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OTCBB Due Diligence

This is a list of information companies commonly need to provide to be listed on Over the Counter Bulletin Board (OTCBB).

Audited year end financial statements and interim unaudited financial statements.

Current Shareholder List of the Company.

A copy of all major contracts still in effect, including:

a) Those to which officers or directors, or major shareholders, are parties

b) Those with principal suppliers, customers, etc.

c) For the purchase or sale of any property, plant, or equipment for a consideration exceeding 15% of the assets of the company

d) Any material lease under which property owned by the company is held

A list of officers and directors of the company, by title

A completed Director and Officer Questionnaire for each person listed in Item 5)

Stock books, and other indications of stock transfers

Minutes of director and shareholder meetings

Agreements among shareholder, or between shareholders and management, relating to the management, ownership, or control of the company, including voting agreements, rights of first refusal, pre-emptive rights, and registrations rights.

Reports and other communication to shareholders during the last 5 years

List of Principal Plants and other properties of the company, describing the condition of each

Any compensation plans for officers and directors

Any compensation plans for officers and directors

Any and all governmental permits, licenses, etc.

Description of any outstanding or threatened litigation

Development of the business during the last 3 years

a) Form and year of organization

b) Any bankruptcy, receivership, or similar proceeding

c) Any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets other than in the ordinary course


Description of the Business, including:

a) Principal products or services and their markets

b) Distribution methods of the products or services

c) Status of any publicly-announced new product or service

d) Competitive business conditions and competitive position in the industry and methods of competition

e) Sources and availability of raw materials and the names of principal suppliers

f) Dependence on one or a few major customers

g) Patents, trademarks, licenses, concessions, royalty agreements, or labor contracts, and their duration

h) Need for government approval of principal products or services, status of the approval process

i) Effect of existing or probable governmental regulations on the business

j) Estimate of the amount spent during the last two fiscal years on R&D, and the extent to which such costs are borne to customers

k) Costs and effects of compliance with environmental laws


Management’s Discussion and Analysis (if the Company has had revenues from operations in each of the last two fiscal years)

a) Discuss financial condition, changes in financial condition and results of operation for each of the last two fiscal years. Address the past and future financial condition and results of operation, with particular emphasis on prospects for the future.

b) Trends, events, or uncertainties likely to have material impact on the company’s long and/or short-term liquidity

c) Internal and external sources of liquidity

d) Material commitments for capital expenditures and the source of funds for those expenditures

e) Significant elements of income or loss not arising from continuing operations

f) Causes for any material changes from period to period in one or more line items of the financial statements

g) Seasonal aspects having material impact on the finacial condtion or results of operation


Plan of Operation for the next 12 months (if the Company has not had revenues from operations in each of the last two fiscal years)

a) How long the company can satisfy its cash requirements and whether it will need to raise additional funds during the next 12 months

b) Summary of any product R&D

c) Expected purchase or sale of plant and significant equipment

d) Expected significant changes in number of employees




Financial Library Index:


What are Penny Stocks?
Understanding the Pinksheets
The Successful Microcap Investor
Choosing the Right Broker
Margin Accounts
Full Service or Discount Broker?
Types of Trades
P/E Ratio
Selling Short
Technical Analysis of Penny Stocks
OTCBB vs. NASDAQ
OTCBB Due Diligence
OTCBB vs. Pinksheets
Penny Stock Fraud
The Role of a Market Maker

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