Why do you have to be an accredited investor?
dasht: I am a satisfied customer of and recommend Nolo Press.  They publish books about "How to start a corporation" that answer questions like yours here, and also guide you through incorporating properly without paying excessive lawyer fees.One way to understand restrictions requiring qualified or registered investors for public offerings is to look at examples of who has been busted for breaking such laws.  An example I recall from a Nolo publication is the "movie deal".   You pick up a copy of Variety (back in the day) and there's an ad: "Invest in a new motion picture.  Major director.  Outstanding cast.  Guaranteed returns.  Call 555-1212".  Then, a few weeks later, the check has cleared, grandpa is out $50K but owns a useless stock "certificate", and the grifters have disappeared into the woodwork and broken the lease on the fancy office they rented for the "Unbelievable Films" 'company'.