Form SB-1 and Form SB-2 Registration Statements

The SEC has adopted simplified forms (Forms SB-1 and 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.

These formats are alternatives to Form S-1. Form SB-1 is for small business issuers offering up to $10 million worth of securities in a 12-month period, permits the use of disclosure similar to that required in a Regulation A offering, including the use of the question and answer format. It requires, however, audited financial statements.

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 over Form S-1, including

• less detailed financial statements;
  
  
• ommission of summary financial data and segment financial information; and
  
  
• less extensive narrative disclosure, particularly in the areas of the description of business, discussion of the results of operations and financial condition, and discussion of market risks and off-balance sheet transactions.
  
  

Registration statements are examined for compliance with disclosure requirements. If a statement appears to be materially incomplete or inaccurate, the registrant usually is informed by letter and given an opportunity to file correcting or clarifying amendments. The Commission can refuse or suspend the effectiveness of any registration statement if it finds that material representations are misleading, inaccurate, or incomplete.