TEXT OF THE AMENDMENTS In accordance with the foregoing, Title 17, Chapter II of the Code of Federal Regulations is amended as follows: PART 228 - INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS 1. The authority citation for Part 228 is revised to read as follows: Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted. 2. By amending 228.701 by revising the caption to the item and adding paragraph (f) to read as follows: 228.701 (Item 701) Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities. * * * * * (f) As required by 230.463 of this chapter, following the effective date of the first registration statement filed under the Securities Act by an issuer, the issuer or successor issuer shall report the use of proceeds on its first periodic report filed pursuant to sections 13(a) and 15(d) of the Exchange Act (15 U.S.C. 78m(a) and 78o(d)) after effectiveness of its Securities Act registration statement, and thereafter on each of its subsequent periodic reports filed pursuant to sections 13(a) and 15(d) of the Exchange Act through the later of disclosure of the application of all the offering proceeds, or disclosure of the termination of the offering. If a report of the use of proceeds is required with respect to the first effective registration statement of the predecessor issuer, the successor issuer shall provide such a report. The information provided pursuant to paragraphs (f)(2) through (f)(4) of this Item need only be provided with respect to the first periodic report filed pursuant to sections 13(a) and 15(d) of the Exchange Act after effectiveness of the registration statement filed under the Securities Act. Subsequent periodic reports filed pursuant to sections 13(a) and 15(d) of the Exchange Act need only provide the information required in paragraphs (f)(2) through (f)(4) of this Item if any of such required information has changed since the last periodic report filed. In disclosing the use of proceeds in the first periodic report filed pursuant to the Exchange Act, the issuer or successor issuer should include the following information: (1) The effective date of the Securities Act registration statement for which the use of proceeds information is being disclosed and the Commission file number assigned to the registration statement; (2) If the offering has commenced, the offering date, and if the offering has not commenced, an explanation why it has not; (3) If the offering terminated before any securities were sold, an explanation for such termination; and (4) If the offering did not terminate before any securities were sold, disclose: (i) Whether the offering has terminated and, if so, whether it terminated before the sale of all securities registered; (ii) The name(s) of the managing underwriter(s), if any; (iii) The title of each class of securities registered and, where a class of convertible securities is being registered, the title of any class of securities into which such securities may be converted; ======END OF PAGE 2====== (iv) For each class of securities (other than a class of securities into which a class of convertible securities registered may be converted without additional payment to the issuer) the following information, provided for both the account of the issuer and the account(s) of any selling security holder(s): the amount registered, the aggregate price of the offering amount registered, the amount sold and the aggregate offering price of the amount sold to date; (v) From the effective date of the Securities Act registration statement to the ending date of the reporting period, the amount of expenses incurred for the issuer's account in connection with the issuance and distribution of the securities registered for underwriting discounts and commissions, finders' fees, expenses paid to or for underwriters, other expenses and total expenses. Indicate if a reasonable estimate for the amount of expenses incurred is provided instead of the actual amount of expenses. Indicate whether such payments were: (A) Direct or indirect payments to directors, officers, general partners of the issuer or their associates; to persons owning ten (10) percent or more of any class of equity securities of the issuer; and to affiliates of the issuer; or (B) Direct or indirect payments to others; (vi) The net offering proceeds to the issuer after deducting the total expenses described in paragraph (f)(4)(v) of this Item; (vii) From the effective date of the Securities Act registration statement to the ending date of the reporting period, the amount of net offering proceeds to the issuer used for construction of plant, building and facilities; purchase and installation of machinery and equipment; ======END OF PAGE 3====== purchases of real estate; acquisition of other business(es); repayment of indebtedness; working capital; temporary investments (which should be specified); and any other purposes for which at least five (5) percent of the issuer's total offering proceeds or $100,000 (whichever is less) has been used (which should be specified). Indicate if a reasonable estimate for the amount of net offering proceeds applied is provided instead of the actual amount of net offering proceeds used. Indicate whether such payments were: (A) Direct or indirect payments to directors, officers, general partners of the issuer or their associates; to persons owning ten (10) percent or more of any class of equity securities of the issuer; and to affiliates of the issuer; or (B) Direct or indirect payments to others; and (viii) If the use of proceeds in paragraph (f)(4)(vii) of this Item represents a material change in the use of proceeds described in the prospectus, the issuer should describe briefly the material change. ======END OF PAGE 4====== PART 229 - STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975 -- REGULATION S-K 3. The authority citation for Part 229 continues to read in part as follows: Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll(d), 79e, 79n, 79t, 80a- 8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted. * * * * * 