Form 10SB12B Files Dataset

The Form 10SB12B Files Dataset is a closed historical archive of small-business Exchange Act registration statements filed on Form 10SB12B and Form 10SB12B/A between May 1996 and the form's discontinuation on February 4, 2008. Each record represents a single EDGAR submission — either an original registration statement or a sequential amendment — captured at the granularity of one accession number and packaged as a directory containing a normalized metadata.json plus every text, HTML, and PDF document the filer attached to that submission. The filer in every record is the issuer itself, a "small business issuer" meeting the Regulation S-B revenue and public-float thresholds, registering a class of securities under Section 12(b) of the Securities Exchange Act of 1934 in connection with listing on a national securities exchange. Records are grouped into monthly ZIP containers keyed by YYYY/YYYY-MM.zip, and the dataset is distributed in that container format with TXT, JSON, HTML, and PDF file types preserved inside each record.

Update Frequency
Daily
Updated at
2026-04-15
Earliest Sample Date
1996-05-01
Total Size
28.1 MB
Total Records
2,334
Container Format
ZIP
Content Types
TXT, JSON, HTML, PDF
Form Types
10SB12B, 10SB12B/A

Dataset APIs

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Dataset Index JSON API

Download the entire dataset as a single archive file.

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Dataset Files

108 files · 28.1 MB
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What This Dataset Contains

The dataset captures every accession accepted on Form 10SB12B or Form 10SB12B/A between May 1996 and the form's discontinuation on February 4, 2008, preserving the as-submitted EDGAR artifact rather than a re-rendered view. Form 10SB12B was the small-business registration statement used to register a class of securities under Section 12(b) of the Securities Exchange Act of 1934 — the Section 12 branch governing securities listed on a national securities exchange. It is the Regulation S-B counterpart to Form 10-12B: available only to "small business issuers," defined under Regulation S-B as U.S. or Canadian issuers with both annual revenues and public float below $25 million, excluding investment companies and majority-owned subsidiaries of non-small-business parents. Where Form 10-12B drew its disclosure content from Regulation S-K, Form 10SB12B drew from the scaled Regulation S-B disclosure set, producing a shorter and less financially burdensome registration statement while still effecting Exchange Act registration and triggering the continuous reporting obligations that follow (Forms 10-KSB, 10-QSB, 8-K).

The /A variant is a pre-effective or post-effective amendment, typically used to respond to SEC staff comments, refresh stale financial statements, correct errors, or supply missing exhibits. The form was eliminated effective February 4, 2008 as part of the Regulation S-K / Regulation S-B integration project; scaled disclosure thereafter moved into standard Form 10 under the "smaller reporting company" framework. The dataset is therefore a closed historical population: every record lives inside the 1996–2008 window and no new registration activity is added beyond the February 4, 2008 cutover.

Included, for every accession inside that window:

  • metadata.json with the full normalized submission header.
  • Every text, HTML, and PDF document attached to the submission, preserved under its original EDGAR filename and with its original SGML wrapper intact.

Excluded:

  • Image binaries (GIF, JPEG, etc.) that were present in the original submission; these are dropped to keep records compact and text-extraction-friendly.
  • XBRL / interactive data — this form was discontinued before the XBRL mandate reached it, so linkToXbrl is empty and dataFiles is an empty array in every record. No inline XBRL attributes appear in the HTML payloads.
  • Any merging across accessions — original filings and their amendments are independent records, and reconstructing the effective registration requires reading the amendment in conjunction with the prior filing it amends.

Content Structure of a Single Record

One record is a single Form 10SB12B or Form 10SB12B/A submission accepted by EDGAR, captured at the granularity of one accession number. Each record is materialized as a folder whose name is the 18-digit accession number with dashes stripped (for example, accession 0001090396-06-000009 becomes the folder 000109039606000009). Inside the folder sit a metadata.json file describing the EDGAR submission header and every document the filer attached to that submission — the primary registration statement and all exhibits — each preserved under its original EDGAR-supplied filename. Records are grouped into monthly ZIP containers keyed by YYYY/YYYY-MM.zip; a registration filed in August 2006 therefore lives inside 2006/2006-08.zip. An original filing (form type 10SB12B) and any amendment to it (form type 10SB12B/A) are always stored as independent records with separate accession numbers. The dataset never merges an amendment into its parent filing.

A record is a small, flat directory with two logical layers:

  1. Filing-level metadata — a single metadata.json at the top.
  2. Document payloads — one file per document attached to the EDGAR submission, each preserved with its EDGAR SGML wrapper intact.

metadata.json is a JSON-normalized projection of the EDGAR submission header: it identifies the accession, the form type, the filing timestamp, the registrant and any co-parties, and catalogs every attached document with its SGML sequence, type label, byte size, and SEC.gov URL.

The document payloads are led by the primary document — the body of the registration statement — which is an .htm/.html file in post-1998 filings and a .txt file in earlier submissions. The primary document is followed by exhibit files (articles and bylaws, material contracts, legal opinions, consents, subsidiary lists, and so on). Image binaries that were present in the original EDGAR submission are excluded; text, HTML, and PDF documents remain.

