generate capital gains through each of their equity investments in portfolio companies. Accordingly, although each of the ASMG Market Segment Funds expect to receive current income in the form of interest payments on its convertible debt investments and dividend payments on its convertible preferred equity investments, a substantial portion of each of the ASMG Market Segment Funds income will likely be from the capital gains generated from the sale of its equity investments, the timing of which the ASMG Market Segment Funds Managers cannot predict. Each of the ASMG Market Segment Funds do not expect to generate capital gains from the sale of its portfolio investments on a level or uniform basis from quarter to quarter.

Accordingly, each of the ASMG Market Segment Funds may not be able to realize gains from its equity interests, and any gains that a Alternative Securities Markets Group Corporation’s Market Segment Fund does realize on the disposition of any equity interests may not be sufficient to offset any other losses that any Alternative Securities Markets Group Corporation’s Market Segment Fund experiences. Furthermore, due to the expected growth of each of the ASMG Market Segment Funds portfolio companies, each of the ASMG Market Segment Funds do not generally expect to receive dividend income from its common stock investments. In the case of cumulative preferred stock, there is no assurance that any dividends will ever be paid by a portfolio company.

Each of the ASMGMarket Segment Funds expects to Concentrate its holdings in Micro-Cap Companies, which are Subject to Many Risks, including Periodic Downturns

Each of the ASMG Market Segment Funds expects to concentrate its holdings in what the Alternative Securities Markets Group Corporation’s Market Segment Fund believes are “public ready” micro-cap companies. Under negative economic conditions, this could cause an Alternative Securities Markets Group Corporation’s Market Segment Fund’s investment performance to be worse than business development companies with no such concentration. Each of the ASMG Market Segment Funds may avoid acquiring certain securities in certain micro-cap companies when it is otherwise advantageous to purchase those securities or may sell certain securities of micro-cap companies when it is otherwise advantageous to hold those securities. In general, each of the ASMG Market Segment Funds focus on micro-cap companies may affect its exposure to certain market segments, which may affect the Alternative Securities Markets Group Corporation’s Market Segment Fund financial performance — positively or negatively — and further affecting the Alternative Securities Markets Group Corporation’s Market Segment Fund’s ability to make dividend or promised returns to Investors, on-time, or if at all - depending on whether these segments are in or out of favor.

The revenues, income (or losses) and valuations of micro-cap companies, can and often do fluctuate suddenly and dramatically. There is no assurance that decreases in market capitalizations will not occur, or that any decreases in valuations will be insubstantial or temporary in nature. Also, each of the ASMG Market Segment Funds portfolio companies may face considerably more risk of loss and may not have the same returns as companies in other industry sectors due to their growth nature.

Even if the ASMG Market Segment Funds portfolio companies are successful in becoming publicly-traded companies, there is no assurance that they will be able to achieve their projected revenue and earnings targets or effectively maintain their status as public reporting companies. In such case, there may be little or no demand for the securities of an ASMG Market Segment Funds portfolio company(s) in the public markets, the Alternative Securities Markets Group Corporation’s Market Segment Fund may have difficulty disposing of its investments, and the value of the Alternative Securities Markets Group Corporation’s Market Segment Fund investments may decline substantially, each of which could affect the Alternative Securities Markets Group Corporation’s Market Segment Fund’s ability to pay agreed upon returns or dividends to Investors, on-time, if at all.

The Value of the ASMGMarket Segment Funds Portfolios of Securities May Not have a Readily Available Market Price and, in such case, each of the ASMGMarket Segment Funds will Value these Securities at Fair Value as Determined in Good Faith by each of the ASMGMarket Segment Funds Managing Member, which Valuation is Inherently Subjective and May Not Reflect what the Company may Actually Realize for the Sale of the Investment

Even if the Equity Securities of any of the ASMGMarket Segment Funds Public Portfolio Companies may be Sold in the Public Markets, each of the ASMGMarket Segment Funds expects these Securities will Initially be Thinly Traded and, as a Result, the Lack of Liquidity in the Alternative Securities Markets Group Corporation’s Market Segment Fund’s Holdings may Adversely Affect the Alternative Securities Markets Group Corporation’s Market Segment Fund’s Business, and will Delay Distributions of Gains, if any

While each of the ASMG Market Segment Funds holdings will typically be in private companies, each of the ASMG Market Segment Funds expect that, as part of each of the Alternative Securities Markets Group Corporation’s Market Segment Fund’s investment process, these companies will become public reporting companies with their common stock typically being initially quoted on the OTC Market (OTCQB or OTCQX). Each of the ASMG Market Segment Funds do not expect the preferred equity of its portfolio companies to be listed or quoted on an exchange or quotation system. Each of the ASMG Market Segment Funds do not expect the common stock in its public portfolio companies to initially have an active secondary trading market and, as such, these securities will be illiquid until an active market develops. Each of the ASMG Market Segment Funds believe that typically this liquidity will develop in conjunction with a NASDAQ Capital Market listing, which each of the ASMG Market Segment Funds do not expect to occur until eighteen to twenty-four months after the initial investment and listing on the Alternative Securities Market (www.ASMX.Co and/or www.AlternativeSecuritiesMarket.com) is completed, if at all. Each of the ASMG Market Segment Funds convertible preferred stock instruments will generally provide for conversion upon the portfolio companies’ achievement of certain milestone events, including a NASDAQ Capital Market listing for their common stock. However, there can be no assurance that any of the ASMG Market Segment Funds portfolio companies will obtain either an OTC Market or NASDAQ Capital Market listing or, even if a listing is obtained, that an active trading market will ever develop in the securities of any of the ASMG Market Segment Funds publicly traded portfolio companies.

Each of the ASMG Market Segment Funds expects substantially all of the common stock the Company acquires in a portfolio company will be “restricted securities” within the meaning of Rule 144 under the Securities Act (“Rule 144”). As restricted securities, these shares may be resold only pursuant to an effective registration statement under the Securities Act or pursuant to the requirements of Rule 144 or other applicable exemption from registration under the Securities Act, and in accordance with any applicable state securities laws. Typically, an Alternative Securities Markets Group Corporation’s Market Segment Fund will seek to obtain registration rights in connection with its acquisition of equity securities in a portfolio company. As such, the portfolio company will generally be required to file a resale registration statement under the Securities Act to register for resale the shares of common stock the Alternative Securities Markets Group Corporation’s Market Segment Fund has acquired. Notwithstanding such registration rights, the Alternative Securities Markets Group Corporation’s Market Segment Fund will be largely unable to control the timing of completion of any such registration process given external factors beyond the Alternative Securities Markets Group Corporation’s Market Segment Fund’s control. Even if a resale registration statement is declared effective, there can be no assurances that the occurrence of subsequent events may not preclude a portfolio company’s ability to maintain the effectiveness of such registration statement. Any of the foregoing items could have adverse effects on the liquidity of an Alternative Securities Markets Group Corporation’s Market Segment Fund’s shares of common stock.

In addition, the SEC has developed guidelines concerning the use of a resale registration statement to register the securities issued to certain investors in PIPE transactions, where the issuer has a market capitalization of less than $75 million and, in general, does not qualify to file a registration statement on Form S-3 to register its securities. The SEC has indicated its position that these smaller issuers may not be able to rely on Rule 415 under the Securities Act (“Rule 415”), which generally permits the offer and sale of securities by selling shareholders on a continued or delayed basis over a period of time, but instead would require that the issuer offer and sell such securities in a direct or "primary" public offering, at a fixed price, if the facts and circumstances are such that the SEC believes the investors seeking to have their shares registered are underwriters and/or affiliates of the issuer. Each of the ASMG Market Segment Funds believe that the SEC in most cases would permit a registration for resale of up to one third of the total number of shares of common stock then currently owned by persons who are not affiliates of such issuer and, in some cases, a larger percentage depending on the facts and circumstances.

In the event that an Alternative Securities Markets Group Corporation’s Market Segment Fund’s portfolio companies are unable to register their common stock for resale under the Securities Act, the Alternative Securities Markets Group Corporation’s Market Segment Fund may be able to resell its common stock investments pursuant to an exemption from the registration requirements under the Securities Act if the Alternative Securities Markets Group Corporation’s Market Segment Fund meets the conditions of Rule 144. Rule 144 currently provides that a non-affiliated person (and who has not been an affiliate during the prior three months) may sell all of his/her/its restricted securities in a reporting company beginning six months after purchase, provided the issuer remains current in its reporting obligations during the next six months. However, an affiliated person may sell his/her/its restricted securities beginning six months after purchase, provided the following conditions are met: (i) the issuer is current in its reporting obligations, (ii) all sales are in brokerage transactions, (iii) a Form 144 is filed, and (iv) during every three months the number of shares sold that does not exceed 1.0% of a company's outstanding common stock.

In some cases, the Alternative Securities Markets Group Corporation’s Market Segment Fund may be deemed an affiliate of its portfolio companies based on the Alternative Securities Markets Group Corporation’s Market Segment Fund’s level of stock ownership or the Alternative Securities Markets Group Corporation’s Market Segment Fund’s ability to influence control over its portfolio company. As such, in the absence of an effective registration statement for the Alternative Securities Markets Group Corporation’s Market Segment Fund’s shares, the Alternative Securities Markets Group Corporation’s Market Segment Fund may be limited in the number of shares it may be able to sell in any three months period under Rule 144. This illiquidity may make it difficult for the ASMG Market Segment Funds to sell such investments if the need arises. Also, if the Alternative Securities Markets Group Corporation’s Market Segment Fund is required to liquidate all or a portion of its portfolio quickly, the Alternative Securities Markets Group Corporation’s Market Segment Fund may realize significantly less than the value at which it has previously recorded its investments and/or holdings, which may cause the ASMG Market Segment Funds to be unable to make interest or dividend payments to the Investor(s) in the agreed to timeline, if even at all.

Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received by the ASMG Market Segment Funds in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.

A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to a registration statement, may have a depressive effect upon the price of the common stock of the ASMG Market Segment Funds portfolio companies in any market that may develop.

Because each of the ASMGMarket Segment Funds likely will Not Hold Controlling Equity Interests in its Portfolio Companies, the ASMGMarket Segment Funds may not be in a Position to Exercise Control Over Such Portfolio Companies or to Prevent  Decisions by Management of such Portfolio Companies that Could Decrease the Value of the Alternative Securities Markets Group Corporation’s Market Segment Fund’s Holdings in the Portfolio Company

Each of the Alternative Securities Markets Group Corporation’s Market Segment Fund’s equity holdings will typically be non-controlling, meaning the Alternative Securities Markets Group Corporation’s Market Segment Fund will not be in a position to control the management, operation and strategic decision-making of the companies the Alternative Securities Markets Group Corporation’s Market Segment Fund has holdings in. As a result, each of the ASMG Market Segment Funds will be subject to the risk that a portfolio company it does not control, or in which the Alternative Securities Markets Group Corporation’s Market Segment Fund does not have a majority ownership position, may make business decisions with which the Alternative Securities Markets Group Corporation’s Market Segment Fund disagrees, and the stockholders and management of such a portfolio company may take risks or otherwise act in ways that are adverse to the Alternative Securities Markets Group Corporation’s Market Segment Fund’s interests. Due to the lack of liquidity for the debt and equity holdings that each of the ASMG Market Segment Funds will typically hold in its portfolio companies, the Alternative Securities Markets Group Corporation’s Market Segment Fund may not be able to dispose of its holdings in the event that the Alternative Securities Markets Group Corporation’s Market Segment Fund disagrees with the actions of a portfolio company, and may therefore suffer a decrease in the value of the Alternative Securities Markets Group Corporation’s Market Segment Fund’s holdings.

This Offering Circular relates to the offering (the “Offering”) of up to 200,000 FIXED INCOME INVESTMENT CERTIFICATES (the “Fixed Income Investment Certificates”) of Alternative Securities Markets Group Corporation. The Fixed Income Investment Certificates offered through this Offering have no voting rights and are not convertible to common stock sharesof the Company. The Offering will commence promptly after the date of this Offering Circular and will close upon the earlier of (1) the sale of 200,000 FIXED INCOME INVESTMENT CERTIFICATES, (2) One Year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by the Company’s Chief Executive Officer(the “Offering Period”).

The Offering is on a “Best Efforts” basis and is being offered directly by the Company’s Chief Executive Officer, Mr. Weslie W. Johnson; the Company’s Chief Operations Officer, Mr. Rich Moniak; the Company’s President of Investment Banking, Mr. David Dobkin; and the Company’s President of Asset Management, Mr. Koorosh Rahimi.  There are no plans to stabilize the market for the FIXED INCOME INVESTMENT CERTIFICATES to be offered. Investors can purchaseFIXED INCOME INVESTMENT CERTIFICATES by completing a Subscription Agreementat one of the four websites detailed below, or by mailing a completed Subscription Agreement with the proper amount directly to the Company. FIXED INCOME INVESTMENT CERTIFICATES can be purchased by check, money order, or bank wire transfer. Investors should call the Company for bank wire transfer instructions should they choose that method of payment for FIXED INCOME INVESTMENT CERTIFICATES.

If an underwriter is selected to assist in this offering, the Company will be required to amend the Form 1-A to include the disclosures required regarding engaging an underwriter to assist in the offering.

The Company will use fourwebsites, each as an online portal and information management tool in connection with the Offering. The Websites are each owned and operated by Alternative Securities Markets Group Corporation, the parent Corporation of the Company, can be viewed at:

·         http://www.AlternativeSecuritiesMarket.com:

·         http://www.ASMGCorp.com;

·         http://www.ASMX.Co; and

·         http://www.FixedIncomeMortgage.com

This Offering Circular will be furnished to prospective Investors upon their request via electronic PDF format and will be available for viewing and download 24 hours per day, 7 days per week on the website.

In order to subscribe to purchase the FIXED INCOME INVESTMENT CERTIFICATES, a prospective Investor must complete, sign and deliver the executed Subscription Agreement, Investor Questionnaire and Form W-9 to Alternative Securities Markets Group Corporation. And wire funds for its subscription amount in accordance with the instructions included in the Subscription Package.

The Investing Section of the Website Hosting this Offering will be coded to only allow access to invest to those prospective Investors that reside in jurisdictions where the Offering is registered and meet any state-specific Investor suitability standards.

The Company reserves the right to reject any Investor’s subscription in whole or in part for any reason. If the Offering terminates or if any prospective Investor’s subscription is rejected, all funds received from such Investors will be returned without interest or deduction.

ITEM 5. USE OF PROCEEDS TO ISSUER

The Company seeks to raise maximum gross proceeds of $20,000,000 from the sale of FIXED INCOME INVESTMENT CERTIFICATES in this Offering.  The Company intends to apply these proceeds substantially as set forth herein, subject only to reallocation by Company Management in the best interests of the Company.

Use of Investment Funds Schedule:

USE OF INVESTMENT FUNDS

PAYROLL

DOLLAR TOTAL

PERCENTAGE TOTAL

Cost of Offering

$112,500

.5625%

Office Rents (Marina Del Rey / $6,000 per Month)

$72,000

.3600%

Office Rents (First Retail Loc / $16,000 per Month)

$192,000

.9600%

Staff Accountant

$75,000

.3750%

First Year Third Party Legal

$250,000

1.250%

Marketing, Advertising & PR

$2,500,000

12.50%

One Year Salary / Mr. Johnson (CEO)

$75,000

.6250%

One Year Salary / Mr. Moniak (COO)

$75,000

.6250%

One Year Salary / Mr. Muehler (CFO & Compliance)

$75,000

.6250%

One Year Salary / Mr. Rahimi (Vice President of U.S. Operations)

$75,000

.3750%

One Year Salary / Mr. Dobkin (Vice President of International Operations)

$75,000

.3750%

One Year Salary Draw / New RIA (#1)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#2)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#3)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#4)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#5)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#6)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#7)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#8)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#9)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#10)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#11)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#12)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#13)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#14)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#15)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#16)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#17)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#18)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#19)

(recoverable in 2nd Year)

$45,000

.2250%

One Year Salary Draw / New RIA (#20)

(recoverable in 2nd Year)

$45,000

.2250%

Operations Costs (Paper, Mailings, Printers, Phones, Computers, Furniture, Insurance, Mail, etc).

$1,023,500

5.11%

Investing Activities

$17,000,000

85.000%

Should the full investment offering not be fully subscribed, the total funds raised will be distributed as determined by the Company’s Chief Executive Officer in a manner that the Chief Executive Officer finds to be in the best interest of both the Company and in the best interest of the Certificate Holders.

REMAINDER OF PAGE LEFT BLANK INTENTIONALLY

Investment Advisory Services of the Alternative Securities Markets Group Corporation:

Alternative Securities Markets Group Corporation (“the Firm” or “the Adviser”) provides both “Traditional Investment Advisory” and “Alternative Securities Investment” Investment Advisory Services to Investor Clients and Issuer Clients; as well as Financial Planning for Investor Clients. Alternative Securities Markets Group Corporation works on a contractual basis with all clients to clearly outline the mutually agreed upon services to be offered.

The Firm first conducts an interview with a prospective Investor and Issuer Client, in some cases using a standard questionnaire, to assist in determining a client’s needs, goals and general risk tolerance.

If an Investor Client wishes to engage the Firm / Adviser for Investment Advisory Services for Alternative Securities Investment Advisory and/or for Financial Planning Services, a services agreement will be executed by both parties that clearly outlines the mutually agreed upon Financial Advisory Services to be offered. The Agreement must be determine what risk tolerance the client is able to withstand. The level of risk a client agrees to will primarily dictate which portfolio of traditional investment securities, and / or what market segment of the Alternative Securities Market the Adviser will advise the client about. In addition to the risk profile, clients may also be provided an investment policy statement which further confirms the agreed upon allocation and outlines the roles each party will play. The Firm at this time will not be establishing any types of discretionary or non-discretionary accounts for any clients, though the Company is currently in the process of establishing an operating procedure for the inclusion of both non-discretional and discretionary Investor Accounts. Unless the services are clearly outlined in the signed agreement, the Firm / Adviser cannot be held responsible nor be expected to offer advice or input on anything outside the scope of the agreement. The Firm / Adviser is not a law firm or a CPA Firm. Therefore, we do not offer any tax or legal advice. We strongly recommend the client discuss all aspects of any plan with their CPA or attorney before implementing it. The implementation of any planning discussed with the client it at the sole discretion of the client.

The Alternative Securities Markets Group Corporation’s Financial Advisory Service to Investor Clients and Issuer Clients will be solely in regards to the following types of Securities:

§  Exchange Listed Securities

§  Municipal Securities

§  Variable Life Insurance

§  Variable Annuities

§  Mutual Fund Shares

§  U.S Government Securities

§  Options Contracts

§  Private Corporate Debt Securities

§  Regulation D Securities

§  Regulation A Securities

§  Certain Intra-State Exempt Securities

§  Oil and Gas Interests

§  Certain Real Estate Investments

§  Certain over-the-counter securities

§  Foreign Issuers

§  Fixed Income Investment Certificates of Deposit

§  Private Placements

§  Mortgage Loans

§  Life Settlement

As Investment clients make investments from their own accounts at their own direction, and that the Alternative Securities Markets Group Corporation is not a manager of accounts (no fiduciary controls), there is no restrictions that need to be imposed. As stated in the Alternative Securities Markets Group Brochure, the Alternative Securities Markets Group Corporation is moving towards offering both “discretionary” and “non-discretional” accounts to Investors, and accordingly, when the Firm chooses to make this change, this section of the Alternative Securities Markets Group Corporation’s Brochure will be updated, and an updated copy will be mailed to all Client’s of the Alternative Securities Markets Group Corporation.

