Raising Capital - What is (Not) considered a security???

[Brandon Ropp]

Hello everyone, I am getting ready pay a retainer for a Securities Attorney and want to make sure that I am not wasting money. My partner and I are looking to raise small sums of capital ($20k - $40k) for individual short term projects using unsecured promissory notes until we can raise enough money to set up private placement.

The attorney that I found was a reference of a reference that I have very little information about but based on a short conversation over the phone, depending on how a note is structured, it may or may not be considered a security and therefore may be a legal solution around SEC guidelines until we are ready for big fund raising. 

The retainer would be for a few hours of this attorneys time to do research and try to find out if there are any "bright-line" approaches to using notes legally. Does anyone have experience with this already? Is raising private capital for any business subject to securities law no matter structure/ length / investor?  Are there any great securities attorneys out there that someone could recommend?  

Thank you in advance

-B. Ropp