Each document file is not a bare HTML or text file: it retains the EDGAR SGML wrapper that bracketed the document inside the complete submission .txt. A <DOCUMENT> open tag is followed by a short block of bare, newline-terminated pseudo-tags — <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION> — and then a <TEXT>...</TEXT> block carrying the payload (an HTML tree, raw text, or a uuencoded PDF inside a nested <PDF>...</PDF> block), closed by </DOCUMENT>. The record is therefore faithful to the as-submitted EDGAR artifact rather than a re-rendered view.

Section-by-section anatomy of the Form 10SB12B body

The body of a Form 10SB12B follows a standardized Item set defined by the form itself, with the content of each Item drawn from Regulation S-B. The filing is organized into two numbered Parts, a financial-statements block (Part F/S), an exhibit block (Part III), and a signatures block.

Cover page

The cover identifies the registrant exactly as filed (name, state of incorporation, IRS employer identification number, principal executive office address and telephone, and the securities to be registered on which exchange), states that the registration is made under Section 12(b), and indicates whether the filing is an original or an amendment.

Part I — Information required in the registration statement

  • Item 1. Description of Business. Narrative description of the issuer under Item 101 of Regulation S-B: business history, principal products or services, markets, distribution methods, competition, raw materials and suppliers, intellectual property, regulatory environment, employees, and — where material — research and development, environmental matters, and customer concentration. Because this is scaled-disclosure small-business content, the narrative is typically more compact than an Item 101 discussion under Regulation S-K.
  • Item 2. Management's Discussion and Analysis or Plan of Operation. The Item 303 Regulation S-B MD&A-equivalent. Issuers with less than two fiscal years of operations file a forward-looking "plan of operation" describing cash requirements for the next twelve months and the milestones the issuer expects to reach. Operating issuers discuss results of operations, liquidity, and capital resources across the two most recent fiscal years, together with any known trends or uncertainties material to the issuer's financial condition.
  • Item 3. Description of Property. Inventory of principal physical properties, their location, the nature of ownership (owned versus leased), and — for issuers holding material real estate — per-property detail.
  • Item 4. Security Ownership of Certain Beneficial Owners and Management. Beneficial ownership table identifying 5% holders, each director and executive officer, and the group as a whole, with share counts and percentages computed under Rule 13d-3.
  • Item 5. Directors, Executive Officers, Promoters and Control Persons. Biographical sketches of directors and executive officers — ages, positions, five-year business history — plus family relationships, any promoter or control-person relationships, and disclosure of specified legal proceedings involving those persons within the past five years.
  • Item 6. Executive Compensation. Scaled compensation disclosure under Item 402 of Regulation S-B: a summary compensation table for the CEO and up to four other highly compensated executive officers earning above the threshold, option grants, aggregated option exercises and year-end values, and director compensation. Historically the scaled table carried fewer columns and a shorter look-back than its Regulation S-K analogue; the 2006 executive-compensation reform reshaped this section in filings from 2007 onward (see "Structural evolution" below).
  • Item 7. Certain Relationships and Related Transactions. Related-party transaction disclosure under Item 404 of Regulation S-B covering transactions above the prescribed dollar threshold involving directors, officers, 5% holders, and their affiliates, together with any parent-subsidiary or promoter arrangements.
  • Item 8. Description of Securities. Terms of the class of securities being registered — common stock, preferred stock, debt, warrants — including voting rights, dividend rights, liquidation preferences, redemption and conversion features, anti-takeover provisions in the charter and bylaws, and identification of the transfer agent and registrar.

Part II — Information not required in the prospectus

  • Item 1. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters. Trading market (OTC Bulletin Board, Pink Sheets, or exchange), quarterly price ranges, approximate number of holders of record, dividend history, and restrictions on the issuer's ability to pay dividends.
  • Item 2. Legal Proceedings. Material pending legal proceedings other than ordinary routine litigation incidental to the business.
  • Item 3. Changes in and Disagreements with Accountants. Disclosure of auditor changes or reportable disagreements in the two most recent fiscal years, paralleling Item 304 of Regulation S-B; a corresponding EX-16 letter from the former accountant is attached when a change is reported.
  • Item 4. Recent Sales of Unregistered Securities. Dated list of private placements and other unregistered issuances within the past three years, identifying purchaser class, consideration, and the exemption relied upon (typically Section 4(2), Regulation D, or Regulation S).
  • Item 5. Indemnification of Directors and Officers. Summary of statutory, charter, and bylaw indemnification provisions, and any indemnification agreements or D&O insurance arrangements.

