Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Wednesday, November 27, 2013

SEC Periodic Reporting

An issuer with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934  must file periodic reports with the Securities and Exchange Commission pursuant to Section 13(a) and Section 15(d).
Review by SEC
The requires the SEC to review a issuer’s periodic reports at least once every three years. The SEC may review a issuer’s reports more often if:
The issuer files a registration statement under the Securities Act, as a part of a review of the registration statement.

Annual Report on Form 10-K
A public issuer must file an Annual Report on Form 10-K after the end of each fiscal year. The Form 10-K requires comprehensive disclosure about the issuer including of the issuer’s business, officers and directors, securities, material legal proceedings, selected financial information and full annual audited financial statements, management’s discussion and analysis of the issuer’s financial condition and results of operations, executive compensation, and certain corporate governance matters.
Quarterly Report on Form 10-Q
A public issuer must file a Quarterly Report on Form 10-Q after the end of each of the first three fiscal quarters. The Form 10-Q provides financial information about the issuer during the completed quarter, including quarterly financial statements and management’s discussion and analysis of its results of operations and financial condition. A Form 10-Q includes a description of material events that occurred during the quarter and any actions taken by stockholders during the period.
Current Report on Form 8-K
The need to file a Form 8-K is triggered by the occurrence of certain events or transactions described below:
Entry into a Material Definitive Agreement
Termination of a Material Definitive Agreement
Bankruptcy or Receivership
Mine Safety – Reporting of Shutdowns and Patterns of Violations
Completion of Acquisition or Disposition of Assets
Results of Operations and Financial Condition
Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement
Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement
Costs Associated with Exit or Disposal Activities
Material Impairments
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Unregistered Sales of Equity Securities
Material Modifications to Rights of Security holders
Changes in the Issuer’s Certifying Accountant
Non-reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Changes in Control
Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers
Amendment to Articles of Incorporation or By-laws; Change in Fiscal Year
Temporary Suspension of Trading Under the Issuer’s Employee Benefit Plans
Amendments to the Issuer’s Code of Ethics or Waiver of a Provision of the Code of Ethics
Change in Shell Company Status
Submission of Matters to a Vote of Security Holders
Shareholder Director Nominations
Asset-backed Securities
Regulation FD Disclosure
The Form 8-K must be filed within four few days of the triggering event.
Other Periodic Filings Required to Be Filed with the SEC by Certain Public Companies
Public companies that are registered under Section 12 of the Exchange Act must also comply with the proxy solicitation rules. These rules regulate communications in which a issuer solicits proxies from its stockholders so that the stockholders can exercise their right to vote without having to physically attend the stockholders’ meeting.
For further information about this article, please visit and or contact Brenda Hamilton, Securities Attorney, 101 Plaza Real South, Suite 201 S, Boca Raton, Florida 33432, at (561) 416-8956 or by email This information is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, Rule 144, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings, please contact Hamilton and Associates at (561) 416-8956 or Please note that the prior results discussed herein do not guarantee similar outcomes.

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