A registration statement must include all EXCEPT which of the following?

A.

the compensation of the registrant's management

B.

the stock options and benefits of the registrant's management

C.

how the proceeds from the offering will be used

D.

pending litigation

E.

the articles of organization of the issuing company

Securities that are exempt from registration with the SEC include all EXCEPT which of the following?

A.

securities issued by any government in the United States

B.

securities of financial institutions that are regulated by the appropriate banking authorities

C.

securities that can be classified as either common stock or preferred stock

D.

short-term notes and drafts that have a maturity date that does not exceed nine months

E.

securities issued by non-profit issuers, such as religious institutions, charitable institutions, and colleges and universities