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Investment Brief
February 2016
1	|	P a g e 	
	
OVERVIEW
Pecunia Management LLC (the “Company” or “IAA”) is executing an aggressive growth strategy driven by
acquisition of sub-scale independent broker dealers (“IBDs”) and registered investment advisors (“RIAs”) in
addition to continued recruitment of top performing advisors.
The financial services industry is fragmented. Larger firms continue to deal with the fall-out of the past
seven years, looking for ways to cut costs while navigating the every-changing regulatory and compliance
rules and regulations. Wall Street is taking on a new shape, and there is a tremendous opportunity for
smaller, more nimble, client-focused firms to enter the market and thrive.
IAA has grown its hybrid broker dealer RIA business from 20 reps in 2007 to 119 reps in 2015, and
revenues from $3 million to $23 million over the same period. In addition, assets under management have
increased by 250% since 2009 to more than $1 billion.
Operating in 17 states with 33 independent locations, we are a full-service financial services and Fintech
firm with three operating segments: International Asses Advisory (IAA), a brokerage firm, International
Assets Investment Management, a registered investment advisor, and IAA Shared Services, a business
services platform.
Over the past several years we have continued to shift from a retail focus to greater diversification and
fee-based business, resulting in higher quality of revenue. We intend to continue to this emphasis and
accelerate our growth through acquisition, while attracting more reps to our diversified services and
product platform.
2	|	P a g e 	
	
International
Assets
Advisory
International Assets Advisory LLC - Full service securities brokerage firm
Clears through National Financial Services (NFS), division of Fidelity; $19 million+ in annual
commissions and other revenue; $800M+ AUM; institutional and retail business; capital markets
and investment banking ($1.2 billion raised through capital markets and 20 transactions;
insurance and trust services.
International
Assets
Management
International Assets Management LLC - SEC registered investment advisor
Customer at NFS, $190M AUM; $1.9 million in fee revenues; multi-custodian (Schwab, Fidelity
and TD Ameritrade); IAA “Access” – TAMP capable of creating Harvard and Yale endowment
models; institutional consulting platform for pensions; endowments and foundations.
IAA Shared
Services
IAA Shared Services LLC – Business services and support
Human resources, information technology, payroll, compliance, etc.
IAA
Access
IAA Access – Technology services platform
Offers full-service broker dealer, corporate RIA, asset management, TAMP, institutional quality
alternative investments, business services and support
OUR BUSINESS
0
50
100
150
2007 2009 2011 2013 2015
Reps and Advisors
$-
$10,000,000	
$20,000,000	
$30,000,000	
2007 2008 2009 2010 2011 2012 2013 2014 2015
Revenues
$-
$500,000,000	
$1,000,000,000	
$1,500,000,000	
2009 2011 2013 2015
Assets Under Management
99%
65%
1% 10%
2007 2015
Revenue Mix
Retail-Based Fee-Based
Key Operating Metrics
3	|	P a g e 	
	
INVESTMENT
We are raising a minimum of $5 million and up to $7.5 million through a combined debt/equity offering
of our securities, which will be used to target and close on acquisition candidates, marketing and
recruitment efforts and for general working capital required to scale the business.
Shareholders		 Current	Out	 %	 Post-Offering	Out		 %	
Total	Current	Shareholders	 								1,000,000		 100%	 								1,000,000		 83%	
New	Shareholders	 																					-				 0%	 											200,000		 17%	
	
								1,000,000		 											1		 								1,200,000		 100%	
Key	Data		
	Shares	Out	(current)	 								1,000,000		
Offering	-	Equity	 	$					3,000,000		
Offering	Price/Share	 	$												15.00		
Shares	Offered	 											200,000		
Post	Offering	Shares	Out		 								1,200,000		
Post	Offering	Valuation	 	$			18,000,000		
Offering	-	Debt		 	$					4,500,000		
Notes	Offered	 															45.00		
Annual	Interest	(simple)	 																			10%	
MARKET DYNAMICS & CHALLENGES
For Reps
Wirehouse
Model
is flawed
For IBDs
Challenges
of
their own
Rising Costs	
Back Office 	
Technology 	
Regulations	
Less Flexibility 	
House Product	
Payouts	
Client Limitations	
Conflicts of Interest 	
Key Takeaways
Key
Trends
Firms considering
sale, merger
or consolidation
opportunities
Strategic Acquirers	
Private Equity Firms	
Integrators	
Reps are leaving
wirehouses to IBDs and
RIAs
Industry
Consolidation
IAA has unique
opportunity
4	|	P a g e 	
	
Sub-scale independent broker dealers (“IBDs”) are characterized by aging owners, increased regulatory
and technology costs and fierce competition from more established, better capitalized firms. There are
hundreds of IBDs throughout North America contemplating whether to close shop, sell or merge or
continue to face margin pressure and prolonging the termination point of their business.
Source: (a) The Cerulli Report: The State of U.S. Retail and Institutional Management 2014’ (b) The Cerulli Report: U.S. Retirement
Markets 2014: Sizing Opportunities in Private and Public Retirement Plans.
We believe this environment represents a tremendous opportunity, and we are planning to expand our
business, building greater economies of scale by focusing on four key areas:
1. Evolve to FINTECH-driven business model 2. Diversification
3. Acquisition 4. Recruitment
We are creating a cost operating structure through IAA Shared Services that can be leveraged across our
businesses that will allow us to better manage costs and pursue a balanced growth plan.
Professionally
Managed	Assets(a)
Retirement
Assets(b)
Key Takeaways
Demand for Independent
Financial Advice
Growth in Investable Assets
IAA has unique
opportunity
$22 $26 $37
2003 2008 2013
Trillions	($)
$15	 $22	 $29	
2009 2014E	 2019E	
Trillions	($)
Advisor Migration
to Independence
5	|	P a g e 	
	
