Compliance Update

Yesterday, the rules migrating small business filers away from Regulation S-B and towards
S-K became effective. Some highlights of these rules include:

•

Most "non-accelerated filers" are now eligible for scaled disclosure.

•

Filers with a FYE after 12/15/07 may still use the Form 10-KSB for the next annual report. Any quarterly reports before this may be filed on a 10-QSB. After the next annual report, however, all future annual and quarterly reports must be on the standard forms.

•

Filers with a FYE before 12/15/07 may use SB forms for the next annual report and all of the 2008 quarterly reports. Beginning with the 2008 annual report, filed in 2009, those filers must begin using the standard forms also.

•

The SEC no longer accepts registration statements filed on forms SB-1 and SB-2.

The Commission published a guide to help small companies implement these changes. The guide includes several Q&A, examples, and comparison charts.

There is also a compliance guide for small companies on using Form S-3 for primary securities offerings.

AFPI has printed copies of the compliance guides. To request one or both, please contact sales@afpi.com or call 1-877-378-0711 and ask for Jim Schulz.

To access Changeover to the SEC’s New Smaller Reporting Company System by Small Business Issuers and Non-Accelerated Filer Companies, please visit
http://www.sec.gov/info/smallbus/secg/smrepcosysguid.pdf

To access Eligibility of Smaller Companies to Use Form S-3 or F-3 for Primary Securities Offerings, please visit http://www.sec.gov/info/smallbus/secg/s3f3-secg.htm.