Sec. 80.15. Annual reports

(a) Within four months after the close of the fiscal year of all issuers which have made or were required to make a filing with the Department of Law pursuant to the New York Intrastate Financing Act, there shall be submitted to the Department of Law and to all persons then owning the securities of the issuer an annual report containing the following:

(1) a balance sheet as at the end of the fiscal year and a profit and loss statement for said fiscal year or part thereof. The balance sheet and profit and loss statement shall be prepared in accordance with generally accepted accounting principles applied on a basis consistent with previous years or periods and shall include an opinion by an independent public accountant as to fairness of presentation of issuer's financial position and results of operations reflected in the financial statements; and

(2) a narrative report setting forth the material events of the preceding year; and

(3) a statement setting forth the use of all proceeds obtained as a result of the offering of securities during the preceding fiscal year or indicating that no such funds were obtained; and

(4) a statement setting forth the names and home addresses and the compensation and other direct and indirect dealings of all officers and directors of the issuer and whether or not any principal, officer or director sold or otherwise disposed of or hypothecated any of his securities.

(b) Where because of an exemption issued by the Attorney General or otherwise the annual report as submitted to the Attorney General does not contain an unqualified statement of an independent public accountant that he has conducted an examination in accordance with generally accepted auditing standards and that in his opinion the statements fairly present the financial position of the company and the operating results of the company in accordance with generally accepted accounting principles consistently applied, such report to the Attorney General shall contain an original notarized statement signed by each and every officer, director and principal of the issuer stating as follows:

"State of New York )

 

) SS.:

County of

 

)

The undersigned, being duly sworn, deposes and says that the attached financial statements are true and correct except (indicate either ‘no exceptions’ or specifics of any reservations about the accuracy of the statements and the reasons thereof).

(signature)

 

Printed name and title

Sworn to before me this

 

day of

 

, 19

 

(Signature of notary)

Notary stamp”

 

Copies of each of the aforesaid statements shall be attached to the annual report forms submitted to all investors. Unless an exemption has been issued, the filing of such notarized statement should not be construed as compliance with section 359-ff and these regulations.

(c) The above regulation shall not apply to any issuer required to file reports pursuant to section 13 or 15 of the Securities Exchange Act of 1934, as amended.

(d) The Attorney General may, on application, exempt any entity from full compliance with the annual report requirements of these regulations upon a finding that such action is not inconsistent with the public interest or the protection of investors.