New York Codes, Rules and Regulations
Title 13 - DEPARTMENT OF LAW
Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL
Subchapter B - REAL ESTATE SYNDICATES
Part 16 - REAL ESTATE SYNDICATION OFFERINGS
Section 16.2 - Contents of prospectus

(i) the amount of money sought to be raised;

(ii) the price per unit;

(iii) the name of the issuer;

(iv) the name and address of the principal distributor; and

(v) the date of the prospectus.

(i) location of property;

(ii) basic type of construction and use;

(iii) nature of interest to be acquired (fee, leasehold, etc.).

Where applicable the following statement shall follow in capital letters in bold print:

THIS PROSPECTUS CONTAINS PAST OPERATING FIGURES ON THE PROPERTY, THE BACKGROUND AND EXPERIENCE OF THE PROMOTERS, AND THEIR PROFITS. YOU SHOULD READ THIS PROSPECTUS CAREFULLY TO MAKE UP YOUR OWN MIND ON THE SUITABILITY FOR YOU OF THIS INVESTMENT. NO PROJECTIONS OR PREDICTIONS ARE CONTAINED IN THIS PROSPECTUS BECAUSE OF THE IMPOSSIBILITY OF PREDICTING FUTURE INCOME.

(i) the surrounding neighborhood, growth and changing phases;

(ii) the occupancy rate presently and for at least the past two years;

(iii) the rent roll and material particulars on recent increases and decreases, and other relevant matters related thereto;

(iv) the average rent or other income factor (include average rental per apartment room, or per square foot in commercial buildings); and its comparison to the rest of the neighborhood or nearest competition for comparable properties;

(v) for existing properties, a fair reflection of the operations thereof, with historical operating figures for at least two years or the life of the property where it has been in existence for a shorter period, including profit and loss statements prepared by an independent public accountant, audited and prepared in accordance with standard accounting procedures. The operating figures provided as aforesaid shall cover a period ending not less than six months prior to the date of the prospectus. However, unaudited operating figures shall be provided for any subsequent period not covered by such figures, up to three months prior to the date of the prospectus;

(vi) in the case of issuers which have been engaged in business operations prior to the date of the offering, a fair reflection of the operations thereof, with historical figures of the issuer for at least three years or for the existence of the issuer where it has been in existence for a shorter period, including profit and loss statements of the issuer prepared by an independent public accountant, audited and prepared in accordance with standard accounting procedures. The operating figures provided as aforesaid shall cover a period ending not more than six months prior to the date of the prospectus. However, unaudited operating figures shall be provided for any subsequent period not covered by such figures up to three months prior to the date of the prospectus;

(vii) rights and limitations pertaining to participation by investors in increased future earnings;

(viii) percentage termination of leases over next 10 years or other period where more material;

(ix) business conditions in any particular business involved in the offering and peculiarities thereof, such as rapidity of obsolescence;

(x) the tax effects of depreciation policies to be followed;

(xi) the effect of success or failure of contemplated or essential present or future refinancing;

(xii) powers to refinance mortgages and other indebtedness;

(xiii) the assignability of the management (or net lease) agreement and liability therefor;

(xiv) the cancelability of the management (or net lease) agreement and liability therefor;

(xv) a detailed statement as to all material competition;

(xvi) general employment situation in the area involved;

(xvii) the names and addresses of the sellers and their true relationship to the promotion or offering;

(xviii) a summary of all material clauses in any relevant agreement, such as limited partnership or trust agreement, which are not otherwise covered in the prospectus (this shall include all rights and options of principals, promoters, offerors and management to purchase or otherwise liquidate the interests of investors or increase their equity or control);

(xix) where "management" is expected to assign actual management to an independent contractor, details including identification and qualified background of actual management;

(xx) whether principals (general partners, trustees, etc.) are or will be bonded;

(xxi) the existence or non-existence of a current trading market for the particular securities being offered;

(xxii) any existing lawsuits or other proceedings which could materially affect the offering or the venture or operation thereof;

(xxiii) assessed valuation (relevant factors such as: last change, next date for change);

(xxiv) whether interests assigned to principal promoters, such as general partners have been given a valuation arbitrarily set;

(xxv) all other information material to the offering.