1. A. As a condition of registration, a prospectus, offering circular, or similar document meeting the requirements of Subsections B, C and D of 12.11.8.12 NMAC shall be sent or given to each person to whom an offer is made by or for the account of the issuer or any other person on whose behalf the offering is made or by any underwriter or broker-dealer who is offering part of an unsold allotment or subscription as a participant in the distribution. The document shall be sent or given either before or concurrently with the earlier of any of the following:

   (1) any written offer made to the person, otherwise than by means of public advertisement;

   (2) confirmation of any sale to the person;

   (3) payment pursuant to any sale to the person; or

   (4) delivery of the security pursuant to any sale to the person.

2. B. The outside front cover of the prospectus, unless otherwise permitted by the director, shall meet the requirements of any appropriate form under the Securities Act of 1933 or shall contain substantially the following information:

   (1) name and location of issuer and its type of organization;

   (2) designation of securities offered;

   (3) per share or unit and aggregate public offering price, underwriting or selling commissions and discounts and net proceeds to offeror;

   (4) name of managing underwriter or broker-dealer or statement that the securities are being offered by the issuer;

   (5) a statement describing the anticipated secondary market for the securities being offered, including the identity of anticipated market makers;

   (6) date of prospectus;

   (7) legends:

   (a) the following legend, or its substantial equivalent, shall appear on the cover of the prospectus in boldface type:

   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES DIVISION OF THE NEW MEXICO DEPARTMENT OF REGULATION AND LICENSING, NOR HAS THE SECURITIES DIVISION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE;

   (b) the following information, to the extent appropriate, shall appear on the cover page of any offering document utilized in connection with the offer and sale of securities which are exempt from registration under the Securities Act of 1933 as amended, but subject to a filing requirement under a state securities law:

   IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISK INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE;

   (8) if the offering is exempt under Section (3)(a)(11) of the Securities Act of 1933, the following statement shall appear in boldface type: THESE SECURITIES ARE OFFERED ONLY TO BONA FIDE RESIDENTS OF THE STATE OF NEW MEXICO; and

   (9) such other information as the director may permit or require.

3. C. The prospectus shall contain a full disclosure of all material facts relating to the issuer and the offering and sale of the registered securities. A prospectus meeting the requirements of form S-1 under the Securities Act of 1933 is deemed to satisfy the requirements of this subsection.
4. D. Unless otherwise permitted by the director, the body of the prospectus and all notes to financial statements and other tabular data included therein shall be in times new roman type or its substantial equivalent, at least as large and as legible as 10-point modern type, except that financial statements and other tabular data, including tabular data in notes, may be in times new roman type or its substantial equivalent, at least as large and as legible as 8-point modern type. All such type shall be leaded at least two points.

5. E. At the end of each period of not more than one year from the effectiveness of the registration statement, or in the event of any material change relating to the issuer or the securities subsequent to the filing of a prospectus, an amended prospectus shall be filed reflecting any such changes, and a current disclosure of all material facts relating to the issuer and the securities, including financial statements. No further solicitations or sales of the securities may be made thereafter until such amended prospectus has been filed with the director.

   HISTORY of 12.11.8 NMAC:

   Pre-NMAC History: Material in this part was derived from that previously filed with the commission of public records - state records center and archives:

   FID 67-1, Regulation 67-62, General Requirements, filed 5-18-67;

   FID 76-1, Order 76-64, Regulation 76-1, Relating to Options Clearing Corporations, filed 3-26-76;

   SB Rule 84-1, New Mexico Blue Sky Regulations, filed 9-5-84;

   SD Rule 86-5.01, Discounts, Commissions and Other Compensation, filed 7-11-86;

   SD Rule 95-5.01, Discounts, Commissions and Other Compensation, filed 9-27-95;

   SD Rule 86-5.02, Offering Price, filed 7-11-86;

   SD Rule 95-5.02, Selling Expenses and Selling Security Holders, filed 9-27-95;

   SD Rule 86-5.03, Options and Warrants, filed 7-11-86;

