The new Reg A rules really do provide a decent amount of flexibility, for the younger, entrepreneurial companies that aren’t looking to do a $2 billion IPO. – John Hughes , Marcum LLP, on RegA+ rules.

Reg A+ raises are getting their time in the crowdfunding spotlight, so Dan Baird sat down with Marc Adesso and John Hughes to discuss the challenges associated with launching a “mini” public offering through Reg A+. Marc is a Senior Associate with Baker Donelson, specializing in capital markets, and John is a Director with Marcum LLP, and a member of the Firm’s Assurance and SEC practice groups. They spoke with CTC’s Dan Baird about the Reg A+ evolution over the last year, and what may be in store. You don’t want to miss this one.

Here’s a Sneak Peak

On the power of a RegA:

One of the most powerful features of Reg A+ is that you can test the waters to anyone. You can throw up a website saying, “We think we’re gonna sell securities. Would you put non-binding indicator of interest stuff? You know click this button if you would be interested investing.” You can’t do that with an IPO.

On companies offering securities to uncredited investors:

Reg A sort of bridges the gap between a small, one state sort of local offering and allows companies to go almost to a public-company level of fundraising across many states, offering to strangers that aren’t necessarily wealthy people, family offices, those kinds of investors.

More on Marc and John

Marc J. Adesso is an attorney with Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, in Nashville, Tennessee. He focuses on securities, corporate finance and business transactions, including mergers and acquisitions. He provides strategic counsel relating to corporate governance, as well as SEC compliance and reporting. Marc is also a member of Baker Donelson’s Global Business Team and advises international clients in various aspects of transactional matters. He is fluent in Italian, Portuguese and Spanish, and has been listed as a top-rated attorney by Wisconsin’s Super Lawyers for multiple years.
John J. Hughes is a Director in the New York City office of Marcum LLP. He is a member of the Firm’s Assurance and SEC practice groups and has extensive experience working with public and private companies in the areas of accounting, auditing, advisory services, mergers and acquisitions, capital financing transactions and business restructuring. He has developed an extensive understanding of capital raising strategies recently permitted under the JOBS Act, including strategies involving Regulation A+ and crowdfunding. John also advises private companies going public on capital raising strategies, reverse mergers, initial public offerings and the securities registration process.

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Dan Baird: Good afternoon and welcome to Crack the Crowd. I am your humble host, Dan Baird. And today we are going to sit down with a couple of guys that know a ton about the compliance nature and Reg A+. One is Marc Adesso. I actually went to school with Marc way, way back in the day. He since gone on to get a JD-MBA and become much, much smarter than I ever will. He is an associate with Baker Donelson. And his good comrade is Mr. John J. Hughes. He’s senior manager in the New York office of Marcum LLP.

Hope these guys spend a ton of time focusing on the security and the compliance associated with Reg A+. They cover a lot and know a lot about the cost and the financial and timeline challenges that are associated with launching an initial public offering Reg A+, amongst other things. So, I have them on the phone and thought we would take advantage to see if we could get a little bit more out of them. And we talked a little bit about Reg A+ and its progress from a “Wall Street Journal” article that was released earlier this year and have a lot of fun.

So, if you like it, please, do me a favor. Go ahead and subscribe on iTunes, download if you like. And if you can, leave us a review on iTunes. If you are so inclined, give me an email. Shoot us a note at podcast@crackthecrowd.com Let us know who we should interview next. If you have any suggestions or anything else for us, please go ahead and let us know. And for now, here is Marc and John.

Dan Baird: Welcome to Crack the Crowd and I’m sitting here with Marc. It’s always the attorneys that become the bearers to speak to because it’s Marc Adesso from Baker, Donelson, Bearman, Caldwell & Berkowitz. Did I miss anything there?

Marc Adesso: You nailed it. PC, PC, we’re a…

Dan Baird: PC, PC. And the good Mr. John Hughes from Marcum LLP. Gentlemen, welcome to Crack the Crowd. How are you today?

John Hughes: Doing well, thank you.

