Tilden Moschetti: In order to be
successful with any offering of

security, like a real estate
syndication, or a private equity

fund, or even a crypto mine, two
things must be there before you

do an offer. First, it's
incredibly important to make

sure that that offering is
marketable that people would

want to invest. And second, it's
also just as critical to make

sure that the offering is
illegal, we're going to go over

that today.

My name is Tilden Moschetti. I'm
a syndication attorney for the

Moschetti syndication Law Group.
Today, we're talking about the

two things, two ingredients that
are necessary for your offer.

Before you even think about
putting it out there hiring

anybody or whatnot, these things
must be there before you even

before it even makes sense. So
the first thing is, we need to

make sure that it is marketable,
we need to make sure it's

something that investors would
really want to, you know, just

invest into. So I got six
different tips for you on how

you can make sure that it's
marketable. First, analyze the

market, just look and see what
it is. So if you've been

presented, for example, with a
apartment building to invest

into, so you, you've come across
this offering memorandum, it

looks like a really great
building, look around and see

what the market is selling him,
how are rents doing how are

comps doing, how are how is
there a lot of vacancy in the

areas they're not, you got to
just start to take a pulse of

what that market of where that
where that offering would exist

in. Because if it's not wanted
there, if the market isn't going

to be interested, and you're not
going to be able to have

customers to whatever that is,
you're also not going to be able

to have investors. Number two,
evaluate the property itself,

like look at the fundamentals,
if it's if it's a property. So

walk it, if it's a if it's real
estate, go out there, just get a

feel for it, make sure it's
something that just feels right.

If it's something different,
really test it out. So if it's a

business offering, that you are
interested in buying a business,

for example, become a customer
of that business, and really

kind of figure out is this a
this kind of thing that you

would want to get involved with
number three, financial

analysis, you got to make sure
that the numbers all work, you

need to make a profit for your
investors, absolutely. But you

got to make a profit for
yourself too. So you need to

make sure that that within a
very reasonable period that

you're going to be making a
reasonable amount of money, or

in a really, really an
unreasonable amount of money. If

it's positive. That wouldn't
hurt either. But make sure that

you're making money, that it's
something that actually is that

the financials all add up on.
Number four is you start doing

your due diligence really dive
in, get beneath the surface and

find out how that investment
itself would work. Is it really

all it's cracked up to be is the
if it's real estate, you know,

it's the foundation good I'm do
those inspections, if it's a

business, do background checks
on the key players, if they're

staying in place, find out
what's really going on beneath

the surface, so you don't get
caught off guard. Number five,

assess the risk. every business,
every investment is risky, some

are miski or than others. And
the more risk you have

oftentimes means more reward at
the end of the day, but not

always. And sometimes the most
lucrative or have also a very

low risk. So where is that risk
level? Now you gotta be careful

here. What you have to be
careful about is not to sell

yourself, you have to remain
completely objective. It's very

easy for when you get excited
about a deal to start telling

yourself and I know because I do
this, and I have a formal system

that I use to check myself to
make sure that I'm not getting

in my own head and selling
myself on the deal. You got to

be crystal clear and ultra
rational. Make sure that your

risk analysis is thorough, and
objective. And number six, and

this is probably the most
important. Ask some of your

investors if it's something that
they'd be interested in. If

you're if you ask five of your
best investors by people you're

closest to Hey, thinking about
doing this investment investing

in this as is something you
would want to invest alongside

me with. Follow them say Oh
absolutely. not Well, you better

think again. Or if they say, oh
my gosh, that will sell in a

heartbeat. I want to take the
whole piece, if all of them are

saying that this sounds pretty
good from that score, doesn't

it? So do those six steps. Now,
I said, there's two key

ingredients. marketability.
Number two is legality, every

now and then I get a client or a
potential client in front of me

who presents me with a great,
great idea. It's a great

business idea. But for whatever
reason, it's just not legal.

There is no actual legal way to
do it. A great example just to

show you how it can happen.
Because we're not talking about

gunrunning, or something that's
just flat out everybody knows is

illegal. But so let's talk about
a lot of people come to me maybe

once a month, I get in, and I
get told an idea about pitching

an idea for tokenizing. Real
Estate, it is a great idea. I

can't argue with that. But the
tokenization process itself,

when it comes to securities
laws, probably doesn't work. Now

we can absolutely have a
conversation about it, if that's

your if that's your idea, but
most of the time, the legality

falls apart, because under
Regulation D. So for in order to

use Regulation D, we have to
make it so that we can't just

resell that that that membership
interest in the LLC, that it's

just not freely tradable. The
SEC doesn't want to create a

market, if that's there, which
is automatically there by

tokenization. That's part of the
whole idea of tokenization. If

that's there, it's probably not
legal under Regulation D. Now,

you probably could do it under
some other regulations, but not

under Regulation D. There are
other great business ideas about

whether you can do things or
not. But you got to ask yourself

whether or not it is legal. Talk
to an attorney who can help you

with that process to make sure
that what you want to do is

actually legal at the same time,
because if it's falls apart

legally, boy, you don't want to
lose that have that egg on your

face in front of your investors
of? Well, yeah, we had this

great idea. But we were told
that the last minute after we

got you all excited that it
wasn't legal, and we didn't want

to end up in jail. That would be
terribly embarrassing. I don't

want you to have to do that. So
let's go through what the key

takeaways from this video are.
Hope that this will be helpful

for you. Number one,
syndications must navigate the

challenges of both marketability
and legality when we structure

your offerings. Number two,
market analysis, financial

analysis, risk analysis, diving
into the valuation of the

property, all those things or
the asset, all those things are

absolutely critical. They're key
steps that you cannot afford to

skip. Number three, ask
potential investors what they

think I can't begin to tell you
how few of times this doesn't

happen. So in investments that
fail, that if you ask this

question, Well, did you ask
potential investors before you

did the offering, whether or not
they would invest? The answer is

almost always no. And so of
course, it's going to fall

apart. Number four, compliance
with securities laws,

understanding how private
offerings work across state

lines nationally, how they all
interplay and then those other

just fundamentals of securities
laws are critical for you.

Review them with an attorney
such as me, my name is Tilden

Moschetti. I am a syndication
attorney with the Moschetti

syndication Law Group. We're
happy to help you if you are

putting together a Reg D
offering love to talk to you and

see if we can be of assistance