4. By amending 229.701 by revising the caption to the item and adding paragraph (f) before the Instructions to read as follows: 229.701 (Item 701) Recent sales of unregistered securities; use of proceeds from registered securities. * * * * * (f) Use of Proceeds. As required by 230.463 of this chapter, following the effective date of the first registration statement filed under the Securities Act by an issuer, the issuer or successor issuer shall report the use of proceeds on its first periodic report filed pursuant to sections 13(a) and 15(d) of the Exchange Act (15 U.S.C. 78m(a) and 78o(d)) after effectiveness of its Securities Act registration statement, and thereafter on each of its subsequent periodic reports filed pursuant to sections 13(a) and 15(d) of the Exchange Act through the later of disclosure of the application of all the offering proceeds, or disclosure of the termination of the offering. If a report of the use of proceeds is required with respect to the first effective registration statement of the predecessor issuer, the successor issuer shall provide such a report. The information provided pursuant to paragraphs (f)(2) through (f)(4) of this ======END OF PAGE 5====== Item need only be provided with respect to the first periodic report filed pursuant to sections 13(a) and 15(d) of the Exchange Act after effectiveness of the registration statement filed under the Securities Act. Subsequent periodic reports filed pursuant to sections 13(a) and 15(d) of the Exchange Act need only provide the information required in paragraphs (f)(2) through (f)(4) of this Item if any of such required information has changed since the last periodic report filed. In disclosing the use of proceeds in the first periodic report filed pursuant to the Exchange Act, the issuer or successor issuer should include the following information: (1) The effective date of the Securities Act registration statement for which the use of proceeds information is being disclosed and the Commission file number assigned to the registration statement; (2) If the offering has commenced, the offering date, and if the offering has not commenced, an explanation why it has not; (3) If the offering terminated before any securities were sold, an explanation for such termination; and (4) If the offering did not terminate before any securities were sold, disclose: (i) Whether the offering has terminated and, if so, whether it terminated before the sale of all securities registered; (ii) The name(s) of the managing underwriter(s), if any; (iii) The title of each class of securities registered and, where a class of convertible securities is being registered, the title of any class of securities into which such securities may be converted; (iv) For each class of securities (other than a class of securities into which a class of convertible securities registered may be converted ======END OF PAGE 6====== without additional payment to the issuer) the following information, provided for both the account of the issuer and the account(s) of any selling security holder(s): the amount registered, the aggregate price of the offering amount registered, the amount sold and the aggregate offering price of the amount sold to date; (v) From the effective date of the Securities Act registration statement to the ending date of the reporting period, the amount of expenses incurred for the issuer's account in connection with the issuance and distribution of the securities registered for underwriting discounts and commissions, finders' fees, expenses paid to or for underwriters, other expenses and total expenses. Indicate if a reasonable estimate for the amount of expenses incurred is provided instead of the actual amount of expense. Indicate whether such payments were: (A) Direct or indirect payments to directors, officers, general partners of the issuer or their associates; to persons owning ten (10) percent or more of any class of equity securities of the issuer; and to affiliates of the issuer; or (B) Direct or indirect payments to others; (vi) The net offering proceeds to the issuer after deducting the total expenses described in paragraph (f)(4)(v) of this Item; (vii) From the effective date of the Securities Act registration statement to the ending date of the reporting period, the amount of net offering proceeds to the issuer used for construction of plant, building and facilities; purchase and installation of machinery and equipment; purchases of real estate; acquisition of other business(es); repayment of indebtedness; working capital; temporary investments (which should be ======END OF PAGE 7====== specified); and any other purposes for which at least five (5) percent of the issuer's total offering proceeds or $100,000 (whichever is less) has been used (which should be specified). Indicate if a reasonable estimate for the amount of net offering proceeds applied is provided instead of the actual amount of net offering proceeds used. Indicate whether such payments were: (A) Direct or indirect payments to directors, officers, general partners of the issuer or their associates; to persons owning ten (10) percent or more of any class of equity securities of the issuer; and to affiliates of the issuer; or (B) Direct or indirect payments to others; and (viii) If the use of proceeds in paragraph (f)(4)(vii) of this Item represents a material change in the use of proceeds described in the prospectus, the issuer should describe briefly the material change. ======END OF PAGE 8====== PART 230 - GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 1. The authority citation for Part 230 continues to read in part as follows: Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30, and 80a-37, unless otherwise noted. * * * * * 2. By amending 230.401 by revising paragraph (c) to read as follows: 230.401 Requirements as to proper form. * * * * * (c) An amendment to a registration statement and prospectus, other than an amendment described in paragraph (b) of this section, may be filed on any shorter Securities Act registration form for which it is eligible on the filing date of the amendment. At the issuer's option, the amendment also may be filed on the same Securities Act registration form used for the most recent amendment described in paragraph (b) of this section or, if no such amendment has been filed, the initial registration statement and prospectus. * * * * * 3. By amending 230.404 in paragraph (a) by removing the phrase "cross reference sheet;". 