To begin. We have just completed almost 7 years of 2 multi-million dollar court cases against some incredibly rich and incredibly powerful people. We won the original court case(s) by unanimous jury decision. We have also won all appeals and currently hold a mandate in our hand (which means the case is dead and they cannot appeal any more). I will also state that we won against two sets of attorneys that have defended their clients in the Supreme Court. So, if you wish to threaten us with 'legal action' for stating the truth here, or perhaps to try a defamation suit (which we also won), we are not afraid, and our teams of attorneys are standing by to hold you accountable.

Bottom Line: I would avoid dealing with these people. I would be especially wary of giving them any money.

We recorded this phone call. We keep detailed records. I do not work in the lending industry, neither does anyone that works for me. We are not in competition with Primeau Funding and we have never heard of them before today (probably because they did not want people researching them before the meeting). We are not in competition with Legacy Commercial Capital and we heard about them just a few days ago, when we started speaking with their ‘consultant’ Jeff Thornton of T-Time Investments. I am not being paid and/or compensated for this review.

The following is a break-down (more or less in chronological order) of how our ‘funding conference call’ went with Debbie McNutt of Primeau Funding as well as Terrence ‘Coach’ Smith of Legacy Commercial Capital. I have relayed the basic parts of the conversation, but the best/most accurate record is the telephone recording (which was used extensively to create the information below). Please draw your own conclusions from the provided information.

I. How the ‘funding call’ went down (conversation was recorded with notes):

1. I was about 2 minutes early to the conference call and the music was pretty bad while I was waiting. Not ‘elevator music’ but a loud, sometimes disharmonic, fast guitar.

2. Terrence ‘Coach’ Smith, CEO of Legacy Capital, got on the line on time and asked me to introduce myself. He seemed pleasant/professional enough, however, it was incredibly difficult to answer his questions... Why, might you ask? Well, for one thing, when he stopped speaking, the line would ‘click/pause’ (similar to if someone hung up on you), and then that blasting, raking music would start playing. After trying to get through about a minute or so of questions, I finally asked if he had some sort of setting he could change so that music wasn’t blasting at me. He chuckled a bit and said, ‘sure’ and made the music stop. It was a bit difficult to understand his mode of speaking as well. In addition, throughout the entire call, the line would click and beep a number of times, as well as pause/go mute. This implies to me that a number of people were calling in and/or monitoring the conference call without introducing themselves. Very difficult to communicate this way.

3. Debbie jumped on the line, and started talking. Fast and to the point. Basically her first question was she wanted us to state how much money we had already invested. She then proceeded to cut me off before I finished (we had a 9-item list previously provided to them with patents, trademarks, hours worked, as well as tax-supported records, etc.) I started with my work hours as a paid consultant; as stated, she cut me off and said that was unacceptable (she actually laughed at me). When she was done with her ‘explanation’ of why that particular line item was not acceptable, I swallowed my pride, didn’t even argue with her and tried to move on to the next line item. She didn’t want to hear it. I had to actually ask her if I might finish answering her original question. She said OK and I outlined my partners’ involvement to the tune of $217k... of which she merely didn’t care.

4. She then jumped into her next issue and stated that we had to come up with 10% ‘capital injection’ and asked if we were willing to do that.

A. I said that my group had not discussed that, but we could discuss it.

B. She then tried to dismiss me from the call.

5. She then wanted the Net Worth and Liquidity of every member of our Company. I started to say that if all she needed was a verbal, that I could provide that much money if needed, even without my partners. She then stated that she was leaving to take another call! Not kidding.

6. Jeff (the guy that brought Legacy Commercial Capital to us) jumped in and said, when do you want to talk again and she hung up/left the line at 9min and 30 sec into the talk (meaning ‘her’ talking at us).

7. Debbie then RE-JOINED THE CALL approximately 54 seconds later... (not kidding) A call that she had just terminated and said something like ‘Oh, I... um... I guess you are still talking with Terrence?’

8. I then asked Debbie, if we produce this money for you/your group, what do we get in return?

A. She said not a cookie cutter approach. She said what her equity group would look at is Capital Injection, 5 year pro-forma, very aggressive (bleep: Meaning their phone line made beeps/pauses and I don’t know what she said) cash flow, exit strategy, typically bought out by year 5, (bleep, again), an array of everything, so she can’t underwrite it over the phone.

B. She then returned to ‘we just need a verbal statement of net worth then we will look at NOI and EBIT for years 1-5.’ ’ Which again, I had already told her that I, alone, without my partners could come up with that money).

C. She then told me that I was being very adversarial and basically would not want to work with me. I chuckled and said I was going to say the same thing about you; you literally just left in the middle of my answer to your questions to go on another phone call. I said I am a former military commander and a business owner of 16 years ... and she chopped me off again. She then proceeded to speak non-stop until the 15 minute point... WHEN SHE HUNG UP, AGAIN!

D. I remained on the line, trying to piece together a plan with my ‘consultant Jeff’. He was happy I was able to speak with her again, but was ‘upset’ at her rude behavior. I admitted that it already seemed as if Debbie had decided she didn’t want to work with us.

