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budgetthis

11/17/10 3:26 PM

#11186 RE: LonJandis #11183

Thank you.......my thoughts exactly.

"I believe that means that they have 4 days to file an 8k after an announcement of a merger. The 10Q filed on 10/28 is not an announcement of a merger, hence the time frame does not apply."

DD Freak

11/17/10 3:31 PM

#11188 RE: LonJandis #11183

I think you have misread my post...I never mentioned anything about a R/M being completed. I stated that if they are no longer a SHELL it needs to be reported within 4 days of any change to Corporate Governance and Management per SEC rules.

http://www.sec.gov/answers/form8k.htm

Form 8-K
In addition to filing annual reports on Form 10-K and quarterly reports on Form 10-Q, public companies must report certain material corporate events on a more current basis. Form 8-K is the “current report” companies must file with the SEC to announce major events that shareholders should know about.

The instructions for Form 8-K describe the types of events that trigger a public company's obligation to file a current report, including any of the following:

Section 5 -- Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
Item 5.05 Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.06 Change in Shell Company Status

Hope that clears it up.