Sec Form 1a Regulation A Offering Statement (Page 25 of 29) in pdf

dated statements of income, cash ﬂows, and changes in stockholders’ equity for each of the two ﬁ scal years

preceding the date of the most recent balance sheet being ﬁled or such shorter period as the issuer has been in

existence. If a consolidated interim balance sheet is required by (b)(3) above, consolidated interim statements

of income and cash ﬂows shall be provided and must cover at least the ﬁrst six months of the issuer’s ﬁ scal year

and the corresponding period of the preceding ﬁscal year.

(5) Interim ﬁnancial statements. Interim ﬁnancial statements may be condensed as described in Rule

8-03(a) of Regulation S-X. The interim income statements must be accompanied by a statement that in the opin-

ion of management all adjustments necessary in order to make the interim ﬁnancial statements not misleading

have been included.

(6) Oil and Gas Producing Activities. Issuers engaged in oil and gas producing activities must follow

the ﬁnancial accounting and reporting standards speciﬁed in Rule 4-10 of Regulation S-X.

(7) Financial Statements of Other Entities. The circumstances described below may require you to ﬁle

ﬁnancial statements of other entities in the offering statement. The ﬁnancial statements of other entities must be

presented for the same periods as if the other entity was the issuer as described above in paragraphs (b)(3) and

(b)(4) unless a shorter period is speciﬁed by the rules below. The ﬁnancial statement of other entities shall fol-

low the same audit requirement as paragraph (b)(2) of this Part F/S.

(i) Financial Statements of Guarantors and Issuers of Guaranteed Securities. Financial state-

ments of a subsidiary that issues securities guaranteed by the parent or guarantees securities issued by the parent

must be presented as required by Rule 3-10 of Regulation S-X.

(ii) Financial Statements of Afﬁliates Whose Securities Collateralize an Issuance. Financial

statements for an i

ssuer’s afﬁliates whose securities constitute a substantial portion of the collateral for any

class of securities being offered must be presented as required by Rule 3-16 of Regulation S-X.

(iii) Financial Statements of Businesses Acquired or to be Acquired. File the ﬁ nancial statements

required by Rule 8-04 of Regulation S-X.

(iv) Pro Forma Financial Information. If ﬁnancial statements are presented under paragraph (b)(7)(iii)

above, ﬁle pro forma information showing the effects of the acquisition as described in Rule 8-05 of Regulation

S-X.

(v) Real Estate Operations Acquired or to be Acquired. File the ﬁnancial information required

by Rule 8-06 of Regulation S-X.

Instructions to paragraph (b) in Part F/S:

1. Issuers should refer to Rule 257(b)(2) to determine whether a special ﬁ nancial report will be required

after qualiﬁcation of the offering statement.

2. If the last day that the ﬁnancial statements included in the offering statement can be accepted, ac-

cording to the age requirements of this item falls on a Saturday, Sunday, or holiday, such offering statement may

be ﬁled on the ﬁrst business day following the last day of the speciﬁed period.

3. As an alternative, an issuer may—but need not—elect to comply with the provisions of paragraph (c).

Sec Form 1a Regulation A Offering Statement Page 25