STEP 1: BUSINESS STRATEGIC REVIEW

Review the Client’s business viability and suitability for going public and staying public:

• Review financial profile: revenue, growth, margins, cash flow (sources & uses), burn rate, capital expenditures, etc.;
• Assess market dynamics and potential relative to the Client’s product/services platform;
• Analyze infrastructure resources: management, information systems, product/service apparatus, supply inputs, fixed-assets, etc.;
• Background check on officers, directors and shareholders owning 5% or more of the beneficial ownership interest of Client.

STEP 2: ACCOUNTING SYSTEMS

In order to conduct a private offering under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) or registered public offering or registration of the resell of securities sold in the private offering under the Securities Act, Client will need audited financial statements and unaudited interim quarterly stub period financial statements. A certified public accounting, or CPA, firm that is registered with the Public Company Accounting Oversight Board, or PCAOB, must perform the audit and review the unaudited interim financial statements.

If your revenues are less than $25,000,000, Client will need two years of audited financial statements. Client will need three years if revenues are in excess of $25,000,000 per year. If Client has been in business for less than these time periods, Client will need only provide an audit for the period of time that Client has been in existence. Client’s financial statements for the quarterly interim stub periods following Client’s audit period will also need to be reviewed.

Client’s responsibility:

• Be able to produce an accurate general ledger utilizing QuickBooks, Peachtree, or other commercially marketable software and make adjusting entries as recommended by the independent auditor Client selects for its filings with the United States Securities and Exchange Commission (the “SEC”);
• Be able to draft financial statements, including cash flow statement, and shareholder equity statements and draft footnotes explaining major accounting events and issues;
• Be able to draft the section of SEC filings called “Management’s Discussion and Analysis of Financial Condition and Results of Operation” or “MD&A,” which includes a written comparison of items on your financial statement from Client’s current period to the same period of the prior year, a discussion of Client’s critical accounting policies including such things as revenue recognition, a discussion of Client’s liquidity and capital resources and a milestone table for items Client intends to accomplish in the coming year;
• If Client undertakes a private placement or a registered public offering of its common stock under the Securities Act, in Phase II of this Roadmap, be able to prepare the Use of Proceeds and Dilution sections; and
• If Client is unable to accomplish any or all of the foregoing, then retain and pay for as Client’s expense an audit coordinator who is experienced in SEC audits to teach Client how to do these things. GPT strongly recommends that all of its clients engage an audit coordinator whether or not such clients already have a bookkeeper, accountant or CPA, but who are not experienced in such audits, preparing or auditing their financial statements.

GoPublicToday.com, Inc. (“GPT”) services:

• Furnish Client examples of general ledgers, financial statement, financial statement footnotes, MD&A, Milestones, and if required Use of Proceeds and Dilution Tables;
• Identify an auditor coordinator, if needed; and
• Act as liaison with Client, Client’s audit coordinator, if Client retains one, and Client’s CPA audit firm in connection with preparation of required financial statements and other required accounting-related parts of Client’s offering documents.

STEP 3: DOCUMENT PRODUCTION REVIEW

Client responsibility:

• Complete an Initial Company Information Request, Director and Officer Questionnaire and various other requests and questionnaires and furnish them to our corporate counsel for review; and
• Respond to issues raised after review of the information request by our corporate counsel.

GPT services:

• Assign an SEC attorney at GPT’s expense to furnish Client the information request and questionnaires and identify issues that must be resolved before the drafting of Client’s offering documents can commence; and
• Act as liaison with Client and an assigned attorney (if applicable) in connection Client’s preparation of required responses to the information request and questionnaires.

STEP 4: RETAIN CORPORATE ATTORNEY TO DEAL WITH VARIOUS CORPORATE ISSUES THAT MUST BE RESOLVED BEFORE SEC FILING AND ON AN ON-GOING BASIS THEREAFTER

GPT and Public Company Management Services, Inc. (“PCMS”) do not undertake any corporate work, such as:

• Addressing or remedying legal issues identified by our corporate counsel in the Step 3 Document Production Review;
• Corporate reorganization, such as conversion from an LLC or Subchapter S corporation to a C corporation which is necessary for Client’s stock to trade;
• Relocating Client’s corporate domicile to Nevada;
• Drafting, negotiating or renegotiating contracts; or
• Securing rights or resolving matters dealing with patents, copyrights, trademarks, licenses, franchises or other forms of intellectual property;
• Lending or borrowing money in United States or foreign currency; or
• Mergers or Acquisitions.

Client responsibility:

• Retain at Client’s expense a corporate attorney recommended by GPT to deal with these issues (if applicable ).

GPT services:

• Identify and act as liaison with Client’s corporate attorney on these issues.