Tech Adoption – Fintech
We are leveraging our existing
business and shared services
through a fully-integrated
technology platform (“IAA Access”)
which will enable us to more
seamlessly integrate new products
and services to our business and
streamline the workflow for our
reps. This transition to a Fintech
platform is a powerful tool for
attracting high-quality financial
advisors and registered investment
advisors seeking to scale their
business more efficiently and cost-
effectively.
Turnkey Asset Management Platform
• Investment Search & Selection
• Research & Due Diligence
• Reporting & Monitoring
• Model Portfolios
HNW Access Lead Generation
• HNW Clients
• Family Offices
• Corporate Executives
• Wealthy Donors
• Accredited Investors
Alternative Investments
• Private Equity
• Private Credit
• Hedge Funds
• Real Estate
• Oil & Gas
• Reg. D 506(c) Offering Platforms
Business Services
• Custody
• Compliance
• Legal
• Human Resources
• Information Technology
• Payroll
• Marketing
• Taxes
• Business Intelligence
• Back Office Support
• Valuations
• Web Services
IAA (RIA Friendly Broker Dealer)
• Investments
• Insurance
• Institutional & Retail
Investments
• Retirement Plans
Investment Banking
• Syndicate
• Equity Round
• Private Equity
• Private Credit
• Corporate Finance
• Capital Markets
• Peer-to-Peer
• Secondary Market
6	|	P a g e 	
	
-
2,000,000
4,000,000
2014 2015
Fee-Based Revenues
Continued Diversification and Increasing Fee-Based Offerings
We are adding more fee-based, proprietary services and
products to our platform, which provides our customers with
deeper resources and our advisors and registered reps with
greater to expand their business.
We increased our fee-based business in 2015 by 41% over the
previous year.
Acquisitions
We are targeting accretive acquisitions of small and mid-sized IBDs and registered investment advisors
that have been unable to improve their operating cost structures and as a result, are experiencing
difficulties sustaining their business. The buy vs. build comparison is straightforward. While cost of an
acquisition is higher at the outset, the execution risk is mitigated compared to that in hiring individual
advisors over time. We are buying an existing team with a replicable revenue stream and an in-place profit
margin.
Hypothetical Transaction Scenario
Typical Case IAA Case
Target Firm Revenues $ 8,000,000 $ 8,000,000
Target Firm Gross Profit $ 800,000 $ 800,000
Target Firm GM (%) 10% 10%
Operating Expense Requirements (%) 40% 10%
Operating Expense Requirements ($) $ 320,000 $ 80,000
Target Accretive Revenue Contribution $ 480,000 $ 720,000
Target Accretive Revenue Contribution (% of Revenues) 6% 9%
Through continued focus on developing the IAA Access Fintech platform, we will benefit from economies
of efficiency and scale enabled by streamlining and standardizing back-end office functions and related
business services, as well as unlocking access to more products to our sales force.
By executing our strategy and taking advantage of the leverage in our model, we expect to increase the
pro forma profitability of our acquisitions by approximately 50% without factoring in additional fee-based
services and incremental revenues that we expect to generate selling core services and products to newly
acquired firms.
Recruitment
We have steadily grown our reps at a 22% CAGR since 2007. We intend to be the firm of choice for
entrepreneurial financial advisors, RIAs and independent broker dealers seeking to more efficiently scale
their business. Leveraging IAA Shared Services and our technology-driven infrastructure, we offer the
scale of larger firms without the unmitigated complexity and associated high-overhead costs.
7	|	P a g e 	
	
	
Member	Firms
3,957
2015
643,322
Registered	Reps
262,655	
Branch	Offices
Source:	FINRA
We believe the relative instability in the market is creating an environment favorable to attracting advisors
that are being challenged to growth their business because their present firms have done little to
differentiate.
Market
Pre-tax net income (profits) for all broker-dealers doing public business in the U.S. rose by 2.6 percent to
$27.0 billion in 2014 from $26.3 billion in 2013. Total revenues were $275.0 billion in 2014, up 4.0 percent
compared to the previous year, while total expenses rose by 4.1 percent to $247.9 billion.
1
Revenue from investment banking services – mergers & acquisitions, equity and debt capital markets, and
loans – decreased for the first time in five years,
down 1.6 percent, following an 18.7 percent rise
in 2013.
2
Since the financial crisis, the independent
broker dealer sector has been a hotbed for
consolidation. The number of firms registered
with the Financial Industry Regulatory Authority
(FINRA) has declined to 3,957 from 4,578 in
2010 due in large part to shrinking margins and increased compliance costs.
Independent Broker Dealers
Independent broker-dealers are facing a number of regulatory changes over the next 12-24 months which
are expected to dramatically increase business costs, in addition to costs of updating technology.
Volatility is another factor making it harder for firms to predict revenue. The result is that there are an
increasing number of broker-dealers on the market, creating downward pressure, which is good for
buyers.
Financial Advisors
The recruitment market is heating up. IBDs are expected to see an increase from potential recruits at the
large wirehouses, many of which are seeing retention packaged signed during the financial crisis run their
course, creating potential to move. Other advisers are reportedly growing weary of constant pressure to
cross-sell products such as credit cards and mortgages managed by the bank. IBDs represent an attractive
alternative for advisors that want more freedom to manage their business as they see fit.
																																																													
1
	2015	Fact	Book.	Securities Industry and Financial Markets Association.
2
	Ibid.
8	|	P a g e 	
	
Financial Overview
2014 & 2015 Profit & Loss
(unaudited)
	 	 	 	 	
