Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Item 101 -- Description of Business

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1. Business Development. Describe the development of the small business issuer during the last three years. If the small business issuer has not been in business for three years, give the same information for predecessor(s) of the small business issuer if there are any. This business development description should include:
   
   
   1. Form and year of organization;
      
      
   2. Any bankruptcy, receivership or similar proceeding; and
      
      
   3. Any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.
      
      
2. Business of Issuer. Briefly describe the business and include, to the extent material to an understanding of the issuer:
   
   
   1. Principal products or services and their markets;
      
      
   2. Distribution methods of the products or services;
      
      
   3. Status of any publicly announced new product or service;
      
      
   4. Competitive business conditions and the small business issuer's competitive position in the industry and methods of competition;
      
      
   5. Sources and availability of raw materials and the names of principal suppliers;
      
      
   6. Dependence on one or a few major customers;
      
      
   7. Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration;
      
      
   8. Need for any government approval of principal products or services. If government approval is necessary and the small business issuer has not yet received that approval, discuss the status of the approval within the government approval process;
      
      
   9. Effect of existing or probable governmental regulations on the business;
      
      
   10. Estimate of the amount spent during each of the last two fiscal years on research and development activities, and if applicable the extent to which the cost of such activities are borne directly by customers;
       
       
   11. Costs and effects of compliance with environmental laws (federal, state and local) ; and
       
       
   12. Number of total employees and number of full time employees.
       
       
3. Reports to security holders. Disclose the following in any registration statement you file under the Securities Act of 1933:
   
   
   1. If you are not required to deliver an annual report to security holders, whether you will voluntarily send an annual report and whether the report will include audited financial statements;
      
      
   2. Whether you file reports with the Securities and Exchange Commission. If you are a reporting company, identify the reports and other information you file with the SEC; and
      
      
   3. That the public may read and copy any materials you file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. State that the public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. If you are an electronic filer, state that the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC and state the address of that site (http://www.sec.gov). You are encouraged to give your Internet address, if available;
      
      
4. Canadian Issuers. Provide the information required by Items 101(f)(2) and 101(g) of Regulation S-K.

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