*Reg. S-K/SX Item

Form 10-K Item

Form S-1 Item

Comment re 10-K

Comment re S-1

101 Description of Business

1. Business

11 Information with respect to registrant

11(a) Description of business

Need include only developments since the beginning of the fiscal year reported on

102Description of Property

2. Properties

11(b)Description of properties

103 Legal Proceedings

3. Legal

11(c)Legal proceedings

201 Market price of and dividends on common equity and related stockholder matters

5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 5.

11(d)Market price and dividends of common equity

Item 202 Description of registrant’s securities

9 Description of securities to be registered

701Recent sale of unregistered securities and use of proceeds

 5(a)

15

If previously furnished on a 10-Q or Form 8-K does not have to be included

301 /Selected Financial Information

6 Selected Financial Data

11(f) Selected financial information

302 Supplementary Financial Information

8 Financial statements and supplementary data

11(g) Supplementary financial information

303Management’s Discussion and Analy

7MD&A

11(h)MD&A

305 Quantitative and Qualitative Disclosures About Market Risk

7A Quantitative and Qualitative Disclosures About Market Risk.

11(j) Quantative and Qualitative Disclosures About Market Risk

304(b)Disagreement with accountants

9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

11(i) Changes in and disagreements with accountants

307 Controls and procedures, 308 Internal control over financial reporting

9A Controls and Procedures.

Required in Form 10-K. Item 307 is a significant part of the certification by principal executive and financial officers in the periodic reports of the issuer. Item 308 a significant part of annual management’s assessment of the company’s internal control over financial reporting. Both required by SOX

Neither are required in ’33 Act registration statements. Similarly, the auditor’s report on its audit of and attestation of management’s report on the company’s internal control over financial reporting are not part of a ’33 act registration statement.  However, to extent weaknesses are disclosed in the company’s internal control over financial reporting may be necessary to disclose in ’33 Act registration statement as a risk factor, or in the MD&A or to comply with Rule 408 (information necessary to keep other info from being misleading)

308

401 Directors, executive officers, control persons; 405, compliance with 16(a) 406, Code of ethics

10. Directors and Executive Officers of the Registrant

11(k) Directors and executive officers;

Includes 401, 405, and 406 of Regulation S-K

Includes 401, but not 405 or 406 of Regulation S-K. Further, 401(h) pertains to whether a member(s) of the audit committee have financial expertise as required by Sarbanes-Oxley. When adopting this provision theCommission failed to exclude 401(h) from Form S-1, but it is clear from the adopting release and the SOX provision that this is applicable to the issuer’s annual report and not to ’33 Act registration statements.

402 Executive compensation

11. Executive Compensation

11(l) executive com,pensation

403 Security Ownership of Certain Beneficial Owners and Management, 201(d) Securities authorized for issuance under equity compensation plans

12. Security Ownership of Certain Beneficial Owners and Management

11(m) Security ownership of beneficial owners and management

404 Certain Relationships and Related Transactions

13. Certain Relationships and Related Transactions

11(n) Certain relationships and related transactions ,

Reg. S-X—Part 210

8.Financial statements and supplementary data

11(e) Financial statements meeting requirement of Reg. S-X-Part 210

601 Exhibits

15(c) Exhibits and Financial Schedules

16 Exhibits and Financial Schedules

The Exhbits differ from ’33 Act exhibits in some respects. In particular, must include Exhibits 31 (part of the SOX § 302 certification) and 32 (SOX 906 certification).

’33 Act registration statement requies extensive exhibits, but does not include the certifications required in the Form 10-K