Alternative Securities Markets Group Corporation’s Sources of Revenue:

The Alternative Securities Markets Group Corporation’s revenues are derived primarily from fees and commissions from products and advisory services offered by Alternative Securities Markets Group Corporation’s Registered Investment Advisors to their Issuer Clients for Underwriting Services and to Investment Clients for Investment Advisory and Asset Management Services.

The Alternative Securities Markets Group Corporation’s fees are based on either a percentage of assets under management, hourly charges, or fixed fees for comprehensive financial plans.

Financial planning fees are negotiable. Investment Management fees are only negotiable when out of state travel is involved. Upon engagement of the Alternative Securities Markets Group Corporation’s services, Alternative Securities Markets Group Corporation Clients receive and are asked to sign a “Letter of Agreement” outlining the fee schedule.

An introductory meeting, which may be by telephone or in person, is free of charge and is an exploratory interview to determine to the extent to which of the Alternative Securities Markets Group Corporation’s Financial Planning and Investment Management services may be beneficial to the Client.

Alternative Securities Markets Group Corporation’sComprehensive Financial Planning Services and Fees

A Financial Plan is designed to help the Client with all aspects of Financial Planning.

The Financial Plan may include, but is not limited to: a net worth statement, a cash flow statement; a review of investment accounts including reviewing asset allocation and providing repositioning recommendations, strategic tax planning, a review of insurance policies and recommendations for changes (if necessary), one or more retirement scenarios, estate planning review and recommendations, and education planning with funding recommendations.

Detailed Investment Advice and specific recommendations may be provided as part of a financial plan. Implementation of the recommendations is at the discretion of the Client.

Financial Plans are priced according to the degree of complexity associated with the Client’s situation. The fee for a financial plan is predicated upon the facts known at the start of the engagement. The typical fee range is $3,000 to $6,000. Since Financial Planning is a discovery process, situations occur wherein the Client is unaware of certain financial exposures or predicaments. In the event that the Client’s situation is substantially different than disclosed at the onset of the engagement, a revised fee will be provided for mutual agreement. The Client must approve the change of scope in advance of the additional work being performed when a fee increase is necessary.

Fees for Financial Plans are billed upon delivery of the Financial Plan.

After delivery of a Financial Plan, Clients can continue to engage the Alternative Securities Markets Group Corporation on an hourly basis at the rate of $200 per hour or for a fixed fee.

Alternative Securities Financial Review or Consultation (Investors)

For client’s desiring on a Financial Review or Consultation about a portfolio of Alternative Securities, or a Consultation about a potential purchase of Alternative Securities, the Firm charges a maximum charge of $200 per hour, charged in six minute increments. A qualified Principal of the Alternative Securities Markets Group Corporation has the ability to authorize a lower hourly fee.

Offering of Alternative Securities (Issuer)

For Alternative Securities Market Issuers, the Alternative Securities Markets Group Corporation is the EXCLUSIVE UNDERWRITER for Issuers on the Alternative Securities Market’s Primary Market. In lieu of accepting cash for underwriting services rendered, the Alternative Securities Markets Group Corporation becomes a 3-10% fully diluted equity partner in each Company that lists its securities on the Alternative Securities Market.

Investment Management Services and Fees

The Alternative Securities Markets Group Corporation requires all of its Clients to sign an “Investment Advisory Agreement” outlining all aspects of Investment Management Services and Fees.

The Goals and Objectives for each Client’s Investment Portfolio are identified and documented through the use of an “Investment Policy Statement”. Investment Policy Statements are periodically reviewed with the Client and updated.

Investment Clients receive quarterly performance reports, billing summaries and the Alternative Securities Markets Group’s Quarterly Newsletter. In addition, Clients receive monthly statements.

The Alternative Securities Markets Group Corporation’s provide portfolio review and rebalancing, as needed, for the assets held under advisement on a no less than semi-annual basis.

The Alternative Securities Markets Group Corporation’s fee schedule for Client Investment Management services for Clients under management after 1/1/2015 is a tiered schedule as follows:

Account Balance:                                  Annual Fee as a % of Assets:

$0 to $300,000                                                                        1.50%

$300,001 to $600,000                                                             1.25%

$600,001 to $1,000,000                                                          1.00%

$1,000,000 to $3,000,000                                                       0.95%

                $3,000,001 and above                                                             0.85%

Family Accounts may be grouped when considering account size for fee. Investment Management Fees are billed quarterly, in arrears, meaning that Clients are invoiced after the three-month bill period has ended. The first quarter fees are pro-rate, and Clients may cancel their agreement within five days of signing without incurring any fees. Fees are deducted from the Client’s account to facilitate billing. The Client must consent to advance to direct debiting of their investment account.

Business Strategy:

Increase the Number of Registered Financial Advisors: The Alternative Securities Markets Group Corporation intends to expand its distribution network by recruiting high quality candidates to be Financial Advisors. The Alternative Securities Markets Group Corporation’s current objectives is to have an initial 20-30 “Core” Registered Investment Advisors in place by the end of 2015, and steadily increase this number by a minimum 100% per year, with previous Registered Investment Advisors from previous hiring rounds becoming Trainers, Team Leaders, Managers, Sales Managers, Portfolio Managers, Vice Presidents and Presidents. 

Bridge Income Program:The “Alternative Securities Markets Group Corporation Bridge Income Program”, is a program that will provide newly recruited Alternative Securities Markets Group Corporation’s Registered Investment Advisors with a source of earnings until they can develop the skills and client base necessary to earn a stable income from asset management fees. The Company believes this program, which is currently estimated to provide between $2,500 and $4,000 per month for up to six month to twelve months, will be critical in increasing the number of new “quality” Registered Financial Advisors, improving retention, and increasing average first-year sales production.

Expand Geographic Scope: The Alternative Securities Markets Group Corporation intends to pursue geographic expansion of its sales force. In larger communities, the Alternative Securities Markets Group Corporation intends to begin establishing new division offices within 18-24 months, that will accommodate up to 20 financial advisors, and in smaller communities or suburban areas the Alternative Securities Markets Group Corporation intends to open offices with facilities to accommodate a smaller group of Registered Financial Advisors.

Pursue Strategic Acquisitions and Alliances to Expand Product Offerings and Distribution: The Alternative Securities Markets Group Corporation intends to selectively pursue acquisition and alliances that will add new products or alternative distribution systems. The Alternative Securities Markets Group Corporation believes that it will be better positioned to pursue acquisitions as the only Registered Investment Advisory, Broker Dealer with an SEC Registered Stock Exchange (either as a Nationally Registered Stock Exchange or as a Stock Exchange exempt from registration due to a trade volume exemption). Currently the Alternative Securities Markets Group Corporation intends to distribute its investment products only through its virtually exclusive Registered Financial Advisor sales force. In the future, the Alternative Securities Markets Group Corporation may choose to acquire another Registered Investment Advisory firm to increase its assets, customer base and product distribution possibilities.

Marketing:

The Alternative Securities Markets Group Corporation is the exclusive distributor of the Alternative Securities Markets Group Corporation’s Market Segment Funds (discussed later in this prospectus) and the “Alternative Securities Markets Group Fixed Income Mortgage Funds”, which are all wholly owned subsidiaries of the Alternative Securities Markets Group Corporation.

About the Alternative Securities Markets Group Fixed Income Mortgage Funds:

The Alternative Securities Markets Group Fixed Income Funds focus on acquiring, renovating, leasing and operating residential single-family homes, residential multi-family homes, multi-family apartment homes and small commercial properties. The Alternative Securities Markets Group Corporation intends to become a leader in the small residential and small commercial rental industry by aggregating a geographically diversified portfolio of high quality small residential and small commercial properties, and developing “ASMG Real Estate Management” into a nationally recognized brand that is well-known for quality, value and tenant satisfaction, and is well respected in each community the Company occupies. The objective is to generate attractive, risk-generated returns for each of the Alternative Securities Market Fixed Income Mortgage Funds through long-term lease income and asset appreciation.

Alternative Securities Markets Group Fixed Income Funds intend to use the majority of the net proceeds of each offering, and concurrent private placements, to acquire and renovate small residential and small commercial properties, and to repay any indebtedness that the Alternative Securities Markets Group Fixed Income Fund expects to incur in the future. In addition to single-family and multi-family properties, the Alternative Securities Markets Group Fixed Income Funds also may seek to invest in condominium units, townhouses and real estate-related debt investments, including the acquisition of “performing” and “non-performing” real estate debt notes. Alternative Securities Markets Group Fixed Income Fund investments may be made directly or through investment vehicles with third-party investors. In addition to individual property purchases, the Alternative Securities Markets Group Fixed Income Funds may pursue bulk acquisitions from financial institutions, government agencies and competitors.

