Corporate Policy & Procedure

Corporate Policy & Procedures

For

CCIF-I & II INVESTMENT POLICY COMMITTEE (IPC),

MANAGING DIRECTORS & MANAGING ENTERPRISE DIRECTORS.

 

COMPLIANCE WITH U.S. SECURITIES LAWS, RULES AND REGULATIONS.

OTHER THAN SECURITIES OFFERINGS OF COMMONWEALTH CAPITAL, LLC OR ANY OF ITS SUBSIDIARY COMPANIES AND ONLY AT THE WRITTEN DIRECTION OF COMMONWEALTH CAPITAL, LLC’S INTERNAL POLICIES CONCERNING SUCH EFFORTS:

  1. Be well advised that Managing Directors must NEVER distribute ANY information, including but not limited to: investment materials; an issuer’s and or any member of its management team’s contact information; securities offering documents, subscription agreements, pitch decks, executive summaries, multi-media presentations; tombstone advertisements or the like, regarding any of our prospective or actual Portfolio Companies to anyone or any entity, especially potential investors, including spouses or other family members. Deviation from this policy shall constitute a breach of the Managing Director’s Agreement, subject to immediate termination and damages that may arise due to that breach. Deviation from this policy may also cause Managing Director to violate U.S. federal and state(s) securities laws, rules and regulations and bear the full burden of such violations.
  2. Be well advised that Managing Directors must NEVER discuss ANY information, including but not limited to: investment materials; an issuer’s and or any member of its management team’s contact information; securities offering documents, subscription agreements, pitch decks, executive summaries, multi-media presentations; tombstone advertisements or the like, regarding any of our prospective or actual Portfolio Companies to anyone or any entity, especially potential investors, including spouses or other family members. Deviation from this policy shall constitute a breach of the Managing Director’s Agreement, subject to immediate termination and damages that may arise due to that breach. Deviation from this policy may also cause Managing Director to violate U.S. federal and state(s) securities laws, rules and regulations and bear the full burden of such violations.
  3. Be well advised that Managing Directors MAY INVITE prospective investors to our Accredited Investor portals but only through pre-approved invitations and email note(s), regarding our actual Portfolio Companies.
  4. Be well advised that Managing Directors must NEVER promote, discuss or otherwise inform anyone or any entity of a single securities-offering or single out a particular Portfolio Company’s securities-offering when discussing or sending the Accredited Investor invitation. Our firm is not a broker-dealer, and hence we do not solicit investors for any  securities-offering that our actual Portfolio Companies may be offering.  Deviation from this policy shall constitute a breach of the Managing Director’s Agreement, subject to immediate termination and damages that may arise due to that breach. Deviation from this policy may also cause Managing Director to violate U.S. federal and state(s) securities laws, rules and regulations and bear the full burden of such violations.

 

COMPLIANCE WITH MUTUAL NDAs:

  1. Be well advised that our Mutual NDA covers our firm and each Managing Director with any and all information regarding any of our prospective or actual Portfolio Companies, including the ones supervised by the Managing Director.
  2. Be well advised that our Mutual NDA does NOT allow for the dissemination of information written, verbal or otherwise regarding any of our prospective or actual Portfolio Companies, including the ones supervised by the Managing Director. Managing Directors should never discuss their prospective or actual Portfolio Companies with other Managing Director(s)—except within the linage of Supervising Managing Directorship, including spouses and other family members Deviation from this policy shall constitute a breach of the Managing Director’s Agreement, subject to immediate termination and damages that may arise due to that breach.
  3. Be well advised that our Mutual NDA does NOT allow for the discussion of information regarding any of our prospective or actual Portfolio Companies, including the ones supervised by the Managing Director. Managing Directors should never discuss their prospective or actual Portfolio Companies with other Managing Director(s)—except within the linage of Supervising Managing Directorship, including spouses and other family members Deviation from this policy shall constitute a breach of the Managing Director’s Agreement, subject to immediate termination and damages that may arise due to that breach.
  4. Be well advised that our Mutual NDA DOES allow you to inform referring Alliances of the current status of their referred prospective or actual Portfolio Companies within our process, but only the current status as published within the production notifications areas with the Alliances’ Dashboard. Deviation from this policy shall constitute a breach of the Managing Director’s Agreement, subject to immediate termination and damages that may arise due to that breach.

 

COMPLIANCE WITH PROFESSIONAL AND TRAINING PROTOCOLS:

  1. Be well advised that each Managing Director must be trained exclusively with our methods, procedures, and protocols under the Acquisitions Policy Manual and related training material supplied exclusively by Commonwealth Capital. Deviation from this policy shall constitute a breach of the Managing Director’s Agreement, subject to immediate termination and damages that may arise due to that breach.

 

  1. Be well advised that Supervising Managing Directors must NOT attempt to train Managing Directors outside the scope of our methods, procedures, and protocols under the Acquisitions Policy Manual and related training material supplied exclusively by Commonwealth Capital. Deviation from this policy shall constitute a breach of the Managing Director’s Agreement, subject to immediate termination and damages that may arise due to that breach.

 

  1. Be well advised that Managing Directors must NOT distribute or recommend other types of training materials, such as; links to articles, books, videos regarding raising capital to other Managing Directors without written permission from the Investment Policy Committee. The reason being, is that most training that exists regarding this subject matter is reserved for pitching financial intermediaries for a single source of investment, which is irrelevant for 98.5% of start-up and early stage companies. Deviation from this policy shall constitute a breach of the Managing Director’s Agreement, subject to immediate termination and damages that may arise due to that breach.

 

PROFESSIONAL PROTOCOLS

 

In the Corporate Finance industry, especially regarding the U.S. capital markets; convertible securities and securities offerings, in general, there are certain professional demeanors, styles and protocols you need to be aware of to put forth the most professional appearance possible.

