PURPOSE: This rule prescribes the general standards
for financial statements to be used in a registration
statement.
(1) All historical
financial statements in the registration statement shall be in conformity with
generally accepted accounting principles (GAAP).
(2) Registration by Coordination. Financial
statements filed with a registration statement by coordination shall comply
with the requirements of the United States Securities and Exchange
Commission.
(3) Registration by
Qualification. The financial statements filed with a registration statement by
qualification shall consist of the following:
(A) Audited Balance Sheet. An audited balance
sheet of the issuer within four (4) months prior to the filing of the
registration statement;
(B) Audited
Financial Statements. Audited financial statements that include a balance sheet
(fiscal year end) and statements of income, cash flows and changes in
stockholders' equity for the last fiscal year (or such shorter period as the
issuer has been in business);
(C)
Reviewed Financial Statements. Reviewed financial statements for the two (2)
fiscal years preceding the last fiscal year, unless audited financial
statements are available for those periods. The reviewed financial statements
shall include a balance sheet (fiscal year end) and statements of income, cash
flow and changes in stockholders' equity;
(D) Reviewed Interim Financial Statements.
Reviewed interim financial statements between the close of the last fiscal year
and the date of the balance sheet. The interim financial statements shall
include statements of income, cash flow and changes in stockholders'
equity;
(E) Notes. All financial
statements shall include applicable notes to the financial statements to
explain accounting policies and provide other disclosures required by GAAP;
and
(F) Reports. An auditor's
report shall be included with the financial statements.
Audited financial statements shall include an unqualified
opinion that indicates the financial statements are presented fairly, in all
material respects, in conformity with GAAP. A reviewed report shall not be
modified for a departure from GAAP.
(4) The financial statements and report
described in section (3) above shall be included in the prospectus under a
registration by qualification.
(5)
Prospective financial statements may be used in connection with a registered
offering if all of the following conditions exist:
(A) The prospective financial statements
shall be financial forecasts that conform with guidelines established by the
American Institute of Certified Public Accountants; and
(B) The financial forecasts shall be included
in the prospectus.
(6)
Pro forma financial information may be used in connection with
a registered offering and not be subject to the conditions of subsection (5)(A)
above if such
pro forma financial information complies with
17 CFR
210.11-02.
Notes
15 CSR
30-52.025
AUTHORITY: sections
409.3-303,
409.3-304
and
409.6-605,
RSMo Supp. 2003.* Original rule filed Aug. 30, 2002, effective Feb. 28, 2003.
Emergency amendment filed Aug. 19, 2003, effective Sept. 12, 2003, expired
March 9, 2004. Amended: Filed Aug. 22, 2003, effective Feb. 29, 2004.
*Original authority: 409.3-303, RSMo 2003; 409.3-304, RSMo
2003; 409,6-605, RSMo 2003.
