Dear Fellow Entrepreneur,

We have many capital sources looking to fund “quality deal flow” and we appreciate the opportunity to present our capital-raising services. Please take a few minutes to read this portion of our website thoroughly, as it outlines the most successful ways to raise capital for publicly traded micro-cap companies. This area explains our premise, process and position when assisting our clients in raising substantial amounts of capital using the techniques of Wall Street investment banks.

Our Premise:

1. Primary Problem: As you may be aware, submitting secondary common stock offerings, for substantial amounts of funding to financial institutions, such as; investment banks, broker dealers, market makers, venture capital firms, family offices, money managers, private equity groups, or commercial banks simply does not work well for most micro-cap publicly traded companies. Why is this strategy so difficult to execute? Because most micro-cap publicly traded companies and investment banks/broker dealers find it difficult to sell additional common stock due to issues with price stability, dilution, and more importantly price pressures on the publicly traded common stock.
2. Solutions: 1.) Consider creating securities that are in high demand that cannot dilute the common stock and are non-dilutive in disposition. Such securities would include “hybrids” with a “high yield” component coupled with a forward non-dilutive position, such as; short or long-term notes, non-convertible short or long-term bonds, and or participating preferred stock. 2.) In addition, consider creating an “in-house” Finance Department and staff it internally or hire someone from the securities industry with the ability, skill sets and investor contacts to raise capital exclusively for your company. Working as a bona fide employee 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. How do you afford the staff? They are a self-funding expense.

• Additional Benefits of Issuing Hybrid Securities: Other significant benefits of issuing hybrid securities that are in 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 are 70% tax free to U. S. Corps; (c) They can be “Callable” or redeemable making them adjustable and or a temporary form of equity; (d) Once listed, offering them directly to market makers at a discount to market price makes raising capital very easy and (e) Whether listed or not, they can be used as currency for 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:

• Create a 5-year Capitalization Plan. 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 the Required Securities Offering Documents. 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.
• Conduct a Private Offering of Hybrid Securities. Sell a private placement of hybrid securities, a “Private Investment for a Public Entity” (PIPE), under
  Regulation D. Addition capital can be raised through the issuance of Participating Preferred Stock. Producing that deal structure and the securities offering document is relatively quick and inexpensive.
• 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 and (d) more importantly, to hire or fund a V.P. of Corporate Finance to manage the capital-raising process.
• Conduct a Public Offering of Hybrid Securities. Consider listing your company’s hybrid securities on the over-the-counter bulletin board (“OTCBB”), thereby making the securities liquid or “free trading.” This enables the company to legally advertise the securities to the general public in order to compete with financial institutions to attract individual investors locally or, over the Internet, globally. Once your company’s hybrid securities are listed for trading on the OTCBB, 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.
• Target the Securities Offerings. A portion of the capital is also used to fund the advertising and promotion of the securities. Advertising a “High Demand” security with a “Marketable” deal structure that meets current investor demand is the key here. We generally recommend offering a participating preferred stock (a hybrid security) with a high stated dividend so that the “Yield” can be advertised. This is because the fixed income markets, i.e., Notes, Bonds, and Preferred Stock, are 15 times the size of the equity markets (common stock) and is growing larger every year due to the baby boomer generation entering into retirement and looking to generate income from their investments.

Our Position:

We can provide you with the services required to “Sheppard” you through the process or with the software tools and resources to produce security-offering documents (with marketable deal structures) on your own. There are two ways we can help you in your quest for capital:

• If you do not have the money for our Investment Banking Advisory Services, but do have the time to go through the learning curve, we suggest you start your capital-raising efforts with our Financial Architect System™ software.
• If you do not have the time to go through the learning curve, but do have the money, we will assist you through our full service Investment Banking Advisory Services. Through this service, we offer speed and accuracy. The range of progressive and contingent fees are customized according to the quantity and quality of the information contained in your current business plan or securities offering document.
• 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, SCOR or a Regulation A/CA(1001) securities offering document.

* 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.
 

We have designed our contingency fee schedule, so we are equally committed with our client firms to a successful capital-raising effort. Our client firms make progressive payments as we perform certain securities offering document production, filing and securities sales training functions and as they raise capital. Although we cannot take a commission from the sale of securities, our profits from document production and advisory fees are dependent upon the successful capital raising efforts of our client firms.

If you choose us to represent your company as its 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. If you need an SEC Registered/NASD Member Broker-Dealer to sell your company’s securities for you, we can assist you by sponsoring your company at the next National Investment Bankers Quarterly Capital Conference.
 

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.

If you have an interest in executing our ”Investment Banking Advisory Services (IBAS) Agreement”, please email me at support@CCAIntl.com to set a mutually convenient time for a conference call. Sending your business plan, executive summary or outdated private placement memorandum will provide a more efficient use of our time.