Pointe Capital Advisors

     INVESTMENT BANKING
            AND
 CORPORATE FINANCE ADVISORY
INTRODUCTION



Financial advisor to private and public
   micro and small cap companies
    seeking capital or considerin...
TRANSACTION SUMMARY
All going enterprises – no failures
Total of 5 Transactions
  $29.8 million Total Investment
  Accumul...
PRINCIPAL TRANSACTION




                        4
AGENT OR ADVISORY


              Invision
            Technologies




                           5
CURRENT CLIENTS
     NASCAR racing team Car #47, PCA is a team partner
     and acting as exclusive financial advisor for ...
A REVERSE MERGER
A transaction whereby a private company acquires a public
company and becomes the operating business.
Alt...
REVERSE MERGERS
        Financings and Market Support
Enhances shareholder value.
Higher valuations as a public vs. a priv...
ADVANTAGES
Private company current shareholders receive
up to 90%.
Liquidity – Owners have options for exits.
Acquisitions...
COMPARED TO AN IPO
Much lower cost – IPO can cost several millions.
   No expensive SEC filings.
Faster process – IPO can ...
PCA - CREATING VALUE
                           VALUE CREATION
    Business
                   • Provide Professional Advi...
PCA KNOW HOW
Experts in reverse merger transactions.
Has access to high quality corporate shells at any time.
Has numerous...
OFFERING PLATFORM
                   Strong
                     Strong
                  Execution
                   Exe...
SERVICES
Identify a “high quality” shell.
Negotiate terms.
Identify and negotiate with legal firms.
Guide Company through ...
TIMELINE




           15
BIOGRAPHIES
    James Morrell              Salvatore Russo               Gil Sternbach               Colin Cave
• 25+ year...
PROFESSIONAL FIRMS
Legal:
  Broad & Cassel, Miami
  Greenberg Traurig, Miami
  Scienzia , Ross, Freidman, & Ferentz, New Y...
PERSONAL REFERENCES
          James Morrell                    Sal Russo
                                  Mathew Gorson, ...
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Corporate Overview

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Corporate Overview

  1. 1. Pointe Capital Advisors INVESTMENT BANKING AND CORPORATE FINANCE ADVISORY
  2. 2. INTRODUCTION Financial advisor to private and public micro and small cap companies seeking capital or considering financial or strategic initiatives. 2
  3. 3. TRANSACTION SUMMARY All going enterprises – no failures Total of 5 Transactions $29.8 million Total Investment Accumulated Value in excess of $225 million (Estimated Mark to Market) Return on Equity of 755% No liquidations or sales to date 3
  4. 4. PRINCIPAL TRANSACTION 4
  5. 5. AGENT OR ADVISORY Invision Technologies 5
  6. 6. CURRENT CLIENTS NASCAR racing team Car #47, PCA is a team partner and acting as exclusive financial advisor for a capital raise for expansion into a multi-car team, and potential merger or acquisition into, or with a top tier NASCAR team Kabang Energy Candy is a new product and leader in its field. PCA is acting as exclusive financial advisor for strategic initiatives including expansion and business development. RealServ, an innovative lead generation and data mining company is launching its business plan. PCA is acting as exclusive financial advisor for strategic initiatives including capital raises, business plan implementation, and marketing. 6
  7. 7. A REVERSE MERGER A transaction whereby a private company acquires a public company and becomes the operating business. Although the public company is the surviving entity, the shareholders of the private company gain and affect control of the public company. The private company’s officers and directors become the officers and directors of the public company. The public corporation will usually change its name and ticker symbol. PRIVATE SHELL PUBLIC COMPANY COMPANY COMPANY 7
  8. 8. REVERSE MERGERS Financings and Market Support Enhances shareholder value. Higher valuations as a public vs. a private company. Easier to raise financing. Right company + right people = excellent way to take a growing business to the next level. Perfect solution for a company that can benefit from the public company advantages, yet does not need to raise significant capital. 8
  9. 9. ADVANTAGES Private company current shareholders receive up to 90%. Liquidity – Owners have options for exits. Acquisitions & Partnerships – Company can use stock as a currency for transactions. Access to capital – Easier to raise money than being a private company. 9
  10. 10. COMPARED TO AN IPO Much lower cost – IPO can cost several millions. No expensive SEC filings. Faster process – IPO can take 12-18 months as compared to 4-6 weeks for RM. Timing and market risks eliminated which can cause underwriters to back away. Less management’s time commitment. Less dilution and ownership control. 10
  11. 11. PCA - CREATING VALUE VALUE CREATION Business • Provide Professional Advice Development and Value Creation • Focus Management’s Time • Introduce Investors • Maintain Confidentiality • Drive The Entire Process • Negotiate With Investors MAXIMIZE VALUE 11
  12. 12. PCA KNOW HOW Experts in reverse merger transactions. Has access to high quality corporate shells at any time. Has numerous relationships with institutional investors. Very astute in capital raising initiatives. Compose a compelling offering memorandum to maximize value. Understands what investors and the capital markets seek in a management team. Thorough understanding of the capital markets. Knowledgeable about SEC and state regulations. Has negotiating expertise. 12
  13. 13. OFFERING PLATFORM Strong Strong Execution Execution Capital Capital Industry Industry Markets Markets & & Market Market Contacts Contacts Knowledge Knowledge Relations with Relations with Strong Strong Funding Funding Negotiators Negotiators Sources Sources Aftermarket Aftermarket Support Support 13
  14. 14. SERVICES Identify a “high quality” shell. Negotiate terms. Identify and negotiate with legal firms. Guide Company through the process. Reduce the time burden on the Company. Identify and negotiate with investors. Perform I/R campaign for investor awareness – after market support. 14
  15. 15. TIMELINE 15
  16. 16. BIOGRAPHIES James Morrell Salvatore Russo Gil Sternbach Colin Cave • 25+ years Investment •15+ years Investment •20+ years business and • 30+ years business and Banking and Capital experience in equity, finance. accounting Markets. debt, and capital markets. •Director of •Held senior CFO •Senior Positions include: •Senior positions include: Transaction Services positions in numerous for Centerprise private and public •EF Hutton • Donald & Company Advisors. companies. •Paine Webber • WJ Nolan •V.P. Acquisitions for •Sr. Manager of •First Union/Wachovia • Magnum Securities Castle Group. Corporate Finance Price Waterhouse in Europe. •Over $12 Billion in •Funded over $1 billion in •BA Degree University financing transactions. small cap transactions. of Western Ontario. •Former Chairman of Caribbean Foreign •Finance Committee - • Executed or involved in •MBA from McMaster Exchange Conference Coral Springs, FL. over 35 reverse mergers. University. •Chartered Canadian •BA Degree – SUNY. • BA Degree - CW Post Accountant University 16
  17. 17. PROFESSIONAL FIRMS Legal: Broad & Cassel, Miami Greenberg Traurig, Miami Scienzia , Ross, Freidman, & Ferentz, New York Accounting: Citrin & Cooperman, New York UHY Advisors, LLP, Detroit 17
  18. 18. PERSONAL REFERENCES James Morrell Sal Russo Mathew Gorson, President Jacob Frankel, Attorney/Partner Greenberg Traurig, LLP Shulman, Rogers, Gandal, Pordy, 305-579-0777 & Ecker 301-230-5214 Mark Raymond, Managing Partner – Broad & Cassel Shannon VanEtten, CEO 305-373-9425 RealServe, Inc. 828-712-1468 Woody Kahn, CEO Yale Mortgage, Inc. Brad Tolkin – CEO, 305-532-1400 World Travel Holdings 516-790-0523 18
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