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Navigate Through Most of the Presentation with Left Mouse ButtonRun Cursor over Logos for Messages and then Click for Custom Navigation Options

Only use the Nav buttons on the side to move a page up or page back, or the center button to go back to the beginning of a section.Underlined text in Light Blue are hyper-links to additional information on the Internet…Use top left windows arrow to return.


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WHAT WE DO

Apply demonstrated Wall Street investment banking and structured finance processes to assist Main Street companies to successfully raise $1 Million up to $1 Billion or more.

Implement creative deal structuring, unique investment banking solutions, and shepherd self-issuers through the capitalization process.

We use proprietary investment banking tools, structures and systems, which provide investors guaranteed returns, no risk of principal, adjustable risk options, flexible exit strategies and highly marketable deal structures - all translating to a successful and timely capitalization of your company or new venture. 

We manage a financial plan that will give your company the highest probability of capital attainment possible. How can we make such a claim?  Because our funding & finance processes and solutions have worked on Wall Street for over 100 years, and we have effectively simplified it for Main Street Companies.


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CORE COMPETENCIES

Produces Pro Forma Yes Yes No No No Financial Projections

Analyzes & Determines Yes Yes Yes No No Company’s Valuation

Establishes Price of Yes No Yes No No Company’s Securities

Structures The Yes NoYes No NoCapitalization Plan

Tailors Offering To Yes NoYes No NoMeet Market Demand

Produces PPM Yes No No YesNo Compliant With Regs.

Manages Admin. Yes No No Yes No Compliance

Manages Capital Yes No No No YesRaising Process

* Venture Funding Advisors, LLC does not practice law, but it will assist its clients in managing the legal process with the clients’ legal counsel, through direct referral or otherwise. Securities OfferingDocuments are prepared for legal counsel review.

** Venture Funding Advisors, LLC does not directly solicit or sell securities for its clients, but it will assist its clients in developing, implementing and managing the capital raising process by placing investment banking professionals in the client firm to be bona fide employees – creating a highly functional and successful finance department to sell securities in compliance with SEC laws.


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And by the way…98% of the “MoneyFinders” are nomore than con artists* & will notraise 1 dime for you

3rd PartyMoney Finder orNon-B/D

Call Us for MultipleFunding Options

All 3rd-PartyBrokers or MoneyFinders, if notLicensed BrokerDealers (B/D) areillegal & could costIssuer substancialSEC Penalties

1% Chance tofind B/D forPrivate Placement

If in the Lucky 1%the cost will be$100K upfront, 10%of capital raisedand 10% of your Common Stock

PIPE FundsReverse MergerSpin-OffMezzLow Cost IPOListing Off-ShoreOther Options

An SEC CompliantTurn-Key Systemfor Self-IssuingYour Securities& ProvidesGuaranteedIns. Contractfor Investors

VFA Self-FundingCapitalization Self-Issuer

Only Other Alternatives: 1) Deal is bankable & you have collateral, or 2) Give potential Investors a BusinessPlan with NO DEAL TERMS & they come back with a Term-Sheet. You will likely lose control.

CAPITALIZATION ALTERNATIVES

Start-UpEarly-StageSmall Co w/ Loss

ProfitableOperating CoCan’t Afford InitialCost of B/D or IPO

ProfitableOperating CoCan Afford B/D or IPO Costs

Low-CostAlternative

Only ViableOption

* Or really can’t or won’t do what they say they will do


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UNIQUE & PROPRITARY SOLUTIONS


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In Today's economy and uncertain investment market,

Investors want Guaranteed Returns, No Risk of

Principal, and liquidity in their Investment. Our turn-key

system of self-issuer private placement, convertible to

an OTCBB IPO, with a AA-rated insured principal

guarantee, is the very best alternative to effectively

raising capital today...period! We provide marketable deal structures that attract investors (Adjustable Private Placement Offering™), and an SEC compliant and proven capital raising system that enables an issuer to SUCCESSFULLY RAISE CAPITAL! Included in our Self-Funded Capitalization System™ are the 12 essentials that every self-issuer needs to properly, effectively and successfully execute a capital raise, including a bridge capital seed offering to fund the funding process.