2014	 2015	
Revenues	
	 	 	 	
	
Total	Commission	Revenues	
	
								9,312,752		 								10,743,629		
	
Total	Fee-Based	Revenues	
	
								5,099,166		 										9,515,379		
	
Total	Non-Commission/Fee	Revenues	
	
											489,986		 														594,647		
	
IAIM	Interest	Income	
	
																								1		 																										0		
	
IAIM	Market	Data	Services	
	
																							-				 														102,713		
	
IAIM	Money	Management	Fees	
	
								1,583,469		 										2,127,238		
Total	Revenues	
	
						16,485,374		 								23,083,607		
Cost	of	Goods	Sold	
	 	 	
	
Total	Commissions	Retail	
	
								7,306,317		 										8,982,862		
	
Consulting	Fee	
	
																							-				 																		9,000		
	
NASD	Fees	
	
														61,332		 														132,879		
	
NFS	C&E	Fees	
	
											477,155		 														480,123		
	
NFS	Clearing	Fees	
	
														72,092		 														125,549		
	
Regulatory	&	License	Fees	
	
														68,065		 																80,381		
	
IAIM	Commission	Expense	
	
								1,141,808		 										1,603,525		
	
IAIM	Envestnet	Platform	
	
														38,947		 																73,744		
	
IAIM	NASD	Fees	
	
																3,200		 																		7,270		
	
State	Registration	Fees	
	
														18,644		 																		9,870		
	
Other		
	 	
																						92		 																								90		
Total	COGs	
	 	
								9,187,651		 								11,505,293		
Gross	Profit	
	 	
								7,297,722		 								11,578,314		
Gross	Profit	%		
	
44.3%	 50.2%	
Operating	Expenses		
	 	 	
	
Total	General		
	
								4,330,110		 										8,315,832		
	
Total	Finance	&	Admin	
	
								3,137,952		 										2,770,152		
	
Total	Sales	&	Marketing	
	
											100,441		 														146,173		
	
Depreciation		
	
														22,354		 																11,715		
Total	Operating	Expenses	
	
								7,590,857		 								11,243,872		
	 	 	 	 	 	 	Net	Ordinary	Income	
	
										(293,134)	 														334,442		
Net	Ordinary	Income	%		
	 	
1.4%	
Reflecting the shift in our business strategy, Fee-Based Revenues increased by $4.4 million, or 86.6% on a
year-over-year basis. Total revenues increased by $6.5 million, or 40%.
9	|	P a g e 	
	
Pro Forma Financial Projections3
		 2015	 2016	 2017	 2018	 2019	 2020	
Revenue	 	$											23,083,607		 	$			28,046,783		 	$			49,830,739		 	$						75,698,851		 	$						104,722,744		 	$						134,596,985		
Expense		 														22,749,165		 						27,039,889		 						44,380,126		 									65,530,428		 											88,743,862		 									112,642,202		
Expense	%		 98.6%	 96.4%	 89.1%	 86.6%	 84.7%	 83.7%	
EBITDA		 	$																334,442		 	$					1,040,111		 	$					5,509,629		 	$						10,258,075		 	$								16,102,908		 	$								22,114,190		
EBITDA	%		 1.4%	 3.7%	 11.1%	 13.6%	 15.4%	 16.4%	
Net	Income		 	$																334,442		 	$					1,006,894		 	$					5,450,614		 	$						10,168,423		 	$								15,978,882		 	$								21,954,783		
Net	Income	%		 1.4%	 3.6%	 10.9%	 13.4%	 15.3%	 16.3%	
The forecast is designed to show the impact on our financial performance based on our IBD and financial
advisor acquisition strategy.
Key Assumptions include:
1099	Recruits		
	Avg.	Production	/	FA	 	$																250,000		
Avg.	AUM	/	FA	 	$											25,000,000		
Avg.	Hired	/	Mo	 2	
Payout		 90%	
Yr.	1	AUM	on	TAMP		 10%	
Yr.	2	AUM	on	TAMP		 15%	
Yr.3	AUM	on	TAMP		 15%	
Admin	Fee	on	TAMP	AUM	Yr.	1	 0.10%	
Admin	Fee	on	TAM		AUM	Yr.	2-3	 0.10%	
Recruiting	Fees	 15%	
Valuation Implications
		 2015	 2016	 2017	 2018	 2019	 2020	
Implied	Valuation	-	P/S	 																9,146,264		 	$			12,807,035		 	$			15,560,659		 	$						27,646,634		 	$								41,998,542		 	$								58,101,312		
Implied	Valuation	-	P/E		 NA	 	$					3,351,648		 	$			10,090,713		 	$						54,624,004		 	$						101,904,112		 	$						160,134,348		
Mean	Valuation		
	
	$			14,482,859		 	$			20,606,015		 	$						54,958,636		 	$								92,950,598		 	$						138,168,486		
Implied	Stock	Price	
	
	$														9.99		 	$												12.75		 	$															32.33		 	$																	54.68		 	$																	81.28		
Return	on	Investment		
	 	 	
116%	 265%	 442%	
Shares	Outstanding		 																1,200,000		 								1,450,000		 								1,616,667		 											1,700,000		 													1,700,000		 													1,700,000		
APIC		
	
	$5,000,000.00		 	$5,000,000.00		 	$			5,000,000.00		 	$																							-				 	$																							-				
APIC	Price	per	Share		
	
	$												20.00		 	$												30.00		 	$															60.00		
	 	
																																																													
3
	Pro	forma	forecast	assumes	completion	of	maximum	offering.	Failure	to	complete	offering	or	to	do	so	on	a	timely	
basis	will	materially	adversely	impact	the	forecast	results.		
IBD	Acquisition		
	Avg.	Production	/	IBD	 	$													8,000,000		
Avg.	AUM	/	IBD	 	$									400,000,000		
Avg.	Hired	/	Yr.	-	Assume	Mid	Yr.	 1	
Payout		 90%	
Yr.	1	AUM	on	TAMP		 10%	
Yr.	2	AUM	on	TAMP		 15%	
Yr.	3	AUM	on	TAMP		 15%	
Admin	Fee	on	TAMP	AUM	Yr.	1		 0%	
Admin	Fee	on	TAMP	AUM	Yr.	2-3	 0%	
Acquisition	Cost	-	%	of	Rev	 30%	
Acquisition	Cost		 	$													2,400,000
10	|	P a g e 	
	
