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8 Tips to Speed the Process of Going Public Package
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Capitalization Process and Model

Management Discussion and Analysis

Investor and Shareholder Protection

10-KSB Development Questionnaire

Independent Director

The Sarbanes-Oxley Act: Executive Responsibility

Sarbanes-Oxley: A Brush Stroke

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Management Discussion and Analysis

The Management Discussion and Analysis (“MD&A”) section of quarterly and annual financial statements, as well as registration statements, seeks to force a company’s management to take responsibility for their actions and those of the company. Corporate filers must offer details about issues such as revenues, past and future plans for the company, uncertainty within the company, sources of liquidity, cash flow problems, liabilities, raising funds, and materiality. The MD&A is intended to assist investors in the understanding and assessment of significant changes and trends, as well as risks and uncertainties, related to the results of operations and the financial condition of companies. But many management teams just don't know how to dance with this elephant. This four-page document is a must! It explores these issues and management’s obligation to discuss these issues in the Management Discussion and Analysis section of financial statements. These four pages could save your company hours every quarter.




The Management Discussion and Analysis (“MD&A”) section of quarterly and annual financial statements, as well as registration statements, seeks to force a company’s management to take responsibility for their actions and those of the company. Corporate filers must offer details about issues such as revenues, past and future plans for the company, uncertainty within the company, sources of liquidity, cash flow problems, liabilities, raising funds, and materiality. The MD&A is intended to assist investors in the understanding and assessment of significant changes and trends, as well as risks and uncertainties, related to the results of operations and the financial condition of companies. This white paper will explore these issues and management’s obligation to discuss these issues in the Management Discussion and Analysis section of financial statements.

Management might not enjoy filling out the MD&A section of financial statements, but it is an essential part of such statements. The public is entitled to this information, and it is critical to the ability to correctly valuating a company. In regards to revenue, if a company has experienced a loss, management should discuss why the company has not generated revenues in the last quarter/year. They should explain why they did or did not sell, provide, distribute the company's products or services, as well as any significant elements of income or loss that did not arise from continuing operations. Management should also outline the company’s plan over the past quarter/year to help generate revenues or decrease expenses. Components of such plans might include investments in equipment, capital expenditures, personnel, research and development, or improvements.

In addition to outlining the company’s past plans for generating revenues, management should discuss the company’s plans for the future in the MD&A. They should outline the company’s plans for the next year, including what management wishes to accomplish with marketing techniques. It should disclose any plans to introduce, establish, or launch new products or services in the next year. The MD&A should also summarize any significant changes that might take place within the company, including the purchase or sale of equipment, capital expenditures, or major personnel changes. The goals for the company should be very clearly laid out in the MD&A.

Any known trends, events, or uncertainties that may impact the business should be discussed in the Management Discussion and Analysis. This item focuses on how the company's business plan addresses the effects of external forces that are primarily trends in the Company's industry, on the Company's operating results. Management will generally be looking for matters that either would have an impact on future operations and have not had an impact in the past, or matters that have had an impact in the past and are not expected to have an impact in the future. This item is especially important for companies in industries experiencing rapid change, whether that change is technological, regulatory, or market related.

If the Company has financial statements available for more than one fiscal period, the operating results can be compared to look for trends. General economic trends may also be used to answer this item. For example, if the company offers luxury goods, it may have difficulty surviving an economic downturn. How does the company intend to address this type of problem? Events that should be included in this section might include seasonality, new laws or regulations, or labor issues or disputes. In accordance with this, management should discuss any known trends that have been discovered from the company’s historical operating results. Management should indicate any changes now occurring in the underlying economics of the company’s business that might have a significant impact upon the company’s results of operations within the next year and the probable impact that such changes might have on the company. Additionally, management should describe how the company plans to deal with this impact.

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   Preparing Your Business
   Finding Investors
   Pitching Investors

 FOREIGN COMPANIES
   Taking a Foreign Company Public

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