Financial Statements

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. 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.