CommonWealth Capital Advisors - Architects of Finance

Dear Fellow Entrepreneur,

Thank you for the opportunity to present our capital-raising services, specifically to create and manage one or a series of Film Funds ("Funds"). Please take a few minutes to read this letter thoroughly, as it outlines the most successful ways to raise capital for privately held Film Funds, whether you wish to stay private or go public. This letter explains, in a very basic way, how we assist start-up and early-stage Film Funds in raising substantial amounts of capital using the techniques of Wall Street investment banks.

As former Wall Street financiers, we have many capital sources looking to fund "Quality Deal Flow", primarily investment banks - broker dealers, angel groups, hedge funds and private equity firms. Our job is to create and supply that Quality Deal Flow. If you believe your Film Fund(s) can become that Quality Deal Flow, then we are interested in discussing a relationship further.

Suffice it to say, there is an unlimited number of ways to seek capital. However, there are only a few ways to capitalize a privately held or publicly traded Film Fund with substantial amounts of capital, while maintaining the vast majority of common equity ownership and voting control of the management company of the Film Fund, as well as, management control over one or a series of Film Funds.

Clearly, we cannot design or illustrate an optimum capitalization plan for your Film Fund(s) in a dissertation on a website; however, whether you have been through the capital raising process or not, we are sure that you will appreciate our process.

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

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

Most of our clients have enjoyed success as film directors, actors and producers of films or related projects and have capitalized these projects with their own money and or limited outside investor funds. Most see a need to re-organize their financial and operational structures as the administrative burdens of managing multiple projects with differing sets of investors are becoming heavy. Most have now come to the juncture where their track records are very good, and they have earned the right to manage large pools of assets - cash and film properties with full discretionary authority. Many are ready to set-up an operation where they can access capital quickly to take advantage of opportunities as they arise, without the problem of feeling the pressure to invest for the sake of investing or just because there's too much cash setting idle, which eventually will affect their return performance. If any of these aspects sound like your company's situation, then we have the expertise to assist you in achieving your goals.

Most start-up or early stage Film Funds should organize and capitalize a Production Management Company first. Some may elect to keep their current film production company in tact and use current cash flow and or capital to start this process. Others elect to start fresh and form a new company to specifically become the production management company. The decision on which course to choose is generally based on a handful of factors. The primary factor being the ability to either fund internally - one would keep the existing company and evolve it or the need to fund from investors known personally - one could offer participating preferred shares (or units for an LLC) that are callable and or convertible into the production management company's common shares (or units for an LLC).

Once the Film Fund has been formed, the Production Management Company will then contract with each Film Fund that it creates, to manage the assets of the Film Fund(s). Generally, raising $500,000 to $1,000,000 in seed capital for the Production Management Company is sufficient to market and sell the shares of a Film Fund. The Production Management Company then "Lends" the Film Fund a portion of the seed capital, to enable the Film Fund to establish itself as an entity that can qualify for raising capital through the issuance of securities. The Production Management Company contracts with the Film Fund(s) for an annual Management Fee of 1% to 3%, with a share in the net income and net capital gains on asset sales, as well. Once the Film Fund is capitalized, the Management Company is paid back the loan plus any accrued Fees it may incur.

The fee structure to the Production Management Company for managing the Film Fund can be a combination of any number of various factors, but the industry norm is as previously mentioned.

When organizing the Film Funds one should be mindful of industry norms to increase the probability of current capital attainment, as well as setting up each in light of becoming the "Quality Deal Flow" that Wall Street seeks.

When making a competitive analysis of our Investment Banking Advisory Services, please be sure to: (a) price the cost of producing pro forma financial projection that are GAAP Compliant; (b) price the cost of producing a marketable deal structure; and (c) price the cost of producing either a Regulation D 506, SCOR, Regulation A/CA(1001) or SB-2 securities offering document.

CORE COMPETENCIES

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

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

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

If and when we assist in taking a company or Film Fund public, we outsource all legal and accounting (audit) work to qualified securities counsel and SEC compliant accounting firms. We engage in underwriting negotiations with SEC registered broker dealers as lead negotiator. We administer and pay for the entire process, as part of our listed fee.

Our fiduciary duty is always with our client firms.

In regards to our Investment Banking Advisory Services, we have designed our Investment Banking Advisory Services and contingency fee schedule, so we are equally committed with our client firms to a successful capital-raising effort. Our client firms make progressive payments as we perform certain securities offering document production, filing and securities sales training functions and as they raise the capital. Although we cannot take a commission from the sale of securities, our profits from securities offering document production and advisory fees are dependent upon the successful capital raising efforts of our client firms. Our "real" money is made when we take a Film Fund public. By assisting you in maintaining the vast majority of common equity ownership and voting control of the Management Company, throughout the entire capitalization process, we earn stock, a 3 to 5% fully diluted equity stake in the Management Company, once we take your first Film Fund public.

We can help your Production Management Company raise as much capital as necessary for one or more Film Funds on an "as needed" basis. You may choose to do this through a series of securities offerings to support the creation and operation of an "in-house" Finance Department. Whether privately or publicly held, we can assist your Management Company with the creation and marketing of "in-demand" securities to raise capital.

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

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

In addition, if you need an SEC Registered/NASD Member Broker-Dealer to sell your Film Fund's securities for you, we can assist you by sponsoring your Film Fund at the next National Investment Bankers Quarterly Capital Conference.

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

We look forward to serving your Management Company as Financial Advisor. If you have an interest in executing our Investment Banking Advisory Services ("IBAS") Agreement, please email us at support@commonwealthcapital.com to set a mutually convenient time for a conference call.