Choice "D" is correct. The Securities Exchange Act's antifraud provisions apply to all schemes to sell stock in interstate commerce and are not limited to registered corporations.
Choice "a" is incorrect. An issuer must follow the proxy provisions of the Securities Exchange Act only if the issuer is subject to the Act's registration requirements.
Choice "c" is incorrect. An issuer must file annual reports under the Securities Exchange Act only if the issuer is subject to the Act's registration requirements.
Choice "b" is incorrect. An issuer is subject to the periodic audit requirements of the Securities Exchange Act only if the issuer is subject to the Act's registration requirements.