Commonwealth Capital Adds New Crowdfunding Chapter to Its Premier E-Book, “The Secrets of Wall Street — Raising Capital for Start-Up and Early Stage Companies”

CHICAGO, July 28, 2016 /PRNewswire/ — Commonwealth Capital LLC, a pioneering provider of Corporate Finance Advisory and Regulation Crowdfunding services, announced today that it has updated its popular e-book with a new Chapter Two dedicated entirely to crowdfunding.

The definition of the term “crowdfunding” has evolved in recent years. The term was originally used for donation-based crowdfunding only, but is now used to define capital-based crowdfunding — also known as Regulation Crowdfunding — under Title II (2) and then under Title III (3) of the Jumpstart Our Business Startups (JOBS) Act of 2012.

ebook4The JOBS Act has significantly leveled the investment playing field, encouraging a growing number of entrepreneurs to begin fielding their own crowdfunded offerings. Unfortunately, in their excitement to take advantage of these new opportunities, many entrepreneurs fail to recognize that significant legal and managerial risks remain when raising crowdfunded capital. These risks can be devastating professionally and personally if not identified and addressed from the start.

“What most entrepreneurs don’t understand is that seeking capital though Regulation Crowdfunding is a securities offering and is still a very tricky business,” said Timothy D. Hogan, CEO of Commonwealth Capital.  “We’ve witnessed too many entrepreneurs making too many unnecessary mistakes and we want to do our part in correcting that problem.”

To help entrepreneurs get started right, Commonwealth Capital provides a complimentary 40-page Abridged Edition of the e-book, downloadable from its website. The new Chapter Two includes comprehensive excerpts and summaries from the 685-page document known as the SEC Final Rules regarding crowdfunding.  More importantly, the Abridged Edition enables entrepreneurs to make qualified decisions on whether a securities offering is right for their company’s capitalization needs.

A complimentary copy of the Abridged Edition can be downloaded at  The complete, 140-page Expert Edition can be purchased online and downloaded at

About Commonwealth Capital LLC
Commonwealth Capital LLC, a pioneering provider of Corporate Finance Advisory and Regulation Crowdfunding services, is a subsidiary of Commonwealth Capital Advisors (CCA). Since 1998, CCA has successfully engaged hundreds of start-up and early stage companies in their quest for raising millions of dollars in capital. As former Wall Street investment bankers and experts in compliance matters related to selling securities, the company’s executives are intimately familiar with the criteria employed to successfully raise seed, development and expansion capital. Learn more at

Media Contact:
Robert Keosheyan
Denver Brandworks
E-mail: E-mail
Phone: (303) 895-4099

SOURCE Commonwealth Capital LLC

Related Links


The E-book is in PDF file format and serves as the most comprehensive guide available into the world of raising capital. (See Testimonials).

To determine if the Financial Architect System™ is right for your company’s capitalization needs, please read this E-book.

As former Wall Street financiers turned entrepreneurs, we know what you’re going through or about to go through. We have felt the pain of attempting to capitalize start-up and early stage companies. We know how to succeed, but just as important, we’ve learned from mistakes.

When it comes to raising capital, “Crowd Funding” the JOBS Act of 2012 has changed everything! All privately-held companies now have the ability to legally advertise securities to raise an unlimited amount of capital from accredited investors.  If you use “high yield” hybrid securities to compete with low yielding bank CDs, your phone will ring of the hook with investors calling you!

But many will still give up too much of their company too early, for too little…a critical mistake! More importantly, many entrepreneurs and the crowdfunding portals they use to promote and sell their securities offerings, may be in serious technical violation of federal and state securities laws, rules and regulations. Don’t risk going to jail for securities fraud.

If you are determined to raise capital for your start-up or early stage company, and want to do it right the first time, this book was made for you. It is the only resource available online that shows Entrepreneurs the whole process so they can successfully get the capital they need without wasting time or money where others fail. Get right to the source, and turn your dream into reality.

