(ii) Fewer than 500 persons, where the total assets of the issuer have not exceeded $10 million on the last day of each of the issuer's three most recent fiscal years; and
I think this comes down to interpretation? If it had said "on the last day of any," then I would agree with you. The each makes it sound like all 3 years have to exceed $10mil. Of course in my opinion.
Everything I've said is my opinion. Nobody should trade based on what I've said.