[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR228.503]

[Page 336-337]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS--Table of Contents
 
                        Subpart A--Regulation S-B
 
Sec. 228.503  (Item 503) Summary information and risk factors.

    The small business issuer must furnish the following information in 
plain

[[Page 337]]

English. See Sec. 230.421(d) of Regulation C of this chapter.
    (a) Summary. Provide a summary of the information in the prospectus 
where the length or complexity of the prospectus makes a summary useful. 
The summary should be brief. The summary should not contain, and is not 
required to contain, all of the detailed information in the prospectus. 
If you provide summary business or financial information, even if you do 
not caption it as a summary, you still must provide that information in 
plain English.

Instruction to paragraph 503(a): The summary should not merely repeat 
the text of the prospectus but should provide a brief overview of the 
key aspects of the offering. Carefully consider and identify those 
aspects of the offering that are the most significant and determine how 
best to highlight those points in clear, plain language.

    (b) Address and phone number. Include, either on the cover page or 
in the summary section of the prospectus, the complete mailing address 
and telephone number of your principal executive offices.
    (c) Risk factors. (1) Discuss in a section captioned ``Risk 
Factors'' any factors that make the offering speculative or risky. The 
factors may include, among other things, the following:
    (i) Your lack of an operating history;
    (ii) Your lack of recent profits from operations;
    (iii) Your poor financial position;
    (iv) Your business or proposed business; or
    (v) The lack of a market for your common equity securities.
    (2) The risk factor discussion must immediately follow the summary 
section. If you do not include a summary section, the risk factor 
discussion must immediately follow the cover page or the pricing 
information that immediately follows the cover page. Pricing information 
means price and price-related information that you may omit from the 
prospectus in an effective registration statement based on 
Sec. 230.430A(a) of this chapter.

[63 FR 6380, Feb. 6, 1998]