Do I have to register w/ the SEC to have out of state investors for my Real estate investment company?

The mission of the U.S. Securities and Exchange Commission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. Unless your real estate investment company is publicly traded, it is unlikely it falls under the purview of the SEC. Either way, you should strongly consider consulting an attorney with experience in both real estate, corporate structure and capitalization. You will want to make sure your interest and control in the company is protected by bringing new investors aboard. The rights and obligations of all parties should be clearly set forth in whatever agreements are necessary to accomplish the transaction.