Annual Report (10-K): Audited document required by the SEC and sent to a public company's or mutual fund's shareholders at the end of each fiscal year.This document reports the financial results for the year (including the balance sheet and income statement) and comments on the outlook for the future. If you need assistance in having a Form 10-K filed with the SEC, we can help prepare that paperwork. Contact us for more information. Authorized Shares:The maximum number of shares of stock that a company can issue. It's specified initially in the company's charter, but it can be changed with shareholder approval. CUSIP:A unique nine-character identification, for each class of security approved for trading in the U.S., to facilitate clearing and settlement. Domicile:A company's place of permanent residence, for tax purposes. DPO (Direct Public Offering):A "Direct Public Offering" is a self-directed financing of your company through the sell of stock to the public. The common stock, or other security, of the company is sold directly to individuals by company principals or person who are licensed to sell for the company. Due Diligence:The process of investigation, performed by investors, into the details of a potential investment, such as an examination of operations and management and verifying material facts. EDGAR (Electronic Data Gathering, Analysis and Retrieval):The SEC's system used by all public companies to transmit required filings, such as quarterly reports and annual reports and ongoing disclosure obligations. Effective date:The date on which a registration of a new security filed with the SEC becomes effective. Float:The number of shares of a security that are outstanding and available for trading by the public. Form 2-11:Rule 15c-211 was designed to allow non-reporting public company's securities to be quoted on the National Association of Securities Dealers' ("NASD") Over-the-Counter Bulletin Board ("OTCBB") by filing some simple disclosures.
Companies seeking to obtain a quote on the NASD OTCBB must be required to file reports with the Securities and Exchange Commission ("SEC"). Under Section 15 of the Securities Exchange Act of 1934 (the "Act"), as amended, a company who has filed a registered offering with the SEC, such as an SB-1 or SB-2 registration statement is required to file reports for one year. A company which files a Form 10 or Form 10SB (for small business issuers) becomes a reporting company under Section 12g of the Act and must file reports. To be eligible for a quotation of its securities, the company's market maker must file a Form 211 with the NASD, the company must have sufficient free trading stock in its public float to allow Rule 15c2-11.
Form 8-K:A document required by the SEC to announce certain significant changes in a public company, such as a merger or acquisition, a name or address change, bankruptcy, change of auditors, or any other information which a potential investor ought to know about. Form 10-SB:This is the general form for registration of securities pursuant to Sections 12(b) or (g) of the '34 Act for "small business issuers." GAAP:A widely accepted set of rules, conventions, standards, and procedures for reporting financial information, as established by the Financial Accounting Standards Board. IPO (Initial Public Offering):The first sale of stock by a company to the public. Issued Stock:Securities issued when a company is first incorporated. Issuer:A company or municipality offering (or having already offered) securities for sale to investors. Letter of Opinion:A letter preceding a financial report, written and signed by an independent accountant, which describes the scope of the statement and presents an opinion on the quality of the data presented. Market Maker:A brokerage or bank that maintains a firm bid and ask price in a given over-the-counter security by standing ready, willing, and able to buy or sell at publicly quoted prices (called making a market). NASDAQ:A computerized system set up by the NASD to facilitate trading by providing broker/dealers with current bid and ask price quotes on over-the-counter stocks and some listed stocks. NASD (National Association of Securities Dealers):A self-regulatory securities industry organization responsible for operating and regulating the NASDAQ stock market and over-the-counter markets. OTCBB:An electronic quotation system for unlisted, non-NASDAQ, over-the-counter securities. Outstanding Stock:The shares of a corporation's stock issued and in the handsof the public. Over-the Counter (Pink Sheet):A security not traded on an exchange, usually because of an inability to meet listing requirements. For such securities, broker/dealers negotiate directly with one another over computer networks and by phone, and the NASD oversees their activities. Proxy Statement: The document which the SEC requires a company to send to its shareholders that provides material facts about matters on which the shareholders will vote. Quarterly Report (10-Q):Unaudited document required by the SEC for all U.S. public companies, reporting the financial results for the quarter and noting any significant changes or events in the quarter.
Registered Agent:Most states require corporations to have a registered agent. A registered agent is responsible for receiving any legal documentation on behalf of the corporation and must have their address in the incorporating state.
Registered Company:A corporation that has filed a registration statement with the SEC before releasing a new stock issue. Registered Securities and Exchange Commission EDGAR Filing Agent: A company authorized to file documents with the Securities and Exchange Commission using EDGAR standard format. Registration Statement:A carefully prepared set of documents, including a prospectus filed with the SEC before an initial public offering.
Reporting Company: Upon completion of filing Form 10-SB, a company is required to file annual and quarterly reports with the Commission. The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. The public may obtain information on the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. Should the company be an electronic filer the SEC maintains an Internet Site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which may be viewed at http://www.sec.gov/. Reporting Issuer: See reporting company.
Restricted Stock:Stock acquired through an employee stock option plan or other private means which may not be transferred. Restricted stock forfeited if any of the SEC rules related to it are broken. Reverse Merger:Acquiring a public company by a private company, allowing the private company to bypass the usually lengthy and complex process of going public. Rule 144: Click here
SB-2 Offering Document:The form used by "small business issuers" to register securities sold for cash. SEC (Securities and Exchange Commission):The primary federal regulatory agency for the securities industry, whose responsibility is to promote full disclosure and to protect investors against fraudulent and manipulative practices in the securities markets. The SEC enforces, among other acts, the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940 and the Investment Advisers Act. The supervision of dealers is delegated to the self-regulatory bodies of the exchanges.
Stock trading Symbol:A system of letters used to uniquely identify a stock or mutual fund. Symbols with up to three letters used for stocks listed and traded on an exchange. Symbols with four letters used for NASDAQ stocks. Symbols with five letters used for NASDAQ stocks other than single issues of common stock. Symbols with five letters ending in X used for mutual funds. Transfer Agent:An agent employed by a corporation or mutual fund to maintain shareholder records, including purchases, sales, and account balances.
