(a) Every person registering securities pursuant to subsection (b), (d), or (e) of Code Section 10-5-5 shall pay a filing fee of one-twentieth of 1 percent of the maximum aggregate offering price at which the registered securities are to be offered in this state; but the fee shall not be less than $250.00. When a registration statement is withdrawn before the effective date or before a preeffective stop order is entered under Code Section 10-5-7, the commissioner shall retain $250.00 and return the remainder of the fee, if any, to the applicant.

(b)(1) No securities shall be registered by qualification under subsection (b) of Code Section 10-5-5 until the issuer first files with the commissioner a bond satisfactory to the commissioner in the sum of $25,000.00, payable to the State of Georgia for the use of all interested persons and conditioned upon the faithful compliance by the applicant with this chapter and any regulations and orders issued by the commissioner; provided, however, the issuer shall not be required to file a bond if the securities subject to the registration statement will be sold in Georgia solely through dealers or limited dealers who are registered under this chapter. Any such bond may be canceled by the applicant or surety by giving notice to the commissioner; but such cancellation shall not affect any cause of action accruing thereon prior to cancellation and such cancellation shall result in automatic cancellation of the registration of the securities until new bond satisfactory to the commissioner is filed. Any action on such bond must be brought within two years after accrual of the cause of action. The $25,000.00 amount shall be construed as being the aggregate liability recoverable against the bond, regardless of the number of claimants, and shall not be construed as individual liability.

(2) The requirement for filing such bond by an issuer which has applied for registration of its securities by qualification under subsection (b) of Code Section 10-5-5 shall not be applicable if such issuer has deposited in trust with the commissioner:

(A) A certificate of deposit evidencing a deposit with a financial institution satisfactory to the commissioner in the amount of $25,000.00 payable to the issuer and assigned to the commissioner;

(B) An irrevocable letter of credit addressed to the commissioner in the amount of $25,000.00, issued by a bank which is a member of the Federal Reserve System and conditioned only upon the rendering of a judgment by a court of competent jurisdiction in which the issuer is found liable for damages under this chapter; or

(C) Obligations of the United States, an agency thereof, or of the State of Georgia which mature in not more than two years and which have a market value as of the date of deposit of at least $25,000.00.

Such deposits shall be held for the benefit of all persons to whom the issuer is liable for damages under this chapter for a period of two years after such issuer's registration has expired or been revoked; provided, however, such deposits shall not be released at any time while there is pending against issuer an action (including any direct appeal of such action or an appeal based on a petition for certiorari jurisdiction), of which the commissioner has notice, in a court of competent jurisdiction in which it is alleged that issuer is liable for damages under this chapter. Such deposits shall not be released except upon application to and the written order of the commissioner. The commissioner shall have no liability for any such release of any deposit or part thereof so made by him in good faith. The commissioner may designate any regularly constituted state depository having trust powers domiciled in this state as a depository to receive and hold any such deposit. Any such deposit so held shall be at the expense of the issuer. Such depository shall give to the commissioner proper trust and safekeeping receipt upon which the commissioner shall give official receipt to the issuer. The State of Georgia shall be responsible for the safekeeping and return of all deposits made pursuant to this Code section. So long as the issuer complies with this chapter, the issuer may demand, receive, sue for, and recover the income from the securities deposited or may exchange and substitute for the letter of credit or securities deposited, or a part thereof, with the approval of the commissioner, a letter of credit or securities of the kinds specified above of equivalent or greater value. No judgment creditor or other claimant of the issuer shall levy upon any deposit held pursuant to this Code section or upon any part thereof except as specified in this subsection. Whenever any person shall file an action in a court of competent jurisdiction in which it is alleged that the issuer is liable for damages under this chapter, such person, in order to secure his recovery, may give notice to the commissioner of such alleged liability and of the amount of damages claimed, after which notice the commissioner shall be bound to retain, subject to the order of the Superior Court of Fulton County, as provided below, a sufficient amount of the deposit to pay to the judgment in said action.