Residential Real Estate Operations:

Residential housing is the largest real estate asset class in the United States with a size of approximately $25 Trillion U.S. Dollars, according to Zillow (http://www.zillow.com/blog/value-us-homes-to-top-25-trillion-141142/). Historically, according to the U.S. Census Bureau, approximately one-third of this asset class has been rented and single-family homes currently comprise roughly one-third of all residential rental housing. While a large and growing asset class, single-family rental properties have historically been managed by relatively small-scale, “mom and pop” owner-operators or by a limited number of local and regional property management organizations. More recently, the ownership profile of single-family rental properties has shifted to larger investors and national owner-operators, seeking to efficiently acquire larger numbers of homes at distressed values, generate attractive rental cash flow streams and benefit from any potential home price appreciation.

While many investment firms chose to enter the Real Estate Investment Market during the recession, the Alternative Securities Markets Group Corporation chose to wait until a market recovery was upon us. The Overall cumulative value of all homes in the United States at the end of 2013 was approximately $25.7 Trillion, which is up almost $1.9 Trillion, or 7.9 percent from the end of 2012. Gains were calculated by measuring the difference between cumulative home values as of the end of 2012 and anticipated home values at the end of 2013.

In 2013, the housing market continued to build on the positive momentum that began in 2012. Low mortgage rates and an “improving economy” have helped bring both buyers in to the market, but lenders with extremely tight credit guidelines, are not lending mortgage loans to “qualified buyers” like they have in the past, leaving a “saturated qualified renter market” not seen in years in the United States ready to rent homes from investors.

Residential Real Estate Growth Strategies:

Our primary objective is to generate attractive risk-adjusted returns for the Company and we believe this objective can be achieved by following the below strategies:

·         Secure early-mover advantage and position as a dominant owner / operator of residential properties:Until recently, the residential acquisition and rental market has been extremely fragmented, comprised primarily of private and individual property developers and investors in local markets. Until recently, there have been no large-scale, national market owners / operators in the “acquisition, renovation and rental market” due primarily to the challenge of efficiently scaling acquisition, renovation management and lease management of many individual homes, let alone homes that require remodel or renovation. With an unprecedented opportunity to acquire single-family homes at attractive prices, with a over saturated marketplace of qualified renters that do not qualify to purchase a home due to strict mortgage loan restrictions, we intend to leverage our expertise and experience in rapidly building an institutional-quality, professionally managed business.

·         Employ a robust and disciplined property acquisition process.The Alternative Securities Markets Group Corporation has established the “ASMG Acquisition and Renovation Platform” to acquire high quality residential properties. The ASMG Acquisition and Renovation Platform is designed for in-house full-time personnel to be dedicated to identifying, evaluating, inspecting and acquiring homes throughout the United States. The Alternative Securities Markets Group Fixed Income Funds will primarily acquire properties at foreclosure auctions, through broker sales (primarily multiple listing service, or MLS, and short sales) and through estate sales. The Company may source property acquisition opportunities through portfolio (or bulk) sales from government agencies, financial institutions and competitors.

·         Assemble a geographically diversified portfolio:The Alternative Securities Markets Group Fixed Income Funds will be focusing on acquiring residential properties in selected submarkets, with an emphasis of acquisition of an undervalued property in need of repairs, with an emphasis on achieving critical mass within each target market selected. The Alternative Securities Markets Group Corporation will continually evaluate potential new markets where the Alternative Securities Markets Group Fixed Income Funds may make investments and establish operations as opportunities emerge. The Alternative Securities Markets Group Corporation will select markets based on steady population growth, strong rental demand and a high level of distressed sales of homes that can be acquired below replacement cost, providing for attractive potential yields and capital appreciation.

·         Efficiently manage and operate properties:Building on the experience of the executive team, The Alternative Securities Markets Group Corporation will utilize a management style that is based off case study of the “self-storage industry”. The Alternative Securities Markets Group Corporation believes the key to efficiently managing a large number of relatively low-cost properties is to strike the appropriate balance between “centralization” and “decentralization”. The Alternative Securities Markets Group Corporation will utilize in-house property management as much as possible for Alternative Securities Markets Group Fixed Income Mortgage Fund properties in as many markets as the Alternative Securities Markets Group Corporation believes it is economical to do so.

·         Establish a nationally recognized brand of quality residential rental properties:The Alternative Securities Markets Group Corporation will strive to establish “ASMG Real Estate Management” as a nationally recognized brand because the Alternative Securities Markets Group Corporation believes that establishing a brand well-known for quality, value and tenant satisfaction will help attract and retain tenants and qualified personnel, as well as support higher rental rates.

Small Commercial Real Estate Operations:

The Alternative Securities Markets Group Corporation’s primary goal for its Commercial Real Estate operation is to deliver a steady stream of high quality, adaptable and productive small commercial work environments for the wide range of industries attracted to the vibrant economic centers throughout the United States.

The Alternative Securities Markets Group Corporation’s plan to increase our asset base annually via acquisition, purchasing a variety of Class C small commercial properties that meet our “post redevelopment” standards for quality, location, amenities and the potential for increased long-term lease and appreciation, all near what we consider to be “cyclically low prices”.

When market conditions support it, the Alternative Securities Markets Group Fixed Income Mortgage Funds will look toward new development, where the Alternative Securities Markets Group Corporation will control the location, design and amenities of the properties the Alternative Securities Markets Group Fixed Income Fund adds to the portfolio. Such control can often produce a more appealing and functional property four tenants and a better outcome for our revenues and growth.

The Alternative Securities Markets Group Corporation will maintain and active, multi-year development program, focusing on economically dynamic locations where anticipated long-term demand is strong, supply is habitually limited and barriers to entry are formidable. Typically this will mean the top coastal submarkets that offer both a vibrant economic backdrop for businesses and a unique quality of life for their employees.

Commercial Real Estate Operations Growth Strategy:

The Alternative Securities Markets Group Fixed Income Mortgage Funds objectives are to maximize cash flow through long-term leases and achieve value added growth through opportunistic acquisitions, development and appreciation. The Alternative Securities Markets Group Corporation believes that opportunities exist to increase cash flow and overall value by: (i) acquiring Class C small commercial properties with the potential for re-development to a Class A or Class B small commercial property, where attractive income and value returns are achievable, all in strategic suburban submarkets where such properties complement the Alternative Securities Markets Group Fixed Income Mortgage Fund portfolio; (ii) from contractual increases in base rents from acquired properties; and (iii) by developing properties for the benefit of the Alternative Securities Markets Group Fixed Income Mortgage Fund(s) where such development will result in a favorable risk-adjusted return on investment.

The Alternative Securities Markets Group Corporation believes that a number of factors will enable it to achieve its commercial real estate business objectives, including (i) the opportunity to lease small commercial real estate at attractive rates due to an increased demand and the present lack of new construction for small commercial real estate in most submarkets throughout the United States; (ii) the presence of distressed sellers and inadvertent owners (through foreclosure or otherwise) of small commercial properties; (iii) quality and location of the properties; and (iv) the limited availability to competitors of capital for financing development, acquisitions or capital improvements. Management believes that the Alternative Securities Markets Group Fixed Income Mortgage Funds will be well positioned to exploit existing opportunities because of its extensive experience, and the Alternative Securities Markets Group Corporation’s seasoned management team.

Acquisition Strategies: The Alternative Securities Markets Group Fixed Income Mortgage Funds will seek to increase each of their cash flows and shareholder value by acquiring Class C small commercial real estate properties for development or redevelopment, that: (i) have the potential to provide attractive yields with significant potential for growth in cash flow from property operations and value growth through appreciation, (ii) are strategically located, in high quality and have the ability to be competitive in their respective submarkets; (iii) are located in submarkets where the demand for Class A and Class B small commercial real estate space exceeds available supply; or (iv) are existing Class A or Class B small commercial real estate properties that have been under-managed or are otherwise capable of improved performance through intensive management and leasing that will result in increased occupancy and rental revenues. 

Commercial Real Estate Classes:

Class A:The highest-quality on the market is considered Class A. These spaces are generally newly constructed or renovated, and have been outfitted with “top-of-the-line” fixtures, amenities and systems. Class A buildings are usually aesthetically pleasing, as they reside in high-visibility locations, such as a metropolitan’s central business district. These spaces are normally maintained by reputable property management companies that keep them looking impeccable. 

Class A rates are typically higher than the city’s average rent, and tenants’ concessions are rare. This is because premier Class A space is competitively sought-after by some of the most well-known and largest firms in the country. These spaces are popular among banking, real estate and law firms.

Class B:The “average office space”. These buildings don’t usually contain the same high-quality fixtures, architecture and lobbies as Class A space, but they are generally nice buildings with fully functional facilities.

Their locations, building systems and property managers are described as average to above average. Therefore, Class B space tends to command average market rent. The majority of Class B buildings are less than four stories tall, and are often found in the suburbs of on the outskirts of large financial districts.

Another consideration that separates Class A and B buildings is age. Many Class B buildings are a little older, and may be experiencing minimal deterioration or breakdown. Some buildings start out with a Class A grade, but are downgraded after ten years or so once signs of wear and tear become apparent.

Class C:These are the poorest quality structures on the market. They tend to be located in the least desirable areas of town, and are usually in need of major repairs and renovations. This likely to be due to the building’s age, as Class C properties are generally more than twenty years old.

Some Class C properties remain occupied, commanding lower rental rates and attracting tenants with smaller operations who cannot afford nicer spaces or who do not need to reside in the central business areas of town. Other Class C buildings are sold as rehabilitation or redevelopment opportunities.

With some improvements and repairs a Class C can be upgraded to a Class B, and in some circumstances, a Class A building status.