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Included Are 12 Essentials Every Self-Issuer Needs To Properly, Effectively & Successfully Raise Capital

1. Draft your Seed Capital Bridge Notes, claiming the Accredited

Investor Exemption 4(6), a little known & seldom used "secret,"

Which enables an issuer to raise a small amount of initial capital

quickly, inexpensively and in compliance with federal and state securities regulations - this provides you the seed capital required to fund the Self-Funding Capitalization process;

2. Draft your Private Placement Memorandum under a Reg D 506 Blue Sky Exemption with a patent pending & proprietary hybrid deal structure which is investor-friendly and highly marketable.  Our Adjustable Private Placement Offering™ provides investors the flexibility of adjusting from Debt to Equity and full principal protection, changeable to more Equity and partial protection or full Equity and no protection – all in whatever incremental adjustments are desired by the investor – the investor controls the amount of risk in their investment!;


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Included Are 12 Essentials Every Self-Issuer Needs To Properly, Effectively & Successfully Raise Capital

3. Our PPM's include our exclusive and proprietary

PrincipalProtector™Trust structured collateral option for

investors which provides for a 100% Guaranteed Insurance

Contract (GIC) on their principal - Only available through VFA;

4. We draft a compliant and professional Cover Letter and one page Executive Summary which will be sent to qualified and screened Accredited Investors;

5. Initiate monthly direct mailings to targeted, high net worth Accredited Investors.  The number of mailings increases month to month as investor funds allow for larger and larger mail-outs, until the desired amount of capital is raised;

6. Develop an Investors Section of six pages into your website which investors may affirm their accredited status and then gain access to your PPM and supporting documents - (this is a critical component to make sure it is done correctly and in SEC compliance);


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Included Are 12 Essentials Every Self-Issuer Needs To Properly, Effectively & Successfully Raise Capital

7. Post your opportunity on appropriate Accredited Investor

electronic bulletin boards - manage and update the postings;

8. Provide training, tools and scripts to close qualified and interested investors You only talk with investors who have reviewed your PPM and have an interest in your opportunity.  We can also assist you in setting up a Finance Department within your company and in hiring a VP of Finance

9. Provide you up to several hours per month consulting/coaching with an Investment Banker;

10. Assist you in filing all required Federal Form D and any State required forms after the sales of securities - provide you with SEC compliant records keeping forms for recording all activity – help keep you in compliance with SEC rules and regulations


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Included Are 12 Essentials Every Self-Issuer Needs To Properly, Effectively & Successfully Raise Capital

11. We have the ability to seed your company with up to $1M of

advertising credits which goes right onto your  balance sheet,

just prior to your audit, providing both an increase in the worth of

your company and advertising $'s with which to further promote your company. We can provide a FREE video recording of you pitching you own investment opportunity, which we can then also post on the investor section of your website, and;

12. You have access to our password protected Wall St. Capital Club™ - funding resources, venture capital funds, angel groups, capital raising tips and commentary, compliance resources, forms, downloads, and a client support portal.

Please keep in mind VFA DOES NOT RAISE YOUR CAPITAL…You are a Self-Issuer and ONLYLicensed Broker Dealers or Bona-fide Employees of the Issuer can talk to potential Investors – we set you up for the greatest degree of success and “Shepherd” you through the process.


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Only two entities can raise capital for you, those who are licensed by the NASD, such as Broker Dealers, Registered Financial Advisors, etc. or the issuer themselves. Review SEC Regulations concerning  Who is A “Broker” (Section II A); the Issuer's Exemption (Section II[D]5); who qualifies as an Associated Person of an Issuer (Rule 3a4-1 Point 240.3a4-1 4(ii)A,B&C also applies). Are the other firms you may be talking with in compliance?

Why am I required to raise capital through a Private Placement Memorandum?

Important Note: After selecting a hyperlink above, in order to return to this presentation, you must exit the visited website by clicking the arrow in the top left of the website page.


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There are strategies that can help investment professionals invest in new ventures and get results that are more predictable and less volatile. If you were investing in a new venture and had the option of buying one share of stock for ten dollars with principal protection or two shares with no protection of principal, what would you do? Take the protection or the risk? Venture Funding Advisors (VFA), using their proprietary PrincipalProtector™ principal protection strategy, makes that option possible because they provide financial insurance that can guarantee to return an amount equal to 100% of the principal invested in an equity or debt funding.

