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Tilden Moschetti: There is a
reason why 4.6 times more

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private exempt securities
offerings are put under

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Regulation D than Regulation CF.
Let's go through what those

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differences are so that you can
make your own decision on what's

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best for your security offering
when you're choosing an

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exemption between Regulation D
and Regulation CF.

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So when the big showdown is
between Regulation D and

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Regulation CF, the two major
opponents, when it comes to

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exemptions from registration
under the Securities Act, now I

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there is another opponent out
there and we'll Asterix like

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here, Regulation A does exist.
Regulation A though is a little

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bit different, because you still
make a filing, and it's reviewed

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and approved by the SEC. So it's
not like a true like file a Form

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and you're automatically exempt.
So it's a different kind of

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opponent. But two big opponents
are Regulation D and regulation

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CF. Now, let's talk about the
stats and the differences. In

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one corner, we've got Regulation
D, the heavyweight champion of

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the world, with 4.6 times more
knockouts than Regulation CF.

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Why 4.6? Well, first, you've got
Regulation D breaks up into two

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different rules. And one of one
of those rules is the rule that

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you'll pick, if you go with
Regulation D, in one corner,

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you've err in one hand, you've
got rule 506b 506. B is great.

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It's also concert called friends
and family because you can take

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non accredited investors up to
35. And then a 90 day period,

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and an unlimited number of
accredited investors, you can

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also raise an unlimited amount
of money, you're not stopped at

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5 million, 1 million, anything,
you can raise $1 trillion. If

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you can, if you can give me a
call, definitely we need to

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partner up because $1 trillion
is a lot of money. And if you

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can raise that much, well, I
want you on my team. But that

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aside, Regulation D rule 506b,
so the other fist is a great

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regulation, we can raise an
unlimited amount of money from

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an unlimited amount of
accredited investors and the

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knockout punch for it, you can
advertise so you can put a

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billboard on Main Street, you
can plaster the internet with

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ads, just to get your name out
there and get your investment

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out there. The big trouble with
506c, the one where it gets hit

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and they've got that rule is
because we can't take any non

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accredited investors. In fact,
we actually have to make sure

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that each one is accredited by
having third party verification.

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But having the ability to raise
an unlimited amount of money

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getting to choose between
whether we have non accredited

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or an accredited investor is a
pretty major win for it doesn't

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it sound like 4.6 times more
knockouts. But that's not to say

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that there's not a lot to be
said for the other opponent,

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Regulation CF. Now, regulation
CF doesn't break out into

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different rules like that it
just as one rule. So regulation

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CF lets you raise money from
both accredited and non

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accredited investors. It lets
you advertise. Now, what's the

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problem with Regulation CF? Why
isn't it getting more than

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Regulation D? Two reasons.
Number one, it's got a cap of $5

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million $5 million in any 12
month period, kind of a

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negative. The other big problem
with Regulation CF. And to me,

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this is the biggest problem, you
still have to do a filing this

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time it's on a form C versus a
Regulation D is on a form D your

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stuff to do that filing. But
you've got to have all of your

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marketing and all of your
transaction go through a

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registered portal. Ah, what is a
registered portal, a registered

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portal is a third party who puts
your name and puts your

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investment out there and take
some of your profit. How much of

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your profit I've heard as much
as 10 to 12%, which is a huge,

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huge chunk. Now maybe there are
some that are less that take

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charge less. But you have to ask
yourself if you're not able to

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actually put it out there
yourself. You're still You're

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gonna be responsible for
marketing it to drive all your

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traffic to this third party
portal, that's not even you, you

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don't even get to control that
traffic. So you have to be

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driving your own traffic to this
third party portal, where they

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also have all of your
competitors investments as well.

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And they charge you 10 to 12%
for the privilege, and the

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preparation of all the documents
needed for Form C and to comply

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with REG CF cost just as much as
that in Regulation D. That's why

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when it comes to the ultimate
battle, to me, I think the clear

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winner has always been
Regulation D and the stats show

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it 4.6 times more, a lot of
people come to me after trying

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to do a Regulation CF, it just
didn't work out, it was

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expensive. And a complete flop
Regulation D, we can craft a

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marketing plan with you to make
sure that your regular offering

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is successful. And the the cap
on the lit number of accredited

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investor or non accredited
investors isn't that much. If

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you've got the right network, if
you don't have the right

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network, then you only can mark
it to your right your accredited

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investors. But if you've got the
rights pitch, and you've got the

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right story, your Regulation D
offering is gonna be successful.

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So now it's time for you to make
your own decision on what works

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best for what you're offering.
To me. It's always Regulation D.

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So if you give me a call,
wanting to talk about what the

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two differences are, I'm always
gonna say Regulation D, I'm

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happy to have a conversation
comparing and contrasting the

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two, but just know I'm always
going to be on the side of

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Regulation D, it's the
heavyweight champ and you don't

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go against the champ. But I'm
always happy to have that

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Regulation CF is a fine choice.
I may be in favor of Regulation

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D but it's still a very, very
good choice. Regulation CF

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though has those negatives. And
then a plan can be worked out

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around those in order to solve
it through Regulation D. Or if

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Regulation CF is the right
choice for you. That's great

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too. Now if we can help you
either make that choice or if

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you need help with your
Regulation D offering, give us a

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call and let's see if I can help
you