4. By amending 230.424 in paragraph (d) by removing the phrase "at least five days before it is broadcast or otherwise issued to the public" in the second sentence and in its place adding "in accordance with the requirements of this section". ======END OF PAGE 9====== 5. By amending 230.462 by adding paragraph (d) to read as follows: 230.462 Immediate effectiveness of certain registration statements and post-effective amendments. * * * * * (d) A post-effective amendment filed solely to add exhibits to a registration statement shall become effective upon filing with the Commission. 6. By amending 230.463 by revising paragraphs (a) and (b) to read as follows: 230.463 Report of offering of securities and use of proceeds therefrom. (a) Except as provided in this section, following the effective date of the first registration statement filed under the Act by an issuer, the issuer or successor issuer shall report the use of proceeds pursuant to Item 701 of Regulation S-B or S-K or Item 16(e) of Form 20-F, as applicable, on its first periodic report filed pursuant to Sections 13(a) and 15(d) (15 U.S.C. 78m(a) and 78o(d)) of the Securities Exchange Act of 1934 after effectiveness, and thereafter on each of its subsequent periodic reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 through the later of disclosure of the application of all the offering proceeds or disclosure of the termination of the offering. (b) A successor issuer shall comply with paragraph (a) of this section only if a report of the use of proceeds is required with respect to the first effective registration statement of the predecessor issuer. * * * * * 7. By amending 230.497 in paragraph (f) by removing the phrase "at least 5 days before it is broadcast or otherwise issued to the public" in ======END OF PAGE 10====== the second sentence and in its place adding "in accordance with the requirements of this section". PART 232 -- REGULATION S-T - GENERAL RULES AND REGULATIONS FOR ELECTRONIC FILINGS 8. The authority citation for Part 232 continues to read as follows: Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-29, 80a-30 and 80a-37. 9. By amending 232.101 by removing paragraph (c)(5) and redesignating paragraphs (c)(6) through (c)(18) as paragraphs (c)(5) through (c)(17). ======END OF PAGE 11====== PART 239 - FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933 10. The authority citation for Part 239 continues to read in part as follows: Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise noted. * * * * * 11. By amending Form SB-1 (referenced in 239.9) by revising the facing page to read as follows: [Note: The text of Form SB-1 does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] Form SB-1 U.S. Securities and Exchange Commission Washington, D.C. 20549 Form SB-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment No._______) (Name of small business issuer in its charter) (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) (Address and telephone number of principal executive offices) (Address of principal place of business or intended principal place of business) ======END OF PAGE 12====== (Name, address, and telephone number of agent for service) Approximate date of commencement of proposed sale to the public If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] * * * * * 12. By amending Form SB-2 (referenced in 239.10) by revising the facing page to read as follows: [Note: The text of Form SB-2 does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] ======END OF PAGE 13====== Form SB-2 U.S. Securities and Exchange Commission Washington, D.C. 20549 Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment No. ________) (Name of small business issuer in its charter) (State or jurisdiction of (Primary Standard Industrial I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) (Address and telephone number of principal executive offices) (Address of principal place of business or intended principal place of business) (Name, address, and telephone number of agent for service) Approximate date of commencement of proposed sale to the public If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ======END OF PAGE 14====== If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] * * * * * 13. By amending Form S-1 (referenced in 239.11) by revising the facing page to read as follows: [Note: The text of Form S-1 does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] FORM S-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) (Name, address, including zip code, and telephone number, including ======END OF PAGE 15====== area code, of agent for service) Approximate date of commencement of proposed sale to the public __________________________________________ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] * * * * * 14. By amending Form S-2 (referenced in 239.12) by revising the facing page to read as follows: [Note: The text of Form S-2 does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] ======END OF PAGE 16====== FORM S-2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public ______________________________________ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [ ] If the registrant elects to deliver its latest annual report to security holders, or a complete and legal facsimile thereof, pursuant to Item 11(a)(1) of this Form, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the ======END OF PAGE 17====== Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] * * * * * 15. By amending Form S-3 (referenced in 239.13) in General Instruction II.B. by removing the phrase "and cross-reference sheet are" in the third sentence and in its place adding "is". 