 

  1. Fonts & Style. Times New Roman font, size 12 is the font of the industry, so we suggest you use that one in all communications representing Commonwealth Capital as a Managing Director.
  2. Full Time Occupation. We give each Managing Director the ability to transition (6-months) from a part-time into a full-time position as a Managing Director for Commonwealth Capital. However, over the years, we have found far more effective when a Managing Director presents him or herself as full time and exclusive to the position of especially on social media, from the beginning. The reason being, is the Corporate Finance industry expects a Managing Director position to be a “full-time” position with a full-time commitment.
  3. Work Days & Hours. Although we might choose to work weekends and nights, we don’t “telegraph” it. The reason being is that as you move up in production your station becomes more revered and valuable. Hence, when dealing with prospective or actual Portfolio Companies, Alliances and other Managing Directors/Enterprises, you can construct all the email you want at night and or on the weekends, but if you want to be revered in the U.S. Capital Markets industry, you’ll send them during normal business hours.
  4. Top of the Food Chain. When dealing with prospective Portfolio Companies, never beg for their business. We offer something that they can’t get anywhere else. We know it, but they might not…yet. We offer a private invitation for funding through an automated system. If an entrepreneur balks at the process, it means they can’t, don’t or won’t appreciate it because they’ve yet to realize its value. Its ok, just offer, gently follow-up after a considerable period-of-time and keep moving on.
  5. Internal Company Information. Notwithstanding the restrictions set forth in our Compliance Policies contained herein and in the Managing Directors training material, you’re encouraged to promote our company and its business model, but only to the extent provided in the training and policy manuals. Suffice it to say, if the information, other than the actual Managing Directors training material, is readily available on your Managing Director Dashboard and not further restricted by Compliance Policies, then you can discuss it with others.

 

PROSPECTIVE PORTFOLIO COMPANY CANDIDATES

– 7 LEVELS OF FILTRATION –

 

1st LEVEL FILTRATION – COMMON SENSE

Goal. Generating Deal Flow for acquiring Portfolio Companies for our Venture Capital Fund, Commonwealth Capital Income Fund – I (one).  The first goal for the Managing Director is to get as many Candidates as possible to access our Capital Access Portal. The companies register (with the contact info. all mgmt. team members); agree to our Mutual NDA; and complete our Initial Due Diligence Survey.  Managing Directors meet Prospective Portfolio Company Candidates “Candidates” through any means Managing Director chooses within the bounds of the law. Only principals from the Prospective Portfolio Company Candidates are allowed to complete the Initial Due Diligence Review Process. Managing Directors are not to engage in the Initial Due Diligence Review Process, as a matter of policy.

 

Communications. Managing Directors are to communicate with the Prospective Portfolio Company Candidate over the phone (voice only-absolutely no texting) and by email through the Managing Director’s @commonwealthcapital.com email address exclusively. In addition, the Managing Director must use the standard disclaimer in the signature line of all emails sent while representing Commonwealth Capital, LLC.  Any violation of this Communications protocol will negate any legal support that may be provided by Commonwealth Capital to Managing Director if a lawsuit ever arises from the Prospective Portfolio Company Candidate or any engaged portfolio-companies.

Managing Directors are always to begin their initial and responsive emails with the term: “Thank you….” And then finish it with, “your email, our phone conversation; our meeting yesterday…etc.” All emails using the Managing Director’s @commonwealthcapital.com email address must include a Bcc to: acquadmin@commonwealthcapital.co  We suggest using (copying and pasting) the Word file entitled: “Email Note to Prospective Portfolio Companies Candidates” to stay in control of the communications string.

Productive Prospecting: Sending mass emails won’t work, posting on social media rarely works and everything starts with a phone call:

  1. Managing Director: I understand you’re seeking capital, is that still the case?
  2. Portfolio Company Candidate:
    1. Ok, may I ask why? (general reconnaissance)
    2. Yes, Great How much were you looking for?
      • Any answer… Great do you have a business plan?
      • No. What about an executive summary? No. (exit the call)
      • Yes, Great, I’ll be sending you a Corporate Finance Letter in the form of a pdf file, which is a private invitation to our Capital Access Portal. Once you’ve completed the process, I’ll be back in touch with you.

 

In addition, although you’re to let our Capital Access Portal do the work in an automated format, it has been our experience that the “Barbarians are at the Gate” and you don’t want to let the hoards in through your passageway, because you’re the one who will have to deal with them. So be mindful of that fact as you choose the companies and management teams you want to build a relationship with.

 

2nd LEVEL FILTRATION – DIRECT & INDIRECT REFERRALS

            2(a) DIRECT REFERRALS – Invitation Letters

Procedure.

  1. Invitation Letters & Tools. Once the Managing Director has established an Invitation Code & URL, our Operations Department will create and provide all Managing Directors with the proper invitation tools, such as;
    • The Alliance Invitation Letter;
    • The Corporate Finance Invitation Letter,
    • The Managing Director Invitation Letter;
    • The Managing Enterprise Invitation Letter;
    • The Co-Investor Invitation Letter; as well as
    • Text links or linked Banners (available from the Shareable Links button in the Managing Director’s Dashboard) enabling the Managing Director to send Prospective Portfolio Company Candidates directly to our Capital Access Portal. The embedded links in these letters have the Managing Director’s personal referral code to keep track of the Managing Director’s performance/referral activities. HENCE, THESE ARE THE ONLY MEANS OF INVITATIONS TO OTHERS FROM OUR FIRM.

 

  1. Managing Directors:

a. Send out the Corporate Finance Invitation Letter pdf created exclusively by the Operations Dept[1] from the Managing Director’s @commonwealthcapital.com email address only.

Send them the email note along with the Corporate Finance Invitation Letter that with suggested text:

On behalf of Commonwealth Capital, LLC, thank you for the opportunity to capitalize your company.

Please find attached, a private Corporate Finance Invitation letter, which is linked to our secure Capital Access Portal. There, you can register your company, execute our Mutual NDA and take our Initial Due Diligence Survey to determine if your firm qualifies for funding through our broker-dealer and co-investor network.

Due to liability and compliance issues, and ultimately for your protection, we cannot accept business plans, memorandums, Pitch Decks etc. via email.  Please upload the documentation (when requested within our Capital Access Portal) once the initial phase of our Due Diligence is complete.

I am looking forward to talking with you further about your venture, once the above action items are complete.”

b. The embedded link in the Corporate Finance Invitation Letter sends Prospective Portfolio Company Candidates directly to Commonwealth Capital’s Capital Access Portal. The Corporate Finance Invitation Letter and suggested Email Notes (included in your dashboard and below) is the exclusive avenue to invite and instruct Prospective Portfolio Company Candidates how to enter and access the Capital Access Portal.  Let the mechanics of the Capital Access Portal do the work.

 

  1. Managing Director should NEVER:
    • Create their own Invitation Letters;
    • Ask for their business plan directly;
    • Tie themselves to the Prospective Portfolio Company Candidate’s   (As firm policy, we never sign the NDA of others, ever). No exceptions.