About the Authors

Timothy Daniel Hogan

Mr. Hogan has been in the Investment Banking and Securities Industry, since May 5th 1985. His securities industry training started with a few large securities brokerage and investment banking firms, such as; Merrill Lynch, E. F. Hutton and Shearson Lehman Brothers, now known as, Salomon/Smith Barney a Member of Citigroup. He’s held Six (6) NASD/FINRA securities licenses and registrations primarily of “Principal” status. Mr. Hogan is a former Director of Compliance and Senior Trading Principal for North American Financial Group, Inc. a SEC Registered Investment Bank and Securities Broker. Chairman of the Investment Policy Committee for North American Capital Advisors, Inc. a SEC Registered Investment Advisory firm.

Mr. Hogan has been a Founding Principal of seven entrepreneurial endeavors, including an eighteen-hole championship golf course and real estate development, a software-development firm and other Internet related businesses, as well as, an investment-banking company. He has held board and executive committee seats on various firms. Mr. Hogan holds a double major (Marketing & Finance) Bachelors of Business Administration from Grand Valley State University’s Seidman College of Business.

Russell C. Weigel III, Esq.

Mr. Weigel is a securities lawyer that started his legal career in 1989. Between 1989 and 1990, Mr. Weigel served the state of Florida as a criminal prosecutor. Between 1990 and 2001, Mr. Weigel worked for the Securities and Exchange Commission as an enforcement attorney. He supervised and conducted numerous investigations and litigated many civil injunctive and administrative proceedings nationwide. Most of his cases involved allegations of fraud, sales of unregistered non-exempt securities or regulatory compliance violations. Mr. Weigel also supervised investigations and litigated cases involving securities issuers’ Ponzi schemes and false financial reporting. The targets of Mr. Weigel’s cases typically were stock promoters, public companies, broker dealers, investment advisers, and stock transfer agents.

Mr. Weigel currently has a private practice, specializing in securities law. He handles both securities transactional and securities litigation matters. His focus includes advising public and private company clients on capital raising transactions and mergers, preparing their SEC reports and registration statement filings, regulatory compliance matters for securities-industry participants, and defending clients involved in arbitrations and FINRA, SEC, and state securities enforcement matters. Mr. Weigel is an AV-rated[1] securities attorney.

Mr. Weigel joined Commonwealth Capital Advisors as a Managing Director and Chief Legal Counsel in April of 2014. He joined Commonwealth Capital in the same capacity.

[1] CV, BV, and AV are registered certification marks of Reed Elsevier Properties, Inc. in accordance with Martindale-Hubbell certification procedure’s standards and policies. Martindale-Hubbell is the facilitator of a peer review process that rates lawyers. Ratings reflect the confidential opinions of members of the Bar and the Judiciary. Martindale-Hubbell ratings fall into two categories – legal ability and general ethical standards.

Table of Contents


Chapter 1: An Introduction to Raising Capital in the United States

Chapter 2: Crowdfunding

I.    Donation-Based Crowdfunding

II.      Capital-Based, Regulation Crowdfunding

Issuers of Securities
Limitation on Investment Amounts
Disclosure Requirements
Shameless Plug
Intermediaries – Crowdfunding Portals
Record Keeping- Stock / Securities Record
Denying Access.
Highlighting Offerings
Disqualifying Issuers
Current Crowdfunding Practices
Non-Integration with Concurrent Offerings
Advertising the Offering
Oversubscription and Offering Price
Restrictions on Resales
Relationship with State Law
Exemption from Section 12(g) – Becoming an SEC Reporting Co.

Chapter 3: Capitalizing On the Winds of Change

Chapter 4: The Perfect Storm: Are you Ready?

Chapter 5: Rules of the Game: The Power-Play

Chapter 6: Why Entrepreneurs Fail to Raise Capital

Chapter 7: The Four, Professional Functions of a Securities Offering

Chapter 8: Organizational Structures & Management Mindsets

Chapter 9: Deal Structuring

Deal Structures for Operating Companies
Deal Structures for Funds

Chapter 10: Warping the Risk / Return Continuum

Operational Risk
Financial Risk
Litigation Risk

Chapter 11: The Two Most Popular Deal Structures for Start-Ups

Chapter 12: The R&D of Debt Capital

Chapter 13: The R&D of Equity Capital

Chapter 14: Making Structural Changes

Chapter 15: Changing the Mode of Operation

Chapter 16: Instructions to Producing Pro Forma Financial Projections

Chapter 17: Company Valuation and Securities Pricing

Chapter 18: Securities-Offering-Document Production

Exemption Decision Matrix

Chapter 19: Soliciting & Selling Securities to Raise Capital

Chapter 20: Compliance with Federal and State Securities Laws


About the Authors:

Timothy Daniel Hogan
Russell C. Weigel III, Esq.


