He is the list of things that has to be done.
* Audited financial statement, conformed to US GAAP for the private merger partner. The audit statements of the private company have to be consolidated with the public company's financial statements.
* While not required for the 8-K, you should insist on a PCAOB registered form for the audit of the entities which are party to a reverse merger, since later Form 10-K and 10-Q filings will require it.
* Business plan of merger partner. Sufficient information to complete and file the required 8-K with the SEC.
* Management information, including completion of the "Officer and Director Questionnaire," for all Officers and Directors designated by the private company merger partner.
* Agreement on structure and terms of merger.
* Letter of intent with escrow payment made to public company or its principal shareholders. (This must happen for the public company to cease negotiations with other merger prospects.)
* Agreed merger fee in escrow with the securities attorney representing the merger partner.
* Consent from the majority, preferably 100%, of existing shareholders of the private company to merge or exchange their shares for shares of the public company.
* Agreement for the Officers and Directors of the public shell to be replaced with the Officers and directors designated by the private company merger partner.
* List of all shareholders in the private company that will make the share exchange.
* Number of shares to be outstanding “post merger”, and a complete breakdown of share ownership post merger. Note: It is often necessary for the public shell to do a reverse split and/or cancel shares owned by the affiliates of the public share prior to completing the merger.
* Agreement on state the company will be domiciled in post merger.
* Satisfaction of warranties and representations between public shell and merger partner.
* Designation of securities attorneys and SEC qualified auditors that will represent the private merger partner.
* Preparation of the share exchange agreement, stock purchase agreement, definitive merger agreement, and all other documents necessary to complete the merger.
* Final preparation of the 8K that is required to be filed with the SEC within 4 days of closing the merger. The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934.