Dan Baird: So guys, we were, you know kind of reviewing some Reg A+ and the topic of this “Wall Street Journal” article came up. And, you know, this is…I’ll see if I can actually pull the name here. Few Small Businesses Take Advantage of Mini-IPOs and this is by Ruth Simon from the “Wall Street Journal” on July 6. And Ruth is kind of going through and the sort of thing is kinda of poo-poing the lack of action or not enough or just how it’s not all cracked up to be a type the Reg A+ results that we’re seeing to date.

And for the listener, we were basically chiming in and reading through this article and finding how we disagreed with quite a bit in it. And thought it was a good time to basically just turn on the recorder and run through it a little bit and kind of take this kind of point by point and let’s see if we can do a little bit of potentially myth busting or, you know, if they’re right, they’re right, they’re right. So the basic premise of this, guys, is that essentially, you know, we’re coming up on the…what? Reg A has now been legal since January of 2016, right? Wait, it’s like 2015.

John Hughes: July of 2015.

Dan Baird: The actual legislation release. You know they always have like the comment period and everything else.

Marc Adesso: Yeah, they went into effect in June of ’15 and they were released for comments, obviously, months and months before that but they went into effect a little over a year ago.

Dan Baird: Got it. So, you know, there has been a bunch of kind of talk about the Reg A+ and it’s been one of, like on this kind of podcast, one of the main topics of conversation because it was one of the first approaches or one of the first opportunities to really get the “crowd involved” in these equity raises but simultaneously a lot of the high levels of disclosure and everything that it come with it make it a pretty difficult one as well. I mean, it’s kind of a targeted demographic and both of you gentleman deal with this demographic, this type of company that’s in the situation where Reg A really does make sense often and I wanted to hear just a little bit more about your take and thoughts on it. I mean, first and foremost, to get to the article, is it true that we are not seeing much activity on a Reg A+ raise?

Marc Adesso: Sure. So let me take in a quick step back and I’ll answer that question, but I think the interesting thing about Reg A+, like crowdfunding, it is that it allows companies to offer securities to people that are not accredited investors. And that sort of the big change, I think that the SEC was trying to get at when it made this. You know it followed the JOBS Act and made these rules and regulations for were both crowdfunding and Reg A.

What I think we, John and I, would say what’s interesting is that Reg A sort of bridges the gap between, you know, a small, maybe, you know, one state sort of local offering and allows companies to go almost to a public-company level of fundraising across many states, offering to strangers that aren’t necessarily wealthy people, family offices, those kinds of investors.

So having said, you know, I think that the techniques around that haven’t really been developed yet. You know in the ’90s, you have these smaller IPOs being conducted by investment banks but are no longer in business. That sort of mini-IPO concepts that happened 20 years ago has gone by the wayside. Where I think the article gets it wrong is that, you know, we’re in an environment right now where there are no IPOs happening. There are no sort of national fundraising events happening.

Recently, I know one financial institution went live with confidential filing and they actually came up at the top of their ranks, so it was considered a success. Besides that, you don’t really see any IPOs or new companies going public, by IPO, at least. So, to say that, you know, there’s no activity with Reg A+, it is sort of unfair. You have to look at the greater, you know, economic landscape.

I believe the article does say that there is over 90 companies that have filed, but then it also says that there is no activity. So, to me, if you compare the IPO market where you have zero to one filings, okay, to the Reg A+ market, where you have 94 or 95 filings, I think that sort of speaks for itself and it kind of says, “Okay, if that’s not activity, I don’t know what is.”

John Hughes: To add just one thing to what Marc said, you know, the new Reg A rules, they really do provide a decent amount of flexibility, you know, for the younger, you know, entrepreneurial companies that aren’t looking to do a $2 billion, you know, IPO. You know you could try and complete a Reg A+ offering, raise your capital and then move on as a semi-reporting Reg A company or you could use it as a stepping stone to become, you know, a publicly-traded company. You know I think there’s been filings on both ends of the spectrum.

