Continuous Reporting Requirements under the Exchange Act of 1934

Copyright (c) Copyright Mary E. T. Beach June 2007. All Rights Reserved.

By Mary E. T. Beach n1
 
I. The following companies are subject to the continuous reporting requirements of the Exchange Act:
 
A. Any company with securities registered under the Exchange Act (referred to as Section 12 companies) and
 
B. Any issuer who has had a registration statement effective under the Securities Act, in the year in which the registration statement becomes effective and, thereafter, in any year in which the securities to which the registration statement related are held of record by 300 or more persons (referred to as Section 15(d) companies).
 
II. The continuous reporting obligation requires the filing of the following reports:
 
A. Annual reports on Form 10-K or Form 10-KSB for small business issuers
 
B. Quarterly reports on Form 10-Q or Form 10-QSB for small business issuers
 
C. Current reports on Form 8-K if certain specified events occur.
 
III. Form 10-K and Form 10-KSB
 
A. Prior to September 2002, all companies were required to file the Form 10-K or the Form 10-KSB within 90 days after the end of the fiscal year with the Securities and Exchange Commission ("Commission" or "SEC"). In Release No. 33-8128 (dated September 5, 2002), the Commission amended its rules to accelerate the filing dates for certain companies phased in over a three year period. However, amendments adopted in December 2005 extended the implementation of the final phase of the accelerated filing schedule to December 2006. Generally domestic reporting companies that have a public float of at least $ 75 million, that have been subject to the Exchange Act's reporting requirements for at least 12 calendar months, that have previously filed at least one annual report, and that are not eligible to file their quarterly and annual reports on Forms 10-QSB and 10-KSB are affected by the accelerated filing rules. The phase in period for the acceleration of period filing dates began with fiscal years ending on or after December 15, 2002. Simultaneous filings are required with each exchange on which any class of securities of the company are registered.

n1 With the guidance and assistance of Alissa A. Parisi of Kirkpatrick & Lockhart Preston Gates Ellis LLP, Washington, D.C.

B. The final phase-in of the new Form 10-K and Form 10-Q deadlines for accelerated filers occurred in December 2006. The recent amendments also created a new category of "large accelerated filers" that applies to companies with a public float of $ 700 million or more. In creating this new category, "accelerated filers" has been redefined as companies with a public float of at least $ 75 million, but less than $ 700 million.

Final Status of Accelerated Filing Dates	
	 	 	
For Fiscal	 	 	
Years	Form 10-K Deadline for	Form 10-K Deadline for	
Ending on	Large Accelerated Filers	Accelerated Filers	
or After	 	 	
December	75 days after fiscal	75 days after fiscal	
15, 2005	year end	year end	
	 	 	
December	60 days after fiscal	75 days after fiscal year end	
15, 2006	year end	 	

An accelerated filer whose public float has dropped below $ 50 million can exit accelerated filer status at the end of its fiscal year with the filing of its annual report for that year. A large accelerated filer can similarly exit out of its filer status once its public float has dropped below $ 500 million.
 
C. Annual reports for non-accelerated filers on Form 10-K or Form 10-KSB must be filed within 90 days after the end of the fiscal year covered by the report.
 
D. Companies registered under the Exchange Act must also offer to send copies of Form 10-K or Form 10-KSB to shareholders upon request. The offer must be made in either the annual report to shareholders or proxy statement, or, if proxies will not be solicited, in the information statement furnished in lieu of a proxy statement.
 
E. The Form 10-K or the Form 10-KSB must be signed by the principal executive officer, the principal financial officer, the controller or principal accounting officer and a majority of the Board of Directors. The issuer's principal executive and financial officers are each required to certify that the report fully complies with the public company reporting provisions of the Exchange Act and the information contained in the report fairly presents in all material respects the financial conditions and results of operations of the company.
 
