General rule for registration is if an Adviser has more than $100 million they must register with the SEC. If you plan on managing less than $100 million you are required to register with the State of California. Here is the exemption: (1) has no place of business in the State of California and (2) during the preceding 12-month period has had fewer than six clients who are residents of the State of California. Let me know if you need additional info. Keith Gilabert