Management Team
Ed Cofrancesco - President & CEO. Ed is responsible for the management and direction of Pecunia and its
operating businesses. He is an alumnus of Raymond James, Lehman Brothers, Security Pacific Bank and
Shearson American Express. He has 35 years’ experience in all phases of the securities industry. Ed has
also been a Director, Executive Vice President and COO of International Assets Holding Corporation, a
NASDAQ-listed financial services holding company, where he rebuilt the Equity Trading Department and
implemented the firm’s equity trading and sales strategies. In addition, he developed operations to
support new business lines including: Fixed Income, Asset Management, Precious Metals and Foreign
Exchange divisions. At Raymond James, Ed started the International Trading and Operations Departments.
He was responsible for oversight over International Equity, OTC ADR and Foreign Exchange Trading with
more than 50,000 retail and institutional trades per annum across more than 25 markets and gross
revenues of $20 million. Ed holds Series 4, 7, 24, 55 and 63 licenses and has been a Trustee of a mutual
fund.
David Weinberger – CFO, COO and CTO. Over the course of his career, David has held positions as
President, Chief Operating Officer, Chief Compliance Officer, Municipal Bond Principal and Registered
Options Principal. He has spent most of his 19 years in the industry dealing with compliance, financial,
internal controls and supervisory issues that affect small firms. He has extensive experience in a variety of
products including equities, fixed income, annuities, private placements, IPO’s and structured products.
David currently serves as FINRA District 7 small firm Committee Member and has served as a FINRA
Hearing Panelist. He has a degree in Accounting from Florida Atlantic University and holds Series 4, 7, 24,
27, 53, 55, 63 and 66 licenses.
Sheri M. Cuff – Chief Administrative Officer and Managing Partner. Sheri is responsible for operations and
sales supervision over the firm. She began her career with a large wirehouse firm in Las Colinas, Texas.
After relocating to Orlando in 1988 she joined IAA and served as both Operations and Administrative
Manager before becoming Vice President/Director of Operations in 1998. During that time she acquired
her Financial and Operations Principal License and was named FINOP responsible for the operations
supervision and record keeping. Additionally, she served as Treasurer for an open-end mutual fund that
was launched with more than $50 million in assets and was directly responsible for oversight of the firm
operations on both the trading and retail private client group level. Sheri’s responsibilities as a corporate
office included direct involvement of the administration and compliance of the firm during the time it was
a publicly held company. She holds Series 24, 7, 63 and 27 licenses.
Kevin Carreno – General Counsel and Chief Risk Officer. Kevin joined IAA in 2010. He has more than 25
years’ experience as a lawyer in private practice, in-house counsel with a major brokerage firm and in a
variety of senior management positions. From 2000 through 2005, he was the Chief Executive Officer of
Raymond James Investment Services, an FSA-regulated firm in London. As lawyer in private practice, he
has represented financial services firms and individuals in regulatory proceedings and dispute resolution,
and has served as an adviser and expert witness on legal and regulatory matters. In addition, Kevin has
served as an independent consultant in settled regulatory proceedings with the SEC and FINRA. He is
responsible for the overall management of the firm’s operational risk management and legal functions. He
11	|	P a g e 	
	
also serves as the legal adviser to the Company’s management and affiliated representatives. In the
Summer of 2012, Kevin was elected to the small member’s seat on the Board of Governors of FINRA. He
holds Series 4, 7, 24, 53 and 66 licenses.
Keith Gregg – Chief Strategy Officer. Keith brings nearly three decades of executive leadership and
financial services experience to IAA. Prior to joining IAA, he served as President & CEO of several wealth
management and securities brokerage firms, as well as President and Head of U.S. Distribution of
Aequitas Capital Partners. His extensive experience and success as an entrepreneur, financial advisor,
business operator and c-level executive have provided a track record of success and accomplishments for
GE Capital, Wachovia Securities and Prudential Investments. Keith is the former Chairman of the Wealth
Advisor Institute and a member of several industry associates including SIFMA, FSI, AAIP, Advisor Forum
and Wealth Counsel. In addition, Keith authored “Do Well by Doing Good” – The Complete Guide to
Charitable Remainder Trusts (Precept Press 1996). He holds Series 7, 24, 63 and 65 licenses, and is a
graduate of the Securities Industry Institute at University of Pennsylvania’s Wharton Business School. He
honorably served in the United States Marine Corps and is recipient of the distinguished Presidential
Service Award from President Ronald Reagan while serving aboard Marine One.
Ann K. Moore – National Sales Manager. Ann oversees IAA’s recruiting, hiring committee, transitioning
teams and marketing department. She began her career in 1988 as underwriter for a large insurance
company in Salt Lake City. After relocating to Orland in 2002, she joined eFloorTrade, LLC, a boutique
commodity brokerage firm as an Associated Person specializing in compliance. In 2005, she was
promoted to Chief Compliance Officer. In May, 2008, Ann joined IAA and shortly thereafter became Chief
Compliance Officer. In May 2014, she was promoted to National Sales Manager, where she has
invigorated the firm’s recruiting efforts to attract wire-house, regional RIAs, and fee-only advisors to IAA’s
independent network. Ann is also a member of IAA’s Product Review Committee. She holds Series 3, 7, 24,
30 and 70 licenses. She earned a Bachelor of Science in Microbiology from Brigham Young University.
Nanci Lotvin – Chief Compliance Officer. During the past twenty years, Nanci has served as senior
management for several broker/dealers in the Northeast. Positions included COO, CCO and CFO. She has
extensive industry experience and knowledge, having developed and maintained policies and procedures
based on regulatory requirements, industry best practices, risk assessment reviews, anti-money laundering
programs and established internal controls. Nanci holds Series 7, 9, 10, 27, 55 and 64 licenses, in addition
to a Life, Accident, Health and Variable Life/Variable Annuity License. She is also a Notary Public.
12	|	P a g e 	
	
Disclaimer
This is Not an Offer to Purchase or Sell Securities. This overview is for informational purposes and is not
an offer to sell or a solicitation of an offer to buy any securities in Pecunia Management LLC, and may not
be relied upon in connection with the purchase or sale of any security. Securities of Pecunia Management
LLC, if offered, will only be available to parties who are “accredited investors” (as defined in Rule 501
promulgated pursuant to the Securities Act of 1933, as amended) and who are interested in investing in
Pecunia Management LLC. on their own behalf. Any offering or solicitation will be made only to qualified
prospective investors pursuant to a confidential offering memorandum, and the subscription documents,
all of which should be read in their entirety.
To obtain further information, you must complete our investor questionnaire and meet the suitability
standards required by law.
Cautionary Note Regarding Forward-Looking Statements/Pursuant to the U.S. Private Securities Litigation
Reform Act of 1995
This investment brief contains, and our officers and representatives may from time to time make,
"forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as:
"anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future,"
"likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking
statements include, among others, statements we make regarding launch of products, sales, markets,
marketing strategies, our estimates on future financial performance, revenue growth and earnings,
anticipated levels of capital expenditures and our belief that offering proceeds will provide sufficient
liquidity to fund our business operations over the next 36 months.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead,
they are based only on our current beliefs, expectations and assumptions regarding the future of our
business, future plans and strategies, projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which are
outside of our control. Our actual results and financial condition may differ materially from those
indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-
looking statements. Important factors that could cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements include, among others, the following:
• Macro-economic conditions or economic conditions specifically impacting the capital markets.
• Difficult market conditions, market disruptions and volatility have adversely affected, and may in the future
adversely affect, the Company’s business, results of operations and financial condition.
• Limitations on access to capital by the Company and its subsidiaries could impair is liquidity and its ability to
conduct its business.
13	|	P a g e 	
	