16. By amending Form S-11 (referenced in 239.18) by revising the facing page to read as follows: [Note: The text of Form S-11 does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] FORM S-11 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-11 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in governing instruments) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service) ======END OF PAGE 18====== Approximate date of commencement of proposed sale to the public __________________________________________ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] * * * * * 17. By amending Form S-4 (referenced in 239.25) by revising the facing page and by adding General Instruction K to read as follows: [Note: The text of Form S-4 does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] ======END OF PAGE 19====== FORM S-4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public __________________________________________ If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the ======END OF PAGE 20====== Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] * * * * * GENERAL INSTRUCTIONS * * * * * K. Registration of Additional Securities. With respect to the registration of additional securities for an offering pursuant to Rule 462(b) under the Securities Act, the registrant may file a registration statement consisting only of the following: the facing page; a statement that the contents of the earlier registration statement, identified by file number, are incorporated by reference; required opinions and consents; the signature page; and any price-related information omitted from the earlier registration statement in reliance on Rule 430A that the registrant chooses to include in the new registration statement. The information contained in such a Rule 462(b) registration statement shall be deemed to be a part of the earlier registration statement as of the date of effectiveness of the Rule 462(b) registration statement. Any opinion or consent required in the Rule 462(b) registration statement may be incorporated by reference from the earlier registration statement with respect to the offering, if: (i) such opinion or consent expressly provides for such incorporation; and (ii) such opinion relates to the securities registered pursuant to Rule 462(b). See Rule 411(c) and Rule 439(b) under the Securities Act. * * * * * 18. By amending Form F-1 (referenced in 239.31) by revising the facing page to read as follows: [Note: The text of Form F-1 does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] ======END OF PAGE 21====== FORM F-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact Name of Registrant as specified in its charter) (Translation of Registrant's name into English) (State or other jurisdiction of (Primary Standard Industrial I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ======END OF PAGE 22====== If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] * * * * * 19. By amending Form F-2 (referenced in 239.32) by revising the facing page to read as follows: [Note: The text of Form F-2 does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] FORM F-2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact Name of Registrant as specified in its charter) (Translation of Registrant's name into English) (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ======END OF PAGE 23====== (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] * * * * * 20. By amending Form F-4 (referenced in 239.34) by revising the facing page and by adding General Instruction H to read as follows: [Note: The text of Form F-4 does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] ======END OF PAGE 24====== FORM F-4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact Name of Registrant as specified in its charter) (Translation of Registrant's name into English) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale of the securities to the public If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ======END OF PAGE 25====== If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] * * * * * GENERAL INSTRUCTIONS * * * * * H. Registration of Additional Securities. With respect to the registration of additional securities for an offering pursuant to Rule 462(b) under the Securities Act, the registrant may file a registration statement consisting only of the following: the facing page; a statement that the contents of the earlier registration statement, identified by file number, are incorporated by reference; required opinions and consents; the signature page; and any price-related information omitted from the earlier registration statement in reliance on Rule 430A that the registrant chooses to include in the new registration statement. The information contained in such a Rule 462(b) registration statement shall be deemed to be a part of the earlier registration statement as of the date of effectiveness of the Rule 462(b) registration statement. Any opinion or consent required in the Rule 462(b) registration statement may be incorporated by reference from the earlier registration statement with respect to the offering, if: (i) such opinion or consent expressly provides for such incorporation; and (ii) such opinion relates to the securities registered pursuant to Rule 462(b). See Rule 411(c) and Rule 439(b) under the Securities Act. * * * * * 21. By removing and reserving 239.61 and by removing Form SR. 22. By amending Form D (referenced in 239.500), Part E, Question 1, by revising the words "17 CFR 230.252(c), (d), (e) or (f)" to read "17 CFR 230.262". [Note: The text of Form D does not, and the amendments will not, appear in the Code of Federal Regulations.] ======END OF PAGE 26====== PART 240 - GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934 23. The authority citation for Part 240 continues to read in part as follows: Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and 80b-11, unless otherwise noted. * * * * * 24. By adding 240.12a-8 to read as follows: 240.12a-8 Exemption of depositary shares. Depositary shares (as that term is defined in 240.12b-2) registered on Form F-6 (239.36 of this chapter), but not the underlying deposited securities, shall be exempt from the operation of section 12(a) of the Act (15 U.S.C. 78l(a)). 