So, it gives companies a whole new avenue to capital, provides them with a lot of flexibility and, you know, it’s been in the works for a year now. And, you know, when you take into account like Marc said, the economic conditions going on, you know, it may not be so farfetched that not many companies have finished their raises or etc., etc. You know it’s been a tough time for the IPO market right now. So, I think it gives companies a lot of flexibility and I think it’s still something to be very, very, very excited about.

Dan Baird: For what it’s worth, I don’t file much in a way of work with the SEC as to how many people call me about getting those Reg A+, but I can tell you the interest is going up and up and up and up. I mean, here’s the reality from my side, what I find is there are a ton of companies and a ton of, you know, firms and everything else that need soe sort of capital. And when they come to us, they basically have what we refer to as kind of the minimum walk away, where we say like, you know, “If you didn’t raise X, would it be worth doing any raise? Tell me what that number is.”

And then what is the ideal raise, right? What would we actually like to do and accomplish? And there is a ton of activity from the Reg A+ side because when you get into the Reg CF, interesting but, as I’m sure guys know, I mean, you know, they’ve got a bunch of campaigns but the cost to conduct a Reg CF campaign really, really low, you know, very, very little in the way of disclosures.

There’s, you know, GAAP-based reviewed financials but there isn’t too much too it, you know. There’s attorneys that can do all the reviews and things for few a thousand bucks and you can put together a campaign, usually because they’re also pretty low and that the maximum raisable amount per year is only a million. But it’s a great opportunity for people that don’t have cash out of pocket ready to go because a Reg A cost money to conduct in the first place, right?

And it’s a fantastic target. Like the demographic profile from a Reg A+ for me is the ideal. We get to find people that are sophisticated, institutional investors that can throw large quantities of money into the kitty. And then on top of that, if you’re a consumer product, if you’re something that really relates to the average American, you also have that opportunity. It lets you test the waters and you get all of that really fantastic, fantastic just operating data for your company that helps just, you know, day-to-day operations.

But the one conundrum with that Reg A is when a lot of people come from the door and they’re looking to raise that. Usually, I would tell them, “You know, if you’re not raising a minimum of 3 million, you should probably look to another raise or conduct some sort of back-to-back raise where you can pick up some of the funding to actually help pay for the Reg A in the process because, you know, from a cost perspective, it’s not cheap. Like marketing dollars to get to that many households in the United States, it’s pretty expensive. If you guys have to take someone through the cost and like timeline associated with the Reg A, what would you guys be kind of estimating, you know, a ballpark? I won’t hold you to it but if someone’s in the planning cycle with a Reg A, what do you tell them to budget in terms of time and money to conduct the compliance offering?

Marc Adesso: Sure, so couple of points in there. One, I’d like to sort of bring out is the testing the waters thing. One of the most powerful features of Reg A+ is that you can test the waters to anyone. You can throw up a website saying, “We think we’re gonna sell securities. Would you put non-binding indicator of interest stuff? You know click this button if you would be interested investing.” You can’t do that with an IPO.

John Hughes: Even before you file things, which great.

Marc Adesso: That’s right. To me, ultimately, you have to file these things with the SEC. But John’s right, at the beginning, you don’t. So that’s a really, really key feature that I think sometimes gets lost in, not just this “Wall Street Journal” article that we’re talking about, but a lot of the media reports on Regulation A +.

John Hughes: It’s possibly one of the biggest things that came out Reg A+. Not to interrupt but that was huge when that rule came into effect.

Marc Adesso: Yeah, yeah, I agree. I mean, that’s exactly my point. You know, when you’re talking about IPO, for instance, you can do testing the waters but it’s limited to qualified institutional buyers or institutional accredited investors. We’re talking about pension funds, banks, things like that. You can’t just throw up a website and say, “Hey, we’re gonna do an IPO. Everyone, buy in.” But you can actually do that with Reg A+. So, you know, when we’re talking about marketing and things like that, I just like to call that out.