Part F/S — Financial statements

Audited financial statements prepared in accordance with U.S. GAAP, audited by an independent accountant (PCAOB-registered after PCAOB registration took effect). For small-business issuers, Item 310 of Regulation S-B imposes a notably scaled set compared with Regulation S-X:

  • Balance sheets as of the end of the most recent fiscal year, audited. An unaudited interim balance sheet is required when the registration is filed mid-year and the most recent audited balance sheet is more than 134 days old.
  • Statements of operations, cash flows, and stockholders' equity for each of the two most recent fiscal years, audited — versus the three-year requirement under Regulation S-X Rule 3-02.
  • Notes to the financial statements, including significant accounting policies, commitments and contingencies, related-party transactions, stock-based compensation, and income taxes.
  • Independent accountant's report.
  • Interim (unaudited) financial statements with a comparative prior-period presentation where the 134-day rule triggers them.

Item 310(b)–(c) of Regulation S-B preserves pro forma financial information for significant business combinations and separate financial statements of significant acquired or to-be-acquired businesses, but applies scaled significance tests and scaled reporting periods.

Part III — Exhibits

Exhibits required by Item 601 of Regulation S-B are enumerated on an exhibit index at the end of the body and physically attached as separate <DOCUMENT> blocks inside the submission. Exhibit numbers commonly encountered in Form 10SB12B submissions include:

  • EX-2 — plan of acquisition, reorganization, arrangement, liquidation, or succession
  • EX-3.1 / EX-3.2 — articles of incorporation (as currently in effect) and bylaws
  • EX-4 — instruments defining the rights of security holders, including specimen certificates and warrant agreements
  • EX-10 — material contracts (employment agreements, leases, financing agreements, license agreements)
  • EX-14 — code of ethics (where required post-SOX)
  • EX-16 — letter from a former accountant when an auditor change is disclosed
  • EX-21 — list of subsidiaries of the registrant
  • EX-23 — consents of experts and counsel, most commonly the independent accountant's consent
  • EX-27 — financial data schedule (required in early EDGAR-era filings, phased out in 2001)
  • EX-99 — additional exhibits, frequently used for press releases, supporting documents, or items that do not fit elsewhere

Signatures

The registrant signs, and — in accordance with the form's instructions — the principal executive officer, principal financial officer, and a majority of the board of directors sign, with each signer's name, capacity, and date of signature.

What metadata.json contains

metadata.json is a JSON-normalized projection of the EDGAR submission header keyed to the accession. Its principal fields are:

  • formType — either "10SB12B" or "10SB12B/A".
  • accessionNo — the canonical dashed 18-digit accession identifier.
  • description — the human-readable form description, e.g. "Form 10SB12B - Registration of securities for small business [Section 12(b)]", with an [Amend] variant for amendments.
  • filedAt — ISO-8601 filing timestamp with Eastern-time zone offset.
  • linkToFilingDetails, linkToHtml, linkToTxt, linkToXbrl — absolute SEC.gov URLs to the primary document, the EDGAR filing index page, the full SGML submission text, and the XBRL attachment respectively. linkToXbrl is always empty in this dataset because Form 10SB12B predates the interactive-data mandate.
  • id — a 32-hex content hash used as an internal identifier.
  • documentFormatFiles — one entry per attached document, each carrying sequence (SGML sequence number; blank for the complete-submission text file), type (the SGML <TYPE> label such as 10SB12B or EX-23.1), description, size as a string byte count, and documentUrl.
  • dataFiles — an array of structured data attachments; always empty here because no XBRL applies to this form.
  • entities — one entry per party tied to the filing. Each entity carries companyName with a parenthesized role suffix such as (Filer), (Subject), or (Co-Registrant); the 10-digit zero-padded cik; the filing-role type; the Exchange Act reference act (typically "34"); the SEC fileNo; the EDGAR filmNo; the sic string with industry description (with EDGAR's original HTML-entity encoding such as &amp; preserved); the two-letter stateOfIncorporation; fiscalYearEnd as MMDD; irsNo; and a tickers array of symbols active at filing time.

The SGML document wrapper

Each document inside a record retains the EDGAR SGML wrapper that bracketed it inside the complete submission .txt. A document begins with <DOCUMENT> and closes with </DOCUMENT>. Between them, a short block of bare, newline-terminated pseudo-tags carries document-level metadata — <TYPE> (EDGAR type label such as 10SB12B, 10SB12B/A, EX-3.1, EX-23.1, EX-99.1), <SEQUENCE> (position in the submission), <FILENAME> (the filer-supplied filename), and <DESCRIPTION> (a short human label). The payload sits inside a <TEXT>...</TEXT> block: an <HTML>...</HTML> tree for HTML attachments, raw text for plain-text attachments, and a uuencoded block (typically inside a nested <PDF>...</PDF> wrapper) for PDF attachments. For amendment records, the primary document's <TYPE> reads 10SB12B/A rather than 10SB12B.

The pseudo-tags are not valid XML or strict SGML — they are bare key-value lines until the <TEXT> payload begins — so extractors should split on the tag names rather than attempt full SGML parsing.

