The McDonald Investment Company was a corporation organized and incorporated in the state of Minnesota. The principal and only place of business from which the company conducted operations was Rush City, Minnesota. More than 80 percent of the company’s assets were located in Minnesota, and more than 80 percent of its income was derived from Minnesota. McDonald sold securities to Minnesota residents only. The proceeds from the sale were used entirely to make loans and other investments in real estate and other assets located outside the state of Minnesota. The company did not file a registration statement with the SEC. Does this offering qualify for an intrastate offering exemption from registration? Explain your answer.

The McDonald Investment Company was a corporation organized and incorporated in the state of Minnesota. The principal and only place of business from which the company conducted operations was Rush City, Minnesota. More than 80 percent of the company’s assets were located in Minnesota, and more than 80 percent of its income was derived from Minnesota. McDonald sold securities to Minnesota residents only. The proceeds from the sale were used entirely to make loans and other investments in real estate and other assets located outside the state of Minnesota. The company did not file a registration statement with the SEC. Does this offering qualify for an intrastate offering exemption from registration? Explain your answer.

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