Problem: According to federal law securities must be registered with the SEC prior to being sold to the public for the first time. Since the Private University is offering a certificate for the first time they should file the proper paperwork to meet the requirements set forth by law. However, since the University is a non-profit they would be exempt from registering with the SEC under the Securities Act of 1933 (Seaquist, 31.1, 2012). In contrast, if the private university offered 'shares in learning' to all 50 states this would be regulated by Federal Securities regulation by each state. Here the states would have their own regulatory requirements or blue sky laws.