Structural evolution across the form's lifetime

Several content dimensions of Form 10SB12B evolve visibly across 1996–2008:

  • Regulation S-B baseline already in place. Regulation S-B was adopted in 1992, so the scaled-disclosure framework (Item 310 financial statements; scaled Items 101/303/402/404) was already established when the dataset begins in 1996. All records sit within this framework.
  • Sarbanes-Oxley downstream effects (2002–2004). After SOX, EX-23 auditor consents increasingly reference PCAOB-registered firms, audit reports adopt PCAOB reporting language, and later filings carry Item 406-style code-of-ethics disclosure (with corresponding EX-14 attachments) and expanded audit-committee-financial-expert and governance disclosures tracking the Item 407 analogues.
  • Executive compensation reform (2006). The SEC's 2006 executive-compensation and related-person overhaul eventually reached small-business issuers, so Item 6 in 2007–2008 filings uses the redesigned summary compensation table, the grants of plan-based awards table, and the outstanding equity awards at fiscal year-end table, in place of the older scaled layout used in 1996–2005.
  • Discontinuation transition (2008). Form 10SB12B was eliminated effective February 4, 2008; the dataset therefore terminates in early 2008 with no later activity. Issuers that would previously have used Form 10SB12B migrated to standard Form 10 under the "smaller reporting company" scaled-disclosure regime within Regulation S-K.

Format evolution of the primary document

  • 1996 – mid-1998, ASCII/SGML-only era. Early filings are plain-text .txt documents inside the SGML wrapper. Financial statements appear as fixed-width ASCII tables; exhibits are attached as additional .txt <DOCUMENT> blocks. Financial Data Schedules (EX-27) appear during this period.
  • Mid-1998 onward, HTML-acceptable era. EDGAR began accepting HTML as an official filing format in 1998. Filings from this point increasingly use .htm/.html primary documents inside the same SGML wrapper, with styled text, proper <TABLE> structures, and embedded anchors replacing ASCII grids.
  • PDF as unofficial supplement. PDF attachments appear as supplementary copies of specific exhibits — often scanned material contracts, bylaws, or legal opinions — carried as separate <DOCUMENT> blocks with uuencoded payloads inside the SGML wrapper. The dataset preserves these as decoded files inside the record folder.
  • Original filenames preserved. Regardless of era, each document keeps the exact filename the filer supplied to EDGAR, which is why exhibit files are heterogeneously named across issuers (exhibit3-1.htm, ex23_1.txt, bylaws.pdf, and so on).

Interpretation and extraction notes

  • Amendments stand alone. A 10SB12B/A record is self-contained: the amendment body may re-present the entire registration statement or may carry only amended pages and exhibits, depending on the filer's practice. Reconstruct the effective registration content by tracing the chain of accessions under the same issuer CIK and SEC file number.
  • Exhibit index versus physical exhibits. The exhibit index inside the body lists all required exhibits, flagging each as "filed herewith" or "previously filed." Only the "filed herewith" exhibits are present as <DOCUMENT> blocks in the submission; previously filed exhibits must be retrieved from the earlier filing referenced.
  • Incorporation by reference is uncommon. Because Form 10SB12B is usually the issuer's first Exchange Act filing, the disclosure is typically included in full rather than incorporated by reference. Where incorporation occurs, it generally points to contemporaneous or previously filed registration statements by the same issuer.
  • HTML entity encoding. EDGAR-supplied strings such as the SIC description retain HTML entity encoding (for example &amp;); decode them before rendering.
  • Role suffix authority. The role embedded in companyName ((Filer), (Subject), (Co-Registrant)) is the authoritative indicator of each party's role. Multi-registrant 10SB12B submissions list each co-registrant as a separate entities entry.
  • Timestamp time zones. filedAt is fully timezone-qualified in Eastern time, reflecting EDGAR's canonical filing-time semantics; preserve the offset when converting to UTC.
  • Scale expectations. Because the form is restricted to issuers below the Regulation S-B revenue and float thresholds, records skew smaller in byte size than Form 10-12B equivalents, and the depth of financial-statement disclosure, executive-compensation table breadth, and related-party reporting scope all reflect the scaled Item 310, 402, and 404 requirements rather than the full Regulation S-K regime.

Who Files or Publishes This Dataset, and When

Each record is an Exchange Act registration statement (or an amendment to one) filed by a small business issuer to register a class of securities under Section 12(b) of the Securities Exchange Act of 1934 in connection with listing that class on a national securities exchange. The filer is the issuer itself, acting as the registrant subjecting itself to Exchange Act periodic reporting. Form 10SB12B/A records are amendments filed by the same issuer to correct, supplement, or respond to SEC staff comments on the original Form 10SB12B.

Who qualified as a small business issuer

Form 10SB12B was available only to issuers meeting the Regulation S-B (17 CFR 228) definition of a small business issuer. Under Item 10(a)(1) of Regulation S-B, the issuer had to be a U.S. or Canadian company with:

  • revenues under $25 million in its most recent fiscal year,
  • a public float under $25 million (aggregate market value of voting and non-voting common equity held by non-affiliates),
  • not be an investment company, and
  • if a majority-owned subsidiary, have a parent that also qualified.

Ineligible parties used different regimes: larger domestic operating companies used Form 10-12B; foreign private issuers used Form 20-FR12B; investment companies used the Form N-series. An eligible issuer could elect the full Regulation S-K / Form 10-12B path instead, but most chose the scaled SB regime to reduce disclosure burden.

