Regulation

U. S. “Public Companies” must register with the Securities & Exchange Commission (SEC). www.sec.gov

Regulation

SEC Registered Companies mustFollow GAAP;Submit to a audit by an AICPA firm;Continue to file documents with the SEC.

Regulation

SEC filings are routinely reviewed by a staff of lawyers and accountants withinthe Division of Corporation Finance.

Items of concerns are communicated tothe company through comment letters

More serious matters are forwarded to theDivision of Enforcement

Common SEC Filings

(See http://www.sec.gov/info/edgar/forms/edgform.pdf for an official list)

Filing DescriptionForm 10-K The annual report providing a comprehensive update of the company’s performance, events and business; Filed

within 90 days of the fiscal year end.Form 10-Q The quarterly report containing unaudited financial statements and a current overview of company performance and

events; filed 35 days after the close of the quarter.Form 8-K The current report that is used to disseminate information about the occurrence of events or corporate changes that

are relevant to investors and have not been previously reported.DEF 14A A statement providing official notification to designated classes of shareholders of matters to be brought by a vote at

a shareholders meeting.Form 13F The quarterly report filed by institutional investors managing over $100 million. It lists the name and amount of each

security held at the end of each quarter.Schedule 13D The filing required by 5% (or more) equity owners within ten days of the acquisition event.

Schedule 13E These are filings required by persons engaging in “going private” transactions in the company’s stock or by companies engaging in tender offers for their own securities.

Schedule 13G Similar to a Schedule 13D, but for special cases where control of the issuer is not altered.

Schedule 14D These are fillings required following a tender offer.Forms 3,4 & 5 Statements of ownership fillings required by directors, officers, and 10% owners. Form 3 is the initial ownership

filling, Form 4 is for changes in ownership, and Form 5 is a special annual filling.Form S Filings These are fillings that are used to register securities before they are offered to investors. The most common

registration fillings are Forms S-1 and S-3. S-8 is for employee stock offerings.424 Filings This document is made available to investors in a security offering. It comes in many variations 424A, 424B1, etc.

LAYOUT of the SEC’s FORM 10-K

Item DescriptionCover Page Lists company’s name, fiscal year end, state of incorporation, each class of publicly traded securities, and

other information.1. Description of Business

Identifies principal products and services of the company, principal markets and methods of distribution, and other key attributes and risks of business.

2. Properties Location and description of key properties.3. Legal Proceedings Summary description of material pending legal proceedings.

4. Voting Matters Information relating to the convening of meetings of shareholders, whether annual or special, and the matters for vote.

5. Market for Stock Principal market in which common stock is traded; high and low quarterly stock prices for the last two years; future dividend plans.

6. Selected Financial Data

Five-year summary of selected financial data including net-sales and operating revenue, income from continuing operations, total assets, and long-term obligations.

7. Management Discussion

Discussion of results of operations, liquidity, capital resources, off-balance sheet arrangements, and contractual obligations. Discussion should include trends, significant events and uncertainties, cause of material changes, effects of inflation and changing prices, and critical accounting policies.

8. Financial Statements

Two-year audited balance sheets, three-year audited statements of income and cash flows, supporting notes and schedules.

9. Accounting Changes and Disagreements

Description of any changes in and disagreements with independent auditors on any matter of accounting principles, practices, financial statement disclosures, auditing concerns.

9A. Controls & Procedures

Management and auditor’s description and assessment of the effectiveness of the company’s internal controls and procedures over financial reporting.