Investment Banking Advisory Services

As former Wall Street financiers, we have many capital sources looking to fund "Quality Deal Flow", primarily investment banks -- broker dealers, angel groups, accredited investors, hedge funds and private equity firms. Our job is to create and supply that Quality Deal Flow. If you believe your firm can become that Quality Deal Flow, then we invite you to join the many entrepreneurs who are getting the funding they need... on their terms.

Our Premise:

1. Primary Problem: As you may be aware, submitting common equity for an initial public offering (IPO) to raise substantial amounts of capital from financial institutions, such as; investment banks/broker dealers and market makers, simply does not work well for most privately held companies. Why is this strategy so difficult to execute? Because most privately held companies are simply not ready to "go public." Now, many companies due "go public" earlier than they should because: 1.) For the issuing company, they need the capital; and 2.) Most investment banks / broker dealers want to execute the IPOs from the deal flow they receive - sooner rather than later - because that's how they make money. Waiting is never in their best interest, but waiting is almost always is in the best interest of the client firm - the issuing company.
2. Solutions: 1.) Consider securing the needed capital with issuing a private placement of preferred equity sold through the investment banks / broker dealer first. Then take the time needed to create a company with real value (hire more management, secure additional intellectual property; acquire new assets and or companies, etc. and truly prepare for a stellar IPO of the common equity when maximum value has been realized. By doing so you not only create real value for all shareholders, including additional wealth for the management team, you mitigate the fiduciary duty risk of the management team of the issuing company. Such securities would include "hybrids" with a "high yield" component coupled with a forward non-dilutive position, such as; participating convertible callable cumulative preferred stock. 2.) Consider establishing an In-House Finance Department and hiring someone from the securities industry to manage the capital raising process and the administrative functions of the finance department itself. Former Financial Advisors, can work as a bona fide employees for your company, no securities license is required. How do you find these individuals? It is relatively easy because of the securities industry's high turnover rate - especially in today's market. How do you afford the staff? They are a self-funding expense - if done correctly.
   • Additional Benefits of Issuing Hybrid Securities: Other significant benefits of issuing hybrid securities that are in high demand include: (a) Your common equity ownership and voting control is not diluted or lost; (b) They are in demand so selling them is relatively easy - Dividends may qualify for the 70% "dividend exclusion allowance" for U. S. Corporate investors; (c) They can be "Callable" or redeemable making this form of equity temporary - at your option - therefore the least expensive form of equity; (d) Once these securities are listed on a publicly traded exchange, offering them directly to market makers at a discount to market price makes raising additional rounds of capital very easy; and (e) More importantly, once listed on a publicly traded exchange these securities can be used as currency for asset or company acquisition purposes ~ very important!
   • Additional Benefits of Building a Finance Department: Other significant benefits of establishing an in-house Finance Department are: (a) It can manage future capital raising efforts in house and/or in conjunction with your SEC registered broker dealer. It can also manage franchise operations, banking, supplier-creditor negotiations, lessee relations, product lease options, investor relations and so on; and (b) It can function as the catalyst for an exit strategy for the owners' shares, when they are ready to divest their ownership positions. The point being, an in-house Finance Department is not a temporary department. On the contrary, if built correctly it can be a cornerstone of your company.

Our Process:

1. Create a Private Placement under Regulation D. Produce pro forma financial projections to GAAP standards thereby creating a 5-year capitalization plan illustrating a series of hybrid securities offerings with "Marketable" deal structures to further the success of each offering. Produce securities offering documents that not only comply with federal and state exemptions from registration, but also with the deal structures that are engineered to sell.
2. Conduct a Private Offering of Preferred Equity Securities. Sell a private placement of preferred equity securities, under Regulation D through an SEC registered investment Bank/ Broker Dealer.
3. Employ the Capital. A portion of the capital is used to: (a) further the protection of the company's assets, (i.e. intellectual property); (b) expand business operations; (c) provide ample working capital to pay executive and staff compensation; to hire or fund a V.P. of Corporate Finance to manage the capital-raising process; and (d) more importantly, to prepare for an IPO of the common equity and to be able to afford the patience it may take to time the IPO appropriately.
4. Secure an Exchange Listing for the Preferred Equity Securities. List your company's newly created preferred equity securities on a publicly traded stock exchange your company may qualify for; i.e. NASDAQ, NYSE, etc., thereby making the securities liquid or "free trading."This attracts investment banks/broker dealers and market makers who will want to participate in the offering, thereby greatly increasing your probability of securing the needed capital. This also enables your company to legally advertise the securities to the general public in order to compete with other financial institutions to attract individual investors locally or, over the Internet, globally. In addition, once your company's hybrid securities are listed for trading, you can simply "float" or sell more securities into the institutional markets to raise capital, as needed. Will your company's securities sell? They will if they have a marketable deal structure and you provide a discounted price to institutional investors ~ market makers. Exchange listing is available through our Investment Banking Advisory Services.

