Form 10 is a filing with the Securities and Exchange Commission (SEC), more form ally known as the General

Form for Registration of Securities. It is used to reg ister a range of securities for trading on U.S. exchanges. Form 10 contains info rmation including the type and amount of security being issued, the financial in formation of the issuer, and any probable divergence of interest that may exist. This form can also be filed for accelerated and small business filings, in addi tion to standard registration of the securities. Form 10 is one of the most fundamental sources of information on a publicly trad ed security. All stakeholders from private investors to Wall Street analysts use a company s Form 10 to congregate the information considered necessary to make an i nvestment decisions. Additionally, Form 10 includes management s view on potential r isks and opportunities facing the company. Form 10 serve a reason similar to the S-1 registration statement filed in suppor t of a full-blown IPO. Form 10 complies with the registration needs of companies that go for a more rationalized approach for going public. After a period of na rrow or controlled trading of shares issued on an unregistered or exempt basis, the issuer can take a most important step toward listing on major exchanges thro ugh the Form 10 registration procedure. Like the S-1 registration statement, Form 10 filings make available all-inclusiv e information about the financial condition, capital structure, history and gove rnance of a company. However, it does not provide a brochure to investors for th e securities issued in accordance to the Form 10 procedure, so the company would have to either register the securities under the Securities Act or have an avai lable exception for those securities. The federal securities laws necessitate publicly traded companies to reveal info rmation on a continuing basis. Domestic issuers for instance (other than small b usiness issuers) must file annual reports on Form 10-K, quarterly reports on For m 10-Q, and current reports on Form 8-K for a number of precise events and must act in accordance with a range of other disclosure requirements. Purpose The purpose of Form 10 registration is to register a class of securities. Any co mpany who holds total assets in excess of $10,000,000 and 750 or more record sha reholder, need to file a Form 10 registration statement with the Securities and Exchange Commission. A Company can also file the form voluntarily irrespective o f whether it s publicly held and may or may not have the assets. A form 10 registrat ion automatically becomes effective after 60days of the filing. The company after filing the Form 10 (and when it becomes effective) is subject to the reporting requirement of the exchange act. It implies that these companie s should file annual reports on Form 10-K, quarterly reports on Form 10-Q and pe riodic report on Form 8-K. Along with this company is also subject to the proxy rules in section14 of the exchange act, and the ownership rules and reporting re quisites in Section 13 and 16 of the Exchange act Rule 144 which imply that shareholders are allowed to sell their unregistered sh ares, but it is unavailable for shell companies. In order to come under rule 144 , the company should shed its status of Shell Company. It should be subjected to the reporting requirements of 13 or 15(d) of the exchange act, as applicable du ring the preceding 12 months, other than Form 8-K reports. It should also have f iled Form 10 information indicating itself as non shell company. Then those secu rities can come under Rule 144 after one year from the date issuer has filed For m 10-k. Form 10 is the only way in which a shell company, even if it was a shell company 10 years ago, and its shareholders can avail themselves under rule 144 and ther eafter remain updated in their exchange Act reporting requirements. The company

can come under rule 144 by filing Form S-1 registration statement which also con tains Form 10 information.