REMAINDER OF PAGE LEFT BLANK INTENTIONALLY

THE (ASMX)

“ALTERNATIVE SECURITIES

MARKET EXCHANGE”

RULEBOOK

As filed along with SEC Form 1 and all Exhibits, with the

United States Securities & Exchange Commission on:

August 3rd, 2015

Disclaimer:

The Alternative Securities Market Exchange (the “ASMX”) is entrusted with the authority to preserve and strengthen the quality and public confidence in Alternative Securities and Alternative Investments. The ASMX stands for Integrity and Ethical practices in order to enhance investor confidence in Alternative Securities and Alternative Investments, thereby contributing to the financial health of the overall economy, and supporting the capital formation process. From the ASMX’s Early and Development Stage Companies, to Operating Companies of International Stature, each are recognized as sharing these important traits that we hold true.

The ASMX, therefore has broad discretionary authority over the initial and continued listing and trade of securities on the ASMX in order to maintain the quality, the public confidence in the ASMX, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and to protect investors and the public interest.

TABLE OF CONTENTS

CHAPTER I

ADOPTION,INTERPRETATIONANDAPPLICATIONOFRULES,

AND DEFINITIONS

Rule 1.1.0 – Adoption of Exchange Rules

The following Alternative Securities Market Exchange (the “ASMX”) Rules are adopted pursuant to the Corporation’s Articles of Incorporation (Exhibit A) and the Corporation’s Bylaws (Exhibit B).

Rule 1.2.0 – Interpretation

ASMX Rules shall be interpreted in such a manner to comply with the rules and requirements of the Act and to effectuate the purposes and business of the ASMX, and to require that all practices in connection with the securities business be just, reasonable and not unfairly discriminatory.

Rule 1.3.0 – Applicability

                ASMX Rules shall apply to all Members and persons associated with a Member.

Rule 1.4.0 – Effective Time

All ASMX Rules shall be effective when approved by the Commission in accordance with the Act and the rules and regulations thereunder, except for those Rules that are effective upon filing with the Commission in accordance with the Act and the rules thereunder and except as otherwise specified by the ASMX or provided elsewhere in these Rules.

Rule 1.5.0 – Definitions

Unless the context otherwise requires, for all purposes of these ASMX Rules, terms used in ASMX Rules shall have the meaning assigned in Article I of the Corporations’ Bylaws or as set forth below:

CHAPTER II

MEMBERS OF THE

ALTERNATIVE SECURITIES MARKET EXCHANGE

Rule 2.1.0 – Rights, Privileges and Duties of Alternative Securities Market Exchange Members

Unless otherwise stated in the ASMX Rules each Member of the ASMX shall have the same rights, privileges and duties of any other Member of the ASMX.

Rule 2.2.0 – Obligations of the Members of the Alternative Securities Market Exchange

InadditiontoallotherobligationsimposedbytheASMX,in the Alternative Securities Market Exchange Rules, allMembers of the ASMX,asaconditionofeffectingapprovedsecuritiestransactionsontheASMX’s trading facilities,shallagreetoberegulatedbytheASMXandshallrecognizethattheASMXis obligatedtoundertaketoenforcecompliancewiththeprovisionsoftheAlternative Securities Market ExchangeRules,its CorporateBylaws,  itsinterpretationsandpoliciesandwiththeprovisionsoftheAct, the Exchange Act,  andregulationsthereunder, andthat,subjecttoordersandrulesoftheCommission,theASMXisrequiredtodiscipline MembersandpersonsassociatedwithMembersforviolationsoftheprovisionsoftheAlternative Securities Market Exchange Rules,its Corporate Bylaws,itsinterpretationsandpoliciesandtheAct, the Exchange Act,andregulationsthereunder,by expulsion,suspension,limitationofactivities,functions,andoperations,fines,censure,being suspended or barred from being associated with a Member, or any other fitting sanction.

Rule 2.3.0 – Eligibility to be a Member of the Alternative Securities Market Exchange

                Except as herein after provided, any Member:

·         Any person or entity that fails to demonstrate to the ASMXadequate financial or investment capability, capacity, integrity and security necessary to conduct business on the ASMX; or

·         Any person or entity that is subject to any unsatisfied liens, judgments or unsubordinated credit claims of a material nature, which, in the absence of a reasonable explanation therefore, remain outstanding for more than six months; or

·         Any person or entity that has been subject to any bankruptcy proceedings, receivership or arrangement for the benefit of creditors within the past three years; or

·         Any person or entity in an established pattern of failure to pay just debts or has defaulted, without a reasonable explanation, on any obligation, and has been left unsatisfied for more than six months; or

·         No person or entity shall be admitted as a Member of the ASMXif it is determined by the Investment Coordinator of the ASMXthat the person or entity has engaged, and there is a reasonable likelihood that such person again may engage, in acts or practices inconsistent with just and equitable principles of investing or trading on the ASMX.

No person or entity shall be admitted as a Member of the ASMXunless such person or entity:

·         Each person has completed the appropriate investor suitability questionnaire and supplied copies of the appropriate documents as required; or

·         Each entity has completed the appropriate institutional suitability questionnaire and supplied copies of the appropriate documents as required.

·         Each person or entity must agree to the Alternative Securities Market Exchange’s examination of such person’s or entity’s books and records as required by the ASMX, and to agree to allow the ASMXto verify the accuracy of any information so supplied; and

·         Each person or entity must agree to be regulated by the ASMXand to recognize that the ASMXis obligated to undertake to enforce compliance with the provisions of the Alternative Securities Market Exchange Rules, the Corporation Bylaws, the interpretations and policies of the ASMXand the provisions of the Act and the regulations thereunder.

Rule 2.5.0 – Investment and Financial Proficiency & Professional Examinations

Rule 2.6.0 – Procedures for Applying for Membership to the Alternative Securities Market Exchange

·         Application

Ø  Where to file: A Person or Entity seeking admission to the ASMX must complete the appropriate Investor Suitability Questionnaire as found at http://www.ASMX.CO and/ or http://www.AlternativeSecuritiesMarket.com, or as requested by sending an email to LEGAL@ALTERNATIVESECURITIESMARKET.COM requesting an “Investor Suitability Questionnaire” document be emailed or mailed by U.S. Mail to the requestor, or by calling (800) 366-0908 and requesting an “Investor Suitability Questionnaire” be emailed or mailed by U.S. Mail to the requestor.

The Person or Entity seeking admission to the ASMX must complete the appropriate “Investor Suitability Questionnaire” and return the completed “Investor Suitability Questionnaire” and all required documents to the “Investor Coordinator Division” of the ASMX.

                Online:

                at: http://www.AlternativeSecuritiesMarket.com

                at: http://www.ASMX.CO

By Email:

                Legal@AlternativeSecuritiesMarket.com

                By Mail:

                Alternative Securities Market Exchange, Inc.

                Attn: Investment Coordinators

                4136 Del Rey Avenue

                Marina Del Rey, California 90292

Ø  Decision: After considering an application by an Investor for Membership, the ASMX shall issue a written decision within two business days of receiving a completed “Investor Suitability Questionnaire”, setting forth its findings and conclusions.

Types of Conclusions:

§  “ASMX Qualified Investor” – Able to invest in all Securities open to “ASMX Qualified Investors”. (State Availability Restrictions may apply).

§  “California Qualified Investor” – Able to invest in Securities that are issued only to residents of the State of California pursuant to California Intra-State Exemption 1001.

§  “Application Incomplete” – The Applicant will not be granted Membership or Access to the ASMX, and the Application review is suspended until the time that the application is completed or the required documents are fully submitted to the ASMX for review and consideration.

§  “Application Denied” – Upon review and consideration by the ASMX Investment Coordinator, the Coordinator determines that the Applicant does not meet the standards required for “Accredited Investor”, “ASMX Qualified Investor” or “California Qualified Investor”.

Ø   Appeal: Decisions by the Investment Coordinator may be appealed to the Board of Directors of the ASMX for reconsideration. Requests for Appeals are required to be in writing, and submitted to the ASMX Board of Directors by:

By Email:

                                                Legal@AlternativeSecuritiesMarket.com

                                                By Mail:

                                                Alternative Securities Market Exchange, Inc.

                                                Attn: Appeals

                                                4136 Del Rey Avenue

                                                Marina Del Rey, California 90292

Appeals submitted to the Board of Directors will be reviewed by all members of the ASMX Board of Directors, and a written decision will be issued within 30 days of receipt of the request for Appeal.

Rule 2.7.0 – Revocation of Alternative Securities Market Exchange Membership of a Member

Rule 2.8.0 – Voluntary Termination of Rights as a Member

A Member of the ASMX may voluntarily terminate its rights as a Member only by a written resignation addressed to the ASMX’s Secretary.

By Email:

                                                Legal@AlternativeSecuritiesMarket.com

                                                By Mail:

                                                Alternative Securities Market Exchange, Inc.

                                                Attn: Investment Coordinators

                                                4136 Del Rey Avenue

                                                Marina Del Rey, California 90292

Such resignation shall not take effect until 30 days after all of the following considerations have been satisfied: (i) receipt of such written resignation; (ii) all indebtedness due the ASMX (Alternative Securities Market Exchange, Inc), Alternative Securities Market, LLC or Alternative Securities Markets Group Corporation; (iii) any ASMX investigation or disciplinary action brought against the Member has reached a final disposition; and (iv) any examination of such Member in process is completed and all exceptions noted have been reasonably resolved; provided, however, that the Board of Directors may declare a resignation effective at any time.

Rule 2.9.0 – Dues and Assessments paid by Members

                The ASMX charges no Members any Dues or Assessments.

CHAPTER III

ISSUERS OF THE

ALTERNATIVE SECURITIES MARKET EXCHANGE

Rule 3.1.0 – Rights, Privileges and Duties of Alternative Securities Market Exchange Listed Issuers

Unless otherwise stated in the Alternative Securities Market Exchange Rules, each Listed Issuer of the ASMX shall have the same rights, privileges and duties of any other Issuer of the ASMX.