But to answer your question, I’ve had, you know, a number of conversations. I have anywhere from, you know, three to five conversations a week about Reg A+. You know two of those are someone who’s read something about it and just wanna know more. Two or three of those are someone who is actively looking to do a fundraise and hasn’t heard about Reg A+. You know they say, “I wanna raise 25 million bucks but I’m not sure I have enough family offices lined up and interested, you know, to get where I wanna go.”

When I explained Reg A+ then they get very excited, you know. And then 50% of the time, we go forward and keep looking at it. Fifty percent of the time, they find an article, like the “Wall Street Journal” one and they get scared and they pull out. So, you know, out of those, let’s say three to five, one or two end up pursuing it beyond the initial conversation. So, when I’m having that sort of second conversation with the person to sort jump through his initial hoops, it’s an interesting conversation.

You know, the legal fees, you know, ballpark, we’re talking about, of course I can’t give you a C quote on a podcast. But what we’re quoting, again, these are my opinion, this is not legal advice. This is not a C quote. We’re saying 50 grand if you do a lot of that leg work up to about 150 grand, if we’re doing a lot heavy lifting. You know there’s a lot of pushback from the SEC. There’s, you know, comments we have to address, those kinds of things. You know we have a number we threw up to the auto feeds but I’ll let John answer that.

But I think the bigger thing, and you kind of touched down this, is making the clients understand that probably the biggest cost in a Reg A+ raise, if they’re not able to do it themselves, is gonna be the marketing piece. That, you know, to raise 50 million bucks, possibly from a bunch of unaccredited investors, you know, regular Joes as they were, that you don’t know, you’ve never met and live four states away, you know, that’s gonna cost a lot to get to the top of their mind and to get them to actually put dollars into your raise.

So, one thing the article, I think, sort of did do a good job of, the “Wall Street Journal” article again, it is indicating that Elio Motors spent something like, you know, a million dollars on their marketing. But in my mind, if you didn’t have those great family-office, you know, private-equity-type connections, and you needed to raise say $25 million, well a million bucks on marketing is probably money well spent. So, having said all that, that’s the biggest part of the conversation. That’s actually, probably, what for me, you know, one who just file and get started, you know, slows clients down that they have to sort of rethink their usual, “Well, I’m gonna go to these five family offices and then I’ll be done.” You know, if they know, I’m just saddled up, you know, changing that mind sets to, “No, really, I can raise this money. I just need to figure a better and newer marketing plan so that, you know, get my product, my name out there and get people interested in investing.”

Dan Baird: There’s a big misconception on that too. The really fun part on the Reg As is that, you know, like I’m talking about there is a decent amount on Reg CF because this has been on the news a lot lately with a lot of people saying, you know, it’s a tough one. But the reality is you’re testing the waters and you’re going to a market that in many ways is basically built in word-of-mouth marketing, one of the most trusted and reliable sources of basically going and finding the next kind of big thing. You get to dual purpose, all of that type of marketing and establish a relationship that’s only an investor but a brand ambassador and on top of that, a customer. It’s a triple threat. There’s a lot of really cool things and a lot of really cool efficiencies that come with that, right?

Just testing the waters, you’re generating an email list. You’re generating a lot of contacts that you could potentially kind of bring in and under the tents, so to speak. And people that basically are still in one way, shape or form willing to participate or looking to participate in your success. There’s a lot of really cool stuff you can do with that. And those cost when people come through.

I mean, I agree, I hear a ton where people thought it’s expensive or, you know, it could be cheaper if I went to X, Y or Z. And oftentimes, I think the reality is it’s not nearly, you know…it’s not as cheap as you think to go those other routes. And I think that the further down the road and the more and more companies they get through this, you know, at 90 that’s a decent amount that I usually like for our marketing stuff. I go, “I want 50 really reliable data points to even start to formulate my hypothesis on this one.” And so, that would mean, you know, we need some more Reg A+ as they’re really confined to a specific industry.

Marc Adesso: But they get to really start to prove, “Hey, here’s how we utilize that money. And here’s what we did in year two and year three and year four with that type of data.” There is a lot there and it’s a lot more efficient than it could be, but, yeah.

