Other Securities Registrations

Covered Securities

The National Securities Markets Improvement Act of 1996 designates other securities or securities transactions as "federally" covered securities which are not subject to state securities regulation. Included are offers made exclusively to accredited investors as described in Wyoming Securities Rule, Chapter 9, Section 3.

Also included as covered securities are national offerings listed on certain securities exchanges and certain securities which are exempt from registration under the Securities Act of 1933. No filings with the Secretary of State are required other than listed above.

Registration is the process of making "full disclosure" to the public concerning securities to be offered and sold. Registration for national offerings is made by coordination without review. Offerings not registered under the Federal Securities Act of 1933 register by qualification (W.S. 17-4-304) in Wyoming. Small corporate offerings may register under special registration by qualification regulations called "SCOR" (Small Corporate Offering Registration).

Registration of securities allows an issuer to offer and sell its securities to any number of persons in Wyoming. Registration also allows an issuer to use responsible advertising to reach potential investors provided that the advertising has been cleared for use by the Secretary of State.

SCOR

SCOR stands for Small Corporate Offering Registration. This is a special case of registration by qualification which is available to corporations seeking to sell securities and raise up to $1,000,000 under federal Regulation D, Rule 504 or raise up to $5,000,000 pursuant to Regulation A of the Federal Securities Act of 1933.

Disclosure is made using Form U-7. The Form U-7 and a manual for issuers filing SCOR offerings are available at the North American Securities Administrators Association (NASAA) website.