What is Annual Report Form 10-K?



Because of this prerequisite, public companies who are involved in penny stock trading are required to submit several documents every year with the SEC (Securities and Exchange Commission) in Washington D.C. These files are required by the law to encourage fair and credible information on the company's stature by releasing information which can be classified as company level's. These files will be a basic orientation, summary and guide to the investors on the company's operations.

These files unveil certain information which can be considered more than what the written annual report of the company can show its shareholders. It can be regarded as the foundation of the SEC's full and reasonable disclosure requirement. It is normally the best source of data about the company and its operations. The SEC annual report 10-K must be available for all reporting companies. The information in this form is highly required by the federal rules/regulations and is contained in two parts of the report. Part 1 includes 10 items:

1.This can be considered as a recognition of the company's main business and services or products, the principal markets and allocation process. Information about the material competitive aspects surrounding the industry is a requirement. Anticipated cost of research and development, the number of employees in the company, the effects of any new or awaiting environmental and regulatory issues and any material proceedings that the company may be involved in are several requirements that should be included.

2.A brief description of the company's operations for each of the last five fiscal years and any additional years to assist keeping the review clear and accurate. This also includes per share income and payments for those previous five years, these information needs to be disclosed.

3.The third part covers properties, plants and equipments. An inventory of the location of the company's main facilities, any additional assets, leases and significant capital properties are required to be explained in this section of the report.

4.This is a list of all subsidiary companies. This also shows the percentage of voting securities that is owned by the company.

5.An explanation of material legal proceedings which includes pending court cases or any conflicts that may result to material litigation.

6.Every increase or decrease in outstanding securities. This includes information for each class of securities.

7.This is a record of holders for each class equity securities. This also contains the data on the end of the company's fiscal year.

8.This is a list of all CEO's (corporate Executive Officers) and the nature of family relationships among them. Positions and offices must be revealed in this part.

9.A declaration of any insurance or arrangement under which any index or officer is insured against any legal responsibility. Duties and rank of each officer and director should also be shown is this part.

10.This is a list of all financial statements which is arranged and prepared by the company. This data should be reviewed by the company's auditors. All footnotes to the financial statement must be included.

The second part of Form 10-K requires five more information that needs to be presented. These requirements are met by issuing a substitute stament for the yearly meeting since these items are basically subjected to the periodic voting of shareholders or by the board of directors of the company.

1.This part identifies any holder of 10percent or more of any class of securities. This includes a listing of securities which are being held by every officers and directors in accordance to the amount and proportion of securities by division.

2.An inventory of names, offices and terms of office for each and every director and officer of the company. Business history of each executive must be included.

3.A list of the company's directors and the top three highest-paid officers of the company. This also consists of the collective total bills and compensation which is paid to all the executives.

4.This shows the alternatives that may be approved to the management and officers to acquire securities. The granting of various options to the executives must be shown in the opening of every fiscal year. A chart, graph or table unveiling the details and prices of the granted alternatives should be shown.

5.This is a report of material changes or important deals that may include assets, pension, savings, retirements and any other similar provisions. Loans to officers and directors must be included. The presentation of these transactions is very important for the main purpose of analysis of divergence of interest within the company and its administration.

Quarterly Report Form 10-Q

A report which is required to be filed within the 45 days of the end of each of the company's first three fiscal quarters. This is set as a quarterly update of the data which is contained in the yearly report form 10-K. The information in this form is somewhat less meticulous in its requirements than the data which is presented in form 10-K. The main difference is that the quarterly financial statistics is not required to be reviewed by the company's independent auditors. Nevertheless, the guidelines still require a fair and precise statement from the company.

Material Current Events Form 8-K

Form 10-K and 10-Q are required to be filed regularly; while form 8-K is not required to be filed on a regular basis. Although not filed regularly, this form is filed whenever an important event takes place at a corporate level. Most of the time, this form shows data which are not found in any other company files. These information are vital to small and micro cap corporations because they may not be shown in any other form. There 14 precise items that must be shown in this form:

1.Any amendments in the control of the company

2.Claims for damage against the company.

3.The acquirement or disposition of a significant quantity of

assets other than those that would take place in the standard course

of business.

4.Material removal or replacement of any property that

may be securing any class of registered securities such as

mortgage bonds

5.Modification in securities which may involve a material change to the rights

of shareholders of any class of registered securities for any

basis.

6.An increase in the quantity of securities outstanding if it

surpasses 5 percent of the securities class outstanding

7.Default on any senior securities or debt obligations not covered

within 30 days and affecting more than 5 percent of the

company's assets

8.A reduce in the quantity of securities outstanding that

exceeds 5 percent of the total amount of securities outstanding

9.Options which are issued to buy securities if the total amount

exceeds 5 percent of the securities outstanding

10.The compliance of any matters to a vote of shareholders

11.Any material unusual charges or credits which may be related to any

odd material events which includes provisions for losses and

any restatements of the capital or shareholders equity

account.

12.A voluntary or involuntary alteration in the company's auditors

13.Any significant occasion that the company believes to be material

to its operations

14.Modifications or amendments in financial statements and

exhibits that would support a formerly filed corporate

report, 10-K, or 10-Q

The main point to keep in mind is that these SEC reports comprise an exceptional basis of information and data for an preliminary review of a micro cap company. It is an imperative to familiarize yourself with these SEC reports. Study and evaluate them as they will be a helpful guide when looking for micro cap investments that have potential.