b'securities, your Tier 1 company would have to subject itself to the scrutiny of every state regulator where it intends to sell securities.The review fees for such states could potentially exceed the cost of an audit. Filing fees vary from state to state from as little as $100 to as much as $5,000.A summary of the rules for Regulation A+ (Tier 1) offerings: The issuer is limited to raising $20 million in a 12-month period The issuer may include investors with limited prequalification requirements State pre-approval is required Disclosures and SEC pre-approval are required No audit requirements Tier 2 will allow issuers who meet certain requirements to raise up to $75 million in a 12-month period. Issuers are required to perform an audit prior to SEC approval and for a minimum of two years following SEC approval. Issuers must use a transfer agent to handle funds and must meet certain ongoing reporting requirements similar to a public smaller reporting company, including filing annual, semiannual and current event reports. Despite the audit and additional filing requirements, Tier 2 pre-empts the statepre-approvalrequirementsunderTier1,makingTier2amore appealing option if you wish to raise money from investors in multiple states.Filing of certain documents with certain state securities regulators is still required.TheNorthAmericanSecuritiesAdministratorsAssociation 67'