Sec Form 1a Regulation A Offering Statement (Page 24 of 29) in pdf

Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). If the ﬁnancial

statements comply with IFRS, such compliance must be explicitly and unreservedly stated in the notes to the

ﬁnancial statements and if the ﬁnancial statements are audited, the auditor’s report must include an opinion on

whether the ﬁnancial statements comply with IFRS as issued by the IASB.

(3) The issuer may elect to delay complying with any new or revised ﬁnancial accounting standard until

the date that a company that is not an issuer (as deﬁned under section 2(a) of the Sarbanes-Oxley Act of 2002

(15 U.S.C. 7201(a)) is required to comply with such new or revised accounting standard, if such standard also

applies to companies that are not issuers. Issuers electing such extension of time accommodation must disclose

it at the time the issuer ﬁles its offering statement and apply the election to all standards. Issuers electing not to

use this accommodation must forgo this accommodation for all ﬁnancial accounting standards and may not elect

to rely on this accommodation in any future ﬁlings.

(b) Financial Statements for Tier 1 Offerings

(1) The ﬁnancial statements prepared pursuant to this paragraph (b), including (b)(7), need not be pre-

pared in accordance with Regulation S-X.

(2) The ﬁnancial statements prepared pursuant to paragraph (b), including (b)(7), need not be audited.

If the ﬁnancial statements are not audited, they shall be labeled as “unaudited”. However, if an audit of these

ﬁnancial statements is obtained for other purposes and that audit was performed in accordance with either U.S.

generally accepted auditing standards or the Standards of the Public Company Accounting Oversight Board by

an auditor that is independent pursuant to either the independence standards of the American Institute of Certi-

ﬁed Public Accountants (AICPA) or Rule 2 01 of Regulation S-X, those audited ﬁnancial statements must be

ﬁled, and an audit opinion complying with Rule 2-02 of Regulation S-X must be ﬁled along with such ﬁnancial

statements. The auditor may, but need not, be registered with the Public Company Accounting Oversight Board.

(3) Consolidated Balance Sheets. Age of balance sheets at ﬁling and at qualiﬁcation:

(A) If the ﬁling is made, or the offering statement is qualiﬁed, more than three months but no

more than nine months after the most recently completed ﬁscal year end, include a balance sheet as of the two

most recently completed ﬁscal year ends.

(B) If the ﬁling is made, or the offering statement is qualiﬁed, more than nine months after the

most recently completed ﬁscal year end, include a balance sheet as of the two most recently completed ﬁscal

year ends and an interim balance sheet as of a date no earlier than six months after the most recently completed

ﬁscal year end.

recently completed ﬁscal year end, include a balance sheet as of the two ﬁscal year ends preceding the most

recently completed ﬁscal year end and an interim balance sheet as of a date no earlier than six months after the

date of the most recent ﬁscal year end balance sheet that is required.

(D) If the ﬁling is made, or the offering statement is qualiﬁed, during the period from inception

until three months after reaching the annual balance sheet date for the ﬁrst time, include a balance sheet as of a

date within nine months of ﬁling or qualiﬁcation.

(4) Statements of comprehensive income, cash ﬂ ows, and changes in stockholders’ equity. File consoli-

Sec Form 1a Regulation A Offering Statement Page 24