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corporate filing

Any one of
a number of forms the Securities & Exchange Commission (SEC) requires every
publicly traded company to submit, disclosing its financial condition and
material changes in the operation of the organization.

TYPES OF FORMS
Form 8K;
Form 10K;
Form 10-Q;
Form S-1;
Form S4.

Definition of '8-K'
A report of unscheduled material events or corporate changes at a
company that could be of importance to the shareholders or the
Securities and Exchange Commission.

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-Kis 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 :
Typically an 8-K filing will only have two major parts. They are:
 The name and description of the event - this contains all the information that the
company considers relevant to shareholders and the SEC.
 Any exhibits that are relevant - these exhibits may include financial statements,
press releases, data tables, or other information that is referenced in the description
of the event.
Investors should always read any 8-K filings that are made by companies in which they
are invested. These reports are both material and relevant to the company, and often
contain information that will affect the share price.


When Form 8-K is required
Form 8-K is used to notify investors of a current event. These types of events
include:
 Material definitive agreements not made in the ordinary course of business
 Bankruptcies or receiverships
 Director is elected
 Director departs
 If a director departs because of a disagreement with the company on any
matter relating to the registrant’s operations, policies, or practices then an 8-
K must be filed to disclose a brief description of the circumstances
representing the disagreement.
[1]

 Asset movement: acquisition or sale
 Result of operations and financial condition
 Material Direct Financial obligations (bonds, debentures)
 Triggering events that accelerate material obligations (defaults on a loan)
 Exit or disposal plans
 Layoffs
 shutting down a plant
 material change in services or outlets
 Material impairments
 Delisting or transfer exchange notices
 Unregistered equity sales
 Modifications to shareholder rights
 Change in accountant - and good idea to explain why
 SEC investigations and internal reviews
 Financial non-reliance notices
 Changes in control of the company
 Someone takes a large equity position (more than 15%); shareholder also
needs to file with SEC as to intent
 Someone takes a 51% position
 Changes in executive management
 Officer leaves
 Officer is fired
 Officer is hired
 Departure or appointment of company officers
 Amendments to company Governance Policies
 Code of Ethics
 Board Committee Governance Policies
 Trading suspension
 Change in credit
 Change in company status
 Other events
 Financial exhibits
Investors should always read any 8-K filings that are made by companies in which
they are invested. These reports are both material and relevant to the company, and
often contain information that will affect the share price.

Form 10K

The audited annual financial report that publicly traded companies are required
to file with the Securities and Exchange Commission(SEC) within 90 days of the
close of the company's fiscal year. The 10K is the most comprehensive of the
SEC-required filings and includes detailed information about the
company's financial performance for the previous year.
A Form 10-K is an annual report required by the U.S. Securities and Exchange
Commission (SEC), that gives a comprehensive summary of a company's financial
performance. Although similarly named, the annual report on Form 10-K is distinct from the
often glossy "annual report to shareholders," which a company must send to its shareholders
when it holds an annual meeting to elect directors (though some companies combine the annual
report and the 10-K into one document). The 10-K includes information such as company
history, organizational structure, executive compensation, equity, subsidiaries, and
audited financial statements, among other information.
Parts
Every annual report contains 4 parts and 15 schedules. They are
PART I
ITEM 1. Description of Business
ITEM 1A. Risk Factor
ITEM 1B. Unresolved Staff Comments
ITEM 2. Description of Properties
ITEM 3. Legal Proceedings
ITEM 4. Mine Safety Disclosures
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
ITEM 6. Selected Financial Data
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 8. Financial Statements and Supplementary Data
ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
ITEM 9A. Controls and Procedures
ITEM 9B. Other Information

PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
ITEM 11. Executive Compensation
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
ITEM 14. Principal Accounting Fees and Services
PART IV
ITEM 15. Exhibits, Financial Statement Schedules Signatures
Part 1
Item 1 - Business[
This describes the business of the company: who and what the company does, what
subsidiaries it owns, and what markets it operates in. It may also include recent events,
competition, regulations, and labor issues. (Some industries are heavily regulated, have
complex labor requirements, which have significant effects on the business.) Other
topics in this section may include special operating costs, seasonal factors, or insurance
matters.
Item 1A - Risk Factors[
Here, the company lays out anything that could go wrong, likely external effects,
possible future failures to meet obligations, and other risks disclosed to adequately warn
investors and potential investors.
Item 2 - Properties[
This section lays out the significant properties, physical assets, of the company. This
only includes physical types of property, not intellectual or intangible property.
Item 3 - Legal Proceedings[]
Here, the company discloses any significant pending lawsuit or other legal proceeding.
References to these proceedings could also be disclosed in the Risks section or other
parts of the report.
Item 4 - Mine Safety Disclosures[]
This section requires some companies to provide information about mine safety
violations or other regulatory matters.
Part 2[]
Item 5 - Market[edit]
Gives highs and lows of stock, in a simple statement. Market for Registrant's Common
Equity, related stockholder matters and issuer purchases of equity securities.
Item 6 - Consolidated Financial Data[edit]
In this section Financial Data showing consolidated records for the legal entity as well
as subsidiary companies.
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of
Operations[edit]
Here, management discusses the operations of the company in detail by usually
comparing the current period versus prior period. These comparisons provide a reader
an overview of the operational issues of what causes such increases or decreases in
the business.
Item 7a. - Quantitative and Qualitative Disclosures about Market Risks[edit]
Forward Looking Statements[edit]
Forward-looking statement is the disclaimer that projections as to future performance
are not guaranteed, and things could go otherwise.
Item 8 - Financial Statements[edit]
1. Independent Auditor's Report 2. Consolidated Statements of Operation 3.
Consolidated Balance Sheets 4. other accounting reports and notes.
Here, also, is the going concern opinion. This is the opinion of the auditor as to the
viability of the company. Look for "unqualified opinion" expressed by auditor. This
means the auditor had no hesitations or reservations about the state of the company,
and the opinion is without any qualifications (unconditional)

Form 10Q
Form 10-Q, (also known as a 10-Q or 10Q) is a quarterly report mandated by the
United States federal Securities and Exchange Commission, to be filed by publicly
traded corporations.
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, it's an SEC
filing that must be filed quarterly with the USSecurities and Exchange Commission. It
contains similar information to the annual form 10-K, however the information is
generally less detailed, and the financial statements are generally unaudited.
Information for the final quarter of a firm's fiscal year is included in the 10-K, so only
three 10-Q filings are made each year.
These reports generally compare last quarter to the current quarter and last year's
quarter to this year's quarter. The SEC put this form in place to facilitate better informed
investors. The form 10-Q must be filed within 40 days for large accelerated filers and
accelerated filers or 45 days after the end of the fiscal quarter for all other registrants
(formerly 45 days).

Form S-1
definition
A Securities and Exchange Commission (SEC) filing in which a private
company declares its intention to sell its stock to the public.