Due Diligence Documents

Go Public Institute provides specialized due diligence services for companies that are preparing to go public through a reverse merger with a public shell.

In connection with the conduct of a due diligence of (Your Company), and an evaluation of various proposed investment banking and financial planning activities by GO PUBLIC INSTITUTE, please provide copies of all of the following documentation which is related to the business of the Company. These documents will be used in a due diligence review of the Company and evaluating certain proposed transactions between Go Public Institute and the Company and the feasibility of the undertaking.

Please print the following list and send all copies to:
Go Public Institute
16807 Southern Oaks Dr.
Houston, Texas 77068

Basic company information: Company name, address, phone, email, website, etc

Choose desired transaction:

Private Placement	Debt Financing	Secondary Offering
Venture Capital	Merger	Acquisition of another business
Initial Public Offering	Investment Banking Advice	Purchase or merger with Public Shell

Include copies of the information below:

• Copy of any business plan, financial plan and any financial projection.
  
  Resumes of all principal officers and directors.
  
  The Articles of Incorporation and Bylaws as presently in effect for the Company and any subsidiaries.
  
  Specimen stock certificates and copies of all constituent instruments defining the rights of holders of long-term debt.
  
  Corporate minutes of all meetings of directors, committees of directors and shareholders, including copies of any written notices if given, and any written consent to action without a meeting, in connection with the organization of the company and for the first two (2) years.
  
  Any plan setting forth the terms and conditions upon which outstanding options, warrants or rights to purchase securities of the Company or any of its affiliates have been or are proposed to be issued, together with specimen copies of such options, warrants or rights; or, if not issued pursuant to such plan, copies of each such option, warrant or right.
  
  Records setting forth all issuances or grants of stock, options and warrants by the company, listing the names of issuees or grantees, the amounts issued or granted, the dates of the issuances or grants, the number of shares presently exercisable and the consideration received or to be received by the company in each case.
  
  All real property and personal property leases.
  
  Partnership or joint venture agreements.
  
  Form of contracts with distributors, sales representatives or sales agents.
  
  Franchise or license agreements.
  
  Good standing certificates all states and foreign countries where qualified to do business, if available, for the company and any subsidiaries.
  
  Permits for conduct of business, including licenses, franchises, concessions and distributorship agreements.
  
  All letters which have been sent to auditors in connection with year-end and current interim audits, including "litigation letters", for the past five years.
  
  Any settlement document for litigation.
  
  Any decrees, orders or judgments of courts or governmental agencies.
  
  Description of any warranty claims which have been made against the company, any subsidiary, or any partnership or joint venture, and the resolution of such claims.
  
  Summary of all OSHA, EPA or other governmental agency inquiries (if any).
  
  Primary and secondary bank references
  
  Accounting Firm or Auditors
  
  Three business references
  
  Three personal references
• Any voting trust, shareholder, repurchase, registration right or similar agreement affecting the rights of shareholders to which the company or any officer, director or 10% shareholder is a party.
  
  All bonus, incentive compensation, profit sharing, pension, retirement or deferred compensation plans, contracts or arrangements.
  
  Agreements for loans and any other agreements (including consulting and employment contracts) with officers, directors, or employees, whether or not now outstanding.
  
  Lists of all current owners of shares, including addresses and numbers of shares owned. This listing of stock certificates should show certificate number and date, name of shareholder, number of shares, date of board approval and permit or consent to transfer, and should trace subsequent stock transfers.
  
  Lists of all options proposed to be granted, if any, including names and addresses of proposed option holders and number of options to be held by each.
  
  All indemnification contracts, insurance policies or other arrangements under which officers or directors may be indemnified against liabilities incurred in such capacity.
  
  Bank agreements and other loan agreements (including amendments, renewal letters, notices and waivers, if any), and all other security agreements, etc.
  
  Material contracts with suppliers or vendors. (Name and Contact information of major suppliers and vendors)
  
  Contracts with major (over 10% of revenues) customers. (Name and Contact information of principal customers)
  
  Samples of marketing and sales literature used for various products.
  
  Copy of any internal or outside studies of the company, or the markets for its products (e.g., by management consultants).
  
  Schedule of all insurance policies in force covering property of the company and any other insurance policies such as "key man" policies or products liability policies.
  
  Employee confidentially agreements.
  
  Copy of auditors’ letters to management regarding internal accounting controls and compliance with Foreign Corrupt Practices Act, for the past five years.
  
  Active litigation files, including letters asserting claims, complaints, answers, etc. and information regarding any material litigation to which the company is a party or in which it may become involved.
  
  Please supply references information as follows: (Firm name, Contact person, address, phone, fax and email)
  
  Corporate Attorneys (Partner /Contact person)
  Security Attorneys (Partner/Contact person)
  
  Current Financial Information
  - Current balance sheet
  - Most recent profit and loss statement
  - Copies of any financial projections (Including all supporting assumptions and analysis)