Dear Fellow Entrepreneur,

Thank you for 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 privately held companies, whether you wish to stay private or go public. This area explains our Purpose, Premise, Process and Position when assisting start-up and early-stage clients in raising substantial amounts of capital using the techniques of Wall Street investment banks.

As former Wall Street financiers, we have many capital sources looking to fund “Quality Deal Flow”, primarily investment banks – broker dealers, angel groups, 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 are interested in discussing a relationship further.

Suffice it to say, there is an unlimited number of ways to seek capital. However, there are only a few ways to capitalize your company with substantial amounts of capital, while maintaining the vast majority of common equity ownership and voting control.

Obviously, we cannot design or illustrate an optimum plan for your company on a website, but if you have been through the capital raising process before, we are sure that you will appreciate our purpose, premise, process and position. If you can understand and appreciate the process, then we have an interest in assisting you and your start-up or early stage company in raising substantial amounts of capital from U. S., as well as, foreign investors ~ using the Secrets of Wall Street investment banks.

If you have not been through the process before and have a limited appreciation and understanding of it, then we suggest you educate yourself first, by reading: “The Secrets of Wall Street” – Raising Capital for Start-Up and Early Stage Companies.
 

When it comes to raising capital, there is no simpler way to explain how to effectively raise substantial amounts of capital while maintaining equity ownership and voting control. If you read just the first 2-Chapters of the EBook – 10 pages, it would be time well spent. By doing, so you will be able to make an informed decision if our process is right for your company’s capital raising needs. At the very least, you will save a significant amount of time and money.

Our Purpose:

Our purpose is to revolutionize the way capital is raised for start-up and early stage companies, using the techniques of Wall Street, and to profit from your long-term success.

As former Wall Street financiers, we built Commonwealth Capital Advisors with the original intent to solve a major problem for investment banks, securities brokers and venture capital firms. That problem is a lack of quality deal flow. On Wall Street, “Quality Deal Flow” means companies with 5 to 50 million dollars in current annual sales, an “A” management team in an “A” or “B” market, with the potential to conduct an Initial Public Offering or an outright sale within 3 to 5 years. Of course, a good story is essential, as well. We wanted to be the “Go to Guys” for investment banks and venture capital firms seeking that quality deal flow. To accomplish this task, we needed to invest more time and money in finding candidate companies early on in their existence. Like a scout for a NFL team, we needed to start looking at the junior varsity level, as oppose to the college senior level, as everyone else was doing. By taking this approach, we inadvertently became the “Go to Guys” for start-up and early stage companies seeking their first few million dollars in capital.

We have many capital sources looking to fund “Quality Deal Flow.” We know what that means. Therefore, we engineer start-up and early stage companies’ financial structures so that they become quality deal flow. To accomplish this task, we need to ensure that these young companies: 1.) Do not sell too much common voting equity, too soon, for too little; and 2.) Do not become burdened with too much debt.

Therefore, we create hybrid securities, such as; participating preferred stock; develop a 5-year capitalization plan, which illustrates issuing a series of these types of securities over time; and oversee the training of personnel to accomplish the task of raising the capital. By doing so, we further assure that: 1.) The capital structure does not become cost prohibitive – by implementing rolling re-financing techniques; 2.) The capital is actually raised; 3.) The company maintains compliance with securities regulations and financial results are optimized.

We enable our clients to use the power of these hybrid securities, whether privately held or publicly traded, to be sold directly to corporate buyers due to the tax advantages of the 70% dividend exclusion allowance and or to act as currency for purchasing competitors, suppliers, or strategic acquisitions.

We enable our clients to use the power of these hybrid securities, when publicly traded, to raise substantial amounts of capital by selling them directly to market makers at discounts to market price. Market Makers have plenty of capital and want the stability that these types of securities provide. The technique of offering these types of securities to them, at a discount to the current market price, further assures many successful subsequent offerings.

This may seem difficult at the outset, but with the right professionals at your side, this is the easiest, quickest, and most correct way to go about the capital raising process.

Our Premise:

Problem I: Financial Institutions: Submitting business plans, for substantial amounts of funding, to financial institutions, such as; venture capital firms, SEC registered investment banks, family offices, money managers, private equity groups, or commercial banks simply does not work for most start-up, early-stage or even some seasoned companies. When it does work for the few, there is often too much equity and control given up to make the funding worth it. Therefore, we developed a process to enable our clients to compete directly with those financial institutions for individual investor capital using the techniques of Wall Street investment banks.

Solution I: Compete with Financial Institutions: All financial institutions raise capital from individual investors and your company can, as well, by conducting a series of well orchastrated securities offerings. By doing so, you compete with venture capital and private equity firms to raise substantial amounts of capital while maintaining the vast majority of equity ownership and voting control.
 

