[yumraj]

Am I misinterpreting the data when it says Avg. Angel income of $90K and Avg. net worth of $750K since that would make the "Avg." angel in their list a non-accredited investor and hence not an angel from who you should raise money since you will lose your Reg-D exemptions. The min requirement for an Accredited investor is a minimum annual income of $200K (or $300K with spouse if married) and/or a net worth of $1million not including your primary household.

Link: http://www.sec.gov/answers/accred.htm Link2: http://en.wikipedia.org/wiki/Accredited_investor

[rprasad]

You are not misinterpreting Reg D, but you haven't looked at the exceptions. There are numerous exemptions to Reg D, including the Intrastate Exemption and the Private Placement Exemption (usually, both of those are at play when dealing with angel VCs. These exemptions do not require accredited investors; otherwise, nobody could ever offer equity to anybody without registering with the SEC.

It's complicated, but the exemptions generally apply to the majority of equity offerings. It is usually only a problem when you are attempting to publicly offer equity. This was the primary obstacle to crowdfunding until the Crowdfunding Act was passed earlier this year.