Rule 3.2.0 – Securities Eligible to be issued by Listed Issuers on the Alternative Securities Market Exchange

·         Regulation A: (Primary Securities Class of the ASMX)

Ø  Issued Securities are open to investment by:

§  Accredited Investors

§  ASMX Qualified Investors

§  California Qualified Investors

Ø  No maximum number of non-accredited Investors

Ø  Only U.S. and Canadian Issuers

Ø  General Solicitation allowed

Ø  All of the securities sold in the Regulation A Offering are freely-tradable securities.

Ø  The current exemption allows eligible issuers the right to claim the exemption and raise up to $50 Million in securities in any 12 month period.

Ø  The exemption is not available to entities that:

§  Have one or more class of securities registered under Section 12 of the 1934 Act or which file reports pursuant to Section 15(d) of the 1934 Act;

§  Are not U.S. or Canadian domiciled issuers;

§  Are investment companies;

§  Are blank check companies;

§  Are blind pools or shell companies, or involved in fractional oil / gas interests;

Ø  An Offering under the current Regulation A can be undertaken using any one of three alternative disclosure formats, but, in each instance and at a minimum, Regulation A requires that the Issuer include financial statements that are reviewed, and if the Issuer has audited financial statements, these must be used and the same must conform to the requirement of Article 2 of Regulation S-X of the 1934 Act.

Ø  An Offering under current Regulation A requires that the issuer file the Regulation A Offering Circular with the Securities and Exchange Commission and with the State Securities Commission in each State where the Offering is to take place.

·         Regulation D / Rule 504: (Allowed only if not eligible for Regulation A)

Ø  For Offerings up to $1,000,000 USD, and do not qualify for Regulation A. If determined by the ASMX that the Issuer is eligible for Regulation A, the Issuer will not be allowed to proceed with a Regulation D / 504 Offering on the ASMX.

Ø  Open to only Accredited Investors (no non-accredited Investors)

Ø  General solicitation allowed

Ø  U.S., Canadian and International Issuers

Ø  All of the securities sold in the Regulation D / Rule 504 Offering are freely-tradable securities.

Ø  The exemption is not available to entities that:

§  Are blank check companies;

§  Are subject to the Exchange Act of 1934

Ø  Must comply with Blue Sky Registration Requirements

·         Regulation D / Rule 506: (Allowed only if not eligible for Regulation A)

Ø  For Offerings of $5,000,001 USD to an unlimited maximum.

Ø  For Offerings up to $1,000,001 to $5,000,000 USD, that do not qualify for Regulation A. If determined by the ASMX that the Issuer is eligible for Regulation A, the Issuer will not be allowed to proceed with a Regulation D / 506 Offering on the ASMX.

Ø  Open to only Accredited Investors (no non-accredited Investors)

Ø  General solicitation allowed

Ø  U.S., Canadian and International Issuers

Ø  All of the securities sold in the Regulation D / Rule 504 Offering are restricted from trade for six to twelve months.

Ø  The exemption is not available to entities that:

§  Are blank check companies;

§  Are subject to the Exchange Act of 1934

Ø  Must comply with Blue Sky Registration Requirements

·         California Intra-State Exempt Offering / Rule 1001: (Allowed only if not eligible for Regulation A, and the Company meets the “80/80/80 test below”)

Ø  SEC Rule 1001 provides an exemption from the registration requirements of the Securities Act for offers and sales of securities in amounts of up to $5 Million USD that satisfy the conditions of Section 25102(n) of the California Corporation Code.

Ø  Open to California Qualified Investors and California Accredited Investors ONLY

Ø  U.S. Companies that have substantial operations in the State of California (“80/80/80 test”)

§  80% of the Issuer’s gross revenue must be derived from operations with the State of California

§  80% of the proceeds of the Offering must be used for business purposes within the State of California

§  At least 80% of the Issuer’s assets must be located within the State of California.

Ø  Securities issued under this exemption can be resold by registration or an applicable exemption from SEC registration.

Rule 3.3.0 - Procedures for Applying for Listing and Trade on the Alternative Securities Market Exchange

·         Application

Ø  Where to file: A Company seeking Issuer Admission to the ASMX must complete the ASMX Listing Application & Agreement as found at http://www.ASMX.CO and/or http://www.AlternativeSecuritiesMarket.com, or as requested by sending an email to LEGAL@ALTERNATIVESECURITIESMARKET.COM requesting an “ASMX Listing Application & Agreement” document be emailed or mailed by U.S. Mail to the requestor, or by calling (800) 366-0908 and requesting an “ASMX Listing Application & Agreement” be emailed or mailed by U.S. Mail to the requestor.

The Company seeking Listed Issuer Admission to the ASMX must complete the appropriate “ASMX Listing Application & Agreement” and return the completed “ASMX Listing Application and Agreement” and all required documents to the “Market Coordinator Division” of the ASMX.

                By Email:

                Legal@AlternativeSecuritiesMarket.com

                By Mail:

                Alternative Securities Market Exchange, Inc.

                Attn: Market Coordinator

                4136 Del Rey Avenue

                Marina Del Rey, California 90292

Ø  Decision: After considering an application by an Issuer for Listing on the ASMX, the ASMX shall issue a written decision within ten business days of receiving a completed “ASMX Listing Application & Agreement”, setting forth its findings and conclusions.

§  “Admitted for Listing and Trade pending qualification” (for Regulation A Only) – Able to issue securities on the ASMX through the Exclusive ASMX Broker Dealer (Alternative Securities Market, LLC) only after SEC Qualification and NASAA State Registration per the “NASAA Coordinated Review and Registration”. Securities are eligible to be purchased by an unlimited number of Accredited and Non-Accredited Investors in the States in which the Securities are registered for sale.

§  “Admitted for Listing and Trade pending SEC Registration” (for Regulation D Only) – Able to issue securities on the ASMX through the ASMX Exclusive Broker-Dealer (Alternative Securities Market, LLC) only after SEC Filing of a Form D and Blue Sky Registration in each State for which Securities will be offered to Accredited Investors. Securities are eligible to be purchased ONLY by Accredited Investors in the States in which the Securities are registered for sale.

§  “Admitted for Listing and Trade pending California Registration” (for California 1001 Intra-State Offerings Only) – Able to issue securities on the ASMX through the ASMX exclusive Broker-Dealer (Alternative Securities Market, LLC) only after California Filing of California Intra-State Exempt Securities Notices and Registrations. Securities are eligible to be purchased ONLY by California Residents who meet the definition of “California Qualified Investor”. Investors from other States are not allowed under any circumstances.

§  “Application Incomplete” – The Listing Applicant will not be approved or denied as additional information is required for the Market Coordinators to make a decision for listing and trade.

§  “Application Denied” – Upon review and consideration by the ASMX, the Market Coordinator has determined that the Applicant does not meet the standards required for listing and trade on the ASMX.

Ø   Appeal: Decisions by the Market Coordinators may be appealed to the ASMX Board of Directors for re-consideration. Requests for Appeals are required to be in writing, and submitted to the ASMX Board of Directors by:

By Email:

                                                Legal@AlternativeSecuritiesMarket.com

                                                By Mail:

                                                Alternative Securities Market Exchange, Inc.

                                                Attn: Appeals

                                                Marina Del Rey, California 90292

Appeals submitted to the Board of Directors will be reviewed by all members of the Board of Directors, and a decision will be issued within 60 days of receipt of the request for re-consideration.

Rule 3.4.0 – Four Tiers of the Alternative Securities Market Exchange

Upon an Issuer being admitted for Listing and Trade on the ASMX, the ASMX will assign the Issuer to one of the four Alternative Securities Market Exchange’s “Four Tiers”:

                Ownership:

o   95% Investors that are not management of the Alternative Securities Market Group Corporation, Alternative Securities Market Exchange, Inc., Alternative Securities Market, LLC or a Managing Member of any Company listed on the Market Segment.

o   05% Alternative Securities Markets Group Corporation (Initial Fund Manager)

Board of Directors:

·         Initial three seats, Bylaws allow for up to seven seats. Additional seats require 66 1/3 approval of Common Stock Holders

·         Each Board Seat is for three years, with two of the initial three Board Seat holders being subject to early shareholder vote:

o   Seat One: Up for election within 6 months of Fund making first investment.

o   Seat Two: Up for election at the second annual meeting of Shareholders

o   Seat Three: Up for election at the third annual meeting of Shareholders

o   Seat One: Will be up for second election at the fourth annual meeting of Shareholders.

o   Etc.

Investments:

·         All Shareholders hold Common Stock with the Same Rights and Privileges as the other Shareholders.

·         One Vote per Share of Common Stock on all matters presented to the Shareholders for vote.

·         Fund Manager invests the Fund’s monies into Market Segment Companies per direction from the Fund’s Board of Directors.

·         Board of Directors meet quarterly to determine Fund Investments for the quarter, review financial statements for the Fund and Listed Companies in the Market Segment, determine any Dividend Payments to Shareholders, and address any other Business submitted to the Board of Directors for Review.

·         Fund Manager & Board of Directors Compensation:

o   Total of 1.00% of Funds under Management (based on an annual figure. Board Members are paid yearly on the date of the Annual Stockholders Meeting, Fund Manager is paid quarterly):

§  Board Member One: .20%

§  Board Member Two: .20%

§  Board Member Three: .20%

§  Fund Investment Manager: .40%

·         Fund Common Stock is able to be resold after any restrictive periods, or restrictive legends have been removed, on the ASMX’s Secondary Market.

Example:

Ø  ASMX Aviation & Aerospace Market has 50 companies listed for Trade.