 

2(b) INDIRECT REFERRALS – ALLIANCES

 

Our Managing Directors or Managing Enterprises selectively invite professional service providers as Alliances to refer deal flow to our firm.  Managing Directors or Managing Enterprises choose only professional service providers that inherently know how to select start-up and early stage companies who they believe would warrant outside investment capital. Our Managing Directors and Managing Enterprises earn a straight 20% of all cash and equity we receive from portfolio companies from Alliance referrals.

Procedure.

  1. If the Prospective Portfolio Company Candidates are going to be referred through an Alliance, the Alliance signs up as an Alliance under Managing Director’s URL.
  2. Once the Alliance has established their Invitation Code & URL under a Managing Director, Managing Director can see all the activity of the Alliance’s referrals.
  3. Commonwealth Capital will provide the Alliance with the proper invitation tools within their online Dashboard, such as; Links to Capital Access Portal or linked Banners, enabling them to send Prospective Portfolio Company Candidates directly to Commonwealth Capital’s Capital Access Portal.
  4. The Alliance URLs and Invitation Codes are tracked under the Managing Director’s URL and Invitation Code.
  5. If these Prospective Portfolio Company Candidates become eligible for Block & Tackle, a member of the IPC will contact the Managing Director. Then the Managing Director should contact the Prospective Portfolio Company Candidate and direct them to their company dashboard within the Capital Access Portal to upload requested documents in PDF form.
  6. If so, the Managing Director sends Prospective Portfolio Company Candidates directly to Commonwealth Capital’s Capital Access Portal and lets the Portal do the work.
  7. Managing Director should NEVER ask for their business plan directly. The Managing Directors should NEVER tie themselves to the Prospective Portfolio Company Candidate’s  NDA and we won’t sign it, as firm policy.

 

For compliance reasons, the email cannot be anything more than a matter-of-fact invitation, so keep it brief and Bcc acquadmin@commonwealthcapital.com on all correspondence to Prospective Portfolio Company Candidates.

 

RESPONSES FROM PROSPECTIVE PORTFOLIO COMPANY CANDIDATES.

 

Sometimes a Candidate may try to usurp the system by stating they are uncomfortable with our initial due diligence process and want to speak with someone prior to engaging in the process.  Well, you’re that someone, so you’ll need to deal with them if you choose. Without performing as instructed within our Capital Access Portal and establishing a Diagnostics Rating, members of the Investment Policy Committee (IPC) will not speak with them under any circumstances. If you allow Candidates to usurp our process, time and again, you’ll be let go.

 

Suggested Phone Responses:

Start~~~         

 

  1. I’m your contact, what would you like to know? (The problem here is that they may ask a ton of questions about things you cannot yet answer. Even when you can answer, it may be irrelevant because if their Diagnostics Rating is insufficient you’ve completely wasted your time).

 

  1. It’s standard within our industry, so if you’re unwilling or uncomfortable to go through the process, we don’t know what to tell you other than we wish you the best and please come back if you continue to run into brick walls.

 

  1. Ghost them…meaning – no response and delete their contact information and block their number from your list because they’re only going to cause problems with that entitlement mentality.

 

 

3rd LEVEL FILTRATION – THE DIAGNOSTICS RATING

Initial Due Diligence Review Process. As the Portfolio Company Candidates go through our Capital Access Portal, they…

  1. Fill out the Company Registration;
  2. Agree to a Mutual, Non-Disclosure Agreement (NDA);
  3. Complete our Initial Due Diligence Survey Questionnaire to establish an initial Diagnostics Rating.

There is a “Save” function within the Capital Access Portal to enable the Prospective Portfolio Company Candidate to gather additional information prior to submitting, as well as the ability to update their Company profile and take the Initial Due Diligence Survey Questionnaire. We do not allow any Prospective Portfolio Company Candidate to upload any documents unless they’ve PASSED into our Block & Tackle process.

 

Diagnostics Rating. After the Prospective Portfolio Company Candidate has completed the Initial Due Diligence Review Process, they are automatically sent to one of two sub-portals based on the Diagnostics Rating they received as a result of the data input on the Due Diligence Survey Questionnaire; Block & Tackle or Friction Free. They receive instructions from those sub-portals on what actions they need to take next.   The Diagnostics Rating (above 100%) will send the Prospective Portfolio Company Candidate to Block & Tackle or (below 100%) to the Friction Free process within the Corporate Engineering Conservatory™.

 

4th LEVEL FILTRATION – THE DIRECTIVES

  • FRICTION FREE. Within the Friction Free sub-portal they are asked to follow the instructions as laid out and we’ll see them on the other side—meaning they can upload their completed PPM using the Financial Architect System™ into the “Requested Documents” area and submit, which essentially starts the process at the 3rd LEVEL FILTRATION – THE DIAGNOSTICS RATING

OR:

  • BLOCK & TACKLE. Within the Block & Tackle sub-portal they are asked to download and read Chapter 9 on “Deal Structuring” in the eBook: “Secrets of Wall Street…” to see if our capitalization process is right for their company’s needs.

 

Notifications. Once the Prospective Portfolio Company Candidate has completed the Initial Due Diligence Review Process, for security reasons, the system internally:

  1. Notifies the Managing Director of their completion status, but not results, by email.
  2. Then it’s up to Managing Director to review their results, internally through the Managing Director’s Dashboard in the back-office portal.
  3. The Managing Director must check the Managing Director’s @commonwealthcapital.com email daily to make sure the Prospective Portfolio Company Candidate submitted their information in the Capital Access Portal application area.
  4. Follow-up. If the Prospective Portfolio Company Candidate HAS NOT submitted their information in the Capital Access Portal within 3 business days from sending the invitation, Managing Director should call, Not Text, them. The follow up phone call should be to check to see if they in fact got the invitation. If not, check the contact’s email address(es) then resend. If so, just leave it there. If they do not act, then there may be a problem. Companies who do not take initiative to take the invitation seriously now, may become highly un-responsive later.

 

  • BLOCK & TACKLE. Those Candidates with high diagnostics ratings may qualify for our full capitalization service, known as Block & Tackle. To see what Candidates see when entering the Block & Tackle Landing Page, go to the Block & Tackle Landing Page button in your Dashboard. There you’ll be able to view the Block & Tackle Introduction Video at the top of the Block & Tackle Landing Page.

 

OR:

 

  • FRICTION FREE. Those Candidates with low diagnostics ratings DO NOT qualify for us engaging them in our full capitalization service, known as Block & Tackle, yet. Friction Free is a term we use to refer to our subscription-based model for apprenticeship in our Corporate Engineering Conservatory also known as the “” The CEC enables one to build a PPM with a marketable deal structure and re-submit it to us, after they’ve completed and passed the process at the 3rd Level Filtration – The Diagnostics Rating again.