What triggers the filing

The triggering event is the issuer's listing, or pending admission to listing, of a class of securities on a national securities exchange (historically NYSE, AMEX, and later Nasdaq tiers once Nasdaq became a registered exchange). Section 12(b) prohibits an exchange from listing a class until the issuer has filed a registration statement and the SEC has permitted it to become effective.

This is a one-time, event-driven filing, not a periodic report. One Form 10SB12B is filed per class of securities registered per listing event. After effectiveness, the issuer becomes subject to Exchange Act periodic reporting (historically on Forms 10-KSB and 10-QSB while still a small business issuer).

When effectiveness occurs

Timing is governed by Section 12(d) of the Exchange Act. Once the exchange certifies to the SEC that the security has been approved for listing, the registration statement becomes automatically effective 30 days later (or sooner if the SEC accelerates). The commonly cited 60-day window reflects the outer statutory period for Commission action before the filing becomes effective by operation of law, absent a stop order or withdrawal.

Form 10SB12B/A amendments are filed when:

  • SEC staff issue comments requiring response,
  • the issuer corrects errors, updates financial statements, or revises disclosure,
  • the issuer tolls or restarts the effectiveness clock, or
  • the issuer voluntarily supplements disclosure before effectiveness.

Each amendment carries a sequential number and supplements or replaces prior content.

Discontinuation and transition to Form 10

The SEC discontinued Regulation S-B and the SB form family effective February 4, 2008 through Release No. 33-8876 ("Smaller Reporting Company Regulatory Relief and Simplification"). That rulemaking:

  • rescinded Form 10SB12B on EDGAR for new filings,
  • replaced the $25 million revenues/float tests with the broader "smaller reporting company" concept (initially keyed to a public float under $75 million, later revised),
  • integrated scaled disclosure directly into Regulation S-K and Regulation S-X, and
  • moved ongoing reporting for smaller issuers from Forms 10-KSB and 10-QSB to standard Forms 10-K and 10-Q with scaled accommodations.

After February 4, 2008, an issuer that previously would have filed Form 10SB12B instead files Form 10 (designated 10-12B when used for Section 12(b) exchange listing) with scaled smaller-reporting-company disclosures. This dataset is therefore a closed historical population, covering Form 10SB12B and 10SB12B/A submissions transmitted to EDGAR from the mid-1990s through the 2008 rescission. Stray post-rescission 10SB12B/A entries typically reflect cleanup of pre-rescission filings, not new registration activity.

Important distinctions for identifying the filer

  • 10SB12B vs. 10SB12G. Form 10SB12B registers a class under Section 12(b) for exchange listing. Form 10SB12G registers a class under Section 12(g) because the issuer crossed the asset and record-holder thresholds without any exchange listing. The two populations are disjoint.
  • 10SB12B vs. 10-12B. Form 10-12B is the full-disclosure counterpart for issuers above the $25 million revenues or public float thresholds, or those electing out of Regulation S-B.
  • Foreign private issuers. FPIs (other than qualifying Canadian issuers) were ineligible for Regulation S-B and used Form 20-FR12B for Section 12(b) registration.
  • Investment companies. Registered investment companies used the Form N-series, not Form 10SB12B.
  • Filer vs. exchange. Only the issuer's registration statement is in this dataset. The exchange's listing certification to the SEC, which starts the Section 12(d) effectiveness clock, is a separate submission.
  • Registrant vs. persons inside the filing. The issuer is the sole filer. Directors, officers, principal shareholders, auditors, and counsel appear within the disclosure but do not file Form 10SB12B themselves; their insider transactions and beneficial ownership are reported separately on Forms 3, 4, 5, and Schedules 13D/13G.

How This Dataset Differs From Similar Datasets or Filings

Form 10SB12B sits in a narrow cell of the SEC disclosure matrix: Exchange Act Section 12(b) registration, small business issuer under Regulation S-B, initial (not periodic), filed between May 1996 and February 4, 2008. The forms most easily confused with it vary along one of four axes: Section 12(b) vs 12(g), Regulation S-B vs S-K/S-X, initial registration vs periodic reporting, and pre-2008 vs post-2008.

Form 10-12B — standard Section 12(b) registration

The non-small-business counterpart. Same statute, same subsection, same listing-driven use case, but disclosure follows Regulation S-K and S-X: three years of audited financials instead of two, fuller MD&A, and more granular executive compensation and related-party tables. Form 10-12B remained available to issuers above the Regulation S-B size thresholds and survived the 2008 reform; Form 10SB12B did not. A 10-12B corpus skews larger, runs continuously to the present, and is denser per filing.

Form 10SB12G — small business Section 12(g) registration

The nearest sibling. Identical disclosure regime (S-B), identical filer population, identical 2008 sunset, and nearly identical document bodies. The only axis that moves is the subsection of Section 12: 12(g) registration is triggered by holders-of-record thresholds and is typically associated with OTC quotation rather than exchange listing. 10SB12G filings are more numerous because most small-business issuers never listed on a national exchange. Structurally interchangeable for disclosure analysis; not interchangeable for listing-event analysis.

