Form 10-Q (SEC1296) {10-Q}

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q OMB APPROVAL OMB Number: 3235-0070 Expires: October 31, 2021 Estimated average burden hours per response . . ... ...190.42 GENERAL INSTRUCTIONS A. Rule as to Use of Form 1O-Q. 1. Form 10-Q shall be used for quarterly reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), 002led pursuant to Rule 13a-13 (17 CFR 240.13a-13) or Rule 15d-13 (17 CFR 240.15d-13). A quarterly report on this form pursuant to Rule 13a-13 or Rule 15d-13 shall be 002led within the following period after the end of each of the 002 rst three 002scal quarters of each 002scal year, but no report need be 002led for the fourth quarter of any 002 scal year: a. 40 days after the end of the 002scal quarter for large accelerated 002lers and accelerated 002lers (as de002ned in 17 CFR 247 240.12b-2) ;and b. 45 days after the end of the 002scal quarter for all other registrants. B. Application of General Rules and Regulations. 1. The General Rules and Regulations under the Act contain certain general requirements which are applicable to reports on any form. These general requirements should be carefully read and observed in the preparation and 002ling of reports on this form. 2. Particular attention is directed to Regulation 12B which contains general requirements regarding matters such as the kind and size of paper to be used, the legibility of the report, the information to be given whenever the title of securities is required to be stated, and the 002ling of the report. The de002nitions contained in Rule 12b-2 (17 CFR 240. 12b-2) should be especially noted. See also Regulations 13A and 15D. C. Preparation of Report. 1. This is not a blank form to be 002lled in. It is a guide copy to be used in preparing the report in accordance with Rules 12b-11 (17 CFR 240.12b-11) and 12b-12 (17 CFR 240.12b-12). The Commission does not furnish blank copies of this form to be 002 lled in for 002 ling. 2. These general instructions are not to be 002led with the report. The instructions to the various captions of the form are also to be omitted from the report as 002 led. SEC 1296 (05-19) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 1 American LegalNet, Inc. www.FormsWorkFlow.com D. Incorporation by Reference. 1. If the registrant makes available to its stockholders or otherwise publishes, within the period prescribed for 002ling the report, a document or statement containing information meeting some or all of the requirements of Part I of this form, the information called for may be incorporated by reference from such published document or statement, in answer or partial answer to any item or items of Part I of this form, provided copies thereof are 002led as an exhibit to Part I of the report on this form. 2. Other information may be incorporated by reference in answer or partial answer to any item or items of Part II of this form in accordance with the provisions of Rule 12b-23 (17 CFR 240.12b-23). 3. If any information required by Part I or Part II is incorporated by reference into an electronic format document from the quarterly report to security holders as provided in General Instruction D, any portion of the quarterly report to security holders incorporated by reference shall be 002led as an exhibit in electronic format, as required by Item 601(b)(13) of Regulation S-K. E. Integrated Reports to Security Holders. Quarterly reports to security holders may be combined with the required information of Form 10-Q and will be suitable for 002 ling with the Commission if the following conditions are satis002 ed: 1. The combined report contains full and complete answers to all items required by Part I of this form. When responses to a certain item of required disclosure are separated within the combined report, an appropriate cross-reference should be made. 2. If not included in the combined report, the cover page, appropriate responses to Part II, and the required signatures shall be included in the Form 10-Q. Additionally, as appropriate, a cross-reference sheet should be 002led indicating the location of information required by the items of the form. 3. If an electronic 002 ler 002les any portion of a quarterly report to security holders in combination with the required information of Form 10-Q, as provided in this instruction, only such portions 002led in satisfaction of the Form 10-Q requirements shall be 002led in electronic format. F. Filed Status of Information Presented. 1. Pursuant to Rule 13a-13(d) and Rule 15d-13(d), the information presented in satisfaction of the requirements of Items 1, 2 and 3 of Part I of this form, whether included directly in a report on this form, incorporated therein by reference from a report, document or statement 002led as an exhibit to Part I of this form pursuant to Instruction D(1) above, included in an integrated report pursuant to Instruction E above, or contained in a statement regarding computation of per share earnings or a letter regarding a change in accounting principles 002led as an exhibit to Part I pursuant to Item 601 of Regulation S-K (247 229.601 of this chapter), except as provided by Instruction F(2) below, shall not be deemed 002led for the purpose of Section 18 of the Act or otherwise subject to the liabilities of that section of the Act but shall be subject to the other provisions of the Act. 2. Information presented in satisfaction of the requirements of this form other than those of Items 1, 2 and 3 of Part I shall be deemed 002led for the purpose of Section 18 of the Act; except that, where information presented in response to Item 1 or 2 of Part I (or as an exhibit thereto) is also used to satisfy Part II requirements through incorporation by reference, only that portion of Part I (or exhibit thereto) consisting of the information required by Part II shall be deemed so 002 led. 2 American LegalNet, Inc. www.FormsWorkFlow.com G. Signature and Filing of Report. If the report is 336led in paper pursuant to a hardship exemption from electronic 336ling (see Item 201 et seq. of Regulation S-T (17 CFR 232.201 et seq.), three complete copies of the report, including any 336nancial statements, exhibits or other papers or documents 336led as a part thereof, and 336ve additional copies which need not include exhibits must be 336led with the Commission. At least one complete copy of the report, including any 336nancial statements, exhibits or other papers or documents 336led as a part thereof, must be 336led with each exchange on which any class of securities of the registrant is registered. At least one complete copy of the report 336led with the Commission and one such copy 336led with each exchange must be manually signed on the registrant222s behalf by a duly authorized of336cer of the registrant and by the principal 336nancial or chief accounting of336cer of the registrant. (See Rule 12b-11(d) (17 CFR 240.12b-11(d).) Copies not manually signed must bear typed or printed signatures. In the case where the principal executive of336 cer, principal 336 nancial of336cer or chief accounting of336cer is also duly authorized to sign on behalf of the registrant, one signature is acceptable provided that the registrant clearly indicates the dual responsibilities of the signatory. H. Omission of Information by Certain Wholly-Owned Subsidiaries. If on the date of the 002ling of its report on Form 10-Q, the registrant meets the conditions speci002ed in paragraph (1) below, then such registrant may omit the information called for in the items speci002ed in paragraph (2) below. 1. Conditions for availability of the relief speci002ed in paragraph (2) below: a. All of the registrant220s equity securities are owned, either directly or indirectly, by a single person which is a reporting company under the Act and which has 002led all the material required to be 002led pursuant to Section 13, 14 or 15(d) thereof, as applicable; b. During the preceding thirty-six calendar months and any subsequent