 

Take heart, you’ll be doing your job no matter what the ratio of Friction Free versus Block & Tackle Candidates are, as long as you’re putting numbers through the Capital Access Portal.

 

Conversion of Candidates to Block & Tackle is our primary goal. However, conversion of Friction Free into the Corporate Engineering Conservatory also known as the “CEC” is a very close secondary goal and will eventually be the only goal, once that process is perfected.

 

Once you’ve ran a few “what if” scenarios in the Managing Director Compensation Matrix, you’ll soon realize setting up Alliances to feed the Capital Access Portal with your embedding code will maximize your reach especially for CEC subscription income and wealth generation from retained preferred equity to degrees that will blow away the Block & Tackle process. We know, because that’s the way we engineered it. The only way we, and you, can scale is to eventually be full force into promoting Friction Free through the CEC.

 

To see what Candidates see when entering the Friction Free Landing Page, go to the Friction Free Landing Page button in your Dashboard. There you’ll be able to view the Friction Free Introduction Video at the top of the Friction Free Landing Page, and the CEC Closing Video at the bottom of the Friction Free Landing Page.  We suggest you watch both, so you can refer to it when selling the subscriptions to the CEC.

 

BLOCK & TACKLE ONLY

DECISION TIME…OUR MOTTOS:

“We Rarely Listen to ‘One-man Bands’;

“We Don’t Hug Trees”

We Don’t Beat Dead Donkeys”;

and

“We Never Chase Burning Trains.”

 

LITMUS TEST – Before Initiating the 1st Conference Call. The Managing Director must be the key filter on ALL deal flow, as any company that we engage the Managing Director will be the primary point or contact for the actual Portfolio Company Candidate’s Mgmt. Team’s training; questions and concerns. The less savvy these management team members are, the more difficult the Managing Director’s job will be. The successful Managing Director does his or her homework after the company has passed into the inner sanctum of the Block & Tackle process. The last thing the Managing Director wants is for his or her deals to blow-up at the 11th hour.

Hence, a good litmus test is this:

Imagine you are a professional investor that has exactly double the amount of capital to invest that the Prospective Portfolio Company Candidate is seeking.  Then ask yourself “Under the right deal structure,” would I invest exactly half of my available capital into this company?”

For instance, if the company is seeking $10,000,000, and you only have $20,000,000 to invest, would you invest $10,000,000 of it in a convertible security of this company? 

There are only 3 answers to that question: Yes, No or Maybe. We trust the “No” response the most, the “Maybe” response next and the “Yes,” response the least.  Pretend it is your  money and then “trust your gut.”

The burden of the relationship will reside with the Managing Director. In other words, you choose the companies and management teams you want to build a relationship with because you’re the one who bears the burden of that relationship.

IF PASSING ON THE DEAL. Normally, there’s only 2 reasons to Pass on a deal at this stage. 

  1. Glaring Inexperience in Financial Matters. If so, the Managing Director simply enters their Dashboard, clicks on the PORTFOLIO CO. CANDIDATES – RESULTS button and use the appropriate buttons to “Change the Company’s Status” from Block & Tackle to Friction Free but only if they would never qualify for Block & Tackle. That will generate an auto-email to the Prospective Portfolio Company Candidate’s Mgmt. Team as follows:

 

“On behalf of Commonwealth Capital, LLC, we thank you for the opportunity to capitalize your company.

We believe your business model has merit. However, due to liability and compliance issues involving the issuance of securities to capitalize your company, we believe it is in your company’s best interest to better prepare and educate the entire management team further by entering our Corporate Engineering Conservatory.™ There, you’ll learn how to create a marketable deal structure and produce the required securities offering documents for re-submission to us and our co-investors for potential funding.

Please login to your portal and choose the Corporate Engineering Conservatory™ button to start the process.

We are looking forward to talking with you further about your venture, once the above action items are complete.”

Respectfully yours,

Investment Policy Committee

They have 30-days to engage in the Corporate Engineering Conservatory then their records are automatically archived.

  1. Yet to Realize True Value. For those Block & Tackle candidates that the Managing Director believes need more experience in the U.S. private capital marketplace, before they can get a true appreciation for our Block & Tackle services, simply Archive the Managing Director simply enters their Dashboard, clicks on the PORTFOLIO CO. CANDIDATES – RESULTS button and use the appropriate buttons to “Archive” from Block & Tackle to Friction Free but only if they may qualify for Block & Tackle within the next 6 months. That will generate an auto-email to the Prospective Portfolio Company Candidate’s Mgmt. Team as follows:

 

“On behalf of Commonwealth Capital, LLC, we thank you for the opportunity to capitalize your company.

We believe your business model has merit. However, due to liability and compliance issues involving the issuance of securities to capitalize your company, we believe a securities offering may not be appropriate for your company’s current capitalization needs.

Please do let us know if your position changes within the next 6 months.”

Respectfully yours,

Investment Policy Committee

 

5th LEVEL FILTRATION – THE SHALLOWS

LEGAL DISCLOSURE: You may never tape a conversation with anyone without written permission from persons residing in the state of Illinois. Hence for your, our and their protection, you MUST make sure that the parties on all conference calls are made aware of the above law. Simply put, we never give anyone permission to tape or record our private meetings.

Legal: Illinois Wiretapping and Eavesdropping Felony Offense

“(720 ILCS 5/14-2)  (from Ch. 38, par. 14-2)

Sec. 14-2. Elements of the offense; affirmative defense.  (a) A person commits eavesdropping when he or she knowingly and intentionally: (2) Uses an eavesdropping device, in a surreptitious manner, for the purpose of transmitting or recording all or any part of any private conversation to which he or she is other parties to the private conversation; …”

(720 ILCS 5/14-4)  (from Ch. 38, par. 14-4)

Sec. 14-4. Sentence.

(a) Eavesdropping, for a first offense, is a Class 4 felony and, for a second or subsequent offense, is a Class 3 felony.”

Preparing for the 1st Conference Call.

