To: im a survivor who wrote (913 ) 5/21/2008 11:28:45 AM From: shortsinthesand Read Replies (3) | Respond to of 1698 Here you go survivor! Pooof ProoF: As far as LBWR or any other penny stock is concerned, the term “SEC Reporting Company” does not exist in the SEC vocabulary. SMALLER REPORTING COMPANY REGULATORY RELIEF AND SIMPLIFICATION AGENCY: Securities and Exchange Commission. ACTION: Proposed amendments >b>Our rules currently include two major categories of smaller companies – “small business issuers” and “non-accelerated filers” – for purposes of scaling our disclosure and reporting requirements to the needs of smaller companies and their investors. These two categories of smaller companies are defined as follows: • “Small business issuers” essentially are companies with both a public float and revenues of less than $25 million. Of the 11,898 companies that filed annual reports under the Exchange Act in 2006, 3,749 had a public float of less than $25 million. • “Non-accelerated filers” are companies that do not qualify as “large accelerated filers” or “accelerated filers” under our rules. Non-accelerated filers essentially are companies with a public float of less than $75 million. Of the 11,898 companies that filed annual reports under the Exchange Act in 2006, 4,976 had a public float of less than $75 million sec.gov SMALLER REPORTING COMPANY REGULATORY RELIEF AND SIMPLIFICATION ACTION: Final rule. SUMMARY: The Securities and Exchange Commission is adopting amendments to its disclosure and reporting requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934 to expand the number of companies that qualify for its scaled disclosure requirements for smaller reporting companies. Companies that have less than $75 million in public equity float will qualify for the scaled disclosure requirements under the amendments. Companies without a calculable public equity float will qualify if their revenues were below $50 million in the previous year. To streamline and simplify regulation, the amendments move the scaled disclosure requirements from Regulation S-B into Regulation S-K. DATES: Effective Date: February 4, 2008, except for § 249.308b and Form 10-QSB, which will be removed effective October 31, 2008, and Part 228, § 249.310b and Form 10-KSB, which will be removed effective March 15, 2009 Reporting obligations because of Securities Act registration Once the staff declares your company's Securities Act registration statement effective, the Exchange Act requires you to file reports with the SEC. The obligation to file reports continues at least through the end of the fiscal year in which your registration statement becomes effective. After that, you are required to continue reporting unless you satisfy the following "thresholds," in which case your filing obligations are suspended: your company has fewer than 300 shareholders of the class of securities offered; or your company has fewer than 500 shareholders of the class of securities offered and less than $10 million in total assets for each of its last three fiscal years. If your company is subject to the reporting requirements, it must file information with the SEC about: its operations; its officers, directors, and certain shareholders, including salary, various fringe benefits, and transactions between the company and management; the financial condition of the business, including financial statements audited by an independent certified public accountant; and its competitive position and material terms of contracts or lease agreements. All of this information becomes publicly available when you file your reports with the SEC. As is true with Securities Act filings, small business issuers may choose to use small business alternative forms and Regulation S-B for registration and reporting under the Exchange Act. sec.gov Q&A: Small Business and the SEC Obligations because of Exchange Act registration Even if your company has not registered a securities offering, it must file an Exchange Act registration statement if: it has more than $10 million total assets and a class of equity securities, like common stock, with 500 or more shareholders; or it lists its securities on an exchange or on Nasdaq. If a class of your company's securities is registered under the Exchange Act, the company, as well as its shareholders and management, are subject to various reporting requirements, explained below. Ongoing Exchange Act periodic reporting If your company registers a class of securities under the Exchange Act, it must file the same annual, periodic, and current reports that are required as a result of Securities Act registration, as explained above. This obligation continues for as long as the company exceeds the reporting thresholds previously outlined on page 11. If your company's securities are traded on an exchange or on Nasdaq, the company must continue filing these reports as long as the securities trade on those markets, even if your company falls below the thresholds. sec.gov