Ø  Investors seeking great diversification in Alternative Securities Investments in the Aviation & Aerospace Market may choose to invest in multiple companies listed on the Aviation & Aerospace Market Segment, or may choose to simply make a single investment in the “Alternative Securities Markets Group Aviation & Aerospace Market Fund, LLC”, and that investment will be distributed by the Fund Manager into companies listed on the ASMX Aviation & Aerospace Market, as directed by the Fund’s Board of Directors.

Rule 3.5.0 – Investor Reporting Requirements for continued Listing and Trade on the Alternative Securities Market Exchange

In contrast to securities listed on U.S. Stock Exchanges, securities on the ASMX may trade without being registered with the United States Securities & Exchange Commission (much like the “over-the-counter securities markets”).

In order to help Market Members analyze, value and invest on the ASMX, the ASMX has developed THREE MANDATORY INVESTOR REPORTING REQUIREMENT CATAGORIES for Listed Issuers of the ASMX. On each ASMX Listed Issuer’s Company Page, any Member or Market Professional will see whether the Company is:

·         Full Investor Reporting

·         Limited Investor Reporting

·         Non-Investor Reporting (Only companies listed on the Alternative Securities Markets Group Commercial Mortgage Clearinghouse, Alternative Securities Markets Group Residential Mortgage Clearinghouse and the Alternative Securities Markets Group Life Settlement Market, and are issuing only “asset backed / secured debt notes” are allowed to be “non-Investor reporting”). There are no exceptions to this rule.

Three Alternative Securities Market Exchange Mandatory Investor Reporting Requirement Categories:

                                                By Mail:

                                                Alternative Securities Market Exchange, Inc.

                                                Attn: Delisting

                                                4136 Del Rey Avenue

                                                Marina Del Rey, California 90292

Such Voluntary Delisting Request shall immediately take effect following the receipt of such written Voluntary Delisting Request.

Any Voluntary Delisting Request as a Listed Issuer does not relieve the Issuer from:

·         Any and all indebtedness due the ASMX (Alternative Securities Market Exchange, Inc), Alternative Securities Market, LLC or Alternative Securities Markets Group Corporation;

·         Any ASMX investigation or disciplinary action brought against the Listed Issuer; and

·         Any examination of such Listed Issuer that may be processed.

Rule 3.8.0 – Fees and Charges paid by Listed Issuers

                Initial Listing Application Fee:                                     

·         ASMX Venture Market:                                $2,000

·         ASMX Main Market:                                       $2,000

·         ASMX Global Private Market:                     $1,500

·         ASMX Pooled Funds Market:                      $1,500

Monthly Listed Issuer Fees:

·         ASMX Venture Market

o   Full Investor Reporting:                                $249 per month

o   Limited Investor Reporting:        $249 per month

o   Non-Investor Reporting                               $249 per month

·         ASMX Main Market

o   Full  Investor Reporting:               $449 per month

o   Limited Investor Reporting:        $449 per month

o   Non-Investor Reporting                               $449 per month

·         ASMX Global Private Market

o   Full Investor Reporting:                                $159 per month

o   Limited Investor Reporting:        $159 per month

o   Non-Investor Reporting                               $159 per month

·         ASMX Pooled Funds Market

o   Full Investor Reporting:                $159 per month

Alternative Securities Market Exchange Transaction Fees for all Initial Public Offerings:

·         Market Transaction Costs:                           1/10^th of 1% of all Issuer Sales

CHAPTER IV

RULES OF FAIR PRACTICE

Rule 4.1.0 – Business Conduct of Members and Listed Issuers

All Members & Listed Issuers, in the conduct of their business, shall observe high standard of commercial honor and just and equitable principles of trade.

4.2.0 – Violations Prohibited

No Member, Market Professional or Listed Issuer shall engage in conduct in violation of the Act, the rules or regulations thereunder, the Bylaws, Alternative Securities Market Exchange Rules or any policy or written interpretation of the Bylaws or Alternative Securities Market Exchange Rules, by the Board of Directors or any Committee of the ASMX. Every Member and Listed Issuer shall so supervise persons associated with them as to assure compliance with those requirements.

4.3.0 – Use of Fraudulent Devices

No Member, Market Professional or Listed Issuer shall effect any transaction in, or induce the purchase or sale of, any security by means of any manipulative, deceptive or other fraudulent device or contrivance.

4.4.0 – False Statements

4.5.0 – Advertising Practices

No Member, Market Professional or Listed Issuer shall directly or indirectly, give, permit to be given, or offer to give anything of value to any person for the purpose of influencing or rewarding  the action of such person in connection with the publication or circulation in any newspaper, investment service or similar publication of any matter which has, or is intended to have, an effect upon the market price of any security; provided, that this Rule shall not be construed to apply to a matter which is clearly identifiable as paid advertising.

4.10.0 – Prohibition Against Guarantees

No Member, Market Professional or Listed Issuer shall guarantee, directly or indirectly, a Member against loss in any securities of such Member, Market Professional or Listed Issuer, or in any securities transaction effected by the Member, Market Professional or Listed Issuer.

CHAPTER V

BOOKS AND RECORDS

5.1.0 – Requirements

Each Member, Listed Issuer and Market Professional shall make and keep books, accounts, records, memoranda and correspondence in conformity with Section 17 of the Act and the Rules thereunder, with all other applicable laws and the rules, regulations and statements of policy promulgated thereunder, and with Alternative Securities Market Exchange Rules

5.2.0 – Furnishing of Records

Every Member, Listed Issuer and Market Professional, shall furnish to the ASMX, upon request and in a time and manner required by the ASMX, current copies of any financial information filed with the Commission, as well as any records, files, or financial information pertaining to transactions executed on or through the ASMX. Further, the ASMX shall be allowed access, at any time, to the books and records of any Member, Listed Issuer or Market Professional, in order to obtain or verify information related to transactions executed on or through the ASMX or activities relating to the ASMX.

Consistent with the responsibility of the ASMX and the Commission to provide for timely regulatory investigations, the ASMX has adopted the following general time parameters within which the Members, Listed Issuers and Market Professionals are required to respond to ASMX requests for any Market Data:

First Request …………………………….. Ten Business Days

Second Request ………………………….. Five Business Days

Third Request ……………………...…….. Five Business Days

The second and third request letter will be sent to the Member, Listed Issuer, or the Market Professional via certified mail. Notwithstanding, the parameters listed above, the ASMX reserves the right, in its sole discretion, to require information to be provided more quickly than described above.

5.3.0 – Record of Written Complaints

CHAPTER VI

SUPERVISION

Rule 6.1.0 – Supervisory Procedures

Each Member, Listed Issuer, and Market Professional, shall maintain and enforce all written Alternative Securities Market Exchange Rules and Procedures, as well as properly supervise the activities of any associated persons of the Member, Listed Issuer and/or Market Professional, to assure their compliance with applicable securities laws, rules, regulations and statements of policy promulgated thereunder, with the rules of the Commission, any designated self-regulatory organization, and where appropriate, with the ASMX.

6.2.0 – Responsibilities of Members, Listed Issuers and Market Professionals

Final responsibility for proper supervision shall rest with the Member, Listed Issuer or the Market Professional. Those Members, Listed Issuers and Market Professionals who utilize services of “Associated Persons” shall establish, maintain and enforce written procedures which will enable the Member, Listed Issuer or Market Professional to properly supervise the activities of its Associated Persons. The Member, Listed Issuer, and /or Market Professional is responsible to ensure that their Associated Person acts in full compliance with applicable securities laws, rules, regulations and statements of policy promulgated thereunder, with the rules of the Commission, any designated self-regulatory organization, and where appropriate, with the ASMX.

6.3.0 – Records

6.4.0 – Review of Activities

Each Member, Listed Issuer or Market Professional with Associated Person(s) shall review the activities of each Associated Person, which shall include the periodic examination of any accounts and transactions, to detect, prevent irregularities, and safeguard any non-public information.

CHAPTER VII

TRADING RULES

The ASMXis entrusted with the authority to preserve and strengthen the quality and public confidence in Alternative Securities and Alternative Investments. The ASMXstands for Integrity and Ethical practices in order to enhance investor confidence in Alternative Securities and Alternative Investments, thereby contributing to the financial health of the overall economy, and supporting the capital formation process. From the ASMX’s Early and Development Stage Companies, to Operating Companies of International Stature, each are recognized as sharing these important traits that we hold true.

The ASMX, therefore has broad discretionary authority over the initial and continued listing and trade of securities on the ASMXin order to maintain the quality, the public confidence in the ASMX, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and to protect investors and the public interest.

The ASMXmay use such discretion to deny any application of any Issuer applying for listing for trade, apply additional or more stringent criteria for the initial or continued listing of any securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on the ASMXinadvisable or unwarranted in the opinion of the ASMX, even though the securities meet all enumerated criteria for initial or continued listing on the ASMX..

Rule 7.1.0 – Hours of Trading and Trading Days

7.2.0 – Powers of the Alternative Securities Market Exchange Chief Executive Officer to Halt Trading

The Chief Executive Officer of the ASMXshall have the power to halt or suspend trading in any and all securities traded on the ASMX, to close some or all ASMXfacilities, and to determine the duration of any such halt, suspension, or closing, when he or she deems such action necessary for the maintenance of fair and orderly markets, the protection of Investors, or otherwise in the public’s best interest, including special circumstances such as:

·         Actual or threatened physical danger, sever climatic conditions, civil unrest, terrorism, acts of war, or loss of interruption of facilities utilized by the ASMX, or

·         A request by a Governmental Agency or Official, or

·         A period of mourning or recognition for a person or event.