When a member of the Investment Policy Committee (IPC), primarily the Vice President of Acquisitions, determines if the company meets or exceeds our criteria as per the Diagnostics Rating; The Results of their Due Diligence Survey  and other factors within their business plan, et al (from the Co.’s Uploaded Documents), the IPC member contacts the Managing Director and goes over ALL of the pertinent data as follows:

  1. Enter the PORTFOLIO CO. CANDIDATE – RESULTS portal on your Dashboard.
  2. See “Survey Report” and review each category but especially:
    • The “Net Equity” Cell after Net Assets and Let Liabilities;
    • The Est. Number of Followers on Social Media;
    • Customers as Potential Investors Factor;
    • And look down to the Management Section for Triggers in red T(s). These are areas of weakness and should be discussed, if necessary.
  3. What we’re looking for are clear indications or reasonable expectations that the Prospective Portfolio Company Candidate:
    • CAN RAISE AT LEAST $1,000,000 from their personal and professional contacts first and privately for Options I or II, whether they have the retainer for Options II or not;
    • HAS SUFFICIENT CAPITAL OR CASH FLOW TO MARKET A SECURITIES OFFERING or provide the retainer for Option II, or at least the required legal fees ($10k minimum) to conclude the securities-offering documentation production process;
    • UNDERSTANDS THE U.S. CAPITAL MARKETS; CONVERTIBLE SECURITIES AND SECURITIES OFFERINGS, IN GENERAL AND CAN SELL THEIR COMPANY’S SECURITIES.

 

The reasoning for sub-section “a” above is the Prospective Portfolio Company Candidate must be able to raise that seed capital that affords the balance of the process, and assures we get our out-of-pocket production costs paid back, as we collect 25% of the first $1,000,000 until the balance is satisfied.  More importantly, without sufficient seed capital (it can be the first $1,000,000 out of a multi-million dollar raise from the same securities offering), they cannot:

  1. Afford the time it takes to conduct a securities-offering properly;
  2. Fund a marketing budget to support an “In-house” or broker dealer sales effort for the securities to be sold to raise capital;
  3. Cover the necessary costs associated with attendance at capital conferences or direct solicitation; or
  4. Afford the professional fees necessary to assure compliance with federal and state(s) securities laws, rules and regulations.

 

Without proper seed capital, the value of our preferred equity that we obtain from the portfolio company suffers, as well.

The reasoning for sub-section “b” above is the Prospective Portfolio Company Candidate must be able to afford our retainer, so they at least have an option between our Options I & II.

The reasoning for sub-section “c” above is the Prospective Portfolio Company Candidate must be able to understand the U.S. capital markets; convertible securities and securities offerings, in general, otherwise a securities offering is a dangerous approach to raising capital for them. It’s one thing to be educated through our CEC and have attorneys and accountants assist in their securities-offering document production and oversee the sales effort’s execution, but it’s quite another when they rely on us to fulfill the role of being in charge of the process through Block & Tackle, which we do not. Suffice it to say, most companies’ management teams either know and understand the U.S. capital markets; convertible securities and securities offerings, in general, or they don’t. If they don’t, then they don’t belong in our Block & Tackle, they belong in the CEC.

INTERNAL RESEARCH: The Managing Director is to make notations why or why not the Prospective Portfolio Company Candidate was or was not invited for the Initial Standard Telephone Conference Call. These notes are to be entered in the Make Notes / View Notes area in the PORTFOLIO CO. CANDIDATES – RESULTS area on your Dashboard. By doing so, we shall modify the system to work harder for you so you can work faster and hence, be more productive.

In the “Make Notes” area, avoid saying “Had a phone call last week”, instead say “Had a phone call at 10:00 am (time) on 11/20/2019 (date) with John Smith (who) regarding matter 1, 2, 3…., and solution presented or things to following up on and who is responsible for the follow-up and when and how were they notified of their obligations to follow up.

IMPORTANT LAST POINT. And finally, the vast majority of Prospective Portfolio Company Candidate that qualify for our full-service Block & Tackle process, will want references.  Typically 3 references.  We used to give out 5 on a standardized reference sheet, which included the name of the company, contact information; amount raised and the industry it engaged in, from our past portfolio companies that gave us standing permission. A handful of problems arose from that policy. Many times, the Prospective Portfolio Company Candidates would abuse the privilege by constantly calling them to ask various questions, essentially bothering them. Many would also ask our past portfolio companies if they’d be interested in investing; buying a piece of their company or if they had any investors that would be interested in investing in their company.

Mind you these Prospective Portfolio Company Candidates were not only abusing the references we supplied to them, they had yet to sign with us or even have the proper securities offering documents in which to solicit investors, a violation of federal and state securities laws. Even if they did have the proper securities offering documents in place, there was a ban on general solicitation. Meaning if we gave our references and they were solicited, we’d be in big trouble.   Essentially, these Prospective Portfolio Company Candidates were violating securities laws and trying to make our past portfolio companies, intentionally  or inadvertently, co-conspirators to those violations.  We could have been accused of aiding and abetting those acts, so we changed our policy on references. If a Prospective Portfolio Company Candidate came to us without a direct referral, from an investment or commercial bank, accountant, attorney or a past portfolio company, we simply didn’t engage them. And we never gave our references again.

Shortly thereafter, securities laws changed, for the better as far as lifting the ban on general solicitation, but by that time we had changed our policy on references and included the Non-circumvent / Non-disclosure clauses to our executed Term Sheets. Although, we enabled Prospective Portfolio Company Candidates to come to us other than from direct referrals, after further discussion with our legal counsel, we kept our policy on references intact, not only to protect our firm, but our portfolio companies, too, not only from abuse, but from potential securities violations, as well.

When asked about refences, don’t give any excuses. Simply send them to Testimonials area of the website, which has our written Policy on References at the top. If further questioned on  the matter, simply ask them if they’d like to field 50 phone calls a week, helping us promote our firm.

With the constant push for social media marketing exposures that goes on in most industries, coupled with the privacy concerns of most citizens (especially investors and entrepreneurs with intellectual property protection concerns), you’ll find our industry may be heading in the opposite direction. As a firm, we have decided to stay in that opposite course and grow through a deep network of professionals from the securities industry. We will be focusing on assisting only portfolio companies that have a solid understanding of the U.S. capital markets; convertible securities and the value of process.  Hence, for our full-service Block & Tackle process, you’ll find more success dealing only with companies that have someone from the securities industry on their team.  This will become more evident as we tighten down our due diligence survey for all  Prospective Portfolio Company Candidates.

Therefore, you are to make sure that the Prospective Portfolio Company Candidate visits our Testimonials area of the website that has our written Policy on References at the top. Visit it to acquaint yourself with it.