Learn The Secrets of Raising Capital

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Commonwealth Capital, LLC
Associate Agreement
“Director Associates & Enterprise Associates”


This Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in the Commonwealth Capital Associate Program.

  1. Terminology: Commonwealth Capital’s Associate Program the “Program.” This Affiliation Agreement, “Agreement”, is made between Associate Applicant, the “Applicant,” “Associate,” “Associate Program Member,” “Associate Agent” “Associate,” “Director Associate,” “Enterprise Associate,” “Agent,” “You,” “Your,” or “Yourself,” and Commonwealth Capital, LLC or any of its subsidiary companies, “Commonwealth,” “Commonwealth Capital,” “Company,” “We,” “Us,” or “Our” collectively known as the “Parties.” “End User” means a purchaser, client, or customer of an Associate or Commonwealth Capital. A “Product” is any product or service, including SaaS, listed on our site that is fulfilled by us or any product sold by a third party seller on our site. A “Third Party” is any company that provides a product or service to Commonwealth Capital, in regards to Commonwealth Capital acting as a reseller, wholesaler or as a distributor. A “Site” can mean singular and/or plural and our website(s) or your website(s), referenced in context.


  1. Term of Agreement: The term of this Agreement will begin upon your acceptance of the Associate Agreement (this text), the submission of your Associate Application (we will send you the ID & Password once approved) to join the Associate Program and acceptance of the application by Commonwealth Capital, LLC located at: 30 S. Wacker Dr. 22nd Floor Chicago, IL 60606. This Agreement will end when terminated by either the Associate or Commonwealth Capital LLC. Either party may terminate this Agreement at any time, with or without reason, by giving the other party suitable notice of termination. Any breach of any provision of this Agreement by either party will constitute immediate termination on the date of the activity that constituted the breach.

  1. Associate Advertisement and Promotion: Associate may not advertise or promote Commonwealth Capital or any of its products or services by any illegal or unethical means. Commonwealth Capital, LLC will make the final decision as to what constitutes an unauthorized method of advertisement. Associates who use these methods to promote Commonwealth Capital LLC’s Products will be terminated without notice and will forfeit all unpaid commissions earned and any stock awards will be considered terminated immediately, as a breach of this Agreement.

Examples of unauthorized and prohibited advertising or promotional methods include, but are not necessarily limited to:

  1. Spam or by unsolicited e-mail;
  2. Cross posting on Usenet Newsgroups;
  3. Promotion from an Adult, Hate, Misleading, or Obscene web site;
  4. Advertising or Promotion, which misrepresents Commonwealth Capital LLC’s products or services;
  5. Advertising or Promotion, which promotes violence;
  6. Advertising or Promotion, which promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  7. Advertising or Promotion, which promotes illegal activities;
  8. Advertising or Promotion, which otherwise violate intellectual property rights.


  • Associate Compensation




  • Commissions:
  • Eligibility: For a sale to be eligible to earn a commission the sprocket company candidate for the Commonwealth Capital Income Funds I or II “CCIF-I  or II”, must be invited to and accept the terms of becoming a portfolio company of Commonwealth Capital Income Funds I & II. Associate must also have an IRS Form W-9 on file with Commonwealth Capital.  