Our Promise:

We provide our Investment Banking Advisory Services with a contingency fee schedule, so we are equally committed with our client firms to a successful capital-raising effort. Our client firms make progressive payments (Primarily from the Proceeds of the Securities Offering) as we perform certain securities offering document production, filing and securities sales training functions and as they raise the capital. Our clients simply are required to cover our initial out-of-pocket costs for the production of their securities offering documentation and although we cannot take a commission from the sale of securities, our profits from securities offering document production and advisory fees are dependent upon the successful capital raising efforts of our client firms. Our "real money" is made when we take a client firm public or assist in a strategic sale. By assisting you in maintaining the vast majority of common equity ownership and voting control throughout the entire capitalization process, we earn 2 to 5% fully diluted common equity stake in your company.

When making a competitive analysis of our Investment Banking Advisory Services, please be sure to: (a) price the cost of producing pro forma financial projection that are GAAP Compliant; (b) price the cost of producing a marketable deal structure; and (c) price the cost of producing either a Regulation D 506; Regulation C and or S; or SB-2 securities offering document.

CORE COMPETENCIES

	Commonwealth Capital Advisors	Accountant	Investment Banker	Attorney	Stockbroker
Produces Pro Forma Financial Projections	Yes	Yes	No	No	No
Analyzes & Determine Company's Valuation	Yes	Yes	Yes	No	No
Establishes Price Of Company's Securities	Yes	No	Yes	No	No
Structures The Capitalization Plan	Yes	No	Yes	No	No
Tailors Securities Offering To Meet Market Demand	Yes	No	Yes	No	No
Produces Securities Offering Document Compliant With Regulations *	Yes	No	No	Yes	No
Manages Administrative Compliance After Issuance Of Securities	Yes	No	No	Yes	No
Manages Capital Raising Process **	Yes	No	No	No	Yes

* Commonwealth Capital Advisors, LLC does not practice law, but it will assist its clients in managing the legal process with the clients’ legal counsel. Securities Offering Documents are prepared for legal counsel review.

** Commonwealth Capital Advisors, LLC does not solicit or sell securities for its clients, but it will assist its clients in managing the capital raising process by assisting in the marketing effort and training bona fide employees of the client firm.

Our Purpose:

Doing well - by doing good - pretty much sums up our purpose. When we retain professionals to help us with our company, we want to know how they make money. We want their agenda on the table - right from the start. Therefore, to show you our agenda we put forth our business model as follows:

1. For those who cannot afford the traditional out-of-pocket up-front retainers for the combined efforts of the professionals involved with a securities offering, we offer the Financial Architect System™ to cut that cost to a fraction.
2. For those who can afford the combined efforts of the professionals involved with a securities offering, we give clients a "Cash Flow Break." As for our securities offering document (PPM) production fee, we only ask our clients to cover our initial out-of-pocket expenses. We defer the balance to the "Use of Proceeds" within the PPM, so that "investor capital" funds the balance. This ensures that both parties have a vested interest in a successful offering. When we are paid the full amount for the securities offering document production, we then make introductions to our capital sources, primarily broker dealers who will sell your company's securities for a commission.
3. Once a sufficient amount of capital is raised, determined solely by the client, the client then pays us to do the listing of their preferred equity on a national public securities exchange.
4. 4. As soon as the client has built real value in their company, they often desire to monetize their success. The best way to accomplish this task is to conduct an IPO of the common equity or sell the company outright to a strategic buyer. If the client chooses this form of exit strategy, we will make introduction to a qualified broker dealer who has the fire power to get the job done. The broker dealer pays us in cash and stock as a referral fee. This amount can range in the million if not in the tens of millions of dollars.

We hope you can understand and appreciate the logic and commitment behind our approach.

To start your due diligence process on us, may we suggest the following:

1. Be sure to read the Testimonials section on our website;
2. Check out our A+ Rated Accredited Member Status of the Better Business Bureau (we recently moved the Company to Chicago from Western Michigan);
3. For additional insights on who we are and a sample of our work product (Exhibit A), please download your complimentary copy of... "The Secrets of Wall Street - Raising Capital for Start-Up
   and Early-Stage Companies
   
   
   
4. For even deeper due diligence, we invite you to purchase our Private Placement Producer™. If it doesn't exceed all of your expectations, then you shouldn't hire us.

If you choose us to represent your company as its Corporate Financial Advisor, we will engineer a capitalization plan and a series of securities offerings with marketable deal structures that will give your company the highest probability of capital attainment possible. How can we make such a claim? Because our process is simply the Wall Street process, re-engineered for Main Street companies.

Our seasoned experts offer in-depth experience in business organization, deal structuring, securities offering document production, and capital procurement through the issuance of securities, matching the needs of any business structure in any sector.

Our Fiduciary Duty Is Always With Our Client Firms

If you have questions regarding our Investment Banking Advisory Services, please email us at support@ccaintl.com to set a mutually convenient time for a conference call.