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Re: None

Wednesday, 03/07/2007 10:22:38 AM

Wednesday, March 07, 2007 10:22:38 AM

Post# of 27222
SB-2 filing allows for quick update of financials and administration for uplisting to reporting company... it is being filed with audited financials.. here's the definition.

Alternative Registration Forms for Small Business Issuers

In August 1992, the SEC adopted a simplified form (Form SB-2) for use by
small business issuers. A small business issuer is a United States or
Canadian issuer that had less than $25 million in revenues in its last
fiscal year, provided that the value of its outstanding securities in the
hands of the public is no more than $25 million.

An alternative to Form 5-1, Form SB-2 permits the offering of an
unlimited dollar amount of securities by any small business issuer. The
form may be used again and again as long as the issuer meets the
definition of small business issuer. Form SB-2 offers certain advantages,
including the location of all disclosure requirements in a central
repository, Regulation S-B. These disclosure requirements are presented in
simple, non-legalistic terminology.

Form SB-2 also permits the issuer to:
* Provide audited financial statements, prepared in accordance with
generally accepted accounting principles, for two fiscal years (Form 5-1
requires the issuer to provide audited financial statements, prepared in
accordance with more detailed SEC regulations, for three fiscal years);
* Include less extensive narrative disclosure, particularly in the areas
of the description of business, and executive compensation, than that
required by Form 5-1; and
* File its initial public offering with either the SEC Regional Office
nearest to where the company conducts its principal business operations or
with the SEC Division of Corporation Finance in Washington DC. The primary
advantage of regional filing is that regional office personnel may be more
familiar with local economic conditions, the business community, the
financial environment, and, in some cases, the background and history of
the company.


http://www.lectlaw.com/files/bul04.htm