If Prospective Portfolio Company Candidate is considered a Block & Tackle candidate, before setting up the first standard telephone (no video at this juncture) conference call, the Managing Director should make sure the Prospective Portfolio Company Candidate:

  1. HAS DOWNLOADED AND READ CHAPTER 9 ON DEAL STRUCTURING IN THE “SECRETS OF WALL ST….”.
  2. HAS WATCHED THE ENTIRE VIDEO ON THE BLOCK & TACKLE LANDING PAGE; and
  3. READ AND UNDERSTANDS THE POLICY ON REFERENCES AS POSTED ON OUR TESTIMONIALS AREA ON OUR WEBSITE.

 

Be diligent in your efforts, as your continued position

as a Commonwealth Capital Managing Director depend upon it.

 

Initiating the 1st Conference Call. Assuming the Prospective Portfolio Company Candidate makes the grade as described above, the Managing Director requests an initial standard telephone conference call with the Prospective Portfolio Company Candidate.  The Managing Director will be able to choose from the available time slots, of 60-minute blocks, with start times Central Time Zone(s) from the calendar managed by the Vice President of Acquisitions, at this time.

  • Preliminary Procedure. To seal the date and time for the conference call the Managing Director must provide an Outlook Group Card, that contains all the names, titles and email addresses of each Mgmt. Team Member of the Prospective Portfolio Company Candidate, to a member of the Investment Policy Committee (IPC), the Vice President of Acquisitions, at this time. The Managing Director can easily pull this information from the Prospective Portfolio Company Candidate’s Profile Page located on the Managing Director’s DASHBOARD.  No appointments will be scheduled unless the procedure above is followed. 

 

  1. The standard telephone conference call must include all decision-makers of the Prospective Portfolio Company Candidate’s team or it will be immediately canceled by the Managing Director or a member of the Investment Policy Committee (IPC) and re-scheduled by the Managing Director.
  2. The purpose of the standard telephone Conference Call is to perform a preliminary discovery with the Pertinent Questions below to be asked by either the Managing Director or a member of the Investment Policy Committee (IPC). The following is for both Privately Held and Publicly Traded Companies.
    1. Give us a 10,000-foot view of the landscape with a short history, where you’ve been, where your firm is now and where do you plan to go?
    2. What’s the issue, problem or opportunity that exists that your company solves?
    3. Who are your competitors and what’s your company’s primary differentials or competitive advantage? Have you developed the 7 second “SNAP;” to get the “WOW” response? (The WHAT). Have you developed the elevator pitch (30 seconds) to get potential investors to want to know more? (The HOW)? Have you developed an automated format to deliver more? (HOW and WHY). Have you developed an automated format to request action? (WHAT, WHERE AND WHEN)? What we’re trying to do here is ascertain if these folks can sell to and through a  broker dealer network. If they can do that, they can sell to anyone.
    4. How much capital do you need over the next 5 years? (We’ll need to be able to do a complete 5-year capitalization plan on pro forma to eliminate any current debt or the need for other sources of capital over that period—so more $ is best.)
    5. (For privately held companies only) Have you raised any capital?
      • If not, why not?
      • If so, how much?
      • If so, what type? (securities sold)?
      • If so, how many investors?
      • If so, sold within one State (intra-state) across State lines (inter-state) or National lines (international)?
      • If so, were the investors all accredited or not?
      • Do you have a current or old PPM?
      • If so, please upload it, if you haven’t already done so.
      • If not, explain why not. How did you comply with federal and states securities laws?
      • If the IPC Member chooses to create an Engagement Letter and Term Sheet for the Prospective Portfolio Company Candidate that has issued securities in the past 5 years, the IPC Member must:
        • Obtain a copy of the PPM and proof that FORM D – Notice of Sales was filed in a timely fashion. Such proof can be found on the SEC’s EDGAR system on its website, but the Prospective Portfolio Company Candidate has the burden of providing the proof, either in hard copy format ort access to their EDGAR filings;
        • Review the Prospective Portfolio Company Candidate’s securities-offering documents for flaws in their ability to claim an exemption from registration or sell to foreign investors. Our latest Series B PPM, should serve as a guide to the requirements for an exemption from registration and the ability to sell to foreign investors;
        • Discuss any shortfalls with the Prospective Portfolio Company Candidate’s securities-offering documents and their ability to claim an exemption from registration and or the ability or inability sell to foreign investors, with the team and if still choosing to go forward; and
        • Denote only the positives in the Engagement Letter to be sent with the Term Sheet.

 

              6. (For publicly traded companies only— for PIPEs)

a. The answers for the following are in the Survey Reports under PORTFOLIO CO. SURVEY – RESULTS on your DASHBOARD

    • Is the Co. publicly traded?
    • Exchange
    • Stock Symbol
    • Total Authorized Common Shares
    • Total Outstanding Shares (the float)

             7. Questions that MUST be asked:

    • How much capital do they need?
    • What’s the relationship status with the broker dealers that took them public?
    • Name of current legal counsel—name and number of contact person.
    • Name of current accounting firm—name and number of contact person.
    • Name of current audit firm—name and number of contact person.
    • Are any Officers of the Company currently serving as an Officer of any other companies?
      1. If No, fine.
      2. If Yes, they need to understand that the members in question will need to give up any Officer positions in any other company, at a reasonable time upon capitalization of the new company that’s being vetted as a potential portfolio company for CCIF-I. They should understand the potential breach of fiduciary duty for both or all entities of serving as an Officer in more than one company. They need to know, if they’re unwilling to sever ties of other fiduciary duties, this is a deal killer, no exceptions. As a side note, it doesn’t matter if the entities are in differing industries and there’s no apparent conflicts of interest, as the corporate fiduciary duty rules hold—even with other LLCs and Partnerships, etc. One cannot serve two masters (as Officers, Managing Members, etc.). Multiple Directorships are acceptable, as long as the entities do not compete or otherwise pose inherent conflicts of interest. You can refer them to Chapter 8 “Organizational Structures and Management Mindsets” in the Abridged Edition of the “The Secrets of Wall St….” for more information on fiduciary duty.

 

            8. Who on your team has the greatest or highest level of understating of the U.S. capital markets; convertible securities and securities offerings, in general? (you need to assess the level of understanding regardless of what they entered in the Co. Due Diligence Survey, as their opinion of understanding and our opinion of their understanding will be different). It’s critical that when dealing with Block & Tackle Candidates, we only choose those who have a masterful grasp of the fundamental concepts at a minimum. Otherwise, we cannot train them for broker-dealer presentations and engagements. There are too many companies that have a very high degree of understanding of the U.S. capital markets; convertible securities and securities offerings, in general. We cannot afford to become high priced baby-sitters, that’s what the CEC is for.

