[momokatte]

Disclaimer: I might be misinformed or just making stuff up about how stock actually works. I write code, not contracts.

If you absolutely must keep them off the books because they're not accredited, perhaps you could be a proxy for that investment. Friends & Family give you the money, you bring it into the company and have proportionally more shares issued to yourself, and you hold those shares on the behalf of Friends & Family.

On the upside, it might make getting that angel investment go smoothly and if things really work out your company could have an IPO -- after which you could outright transfer the shares to Friends & Family for them to hold or cash out. It would also be that "fun" investment they're looking for.

On the downside, if your company got acquired you'd probably pay more income taxes on those extra shares than Friends & Family would if they had been the shareholders instead.