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If a non-profit private organization decides to sale shares in learning certificates to the public for a one time sale, does it need to be

If a non-profit private organization decides to sale "shares in learning" certificates to the public for a one time sale, does it need to be registered with the SEC under the securities act of 1933? Would it be different if these certificates were sold by a private for profit organization that has business in all of the 50 states?

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