  • Commission Payout Grid:


  1. Corporate Finance Advisory Services (CFAS). Associate Program Members receive a standard 10% commission on any fees we receive for providing this service to portfolio companies, that are introduced by Associate, to one of our VC Funds; Commonwealth Capital Income Funds I & II
    1. Equity Compensation: 10,000 units ($1,000,000) of COMMONWEALTH CAPITAL’S SERIES A – CLASS B NON-VOTING CONVERTIBLE PARTICIPATING PREFERRED UNITS, “UNITS,” shall be distributed to those Associates who meet certain criteria and as long as the equity units are available.
      1. Eligibility: $100,000 minimum in gross commissions you receive for Corporate Finance Advisory Services (CFAS) shall trigger the eligibility for an Associated to receive an additional distribution of Convertible Participating Preferred Equity. Annual sales and commission amounts will determine the amount of equity distribution based on a calculation of ten (10%) percent of the annual sales and commission amounts applied to the par value of the preferred equity, setting the minimum to be distributed.
        1. For instance, $50,000 in commissions received by Associate (not gross sales) for Corporate Finance Advisory Services will not trigger eligibility because it is less that the $100,000 minimum. $150,000 in commissions received by Associate (not gross sales) for Corporate Finance Advisory Services will trigger eligibility because it is greater than the $100,000 minimum.   That amount multiplied by the 10% Equity Commission equals $15,000 amount applied to the par value ($100.00) of the preferred equity sets the minimum to be distributed at 150 preferred units.  
      1. There are no maximum amounts of annual sales or Convertible Participating Preferred Units to be received by any Associate up to the maximum amount of 10,000 Convertible Participating Preferred Units available by this agreement and the Stock Award Plan. Once the 10,000 Convertible Participating Preferred Units are distributed the Stock Award program ends.


  • Qualified Sales Leads.


      1. Associate will receive qualified leads for prospective subscribers for the Sprocket Network™ based on a track record of successful sales performance. The leads will be distributed on a timely basis at Management’s discretion.  

Payments: For commission earned through the Company’s Corporate Finance Advisory Services, Associates are paid only by PayPal or ACH electronic transfer to Associate’s bank account and shall be paid within 10 business days of the 15th and the end of the commission month. To receive electronic payment, Associates provides their PayPal information or provide their bank’s routing number and bank account number on the Associate Sign-up page.

Links on your Site(s) to our Site: Once you have been notified that you or your company has been accepted into the Program, you or your company may provide on your site(s) one or more of the following types of links to our site, or other sites as directed “Links.” You may select one or more links to list on your site. We will provide you with instructional guidelines and graphical artwork to use in linking to our site. To permit accurate tracking, reporting, and commission accrual, we will provide you with special “tagged” link format(s) to be used in all links between your site and our site. You must ensure that each of the link(s) between your site(s) and our site properly utilizes such Sprocket Network, LLC “Sprocket” et al, formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such Sprocket Network, LLC “Sprocket” et al, link formats are referred to as “COMMONWEALTH CAPITAL OR Sprocket Network, LLC “Sprocket” et al, links. You will earn commissions only with respect to activity on our site occurring directly through COMMONWEALTH CAPITAL ET AL Links; we will not be liable to you with respect to any failure by you to use COMMONWEALTH CAPITAL ET AL Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

You acknowledge that, by participating in the Associate Program and placing any of the above links within your site, Commonwealth Capital et al may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Commonwealth Capital program constitutes your specific and unconditional consent to and authorization for Commonwealth ’s access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in Commonwealth’s Privacy Notice.

Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the Commonwealth Capital et al sites; (b) use any data, images, text, or other information obtained by you from us or our site in connection with this Agreement (“Content”) only in a lawful manner and only in accordance with the terms of this Agreement; (c) not modify or alter any Content that consists of a graphic image, other than to resize it; (d) not edit any Content that consists of text, other than to shorten its length; (e) not sell, redistribute, sublicense or transfer any Content; (f) not use any Content in a manner intended to send sales to any site other than the Commonwealth Capital site; and (g) promptly delete any Content that is no longer displayed on the Commonwealth Capital site or that we notify you is no longer available for an Associate’s use.

Order Processing: We will process orders placed by customers who follow Sprocket Network, LLC “Sprocket” et al, links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase by using Sprocket Network, LLC “Sprocket” et al, links from your site to our site and will make available to you reports summarizing this sales activity. We shall make these reports available to you online and in real time. The form, content, and frequency of the reports may vary from time to time due to technical difficulties or at our discretion.