25. By revising the undesignated subject heading preceding 240.12d1- 1 to read as follows: CERTIFICATION BY EXCHANGES AND EFFECTIVENESS OF REGISTRATION * * * * * ======END OF PAGE 27====== 26. By amending 240.12d1-2 by revising paragraph (b) and adding paragraph (c) to read as follows: 240.12d1-2 Effectiveness of registration. * * * * * (b) A registration statement on Form 8-A (17 CFR 249.208a) for the registration of a class of securities under Section 12(b) of the Act (15 U.S.C. 78l(b)) shall become effective: (1) If a class of securities is not concurrently being registered under the Securities Act of 1933 ("Securities Act"), upon the later of receipt by the Commission of certification from the national securities exchange or the filing of the Form 8-A with the Commission; or (2) If a class of securities is concurrently being registered under the Securities Act, upon the later of the filing of the Form 8-A with the Commission, receipt by the Commission of certification from the national securities exchange listed on the Form 8-A or effectiveness of the Securities Act registration statement relating to the class of securities. (c) A registration statement on Form 8-A (17 CFR 249.208a) for the registration of a class of securities under Section 12(g) of the Act (15 U.S.C. 78l(g)) shall become effective: (1) If a class of securities is not concurrently being registered under the Securities Act, upon the filing of the Form 8-A with the Commission; or (2) If class of securities is concurrently being registered under the Securities Act, upon the later of the filing of the Form 8-A with the Commission or the effectiveness of the Securities Act registration statement relating to the class of securities. ======END OF PAGE 28====== 27. By revising 240.12g-3 to read as follows: 240.12g-3 Registration of securities of successor issuers under section 12(b) or 12(g). (a) Where in connection with a succession by merger, consolidation, exchange of securities, acquisition of assets or otherwise, securities of an issuer that are not already registered pursuant to section 12 of the Act (15 U.S.C. 78l) are issued to the holders of any class of securities of another issuer that is registered pursuant to either section 12(b) or (g) of the Act (15 U.S.C. 78l(b) or (g)), the class of securities so issued shall be deemed to be registered under the same paragraph of section 12 of the Act unless upon consummation of the succession: (1) Such class is exempt from such registration other than by 240.12g3-2; (2) All securities of such class are held of record by less than 300 persons; or (3) The securities issued in connection with the succession were registered on Form F-8 or Form F-80 (239.38 or 239.41 of this chapter) and following succession the successor would not be required to register such class of securities under section 12 of the Act (15 U.S.C. 78l) but for this section. (b) Where in connection with a succession by merger, consolidation, exchange of securities, acquisition of assets or otherwise, securities of an issuer that are not already registered pursuant to section 12 of the Act (15 U.S.C. 78l) are issued to the holders of any class of securities of another issuer that is required to file a registration statement pursuant to either section 12(b) or (g) of the Act ======END OF PAGE 29====== (15 U.S.C. 78l(b) or (g)) but has not yet done so, the duty to file such statement shall be deemed to have been assumed by the issuer of the class of securities so issued. The successor issuer shall file a registration statement pursuant to the same paragraph of section 12 of the Act with respect to such class within the period of time the predecessor issuer would have been required to file such a statement unless upon consummation of the succession: (1) Such class is exempt from such registration other than by 240.12g3-2; (2) All securities of such class are held of record by less than 300 persons; or (3) The securities issued in connection with the succession were registered on Form F-8 or Form F-80 (239.38 or 239.41 of this chapter) and following the succession the successor would not be required to register such class of securities under section 12 of the Act (15 U.S.C. 78l) but for this section. (c) Where in connection with a succession by merger, consolidation, exchange of securities, acquisition of assets or otherwise, securities of an issuer that are not already registered pursuant to section 12 of the Act (15 U.S.C. 78l) are issued to the holders of classes of securities of two or more other issuers that are each registered pursuant to section 12 of the Act, the class of securities so issued shall be deemed to be registered under section 12 of the Act unless upon consummation of the succession: (1) Such class is exempt from such registration other than by 240.12g3-2; ======END OF PAGE 30====== (2) All securities of such class are held of record by less than 300 persons; or (3) The securities issued in connection with the succession were registered on Form F-8 or Form F-80 (239.38 or 239.41 of this chapter) and following succession the successor would not be required to register such class of securities under section 12 of the Act (15 U.S.C. 78l) but for this section. (d) If the classes of securities issued by two or more predecessor issuers (as described in paragraph (c) of this section) are registered under the same paragraph of section 12 of the Act (15 U.S.C. 78l), the class of securities issued by the successor issuer shall be deemed registered under the same paragraph of section 12 of the Act. If the classes of securities issued by the predecessor issuers are not registered under the same paragraph of section 12 of the Act, the class of securities issued by the successor issuer shall be deemed registered under section 12(g) of the Act (15 U.S.C. 78l(g)). (e) An