SEC Comments On Form 8-K Financial Statement Requirements For Certain Reverse Mergers

In August 2005, new rules adopted by the Securities and Exchange Commission (SEC) relating to the use of Form 8-K by shell companies became effective. The new rules amended Item 2.01 of Form 8-K to require a former shell company, within four business days after completing a reverse merger with an operating company (an OpCo), to disclose the same detailed information about the OpCo, including financial information, as would be required to register a class of securities on Form 10 or Form 10-SB under the Securities Exchange Act of 1934, as amended (the Exchange Act), which is similar to the information about an OpCo that would be required to register securities in an initial public offering by the OpCo. The new rules also amended Item 9.01 of Form 8-K to require former shell companies to file the Form 10 or Form 10-SB financial statements with the initial Form 8-K within four business days.