Haw. Code R. § 16-37-3 - General filing requirements
(a) Subfranchisor
offering circular. When a person filing an offering circular is a
subfranchisor, the circular shall also include the same information concerning
the subfranchisor as is required from the franchisor.
(b) Financial statements.
(1) Financial statements required to be filed
in connection with an offering circular shall be prepared in accordance with
generally accepted accounting principles. Such financial statements shall be
audited and certified by a certified public accountant, except where the
particular form or this section permits the use of unaudited
statements.
(2) A balance sheet of
the franchisor at the close of the franchisor's last fiscal year preceding the
date of filing of the offering circular and a profit and loss statement and
analysis of surplus for the fiscal year ended at the date of the balance sheet,
together with a balance sheet of the franchisor as of a date within ninety days
prior to the date of filing of the offering circular and a statement of profit
and loss for the period from the close of the last preceding fiscal year to the
date of the balance sheet, both verified by a duly authorized officer of the
franchisor, if the franchisor has been in existence for less than one year, a
balance sheet of the franchisor as of a date within ninety days prior to the
date of filing and a statement of profit and loss for the period from the
franchisor's organization to the date of the balance sheet shall be filed
together with the offering circular.
(3) Where a franchisor owns directly or
indirectly a majority interest of the outstanding voting securities of any
other corporation, the financial statements required to be filed shall normally
reflect on a consolidated basis the financial condition of the franchisor and
all of such subsidiaries.
(4) In
certain cases the director may waive the requirement for audited statements if
the statements have been prepared by an independent certified public accountant
or independent public accountant and the director is otherwise satisfied as to
the reliability of such statements and as to the ability of the franchisor to
perform future commitments. Such waiver shall ordinarily be granted only upon a
showing that the franchisor has not had prior audited statements; that the
close of the most recent or current fiscal year is so near the time of filing
of the offering circular that it would be unreasonably costly or impractical to
provide audited statements with the application; and that audited statements
will be furnished within a reasonable time after the end of the most recent or
current fiscal year. In such cases the director may impose an impoundment and
such other conditions and restrictions as in his discretion may be appropriate.
In every case where an unaudited statement is to be filed, the person
requesting approval shall submit to the director, in writing, his reasons
therefore and obtain the prior written approval of the director.
(5) The use of unaudited financial statements
as provided herein shall not relieve the applicant or any person from any
liability for false and misleading statements contained in such financial
statements.
(c)
Amendment of offering circular. Any amendment to the text of the offering
circular, or of any item, exhibit, or other documents previously filed as a
part of the offering circular shall be indicated by underscoring new material
and bracketing material to be deleted.
Notes
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