Form 10-12G — standard Section 12(g) registration

Completes the four-quadrant grid (12(b) vs 12(g) crossed with small-business vs standard). Differs from Form 10SB12B on two axes at once: subsection (12(g) rather than 12(b)) and disclosure regime (S-K/S-X rather than S-B). Useful only when the research question requires all Section 13 and Section 12 registrations in one frame.

Form 10 (post-2008 unified registration statement)

The successor regime. Effective February 4, 2008, the SEC eliminated Regulation S-B and the separate "SB" forms and absorbed scaled disclosure into the "smaller reporting company" (SRC) accommodations inside S-K. Three substantive changes matter for continuity:

  • Size test: Regulation S-B used revenue and public float under $25 million; SRC status was defined by public float under $75 million (later adjusted). The populations overlap but are not coextensive.
  • Scaled rules: moved from a standalone regulation into line-item accommodations within S-K.
  • Subsection labeling: a single Form 10-12G is used, with the filer checking 12(b) or 12(g) inside the form rather than selecting a distinctly named form.

For longitudinal work across the 2008 cutover, pre-2008 Form 10SB12B filings and post-2008 Form 10 filings by SRCs must be stitched together deliberately; they are not a single series.

Form SB-2 — small business Securities Act registration

Often confused with Form 10SB12B because both use Regulation S-B and both serve small business issuers. The statute differs. Form SB-2 is a Securities Act (1933) registration of an offering, producing a prospectus for a specific sale of securities. Form 10SB12B is an Exchange Act (1934) registration of a class of securities, triggering Section 13 periodic reporting. The two are frequently filed in sequence by the same issuer (capital raise, then listing/reporting onset), but they capture different events and cannot substitute for each other.

Forms 10-KSB and 10-QSB — small business periodic reports

Share the filer population, disclosure regime, and 2008 sunset with Form 10SB12B, but differ on the initial-vs-periodic axis. Form 10SB12B is filed once at registration; 10-KSB and 10-QSB are filed repeatedly thereafter. Content overlaps (business description, MD&A, financials), but the periodic forms reflect ongoing operating history rather than the baseline disclosure established at registration. At the issuer level, a 10SB12B filing typically seeds a stream of 10-KSB/10-QSB filings through 2008, which then transitions to 10-K/10-Q under SRC rules.

Form 8-A12B — simplified Section 12(b) registration

Same statute and subsection as Form 10SB12B, but short-form: used when the issuer is already an Exchange Act reporter or can incorporate disclosure from a recent Securities Act filing (e.g., an effective Form S-1 or SB-2). An Form 8-A12B filing contains almost no standalone narrative or financials and serves primarily as the listing registration mechanic. Good for identifying exchange-listing events; not a source of issuer-level disclosure content.

Boundary summary

Moving one axis at a time from Form 10SB12B lands in a specific neighbor:

  • 12(b) to 12(g): Form 10SB12G
  • S-B to S-K/S-X: Form 10-12B
  • Exchange Act registration to Securities Act offering: Form SB-2
  • Initial to periodic: Forms 10-KSB and 10-QSB
  • Pre-2008 to post-2008: Form 10 with SRC accommodations
  • Long-form to short-form Section 12(b) registration: Form 8-A12B

Because Form 10SB12B was discontinued and the Regulation S-B size test does not map cleanly onto the later smaller reporting company definition, the dataset is best treated as a closed historical corpus of small-company Section 12(b) Exchange Act registrations rather than the opening segment of an ongoing series. Related datasets complement it but none reproduces its exact combination of subsection, disclosure regime, size threshold, and time window.

Who Uses This Dataset

The closed 1996–2008 window, the fixed Regulation S-B disclosure template, and the original-plus-amendment record structure make the Form 10SB12B Files Dataset a specialized resource for a narrow set of professional workflows.

Securities lawyers and disclosure counsel

Used as a precedent library when drafting scaled-disclosure registration statements for smaller reporting companies today. Counsel mine the business description, risk factors, related-party disclosures, and exhibit packages (charter documents, bylaws, material agreements) for drafting templates, and compare original 10SB12B filings against 10SB12B/A amendments to infer historical staff-comment patterns and expected disclosure depth.

Finance, accounting, and law academics

Treat the corpus as a structured population of small-issuer registrations for 1996 to 2008, avoiding ad-hoc EDGAR sampling. Finance researchers pull audited financials and MD&A to build panels on revenues, losses, and going-concern language for non-IPO entrants. Law and economics researchers compare risk-factor density, governance descriptions, and auditor identity. metadata.json anchors each filing to CIK, accession number, filing date, and reporting period for reproducibility.

Forensic accountants and fraud investigators

Trace the early public histories of shell issuers and reverse-merger vehicles. Investigators cross-reference directors/officers disclosures, audited financials, and subsidiary exhibits to reconstruct ownership chains and surface clusters of shells sharing addresses, officers, auditors, or counsel. MD&A language describing nominal operations, paired with boilerplate exhibit lists, helps separate real small businesses from shells. 10SB12B/A amendments are read for what was added, corrected, or retracted under staff pressure.