issuer that is deemed to have a class of securities registered pursuant to section 12 of the Act (15 U.S.C. 78l) according to paragraph (a), (b), (c) or (d) of this section shall file reports on the same forms and such class of securities shall be subject to the provisions of sections 14 and 16 of the Act (15 U.S.C. 78n and 78p) to the same extent as the predecessor issuers, except as follows: (1) An issuer that is not a foreign issuer shall not be eligible to file on Form 20-F (249.220f of this chapter) or to use the exemption in 240.3a12-3. ======END OF PAGE 31====== (2) A foreign private issuer shall be eligible to file on Form 20-F (249.220f of this chapter) and to use the exemption in 240.3a12-3. (f) An issuer that is deemed to have a class of securities registered pursuant to section 12 of the Act (15 U.S.C. 78l) according to paragraphs (a), (b), (c) or (d) of this section shall indicate in the Form 8-K (249.308 of this chapter) report filed with the Commission in connection with the succession, pursuant to the requirements of Form 8-K, the paragraph of section 12 of the Act under which the class of securities issued by the successor issuer is deemed registered by operation of paragraphs (a), (b), (c) or (d) of this section. If a successor issuer that is deemed registered under section 12(g) of the Act (15 U.S.C. 78l(g)) by paragraph (d) of this section intends to list a class of securities on a national securities exchange, it must file a registration statement pursuant to section 12(b) of the Act (15 U.S.C. 78l(b)) with respect to that class of securities. (g) An issuer that is deemed to have a class of securities registered pursuant to section 12 of the Act (15 U.S.C. 78l) according to paragraph (a), (b), (c) or (d) of this section shall file an annual report for each fiscal year beginning on or after the date as of which the succession occurred. Annual reports shall be filed within the period specified in the appropriate form. Each such issuer shall file an annual report for each of its predecessors that had securities registered pursuant to section 12 of the Act (15 U.S.C. 78l) covering the last full fiscal year of the predecessor before the registrant's succession, unless such report has been filed by the predecessor. Such annual report shall contain information that would be required if filed by the predecessor. ======END OF PAGE 32====== 28. By revising 240.13a-1 to read as follows: 240.13a-1 Requirements of annual reports. Every issuer having securities registered pursuant to section 12 of the Act (15 U.S.C. 78l) shall file an annual report on the appropriate form authorized or prescribed therefor for each fiscal year after the last full fiscal year for which financial statements were filed in its registration statement. Annual reports shall be filed within the period specified in the appropriate form. 29. By removing and reserving 240.13a-2. 30. By revising 240.15d-3 to read as follows: 240.15d-3 Reports for depositary shares registered on Form F-6. Annual and other reports are not required with respect to Depositary Shares registered on Form F-6 (230.36 of this chapter). The exemption in this section does not apply to any deposited securities registered on any other form under the Securities Act of 1933. ======END OF PAGE 33====== 31. By revising paragraph (a) of 240.15d-5 to read as follows: 240.15d-5 Reporting by successor issuers. (a) Where in connection with a succession by merger, consolidation, exchange of securities, acquisition of assets or otherwise, securities of any issuer that is not required to file reports pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Act are issued to the holders of any class of securities of another issuer that is required to file such reports, the duty to file reports pursuant to such section shall be deemed to have been assumed by the issuer of the class of securities so issued. The successor issuer shall, after the consummation of the succession, file reports in accordance with section 15(d) of the Act (15 U.S.C. 78o(d)) and the rules and regulations thereunder, unless that issuer is exempt from filing such reports or the duty to file such reports is suspended under section 15(d) of the Act (15 U.S.C. 78o(d)). * * * * * PART 249 - FORMS, SECURITIES EXCHANGE ACT OF 1934 32. The authority citation for Part 249 continues to read in part as follows: Authority 15 U.S.C. 78a, et seq., unless otherwise noted; * * * * * 33. By amending 249.208a by revising paragraph (c) and adding paragraph (d) to read as follows: 249.208a Form 8-A, for registration of certain classes of securities pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934. * * * * * ======END OF PAGE 34====== (c) If this form is used for the registration of a class of securities under Section 12(b) of the Act (15 U.S.C. 78l(b)), it shall become effective: (1) If a class of securities is not concurrently being registered under the Securities Act of 1933 (15 U.S.C. 77a et seq.)("Securities Act"), upon the later of receipt by the Commission of certification from the national securities exchange listed on the form or the filing of the Form 8-A with the Commission; or (2) If a class of securities is concurrently being registered under the Securities Act, upon the later of the filing of the Form 8-A with the Commission, receipt by the Commission of certification from the national securities exchange listed on the form, or the effectiveness of the Securities Act registration statement relating to the class of securities. (d) If this form is used for the registration of a class of securities under Section 12(g) of the Act (15 U.S.C. 78l(g)), it shall become effective: (1) If a class of securities is not concurrently being registered under the Securities Act, upon the filing of the Form 8-A with the Commission; or (2) If a class of securities is concurrently being registered under the Securities Act, upon the later of the filing of the Form 8-A with the Commission or the effectiveness of the Securities Act registration statement relating to the class of securities. 