Sec Form 1a Regulation A Offering Statement (Page 26 of 29) in pdf

(1) In addition to the general rules in paragraph (a), provide the ﬁnancial statements required by para-

graph (b) of this Part F/S, except the following rules should be followed in the preparation of the ﬁ nancial state-

ments:

(i) The issuer and, when applicable, other entities for which ﬁnancial statements are required,

must comply with Article 8 of Regulation S-X, as if it was conducting a registered offering on Form S-1, except

the age of interim ﬁnancial statements may follow paragraphs (b)(3)-(4) of this Part F/S.

(ii) Audited ﬁnancial statements are required for Tier 2 offerings for the issuer and, when appli-

cable, for ﬁnancial statements of other entities. However, interim ﬁnancial statements may be unaudited.

(iii) The audit must be conducted in accordance with either U.S. Generally Accepted Auditing

Standards or the standards of the Public Company Accounting Oversight Board (United States) and the report

and qualiﬁcations of the independent accountant shall comply with the requirements of Article 2 of Regulation

S-X. Accounting ﬁrms conducting audits for the ﬁnancial statements included in the offering circular may, but

need not, be registered with the Public Company Accounting Oversight Board.

PART III—EXHIBITS

Item 16.

Index to Exhibits

(a) An exhibits index must be presented at the beginning of Part III.

(b) Each exhibit must be listed in the exhibit index according to the number assigned to it under Item 17

below.

Item 17.

Description of Exhibits

As appropriate, the following documents must be ﬁled as exhibits to the offering statement.

1. Underwriting agreement—Each underwriting contract or agreement with a principal underwriter or letter

pursuant to which the securities are to be distributed; where the terms have yet to be ﬁnalized, proposed formats

may be provided.

2. Charter and bylaws—The charter and bylaws of the issuer or instruments corresponding thereto as currently

in effect and any amendments thereto.

3. Instruments deﬁning the rights of securityholders—

(a) All instruments deﬁning the rights of any holder of the issuer’s securities, including but not limited to

(i) holders of equity or debt securities being issued; (ii) holders of long-term debt of the issuer, and of all

subsidiaries for which consolidated or unconsolidated ﬁnancial statements are required to be ﬁled.

(b) The following instruments need not be ﬁled if the issuer agrees to ﬁle them with the Commission

upon request: (i) instruments deﬁning the rights of holders of long-term debt of the issuer and all of its subsid-

Sec Form 1a Regulation A Offering Statement Page 26