Dan Baird: To your point, between 50 and I’ve actually heard as high as like 250 in some cases where some people filing Reg A+. Maybe that was in situations where, I mean, it was earlier, right? The costs on these things always go down, so…

Marc Adesso: Yeah, I mean, my firm, Baker Donelson, is located in the southeast so our fee structure is gonna be a little lower than, you know, say, a big city firm in New York or LA or something. That could be part of it.

You know, one other thing I just wanna kinda throw out there, based on what you said, and I swear I let John talk about audit stuff in a second, but, you know, like one area we’re targeting, for example, is Joel Buckberg, who is sort of leading franchise attorney in our part of the world, down here in America and South. And I wrote an article about Reg A+ and how that could be applied to a franchising model, right? So, for franchise, or to do a raise like this for whatever reason, whether that be expand marketing, build more company or stores, that kind of a thing. They can sell their securities to their franchisees. So, you know, if you have, say 300 franchisees, that’s 300 people, 300 data points of built-in, you know, people interested in buying your securities.

So, I think industries like could really benefit from this and it’s just not really being talked about yet. And that could really change that price. You know I also think that it is something where, I know there are some sort of banks and broker dealers interested in getting into this space also and doing these deals. But there are places where you might not have to pay to that banking fee.

Of course, in other industries where I think the banking fee is a really good idea. You know, for example, I know seed investors and pretty cool tech-type, you know, Reg A deals. So, it depends, but that might be another cost as well. Anyways, I’ll let John talk about audit stuff.

John Hughes: You know, thanks, Marc. I mean I’ll try not to get too technical for the listeners. You know, there’s two tiers of the new Reg A rules. There’s Tier 1 and 2. Tier 1, I haven’t too much experience but people come to talk to me about it. You don’t need audited financial statements for a Tier 1 offering, but the Tier 1 offerings are capped at $20 million. But the state review, the individual state review, is not considered to be, for lack of better word, included, like it is in a Tier 2 offering. So, when you do a Tier 1, you have actually to go to state to state to state. I haven’t too much conversations about companies doing a Tier 1 offering.

Now, the Tier 2 offerings, where you can raise up to $50 million, require audited financial statements and those audited financial statements need to be for, you know, the two most recent fiscal years. If you’re filing your initial Reg A filing 1-A statement with the SEC more than nine months since your balance sheet date, you have to include interim financial statement. So, there is some work to be done. You know it’s very hard to put a cost on it, Dan. You know only because, at least in my case which is very different than Marc’s, you know the size of the company, the length of their history, you know, the amount of activity they’ve had, it all comes into play, you know, when coming up with a number, where they’re located.

You know, Marcum is a national firm. You know we have, you know, over 22 offices around the country. You know our SEC practices, in all those offices, so it really depends on a bunch of different factors. I’ve seen companies that have had a six-month history doing offering. I’ve seen companies that have been around for seven years consider a Reg A offering. So, it really, really depends, hard to put a number on it.

And in addition, you know, we talked about flexibility earlier. The Reg A rules, while I would love every company considering a Reg A offering to give Marcum a call and use us as their auditor, they are allowed, you know, some flexibility. They could use a regional firm that could have lower rates. I won’t say in Tennessee, Marc. I don’t wanna, you know, point out Tennessee. So, you know there’s flexibility there.

You know my firm has a bigger brand but we’re well known in the entrepreneurial space working with companies with $500 million or less market cap. So, Reg A+ for us was a great fit. But there’s a lot of option for companies looking to do a Reg A+ offering, and they can work with, you know, work to do the best they can to keep their cost as low as possible.

Dan Baird: What timelines? You know because I do the same kind of thing, I mean obviously the more you’re looking to raise, the more it’s going to cost and, you know, all that type of stuff plays in but when you go guys go through and you have to submit documents to any of the compliance organizations or, you know, the FINRA or the SEC, are there turnaround times that they need to be building into their planning in all those documents that they should be aware?

