I am a partner (33%) in a new company that is trying to quietly attract selected investors. In the past, I have made my investors principles at incorporation time, and everyone has contributed an equal starting ammount of cash to the corporation. That has been the extent of the transactions. Now we are looking at something a bit larger, and I have been advised by a lawyer (not one I have retained...) that I may need to file with the SEC as an exemption before I can take in ANY money of any kind. We are looking at offering a sort of Promisary Note to screened investors, something that would hypothetically vest in x years at y percent APR. Do I need to file under 'Subsection D' rules that would exempt me from SEC filing requirements? What does it really take to do that? What's the story here? (I already know we will need a good corporate lawyer on our team, that's planed for stage 2.) Thanks! -Ben.