The term "foreign private issuer" means any foreign issuer other than a foreign government meeting the following conditions:

• More than 50 percent of the outstanding voting securities of such issuer are NOT HELD of record either directly or through voting trust certificates or depositary receipts by residents of the United States; and

Any of the following:

• The majority of the executive officers or directors are NOT United States citizens or residents,
  
• More than 50 percent of the assets of the issuer are NOT located in the United States, or
  
• The business of the issuer is NOT administered principally in the United States.

For the purpose of this paragraph, the term "resident," as applied to security holders, shall mean any person whose address appears on the records of the issuer, the voting trustee, or the depositary as being located in the United States

Registration Form:

• FORM 20-F
  If sufficient number of non-affiliated shareholders [50 or more] own sufficient amounts of free-trading, two year old, 144[k] stock [250,000 or more shares relatively equally distributed.
  
• FORM F-1
  Used for registering stock of non-affiliated shareholders for resale if Form 20-F isn’t available.

Differences from domestic issuer requirements:

• No 10-Q’s are required to be filed. Just a Form 20-F as an annual report. Not due until 6 months after fiscal year end.
  
• No 8-K’s are required. However Form 6-K must be filed for information distributed to shareholders
  
• No proxy solicitation Schedule 14A or 14C required.
  
• No Forms 3, 4, 5 or 13 D/G required Insiders not subject to Section 16b short swing profit rules
  
• You must provide audited financial statements for the last 3 years, but a balance sheet for the earliest of the 3 years is not required. Audit must be dated within 12 months of filing.
  
• Interim financials: If the document is dated more than nine months after the end of the last audited financial year, it should contain consolidated interim financial statements, which may be unaudited (in which case that fact should be stated), covering at least the first six months of the financial year.