In the event that the issuer prevails in such action and in the event that such deposits have been held by the commissioner for a period of at least two years after such issuer's registration has expired or been revoked, then the deposits shall be released to the issuer; provided, however, such deposits shall not be released at any time while there is pending against the issuer an action (including any direct appeal of such action or an appeal based on a petition for certiorari jurisdiction) of which the commissioner has notice in a court of competent jurisdiction in which it is alleged that the issuer is liable for damages under this chapter. In the event that a judgment is rendered in such action by which it is determined that the issuer is liable for damages under this chapter and the issuer has not paid the judgment within ten days of the date the judgment became final or in the event such issuer petitions for the Supreme Court of the United States to take certiorari jurisdiction over such action and the issuer has not paid the judgment within ten days of the date the Supreme Court of the United States denies certiorari jurisdiction or within ten days of the date the Supreme Court of the United States affirms the judgment, then the person may petition the Superior Court of Fulton County for an order directing the commissioner to reduce such deposit or a portion thereof sufficient to pay such judgment to cash or its equivalent and to pay such judgment to the extent the judgment may be satisfied with the proceeds of such deposit. If there shall remain any residue from such deposit and if at least two years have passed since the expiration or revocation of such issuer's registration, the commissioner shall pay over such residue to the issuer, taking his receipt for the residue, which shall be filed and recorded with the other papers of the case unless there is pending against the issuer an action (including any direct appeal of such action or an appeal based on a petition for certiorari jurisdiction) of which the commissioner has notice in a court of competent jurisdiction in which it is alleged that the issuer is liable for damages under this chapter, in which case the commissioner shall hold or dispose of such residue in accordance with the provisions of this paragraph relating to the holding or disposing of the entire deposit. In the event that more than one final judgment is rendered against the issuer for violations of this chapter, the judgment creditors shall be paid in full from such deposit or residue thereof to the extent the deposit or residue is sufficient to pay such judgments in the order in which such judgment creditors petitioned the Superior Court of Fulton County.

(3) Anything in this subsection to the contrary notwithstanding, the commissioner shall comply with any order of a Georgia or United States court of competent jurisdiction to turn over any deposit held by him pursuant to paragraph (2) of this subsection or the proceeds of any bond held by him pursuant to paragraph (1) of this subsection to a trustee or receiver for the use and sole benefit of persons on whose behalf the commissioner holds such deposit or proceeds.

(c) Every person who proposes to offer in this state a security required to be registered under Code Section 10-5-5 who has not previously filed with the commissioner an irrevocable consent to service of process in the form prescribed by Code Section 10-5-18 shall, as a condition of registration, file with the commissioner such a consent.

(d) Every offering circular or prospectus used in connection with an offering of securities registered under Code Section 10-5-5 shall contain the following legend on the cover page thereof in boldface print or capital type:

THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES COMMISSIONER OF THE STATE OF GEORGIA. THE SECURITIES COMMISSIONER, BY ACCEPTING REGISTRATION, DOES NOT IN ANY WAY ENDORSE OR RECOMMEND THE PURCHASE OF ANY OF THESE SECURITIES.

(e) In any case where securities are to be registered for sale in this state and where the issuer of such securities has not had any substantial gross revenues from the sale of products or services or any substantial net income from any source for any fiscal year ended during the past three years and has not succeeded and does not intend to succeed to any business which has had any substantial gross revenues from the sale of products or services or any substantial net income from any source for any fiscal year ended during the past three years, the commissioner may by regulation or order require either or both of the following as a condition of registration under this chapter:

(1) Except in an offering pursuant to an underwriting agreement under which no securities will be sold unless all securities to be offered are sold, the deposit in escrow of not less than 85 percent of the proceeds from the sale of the registered securities until such escrow account contains the amount specified in subparagraph (c)(1)(K) of Code Section 10-5-5; and

(2) The deposit in an escrow account for a period not exceeding one year from the termination of effectiveness of the registration statement or any renewal thereof of:

(A) Any securities of the same class issued or transferred to a person who is an executive officer, director, general partner, or affiliate of the issuer or to any other person authorized to sell such securities for the issuer except a dealer or a limited dealer registered under this chapter and selling pursuant to an underwriting agreement which is disclosed in the prospectus delivered to each purchaser and still beneficially owned by such person; or

(B) Any securities of the same class as the securities registered which are to be issued to a person specified in subparagraph (A) of this paragraph;

at a price below the proposed offering price of such securities or for a consideration other than cash. No interest in any security held in such an escrow account shall be offered for sale, sold, assigned, or transferred during the term of such escrow account without the written consent of the commissioner.

(f) Any document filed under this chapter or a predecessor Act within five years preceding the filing of a registration statement may be incorporated by reference as an exhibit to any registration statement filed under Code Section 10-5-5 to the extent that the document is currently accurate.

(g) The commissioner may treat any exhibit filed under subparagraph (c)(2)(F) of Code Section 10-5-5 as confidential and not subject to public inspection upon a showing, satisfactory to him, that disclosure of such information or document to the public would be detrimental to the applicant for registration or to the issuer and that confidential treatment is consistent with the public interest.

(h) Any registration statement filed under this chapter may be withdrawn prior to the effectiveness of the registration statement or the issuance of a preeffective stop order under Code Section 10-5-7.

