B is corrent because there is a broad specific exemption for securities offered by any person other than an issuer, underwriter, or dealer. Thus under the Act, public offerings of securities are regulated, but private offerings are exempted. This exemption permits most investors to sell their own securities without registration, prospectus, or other regulations except the antifraud provisions.
A is incorrect because previous registration does not exempt the securities from the 1933 Act. The registration covers a single distribution, so a second distribution must also be registered.
C is incorrect because the size of the company will not result in an exemption from registration under the 1933 Act.
D is incorrect because an issuer of a public offering has primary duty of registration under the 1933 Act.
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