Problem II: The Demand for Common Equity is Very Low. Attempting to sell common stock or membership/partnership ownership interests at the early stages of a company’s existance is very difficult and expensive. It’s difficult because most try to sell a small amount of equity for a relatively large amount of money. If there is very little cash or marketable inventory in the company, and an investor purchases 30% of the total ownership equity for $1,000,000 that investor just lost $700,000 due to dilution. An extreme dilution factor is very unattractive to any investor. In addition, if you assume success in your venture, selling any equity in the early stages, generally results in selling too much, too soon, for too little.

Solution II: Create Securities that are High in Demand. 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” or those 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.

Other significant benefits of issuing hybrid securities that are in demand are: (a) Common equity ownership and voting control is not diluted or lost; (b) They are in high demand so selling them is relatively easy; (c) They can be “Callable” or redeemable; and (d) They can be used as currency for acquisition purposes ~ very important!

If you structure your company’s securities offering to meet current market demand and if you properly orchestrate the marketing of those offerings, you can compete with traditional financial institutions for individual investor capital.
 

Problem III: No Time, Money or Investor Contacts. Rarely do we meet a management team that has the time, money or investor contacts, let alone the knowledge and skill sets needed to effectively compete for capital in the private, as well as, the public markets.

Solution III: Hire a Vice President of Corporate Finance. If you are unable to contract with a SEC registered broker dealer to sell your company’s securities, consider creating an “in-house” Finance Department to compete with financial institutions for individual investor funds. 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. We assist your company through the entire process and are paid as you raise the capital.

WARNING! Paying outside money finders in the U. S. that are not SEC registered broker dealers is not only an absolute waste of time and money, but potentially illegal.

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 a 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 even 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 will be a cornerstone of your company.

Once your company’s Finance Department is operational, you will be surprised at how much capital you can raise and how easy it can be.

Selling securities to raise capital is like selling anything else, except you are doing so in a highly regulated environment. It takes time, money, and effort. We have streamlined the process to save you time, money, and effort, while further assuring that you keep the vast majority of ownership equity and voting control, all while staying in compliance with the various securities regulations.

Most savvy entrepreneurs would agree that making a small investment now to create a company that will become “quality deal flow” for much larger returns later, makes sense.
 

Our Process:

1. 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.
2. 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.
3. Conduct a Private Offering of Hybrid Securities. Sell a private placement of hybrid securities, under Regulation D to raise seed capital from personal and professional contacts – including any pre-existing relationship (i.e. friends, family, personal and professional relationships, as well as, customers and suppliers). An ample amount of seed capital is necessary to launch a series of successful capital-raising efforts. Seed capital is generally raised through the issuance of 2 to 3 year “Notes with Equity Kickers” or “Participating Preferred Stock.” Producing these deal structures and the securities offering documents is relatively quick and inexpensive.
4. Employ the Seed Capital. A portion of the “seed” 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.
5. Conduct a Public Offering of Hybrid Securities. A portion of the seed capital is used to produce the next “Public Placement” of a Private Entity’s securities offering under a SCOR offering, Regulation A or and or (CA (1001) for California Companies) – limit $5,000,000 per 12-month period, if necessary. (No SEC Reporting or Audited Financials necessary). This enables the company to legally advertise the securities to the general public in order to compete with financial institutions. To continue the marketing effort, consider listing your company’s hybrid securities on the over-the-counter bulletin board (“OTCBB”), thereby making the securities liquid or “free trading,” then 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.
6. Promote the Securities Offerings. A portion of the seed capital is to be 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 are 15 times the size of the equity markets (common stock) and is growing larger every year.

Our Position:

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. Actually, the E-book will enable you to go through the entire securities offering document production and capital raising process without any cost to you.
• 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.

* 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 and or engaging broker dealers to solicit and sell you company’s securities.

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 the capital. 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. By assisting you in maintaining the vast majority of common equity ownership and voting control throughout the entire capitalization process, we earn 3 to 5% fully diluted equity stake in your company, once we take it public.

Most companies’ capital needs end up being more than the amount originally thought. We can help your company raise as much capital as necessary on an “as needed” basis. You do this through a series of securities offerings to support the creation and operation of an “in-house” Finance Department. Whether privately or publicly held, we can assist your company with the creation and marketing of “in-demand” securities to raise capital.

Clients of Wall Street investment banks use this process. It is a logical progression of steps to ensure that you always maintain a relative position of strength when competing for capital, as well as, the vast majority of equity ownership and voting control. These are the precious elements that most business owners give up too early in the capital raising process. We can cite case study, after case study, of entrepreneurs who have successfully raised capital using various parts of this process because these are the same fundamental processes used on Wall Street. Their successes will not necessarily equate to your success, because without your belief in the logic of the process, dedication and commitment to the effort, the case studies are moot.

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 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.