Tilden Moschetti: Hi, this is
Tilden Moschetti of the

Moschetti syndication Law Group.
In order to have a Reg D

offering that's truly underneath
Reg D, we need to file with the

SEC a form that's known as Form
D, we're going to go through the

four pages of that form. Today,
it's four pages long plus

instructions. So stay tuned.

In this video, I'm going to do
something I don't think any

attorney has ever done before,
I'm going to walk you through

step by step, the Form D that
gets filed with the SEC

ultimately lives in their EDGAR
database. I don't think it's

been done before. And so we are
going to do it right now. So

let's do it. It's helpful to
have the form in front of us so

we know exactly what we're
talking about. So you can see

here this is indeed formed the
Securities and Exchange

Commission. Item one is the
issuers identity, what the

issuer identity is, is what is
that entity that's ultimately

filing this security with the
SEC. So this isn't the sponsor

information. This is the the
investment entities information.

So it has the name of the
issuer, the jurisdiction of

incorporation. So if it's a
Delaware, LLC, or a Nevada LLC,

or wherever it is, that's the
the jurisdiction that it's in.

If it's ever been in existence
before, there's some previous

names that go here. And then
here's we choose entity type,

almost all of my clients choose
LLC. Occasionally, for business

clients, we choose a corporation
that might make sense, it really

depends on your specific
situation. Year of

incorporation, most of mine are
fairly new that I file, so it's

almost always within the last
five years. And then they want

you to put in the year that it
was formed. So we do that like

that. Then we get to the
principal place of business and

contact information. Now this
most of the time is you as the

sponsor your information, or
really whoever it means to get

in touch in contact with. So
this is going to be just the

address for notifications and a
phone number. Item three, this

is the related persons. Now this
is where 99.9% of the times I'm

looking for who's going to be
the executive officer that's

going to be involved now the
executive officer could be the

manager of an LLC, or it could
be the manager of the manager of

the LLC, it's that person who's
probably the key contact the key

decision maker, one person is
identified. If you're doing it

as part of a team, it might be
there might be more than one.

But we only need for this form
one one person identified. So

there it's just last name, first
name, middle name, street

address contact information. And
almost always I use executive

officer, though could be
director or promoter in specific

circumstances, there's never
really a need in my experience

for clarification of that
responses. The item four is the

industry group. Now this is
mostly so that the SEC can keep

track of what industries are
generally using Reg D and so

that they can get a better gauge
on how to control what they're

trying to control. So most of
mine are either in this real

estate area, either construction
residential commercials down

there, other real estate if it's
land, but then a lot of times

I'll have technology, if I'm
working for a technology

business, or in business
services, I may choose that if

it's a specific business service
that's raising money,

occasionally, but not too often.
We'll use a private equity fund

really, that's more if it truly
is a private equity fund, or

venture capital fund. We'll use
those exemptions. Just to let

the SEC that's the kind of
organization it is. issuer size

here they're looking for revenue
range or the aggregate net asset

value. Now, a lot of times you
can choose and a lot of people

do declined to disclose, I don't
see necessarily a reason to

choose declined to disclose.
Certainly if I had a was

starting a real estate
syndication company for example

or a fun, I might want to put
what is revenue range or what

the asset value ranges just as a
small token of promoting myself.

If it was a business and a
small, closely held business I

probably would always choose
declined to disclose Sometimes

there's no revenues at all. And
sometimes there's no aggregate

value, or sometimes both. So
sometimes, depending on on my

particular client, I'll choose
either no revenues or declined

to disclose. Now the exemption,
so we've got several exemptions

for rule 504. 504 is pretty out
of favor at this point, I don't

do any Rule 504 filings, I find
it unnecessary and not

applicable to really any of my
clients. Really, my world is

rule of 506b and rule 506c.
Those are the two rules that are

most used by us. And they can
that's where we fill those out.

Now over here is the Investment
Company Act section, I have an

article on my website for the
Investment Company Act that can

walk you through that, if you're
doing real estate specific, it

doesn't apply. Under 3(c)7 is an
exemption that automatically

makes it so that you are not
counted in under the Investment

Company Act. There are other
rules and feel free to give us a

call if you want to discuss the
Investment Company Act and

whether you qualify. They're
most often my clients do not.

Occasionally there is and
occasionally, very occasionally,

there will be another
opportunity where there needs to

be a filing. Under the
Investment Company Act as well.

type of filing most of my
clients are doing new notice.