   SD Rule 86-5.04, Cheap Stock, filed 7-11-86;

   SD Rule 95-5.04, Promotional Shares, filed 9-27-95;

   SD Rule 86-5.05, Insiders' Equity, filed 7-11-86;

   SD Rule 86-5.06, Real Estate Offerings, filed 7-14-86;

   SD Rule 86-5.07, Oil and Gas Offerings, filed 7-14-86;

   SD Rule 86-5.08, Real Estate Investment Trusts, filed 7-14-86;

   SD Rule 86-5.09, Equipment Leasing, filed 7-14-86;

   SD Rule 86-5.10, Cattle Feeding Programs, filed 7-14-86;

   SD Rule 86-5.11, Registration by Filing, filed 7-14-86.

   SD Rule 86-5.12, Registration by Coordination, filed 7-14-86.

   SD Rule 86-5.13, Registration by Qualification, filed 7-14-86.

   SD Rule 86-5.14, Prospectus Requirements, filed 7-14-86.

   SD Rule 86-5.15, Reporting Requirements In Registration of an Indefinite Amount of Securities, filed 7-14-86;

   SD Rule 86-5.15, Reporting Requirements In Registration of an Indefinite Amount of Securities, filed 10-22-86;

   SD Rule 86-5.15, Reporting Requirements In Registration of an Indefinite Amount of Securities, filed 1-2-87;

   SD Rule 88-5.15, Reporting Requirements In Registration of an Indefinite Amount of Securities, filed 5-11-88;

   SD Rule 95-5.15, Registration of an Indefinite Amount of Securities, filed 9-27-95;

   SD Rule 86-5.16, Registration of Open-End Investment Companies of Different Series of Portfolios, filed 7-14-86;

   SD Rule 86-5.17, Renewal of Permits Other Than Those for Open-Ended Investment Companies or Face Amount Certificate Companies, filed 7-14-86;

   SD Rule 86-5.18, Renewal of Permits for Open-Ended Investment Companies or Face Amount Certificate Companies, filed 7-14-86;

   SD Rule 86-5.18, Renewal of Permits for Open-Ended Investment Companies or Face Amount Certificate Companies, filed 10-22-86;

   SD Rule 88-5.18, Registration and Renewal Requirements of Definite Amount of Securities, filed 5-11-88;

   SD Rule 86-5.19, Abandonment and Withdrawal of Registration Statement, filed 7-14-86;

   SD Rule 86-5.20, Amendments to Increase Dollar Amount of Securities, filed 10-22-86;

   SD Rule 86-5.21, Name Changes to Registration Statements on File, filed 10-22-86;

   SD Rule 88-5.22, Reduced Filing Requirements for Qualified Opened-End Investment Companies, Face Amount Certificate Companies, and Unit Investment Trust Companies, filed 5-11-88.

   SD Rule 95-5.23, Small Corpporate Offering Registration (SCOR), filed 9-27-95;

   SD Rule 95-5.24, Impoundment of Proceeds, filed 9-27-95;

   SD Rule 95-5.25, Loans and Other Material Affiliated Transactions, filed 9-27-95;

   SD Rule 95-5.26, Debt Securities, filed 9-27-95;

   SD Rule 86-6.01, Registration Exemptions, filed 7-14-86;

   SD Rule 86-6.01, Registration Exemptions, filed 10-22-86;

   SD Rule 86-6.02, Exempt Transactions, filed 7-14-86;

   SD Rule 86-6.03, Confirmation of Notice of Filing, filed 7-14-86.

   History of Repealed Material:

   SD Rule 86-5.06, Real Estate Offerings (filed 7-14-86) repealed 5-1-99.

   SD Rule 86-5.07, Oil and Gas Offerings (filed 7-14-86) repealed 5-1-99.

   SD Rule 86-5.08, Real Estate Investment Trusts (filed 7-14-86) repealed 5-1-99.

   SD Rule 86-5.09, Equipment Leasing (filed 7-14-86) repealed 5-1-99.