• The Company and its subsidiary’s may become subject to additional regulations which could increase the
costs and burdens of compliance or impose additional restrictions which could have material adverse effect
on the Company’s business.
• The Company is subject to third party litigation risk and regulatory risk which could result in significant
liabilities and reputational harm, which, in turn, could materially adversely affect its business, results of
operations and financial condition.
• The potential for conflicts of interest within the Company, and a failure to appropriately identify and deal
with conflicts of interest could adversely affect our business.
• Employee misconduct could harm the Company by, among other things, impairing the Company’s ability to
attract and retain investors and subjecting the Company to significant legal liability, reputational harm and
the loss of revenue from its own invested capital.
• The Company may be unable to successfully identify, manage and execute future acquisitions, investments
and strategic alliances which could adversely affect our results of operations.
• The Company’s future results will suffer if the Company does not effectively manage its expanded
operations.
• The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 may adversely impact the
Company’s business.
• Heightened cyber-security risks may disrupt our business, result in losses or limit growth.
• The financial results of the Company’s broker-dealer business may fluctuate substantially from period to
period.
• Pricing and other competitive pressures may impair the revenues of the Company’s brokerage business.
• The Company faces strong competition from larger firms.
• The Company’s capital markets and strategic advisory engagements are singular in nature and not generally
provide for subsequent engagements.
• Operational risks relating to the failure of data processing systems and other information systems and
technology or other infrastructure may disrupt the Company’s broker-dealer business, result in losses or limit
our operations and growth in the industry.
• If we lose the services of members of our senior management team, then our financial condition and
operating results could be harmed.
Any forward-looking statement made by us in this investment brief is based only on information currently
available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly
update any forward-looking statement, whether written or oral, that may be made from time to time,
whether as a result of new information, future developments or otherwise.
For More Information, Contact:
Thomas Carter
Capital Services Group, Inc.
Thomas@capservegroup.com
760-845-7545

