The Jumpstart Our Business Startups Act ("JOBS Act") was enacted 4/5/12 - and already people have questions!  SEC Division of Corporation Finance has compiled these Frequently Asked Questions and answers to guide firms with implementing and applying the JOBS Act. Answers are based on the staff's current understanding of the legislation, in the context of existing SEC rules, regulations and procedures. But, in no way, are they to be mistaken for SEC rules, regulations of statements, and it's critical to understand that the Commission has neither approved nor disapproved them. These FAQs address questions of general applicability under Title I of the JOBS Act.  Title I provides scaled disclosure provisions for emerging growth companies, including, among other things, 2 years of audited financial statements in the Securities Act registration statement for an IPO of common equity securities, the smaller reporting company version of Item 402 of Regulation S-K, and no requirement for Section 404(b) of the Sarb-Ox Act, pertaining to auditor attestations of internal control over financial reporting.  Title I also enables, emerging growth companies to use test-the-waters communications with QIBs and institutional accredited investors and liberalizes the use of research reports on emerging growth companies. For information about the confidential submission of emerging growth company draft registration statements, refer to CorpFin's announcement re: confidential submission of draft registration statements under the JOBS Act. Generally Applicable Questions on Title I of the JOBS Act.

• Questions 1-17:  prepared 4/16/12.
• Questions 18-41:  prepared 5/3/12.

(1) Question: How can an issuer determine whether or not it meets the revenue test for "emerging growth company"?

Answer: An "emerging growth company" is defined in the Securities Act and the Exchange Act as an issuer with "total annual gross revenues" of less than $1 billion during its most recently completed fiscal year. The phrase "total annual gross revenues" means total revenues as presented on the income statement presentation under U.S. GAAP (or IFRS as issued by the IASB, if used as the basis of reporting by a foreign private issuer).  If the financial statements of a foreign private issuer are presented in a currency other than U.S. dollars, total annual gross revenues for purposes of this test should be calculated in U.S. dollars using the exchange rate as of the last day of the most recently completed fiscal year.  In addition, if the financial statements for the most recent year included in the registration statement are those of the predecessor of the issuer, the predecessor’s revenues should be used when determining if the issuer meets the definition of an emerging growth company.

For further details, go to:  [What's New in SEC CorpFin, May 2012].