instructions for Form 10-K and Form 10-Q

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The federal securities laws require publicly traded companies to disclose information on an ongoing basis. For example, domestic issuers (other than small business issuers) must submit annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K for a number of specified events and must comply with a variety of other disclosure requirements.

The annual report on Form 10-K provides a comprehensive overview of the company's business and financial condition and includes audited financial statements. Although similarly named, the annual report on Form 10-K is distinct from the annual report to shareholders, which a company must send to its shareholders when it holds an annual meeting to elect directors.

Historically, Form 10-K had to be filed with the SEC within 90 days after the end of the company's fiscal year. However, in September 2002, the SEC approved a Final Rule that changed the deadlines for Form 10-K and Form 10-Q for accelerated filers -- meaning issuers that have a public float of at least $75 million, that have been subject to the Exchange Act reporting requirements for at least 12 calendar months, that previously have filed at least one annual report, and that are not eligible to file their quarterly and annual reports on Forms 10-QSB and 10-KSB. These shortened deadlines will be phased in over time.

In December 2005, the SEC voted to adopt amendments that create a new category of "large accelerated filers" that includes companies with a public float of $700 million or more. The amendments also redefine "accelerated filers" as companies that have at least $75 million, but less than $700 million, in public float. As described in Release No. 33-8644 (Revisions to Accelerated Filer Definition and Accelerated Deadlines for Filing Periodic Reports), the current 10-K and 10-Q deadlines for accelerated filers are as follows:

Category of Filer	Revised Deadlines For Filing Periodic Reports
	Form 10-K Deadline	Form 10-Q Deadline
Large Accelerated Filer ($ 700MM or more)	75 days for fiscal years ending before December 15, 2006 and 60 days for fiscal years ending on or after December 15, 2006	40 days
Accelerated Filer ($75MM or more and less than $700MM)	75 days	40 days
Non-accelerated Filer (less than $75MM)	90 days	45 days

You'll find a company's Form 10-K filings in the SEC's EDGAR database. To filter your results, simply enter 10-K (using a dash between the 10 and the K) in the form Type box. If the company is a small business issuer, enter 10KSB (without a dash or any spaces). To see a blank version of the Form (with instructions), you can download a PDF version from the "Forms" section of our website.

If a shareholder requests a company’s Form 10-K, the company must provide a copy. In addition, an accelerated filer must disclose on Form 10-K whether the company makes its periodic and current reports available, free of charge, on its website.

Issuers with questions concerning Form 10-K or the deadlines for accelerated filers should consult with counsel or contact the SEC’s Division of Corporation Finance.

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Form 10-QThe federal securities laws require publicly traded companies to disclose information on an ongoing basis. For example, domestic issuers must submit annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K for a number of specified events and must comply with a variety of other disclosure requirements.
The Form 10-Q includes unaudited financial statements and provides a continuing view of the company's financial position during the year. The report must be filed for each of the first three fiscal quarters of the company's fiscal year.
In September 2002, the SEC approved a final rule that changed the deadlines for Form 10-K and Form 10-Q for 揳ccelerated filers� -- meaning issuers that have a public float of at least $75 million, that have been subject to the Exchange Act抯 reporting requirements for at least 12 calendar months, that previously have filed at least one annual report, and that are not eligible to file their quarterly and annual reports on Forms 10-Q and 10-K using scaled disclosure requirements.
In December 2005, the SEC voted to adopt amendments that create a new category of "large accelerated filers" that includes companies with a public float of $700 million or more. The amendments also redefine "accelerated filers" as companies that have at least $75 million, but less than $700 million, in public float. As described in Release No. 33-8644 (Revisions to Accelerated Filer Definition and Accelerated Deadlines for Filing Periodic Reports), the current 10-K and 10-Q deadlines for accelerated filers are as follows:

Category of Filer	Revised Deadlines For Filing Periodic Reports
	Form 10-K Deadline	Form 10-Q Deadline
Large Accelerated Filer ($700MM or more)	60 days	40 days
Accelerated Filer ($75MM or more and less than $700MM)	75 days	40 days
Non-accelerated Filer (less than $75MM)	90 days	45 days