 

a.  Balance of Procedure Notification. Once the call is coming to a close, the ICP Member simply asks if they’re aware of our procedures and if so, tell us about their perception of our process. We want to know if they have:

  1. Read and understand the fundamentals of convertible preferred equity securities as detailed in Chapter 9 on “Deal Structuring” in the Abridged Edition of the “The Secrets of Wall St….” Do they understand our corporate engineering process, their responsibility in raising capital and other requirements to move forward?
  2. If not, the ICP Member thanks them and tells them the Managing Director will walk them through it.
  3. If so, the ICP Member thanks them and either:

Tells them we will produce and send them a customized Engagement Letter and Corporate Finance Term Sheet within a week or two—(if they are truly qualified), or;

Tells them we will discuss with other members of the IPC and get back to them within a week. (if they are NOT truly qualified), then the Managing Director, at the request of the VP of Acquisitions, will either Archive them or Change their Status from Block & Tackle to Friction Free in the PORTFOLIO CO. CANDIDATE – RESULTS button on their Dashboard.  That procedure will generate an auto-email essentially DISENGAGING Prospective Portfolio Company Candidate or send them into the CEC, as previously explained.

       9. IF TRULY QUALIFIED AND AN ENGAGEMENT LETTER AND TERM SHEET WILL BE PRODUCED. JUST BEFORE THE CALL ENDS, THE PROSPECTIVE PORTFOLIO COMPANY CANDIDATE MUST BE INFORMED THAT THE ENGAGEMENT LETTER AND TERM SHEET HAS A 30-DAY EXPIRATION AND THEN HAVE 20-DAYS TO GET THEIR QUESTIONS TO US IN WRITING.

      10. OUR INVESTMENT POLICY COMMITTEE’S GENERAL CONSENSUS ON THE 20-DAY TURNAROUND RULE, IS “IF THEY DON’T CARE ABOUT CAPITALIZING THEIR COMPANY QUICKLY & CORRECTLY, WHY SHOULD WE?”

      11. WE DO NOT NEGOTIATE THE TERMS OF THE ENGAGEMENT LETTER AND TERM SHEET UNDER ANY CIRCUMSTANCES. A STATEMENT TO THAT EFFECT IS IN THE ENGAGEMENT LETTER, BUT MAY NEED TO BE EMPHASIZED AT VARIOUS JUNCTURES WITHIN OUR PROCESS.

 

PIPES.

As a matter of policy, we do bid PIPES (Private Investment in a Public Entity) as long as the Prospective Portfolio Company Candidates haven’t already sold too much of their company for too little which is often the case—and becomes identified as a penny stock.  Technically, a penny stock is any stock that has traded under $5.00 per share on a 200-day moving average. It loses its margin-ability (ability to borrow against as collateral when buying more stock on margin) and hence its liquidity is reduced (the spread between its bid and offer prices on an exchange widen. Another classic sign of trouble.

For our purposes, since we deal in start-up and early stage companies, publicly traded stocks trading below $1.00 per share are normally dead in the water, but not always.  As with start-up and early stage companies they have no choice but to do a PIPE.  For those companies, it’s a bit of a “Hail Mary” pass at the end of the 4th quarter, so keep that in mind when deciding  whether or not to invite into our portal.

IMPORTANT: The Managing Director is to make notations why or why not the Prospective Portfolio Company Candidate was or was not a candidate to receive an Engagement Letter & Term Sheet.  These notes are to be entered in the Make Notes / View Notes area in the PORTFOLIO CO. CANDIDATES – RESULTS area on your Dashboard.

 

6th LEVEL FILTRATION – RIPTIDE

6(a) Engagement Letter & Term Sheet. If they are truly qualified, Commonwealth Capital’s Investment Policy Committee will produce and email a customized Engagement Letter & Term Sheet (in secured pdf file only), to the entire team on the call. The Managing Director is responsible for reading and understanding every Engagement Letter & Term Sheet produced and distributed to their Candidates. Each Engagement Letter includes the following:

  1. Corporate Finance Term Sheet(s)
    • One for Operating Companies.
    • Two for Funds/REITs (combined).
      1. One for Fund Mgmt. Co.’s
      2. One Fund or REIT

 

6(b) Questions and Responses to Engagement Letter & Term Sheet. The Prospective Portfolio Company Candidate is asked within the Engagement Letter & Term Sheet that they provide any and all questions regarding the customized Engagement Letter & Term Sheet in writing (in MS Word format ONLY) to the Managing Director, once each management team member and any outside counsel has combined all questions into one letter.

We will provide written answers to all written questions (in one and only one letter to us) that each management team member, including legal and tax/audit counsel, may have during this 6th due diligence step.  Once each management team is satisfied with our written responses to its written questions; have chosen the desired Option; executed the Term Sheet and have returned it to us, via email or the secured portal, we then will invest our time and money on the 7th and final “deep dive” due diligence step.

The Questions and Responses to Engagement Letter & Term Sheet is a “telltale sign” indicating if the Prospective Portfolio Company Candidate’s Mgmt. Team truly understands and is qualified to engage in a bona fide securities-offering in compliance with federal and state law. If there are a few simple clarifications needed, this is normal and welcome, as it helps us in modifying our Engagement Letter & Term Sheet Templates.

 

Often, The Questions and Responses to the Engagement Letter & Term Sheet are  rife with either questions that have been fully answered and clarified with the Engagement Letter & Term Sheet issued, meaning that they’re primarily lazy and didn’t read it or worse they simply didn’t, or can’t, understand it.  Too many questions are a red flag and may mean that the Prospective Portfolio Company Candidate is simply not ready.  The Managing Director must make the initial decision as to whether the Managing Director is willing to deal with neophytes, because the IPC will not.  The Managing Director is often wise to pass on deals that will drag them under.

IF PASSING ON THE DEAL, the Managing Director simply enters their Dashboard area; clicks on the PORTFOLIO CO. CANDIDATES – RESULTS button; then uses the appropriate buttons to change the Company’s status from Block & Tackle to Friction Free. That will generate an auto-email to  the Prospective Portfolio Company Candidate’s Mgmt. Team as follows:

“On behalf of Commonwealth Capital, LLC, we thank you for the opportunity to capitalize your company.

We believe your business model has merit. However, due to liability and compliance issues involving the issuance of securities to capitalize your company, we believe it is in your company’s best interest to better prepare and educate the entire management team further by entering our Corporate Engineering Conservatory.™ There, you’ll learn how to create a marketable deal structure and produce the required securities offering documents for re-submission to us and our co-investors for potential funding.

