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D is corrent because unless a registration statement has been filed with and accepted by the SEC, it is generally unlawful under the 1933 Act to offer or sell securities to the public using instruments of interstate commerce.
A is incorrect because the SEC never evaluates the financial merit of an offering. Instead, the SEC requires full and fair disclosure so that investors can make their own determination. Registration statements are the vehicles of full and fair disclosures.
B is incorrect because a surety bond is not sufficient under the Securities Act of 1933. A registration statement must be filed with the SEC and accepted before it is lawful to use interstate commerce to sell securities to the public. A surety bond will not substitute for the needed registration statement.
C is incorrect because it does not matter who makes the offer; underwriters are subject to the same rules which require a registration statement to be filed with and accepted by the SEC.