Ongoing reporting requirements.
(a) An issuer that has offered and sold securities through Reg CF must file with the Commission and post on the issuer’s website an annual report along with the financial statements of the issuer certified by the principal executive officer of the issuer to be true and complete in all material respects and a description of the financial condition of the issuer.
If, however, an issuer has available financial statements that have either been reviewed or audited by a public accountant that is independent of the issuer, those financial statements must be provided, and the certification by the principal executive officer will not be required.
The report must be filed no later than 120 days after the end of the fiscal year covered by the report.
(b) An issuer must continue to comply with the ongoing reporting requirements until one of the following occurs:
(1) The issuer becomes a publicly traded company.
(2) The issuer has filed, since its most recent sale of securities via Reg CF, at least
one annual report and has fewer than 300 holders of record;
(3) The issuer has filed, since its most recent sale of securities via Reg CF, the annual reports required for at least the three most recent years and has
total assets that do not exceed $10,000,000;
(4) The issuer or another party repurchases all of the securities issued via Reg CF, including any payment in full of debt securities or any complete redemption of redeemable securities; or
(5) The issuer liquidates or dissolves its business under state law.
Note: Under certain circumstances an issuer may cease to publish annual reports and, therefore, the investors may not continually have current financial information about the issuer.