44-1894

44-1894. Prospectus; contents; use of
consolidated financial statements; amendment or supplement to
prospectus required to show material change

A. Except as provided in section 44-1901, the prospectus required by section
44-1892 shall be filed with the application, and shall include the following, together
with other information the commission requires:

1. The name and address of the issuer, date of incorporation or organization,
general character of the business transacted or to be transacted and a description of the
principal assets of the issuer.

2. The name and address and business experience of each officer and director of the
issuer, if a corporation or unincorporated association, of each trustee or other
fiduciary, if a trust, or of each partner, if a partnership.

3. The total authorized capital of the issuer, the total amount of each class of
securities authorized and the total amount of securities of each class issued and
outstanding.

4. The total amount of each class of securities held by each officer or director,
if a corporation or unincorporated association, by each trustee or other fiduciary, if a
trust, by each partner, if a partnership, and by each beneficial owner of ten per cent or
more of any class of securities.

5. The total amount of securities of each class issued or to be issued for options,
contracts, leases, patents, assignments, services or expenses, goodwill or other
intangible assets, the name and address of each person to whom the securities have been
or are to be issued and the consideration received or to be received by the issuer
therefor.

6. The title or descriptive name and amount of the securities to be offered, the
offering price per unit and in the aggregate, the name and address of the principal
underwriter and the nature of the underwriting commitment, the amount of underwriting
discounts or commissions or other selling expenses per unit and in the aggregate and the
net per unit and in the aggregate to be received by the issuer. The statement of
underwriting discounts or commissions or other selling expense shall include the maximum
amount to be paid by the issuer in cash or otherwise, directly or indirectly, in
connection with the sale of the securities.

7. The specific purposes for which funds to be derived from the sale of the
securities are to be used and the approximate amount to be devoted to each purpose.

8. A description of all material contracts to which the issuer is a party and of
all material litigation involving the issuer.

9. A balance sheet that reflects the issuer's financial position as of a date not
more than one hundred twenty days before the date of filing, and, if the balance sheet is
not certified, also a certified balance sheet as of a date not more than one year before
the date of filing unless the fiscal year of the issuer has ended within one hundred
twenty days before the date of filing, in which case the certified balance sheet may be
as of the end of the preceding fiscal year.

10. Statements of income or operations, stockholders' equity or retained earnings
and cash flows that reflect the issuer's results of operations and cash flows for each of
the three fiscal years preceding the date of the most recent balance sheet filed and for
the period, if any, between the close of the most recent of such fiscal years and the
date of the most recent balance sheet filed, or other financial information the
commission establishes by order or rule. If the issuer has been in existence for less
than three fiscal years, statements of income or operations, stockholders' equity or
retained earnings and cash flows shall be for the period of the issuer's existence.

B. If the issuer has one or more subsidiaries, the commission or the director may
require, in addition to the balance sheet and related statements of income or operations,
stockholders' equity or retained earnings and cash flows required by subsection A,
paragraphs 9 and 10 of this section, a consolidated balance sheet and related
consolidated statements of income or operations, stockholders' equity or retained
earnings and cash flows that reflect the consolidated financial position, results of
operations and cash flows for the issuer and its subsidiaries as of the same dates as
required by subsection A, paragraphs 9 and 10 of this section.

C. If any material change occurs in the matters set forth in the prospectus filed
under section 44-1892 and this section, or if any material change occurs in the plan of
business of the issuer as set forth in the prospectus, each change shall be included in
an amended prospectus or in a supplement to the prospectus which shall be promptly filed
with the commission.

D. In connection with the registration of real property investment contracts, in
addition to other information required by this chapter, the prospectus shall include the
following:

1. A legal description or address of the property subject to the lien securing the
note or contract being made or sold.

2. The name and address of the fee owner of the property subject to the lien
securing the note or contract being made or sold.

3. Such information relative to the ability of the person liable on the obligation
to meet the contractual payments, as the commission may require.

4. The existence of any improvements on the property or any utilities on or
adjacent to the property which will service the property.

5. Terms and conditions of the contract or note being made or sold, including the
principal balance owed, and the status of the principal and interest payments on the
contract or note.

6. The terms and conditions of all prior recorded encumbrances which constitute
liens on the property, the principal balance of such encumbrances and the status of
principal and interest payments on the encumbrances.

7. Any assessments and tax liens of record on the property securing the contract or
note being sold.

8. An independent appraisal of the value of the property subject to the lien
securing the note or contract being made or sold. The appraisal shall state the value of
the property as it exists on the date the appraisal is made.

9. The qualifications of the appraiser and the methods used in making the
appraisal.

10. The loan to value ratio.

11. A description and amount of all fees paid by the borrower and investor.

12. A description of the method by which the yield is calculated.

E. Notwithstanding the provisions of this section, nothing in this section prevents
the commission from entering into formal or informal agreements with the administrators
of the securities laws of other states, Canada or Mexico and, as deemed appropriate by
the commission, with the North American securities administrators association for the
establishment of an international, national or regional coordinated uniform review of
equity, debt or any other class of securities to reduce the regulatory burden and expense
of registering public offerings in multiple states, Canada and Mexico.