REG mod 24a

Question 1

What are “Blue-Sky Laws”?

Answer 1

State regulations related to the issuance and sales of securities.

Question 2

Describe what information is shown on Form 8-K.

Answer 2

Form 8-K is used to disclose material events to the SEC.

Question 3

Is a publicly traded company required to disclose whether it has adopted an ethics policy for certain officers of the company?

Answer 3

Yes, this is required by the Sarbanes-Oxley Act

Question 4

Securities sold on a national exchange are regulated by what act?

Answer 4

The Securities Exchange Act of 1934.

Question 5

What is form 10-K?

Answer 5

The form used for the annual report that must be filed with the SEC within 90 days of the fiscal year end. Audited financial statements must be presented.

Question 6

Can criminal liability result from securities fraud even if the securities are exempt from registration with the SEC?

Answer 6

Yes

Question 7

What is a 10-Q?

Answer 7

This is a quarterly report filed with the SEC. It is required to contain reviewed financial statements.

Question 8

Name the parties that may sue under the Securities Act of 1934.

Answer 8

Both purchasers and sellers of securities may sue under this act.

Question 9

Name the exemptions from the Securities Act of 1933.

Answer 9

I DANCE
I-–Intrastate Offerings
D-–Regulation D (Rules 504, 505, 506)
A—Regulation A (Simplified Offering)
N—No Sale; just dividends / stock splits
C—Casual sales
E—Exempt Securities (CD’s, General Partnership Interest)

Question 10

In general, what information is required to be presented on the registration statement for securities under the Securities Act of 1933?

Answer 10

PAN RIDS: Prospectus; Audited financial statements; Names of officers, directors, underwriters, significant stockholders; associated Risks, Info about mgmt team; Description of property, business, capitalization of the issuer; description of Security and use of proceeds from Sale.

Question 11

Name the act that provides for mandatory rotation of audit partners for SEC registered companies and provides protection for whistle-blowers.

Answer 11

The Sarbanes-Oxley Act

Question 12

Briefly describe the Securities Act of 1933.

Answer 12

It relates to the interstate commerce of public offerings of securities.

Question 13

What is the effective date of the registration statement?

Answer 13

20 days after filing the statement with the SEC

Question 14

Briefly describe the Securities Act of 1934.

Answer 14

It relates to the reporting requirements of entities registered under the Securities Act of 1933.

Question 15

What is the most significant information that is contained within an entity’s registration statement that is filed with the SEC?

Answer 15

Audited Financial Statements & a Prospectus