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B is corrent because a limited partnership unit comes under the broad definition of a security in the 1933 Act, which requires registration of the sale of all securities unless exempt.
A is incorrect because audited financial statements must be included in the registration statement whether or not the securities are issued by an old or new entity.
C is incorrect because from the facts stated, the issuance does not fall within the exemptions allowed by the small offering exemption under the Securities Act of 1933.
D is incorrect because the potential liability imposed on Sherman & Pryor, CPAs, under the 1933 Act cannot be disclaimed.