Ok what about D lol I am looking at the online form right now and it does not seem to bad.
Reg D has a ton of moving parts, so I can't say with certainty any one offering, including even yours, would or would not qualify, but as a general rule, Reg D offerings are non-transferable except to accredited investors or upon registration of the securities. So unaccredited investors would be stuck with whatever you sold them unless they could find someone wealthy to buy them, or they could register them (which is expensive). In addition, there are limits on general solicitation (such as posting on public internet forums) that would make it difficult.
Like I said, these rules are draconian, and make it nearly impossible for anyone but the super-rich to invest in new and interesting start-ups. Reg A may be changing significantly soon, that was also a part of the JOBS Act, and I'm very hopeful for the proposed Regulation Crowdfunding. There may be a way to structure these transactions to meet an explicit exemption (it's almost impossible for mere structuring to get you out of the definition of a security though), but all of the exemptions require at least some notification to the SEC, and they would take very specific tailoring that would require a lot of time (and thus a lot of money) from an attorney.
I'm glad to see you're at least trying though, that assuages my main concern for you with people that claim to be compliant. People who say they're compliant and aren't are often frauds. I have this worry with Havelock, because even in the face of clear evidence that they are not compliant, they just keep saying "yes we are" without even trying to make an argument. You seem like you just honestly want to be compliant, the fact that you aren't is more the fault of the web of incomprehensible regulation, so I'll leave you alone. In your offering docs, you said you have an attorney, if I found the right guy, he looks like he's just a general practitioner. If he's interested in discussing this more with me, send me a message and I'll give you my e-mail, I'm trying to get a group of attorneys together to discuss all these issues and try to create a good framework to present to the SEC.