   SD Rule 86-5.10, Cattle Feeding Programs (filed 7-14-86) repealed 5-1-99.

   SD Rule 86-5.20, Amendments to Increase Dollar Amount of Securities (filed 10-22-86) repealed 5-1-99.

   SD Rule 86-5.21, Name Changes to Registration Statements on File (filed 10-22-86) repealed 5-1-99.

   SD Rule 88-5.22, Reduced Filing Requirements for Qualified Opened-End Investment Companies, Face Amount Certificate Companies, and Unit Investment Trust Companies (filed 5-11-88) repealed 5-1-99.

   SD Rule 95-5.15, Registration of an Indefinite Amount of Securities (filed 9-27-95) repealed 5-1-99.

   Those relevant portions of 12 NMAC 11.4; numbered Subpart 1, General Provisions (filed 4-19-99), Subpart 2, Registration by Filing (filed 4-19-1999), Subpart 3, Registration by Coordination (filed 4-19-99), Subpart 4, Registration by Qualification (filed 4-19-99), Subpart 5, Prospectus Requirements (filed 4-19-99) and Subpart 9, Registration and Renewal of a Definite Amount of Securities by Investment Companies (filed 4-19-99) repealed 1-1-2010.

   Other History:

   SD Rule 95-5.01, Discounts, Commissions and Other Compensation, filed 10-14-95;

   SD Rule 95-5.02, Selling Expenses and Selling Security Holders, filed 9-27-95;

   SD Rule 86-5.03, Options and Warrants, filed 7-11-86;

   SD Rule 95-5.04, Promotional Shares, filed 9-27-95;

   SD Rule 86-5.05, Insiders' Equity, filed 7-11-86;

   SD Rule 86-5.11, Registration by Filing, filed 7-14-86.

   SD Rule 86-5.12, Registration by Coordination, filed 7-14-86.

   SD Rule 86-5.13, Registration by Qualification, filed 7-14-86.

   SD Rule 86-5.14, Prospectus Requirements, filed 7-14-86.

   SD Rule 86-5.16, Registration of Open-End Investment Companies of Different Series of Portfolios, filed 7-14-86;

   SD Rule 86-5.17, Renewal of Permits Other Than Those for Open-Ended Investment Companies or Face Amount Certificate Companies, filed 7-14-86;

   SD Rule 88-5.18, Registration and Renewal Requirements of Definite Amount of Securities, filed 5-11-88;

   SD Rule 86-5.19, Abandonment and Withdrawal of Registration Statement, filed 7-14-86;

   SD Rule 95-5.23, Small Corporate Offering Registration (SCOR), filed 9-27-95;

   SD Rule 95-5.24, Impoundment of Proceeds, filed 9-27-95;

   SD Rule 95-5.25, Loans and Other Material Affiliated Transactions, filed 9-27-95;

   SD Rule 95-5.26, Debt Securities, filed 9-27-95;

   SD Rule 86-6.01, Registration Exemptions, filed 10-22-86;

   SD Rule 86-6.02, Exempt Transactions, filed 7-14-86;

   SD Rule 86-6.03, Confirmation of Notice of Filing, filed 7-14-86 were renumbered into first version of the New Mexico Administrative Code as 12 NMAC 11.4, Registration and Exemption of Securities, filed 4-19-99.

   Those relevant portions of 12 NMAC 11.4; numbered Subpart 1, General Provisions (filed 4-19-99), Subpart 2, Registration by Filing (filed 4-19-1999), Subpart 3, Registration by Coordination (filed 4-19-99), Subpart 4, Registration by Qualification (filed 4-19-99), Subpart 5, Prospectus Requirements (filed 4-19-99) and Subpart 9, Registration and Renewal of a Definite Amount of Securities by Investment Companies (filed 4-19-99) were renumbered, reformatted, and replaced by 12.11.8 NMAC, Registration of Securities - General Provisions, effective 1-1-2010.

[12.11.8.12 NMAC - Rp, 12 NMAC 11.4.5, 1-1-2010]