There is a requirement for all Form 10-K's (and other SEC filings) to meet
the requirements of Regulation S-X.

Here is a short outline I have from a seminar I did in
San Francisco.

Annual Information filed with the SEC ninety days after fiscal year-end.)

Part I
Item 1: Description of Busine
a.) Development of the busine
ss during the last five years. Discussion of
organization, acquisitions, dispositions, etc.
b.) Financial information about busine
ss segments for the last three years
c.) Narrative description of the busine
ss including:
Principal products and services
Principal markets, customers and methods of distribution
Sources of raw materials
Seasonality of busine
Backlog of busine
Competitive conditions
Research and development efforts
d.) Financial information about geographic areas
Revenues and a
ssets by geographic areas
Risks attendant to foreign operations (currency, political situation,

Item 2: Description of Property
Location, condition and number of plants and other significant physical
properties such as oil and gas reserves, timber acreage, etc.

Item 3: Legal Proceedings
Significant details about pending litigation including a description of the
charges and the relief sought. A more extensive discu
ssion than what appears
in the
Annual Report.

Item 4: Submi
ssion of Matters to a Vote of Security Holders

Part II
Item 5: Market for Registrant's Common Equity and Related Stockholder Matters
Exchanges where the company's securities trade
Approximate number of holders of each cla
ss of common stock
ssion of dividend policy including any potential restrictions

Item 6: Selected Financial Data
Often presented as Financial Highlights in the
Annual Report. Five years of
specified key financial information. The company may "include additional
items which they believe would enhance an understanding of and would
highlight other trends in their financial condition and results of operation."

Item 7: Management's Discu
ssion and Analysis of Financial Condition and
Results of Operations (MD&A)
a.) Discu
ssion of the results of operations including unusual or infrequent
events and their financial impact
b.) Discu
ssion of internal and external sources of funding including unused
lines of credit
c.) Discu
ssion of current and future capital commitments (plant expansions,
acquisitions, etc.) and where funds will come from
d.) Discu
ssion of trends in capital resources and financial structure (debt
and stock offerings, stock buybacks, etc.)
e.) Discu
ssion of known trends or uncertainties that will change the
relationship between costs and revenues in the future such as costs of labor,
raw materials, interest rates, etc.
f.) Forward-looking information and projections are covered by safe harbor

Item 7A: Quantitative and Qualitative Disclosures About Market Risks
Disclosures of "what-if" scenarios involving changes in interest rates,
foreign currencies, commodity prices, etc. Discu
ssion of the potential impact
of market risks on future earnings, fair values of a
ssets or cash flows.

Item 8: Consolidated Financial Statements and Supplemental Data
Generally incorporated by reference from the
Annual Report or filed as an
Exhibit in Item 14. See Section on
Annual Reports below.

Item 9: Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Part III (Generally incorporated by reference to the Proxy Statement- DEF
Item 10: Directors, Executive Officers, Promoters and Control Persons
a.) Identification of directors
b.) Identification of executive officers
c.) Identification of certain significant employees
d.) Family relationships
e.) Busine
ss experience of each director and officer for the last five years

f.) Involvement in certain legal proceedings
g.) Promoters and control persons

Item 11: Executive Compensation
What key employees get paid presented in a way that usually just meets

Item 12: Security Ownership of Certain Beneficial Owners and Management
(Often disclosed in the Proxy Statement: DEF 14A)
a.) A listing of management's ownership interest
b.) A listing of anyone who has a beneficial interest of 5% or more in any
ss of company security. This would include major bondholders or mutual
funds that own more than 5% of common shares.

Item 13: Certain Relationships and Related Transactions
a.) Disclosure of transactions with management and other insiders that
exceed $60,000
b.) Disclosure of certain busine
ss relationships (An example: A Board member
works for a significant supplier or customer of the company.)
c.) Disclosure of any management indebtedne
ss to the company exceeding

Part IV
Item 14: Exhibits, Financial Statements and
Reports on Form 8-K
Exhibits might include: Certificate of Incorporation, By-Laws, Stock
Option and Deferred Compensation Plans, Employment Agreements, Employee
Benefit Plans, etc.

Diane Graese
Director, Computer Group Advisory Board
Las Vegas, Nevada