34. By amending Form 8-A (referenced in 249.208a) by revising paragraph (c) and adding paragraph (d) to General Instruction A, by revising the checkboxes on the cover page, by adding a sentence and blank ======END OF PAGE 35====== line for the Securities Act registration statement file number after the checkboxes on the cover page, by revising "Item 1" under "Information Required In Registration Statement", by removing "I." before the first Instruction and by removing Instruction II of the Instructions as to Exhibits to read as follows: [Note: The text of Form 8-A does not, and the amendments will not, appear in the Code of Federal Regulations.] FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GENERAL INSTRUCTIONS A. Rule as to Use of Form 8-A. * * * * * (c) If this form is used for the registration of a class of securities under Section 12(b), it shall become effective: (1) If a class of securities is not concurrently being registered under the Securities Act of 1933 (15 U.S.C. 77a et seq.)("Securities Act"), upon the later of receipt by the Commission of certification from the national securities exchange listed on this form or the filing of the Form 8-A with the Commission; or (2) If a class of securities is concurrently being registered under the Securities Act, upon the later of the filing of the Form 8-A with the Commission, receipt by the Commission of certification from the national securities exchange listed on this form or effectiveness of the Securities Act registration statement relating to the class of securities. (d) If this form is used for the registration of a class of securities under Section 12(g), it shall become effective: ======END OF PAGE 36====== (1) If a class of securities is not concurrently being registered under the Securities Act, upon the filing of the Form 8-A with the Commission; or (2) If class of securities is concurrently being registered under the Securities Act, upon the later of the filing of the Form 8-A with the Commission or the effectiveness of the Securities Act registration statement relating to the class of securities. * * * * * SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 * * * * * If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: _______________________ (if applicable) * * * * * ======END OF PAGE 37====== INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. Furnish the information required by Item 202 of Regulation S-K (229.202 of this chapter) or Item 202 of Regulation S-B (228.202 of this chapter), as applicable. * * * * * 35. By removing and reserving 249.208b and by removing Form 8-B. 36. By amending Form 10 (referenced in 249.210) by revising Item 11 to read as follows: [Note: The text of Form 10 does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] FORM 10 * * * * * Item 11. Description of Registrant's Securities to be Registered. Furnish the information required by Item 202 of Regulation S-K (229.202 of this chapter). If the class of securities to be registered will trade in the form of American Depositary Receipts, furnish Item 202(f) disclosure for such American Depositary Receipts as well. 37. By amending Form 20-F (referenced in 249.220f) by removing from the facing page the words "(Fee Required)" and "(No Fee Required)", by revising the introductory text of paragraph (c) to Item 14 of Part II preceding the Instructions, by revising the caption to Item 16 and by adding paragraph (e) to Item 16 of Part III to read as follows: [Note: The text of Form 20-F does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] ======END OF PAGE 38====== Form 20-F * * * * * PART II Item 14. Description of Securities to be Registered. * * * * * (c) American Depositary Receipts If the class of securities to be registered on Form 20-F is to be traded in the form of American Depositary Receipts, furnish the following information: * * * * * PART III * * * * * Item 16. Changes in Securities, Changes in Security for Registered Securities and Use of Proceeds. * * * * * (e) Use of proceeds. If required pursuant to Rule 463 (17 CFR 230.463) under the Securities Act, following the effective date of the first registration statement filed under the Securities Act by an issuer, the issuer or successor issuer shall report the use of proceeds on its first periodic report filed pursuant to sections 13(a) and 15(d) of the Exchange Act after effectiveness of its Securities Act registration statement, and thereafter on each of its subsequent periodic reports filed pursuant to sections 13(a) and 15(d) of the Exchange Act through the later of disclosure of the application of all the offering proceeds, or disclosure of the termination of the offering. If a report of the use of proceeds is required with respect to the first effective registration statement of the predecessor issuer, the successor ======END OF PAGE 39====== issuer shall provide such a report. The information provided pursuant to paragraphs (e)(2) through (e)(4) of this Item need only be provided with respect to the first periodic report filed pursuant to sections 13(a) and 15(d) of the Exchange Act after effectiveness of the registration statement filed under the Securities Act. Subsequent periodic reports filed pursuant to sections 13(a) and 15(d) of the Exchange Act need only provide the information required in paragraphs (e)(2) through (e)(4) of this Item if any of such required information has changed since the last periodic report filed. In disclosing the use of proceeds in the first periodic report filed pursuant to the Exchange Act, the issuer or successor issuer should include the following information: (1) The effective date of the Securities Act registration statement for which the use of proceeds information is being disclosed, the Commission file number assigned to the registration statement; (2) If the offering has commenced, the offering date, and if the offering has not commenced, an explanation why it has not; (3) If the offering terminated before any securities were sold, an explanation for such termination; and (4) If the