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smithsd7

04/24/11 12:48 PM

#16018 RE: j45 #16015

j45, Filing in a Periodic Report(e.g. 10k, 10Q) instead of an 8k.

http://www.sec.gov/divisions/corpfin/form8kfaq.htm

Q: If a triggering event specified in one of the items of Form 8-K occurs within 4 business days before a registrant's filing of a periodic report, may the registrant disclose the event in its periodic report rather than a separate Form 8-K? If so, under what item should the event be disclosed? Revised Item 5 of Part II of Forms 10-Q and 10-QSB and Item 9B of Form 10-K and Item 8B of Form 10-KSB appear to be limited to events that were required to be disclosed during the period covered by those reports.

A: Yes, a triggering event occurring within 4 business days before the registrant's filing of a periodic report may be disclosed in that periodic report, except for filings required to be made under Item 4.01, Changes in Registrant's Certifying Accountant and Item 4.02, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. The registrant may disclose triggering events, other than Items 4.01 and 4.02 events, on the periodic report under Revised Item 5 of Part II of Forms 10-Q and 10-QSB and Item 9B of Form 10-K and Item 8B of Form 10-KSB, as applicable. All Item 4.01 and Item 4.02 events must be reported on Form 8-K. Of course, amendments to previously filed Forms 8-K must be filed on a Form 8-K/A.
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smithsd7

04/24/11 12:53 PM

#16019 RE: j45 #16015

j45, just reading this excerpt I would think that you were right. Without the written agreement it just doesn't seem like complete information to me.
http://www.sec.gov/investor/pubs/microcapstock.htm
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Excerpt--
"By law, the reports that companies file with the SEC must be truthful and complete, presenting the facts investors find important in making decisions to buy, hold, or sell a security. But the SEC cannot guarantee the accuracy of the reports companies file. Some dishonest companies break the law and file false reports. Every year, the SEC brings enforcement actions against companies who've "cooked their books" or failed to provide important information to investors. Read SEC filings — and all other information — with a questioning and critical mind."