F. These officers must also certify that (i) they have reviewed the report; (ii) based on their knowledge, the report does not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made in the light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report; (iii) based on their knowledge, the financial statements and other financial information in the report (including footnotes to the financial statements, selected financial data, MD&A and other financial information in the report) fairly represent in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in the report; (iv) they are responsible for establishing and maintaining "disclosure controls and procedures" (controls and other procedures of the company that are designed to ensure that information required in quarterly and annual reports is recorded, processed, summarized and reported in a timely manner) for the company; (v) they have designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which the periodic report is being prepared; (vi) they have evaluated the effectiveness of the company's disclosure controls and procedures within 90 days of the date of the report (vii) they have presented in the report their conclusions about the effectiveness of the disclosure controls and procedures based on the required evaluation; (viii) they have disclosed to the company's auditors and the audit committee all significant deficiencies in the design or operation of "internal controls" which could adversely effect the company's ability to record, process, summarize and report financial data and have identified for the company's auditors any material weaknesses in internal controls and any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal controls; and (ix) they have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
G. Forms 10-K and 10-KSB essentially update on an annual basis the information included in the company's original registration statement whether under the Exchange Act or the Securities Act. The instructions for completion of information for the Form are provided by cross reference to the items of Regulation S-K or S-B. The information may be furnished in the Form 10-K or the Form 10-KSB or incorporated by reference if such information is furnished in the Annual Report to Stockholders or the Annual Proxy Statement if the Annual Proxy Statement is filed not later than 120 days after the end of the fiscal year covered by the Form 10-K or the Form 10-KSB.

IV. Form 10-Q and Form-10QSB
 
A.	Prior to September 2002, all companies were required to file the Form 10-Q or the Form 10-QSB with the Commission within 45 days after the end of each of the registrant's first three fiscal quarters. Release No. 33-8128, referred to above, required domestic issuers that have a public float of at least $ 75 million, that have been subject to the Exchange Act's reporting requirements for at least 12 calendar months, that have previously filed at least one annual report, and that are not eligible to file their quarterly and annual reports on Forms 10-QSB and 10-KSB to accelerate the filing date for quarterly reports, phased in over three years. The phase in period began with fiscal years ending on or after December 15, 2002. The current filing deadlines for accelerated filers are set forth in the chart below. Simultaneous filings are required with each exchange on which any class of securities of the company are registered.

Final Status of Accelerated Filing Dates	
	 	
	Form 10-Q Deadline for	
For Fiscal Years Ending	both Accelerated and	
on or After	Large Accelerated Filers	
December 15, 2005	40 days after fiscal	
	quarter end	
	 	
December 15, 2006	40 days after fiscal	
	quarter end	

Quarterly reports for non-accelerated filers must be filed on Form 10-Q or Form 10-QSB within 45 days after the end of each of the registrant's first three fiscal quarters.
 
B. The Forms 10-Q and 10-QSB must be signed on the registrant's behalf by a duly authorized officer of the registrant and by the principal financial or chief accounting officer of the registrant. The quarterly report must contain the same certifications from the issuer's principal executive and financial officers as required in the annual report.
 
C. Forms 10-Q and Form 10-QSB consists of two parts:
 
1. Part I includes unaudited quarterly financial statements (condensed balance sheet, statement of income and statements of changes in financial position) and a management's discussion and analysis.
 
2. Part II must disclose certain legal proceedings, any unregistered sales of equity securities and use of proceeds, any defaults upon senior securities, a description of any matters submitted to a vote of its security holders during the applicable quarter, information not previously reported on a Form 8-K (discussed below), and any material changes to the procedures by which security holders may recommend nominees to the board of directors.

V. Form 8-K
 
A. A report on Form 8-K is required to be filed if any one of 24 specified material corporate events occur. The company may, at its option, report any events, with respect to which information is not otherwise called for that the registrant deems of importance to security holders. The events that are required to be reported include matters that affect the company's business and operations (such as the entry into or termination of a material agreement); financial occurrences (such as the acquisition or disposition of assets); trading market events (such as delisting); matters related to accountants (such as a change in accountants); corporate governance and management events (such as changes in control or departure of directors or officers; asset backed securities (such as change on credit enhancement); and Regulation FD disclosures.
 
B. The report, in most cases, must be filed within four business days of a triggering event.
 
C. A copy of a report on Form 8-K is required to be filed with each exchange on which any class of securities of the company is registered, simultaneously with the filing at the Commission.
 
D. The Form 8-K must be signed on the registrant's behalf by a duly authorized officer of the registrant.

VI. Extension of Time for Filing Reports
 
A. If any of the above required reports (other than the Form 8-K) is not filed within the time period prescribed, an automatic extension of time of 15 days (for the Forms 10-K and 10-KSB) or 5 days (for the Forms 10-Q and 10-QSB) can be obtained by the filing of a Form 12b-25 no later than one business day after the due date. No further extensions of time may be requested or granted.
 
B. The Form 8-K has special provisions for the late filing of financial statements in connection with the acquisition of a significant amount of assets. These special provisions are set forth in Item 9.01 of that Form. The instructions to that item set forth certain limitations on offerings of securities during the extension period.