Secretary of State

Securities

Effective Date: 07/05/1989 to 09/18/1995

Rule Type: Superceded Rules & Regulations

Reference Number: 002.0017.2.07051989

CHAPTER II

DEFINITIONS

Section 1. Central Registration Depository (CRD). CRD shall mean the NASAA/NASD Central Registration Depository computer system.

Section 2. Correspondent. Correspondent shall mean the person or law firm listed in item 2 of the Form U-1 representing the applicant or issuer during registration of securities.

Section 3. Financial Statement. Financial statement means a balance sheet, a statement of income, a statement of changes in financial condition and a statement of stockholder's equity.

Section 4. Investment Contract. An "investment contract", as used in W.S. 17-4-113(a)(xi) includes:

(a) Any investment in a common enterprise with the expectation of profit to be derived substantially through the efforts of a third party or the promoter; or

(b) Any investment by which an offeree furnishes initial value to an offeror, and a portion of this initial value is subjected to the risks of the enterprise, and the furnishing of the initial value is induced by the offeror's promises or representations which give rise to a reasonable understanding that a valuable benefit of some kind over and above the initial value will accrue to the offeree as a result of the operation of the enterprise, and the offeree does not receive the right to exercise practical and actual control over the managerial decisions of the enterprise.

Section 5. Issuer's Agents. Issuer's agents are those persons transacting business in securities on behalf of an issuer. Those persons are restricted to transacting business in the securities of the issuer.

Section 6. Mass Transfer. Mass transfer means transfer of a broker-dealer's agents from one entity to another due to broker-dealer registration termination; broker-dealer name change or reorganization; broker-dealer acquisition, merger or succession. Mass transfer is effected through the CRD without filing individual forms U-4 or U-5.

Section 7. National Association of Securities Dealers, Inc. (NASD). NASD refers to the National Association of Securities Dealers Inc., a self-regulatory organization (SRO) governing conduct of securities broker-dealers and their agents.

Section 8. Net Capital. Net capital as used in these rules shall be that specified by 17 CFR 240.15c3-1 unless the Secretary of State specifies otherwise.

Section 9. North American Securities Administrators Association (NASAA). NASAA refers to the North American Securities Administrators Association, an association of all state and Canadian provincial securities administrators which promulgates uniform statements of policy and interpretation concerning state and provincial securities laws.

Section 10. Securities and Exchange Commission (SEC). SEC means the United States Securities and Exchange Commission.

Section 11. Secretary of State. The Secretary of State as used in these rules means the Secretary of State of Wyoming and her successors acting in that official capacity and as statutory Commissioner of Securities.

Section 12. Segregated Account. Segregated account means any account which may receive deposits of cash located at any financial institution in the United States which insures its deposits through an agency of the federal government. This account shall be used only for deposits of offering proceeds and shall not be used for other types of deposits.

Section 13. Temporary Agent Transfer (TAT). TAT refers to the NASAA Statement of Policy on Temporary Agent Transfer. TAT allows securities agents conditional registration approval without lapse of registration when transferring from one firm to another.

Registration is conditioned upon receipt of a non-deficient Form U-4 and timely filed Form U-5 for agents showing no disciplinary history.

Section 14. Uniform Forms. Uniform forms are the following:

1. (a) Form U-1 is the Uniform Application to Register Securities.
2. (b) Form U-2 is the Uniform Consent to Service of Process.
3. (c) Form U-2a is the Uniform Corporate Resolution.
4. (d) Form U-4 is the Uniform Application for Securities Industry Registration.
5. (e) Form U-5 is the Uniform Termination Notice for Securities Industry Registration.
6. (f) Form U-6 is the Uniform Disciplinary Action Reporting Form.
7. (g) Form U-7 is the disclosure document and instructions for completion of the disclosure document known as the Registration Form For Small Corporate Offerings.
8. (h) Form U-10 is the Uniform Examination Request for Non-NASD Candidates.
9. (j) Form BD is the Uniform Application for BrokerDealer Registration.
10. (k) Form BDW is the Uniform Request for Withdrawal from Registration as a Broker-Dealer.

Section 15. Series 63 Examination. The Series 63 examination means the Uniform Securities Agent State Law Examination (USASLE) administered by the NASD.

Section 16. Signed and Verified. Signed and verified as used in Chapter III, Section 1(c) & (d) shall mean the financial statement was signed by and officer of the corporation or officer of a general partner or individual general partner stating as follows:

I, (Name of officer) holding the position of (name of position) with (name of entity) do swear or affirm that the accompanying unaudited financial statements and additional information pertaining to the firm of (firm name) as of (date) are true and correct.

____ Signature

____ Title

Subscribed and sworn to before me this __ day of __, 19__.

--- My commission expires

Notary Public