E. At 16minutes, a series of beeps meant that someone had either left or joined the call, but did not speak to us. My guess is that Terrence left the line or someone new joined and listened in without saying anything.

F. At 18 minutes, another beep of a caller joining or leaving: “This is Debbie McNutt with Primeau Funding”... DEBBIE RETURNED TO THE CALL, AGAIN!!!. She then said, “Terrence, we have another call scheduled here.” We do have other calls besides yours (meaning my group, not Terrence/Legacy Capital).

G. Despite the fact that I thought this was Legacy Capital’s conference line, and that I was supposedly in a conference call with the CEO of Legacy Capital (Terrence Smith), I started to protest, realized it was pointless and that something else was clearly going on... I just sucked it up and said, OK. Goodbye.

H. My consultant-Jeff- called me back immediately and wanted to know if I could provide her the net worth statements and tried to explain that she really didn’t mean we needed to give them $1Million dollars up front. He also mentioned that Terrence was basically Debbie’s ‘Boss’... which is also really strange.

I. Now that I knew who some of the players in this ‘show’ were, I immediately started looking up Primeau Funding on the internet... surprise, surprise. Whether legitimate or not, they seem to have taken advantage of a number of people.

9. What a real funding group or entity might do: Spend 5 minutes actually reviewing the 4 pages of information that they made you send them (them requiring us to use their forms/documents, instead of their own is not that abnormal... however, normally they would want to see the rest of our information/documents, if they were interested). If the proposal on the table is getting $10Million, a legitimate funding group would do their research, before speaking with you –

A. Debbie McNutt came to our meeting unprepared. She knew nothing about me or my partners, and seemed to not even care what our project was (very odd for venture/angel capital). Had she done even a cursory Google Search on the CEO or our Chief Science Officer, she would have seen dozens of legitimate sources about us, to include Wikipedia, Linked-In, Numerous Universities, Military Records, Local/State/Federal/International Government Records, White Papers, Court Case/Litigation Records, Business Records, even Trademarks and Patents, etc.

10. Debbie McNutt was rude and had her own agenda to push... neither of which is a no-go for business (not how I do business when trying to form a business relationship... but I digress), however, if She actually listened to ANY of the answers provided, she would have quickly realized that we already passed her ‘capital injection’ test and her ‘required 10%’ test for our net worth (as an individual or a group). She didn’t listen, she spoke over me and interrupted me numerous times, and was very unpleasant to speak with in general. To me, this means that something unspoken was playing out and she just didn’t want to deal with us, despite already being given the information she said she needed to ‘get to the next step’.

11. This is a well-played ploy. In psychological terms, if you continue to tell someone they aren’t good enough or you don’t want them, that person will subconsciously try to prove that they are good enough and that you do want them. Prior to this call, we had already stated we would not pay upfront fees, to the tune of thousands of dollars. When the consultant-Jeff, pushed back and said we need to pay for fees like background checks and stuff. I said, that won’t be a problem. We can pay for each line item, however, part of my company deals with background checks and they cost about $18-$30 (sometimes less if you get a bulk rate deal with a good company). Also, credit checks are similar. I also know that if they wanted to check on the status of our businesses, they could pay for a ‘business in good standing’ certificate from each particular state of organization/incorporation... and that would only be a few hundred dollars maximum... how do I know? I have paid for them before. Thus, she didn’t care about our project, because all she seems to want is those ‘up-front’ thousands, and it seems, they have a second plan for people that can produce large amounts of cash. I am sure that plan will not be good for anybody, except them. Undoubtedly they will use that plan to line their pockets even more. I recommend avoiding these people and protecting yourself before the next time you try to get funding, by having a checklist of your own, for what you are and are not willing to do for them.

II. Checklist for Investor Conversations/Meetings

1. Ask for the name and company name of the people looking to invest in you, BEFORE, accepting a meeting.

2. Up Front Fees: Do not pay them. It is typically not a good idea and you should say no right away

A. To Proceed forward anyways/work through a compromise:

i. Ask for a physical address for their company

ii. Ask for some type of reference. (Perhaps who they have dealt with in the past. A customer or a financing institution that has actually succeeded with a deal)

iii. Ask for an Escrow attorney, that they have used more than once, to vouch for them?

iv. Provide documentation for all of their ‘hard costs’ to determine legitimacy.

v. Provide documentation for all ‘time spent’ working to try and get us funding, like an attorney or consultant would keep track of their hours (I do it...)

vi. Offer to place the capital and/or ‘up-front money’ in a third party escrow account, which can be used to draw funds, when appropriate documentation is provided and/or proven, as opposed to just giving them control of all the money.

vii. If they balk, then walk.

viii. Try to check out a number of ‘scam reporting websites’... don’t just trust the first page or two of Google Searches.

ix. Forbes link to a Venture Capital (VC)/Investor Checklist: https://www.forbes.com/sites/davidteten/2015/02/11/dont-pitch-a-venture-capitalist-without-this-checklist/#6fc322ae5d53

x. Entrepreneur .com article on how to prepare for a VC meeting https://www.entrepreneur.com/article/81964

3. Good luck and Stay Positive (...but be as prepared as practical!)