Pricing Policy: Customers who buy products through this will be deemed customers of Commonwealth Capital. Accordingly, all Commonwealth Capital rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged under this Program in accordance with our own pricing policies. Prices and availability may vary from time to time.

Identifying Yourself as an Associate: You may not issue any press release with respect to this Agreement or your participation in the Program without prior written permission from Commonwealth Capital; such action may result in your termination from the Program. We will make available to you a small graphic image that identifies your site as an Associate Program participant. You may display this logo or any phrases on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement, (including by expressing or implying that Commonwealth Capital supports, sponsors, endorses, or contributes money to any charity or other cause).

Limited License: We grant you a nonexclusive, revocable right to use the graphic image and text described in paragraph 9 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as an Associate and to assist in generating sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. Termination of this agreement by either Party shall revoke your limited license.

Responsibility for your Site: You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for, but not necessarily limited to:

  • The technical operation of your site and all related equipment;
  • Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);
  • Ensuring that materials posted on your site are not libelous or otherwise illegal; and
  • Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of your site.

Non-Circumvent and Non-Disclosure. WHEREAS, Associate hereto contemplates entering into or participating in one or more business transactions concurrently herewith and/or hereafter with Commonwealth Capital during the term of this Agreement. WHEREAS, Associate recognizes that, in the transaction of such business, Associate may learn from Commonwealth Capital (including associates) the identity, address, telephone numbers and other information of customers, clients, agents, brokers, buyers, sellers, financiers, investors, consultants, experts, and/or bank accounts, transaction codes, software codes, capital sources, participating investment and commercial banks and/or entities, instructional manuals, E-books, policies and procedural manuals, training manuals, terms of use and privacy statements, any other statements or agreements, document production templates, links to informational sources and other intellectual property, (hereafter referred to as “confidential information”), which Commonwealth Capital has acquired through years of investment in time, expense, and effort. Such confidential information shall remain the sole property of the Commonwealth Capital, LLC.

Notwithstanding the other provisions of this agreement, all confidential sources and information disclosed by Commonwealth Capital to Associate, or about as a result of this Agreement, is valuable property and shall remain the exclusive property of Commonwealth Capital. The Associate will maintain complete confidentiality regarding Commonwealth Capital business sources, trade secrets and/or its Associates’ confidential information, as well as, the nature, manner, and forms of Commonwealth Capital’s business dealings. Associate agrees not to disclose any confidential information to any entity, in perpetuity.

Associate will not, in any way whatsoever, circumvent or attempt to circumvent Commonwealth Capital, or any of the sources/contacts involved in any of the transactions of Commonwealth Capital. Any violation of this covenant shall be deemed as an attempt to circumvent Commonwealth Capital, and Associate violating this covenant shall be liable for damages in favor of Commonwealth Capital.

Associate agrees with Commonwealth Capital that upon any breach of this agreement, Associate in default will pay Commonwealth Capital: (A) the non-circumvention damages, if applicable, plus (B) all loss and/or damage sustained by Commonwealth Capital by reason of such breach, plus (C) all expenses incurred in enforcing any legal remedy and/or right(s), based upon or arising out of this agreement, plus (D) a reasonable sum for attorneys’ expenses and attorneys’ fees.

Reasonable Restraint: Associate hereby acknowledges that the restrictions contained in The Non-Circumvent and Non-Disclosure paragraph hereof are reasonable restraints upon Associate, and further acknowledge that any breach of those provisions could have a substantial detrimental effect upon Commonwealth Capital, the amount of which will be impossible to ascertain, and for that reason, Associate agrees that, in addition to any other remedy available to Commonwealth Capital under law for violation of this Agreement, that Commonwealth Capital shall be entitled to an injunction from any Court of competent jurisdiction restraining any violation of any said covenant.

Independent Contractor: Associate is an independent contractor with respect to Commonwealth Capital. If the Associate is an individual, partnership, Limited Liability Company or any other “Pass-through Entity” for income tax purposes, the Associate must provide Commonwealth Capital with Associate’s social security or federal tax identification number (by properly executing IRS Form W-9) so that an IRS Form-1099 can be generated and sent to the individual or entity after the end of each calendar year. In addition, you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations or otherwise bind the Company on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Paragraph. NO PAYMENTS WILL BE MADE UNTIL COMMONWEALTH CAPITAL HAS A PROPERLY EXECUTED W-9 FOR ASSOCIATE ON FILE.