PrincipalProtector™ utilizes guaranteed insurance products as collateral to enhance debt and equity funding transactions for investment professionals and entrepreneurs. The strategies provide a hedge or principal protection allocation model which afford the investment professionals and lenders with asset allocation tools that return an amount equal to their principal loan or investment in speculative funding arrangements, real estate transactions or business transactions.


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Venture & Investor Agreement

$50K Principal Investment

Invests in Guaranteed Insurance Contracts

$100K Principal Investment Returned

FundsDouble*over 10-Yr fixed date certain. Earn approx. 7.18% IRR

$50K Principal Investment

Investor Recieves a Blended Return with 100% Return of Principal Investment ThroughGuaranteed Insurance Contracts, plus Flexable Options

$XXXK Profits (ROI) Per Deal Terms

New Venture

* Rule of 72 – 72 Divided by the Interest Rate = # Yrs.


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The beneficial interest in the trust can be transferred to accommodate a number of investor

benefits without liquidating the GIC and precipitating unfavorable tax consequences.

The trust flexibility provides for the assignment of beneficial interest, assignment of trustee, change in custodian and early exit strategies.

Virtually no risk to Principal and high yield IRR potential Guaranteed by the Insurance

Contracts.

Eliminates the worst-case investment scenario... full loss of principal with no return or income. Enables investors to have the best of both worlds...safety & potentially significant returns from investment, or if used as a side-fund to protect an investment in spectulative new venture investment.


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For over 8-years, Investors and entrepreneurs have successfully utilized the PPT to fund new ventures, and the program has been featured and recognized in the financial media and promoted by Inc, Fast Company, Entrepreneur and The Wall Street Journal.

► Jed Graham in a December 19, 2001 article in Investor's Business Daily said, "The plan gives ultimate safeguard: money-back guarantee. And now, despite the risk-adverse funding climate, the program, is already helping start-up firms raise cash."

► The program is also appealing to Angel investors, venture capital firms and investment professionals. Bruce Blechman, co-author of Guerrilla Fiancing and founder of The Capital Institute, America's largest financing advisory firm for small business says, "The program is the first I've seen that takes the risk out of risk capital."

► Author of Financing and broker-dealer securities counsel who has prepared over 1,000 Private Placement Memorandums, says, "The program is a solid strategy that helps investors participate in super ventures."


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(Variable-Risk Variable-Return) In the Adjustable Life Insurance concept, one can adjust from Whole to Term or Term to Whole Life in whatever incremental percentage desired, and it also allows for an increase or decrease in the amount of coverage. In a similar way, the Adjustable Private Placement Offering™ provides investors the flexibility of adjusting from Debt (Notes) to Equity (Common or Preferred Stock) and offers full principal protection. The Principal guarantee is also convertible to an increased percentage of Equity, which then would provide partial principal protection, or fully convertible to Equity which forfeits the protection - all in whatever incremental adjustments are desired by the

investor - you control the amount of risk in your

investments - you control the amount and type of

return!


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Using hybrid deal structures that include Convertibleoptions and offer our PrincipalProtector Trust, allow theInvestor to be in control of the Risk vs. Reward and provides for the flexibility of changing their Risk/Rewardoutcome per their option within a defined period of time.

DEBT NOTE WITH COUPON

EQUITY COMMON STOCK

FULL PROTECTION

NO PROTECTION

DEBT NOTE WITH COUPON

EQUITY COMMON STOCK

FULL PROTECTION

NO PROTECTION

DEBT NOTE WITH COUPON

EQUITY COMMON STOCK

FULL PROTECTION

NO PROTECTION


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Extended Private Investment in a Public Entity – A Pass-Through Investment Structure for Private Companies. The VFA Pass-Through Investment Structure is an ideal mechanism to fund certain private companies. The Pass-Through Structure suits a company that has noteworthy management or proprietary assets, seeks to raise growth capital without selling a controlling interest, yet is not ready for a public stock market. The Pass-Through Structure simply places a publicly traded company (“Pubco”) in the middle between our investment and the private company and enables us to invest in and to use our global resources to support the private company.