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IAA - Investment Brief 2016

  • 2. 1 | P a g e OVERVIEW Pecunia Management LLC (the “Company” or “IAA”) is executing an aggressive growth strategy driven by acquisition of sub-scale independent broker dealers (“IBDs”) and registered investment advisors (“RIAs”) in addition to continued recruitment of top performing advisors. The financial services industry is fragmented. Larger firms continue to deal with the fall-out of the past seven years, looking for ways to cut costs while navigating the every-changing regulatory and compliance rules and regulations. Wall Street is taking on a new shape, and there is a tremendous opportunity for smaller, more nimble, client-focused firms to enter the market and thrive. IAA has grown its hybrid broker dealer RIA business from 20 reps in 2007 to 119 reps in 2015, and revenues from $3 million to $23 million over the same period. In addition, assets under management have increased by 250% since 2009 to more than $1 billion. Operating in 17 states with 33 independent locations, we are a full-service financial services and Fintech firm with three operating segments: International Asses Advisory (IAA), a brokerage firm, International Assets Investment Management, a registered investment advisor, and IAA Shared Services, a business services platform. Over the past several years we have continued to shift from a retail focus to greater diversification and fee-based business, resulting in higher quality of revenue. We intend to continue to this emphasis and accelerate our growth through acquisition, while attracting more reps to our diversified services and product platform.
  • 3. 2 | P a g e International Assets Advisory International Assets Advisory LLC - Full service securities brokerage firm Clears through National Financial Services (NFS), division of Fidelity; $19 million+ in annual commissions and other revenue; $800M+ AUM; institutional and retail business; capital markets and investment banking ($1.2 billion raised through capital markets and 20 transactions; insurance and trust services. International Assets Management International Assets Management LLC - SEC registered investment advisor Customer at NFS, $190M AUM; $1.9 million in fee revenues; multi-custodian (Schwab, Fidelity and TD Ameritrade); IAA “Access” – TAMP capable of creating Harvard and Yale endowment models; institutional consulting platform for pensions; endowments and foundations. IAA Shared Services IAA Shared Services LLC – Business services and support Human resources, information technology, payroll, compliance, etc. IAA Access IAA Access – Technology services platform Offers full-service broker dealer, corporate RIA, asset management, TAMP, institutional quality alternative investments, business services and support OUR BUSINESS 0 50 100 150 2007 2009 2011 2013 2015 Reps and Advisors $- $10,000,000 $20,000,000 $30,000,000 2007 2008 2009 2010 2011 2012 2013 2014 2015 Revenues $- $500,000,000 $1,000,000,000 $1,500,000,000 2009 2011 2013 2015 Assets Under Management 99% 65% 1% 10% 2007 2015 Revenue Mix Retail-Based Fee-Based Key Operating Metrics
  • 4. 3 | P a g e INVESTMENT We are raising a minimum of $5 million and up to $7.5 million through a combined debt/equity offering of our securities, which will be used to target and close on acquisition candidates, marketing and recruitment efforts and for general working capital required to scale the business. Shareholders Current Out % Post-Offering Out % Total Current Shareholders 1,000,000 100% 1,000,000 83% New Shareholders - 0% 200,000 17% 1,000,000 1 1,200,000 100% Key Data Shares Out (current) 1,000,000 Offering - Equity $ 3,000,000 Offering Price/Share $ 15.00 Shares Offered 200,000 Post Offering Shares Out 1,200,000 Post Offering Valuation $ 18,000,000 Offering - Debt $ 4,500,000 Notes Offered 45.00 Annual Interest (simple) 10% MARKET DYNAMICS & CHALLENGES For Reps Wirehouse Model is flawed For IBDs Challenges of their own Rising Costs Back Office Technology Regulations Less Flexibility House Product Payouts Client Limitations Conflicts of Interest Key Takeaways Key Trends Firms considering sale, merger or consolidation opportunities Strategic Acquirers Private Equity Firms Integrators Reps are leaving wirehouses to IBDs and RIAs Industry Consolidation IAA has unique opportunity
  • 5. 4 | P a g e Sub-scale independent broker dealers (“IBDs”) are characterized by aging owners, increased regulatory and technology costs and fierce competition from more established, better capitalized firms. There are hundreds of IBDs throughout North America contemplating whether to close shop, sell or merge or continue to face margin pressure and prolonging the termination point of their business. Source: (a) The Cerulli Report: The State of U.S. Retail and Institutional Management 2014’ (b) The Cerulli Report: U.S. Retirement Markets 2014: Sizing Opportunities in Private and Public Retirement Plans. We believe this environment represents a tremendous opportunity, and we are planning to expand our business, building greater economies of scale by focusing on four key areas: 1. Evolve to FINTECH-driven business model 2. Diversification 3. Acquisition 4. Recruitment We are creating a cost operating structure through IAA Shared Services that can be leveraged across our businesses that will allow us to better manage costs and pursue a balanced growth plan. Professionally Managed Assets(a) Retirement Assets(b) Key Takeaways Demand for Independent Financial Advice Growth in Investable Assets IAA has unique opportunity $22 $26 $37 2003 2008 2013 Trillions ($) $15 $22 $29 2009 2014E 2019E Trillions ($) Advisor Migration to Independence
  • 6. 5 | P a g e Tech Adoption – Fintech We are leveraging our existing business and shared services through a fully-integrated technology platform (“IAA Access”) which will enable us to more seamlessly integrate new products and services to our business and streamline the workflow for our reps. This transition to a Fintech platform is a powerful tool for attracting high-quality financial advisors and registered investment advisors seeking to scale their business more efficiently and cost- effectively. Turnkey Asset Management Platform • Investment Search & Selection • Research & Due Diligence • Reporting & Monitoring • Model Portfolios HNW Access Lead Generation • HNW Clients • Family Offices • Corporate Executives • Wealthy Donors • Accredited Investors Alternative Investments • Private Equity • Private Credit • Hedge Funds • Real Estate • Oil & Gas • Reg. D 506(c) Offering Platforms Business Services • Custody • Compliance • Legal • Human Resources • Information Technology • Payroll • Marketing • Taxes • Business Intelligence • Back Office Support • Valuations • Web Services IAA (RIA Friendly Broker Dealer) • Investments • Insurance • Institutional & Retail Investments • Retirement Plans Investment Banking • Syndicate • Equity Round • Private Equity • Private Credit • Corporate Finance • Capital Markets • Peer-to-Peer • Secondary Market
  • 7. 6 | P a g e - 2,000,000 4,000,000 2014 2015 Fee-Based Revenues Continued Diversification and Increasing Fee-Based Offerings We are adding more fee-based, proprietary services and products to our platform, which provides our customers with deeper resources and our advisors and registered reps with greater to expand their business. We increased our fee-based business in 2015 by 41% over the previous year. Acquisitions We are targeting accretive acquisitions of small and mid-sized IBDs and registered investment advisors that have been unable to improve their operating cost structures and as a result, are experiencing difficulties sustaining their business. The buy vs. build comparison is straightforward. While cost of an acquisition is higher at the outset, the execution risk is mitigated compared to that in hiring individual advisors over time. We are buying an existing team with a replicable revenue stream and an in-place profit margin. Hypothetical Transaction Scenario Typical Case IAA Case Target Firm Revenues $ 8,000,000 $ 8,000,000 Target Firm Gross Profit $ 800,000 $ 800,000 Target Firm GM (%) 10% 10% Operating Expense Requirements (%) 40% 10% Operating Expense Requirements ($) $ 320,000 $ 80,000 Target Accretive Revenue Contribution $ 480,000 $ 720,000 Target Accretive Revenue Contribution (% of Revenues) 6% 9% Through continued focus on developing the IAA Access Fintech platform, we will benefit from economies of efficiency and scale enabled by streamlining and standardizing back-end office functions and related business services, as well as unlocking access to more products to our sales force. By executing our strategy and taking advantage of the leverage in our model, we expect to increase the pro forma profitability of our acquisitions by approximately 50% without factoring in additional fee-based services and incremental revenues that we expect to generate selling core services and products to newly acquired firms. Recruitment We have steadily grown our reps at a 22% CAGR since 2007. We intend to be the firm of choice for entrepreneurial financial advisors, RIAs and independent broker dealers seeking to more efficiently scale their business. Leveraging IAA Shared Services and our technology-driven infrastructure, we offer the scale of larger firms without the unmitigated complexity and associated high-overhead costs.
  • 8. 7 | P a g e Member Firms 3,957 2015 643,322 Registered Reps 262,655 Branch Offices Source: FINRA We believe the relative instability in the market is creating an environment favorable to attracting advisors that are being challenged to growth their business because their present firms have done little to differentiate. Market Pre-tax net income (profits) for all broker-dealers doing public business in the U.S. rose by 2.6 percent to $27.0 billion in 2014 from $26.3 billion in 2013. Total revenues were $275.0 billion in 2014, up 4.0 percent compared to the previous year, while total expenses rose by 4.1 percent to $247.9 billion. 1 Revenue from investment banking services – mergers & acquisitions, equity and debt capital markets, and loans – decreased for the first time in five years, down 1.6 percent, following an 18.7 percent rise in 2013. 2 Since the financial crisis, the independent broker dealer sector has been a hotbed for consolidation. The number of firms registered with the Financial Industry Regulatory Authority (FINRA) has declined to 3,957 from 4,578 in 2010 due in large part to shrinking margins and increased compliance costs. Independent Broker Dealers Independent broker-dealers are facing a number of regulatory changes over the next 12-24 months which are expected to dramatically increase business costs, in addition to costs of updating technology. Volatility is another factor making it harder for firms to predict revenue. The result is that there are an increasing number of broker-dealers on the market, creating downward pressure, which is good for buyers. Financial Advisors The recruitment market is heating up. IBDs are expected to see an increase from potential recruits at the large wirehouses, many of which are seeing retention packaged signed during the financial crisis run their course, creating potential to move. Other advisers are reportedly growing weary of constant pressure to cross-sell products such as credit cards and mortgages managed by the bank. IBDs represent an attractive alternative for advisors that want more freedom to manage their business as they see fit. 1 2015 Fact Book. Securities Industry and Financial Markets Association. 2 Ibid.
  • 9. 8 | P a g e Financial Overview 2014 & 2015 Profit & Loss (unaudited) 2014 2015 Revenues Total Commission Revenues 9,312,752 10,743,629 Total Fee-Based Revenues 5,099,166 9,515,379 Total Non-Commission/Fee Revenues 489,986 594,647 IAIM Interest Income 1 0 IAIM Market Data Services - 102,713 IAIM Money Management Fees 1,583,469 2,127,238 Total Revenues 16,485,374 23,083,607 Cost of Goods Sold Total Commissions Retail 7,306,317 8,982,862 Consulting Fee - 9,000 NASD Fees 61,332 132,879 NFS C&E Fees 477,155 480,123 NFS Clearing Fees 72,092 125,549 Regulatory & License Fees 68,065 80,381 IAIM Commission Expense 1,141,808 1,603,525 IAIM Envestnet Platform 38,947 73,744 IAIM NASD Fees 3,200 7,270 State Registration Fees 18,644 9,870 Other 92 90 Total COGs 9,187,651 11,505,293 Gross Profit 7,297,722 11,578,314 Gross Profit % 44.3% 50.2% Operating Expenses Total General 4,330,110 8,315,832 Total Finance & Admin 3,137,952 2,770,152 Total Sales & Marketing 100,441 146,173 Depreciation 22,354 11,715 Total Operating Expenses 7,590,857 11,243,872 Net Ordinary Income (293,134) 334,442 Net Ordinary Income % 1.4% Reflecting the shift in our business strategy, Fee-Based Revenues increased by $4.4 million, or 86.6% on a year-over-year basis. Total revenues increased by $6.5 million, or 40%.
  • 10. 9 | P a g e Pro Forma Financial Projections3 2015 2016 2017 2018 2019 2020 Revenue $ 23,083,607 $ 28,046,783 $ 49,830,739 $ 75,698,851 $ 104,722,744 $ 134,596,985 Expense 22,749,165 27,039,889 44,380,126 65,530,428 88,743,862 112,642,202 Expense % 98.6% 96.4% 89.1% 86.6% 84.7% 83.7% EBITDA $ 334,442 $ 1,040,111 $ 5,509,629 $ 10,258,075 $ 16,102,908 $ 22,114,190 EBITDA % 1.4% 3.7% 11.1% 13.6% 15.4% 16.4% Net Income $ 334,442 $ 1,006,894 $ 5,450,614 $ 10,168,423 $ 15,978,882 $ 21,954,783 Net Income % 1.4% 3.6% 10.9% 13.4% 15.3% 16.3% The forecast is designed to show the impact on our financial performance based on our IBD and financial advisor acquisition strategy. Key Assumptions include: 1099 Recruits Avg. Production / FA $ 250,000 Avg. AUM / FA $ 25,000,000 Avg. Hired / Mo 2 Payout 90% Yr. 1 AUM on TAMP 10% Yr. 2 AUM on TAMP 15% Yr.3 AUM on TAMP 15% Admin Fee on TAMP AUM Yr. 1 0.10% Admin Fee on TAM AUM Yr. 2-3 0.10% Recruiting Fees 15% Valuation Implications 2015 2016 2017 2018 2019 2020 Implied Valuation - P/S 9,146,264 $ 12,807,035 $ 15,560,659 $ 27,646,634 $ 41,998,542 $ 58,101,312 Implied Valuation - P/E NA $ 3,351,648 $ 10,090,713 $ 54,624,004 $ 101,904,112 $ 160,134,348 Mean Valuation $ 14,482,859 $ 20,606,015 $ 54,958,636 $ 92,950,598 $ 138,168,486 Implied Stock Price $ 9.99 $ 12.75 $ 32.33 $ 54.68 $ 81.28 Return on Investment 116% 265% 442% Shares Outstanding 1,200,000 1,450,000 1,616,667 1,700,000 1,700,000 1,700,000 APIC $5,000,000.00 $5,000,000.00 $ 5,000,000.00 $ - $ - APIC Price per Share $ 20.00 $ 30.00 $ 60.00 3 Pro forma forecast assumes completion of maximum offering. Failure to complete offering or to do so on a timely basis will materially adversely impact the forecast results. IBD Acquisition Avg. Production / IBD $ 8,000,000 Avg. AUM / IBD $ 400,000,000 Avg. Hired / Yr. - Assume Mid Yr. 1 Payout 90% Yr. 1 AUM on TAMP 10% Yr. 2 AUM on TAMP 15% Yr. 3 AUM on TAMP 15% Admin Fee on TAMP AUM Yr. 1 0% Admin Fee on TAMP AUM Yr. 2-3 0% Acquisition Cost - % of Rev 30% Acquisition Cost $ 2,400,000
  • 11. 10 | P a g e Management Team Ed Cofrancesco - President & CEO. Ed is responsible for the management and direction of Pecunia and its operating businesses. He is an alumnus of Raymond James, Lehman Brothers, Security Pacific Bank and Shearson American Express. He has 35 years’ experience in all phases of the securities industry. Ed has also been a Director, Executive Vice President and COO of International Assets Holding Corporation, a NASDAQ-listed financial services holding company, where he rebuilt the Equity Trading Department and implemented the firm’s equity trading and sales strategies. In addition, he developed operations to support new business lines including: Fixed Income, Asset Management, Precious Metals and Foreign Exchange divisions. At Raymond James, Ed started the International Trading and Operations Departments. He was responsible for oversight over International Equity, OTC ADR and Foreign Exchange Trading with more than 50,000 retail and institutional trades per annum across more than 25 markets and gross revenues of $20 million. Ed holds Series 4, 7, 24, 55 and 63 licenses and has been a Trustee of a mutual fund. David Weinberger – CFO, COO and CTO. Over the course of his career, David has held positions as President, Chief Operating Officer, Chief Compliance Officer, Municipal Bond Principal and Registered Options Principal. He has spent most of his 19 years in the industry dealing with compliance, financial, internal controls and supervisory issues that affect small firms. He has extensive experience in a variety of products including equities, fixed income, annuities, private placements, IPO’s and structured products. David currently serves as FINRA District 7 small firm Committee Member and has served as a FINRA Hearing Panelist. He has a degree in Accounting from Florida Atlantic University and holds Series 4, 7, 24, 27, 53, 55, 63 and 66 licenses. Sheri M. Cuff – Chief Administrative Officer and Managing Partner. Sheri is responsible for operations and sales supervision over the firm. She began her career with a large wirehouse firm in Las Colinas, Texas. After relocating to Orlando in 1988 she joined IAA and served as both Operations and Administrative Manager before becoming Vice President/Director of Operations in 1998. During that time she acquired her Financial and Operations Principal License and was named FINOP responsible for the operations supervision and record keeping. Additionally, she served as Treasurer for an open-end mutual fund that was launched with more than $50 million in assets and was directly responsible for oversight of the firm operations on both the trading and retail private client group level. Sheri’s responsibilities as a corporate office included direct involvement of the administration and compliance of the firm during the time it was a publicly held company. She holds Series 24, 7, 63 and 27 licenses. Kevin Carreno – General Counsel and Chief Risk Officer. Kevin joined IAA in 2010. He has more than 25 years’ experience as a lawyer in private practice, in-house counsel with a major brokerage firm and in a variety of senior management positions. From 2000 through 2005, he was the Chief Executive Officer of Raymond James Investment Services, an FSA-regulated firm in London. As lawyer in private practice, he has represented financial services firms and individuals in regulatory proceedings and dispute resolution, and has served as an adviser and expert witness on legal and regulatory matters. In addition, Kevin has served as an independent consultant in settled regulatory proceedings with the SEC and FINRA. He is responsible for the overall management of the firm’s operational risk management and legal functions. He
  • 12. 11 | P a g e also serves as the legal adviser to the Company’s management and affiliated representatives. In the Summer of 2012, Kevin was elected to the small member’s seat on the Board of Governors of FINRA. He holds Series 4, 7, 24, 53 and 66 licenses. Keith Gregg – Chief Strategy Officer. Keith brings nearly three decades of executive leadership and financial services experience to IAA. Prior to joining IAA, he served as President & CEO of several wealth management and securities brokerage firms, as well as President and Head of U.S. Distribution of Aequitas Capital Partners. His extensive experience and success as an entrepreneur, financial advisor, business operator and c-level executive have provided a track record of success and accomplishments for GE Capital, Wachovia Securities and Prudential Investments. Keith is the former Chairman of the Wealth Advisor Institute and a member of several industry associates including SIFMA, FSI, AAIP, Advisor Forum and Wealth Counsel. In addition, Keith authored “Do Well by Doing Good” – The Complete Guide to Charitable Remainder Trusts (Precept Press 1996). He holds Series 7, 24, 63 and 65 licenses, and is a graduate of the Securities Industry Institute at University of Pennsylvania’s Wharton Business School. He honorably served in the United States Marine Corps and is recipient of the distinguished Presidential Service Award from President Ronald Reagan while serving aboard Marine One. Ann K. Moore – National Sales Manager. Ann oversees IAA’s recruiting, hiring committee, transitioning teams and marketing department. She began her career in 1988 as underwriter for a large insurance company in Salt Lake City. After relocating to Orland in 2002, she joined eFloorTrade, LLC, a boutique commodity brokerage firm as an Associated Person specializing in compliance. In 2005, she was promoted to Chief Compliance Officer. In May, 2008, Ann joined IAA and shortly thereafter became Chief Compliance Officer. In May 2014, she was promoted to National Sales Manager, where she has invigorated the firm’s recruiting efforts to attract wire-house, regional RIAs, and fee-only advisors to IAA’s independent network. Ann is also a member of IAA’s Product Review Committee. She holds Series 3, 7, 24, 30 and 70 licenses. She earned a Bachelor of Science in Microbiology from Brigham Young University. Nanci Lotvin – Chief Compliance Officer. During the past twenty years, Nanci has served as senior management for several broker/dealers in the Northeast. Positions included COO, CCO and CFO. She has extensive industry experience and knowledge, having developed and maintained policies and procedures based on regulatory requirements, industry best practices, risk assessment reviews, anti-money laundering programs and established internal controls. Nanci holds Series 7, 9, 10, 27, 55 and 64 licenses, in addition to a Life, Accident, Health and Variable Life/Variable Annuity License. She is also a Notary Public.
  • 13. 12 | P a g e Disclaimer This is Not an Offer to Purchase or Sell Securities. This overview is for informational purposes and is not an offer to sell or a solicitation of an offer to buy any securities in Pecunia Management LLC, and may not be relied upon in connection with the purchase or sale of any security. Securities of Pecunia Management LLC, if offered, will only be available to parties who are “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act of 1933, as amended) and who are interested in investing in Pecunia Management LLC. on their own behalf. Any offering or solicitation will be made only to qualified prospective investors pursuant to a confidential offering memorandum, and the subscription documents, all of which should be read in their entirety. To obtain further information, you must complete our investor questionnaire and meet the suitability standards required by law. Cautionary Note Regarding Forward-Looking Statements/Pursuant to the U.S. Private Securities Litigation Reform Act of 1995 This investment brief contains, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding launch of products, sales, markets, marketing strategies, our estimates on future financial performance, revenue growth and earnings, anticipated levels of capital expenditures and our belief that offering proceeds will provide sufficient liquidity to fund our business operations over the next 36 months. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward- looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: • Macro-economic conditions or economic conditions specifically impacting the capital markets. • Difficult market conditions, market disruptions and volatility have adversely affected, and may in the future adversely affect, the Company’s business, results of operations and financial condition. • Limitations on access to capital by the Company and its subsidiaries could impair is liquidity and its ability to conduct its business.
  • 14. 13 | P a g e • The Company and its subsidiary’s may become subject to additional regulations which could increase the costs and burdens of compliance or impose additional restrictions which could have material adverse effect on the Company’s business. • The Company is subject to third party litigation risk and regulatory risk which could result in significant liabilities and reputational harm, which, in turn, could materially adversely affect its business, results of operations and financial condition. • The potential for conflicts of interest within the Company, and a failure to appropriately identify and deal with conflicts of interest could adversely affect our business. • Employee misconduct could harm the Company by, among other things, impairing the Company’s ability to attract and retain investors and subjecting the Company to significant legal liability, reputational harm and the loss of revenue from its own invested capital. • The Company may be unable to successfully identify, manage and execute future acquisitions, investments and strategic alliances which could adversely affect our results of operations. • The Company’s future results will suffer if the Company does not effectively manage its expanded operations. • The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 may adversely impact the Company’s business. • Heightened cyber-security risks may disrupt our business, result in losses or limit growth. • The financial results of the Company’s broker-dealer business may fluctuate substantially from period to period. • Pricing and other competitive pressures may impair the revenues of the Company’s brokerage business. • The Company faces strong competition from larger firms. • The Company’s capital markets and strategic advisory engagements are singular in nature and not generally provide for subsequent engagements. • Operational risks relating to the failure of data processing systems and other information systems and technology or other infrastructure may disrupt the Company’s broker-dealer business, result in losses or limit our operations and growth in the industry. • If we lose the services of members of our senior management team, then our financial condition and operating results could be harmed. Any forward-looking statement made by us in this investment brief is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. For More Information, Contact: Thomas Carter Capital Services Group, Inc. Thomas@capservegroup.com 760-845-7545