[Title 17 CFR 228.101]
[Code of Federal Regulations (annual edition) - April 1, 2007 Edition]
[Title 17 - COMMODITY AND SECURITIES EXCHANGES]
[Chapter II - SECURITIES AND EXCHANGE COMMISSION]
[Part 228 - INTEGRATED DISCLOSURE SYSTEM FOR SMALL]
[Subpart A - Regulation S-B]
[Sec. 228.101 - (Item 101) Description of Business.]
[From the U.S. Government Printing Office]


17COMMODITY AND SECURITIES EXCHANGES22007-04-012007-04-01false228.101Sec. 228.101COMMODITY AND SECURITIES EXCHANGESSECURITIES AND EXCHANGE COMMISSIONINTEGRATED DISCLOSURE SYSTEM FOR SMALLRegulation S-B
Sec. 228.101  (Item 101) Description of Business.

    (a) Business Development. Describe the development of the small 
business issuer during the last three years. If the small business 
issuer has not been in business for three years, give the same 
information for predecessor(s) of the small business issuer if there are 
any. This business development description should include:
    (1) Form and year of organization;
    (2) Any bankruptcy, receivership or similar proceeding; and
    (3) Any material reclassification, merger, consolidation, or 
purchase or sale of a significant amount of assets not in the ordinary 
course of business.
    (b) Business of Issuer. Briefly describe the business and include, 
to the extent material to an understanding of the issuer:
    (1) Principal products or services and their markets;
    (2) Distribution methods of the products or services;
    (3) Status of any publicly announced new product or service;
    (4) Competitive business conditions and the small business issuer's 
competitive position in the industry and methods of competition;
    (5) Sources and availability of raw materials and the names of 
principal suppliers;
    (6) Dependence on one or a few major customers;

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    (7) Patents, trademarks, licenses, franchises, concessions, royalty 
agreements or labor contracts, including duration;
    (8) Need for any government approval of principal products or 
services. If government approval is necessary and the small business 
issuer has not yet received that approval, discuss the status of the 
approval within the government approval process;
    (9) Effect of existing or probable governmental regulations on the 
business;
    (10) Estimate of the amount spent during each of the last two fiscal 
years on research and development activities, and if applicable the 
extent to which the cost of such activities are borne directly by 
customers;
    (11) Costs and effects of compliance with environmental laws 
(federal, state and local); and
    (12) Number of total employees and number of full time employees.
    (c) Reports to security holders. Disclose the following in any 
registration statement you file under the Securities Act of 1933:
    (1) If you are not required to deliver an annual report to security 
holders, whether you will voluntarily send an annual report and whether 
the report will include audited financial statements;
    (2) Whether you file reports with the Securities and Exchange 
Commission. If you are a reporting company, identify the reports and 
other information you file with the SEC; and
    (3) That the public may read and copy any materials you file with 
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., 
Washington, D.C. 20549. State that the public may obtain information on 
the operation of the Public Reference Room by calling the SEC at 1-800-
SEC-0330. If you are an electronic filer, state that the SEC maintains 
an Internet site that contains reports, proxy and information 
statements, and other information regarding issuers that file 
electronically with the SEC and state the address of that site (http://
www.sec.gov). You are encouraged to give your Internet address, if 
available.
    (d) Canadian Issuers. Provide the information required by Items 
101(f)(2) and 101(g) of Regulation S-K (Sec. 229.101(f)(2) and (g)).

[57 FR 36449, Aug. 13, 1992, as amended at 63 FR 6379, Feb. 6, 1998]