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D is corrent because the sale of $11 million in common stock does not qualify as exempt securities or an exempt transaction without additional information on the number and nature of any unaccredited investors. Since an exemption does not exist, Donn is required to fulfill all the registration requirements, which require inclusion of audited financial statements.
A is incorrect because registration under the 1933 Act, if required, is not dependent on or substituted by compliance with state securities laws.
B is incorrect because registration of the brokerage firm selling the securities has no impact on the required registration of the issuance of securities with the SEC.
C is incorrect because the SEC does not approve the merits of the securities offered; the SEC only assures that potential investors have sufficient information to make prudent investment decisions.