Structure to avoid 1940 act

Hello All,

My apologies for bouncing around a bit. I'm trying to avoid running into regulatory issues.

My structure is a KY corp that owns 51 PCT of a KY LP. (We haven't done the paperwork to assign units to corp yet)

It's a few oil wells owned by KY LP.

I live in a state ( not in KY) that makes it difficult as an exempt advisor.

All the funding thus far has come from guys in the oil business. Local operators.

In order to avoid becoming a 3c1 fund, we could file reg D for LP , raise money , rework wells and get this project profitable.

Would this approach negate becoming a 3c1 fund? It's not ideal but I can always restructure once I get some breathing room.

I want to check with you folks prior to burning up legal fees.

Your thoughts please

Many thanks