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SOOKE · E-2 FIELD GUIDE

What should explain price changes after the first business plan?

Sources checked:

THE DIRECT ANSWER

Use the current relevant terms and reconcile them with actual commitments and the revised operating plan.

Make the financial history coherent

Do not silently replace paid amounts with estimates or describe a new quote as an earlier purchase. Explain which assumptions changed and what resources are actually available.

The purchase agreement, the target's financial statements and tax returns, its management contracts and payroll records, evidence that the funds are committed and traceable, and organizational documents showing ownership and control. Request multi-year financial statements, filed tax returns, payroll registers, the current lease, supplier and customer contracts, an equipment list with condition notes, and disclosure of liabilities or disputes. Keep the signed subscription or purchase agreement, the amended operating agreement or bylaws, the updated share ledger and cap table, and the board or member resolutions approving the admission. Assemble a transaction ledger linking lawful source, each bank movement, escrow or refund condition, purchase closing, invoices, ownership, and operating use. The equipment schedule, contracts, receivables and financial statements support the valuation, which is the denominator in the substantiality test, and demonstrate that the enterprise is real and operating rather than a shell. Every number in the projection should trace to a document already in the file: the lease for the rent line, equipment quotes for the capital line, signed supply terms for cost of goods, and the wage assumptions behind payroll.