Soliciting Private Money and the SEC

[Evan Jarvis]

There are a few properties coming up for auction next month in my area that I'm interested in acquiring through an LLC. I'd like to raise some capital from private lenders in order to fund the deal.

I've put together a prospectus describing the kind of funding I'm looking for (term, interest rate, etc) as well as some information about the properties I'm looking at.

Can I distribute this without the SEC going after me for securities fraud?  I am specifically looking for loans, not selling equity (loans will be secured with the properties as collateral).  Would this violate SEC regulations?  I'm concerned that this might still be considered selling debt securities or bonds.

I do have family and friends who are willing to help me fund deals.  Would it be alright/any different to solicit loan funds from them?