(i) A registration under Code Section 10-5-5 shall be effective for 12 months from its effective date. If the securities registered for sale are not sold within 12 months and the applicant desires to continue the offering under substantially the same terms, a renewal registration statement may be filed with the commissioner. Such renewal registration statement shall recite the total number of shares or principal amount of securities sold in this state under the original (together with any renewal) registration and shall in all respects, including currency of information, comply with the requirements for an original registration. The commissioner shall examine applications for renewal by the same standards as for original applications and upon that basis grant or deny the renewal registrations. Such registrations, if granted, shall be effective for a period of 12 months. In lieu of the filing fee prescribed by subsection (a) of this Code section, the commissioner shall charge a renewal fee of $100.00 for such renewal registrations. Successive renewal registration statements may be filed when appropriate. The prospectus delivery requirements of paragraph (3) of subsection (b) of Code Section 10-5-5 shall apply to sales of securities pursuant to a renewal registration.

(j)(1)(A) Every issuer which has registered securities for sale in this state under subsections (b) and (d) of Code Section 10-5-5 shall:

(i) For a period of 12 months following the effective date of such registration statement or any renewals thereof, file with the commissioner within 60 days of the close of each fiscal quarter of such issuer except the last fiscal quarter of each fiscal year, the following financial statements prepared in accordance with generally accepted accounting principles:

(I) A consolidated profit and loss statement of the issuer and its subsidiaries for each such fiscal quarter and for the corresponding period of the preceding fiscal year if the issuer or any predecessor was then in existence; and

(II) Such other financial statements as the commissioner shall, by rule or regulation, require;

provided, however, no such financial statements need be filed following termination of such registration statement;

(ii) For a period beginning on the effective date of such registration statement and ending 12 months after the termination date of the registration statement or any renewals thereof, file with the commissioner within 90 days of the close of such issuer's fiscal year the following financial statements prepared in accordance with generally accepted accounting principles:

(I) A consolidated balance sheet of the issuer and its subsidiaries as of the end of such fiscal year;

(II) A consolidated profit and loss statement of the issuer and its subsidiaries for such fiscal year and for the preceding fiscal year if the issuer or any predecessor was then in existence; and

(III) Such other financial statements as the commissioner may, by rule or regulation, require,

provided that such financial statements shall be certified by an independent public accountant duly registered and in good standing as such under the laws of the place of his residence or principal office;

(B) If a substantial part of the proceeds of the issue is to be applied to the purchase of any business, the financial statements of the business to be purchased which would be required in divisions (i) and (ii) of subparagraph (A) of this paragraph if that business were the issuer;

(C) If the issuer does not report its accounts in the normal course of its business on a consolidated basis, then it may furnish, in lieu of the consolidated statements required in divisions (i) and (ii) of subparagraph (A) of this paragraph, individual statements for it and its majority owned subsidiaries; and, if the business to be purchased described in subparagraph (B) of this paragraph does not report its accounts in the normal course of its business on a consolidated basis, then the issuer may furnish in lieu of the consolidated statements required in subparagraph (B) of this paragraph individual statements for such business and its majority owned subsidiaries.

(2) Every issuer which has registered securities for sale in this state under subsection (e) of Code Section 10-5-5 shall, for a period beginning with the effective date of the registration statement and ending 12 months after the termination date of such registration statement or any renewals thereof, file with the commissioner within 90 days of the close of such issuer's fiscal year the following financial statements prepared in accordance with generally accepted accounting principles:

(A) A consolidated balance sheet of the issuer and its subsidiaries as of the end of such fiscal year;

(B) A consolidated profit and loss statement of the issuer and its subsidiaries for such fiscal year and for the preceding fiscal year if the issuer or any predecessor was then in existence; and

(C) Such other financial statements as the commissioner may, by rule or regulation, require.

(3) Each filing provided in paragraphs (1) and (2) of this subsection shall be accompanied by a filing fee of $10.00.

(4) A copy of each financial statement filed with the commissioner pursuant to this subsection shall be delivered with any prospectus required to be delivered pursuant to paragraph (3) of subsection (b) of Code Section 10-5-5.

(k)(1) If any registration statement which has become effective under the "Georgia Securities Act of 1957" or this chapter contains a statement of material fact which was untrue on the date the registration statement became effective or if the registration statement fails to state a material fact which, on the date the registration statement became effective, was necessary to make the statements made, in light of the circumstances under which they were made, not misleading, then such registration statement may be amended by filing with the commissioner such information and such changes in any prospectus used in connection with the registration statement as may be necessary to correct such untruth or failure. Such amendment shall be signed by the persons required to sign the original registration statement under Code Section 10-5-5. Any such amendment shall become effective when the commissioner so orders.

(2) Any prospectus forming part of a registration statement which has become effective under the "Georgia Securities Act of 1957" or this chapter may be supplemented without amending such registration statement by adding information regarding factual developments which occurred after the effective date of such registration statement and by deleting statements of fact which, as a result of such developments, may be misleading or immaterial. If no stop order with respect to the registration statement is in effect, the prospectus, as supplemented, may be used after:

(A) Three o'clock P.M. eastern standard time or eastern daylight time, whichever is applicable, on the fifth full business day after the filing of five copies of the prospectus, as supplemented, with the commissioner; or

(B) Such shorter time as the commissioner, by order, may allow.