Untitled 1

TRANSITION TO NON-SB FORMS – GUIDANCE FOR CURRENT SMALL BUSINESS ISSUERS

Using Forms 10-K and 10-Q as a Smaller Reporting Company

If you currently are reporting as a small business issuer and are using the "SB" forms, you may have questions on what you will need to do differently when you file your first Form 10-K or Form 10-Q or a Form S-1.

Current Small Business Issuers’ Transition to Form 10-K

Current small business issuers will notice few differences when they prepare their first standard Form 10-K to comply with the new rules. A minor difference is that the item requirement numbering is different on the two forms in some instances. For example, the Executive Compensation form item requirement appears as Item 10 of Form 10-KSB, while on Form 10-K Executive Compensation appears as Item 11. The principal

differences these companies may notice on Form 10-K are that current small business issuers will:

no longer be required to state revenues for the most recent fiscal year on the cover page;
no longer be required to state their public float as of a specified date within the past 60 days; instead the public float noted on the cover page of the Form 10-K is calculated as of the last business day of the company’s most recently completed second fiscal quarter;
be able to choose to comply with the smaller reporting company scaled item requirements or larger company item requirements (except Item 404) in Regulation S-K on an item-by-item basis;
be required to check a box on the cover page of the filing indicating their status as smaller reporting company; and
if they are a Canadian small business issuer, now be required to present financial statements in accordance with U.S. GAAP.

Small Business Issuers’ Transition to Form 10-Q

Most of the Form 10-QSB item requirements track the Form 10-Q item requirements exactly. In some cases the item requirement numbering differs between the "SB" and standard forms. For example, Items 3 and 3A(T) of Form 10-QSB appear in Items 4 and 4(T) of Form 10-Q.

Small Business Issuers with Pending Registration Statements on Form SB-2 or SB-1

Our company filed a registration statement on Form SB-2 before the new rules became effective and plans to file a pre- or post-effective amendment after February 4, 2008, the effective date of the new rules. Does the company have to file the amendment on a form such as Form S-1 or S-3?

Yes, if you filed a registration statement on Form SB-2 or SB-1 before February 4, 2008 and file an amendment to that filing on or after that date, you need to:

File the amendment on a form such as Form S-1 or S-3, depending on your eligibility for the particular form; and
Elect whether to keep the Form SB-2 disclosure format in the amendment for up to six months after the effective date of the new rules, August 4, 2008.

If you do not file a pre-effective amendment to the Form SB-2 registration statement, it may be declared effective by the SEC

staff after the effective date of the new rules without the need to file an amendment to transition to a non "SB" Securities Act form.

Example

If you filed a Form SB-2 registration statement on November 15, 2007 and filed a pre-effective amendment to that filing on or after February 4, 2008, you would be required to file your amendment as a Form S-1/A filing, the "A" signifying an amendment on Form S-1. At your option, you would be able to retain the disclosure format of Form SB-2 in the Form S-1/A until August 4, 2008.

Small Business Issuers Filing New Securities Act Registration Statements

Our company reports as a small business issuer but is preparing to file a Securities Act registration statement after the effective date of the new rules. What will the company need to do now that Forms SB-2 and SB-1 are no longer available for Securities Act registration statements?

Most companies that formerly filed on Form SB-2 for securities offerings will use Form S-1. The following chart matches the Form SB-2 item requirements with those of Form S-1. Note that Items 1 to 8 of Form SB-2 are identical to Items 1 to 8 of Form S-1.

Form SB-2	Form S-1
Item 9 (Item 103-Legal Proceedings)	Item 11 (c)
Item 10 ( Directors, Executive Officers, Promoters and Control Persons.)	Item 11 (k)
Item 11 (Security Ownership of Certain Beneficial Owners and Management)	Item 11 (m)
Item 12 (Description of Securities)	Item 9
Item 13 (Interest of Named Experts and Counsel)	Item 10
Item 14 (Disclosure of Commission Position of Indemnification for Securities Act Liablities	Item 12A
Item 15 (Organization within Last Five Years)	Item 11(n)
Item 16 (Description of Business)	Item 11(a)
Item 17 (Management's Discussion and Analysis or Plan of Operation)	Item 11(h)
Item 18 (Description of Property)	Item 11(b)
Item 19 (Certain Relationships and Related Transactions)	Item 11(n)
Item 20 (Market for Common Equity and Related Stockholder Matters)	Item 11(d)
Item 21 (Executive Compensation)	Item 11(l)
Item 22 (Financial Statements)	Item 16
Item 23 (Changes in Disagreements with Accountants on Accounting and Financial Disclosure	Item 11(i)
Item 24 (Indemnification of Directors and Officers)	Item 14
Item 25 (Other Expenses and Issuance and Distribution)	Item 13
Item 26 (Recent Sales of Unregistered Securities)	Item 15
Item 27 (Exhibits)	Item 16
Item 28 (Undertakings)	Item 17