Indemnification: Associate agrees to indemnify and hold Commonwealth Capital harmless from all claims, losses, expenses, fees, including attorney fees, costs, and judgments that may be asserted against Commonwealth Capital that result from the acts, omissions, or material misrepresentations made by or of Associate’s Officers, Directors, Employees, or Agents. We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement.

Disclaimers We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Assignment: You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of Commonwealth Capital. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Commonwealth may assign this entire agreement and the obligations to and from its Associates to its subsidiary; Sprocket Network, LLC “Sprocket” et al, at any time.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by electronic transfer (via e-mail address), or deposited in the United States mail, postage prepaid, addressed as defined in paragraph two of this Agreement. Such addresses may be changed from time to time by either Party by providing written notice to the other in the manner set forth above.

Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a Court of competent jurisdiction or arbitration panel finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

Modification: In light of keeping our relationships with our Associates positive, productive, and prosperous, we may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. We shall notify all Associates, via email, of any modifications, which are material to this Agreement and Terms of Use Statement and that are not ministerial in nature. Your continued participation in the Program is very important to us; however, if any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our sending and posting of a change notice or new Agreement on our site will constitute binding acceptance of the change.

Legal Age: Associate, if an individual acknowledges that he or she is of legal age to contractually bind Associate to this Agreement.

Applicable Law. This Agreement shall be governed by the laws of the State of Illinois or where Commonwealth Capital resides at the time of issue.

Binding Contractual Authority. Applicant, if for an entity other than an individual, hereby affirms that Applicant has the binding authority of their respective organizations, granted by their organization by election or appointment or in any other manner consistent with law effecting contractual applications.

Entire Agreement. This Agreement contains the entire agreement of the Parties and there are no other promises or conditions in any other agreement whether oral or written. Except for Managing Directors of Commonwealth Capital that act as Associates, this Agreement supersedes any prior written or oral agreements between the Parties.



Commonwealth Capital, LLC is a hybrid venture capital management company comprised of former Wall Street investment bankers and stockbrokers, as well as current experts in corporate, tax and securities governance; fraud prevention; deal-structuring and compliance matters related to creating and selling securities; and IT innovators of crowdsourced incubation.

Commonwealth Capital, LLC is the creator; sole owner and operator of the Corporate Engineering Conservatory™; The Financial Architect System™; as well as Commonwealth Capital Income Fund – I™. The Financial Architect System™ is only available to members of our Corporate Engineering Conservatory™.

We’ve been capitalizing start-up and early stage companies—exclusively since 1998. As our main focus, we apply proven corporate engineering practices designed to create value, enabling your company to easily attract investment capital and management talent, as well as providing options for an exit strategy to create maximum wealth for you and your shareholders.

We have access to many sources of capital for varying stages of a company’s existence. More importantly, we, too, are looking to invest in start-up and early stage companies through our own venture-capital fund—Commonwealth Capital Income Fund – I™.

Unlike most venture-capital firms, we’ve taken the mystery out of the application and funding process. We’re upfront about what we want to invest in and why.

Unlike most venture capital firms, we won’t leave you frustrated with endless due diligence.

Unlike most venture capital firms, we fund start-ups. We understand the inherent risks involved with investing in start-ups and have built-in protocols to mitigate risks for our Commonwealth Capital Income Fund – I™ and Co-investors.

Unlike most venture capital firms who may fund an early stage company, we do not demand voting control. We only earn 5% to 10% of the total convertible preferred, class-B-non-voting, equity to be issued through our process.

Unlike other venture capital funds or investment banks, we do not utilize outside investor capital which places our fiduciary duty solely with you; the entrepreneur.

Our philosophy is simple. If you can do what we request of you through our process outlined within our Capital Access Portalthere’s a very high probability that we’ll invest in your company, find other investors who will or find a broker-dealer who will sell your company’s securities.

Simply stated, we bring Wall Street to Main Street.





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