Compliance Deadlines for Sarbanes-Oxley Section 404

Section 404 amendments require a company to include both a management report and an auditor report on the effectiveness of its internal controls over financial reporting (ICOFR) in its annual report. Accelerated filers began complying with these amendments with the first fiscal year ending on or after November 15, 2004.

Per the compliance schedule approved by the SEC (release nos. 33-8731, 33-8760 and 33-8889), non-accelerated filers must begin to comply with the requirement to provide management’s report over financial reporting (ICOFR) when it files its annual report for the first fiscal years ending on or after December 15, 2007.  In addition, the auditor’s attestation report on internal control over financial reporting must be filed with its annual report for the first fiscal year ending on or after December 15, 2009.

Per the new compliance schedule issued September 14, 2006 by the Securities and Exchange Commission (SEC release nos. 33-8730A), a private foreign issuer that is an accelerated filer, but not a large accelerated filer, under the definition in Rule 12b-2 of the Securities Exchange Act of 1934, and files its annual reports on Form 20-F or Form 40-F, must begin to comply with the requirement to provide the auditor’s attestation report on internal controls over financial reporting in the annual report filed for its first fiscal year ending on or after July 15, 2007.  Large accelerated foreign private issuers, must comply with the requirements with the first fiscal year ending on or after July 15, 2006.

Section 404 Compliance Deadlines & Extensions

SEC Release	Status	Applicability	Management Must Report on ICOFR for FYE on or after	Auditors' Attestation on ICOFR for FYE on or after
33-8889	Amendment to 33-8760	Final Extension for Non-Accelerated Filers	12/15/07	12/15/09
33-8760	Final	Final Extension for Non-Accelerated Filers	12/15/07	12/15/08
33-8731	Replaced by 8760	Non-Accelerated Filer Deadlines	12/15/07	12/15/08
33-8730A	Final	Accelerated Foreign Private Issuers	07/15/07	07/15/07
33-8618	Final	Non-Accelerated Filers	07/15/07	07/15/07
33-8545	Final	Non-Accelerated Filers	07/15/06	07/15/06
33-8545	Final	Foreign Private Issuers	07/15/06	07/15/06
33-8392	Final	Non-Accelerated Filers	07/15/05	07/15/05
33-8392	Final	Accelerated Filers	11/15/04	11/15/04

Non-Accelerated Filer 404 Deadlines (on or after Dec 15, 2007)

Year End	Management's ICOFR Report	Auditor's ICOFR Attestation
Dec-07	Dec-07	Dec-09
Jan-08	Jan-08	Jan-10
Feb-08	Feb-08	Feb-10
Mar-08	Mar-08	Mar-10
Apr-08	Apr-08	Apr-10
May-08	May-08	May-10
Jun-08	Jun-08	Jun-10
Jul-08	Jul-08	Jul-10
Aug-08	Aug-08	Aug-10
May-08	May-08	May-10
Sep-08	Sep-08	Sep-10
Oct-08	Oct-08	Oct-10
Nov-08	Nov-08	Nov-10

SEC Filing Deadlines

Filer	10-K	10-Q
Large Accelerated Filer	60-day after the fiscal year end (effective Dec 15, 2006)	40-days after the fiscal year end
Accelerated Filer	75-day annual report deadline	40-day deadline

Filer	10-Q and 10-KSB	10-Q and 10-QSB
Non-Accelerated Filer	90 days after the fiscal year end	45 days after the fiscal year end

Filer	Form 20-F
Foreign Private Issuer	90 days after the fiscal year end

* A "Large Accelerated Filer" is determined by the following criteria given they meet these conditions by the end of their fiscal year:

• The issuer has a public float of $700 million or more as computed on the last business day of the issuer's most recently completed second fiscal quarter
• The issuer meets the same other conditions that apply to accelerated filers

** An "Accelerated Filer" is determined by the following criteria given they meet these conditions by the end of their fiscal year:

• The issuer has a public float of greater than $75 million and less than $700 million as computed on the last business day of the issuer's most recently completed second fiscal quarter
• The issuer has been subject to Exchange Act reporting requirements for at least 12 calendar months
• The issuer has filed at least one annual report
• The issuer is not eligible to use forms 10-KSB and 10-QSB for its annual and quarterly reports

*** A "Non-Accelerated Filer" is determined by the following criteria given they meet these conditions by the end of their fiscal year:

• The issuer has a public float less than $75 million as computed on the last business day of the issuer's most recently completed second fiscal quarter
• Note - a non-accelerated filer must re-evaluate its status at the end of each fiscal year. The company will determine its public float by looking back at the last business day of its most recently completed second fiscal quarter.

**** An "Accelerated Foreign Private Issuer" is determined by the following criteria given they meet these conditions by the end of their fiscal year:

• The issuer is defined as a corporation or other organization incorporated or organized under the laws of any foreign country, unless it meets the following two conditions:
  • More than 50% of its voting securities are directly or indirectly held of record by residents of the United States; and
  • One of the following applies:

1. i. The majority of the executive officers or directors are United States citizens or residents,
2. ii. More than 50% of the assets of the issuer are located in the United States, or
3. iii. The business of the issuer is administered principally in the United States.
4. iv. The issuer files their annual reports on Form 20-F or Form 40-F
5. v. The issuer meets the same other conditions that apply to accelerated filers
   

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For more information:

• The US Securities and Exchange Commission