As Jon said, you really need an expert to tell you.
IMO - I would forgo trying to sell stock in favor of selling DOT's because of these regs.
If you are going to set up an LLC for each property are you not doing the same thing?
I see that you are trying to use small investors to do this, but it is far easier to raise larger amounts of money using them in a DOT/lien position.
What I haven't seen here is what happens when one out of 10 investors want's out or files a complaint with the SEC?
You are looking at a huge liability to the other investors unless you are prepared to automatically repurchase the shares. Even if you do that, it won't make you look better to the SEC or court.
Some others may know more, but on a single asset LLC the court remedy is to liquidate if I'm not mistaken. Now one bad apple makes the whole deal bad and everyone is looking to you to make them whole.
That is really a bad situation to be in with the SEC or in court.
