Situation

Coffee Corp., a publicly held corporation, wants to make an $8,000,000 exempt offering of its shares as a private placement offering under Regulation D, Rule 506, of the Securities Act of 1933. Coffee has more than 500 shareholders and assets in excess of $1 billion and has its shares listed on a national securities exchange.

Review the following statements to determine which one(s) is/are correct. The statements are related to the application of the provisions of the 1933 and 1934 Act:

1. Coffee Corp. may make the Regulation D, Rule 506 exempt offering
2. Coffee Corp, because it is required to report under the securities Exchange Act of 1834, maynotmake an exempt offering

Statement 2 is correct

Statements 1 & 2 are both correct

Statement 1 is correct

Neither statement is correct

2- Review the following statements to determine which one(s) is/are correct. The statements are related to the application of the provisions of the 1933 and 1934 Act::

1. Shares sold under a Regulation D, Rule 506 exempt offering may only be purchased by accredited investors
2. Shares sold under a Regulation D, Rule 506 exempt offering may be purchased by any number of investors provided there are no more than 35 non-accredited investors.

Statements 1 & 2 are both correct

Statement 2 is correct

Neither statement is correct

Statement 1 is correct

3- Review the following statements to determine which one(s) is/are correct. The statements are related to the application of the provisions of the 1933 and 1934 Act::

1. An exempt offering under Regulation D, Rule 506, mustnotbe for more than $10,000,000.
2. An exempt offering under Regulation D, Rule 506, hasnodollar limit.

Statements 1 & 2 are both correct

Statement 2 is correct

Statement 1 is correct

Neither statement is correct

4- Review the following statements to determine which one(s) is/are correct. The statements are related to the application of the provisions of the 1933 and 1934 Act::

1. Regulation D, Rule 506, requires that all investors in the exempt offering be notified that for nine months after the last sale no resale may be made to a nonresident.
2. Regulation D, Rule 506, requires that the issuer exercise reasonable care to assure that purchasers of the exempt offering are buying for investment and are not underwriters.

Statement 1 is correct

Neither statement is correct

Statements 1 & 2 are both correct

Statement 2 is correct

5-Review the following statements to determine which one(s) is/are correct. The statements are related to the application of the provisions of the 1933 and 1934 Act::

1. The SEC must be notified by Coffee Corp. within five days of the first sale of the exempt offering securities.
2. Coffee Corp. must include an SEC notification of the first sale of the exempt offering securities in Coffee's next filed Quarterly Report (Form 10-Q).

Neither statement is correct

Statements 1 & 2 are both correct

Statement 2 is correct

Statement 1 is correct