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Cash

Cash

Securities

Securities

Warrants

VFA/GEM

BeneficiaryPrivate Co.

PublicCompany

The Beneficiary private company receives growth capital while staying private and maintaining ownership control. The Beneficiary also benefits by having the Pubco as a strategic partner/investor and by having a multi-billion dollar, multinational fund backing them. The transaction can close very quickly once all parties agree to terms.

The Public Company benefits by (i) making a profit on its investment in the Beneficiary, and (ii) advancing a strategic interest relating to the Beneficiary which is important to the Pubco.

VFA/GEM and their affiliates benefit by putting their capital to work in promising investment opportunities that would otherwise be unavailable to investors restricted to public market transactions.


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The "Interest Only Structured Collateral Loan Program”

is an established system of structured financing that

uses traditional banking mechanisms as its fundamental

components. The result is a stable structure that procures

a 100% monetary instrument collateral for international project

financing. The primary function of the structure is to procure collateral provided from a third party at a "discount", and arrange for it to be paid for by the borrowing company from the loan funds at the time of closing. The result of the structure is that the borrower receives a net amount of capital that it needs to implement its project at a cost lower than a traditional loan.


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PrincipalProtector Trust Managed Fund - Re-Insured Senior Life Settlement Managed Funds Investment. Each Investment is established through our PrincipalProtector™ Trust (PPT), an Irrovocable Trust (Investor as the beneficiary or assigns), providing Full Principal Protection with the Opportunity of Significant Returns, and provides the following benefits:

• Unlike zero-coupon bonds and other financial instruments, Guaranteed Contracts of Insurance ("GIC") offer tax-deferred accumulation and higher yields thereby accelerating the trust's growth.

• The investor’s beneficial interest in the trust is not subject to bankruptcy or creditor claims of other investors.

• The beneficial interest in the trust can be transferred to accommodate a number of investor benefits without liquidating the GIC and precipitating unfavorable tax consequences.

• The trust flexibility provides for the assignment of beneficial interest, assignment of trustee, change in custodian and early exit strategies.

• Virtually no risk to Principal and high yield IRR potential Guaranteed by the Insurance Contracts.

• Eliminates the worst-case investment scenario... full

loss of principal with no return or income. Enables

investors to have the best of both worlds...safety &

potentially significant returns from investment, or if

used as a side-fund to protect an investment in speculative new venture investment.


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IN CONCLUSION

Most of the investment banking we conduct, as a firm, is for our own acquisitions or internal business deals – we do however work with select issuers and provide them Investment Banking Solutions to assist the capitalization of their company/venture. If we select your company, we will engineer an organizational and financial plan that will give your company the highest probability of capital attainment possible. How can we make such a claim? Because our process is simply the Wall Street Funding process, re-engineered for Main Street Companies.

Our process is simply a logical progression of steps that must be taken to ensure that you always maintain a relative position of strength, maintain the vast majority of equity ownership, as well as, voting control. These are the precious elements that most business owners give up too early in the capital raising process.


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IN CONCLUSION

Our VFA professionals and our existing relationships with the investment banking industry provide you with comprehensive capitalization formulas to increase your leverage, achieve your funding goals quicker, and save you a great deal of money in the process. Simply put, we provide you the most comprehensive solution available anywhere, for the capitalization of your company or new venture.

Our fee schedule is designed so that our our client firms and we are equally committed to a successful capital raising effort. Our client firms make progressive payments as we perform certain document production, filing and investment banking functions. Although we cannot take a percentage commission on the sales of securities, our profits from document production and facilitating the capitalization process are dependent upon successful capital raising efforts by our client firms.


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IN CONCLUSION

To initiate our services, a client company must be able to commit a pre-determined amount of capital to the process depending on the services we provide. Certain costs must be paid as deliverables are provided and hard costs incurred for the capital raising process…we do not take the risk on fronting your costs for you. If you are unable or unwilling to cover these costs, we respectifully request that you search for another firm who is willing to work with you on another basis. Notwithstanding, most costs after an initial 90-day period, are self-funding from the capitalization procured.

If you agree with our approach and like our investment banking solutions presented herein, and you have further questions about our services, please communicate with us through the contact information provided on our website, or email us below.


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