You'll find a company's Form 10-Q filings in the SEC's EDGAR database. To filter your results, simply enter 10-Q (using a dash between the 10 and the Q) in the 揊orm Type� box. To see a blank version of the Form (with instructions), you can download a PDF version from the "Forms" section of our website.
Issuers with questions concerning Form 10-Q, including filing deadlines, should consult with counsel or contact the SEC抯 Division of Corporation Finance.
http://www.sec.gov/answers/form10q.htm

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Form 8-KIn addition to filing annual reports on Form 10-K and quarterly reports on Form 10-Q, public companies must report certain material corporate events on a more current basis. Form 8-K is the “current report” companies must file with the SEC to announce major events that shareholders should know about.
The instructions for Form 8-K describe the types of events that trigger a public company's obligation to file a current report, including any of the following :

Section 1		Registrant's Business and Operations
Item 1.01		Entry into a Material Definitive Agreement
Item 1.02		Termination of a Material Definitive Agreement
Item 1.03		Bankruptcy or Receivership
Item 1.04		Mine Safety - Reporting of Shutdowns and Patterns of Violations
Section 2		Financial Information
Item 2.01		Completion of Acquisition or Disposition of Assets
Item 2.02		Results of Operations and Financial Condition
Item 2.03		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.04		Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 2.05		Costs Associated with Exit or Disposal Activities
Item 2.06		Material Impairments
Section 3		Securities and Trading Markets
Item 3.01		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.02		Unregistered Sales of Equity Securities
Item 3.03		Material Modification to Rights of Security Holders
Section 4		Matters Related to Accountants and Financial Statements
Item 4.01		Changes in Registrant's Certifying Accountant
Item 4.02		Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Section 5		Corporate Governance and Management
Item 5.01		Changes in Control of Registrant
Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.03		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.04		Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
Item 5.05		Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.06		Change in Shell Company Status
Item 5.07		Submission of Matters to a Vote of Security Holders
Item 5.08		Shareholder Director Nominations
Section 6		Asset-Backed Securities
Item 6.01		ABS Informational and Computational Material
Item 6.02		Change of Servicer or Trustee
Item 6.03		Change in Credit Enhancement or Other External Support
Item 6.04		Failure to Make a Required Distribution
Item 6.05		Securities Act Updating Disclosure
Section 7		Regulation FD
Item 7.01		Regulation FD Disclosure
Section 8		Other Events
Item 8.01		Other Events (The registrant can use this Item to report events that are not specifically called for by Form 8-K, that the registrant considers to be of importance to security holders.)
Section 9		Financial Statements and Exhibits
Item 9.01		Financial Statements and Exhibits

Companies have four business days to file a Form 8-K for the events specified in the items in Sections 1-6 and 9 above. However, if the issuer is furnishing a Form 8-K solely to satisfy its obligations under Regulation FD, then the due date might be earlier. (Issuers with questions concerning compliance with Regulation FD should consult with counsel or the SEC抯 Division of Corporation Finance.) For more information on how to read a Form 8-K, including more detailed descriptions of some of the events required to be disclosed on Form 8-K, you can read our investor bulletin on How to Read an 8-K. You can find a company’s Form 8-K filings on the SEC’s EDGAR database. We have posted information on our website on how to use the EDGAR database. You may wish to read answers to Frequently Asked Questions about the implementation and interpretation of the Form 8-K items, produced by the staff of the Division of Corporation Finance..

http://www.sec.gov/answers/form8k.htm

纵横四海

顶线增长(top-line growth) 指的是营收增长,就是销售收入(或营业额)的增长。在公司常用的财务报表中，不论是资产负债还是损益表，其第一行(topline)都是revenue(收入)，因此，这一指标表示的就是营销效应所产生的收入，其增长情况也被称为顶线增长。

纵横四海

[1] topline growth = 是指<公司<整体收入>有增加> "(growth in revenues) An increase in a company's revenue over a given period of time. Topline growth does not necessarily indicate an increase in profit; if expenses at the same or a greater rate, topline growth could mean that profits remain flat or even decrease."
[2] bottomline growth = "growth in net profit". 公司<净利>有增加.