Bernice wants to open a chain of coffee shops, incorporated as Good Morning, Inc., but needs some investors.

Bernice wants to open a chain of coffee shops, incorporated as Good Morning, Inc., but needs some investors. Her friend Robbie tells Bernice that she should be sure that she satisfies requirements of the Securities Act of 1933, as administered by the SEC.  Robbie tells her that she has to provide information to the SEC, through a so-called registration process. Bernice says that she does not want to do that since it's too expensive and time-consuming. She explains to Robbie that she does not want to advertise; and she wants to offer securities only to a limited number of wealthy friends. Particularly, she has in mind Scott who has a net worth of at least $3 million.