b. Classes of Securities

KINDS OF SECURITIES

• “Per Se” Securities: those enumerated specifically under Sec. 3 of the SRC¹ to fall within the definition of “securities”. Examples of those named as securities are shares of stock, bonds, fractional undivided interests in oil/gas/other mineral rights, derivatives like options and warrants, proprietary or non- proprietary membership certificates in corporations, etc.
• “Investment Contracts: as defined under the 2015 IRR of the SRC², An investment contract means a contract, transaction or scheme (collectively "contract") whereby a person invests his money in a common enterprise and is led to expect profits primarily from the efforts of others. An investment contract is presumed to exist whenever a person seeks to use the money or property of others on the promise of profits.
• Catch-all – Other instruments as SEC may determine in the future.

Note: “Public offering” for purposes of registration, means a random or indiscriminate offering of securities in general to more than nineteen (19) persons, whether solicited or unsolicited.