John Hughes: Are you referring to current turnaround time as from when an audit starts or turnaround time from when a company presses the go button on, they’re going with the Reg A offering, to filing their first document or both?

Dan Baird: Both.

Marc Adesso: Well, you know, I should be curious to hear this too, you know, John, along those lines. You know, how many of the company that you’re talking to about this, you know, come with already, you know, accountant reviews, CPA reviews, financials? You know, how many come with audited financial already, they’re basically good to go, they just want a once over for Reg A purposes? You know, how many are true startups, you know, if someone doing the work out on a excel spreadsheet and then, you know, how does that affect your timing?

John Hughes: Marc, that’s a great question. And not to sound the same as before, but it’s actually a mix. There are some that have never been audited before and have five years of history. As you can imagine, that could take some time. There are some that have been audited before, maybe it was by a small or local firm but at least something has been done. And, you know, there are some that maybe they were audited three or four years ago, so they’ve got the systems in place, but haven’t been audited in the past two years. So, it’s really varied. You know, if a company has never been audited before and they need the full two years, you know, it could range from anywhere between four to six to seven weeks. It depends on the size, complexity, etc, etc.

So there’s a lot of different factors. It’s really tough to put a, you know, a target on. This is exactly what it is. And, you know, this is only me talking about the auditing side. I mean, you know, things can come up on the legal side or, you know, offering structures get changed, you know, legal documents get changed, etc, etc. So, you know, it’s tough to put an exact timeline on how it would go from beginning to end.

Marc Adesso: Yeah, I mean, on my end, I’ve sort of had a few different people ask me whether it be for an article or just, you know, they’re own purposes, it’s for internal purposes, to put together like a Reg A+ timeline, you know, from start to finish. And I have been pretty hesitant to do that only because there are so many factors that go into this. You know, I can certainly tell you that for the legal piece, if you give me all the information I need, I can turn around your documents in a week, you know. But that really doesn’t, you know, speak to the front-end work of, you know, having all that company information ready to go, having, you know, decent financial that I can read and turn into legalese. And then on the back end, after the first, you know, documents to file the 1-A with the SEC, we’re seeing a really, really wide range of comment period times from the SEC.

The SEC is paying really good attention to these. You can tell from the filing that they’re right on top of, I think they’re interested in what’s happening with Reg A as well. But, you know, you have somewhere, a company like Fundrise, for example, they’ve sort of figured out a model now. They filed their 1-A, and the SEC approves it within like 10 days. But there’s others that you see, you know, go on for months. There’s comment periods that go back and forth, you know, and it’s taken any number of months, up to six months, we’ll say, to get theirs approved and qualified.

So, you know, for those reasons, I say, “Look, we’ll do our best to meet the timeline but a lot of it sort of has to do with the company and how prepared they are from the outset before I could give any kind of timeline.” You know, also, I think the Dan’s thesis is probably, a key piece also. You know you can get this thing filed but then how long will it take to actually raise the money? It really depends on, you know, what industry you’re in, whether you’re consumer products, something sexy that people will be drawn to or Dan’s really gonna have to beat the bushes and pound the sidewalk, you know, yeah. And it’ll take months for people to buy into it. You know, you have, you know, 50 million for every 12 months and you may need a lot of those 12 months, the first time around.

John Hughes: Sorry, I just wanted to add. I think as time goes on, companies will start to realize that, you know, like we said earlier, it takes time and effort to go out and ask people to invest in your company, especially when you’re looking for $50 million. You know it just takes a little time, you know. If you’re still filing documents with the federal government, you know, they’re public out there. You wanna make sure you do things the right way. You know that you’ve crossed all your t’s and dotted all your i’s.

So, you know, I think that the more time goes on, it’ll start to be looked at as great alternative for smaller companies, and it’ll be more understood that it’s not something where, you know, if you’ve got a large crowd that, you know, it could be as simple as pinging the crowd, you know, that you’re doing an offer. And it’s gonna take time, take a little time. You know there’s got to be some effort put involved with it, you want to get the right advice, compliance, etc, etc.

