USA - Securities Registration

Question 1

Basic definition of a security is any investment in a common enterprise for profit with management _____

Answer 1

performed by another party

Question 2

Odd things that are considered securities are:

Answer 2

• whiskey warehouse receipts
• merchandising marketing schemes
• commodity options contracts

Question 3

Specifically EXCLUDED from the definition of a security are:

Answer 3

• insurance or endowment policies or contracts
• fixed annuities
• ownership interests in credit unions
• commodities futures contracts
• interests in both contributory and non-contributory retirement plans

Question 4

Basically, any unlisted, OTC or Pink sheet securities, fall under _____ registration

Answer 4

state

Question 5

A gift of assessable stock is considered to be a _____

Answer 5

sale

Question 6

Securities given as part of a bonus are considered _____

Answer 6

a sale

Question 7

Offers if warrants, rights, or convertible securities are considered _____

Answer 7

sales

Question 8

Security registrations are good for _____ with _____ updates

Answer 8

good for 1 year with quarterly updates

Question 9

The issuer, any person on whose behalf the offering is to be made, or a BD can file the _____

Answer 9

registration application

Question 10

Registration by filing is for ______ companies

Answer 10

seasoned

Question 11

Registration by filing is also used by ______ wishing to sell shares (ie rule 144)

Answer 11

non-issuers

Question 12

For registration by filing, registration is effective on the ____ after filing

Answer 12

5th business day

Question 13

Registration by coordination is when you conduct the state registration at the same time (and with the same information) as the _____ filing

Answer 13

SEC

Question 14

For filing by coordination, application must be on file for ______

Answer 14

10 business days

Question 15

Registration by qualification is the most _____

Answer 15

difficult (think O&G programs)

Question 16

For registration by qualification, registration is effective when ______

Answer 16

the administrator says so

Question 17

Each registration is effective for ____ from its effective date

Answer 17

1 year from the effective date

Question 18

The State Administrator is overseen by the State _____

Answer 18

Secretary

Question 19

The term “guaranteed” refers to a guarantee of ____, ____, and _____

Answer 19

dividends, interest, and principal

Question 20

If you are amending a registration statement to issue additional shares (because the issuer is over-subscribed), you have to pay both ____ and ____

Answer 20

an additional filing fee and a late registration fee

Question 21

Secondary market trades of securities listed on the Toronto Stock Exchange are given _____

Answer 21

an exemption

Question 22

Non-solicited customer orders are defined as ______

Answer 22

exempt transactions

Question 23

To be considered a private placement under the USA, no commission can be paid, no ads can be placed, and it can not be offered to more than _____

Answer 23

10 people

Question 24

For pre-organization certificates to be exempt under the USA, the number of subscribers is limited to _____

Answer 24

10 people

Question 25

Is advertising acceptable for pre-organization certs and they are still considered exempt?

Answer 25

YES

Question 26

The state cannot suspend an issue based on a fact known prior to the effective date unless such action is taken within _____ of the effective date

Answer 26

30 days

Question 27

The state admin ______ deny an exemption retroactively, but ______ vacate a stop order retroactively

Answer 27

CANNOT deny an exemptions retroactively but CAN vacate a stop order retroactively

Question 28

The Admin CAN summarily deny or revoke the exemption of a _____ issue (think “church”)

Answer 28

non-profit charitable organization

Question 29

Filing fees are only required for securities registrations in the primary market, not the _____

Answer 29

secondary market