offering did not terminate before any securities were sold, disclose: (i) Whether the offering has terminated and, if so, whether it terminated before the sale of all securities registered; (ii) The name(s) of the managing underwriter(s), if any; (iii) The title of each class of securities registered and, where a class of convertible securities is being registered, the title of any class of securities into which such securities may be converted; ======END OF PAGE 40====== (iv) For each class of securities (other than a class of securities into which a class of convertible securities registered may be converted without additional payment to the issuer) the following information, provided for both the account of the issuer and the account(s) of any selling security holder(s): the amount registered, the aggregate price of the offering amount registered, the amount sold and the aggregate offering price of the amount sold to date; (v) From the effective date of the Securities Act registration statement to the ending date of the reporting period, the amount of expenses incurred for the issuer's account in connection with the issuance and distribution of the securities registered for underwriting discounts and commissions, finders' fees, expenses paid to or for underwriters, other expenses and total expenses. Indicate if a reasonable estimate for the amount of expenses incurred is provided instead of the actual amount of expense. Indicate whether such payments were: (A) Direct or indirect payments to directors, officers, general partners of the issuer or their associates; to persons owning ten (10) percent or more of any class of equity securities of the issuer; and to affiliates of the issuer; or (B) Direct or indirect payments to others; (vi) The net offering proceeds to the issuer after deducting the total expenses described in paragraph (e)(4)(v) of this Item; (vii) From the effective date of the Securities Act registration statement to the ending date of the reporting period, the amount of net offering proceeds to the issuer used for construction of plant, building and facilities; purchase and installation of machinery and equipment; ======END OF PAGE 41====== purchases of real estate; acquisition of other business(es); repayment of indebtedness; working capital; temporary investments (which should be specified); and any other purposes for which at least five (5) percent of the issuer's total offering proceeds or $100,000 (whichever is less) has been used (which should be specified). Indicate if a reasonable estimate for the amount of net offering proceeds applied instead of the actual amount of net offering proceeds used. Indicate whether such payments were: (A) Direct or indirect payments to directors, officers, general partners of the issuer or their associates; to persons owning ten (10) percent or more of any class of equity securities of the issuer; and to affiliates of the issuer; or (B) Direct or indirect payments to others; and (viii) If the use of proceeds in paragraph (e)(4)(vii) of this Item represents a material change in the use of proceeds described in the prospectus, the issuer should describe briefly the material change. * * * * * 38. By amending Form 10-Q (referenced in 249.308a) by revising the caption to Item 2 of Part II, and by adding paragraph (d) to Item 2 of Part II preceding the Instruction to read as follows: [Note: The text of Form 10-Q does not, and the amendments thereto will not appear in the Code of Federal Regulations.] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q * * * * * ======END OF PAGE 42====== PART II - OTHER INFORMATION * * * * * Item 2. Changes in Securities and Use of Proceeds. * * * * * (d) If required pursuant to Rule 463 (17 CFR 230.463) of the Securities Act of 1933, furnish the information required by Item 701(f) of Regulation S-K (229.701(f) of this chapter). * * * * * 39. By amending Form 10-QSB (referenced in 249.308b) by revising the caption to Item 2 of Part II, and by adding paragraph (d) to Item 2 of Part II preceding the Instruction to read as follows: [Note: The text of Form 10-QSB does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] FORM 10-QSB * * * * * PART II - OTHER INFORMATION * * * * * Item 2. Changes in Securities and Use of Proceeds * * * * * (d) If required pursuant to Rule 463 (17 CFR 230.463) of the Securities Act of 1933, furnish the information required by Item 701(f) of Regulation S-B (228.701(f) of this chapter). * * * * * 40. By amending Form 10-K (referenced in 249.310) by removing from General Instruction I.(c) the phrase "General Instruction (J)(1)(a)" and adding in its place "General Instruction (I)(1)(a)", by removing from the facing page the words "(Fee Required)" and "(No Fee Required)", and in Item ======END OF PAGE 43====== 5 of Part II by designating the current text as paragraph (a) and by adding paragraph (b) to read as follows: [Note: The text of Form 10-K does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] FORM 10-K * * * * * PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. * * * * * (b) If required pursuant to Rule 463 (17 CFR 230.463) of the Securities Act of 1933, furnish the information required by Item 701(f) of Regulation S-K (229.701(f) of this chapter). * * * * * 41. By amending Form 10-KSB (referenced in 249.310b) by removing from the facing page the words "(Fee Required)" and "(No Fee Required)", and in Item 5 of Part II by designating the current text as paragraph (a) and by adding paragraph (b) to read as follows: [Note: The text of Form 10-KSB does not, and the amendments thereto will not, appear in the Code of Federal Regulations.] ======END OF PAGE 44====== FORM 10-KSB * * * * * PART II Item 5. Market for Common Equity and Related Stockholder Matters. * * * * * (b) If required pursuant to Rule 463 (17 CFR 230.463) of the Securities Act of 1933, furnish the information required by Item 701(f) of Regulation S-B (228.701(f) of this chapter). * * * * * By the Commission. Jonathan G. Katz Secretary Dated: July 18, 1997 ======END OF PAGE 45======