Section 48-15-004 - ADDITIONAL FILINGSAn issuer which meets the requirements set forth below shall file audited financial statements and a sales report with the Director.
004.01 An issuer is required to make such filing after the issuer has made:004.01A Sales pursuant to Section 8-1111(9)(a) for five consecutive twelve-month periods; or004.01B Total sales of one million dollars ($1,000, 000.00) from one or more offerings pursuant to Section 8-1111(9)(a). 004.01B1 In determining the total amount of sales for purposes of determining the necessity of complying with this provision, the issuer shall include sales to persons excluded from the fifteen person limitation under Section 8-1111(9)(a).004.01B2 In determining the total amount of sales for purposes of determining the necessity of complying with this provision, the issuer shall include all sales of securities, regardless of the location of the purchaser or the location where the transaction occurred.004.02 The required information shall be filed no later than ninety days after:004.02A The date on which the issuer files the fifth consecutive annual notice claiming exemption pursuant to Section 8-1111(9)(a); or004.02B The date on which the issuer's total sales of the securities reaches one million dollars ($1,000, 000.00).004.03 The financial statements shall include a balance sheet, an income statement, and a cash flow statement and must be:004.03A Examined in accordance with generally accepted auditing standards and prepared in conformity with generally accepted accounting principles;004.03B Audited by an independent certified public accountant;004.03C Accompanied by an opinion of the accountant as to the report of financial position, and by a note stating the principles used to prepare it, the basis of included securities, and any other explanations required for clarity; and004.03D Prepared as of the end of the issuer's most recent fiscal year.004.04 The sales report shall include: 004.04A The name and address of all purchasers and holders of the issuer's securities, the amount of securities held by such persons, and the dates on which purchases were made; and004.04B A statement indicating whether each purchaser or holder of a security is an accredited investor and whether the status as an accredited investor is based on net worth or net income.004.05 An issuer shall file audited financial statements and sales reports with the Director each time that the issuer sells an additional one million dollars ($1,000, 000.00) in securities or after the elapse of each additional sixty-month period during which sales are made pursuant to Section 8-1111(9).004.06 The filing set forth in this subsection shall be deemed to be a condition of the exemption for any issuer who meets the requirements contained in Section 004.01, above. Failure to make a required filing will result in the loss of the exemption. Sales made in reliance during the time when an issuer is not in compliance with these filing requirements will be considered to violate Section 8-1104 of the Act.004.07 The Department may grant a request for an extension of the ninety-day period for the filing of financial statements, upon the timely filing of such a request by an issuer, based on the need for additional time to prepare the audit.48 Neb. Admin. Code, ch. 15, § 004
Amended effective 6/5/2017.