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                   Due Diligence and Interim Management for 
                  M&A and Venture Investors 
                  
                      
            
          When you embark upon a merger or acquisition transaction, you put a 
          very valuable asset on the line – the future success your company. In 
          many cases, you may not have the time, resources or expertise to 
          investigate another company’s organization and operations.  
            
          We have developed proprietary set of tools and procedures to 
          streamline analysis, planning, and project management associated with 
          mergers and acquisitions. While every procedure will be customized to 
          reflect your needs, timeline, and priorities, we eliminate the need to 
          start from scratch, and ensure that all priorities are covered.  
            
          Our team will work within your due diligence timetable to identify 
          potential risks and opportunities. We coordinate with your financial 
          and legal teams to provide business and operational insights in 
          conjunction with their analyses. We can also assist with 
          post-financing initiatives to increase profits and successfully 
          integrate the operations and management of newly merged companies. 
              
          
              | Do you have assurances from an unbiased source that the target 
            company’s financial and operational controls are adequate? |  
              | Is the company’s projected growth in sales reasonable in the 
            existing market climate? |  
              | Can the company’s staff and systems support the revenue 
            projections you are presenting to potential investors? |  
              | Are you certain that this merger will increase profits within 
            the projected timeframe? |  
              | Will the key staff and managers remain on board through the 
            integration process and beyond? |  
           
          
              
          We work with you to maximize transaction 
          success and profitability: 
              
          
          
              | Perform operational/due diligence reviews to:
                | Evaluate strength of financial, operational and 
                      managerial controls; |  
                | Assess adequacy of current staff and management; |  
                | Identify weaknesses and recommend improvement plan; 
                      and |  
                | Prepare signed report of findings and recommendations. |  
             
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              | Assess feasibility of proposed business plans 
                      including:
                | Ability to support the projected levels of growth; |  
                | Reasonableness of projected staffing levels; and |  
                | Plausibility of cash flow, inventory valuation, 
                      receivables, and payables. |  
             
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              | Discuss findings with potential investors, as 
                      requested. |  
              | Work with management to implement organizational, 
                      systems and operational improvements to achieve targeted 
                      performance levels. |  
              | Develop sections of placement memoranda, including 
                      business overview, competitive analysis, management and 
                      operations. |  
              | Manage post-merger integration planning and 
                      implementation, with cross-functional teams from both 
                      entities. |  
              | Facilitate management meetings to evaluate progress 
                      towards stated objectives and set agenda for going 
                      forward. |  
           
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