Litigation support and e-discovery analysts

Build chronologies for securities class actions, derivative suits, and shareholder disputes. The original 10SB12B fixes what was told to the market at registration; 10SB12B/A amendments document corrections and supplements. Teams extract directors/officers sections to identify defendants and tenure, audited financials to set starting-point positions, and risk factors and MD&A to test disclosure-versus-concealment claims. Exhibits are searched for indemnification terms and related-party contracts.

Microcap analysts and capital markets researchers

Recover the original registration record for issuers that still trade, were acquired, renamed, or absorbed into reverse-merger structures. Business description, properties, and risk factors reveal the originally stated plan; audited financials and MD&A establish the baseline capital structure and share issuance history; the directors and officers section supports background checks on founding management.

M&A and corporate development diligence

Retrieve the original registration record of acquisition targets or candidate shells with long public histories. Diligence teams focus on business description and properties (original purpose), directors/officers (founder and early-board relationships), and exhibits (charter documents, stock plans, early contracts that may still bind the surviving entity). For reverse-merger acquirers, the archive helps verify a shell's clean history and surface dormant liabilities.

Financial historians and regulatory scholars

Study the Regulation S-B scaled-disclosure regime before its 2008 integration into the smaller reporting company framework. The fixed form definition and bounded twelve-year window support longitudinal analysis of disclosure language, auditor concentration, and prevalence of specific business models (early-stage technology, extractive industries, development-stage companies).

RegTech, ML, and RAG teams

Use the corpus as a labeled training and evaluation set. The single form type with predictable sections suits models that segment business description, MD&A, risk factors, financial tables, and exhibit indices. metadata.json supplies reliable labels for form type, filing date, and issuer identity, and the TXT/HTML/PDF mix gives format coverage. RAG teams use the dataset to extend retrieval coverage into the pre-2008 small-issuer segment and to test whether financial LLMs handle scaled-disclosure conventions that diverge from standard Form 10 language.

Specific Use Cases

Building a shell-company screen from Item 1 and Part F/S text

Forensic accountants and microcap investigators extract the Item 1 business description and the audited statements of operations from Part F/S to flag candidate shell issuers. The workflow filters for filings with zero or near-zero revenue across both fiscal years, "plan of operation" language in Item 2, and a minimal EX-10 exhibit list, then clusters candidates on shared EX-3.1 filing agents, shared EX-23.1 auditors, or shared principal-office addresses pulled from the cover page. Output is a ranked list of likely shells with the specific fields that triggered each match.

Mining precedent language for smaller reporting company drafting

Securities counsel query the primary .htm document for Item 1, Item 2 (MD&A or plan of operation), and Item 8 (description of securities) across the Form 10SB12B corpus to assemble a precedent bank for current Form 10 drafts filed by smaller reporting companies. By diffing paired 10SB12B and 10SB12B/A records under the same CIK and SEC file number, counsel infer which sections attracted staff comments (revenue recognition, going concern, related-party disclosure) and adjust first-draft disclosure depth accordingly.

Reconstructing reverse-merger target histories for M&A diligence

Corporate development teams pull a target's original 10SB12B record plus every subsequent 10SB12B/A by CIK from metadata.json, decode the SGML-wrapped EX-3.1, EX-3.2, and EX-10 exhibits, and read Item 4 (beneficial ownership) and Item 5 (directors and officers) to map founding control persons, charter amendments, and dormant contracts that may bind the surviving entity after a reverse merger. Output is a diligence memo identifying pre-merger liabilities, indemnification obligations from Part II Item 5, and original stock plan terms.

Panel construction for academic studies of small-issuer entry

Finance and accounting researchers use metadata.json fields (accessionNo, filedAt, entities[].cik, entities[].sic, entities[].stateOfIncorporation, fiscalYearEnd) to frame a population of non-IPO small-issuer Exchange Act entrants for 1996 to 2008, then extract balance-sheet and cash-flow items from Part F/S and going concern language from the independent accountant's report. The resulting panel supports event studies on post-registration survival, SIC-level entry rates, and the effect of the 2006 executive-compensation reform on Item 6 disclosures in 2007 to 2008 filings.

Auditor concentration and PCAOB-transition tracking

Regulatory scholars parse the EX-23 consent and the independent accountant's report inside Part F/S to extract auditor firm name and location across the full corpus. Joining on filedAt yields time series of auditor market share among Regulation S-B registrants, the rate at which small-issuer auditors adopted PCAOB reporting language after 2003, and the frequency of EX-16 letters signaling auditor changes under Part II Item 3. Output feeds studies of audit-market structure at the microcap tier.