Please login to your portal and choose the Corporate Engineering Conservatory™ button to start the process.

We are looking forward to talking with you further about your venture, once the above action items are complete.”

After which the Managing Director is encouraged to follow up with the Prospective Portfolio Company Candidate to sell the monthly subscriptions to the Corporate Engineering Conservatory™, if they haven’t already subscribed.  This not only creates an ongoing annuity for the Managing Director, but also loads the pipe back up with recycled deal flow for potential Block & Tackle commissions.

If they are truly qualified for our Block & Tackle full service process (Meaning that we believe they can raise the capital easily as they know what they’re doing and have at least $1,000,000 in investor capital lined up for Options I or II) the conversation should center around the next steps and set expectations, as follows:

We are happy to provide written answers to all written questions regarding the engagement letter and term sheet their Mgmt. team, including their legal and tax/audit counsel, may have during this 6th due diligence stage. Once they:

  1. Are satisfied with our written responses to your team’s written questions,
  2. We will arrange for a video conference call between our Investment Policy Committee and their team as an informal gathering to get to know one another.

 

7th LEVEL FILTRATION – THE DEEP DIVE

7(a) The Video Conference Call or In-Office Meeting is the Final Call.

LEGAL DISCLOSURES: You may never tape a conversation with anyone without written permission from persons residing in the state of Illinois. Hence for your, our and their protection, you MUST make sure that the parties on all conference calls are made aware of the above law. Simply put, we never give anyone permission to tape or record our private meetings.

The Managing Director will be able to choose from 9 different time slots available, of 3, 60 minute blocks of time that will be designated on 3 days; Wednesdays, Thursdays, and Fridays between 3:00 – 5:00 PM start times Central Time Zone(s) from the calendar managed by a member of the Investment Policy Committee (IPC), Vice President of Acquisitions, at this time. Start booking late Friday first and work backwards in time. The closer to the end-of-week the better, as we want to be the last thing on their minds.

 

  1. The video conference call or HQ office meeting must include all of the of Prospective Portfolio Company Candidate’s Management Team Members required to make a decision, or it will be immediately canceled by the Managing Director or a member of the Investment Policy Committee (IPC) and re-scheduled by the Managing Director. The Managing Director should inform the Prospective Portfolio Company Candidate that the video conference call, is in part, a rehearsal for how Wall Street evaluates prospective investment targets and they need to be prepared to sell over a video conference call, otherwise we pass on the deal—no exceptions.
  2. The video conference call or HQ office meeting will only be attended by those who have active cameras and phones to dial in. For security reasons, any participants, including the Managing Director, dialing in without active cameras will be summarily dismissed by the Organizer of the video conference call. No exceptions.
  3. The video conference call is the final call.

 

The purpose of the VIDEO Conference call or HQ office meeting is:

To OBSERVE how the prospective portfolio candidate mgmt. team members…

  1. Present themselves intellectually, dress and professional demeanor
  2. Expresses passion for their endeavor
  3. Interaction among team members
  4. Remember, as a Managing Director, you too will be assessed by them for the same reasons, so tighten up your online video conference call or HQ office meeting
  5. To blow them away with our process, depth and scope of knowledge, in a consultation sales manner.
  6. To schedule the execution of Engagement Letter and Term Sheet’s provisions. i.e. enter the Production Phase.
  7. TO SELL THEIR SECURITIES TO THE PROSPECTIVE PORTFOLIO CANDIDATE MGMT. TEAM with:
    • The 7 SECOND SNAP: to get the “WOW!!!” regarding their company’s product & service differentials and dominant position in the marketplace;
    • The 20-30 SECOND ELEVATOR PITCH: to get the “HOW??!!!”regarding how the company’s product & service differentials dominate the marketplace and how one can participate by investing; and
    • The QUICK INQUIRY CLOSE by offering to send them an Invitation to their own securities-offering.
    • PRODUCT AND SERVICE DISTRIBUTION. Then to sell them on our Sprocket Network Subsidiary’s product and service Master Distributer Agreement.   We want 15% of gross revenue from the sale of any product and service we sell through our Distribution Network per our Master Distributer Agreement.

 

Once the video conference call or HQ office meeting has been successfully attended and convened, we will expect them to execute the Term Sheet. If their Mgmt. team is comfortable with our team and the wishes to move forward with the engagement, then they must:

  1. EXECUTE THE TERM SHEET by: a.) initialing each page, b.) choose the desired Engagement Option by initialing the Term Sheet where indicated; and c.) have their CEO sign and date the last page; and
  2. RETURN EXECUTED TERM SHEET to us via email or preferably through our secured document upload portal.

 

7(b) Deep Dive Due Diligence Stage.

Once we’ve received the executed term sheet, we then will invest more of our resources on the 7th and final “deep dive” due diligence stage.

START – STANDARD CLAUSE IN THE ENGAGEMENT LETTER:

Our final step 7, deep dive due diligence stage is centered on the principle of trust. The two forms of trust we rely on are “Trust in a Management Team’s Collective Integrity,” as well as “Trust in its Collective Ability” to perform or execute the business plan as presented.  We will be conducting criminal backgrounds checks on each member of the Management Team to verify its Collective Integrity.  Due to the fact that, to gain Trust of its Collective Ability to perform or execute the business plan as presented, can only be verified by experience over time, we rely on our professional discernment for verification. As past performance is not necessarily indicative of future results, the level of our professional discernment is predicated on our belief of your Management Team’s grasp and command of the subject matter you claim to be experts in.

Therefore, to conduct your due diligence on us, we suggest you adopt the same principle as we do during our 7th and final “deep dive” due diligence stage, as defined above. We will provide the latest copy of a 3rd party Criminal Background check on our Management Team upon written request. Please be sure to visit the Unsolicited Testimonials & References section of our website for our policy of references, as well as our A+ Rated Accredited Member of the Better Business Bureau.

After we’ve had several weeks for further examination of their firm, including comprehensive criminal background checks on each team member, to conclude our final due diligence review, we will execute the Term Sheet and start the production process as outlined in the Engagement Letter & Term Sheet.

END – STANDARD CLAUSE IN THE ENGAGEMENT LETTER:

 

IN SUMMARY

 

Your responses will evolve over time, especially when you realize that they are “Barbarians at the Gate” and will do anything to usurp our process.  It’s up to you to manage this process, or become frustrated by it.

 

Remember, we don’t sell we invite. We don’t reject we empower.

[1] NOTE: See: PRODUCING INVITATION LETTERS Section