Corporate Overview
We were incorporated in the state of Florida, to distribute and install security surveillance systems and products. Our principal executive office is located at 150 2nd Ave, Suite 404, Miami, Florida 33131. Our telephone number is 786-294-0559. Our website is
www.hdview360.com
.
Our Operations
We distribute and install security surveillance systems that capture, digitize and transmit video over different types of wired and wireless networks using analog, internet protocol and serial digital interface technology. Our security systems allow users to deploy an end-to-end IP video solution with analytics or evolve to IP video operations without discarding their previous investments in analog closed circuit television technology.
We sell surveillance products and install security systems primarily for commercial customers and generate revenues from the sale of these systems to our customers and, to a lesser extent, from maintenance of these systems for our customers.
3
Our products and the components of our systems are manufactured and supplied to us by third parties on a non-exclusive basis and are marketed under the HD View 360 brand name. We generated our first revenues in January 2014.
For the years ended December 31, 2016 and December 31, 2015 we had revenues of $976,033 and $799,695, respectively and a net (loss) income of ($131,646) and $149,649, respectively.
In April and May of 2015, we sold an aggregate of 1,800,000 common shares to one (1) person at the price of $.00833 per share or an aggregate of $15,000.
On September 1, 2015, we issued 7,200,000 common shares to Dennis Mancino, our President, Chief Executive Officer and Director, for capital contributions he made to us in 2014 in the amount of $20,000.
Our Customers
We provide full service IT Networking and Installation services to commercial clients in the U.S. Most of our revenues derive from the installation of security and surveillance systems which are generally non-recurring. Our customers are primarily commercial entities. We sell surveillance products and install security systems primarily for commercial customers and generate revenues from the sale of these systems to our customers and, to a lesser extent, from maintenance of these systems for our customers. After we have installed a system at any particular customer site, we have generated the majority of revenues from that particular client. We would not expect to generate significant revenues from any existing client in future years unless that client has additional installation sites for which our services might be required. Therefore, in order to maintain a level of revenues each year that is at or in excess of the level of revenues we generated in prior years, we must identify and be retained by new clients. If our business development, marketing and sales techniques do not result in an equal or greater number of projects of at least comparable size and value for us in a given year compared to the prior year, then we may be unable to increase our revenues and earnings or even sustain current levels in the future.
Our Surveillance Systems and Products
Our products capture, digitize and transmit video over different types of wired and wireless networks using analog, internet protocol and serial digital interface technology. Our products allow users to deploy an end-to-end IP video solution with analytics or evolve to IP video operations without discarding their previous investments in analog closed circuit television technology.
Our products are marketed under the HD View 360 brand.
We believe that the following competitive strengths will enable us to sustain our leadership in the video intelligence market:
·
Our open platform facilitates interoperability with our customers existing business and security systems and with complementary third-party products.
·
We are able to help our customers cost-effectively migrate to networked IP video without the need to discard their analog CCTV investments.
Our basic security system starts at $995 which includes installation. Our products are sold from our location at 150 2nd Ave, Suite 404, Miami, Florida 33131. Orders originating from our website are placed by telephone.
4
We employ one (1) full time sales person and do not employ an outside sales force.
Our Products include:
·
IP Network Video Recorders
·
analog Digital Video Recorders
·
HDCVI Video Recorders
·
HDCVI Cameras
·
HDCVI Pan Tilt Cameras
·
IP Cameras
·
IP Pan Tilt Zoom Cameras
·
Video IP Intercom
·
Analog Cameras
·
Connectors
·
Cable
·
Secure Lock Boxes
·
HDMI Video Products
·
IP Networking
·
Tools, Testers & Power Supplies
Our services include:
·
Networking
·
IT Solutions
·
Structured Cabling
·
Mobile App and Mobile device integration
·
CCTV installation & upgrades
Employees
We have a total of five (5) full time employees not including our President, Chief Executive Officer and Director, Dennis Mancino. Our employees consist of sales persons and technicians who install our security systems. We employ one (1) part-time employee who provides bookkeeping, clerical and administrative services on an as needed basis.
None of our employees are represented by a collective bargaining agreement, nor have we experienced any work stoppages. We believe that we maintain good relationships with our employees.
Suppliers
We purchase our products including those used in our security surveillance systems from third party suppliers on an as needed basis. Products sold under the HD View 360 name are purchased from a variety of suppliers. Should any supplier stop providing us with products, we believe we could locate another supplier offering comparable pricing and terms.
