The requirement of Section 517.051(10), F.S., that no persons shall directly or indirectly offer or sell securities under this section except by an offering circular containing full and fair disclosure shall be deemed satisfied if the following information is contained in the offering circular which is provided to each offeree prior to sale.

1. (1) In the case of an offering not in excess of $250,000 of securities in reliance upon the exemption:

   1. (a) Name of business, state of incorporation or organization and business address of issuer.
   2. (b) A brief description of the securities being offered.
   3. (c) A statement that the securities have not been registered with the State of Florida.
   4. (d) Name and address of the registered dealer offering the securities.
   5. (e) A brief description of the terms of the offering and the manner in which the offering is to be made.
   6. (f) A brief statement of the use of the proceeds to be derived from the offering.
   7. (g) A brief description of the business background of the directors or executive officers of the issuer.

   8. (h) The following financial statements of the issuer prepared in conformance with United States generally accepted accounting principles:

      1. A balance sheet and statement of profit and loss as of a date not earlier than the end of the last fiscal year of the issuer; provided, however, that if the last fiscal year shall have ended within 90 days of the date of the circular in which such data is to be included, such data may be supplied as of a date not earlier than the end of the fiscal year preceding the last fiscal year of the issuer;

      2. If the balance sheet and statement of profit and loss included in an offering circular pursuant to subparagraph 1., above, are as of a date 120 days prior to the date of the offering circular in which such data are included, sales and net income information as of a date not earlier than 90 days prior to the date of the offering circular shall be included.

2. (2) In the case of an offering in excess of $250,000 of securities in reliance upon the exemption:

   1. (a) The business name of the issuer;
   2. (b) The state of incorporation or organization;
   3. (c) The business address of the issuer;
   4. (d) A brief description of the business background of the executive personnel and promoters of the issue;
   5. (e) Underwriters’ names and addresses;
   6. (f) Principal owners of securities of the issue;
   7. (g) Amount of securities held or subscribed for by affiliates or promoters;
   8. (h) Description of business of the issuer;
   9. (i) Capitalization of the issuer;
   10. (j) Options and warrants in connection with the securities to be offered;
   11. (k) Amount of securities issued or to be offered and a statement that the securities have not been registered with the State of Florida, the terms of the offering and a description of the securities being offered;
   12. (l) Amount and nature of funded debt of the issuer;
   13. (m) Use of proceeds from securities;
   14. (n) Executive remuneration;
   15. (o) Estimated amount of proceeds from sale of securities;
   16. (p) Underwriters’ commissions and discounts;
   17. (q) Offering expenses of the issuer;
   18. (r) Brief description of prior offerings if material;
   19. (s) Compensation to promoters;
   20. (t) Information concerning property acquired or to be acquired with proceeds from securities;
   21. (u) Officers’, stockholders’, or directors’ interests in property acquired by or from the issuer;
   22. (v) Information concerning material contracts of the issuer;
   23. (w) Pending material litigation involving the issuer;
   24. (x) Adverse actions by state or federal regulatory agencies;
   25. (y) Offering date;

   26. (z) The following financial statements of the issuer prepared in conformance with United States generally accepted accounting principles:

       1. A balance sheet and statement of profit and loss as of a date not earlier than the end of the last fiscal year of the issuer; provided, however, that if the last fiscal year shall have ended within 90 days of the date of the circular in which such data is to be included, such data may be supplied as of a date not earlier than the end of the fiscal year preceding the last fiscal year of the issuer.

       2. If the balance sheet and statement of profit and loss included in an offering circular pursuant to subparagraph 1. above are as of a date 120 days prior to the date of the offering circular in which such data are included, sales and net income information as of a date not earlier than 90 days prior to the date of the offering circular shall be included.

3. (3) Financial Statements required by subsections (1) and (2), hereof need not be certified by an independent certified public accountant; provided, however, that if certified financial statements shall have been prepared for any period specified in subsections (1) and (2), such certified financial statements shall be included.
4. (4) For purposes of Rule 69W-400.001, F.A.C., the term “Issuer” is defined in Rule 69W-200.001, F.A.C.

Rulemaking Authority 517.03(1) FS. Law Implemented 517.051(10) FS. History–New 12-5-79, Amended 9-20-82, Formerly 3E-400.01, Amended 10-14-90, Formerly 3E-400.001, Amended 5-15-07, 3-21-24, Technical Change 3-31-26.