April 14, 2012
My fundamental issue with the law as it stands is that it forces the intermediary into a business model of striving to serve a critical mass of projects while having no interest in the outcomes of the projects. I envisioned a model where Dex Offshore would do 12-20 projects a year, be involved in the ongoing monitoring and guiding the development and implementation of strategy. The fee up front to promote the project really just goes to pay for the monitoring. Dex Offshore would get an equity percent (10%) of the shares raised. Accordingly we are strongly aligned with investors to ensure that only projects with great potential are on the platform and we only make significant revenues if the projects (and our investors) do well. But as the law reads, Dex Offshore is not supposed to have an economic interest in any of the projects (in our case, movies) produced.
So, I would argue taht the interpretation of the law should be less about driving the business model and more focused on transparency of fees. As long as people know this is how we are compensated, and we are public with actual uses of proceeds versus budget transparent as to where the film's revenues are coming from and how allocated to shareholders - this seems to me to be a better and more sustainable model than the mega-site with hundreds of active projects. Most importantly, I think it will drive better results for investors.
Second, in my construct, no securities are issued. They are all maintained electronically on my portal as well as any idle cash. Any subsequent trading, financial reports or reporting (IRS) is facilitated through the portal. In that regard, we would likely need to be considered a broker/dealer. A bit more complex, but where else would such shares even begin to trade? What IB is really going to make a market or platform for a company with $200K market cap. In my construct, the investors/members can use a bulletin board to find any buyers or sellers. They would agree on a price by themselves, and if we got matching orders from people who met all qualifications, we would execute the trade and move the shares and money for a small fee ($9-10/trade). This is the best likely liquidity scenario anyone would have - someone else on the same platform (or one of their friends) wanting to own more shares -- not some stranger on the pink sheets.
So, that's it - I urge you to think about flexibility in business models and let the market evolve a bit.