Properties
During 2016 we occupied approximately 850 square feet at 333 NE 24th Street, Suite 100B, Miami Florida. This location consisted of approximately 400 square feet of warehouse space and approximately 450 square feet of office and retail space. We occupied this location pursuant to a lease agreement that requires us to pay $2,471 monthly. The lease expired on July 1, 2016.
5
We entered into a new lease on July 1, 2016. We received a three month abatement in rent payments in exchange for completing certain leasehold improvements. The improvements were completed and on August 1, 2016 we relocated to 150 2
nd
Ave, Suite 404, Miami Florida. The new location consists of approximately 1,600 square feet. We occupy this location pursuant to a lease agreement that requires us to pay $3,063 per month.
Dependence on a Few Customers
Most of our revenues derive from the installation of surveillance systems for security purposes which are generally non-recurring. As such, we are not dependent on one or a few customers.
Marketing
The majority of our sales to date have been generated by the personal and professional contracts of Dennis Mancino, our President, Chief Executive Officer and Director.
Our marketing strategy is to develop our HD View 360 brand name and HD View 360 Surveillance Systems slogan for those seeking security surveillance systems and products. Throughout 2017, we plan to participate in tradeshows and provide brochures of our security systems and products at events designed for businesses with multiple locations and franchises in order to develop recurring revenues from our commercial customers that continue after a system is installed. Additionally, our marketing campaign includes the following.
We attend franchise trade shows in order to develop relationships with franchisors with the objective of becoming a preferred provider to the franchisees. HD View is currently a preferred provider with respect to its products for several national franchisors which has been the primary reason for increases in revenues.
We also attend tradeshows under the names of our wholly owned subsidiaries HD Quick Fix and HD Technologies.
HD Quick Fix
HD Quick Fix offers comprehensive remote and on-site computer tech support. HD Quick Fix has a modest customer base at present which has been steadily growing.
HD Technologies
HD Technologies is developing a merchant credit card processing system. We currently estimate that the development process will take between six and nine months.
We also act as a reseller of Simplefone which is an internet phone service. We have just begun to develop this segment of our business.
Furthermore, we believe that a marketing mix of email and print advertising, social media campaigns, internet advertising and event promotions targeting local and regional businesses is an optimal strategy to increase revenues. We are constantly updating and improving our websites and online presence.
Raw Materials
We do not use raw materials in our products.
6
Research and Development
All of our research to date has been done by Dennis Mancino, our President, Chief Executive Officer and Director who is in charge of our day to day operations. We have not spent any amounts on research and development since our inception on January 1, 2014.
Competition
Our product market is highly competitive and rapidly changing. Our ability to compete depends upon many factors within and outside our control, including the performance and reliability of our product kits, customer service, marketing efforts and development of our logs and brand name. Due to the relatively low barriers to entry we expect additional competition from other emerging companies. Many of our existing and potential competitors are substantially larger than us and have significantly greater financial, technical and marketing resources. As a result, they may be able to respond more quickly to new or emerging technologies for our products. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressure will not have a material adverse effect on our business, operating results and financial condition.
Intellectual Property
We have no registered or patented intellectual property. We recently applied for trademark protection of the HD View 360 name but no protection has been granted and there is no assurance protection will be granted. Trademarks and trade names distinguish the various companies from each other. If customers are unable to distinguish our products from those of other companies, we could lose sales to our competitors. We do not have any registered trademarks and trade names, so we only have common law rights with respect to infractions or infringements on our products and services. Many subtleties exist in product descriptions, offering and names that can easily confuse customers. The name of our principal products and services may be found in numerous variations of the name and descriptions in various media and product labels. This presents a risk of losing potential customers looking for our products and buying someone elses because they cannot differentiate between them.
Corporate Information
We make available free of charge on or through our Internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities Exchange and Commission (SEC).
You may read and copy this Annual Report at the SECs public reference room at 450 Fifth Street, NW, Washington D.C. 20549. Information on the operation of the public reference room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding our filings at
www.sec.gov.
In addition to the information discussed elsewhere in this Annual Report, the following are important risks which could adversely affect our future results. If any of the risks we describe below materialize, or if any unforeseen risk develops, our operating results may suffer, our financial condition may deteriorate, the trading price of our common stock may decline and our investors could lose all or part of their investment.
7
Risks Related to Our Financial Condition
We are an early stage company with limited historical performance for you to base an investment decision upon, and we may never become profitable.
We are an early stage company that generated its first revenues in January of 2014. For the year ended December 31, 2016, and December 31, 2015, respectively, we had revenues of $976,033 and $799,695, respectively. For the year ended December 31, 2016 and December 31, 2015, respectively, we have a net (loss) income of ($131,646) and $149,649, respectively. Accordingly, we have a limited operating history upon which you may evaluate our prospects for achieving our business objectives in light of the risks, difficulties and uncertainties frequently encountered by early stage companies such as us. Accordingly, before investing in our common stock, you should consider the challenges, expenses and difficulties that we will face as an early stage company with a limited operating history.
Risks Related to Our Business
We are dependent on third parties to provide us with our products. Failure to obtain satisfactory performance from them or a loss of their services could cause us to lose sales, incur additional costs, and lose credibility in the marketplace.
We depend on third parties to supply us with the products that we use in our security surveillance systems. The loss of our suppliers could negatively impact our operations and revenues. We do not have a written agreement with any our suppliers obligating them to provide us with the products we sell. The termination of the relationships with our suppliers or an adverse change in the terms of its services could have a negative impact on our business. If our suppliers increase their prices, we may not have alternative sources of supply at comparable prices and may not be able to raise the prices of our products to cover all, or even a portion, of the increased costs. In addition, if our suppliers fail to perform satisfactorily, fail to handle increased orders, or the loss of their services along with delays in shipments of products, it could cause us to fail to meet orders, lose sales, incur additional costs, and/or expose us to product quality issues. In turn, this could cause us to lose credibility in the marketplace and damage our relationships with our customers which would have a negative impact on our revenues.
We have no control over the third parties that supply us with security surveillance products.
We rely on third parties to supply our products including those we use in our security surveillance systems. We will have less control over third parties because we cannot control their personnel, schedule or resources. It will be more difficult to detect design faults and software errors. Any such fault or error could cause delays in delivering our product or require design modifications delays or defects which would likely have a more detrimental impact on our business than if we were a more established company. Any of these factors could cause our products not to meet our quality standards or expectations, or not to be completed on time or at all. If this happens, we could lose anticipated revenues or our entire investment in our products.
Third parties can purchase the same products we sell which may negatively affect our revenues.
We purchase our products including those which we sell under the HD View 360 brand name on a non-exclusive basis from third parties who sell the same and/ or similar products to our competitors. These third parties supply security related products for security and surveillance companies who sell the same products we sell under their own brand names. As such, third parties can purchase the same products we sell and put their own brand name on the product which may negatively impact our revenues.
8
If we are unable to establish strong brand recognition of the HD View 360 name, our revenues will be adversely affected.
The market for security surveillance products and systems is driven by brand name recognition and reputation. We must use conventional and unconventional marketing strategies to build brand recognition of the HD View 360 name. Brand recognition will establish a position in our markets and if successful, will help us increase our revenues. If we do not establish our brand name, our revenues will be adversely affected and our business could fail.
We may be unable to gain market acceptance of our surveillance products and systems.
Our survival is currently dependent upon the success of our efforts to gain market acceptance of our surveillance products and systems.
Many new surveillance products and systems are regularly introduced and only a relatively small number account for a significant portion of net revenue in our industry. Our products and services may not be desired by consumers, or competitors may develop titles that imitate or compete with us, and take our targeted revenue stream away from us or reduce our profitability. Products and services offered by our competitors may take a larger share of our target market than we anticipate which could cause our revenues to decrease. If our competitors develop more successful products or offer competitive products and services at lower prices, our revenue, margins, and profitability will decrease.
Due to the nature of our business, we do not have significant amounts of recurring revenues from our existing customers and we are highly dependent on new business development.
Most of our revenues derive from the installation of surveillance systems for security purposes which are generally non-recurring. Our customers are mainly commercial entities. We sell surveillance products and install security systems for these customers and generate revenues from the sale of these systems to our customers and, to a lesser extent, from maintenance of these systems for our customers. After we have manufactured and installed a system at any particular customer site, we have generated the majority of revenues from that particular client. We would not expect to generate significant revenues from any existing client in future years unless that client has additional installation sites for which our services might be required. Therefore, in order to maintain a level of revenues each year that is at or in excess of the level of revenues we generated in prior years, we must identify and be retained by new clients. If our business development, marketing and sales techniques do not result in an equal or greater number of projects of at least comparable size and value for us in a given year compared to the prior year, then we may be unable to increase our revenues and earnings or even sustain current levels in the future.
Technology changes rapidly in the security surveillance industry and if we fail to anticipate or successfully implement new technologies into our products and services, our revenues will be negatively impacted.
The surveillance industry is subject to evolving and rapidly changing technologies. We may not be able to keep pace with these technologies or implement them into our products and services, or our competition may be able to achieve them more quickly and effectively than we can. In either case, our security surveillance systems may be technologically inferior to our competitors, less appealing to consumers, or both. Any failure to keep pace with new technologies would harm our competitive position, and negatively impact our revenues.
9
We currently have no protection of any trademarks, patents and/or other intellectual property registrations. If we are unable to protect our intellectual property rights, our proposed business may fail.
We only recently applied for trademark protection of the HD View 360 name but it may not be granted. As such, we have no protection of our brand name. At present we are planning to enter into non-disclosure agreements with employees to protect our trade secrets. Despite our precautions, unauthorized parties may attempt in the future to reverse engineer or copy the methods we use to create our security surveillance systems. If we are successful we could lose our trade secrets or they could develop similar systems, which could create more competition for us and even cause our business to fail.
We may not be able to compete effectively against our competitors.
We expect to face strong competition from well-established companies and small independent companies that provide security surveillance related systems and products. Many of these companies have established brand recognition and greater financial resources than we have. We will be at a competitive disadvantage in gaining brand recognition, employees, financing and other resources required to provide our products and services to prospective customers. Our opportunity to obtain customers may be limited by our financial resources and other assets. If we are unable to effectively compete with other service marketplaces, our business will fail and you could lose your entire investment.
If our business grows, we will need to attract additional employees which we might not be able to do.
Dennis Mancino is our sole officer and director and he oversees our operations on a day to day basis. We also employ five persons who are technicians and sales persons. In order to grow and implement our business plan, we may need to add additional employees for sales and technology. There is no guarantee that we will be successful in adding the additional employees required to grow our business.
A permanent loss of data or a permanent loss of service on the internet will have an adverse effect on our operations and will cause us to be less effective in the industry.
Many of our security surveillance systems are dependent on the internet. If we permanently lose data or permanently lose internet service for any reason, be it technical failure or criminal acts, we will be less effective in providing our services to potential clients and you could lose your investment.
None of our technology or business model is proprietary.
Barriers to enter the securities surveillance systems and product industry are low. The technology and products required to commence operations for any potential competitor are available from third party providers. The business model, with few exceptions, is not new and can be readily adopted by those with a basic knowledge of the security surveillance systems industry.
We may be subject to product liability claims and we do not have insurance coverage for such claims which could negatively impact our financial condition.
By selling security surveillance systems, we will face an inherent business risk of exposure to product liability claims in the event that the use of our products are defective. In the event that any of the components of our security surveillance system is defective, we may be required to recall or replace defective components. We maintain product liability insurance coverage in the amount of $1,000,000 to protect us from such claims, which may not be sufficient coverage for claims against us. A successful product liability claim or series of claims brought against us would negatively impact our business and cause you to lose your investment.
10
Should we lose the services of Dennis Mancino, our sole officer and director, our operations and financial condition may be negatively impacted.
Our future depends on the continued contributions of Dennis Mancino, our sole officer and director, who would be difficult to replace. Mr. Mancinos services are critical to the management of our business and operations. We do not maintain key man life insurance on Mr. Mancino. Should we lose the services of Mr. Mancino, we may be unable to replace his services with equally competent and experienced personnel and our operational goals and strategies may be adversely affected, which will negatively affect our potential revenues.
We incur costs and management time related expenses pertaining to SEC reporting obligations and SEC compliance matters and our management has no experience in such matters.
Dennis Mancino, our sole officer and director is responsible for our compliance with SEC reporting obligations and maintaining disclosure controls and procedures and internal control over financial reporting. These public reporting requirements and controls are relatively new to these individuals and at times will require us to obtain outside assistance from legal, accounting or other professionals that will increase our costs of doing business. Our obligations as an SEC reporting company may require significant management time which will reduce the amount of time our sole officer and director can dedicate to our operations which could reduce our revenues and profitability. Should we fail to comply with SEC reporting and internal controls and procedures, we may be subject to securities law violations that may result in additional compliance costs or costs associated with SEC judgments or fines, each of which would increase our costs and negatively affect our potential profitability and our ability to conduct our business.
Because we do not have an audit or compensation committee, shareholders must rely on our sole director Dennis Mancino, who is not independent, to perform these functions.
We have only one officer and director. We do not have an audit or compensation committee or Board of Directors as a whole that is composed of independent directors. Because Dennis Mancino, our sole director, is also our sole officer and controlling shareholder, he is not independent. There is a potential conflict between his interests, our interests and our shareholders interests, since our sole director is also our sole officer and he will make decisions concerning his own compensation and audit issues. Until we have an audit or compensation committee or independent directors, there may be less oversight of Mr. Mancinos decisions and activities and little or no ability for our minority shareholders to challenge or reverse his activities and decisions, even if they are not in the best interests of minority shareholders.
Our sole officer and director has voting control over all matters submitted to a vote of our common stockholders, which will prevent our minority shareholders from having the ability to control any of our corporate actions.
As of the date of December 31, 2016 and March 30, 2017, we had 9,532,631 and 9,540,630 shares of common stock outstanding, respectively, each entitled to one (1) vote per share. Our President, Chief Executive Officer and Director, Dennis Mancino controls 7,200,000 shares. As such, the aggregate number of common shares controlled by Mr. Mancino effectively entitles him to vote approximately 78% of our outstanding common shares on all matters submitted to a vote of our common stockholders. As a result, he has the ability to determine the outcome of all matters submitted to our stockholders for approval, including the election of directors. Mr. Mancinos control of our voting securities may make it impossible to complete some corporate transactions without his support and may prevent a change in our control. In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.
11
Risks Related to Our Common Stock
We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.
The SEC has adopted regulations which generally define so-called penny stocks to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our common stock will be a penny stock, and we will become subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchasers written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our common shares and may affect the ability of purchasers to sell any of our common shares in the secondary market.
For any transaction (other than an exempt transaction) involving a penny stock, the rules require delivery, prior to such transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made regarding sales commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.
We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock is exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.
Sales of our common stock under Rule 144 could reduce the price of our stock.
In general, persons holding restricted securities in a SEC reporting company, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any ninety (90) day period, and must resell the shares in an unsolicited brokerage transaction at the market price. If substantial amounts of our common stock become available for resale under Rule 144, prevailing market prices for our common stock will be reduced.
We may, in the future, issue additional securities, which would reduce investors percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize us to issue 90,000,000 shares of common stock and 10,000,000 shares of blank check preferred stock. As of December 31, 2016 and March 30, 2017 we had 9,532,631 and 9,540,630 shares of common stock and no preferred shares outstanding, respectively. Accordingly, we may issue up to an additional 80,549,370 shares of common stock and 10,000,000 shares of blank check preferred stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders, and might have an adverse effect on any trading market for our common stock. Our Board of Directors may designate the rights, terms and preferences of our authorized but unissued preferred shares at its discretion including conversion and voting preferences without notice to our shareholders.
12
There is no assurance of a public market or that our common stock will ever trade on a recognized stock exchange. Therefore, you may be unable to liquidate your investment in our stock.
There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA for our shares to be quoted by the OTC Markets OTCQB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the sole discretion of our Board of Directors after considering whether we have generated sufficient revenues, our financial condition, operating results, cash needs, growth plans and other factors. Accordingly, investors that are seeking cash dividends should not purchase our common stock.
As an issuer of penny stock the protection provided by the federal securities laws relating to forward looking statements does not apply to us.
Although the federal securities law provides a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, if we are a penny stock we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.
We are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an "emerging growth company," as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments, not previously approved. We could be an emerging growth company for up to five (5) years, although we could lose that status sooner if our revenues exceed $1,000,000,000, if we issue more than $1,000,000,000 in non-convertible debt in a three (3) year period, or if the market value of our common stock held by non-affiliates exceeds $100,000,000 as of any April 30
th
date before that time, in which case we would no longer be an emerging growth company as of the following April 30
th
. We cannot predict whether investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
13
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.