Training and evaluation set for scaled-disclosure NLP

RegTech and RAG teams use the corpus as a labeled segmentation target: the standardized Part I Items 1 through 8, Part II Items 1 through 5, Part F/S, and Part III exhibit index give stable section boundaries, and documentFormatFiles[].type in metadata.json labels each exhibit (EX-3.1, EX-10, EX-21, EX-23, EX-99) for supervised training. The TXT-to-HTML format transition across 1998 and the uuencoded PDF exhibits exercise extractors across three payload formats inside a single SGML wrapper, and the scaled-disclosure language tests whether models tuned on standard Form 10 filings generalize to Regulation S-B vocabulary.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-10sb12b-files.json

Returns dataset-level metadata (name, description, last updated timestamp, earliest sample date, total records, total size, form types covered, container format, and file types) along with the full dataset download URL and a list of all container files with per-container size, record counts, updated timestamps, and download URLs. Use this endpoint to monitor which containers were updated in the most recent refresh and decide which ones to download incrementally on a day-by-day basis.

This endpoint does not require an API key.

Example response:

Example
1 {
2 "datasetId": "1f13365b-9ae0-69d5-a324-e294d474f5b1",
3 "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-10sb12b-files.zip",
4 "name": "Form 10SB12B Files Dataset",
5 "updatedAt": "2026-04-15T12:27:36.844Z",
6 "earliestSampleDate": "1996-05-01",
7 "totalRecords": 2334,
8 "totalSize": 28121721,
9 "formTypes": ["10SB12B", "10SB12B/A"],
10 "containerFormat": "ZIP",
11 "fileTypes": ["TXT", "JSON", "HTML", "PDF"],
12 "containers": [
13 {
14 "downloadUrl": "https://api.sec-api.io/datasets/form-10sb12b-files/2026/2026-03.zip",
15 "key": "2026/2026-03.zip",
16 "size": 412389,
17 "records": 3,
18 "updatedAt": "2026-04-15T12:27:36.844Z"
19 }
20 ]
21 }

Download Entire Dataset: https://api.sec-api.io/datasets/form-10sb12b-files.zip?token=YOUR_API_KEY

Downloads the complete dataset as a single ZIP archive containing all monthly containers from the earliest sample date (1996-05-01) to the latest refresh. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-10sb12b-files/2026/2026-03.zip?token=YOUR_API_KEY

Downloads one individual monthly container ZIP instead of the full archive. Containers are organized by year and month, which makes it easy to fetch only the periods you need. This endpoint requires an API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers Form 10SB12B and its amendment variant Form 10SB12B/A — the small-business Exchange Act registration statement used to register a class of securities under Section 12(b) of the Securities Exchange Act of 1934 in connection with listing on a national securities exchange. Disclosure follows the scaled Regulation S-B framework rather than Regulation S-K.

What does one record in the dataset represent?

One record is a single Form 10SB12B or Form 10SB12B/A submission accepted by EDGAR, identified by an 18-digit accession number. Each record is a folder containing a metadata.json file with the normalized submission header plus every text, HTML, and PDF document the filer attached — the primary registration statement and all exhibits — preserved with their original EDGAR filenames and SGML wrappers.

Who is required to file Form 10SB12B?

The filer is the issuer itself, acting as a "small business issuer" under Regulation S-B — a U.S. or Canadian company with both annual revenues and public float below $25 million, excluding investment companies and certain majority-owned subsidiaries. The filing is triggered by the issuer's listing, or pending admission to listing, of a class of securities on a national securities exchange, and is a one-time, event-driven registration rather than a periodic report.

What time period does the dataset cover, and why does it end in 2008?

The dataset covers filings from May 1996 through February 4, 2008. The SEC discontinued Regulation S-B and the SB form family effective February 4, 2008 through Release No. 33-8876 ("Smaller Reporting Company Regulatory Relief and Simplification"), which rescinded Form 10SB12B on EDGAR for new filings and integrated scaled disclosure into Regulation S-K under the "smaller reporting company" framework. The dataset is therefore a closed historical population.

How does Form 10SB12B differ from Form 10SB12G?

Form 10SB12B registers a class of securities under Section 12(b) for listing on a national securities exchange, while Form 10SB12G registers a class under Section 12(g) because the issuer crossed holders-of-record thresholds without any exchange listing. Both forms share the same Regulation S-B disclosure regime, filer population, and 2008 sunset, but the two populations are disjoint — a given registration falls under one subsection of Section 12 or the other, not both.

Original filings (form type 10SB12B) and amendments (form type 10SB12B/A) are always stored as independent records with separate accession numbers; the dataset never merges an amendment into its parent filing. To reconstruct the effective registration content, trace the chain of accessions sharing the same issuer CIK and SEC file number, and read each amendment alongside the filing it amends.

What file format is the dataset distributed in?

The dataset is distributed as ZIP containers organized by year and month (YYYY/YYYY-MM.zip), each containing the accession-keyed record folders. Inside each record, file types include JSON for the metadata projection, and TXT, HTML, and PDF for the document payloads wrapped in their original EDGAR SGML <DOCUMENT> blocks. Image binaries and XBRL data are not included — Form 10SB12B predates the interactive-data mandate, so linkToXbrl is empty and dataFiles is an empty array in every record.