But if there was a mistake or
something changed, we might do

an amendment. And then the date
of first sale in this offering

would be that first day when
money exchanged hands from your

investor to you and deposited
into your bank account. Or that

point at which that amount of
money became so that you

couldn't get it back quickly to
the investor. The duration of

the offer, generally Reg D
offerings are valid for only one

year. But if it is more than one
year, you would choose no and

you would need to make sure to
stay on top of it to file. The

renewals on that types of
securities offer is equity is

generally self explanatory. You
know, it's generally an interest

in the business itself into the
assets. And so it's it's that

ownership interest, whereas a
debt may look completely

different than equity, where
it's a contract level

relationship to the the LLC
itself. And that money is owed

back to the the investor upon
certain guidelines. There are

other more unique things like
options or warrants. That's

never really applicable to my
clients. But it certainly is

available there as well.
Security to be acquired about

exercise of the option, again,
not generally used by any of my

clients, or it's probably not
used by you. Nor is pooled

investment fund interests.
Mineral property securities or

an other tenant in common
securities, I suppose could be

slightly of use. Generally,
that's not used, except in the

rare instance where I have a
1031 Exchange being done. I

might be doing tenant and common
security in that, in that

context. business combination
transaction for contemplated for

a merger acquisition or exchange
offer is almost always a no, it

would really be is if there was
a security sale being taken

place that was in connection
with a merger acquisition or

exchange offer, then we might
say yes. On page three, now, we

have the minimum investment
amount. So almost always you say

you set forward in your private
placement memorandum, a minimum

investment that's required from
the investor. So that is

oftentimes 25,000 50,000
100,000, sometimes even up to a

million as the minimum
investment amount. That's what

they're looking for here. If an
investor came to you and said,

I'd like to invest, what's that
minimum that you're advertising

or not advertising but that
you're putting in your PPM that

you would accept? Sales
Compensation, if you're paying a

broker dealer to represent you,
this is where that would go. If

you were doing excuse me, if you
were doing anything else, you

would not complete sales
compensation, you cannot pay

sales compensation to a non
licensed broker dealer. So this

part you would always leave
place unless you specifically

had a broker dealer or in your
transaction item 13 offerings

and sales amount. So

line A is really looking for the
total amount of the offering. So

if it is a $5 million, that
you're raising 5 million goes

there in line B is the total
amount that's currently sold as

of the date of this filing. By
sold again, we mean those monies

that you've received from an
investor and are currently

either in your account or
already have been deployed. And

then the total amounts to be
sold is simply this line a minus

line B gives you the total
amount that remains to be done.

Now you can have this be
indefinite, and if it is

indefinite, you would just
choose this amount of indefinite

but lying be still will have an
entry, you'll still have $1

amount there. Investors section
so this is looking for the

number of in first line is
looking for if it's possible,

that there are non accredited
investors. So to you This means

if you're doing a rule 506b
offering, then you would check

this box, and then you would put
the number of non accredited

investors who have already
invested with you, you have up

to 35 in any 90 day period, so
it's probably less than 35. My

guess is that if you put in a
number that was 36, when you and

you did this and you filed it
with Edgar, I would suspect it

would probably kick it back to
you. The second line is

regardless of whether there are
non accredited investors or not

how many investors have already
invested. So this is the sum of

accredited and non accredited
investors who have invested. Now

obviously, if it's a rule 506c,
this is the only part you're

filling out, it's just the
number of investors. Law line 15

Is sales commissions and finder
fees much like up here sales

compensation, you're going to
leave this blank unless there is

a broker dealer involved. Now I
know it's very tempting to see

this line here and say finders
fees. Okay, so that means I can

pay finders fees, the fastest
way to get in trouble here is to

pay finders fees, the rules are
very, very strict on the use of

finders, and I would highly
recommend that you just not use

them at all, the fastest way for
a house of cards to come

tumbling down is for somebody to
use finders have an issue come

up with one investor and the
investor say to their

plaintiff's attorney, I've got
this guy told me to invest in

this, it was really great, and
then it all fell apart, this

will kill you, I would not spend
my time at all using finers.

Item 16 use of proceeds, this is
really the amount that's being

used to pay you. And this is the
amount that's being paid you

typically as like an acquisition
fee, or as a marketing fee. So

it is used for payments to these
persons in risk. That is being

used, right. So and that is to
market the security or so a lot

of times that will also be
counted as the acquisition fee.

So I would put always put the
amount that's there. If you

don't know, if you've already
read if you're starting to raise

the money, and it's a 1%
acquisition fee, then you may be

choosing an estimate based on
what it is. And that's totally

acceptable. The last section
really is for signing the form d

and that is we again, we put the
name of the issuer, the name of

the signer, the signature of the
person signing, and their title.

If you are doing it yourself and
you marked in the box as you

were the executive officer, I
would always put as that you

were the executive officer here
and have you sign it. And that

is the end of the majority of
the forms for Form D. Now on

pages five, we have
instructions. Six we have more

instructions. Seven we have more
instructions. And now we get to

pages eight through these are
continuation pages. They do not

need to be filed if they're not
applicable if you've already

answered everything. So if
there's multiple issuers, which

sometimes there is we need to
fill out these pages as well.

And then also If there are
multiple related persons that

you're reporting, they would go
here on page nine. And then if

there were multiple people
paying sales compensation, which

I think I've beaten now that I
would not recommend it unless

you have a broker dealer, then I
then this page would be used.

And then signatures go here on
page 11. I hope that you found

that helpful to walk through
form D give you an idea about

what to expect when you're
filing it. Now it all gets filed

with the SEC on the EDGAR
database using your own issuers

see ik, for more information
about what that means and how to

get this done. If you need help
getting it done, my law firm

will certainly be happy to help
you. We represent people doing

offerings under Regulation D
rule 506b and 506c that is all

we do is work on Reg D
offerings, so feel free to give

us a call or visit our website
for more information.