No such action shall continue longer than a period of two days, or as soon thereafter as a quorum of Board of Directors of the ASMXcan be assembled, unless the Board of Directors of the ASMXapproves the continuation of such suspension.

7.3.0 – Alternative Securities Market Exchange Continuity Plan

The Alternative Securities Market Exchange, Inc., along with the Alternative Securities Market Group Corporation (Parent Company) and Alternative Securities Market, LLC (ASMXBroker-Dealer), each have developed a Business Continuity Plan outlining how each will respond to events that significantly disrupt ASMXbusiness. Since the timing and impact of disasters and disruption is unpredictable, each entity is flexible in responding to actual events as they occur.

Contacting the ASMX– During a significant business disruption, you should be able to contact us as you usually do at (800) 366-0908. Additional contact information for all ASMXProfessionals (clearing firms, transfer agents, brokers, advisors, managers, etc) will be continually posted at www.ASMX.CO  and / or www.AlternativeSecuritiesMarket.com. If unable to contact the ASMX, you should call any of the firms listed for instruction on how they can provide prompt access to funds and securities, enter any orders and process other trade-related cash and security transactions.

Alternative Securities Market Exchange Business Continuity Plan– The ASMX, the Alternative Securities Markets Group Corporation, and the Alternative Securities Market, LLC each plan to quickly recover and resume business operations after a significant business disruption by safeguarding each Firm’s Employees and Property, making a financial and operational assessment, protecting each Firm’s Books and Records, and allowing our Members, Listed Issuers, Market Professionals to transact business. In short, each Firm’s Business Continuity Plan is designed to permit each Firm to resume operations as quickly as possible, subject to the score and severity of the significant business disruption.

Stock Transfer Agents and Clearing Firms associated with the ASMXeach backup records in geographically separate areas from the ASMX. While every emergency situation poses unique problems based on external factors, such as time of day and the severity of the disruption, each Firm has been advised by each of its Market Professionals, that their internal objective is to restore their own operations and be able to complete existing transactions and accept new transactions and payments within a timely manner. Any Member, Listed Issuer and Market Professional’s orders and requests for funds and securities could be delayed during this period.

Varying Disruptions– Significant business disruptions can vary in their scope, whether it affects only the ASMX, a single building housing the ASMX, the business district where the ASMXis located, the City where the ASMXis located, or an entire region. Within each of these areas, the severity of the disruption can vary from minimal to severe. In a disruption to only the ASMXor a building housing the ASMX, ASMXManagement will transfer its operations to a local site when needed and expect to recover and resume ASMXbusiness within one day. In a disruption affecting the Business District where the ASMXis located, or a the city or region, ASMXManagement will transfer operations to a site outside of the affected area, and recover and resume ASMXbusiness within one day. In both cases, the ASMXplans to continue in business and post pertinent information on our websites at www.ASMX.CO and www.AlternativeSecuritiesMarket.com. If the significant business disruption is so severe that it prevents the ASMXfrom remaining in business, the ASMXwill facilitate all Members’, Listed Issuers’ and Market Professionals’ prompt access to their funds and securities as necessary.

7.4.0 – Securities Eligible for Trading

The ASMXhas designated the following securities for Trading on the ASMX.

Ø  Regulation A: (Primary)

§  Issued Securities are open to investment by:

o   Accredited Investors

o   ASMX Qualified Investors

o   California Qualified Investors

§  No maximum number of non-accredited Investors

§  Only U.S. and Canadian Issuers

§  General Solicitation allowed

§  All of the securities sold in the Regulation A Offering are freely-tradable securities.

§  The current exemption allows eligible issuers the right to claim the exemption and raise up to $50 Million in securities in any 12 month period.

§  The exemption is not available to entities that:

o   Have one or more class of securities registered under Section 12 of the 1934 Act or which file reports pursuant to Section 15(d) of the 1934 Act;

o   Are not U.S. or Canadian domiciled issuers;

o   Are investment companies;

o   Are blank check companies;

o   Are blind pools or shell companies, or involved in fractional oil / gas interests;

§  An Offering under the current Regulation A can be undertaken using any one of three alternative disclosure formats, but, in each instance and at a minimum, Regulation A requires that the Issuer include financial statements that are reviewed, and if the Issuer has audited financial statements, these must be used and the same must conform to the requirement of Article 2 of Regulation S-X of the 1934 Act.

§  An Offering under current Regulation A requires that the issuer file the Regulation A Offering Circular with the Securities and Exchange Commission and with the State Securities Commission in each State where the Offering is to take place.

Ø  Regulation D / Rule 504: (Allowed only if not eligible for Regulation A)

§  For Offerings up to $1,000,000 USD, and do not qualify for Regulation A. If determined by the ASMX that the Issuer is eligible for Regulation A, the Issuer will not be allowed to proceed with a Regulation D / 504 Offering on the ASMX.

§  Open to only Accredited Investors (no non-accredited Investors)

§  General solicitation allowed

§  U.S., Canadian and International Issuers

§  All of the securities sold in the Regulation D / Rule 504 Offering are freely-tradable securities.

§  The exemption is not available to entities that:

o   Are blank check companies;

o   Are subject to the Exchange Act of 1934

§  Must comply with Blue Sky Registration Requirements

Ø  Regulation D / Rule 506: (Allowed only if not eligible for Regulation A)

§  For Offerings of $5,000,001 USD to an unlimited maximum.

§  For Offerings up to $1,000,001 to $5,000,000 USD, that do not qualify for Regulation A. If determined by the ASMX that the Issuer is eligible for Regulation A, the Issuer will not be allowed to proceed with a Regulation D / 506 Offering on the ASMX.

§  Open to only Accredited Investors (no non-accredited Investors)

§  General solicitation allowed

§  U.S., Canadian and International Issuers

§  All of the securities sold in the Regulation D / Rule 504 Offering are restricted from trade for six to twelve months.

§  The exemption is not available to entities that:

o   Are blank check companies;

o   Are subject to the Exchange Act of 1934

§  Must comply with Blue Sky Registration Requirements

Ø  California Intra-State Exempt Offering / Rule 1001: (Allowed only if not eligible for Regulation A, and the Company meets the “80/80/80 test below”)

§  Open to California Qualified Investors and California Accredited Investors ONLY

§  Limited General Solicitation

§  U.S. Companies that have substantial operations in the State of California (“80/80/80 test”)

o   80% of the Issuer’s gross revenue must be derived from operations with the State of California

o   80% of the proceeds of the Offering must be used for business purposes within the State of California

o   At least 80% of the Issuer’s assets must be located within the State of California.

§  Securities issued under this exemption can be resold by registration or an applicable exemption from SEC registration.

7.5.0 – Registration of Members, Market Professionals & Associated Persons

Registration of Members and Market Professionals –

o   Access by Application:

·         Each person has completed the appropriate investor suitability questionnaire and supplied copies of the appropriate documents as required; or

·         Each entity has completed the appropriate institutional suitability questionnaire and supplied copies of the appropriate documents as required.

·         Each person or entity must agree to the ASMX’s examination of such person’s or entity’s books and records as required by the ASMX, and to agree to allow the ASMXto verify the accuracy of any information so supplied; and

o   Each person or entity must agree to be regulated by the ASMXand to recognize that the ASMXis obligated to undertake to enforce compliance with the provisions of the Alternative Securities Market Exchange Rules, the Corporation Bylaws, the interpretations and policies of the ASMXand the provisions of the Act and the regulations thereunder.

o   Access Granted without Application:

·         All Members of the Commission or any Governmental or Self-Regulating Organization(s)

·         Banks

·         Insurance Company

·         State & SEC Registered Investment Advisors

·         Registered Investment Companies

·         Small Business Development Company

·         Employee Benefit Plan with $5Million USD

·         Any public reporting Company or Investment Fund with assets greater than $5Million USD.

·         Transfer Agent

·         Clearing Firm

·         Registered Broker-Dealer

7.7.0 – Types of Access to the Alternative Securities Market Exchange

o   General Access – The ASMX Website (http://www.ASMX.CO and/or http://www.AlternativeSecuritiesMarket.com), shall be open for general browsing and reviewing of information to all browsers. No User Name or Passwords required.

o   Limited Listed Issuer Access (Issuer Portal Only – The ASMX Website (http://www.ASMX.CO and/or http://www.AlternativeScuritiesMarket.com), allows for Issuers to have limited access as a “Non-Investing Party” to access information on Subscription Agreements. Limited Listed Issuer Access will have no ability to purchase securities, list Asks, or Bid on Securities.

o   Limited Member Portal Access (Primary & Secondary Market) – The ASMX Website (http://www.ASMX.CO and / or http://www.AlternativeSecuritiesMarket.com), allows Members and Market Professionals “Limited Access to Investor Portals”

Limited Access means that a Member qualified as an “Accredited Investor”, an “ASMX Qualified Investor” or a “California Qualified Investor”, and has been issued the rights to have access to “Bid” or “Subscribe” to any investment that is offered to Accredited Investors, ASMX Qualified Investors, and/or California Qualified Investors.

A Member qualified as an “ASMX Qualified Investor” may only have access to investment opportunities open to ASMX Qualified Investors, and would not have access to investment opportunities limited to Accredited Investors.

NOTE: Some securities, especially those of Listed Issuers, may have state restrictions. Meaning, a security open to investment by ASMX Qualified Investors residing in New York State, many not be available to ASMX Qualified Investors who reside in the State of South Carolina, due to the fact the securities have not been registered for sale in the State of South Carolina. In this instance, the ASMX Qualified Investor from South Carolina would not be allowed to “subscribe” to the Listed Issuer’s securities.

Limited Member Portal Access Types: