1. Pointe Capital Advisors
INVESTMENT BANKING
AND
CORPORATE FINANCE ADVISORY

2. INTRODUCTION
Financial advisor to private and public
micro and small cap companies
seeking capital or considering
financial or strategic initiatives.
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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
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4. PRINCIPAL TRANSACTION
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5. AGENT OR ADVISORY
Invision
Technologies
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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.
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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
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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.
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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.
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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.
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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
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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.
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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
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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.
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15. TIMELINE
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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
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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
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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
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