Stockholder of Record

The number of stockholders of record is required to be disclosed in Item 5 of the annual report on Form 10-K. The number is the actual number listed in the transfer agent’s reports, and does not include stock held by individual investors in brokerage accounts.  This number is important to determine if a company filing reports with the SEC that has only a “333” SEC file number prefix is a mandatory filer or a voluntary filer for the current fiscal year.  If the company discloses more than 299 stockholders of record in Item 5, it is “subject to” or required to file reports with the SEC for the remainder of the current fiscal year (that is, the fiscal year following the fiscal year covered by the report on Form 10-K).  If it discloses less than 300 stockholders of record it is treated for purposes of Rule 144 as a non-reporting company for the remainder of the current fiscal year.