Dan Baird: Nice. You know, we’ve kind of like many others in this space, like as the regulations come out, as the deals go through, as the needs kind of arise and fall by the wayside, we’ve started to really understand that there is actually quite a bit to be said for. This is actually in many ways, I think it’ll become kinda one these things that you kinda plan well, well, well in advance for. It’s one of these things where you know, eventually, we are going to want to do a Reg A.

So, what do we need to do and what should we be planning for at this time? And it sounds a little bit counterintuitive but a lot of our clients that come through, we’ve kind of built in like a package that basically go through and do kind of an assessment, if you will. You kinda build a roadmap, like a lot of the stuff, you can’t, you know, to your highest point, give them all the data that they are looking for from just…you know, one size does not fit all, right? The size of the population I’m trying to reach, how desirable they are, where they are, all those things really impact how much that marketing campaign would cost.

A really good news for a lot of those issuers that most of them don’t know is that I use and could use that exact same data to build you a very, very healthy marketing plan that would just be for conducting your operations like the keyword in the volumetrics, the population of who’s in that target demographic. It’s all basically the same stuff but I would use to basically just get sales. And a ton of these things we can use and we actually do is a lot of the marketing assets to do kind of our initial assessments to basically kick off just standard marketing programs or dial up, you know, everything from just the email nurturing and stuff like that.

But it actually means that they can actually start generating more revenue as they start to put together their actual fundraise, as well. And for my team, actually, we kinda pay for ourselves. And it’s gonna be a little bit closer to just kind of the way you do business in the future. I know I’ve actually found a ton of these stuff has turned out to be really, really useful for the clients and they’ve found it pretty nifty as well. So, we’ll be getting to that point. Marc, I wanna take you up on generating a timeline. Do it. Do it.

Marc Adesso: Well, like I say, you know, maybe as this becomes, you know, a bigger piece to the vernacular and we can sort of, you know, have a 100 or 150 of these that had been qualified with the SEC, I can average out that number, and then we’ll talk but…You’re so bad, you know.

John Hughes: Marc, you’re an attorney. Marc, just stamp draft or subject to change all over.

Dan Baird: There you go.

Marc Adesso: Right, right, right.

Dan Baird: It’s the nature of the beast, man. You just gonna do the best with what you have.

John Hughes: We’re doing one for Reg CF and it’s, you know, like we went through and we interviewed a bunch of the clients in the campaigns that were operating under that one. And we just found that, any, like, don’t even think of it as a timeline but a checklist.

Dan Baird: The checklist would be fantastic in terms of planning and like every other crowdfunding raise, the more time that we can dedicate to the planning and strategy phases, the cheaper everything after that becomes. It’s just dominoes. So, there is a…

Marc Adesso: Well, I’ll take it for me. My checklist would look something like, go talk to John Hughes then go talk to Dan Baird then come talk to me, you know. In my ideal world, they would have all that lined up before we talk to ’em.

Dan Baird: Nice. Done and done. Well, thanks, guys. Usually, I appreciate the time and we’ll be in touch. If anyone of our listeners wants to find you, where should they go online?

Marc Adesso: So, for me, my name is Marc Adesso, A-D-E-S-S-O, and I work for the law firm, Baker Donelson and that spells just like it sounds. So, if you go to bakerdonelson.com, you’ll find me.

Dan Baird: Such an attorney answer. Most people just give out their Twitter handle, Marc.

Marc Adesso: Or maybe it’s that I’m old, right? I do have [inaudible 00:29:23] but…

Dan Baird: John, where can they find you?

John Hughes: Yeah, and I’m John Hughes, I work at Marcum LLP, a national accounting firm. I’m located here in our New York City office. You can search me on LinkedIn, just type in my name. You can also reach me at john.hughes@marcumllp.com and I’ll be happy to get back to you.

Dan Baird: Thanks, guys, I appreciate the time.

Marc Adesso: Thank you, Dan.