No |
INFO/DOC’S |
AV/NA |
RESP |
TIME |
(A) Corporate Documents of the Company and Subsidiaries |
1 |
Articles of Incorporation and all amendments thereto |
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2 |
Bylaws and all amendments thereto |
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3 |
Minutes of all Boards of Directors, committee and shareholders meetings and all consents to actions without meeting |
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4 |
List of states and jurisdictions in which qualified to do business and in which the Company has offices, holds property or conducts business |
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5 |
Material information or documents furnished to shareholders and to directors during the last two years |
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6 |
Most recently obtained good standing certificates for all states and jurisdictions where the Company is qualified to do business. |
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(B) Previous issuances of Securities (if due) |
1 |
All applications and permits for issuance/transfer of securities. |
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2 |
Sample copy of stock certificates, warrants and options. |
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3 |
Stockholders information, indicating number of shares held, dates of issuance and consideration paid. |
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4 |
All stock option, stock purchase and other employee benefit plans and forms of agreements. |
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5 |
List of any outstanding stock options and warrants. |
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6 |
Any voting trust agreements, buy/sell agreements, stockholder agreements, warrant agreements, proxies, or right of first refusal agreements. |
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7 |
Any registration rights or pre-emptive rights agreements. |
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8 |
Powers of attorney on any matter. |
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9 |
Convertible debt instruments. |
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10 |
Other contracts, agreements, or public or private documents or commitments relating to the stock of the Company. |
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11 |
Any debt arrangements, guarantees or indemnification between officers, directors or the shareholder and the Company. |
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(C) Material Contracts and Agreements |
1 |
List of banks or other lenders with whom Company has a financial relationship |
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2 |
Credit agreements, debts instruments, security agreements, mortgages, financial or performance guaranties, indemnifications, lines, equipment leases or other agreements evidencing outstanding loans to which the Company is a party or was a party within the past two years. |
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3 |
All material correspondence with lenders during the last three years, including all compliance reports submitted by the Company or its accountants. |
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4 |
List of major clients and their locations. |
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5 |
Any other material contracts. Orders, service level agreements etc. |
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(D) Litigation |
1 |
Copies of any pleadings or correspondence for pending or prior lawsuits involving the Company or the Founders. |
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2 |
Summery of disputes with suppliers, competitors, or customers. |
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3 |
Correspondence with auditor or accountant regarding threatened or pending litigation, assessment or claims. |
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4 |
Decrees, orders or judgments of courts or governmental agencies. |
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5 |
Settlement documentation. |
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(E) Employees and Related Parties |
1 |
A management organization chart and biographical information. |
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2 |
Summary of any labor disputes. |
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3 |
Correspondence, memoranda or notes concerning pending or threatened labor stoppage. |
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4 |
All employment and consulting agreements, loan agreements and documents relating to other transactions with officers, directors, key employees and related parties. |
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5 |
Schedule of all compensation paid to officers, directors and key employees for most recent fiscal year showing separately salary, bonuses and non-cash compensation (i.e. use of cars, property, etc.) |
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6 |
Summary of employee benefits and copies of any pension, profit sharing, deferred compensation and retirement plans. |
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7 |
Calculation of price per working hour, incl/excl. overhead cost. |
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8 |
Summary of management incentive or bonus plans not included in (7) above, as well as other non-cash forms of compensation. |
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(F) Financial Information |
1 |
Audited financial statements since inception (unaudited financials are unavailable). |
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2 |
Accounting statements on a cash basis. |
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3 |
Quarterly income statements for the last two years and the current year (to date). |
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4 |
Financial or operating budgets of projections. |
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5 |
Business plan and other documents describing current and/or expected business of the Company including all material marketing studies, consulting studies or reports prepared by the Company. |
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6 |
A description of all changes in accounting methods or principles during the last three fiscal years. |
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7 |
Any documents relating to materials write-offs other than in the ordinary course. |
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8 |
Revenue gross margin and average selling price by product or service. |
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9 |
Management letters or special reports by auditors and any responses thereto for the last three fiscal years. |
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10 |
Letters of counsel to the Company delivered to auditors for the last three fiscal years. |
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11 |
Aging schedules for accounts receivable for the last two years. |
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12 |
Breakdown of G&A expenses for the last two years. |
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13 |
Copies of any valuations of the Company’s stock. |
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14 |
Description of all contingent liabilities. |
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(G) Property |
1 |
List of all real and material personal property owned by the Company. |
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2 |
List of all real estate material and immaterial property owned by the Company. |
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3 |
Documents of title, register, mortgages, deeds of trust and security agreements pertaining to the properties listed by article 1 + 2. |
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4 |
Trademarks |
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5 |
Software |
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6 |
Hardware |
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7 |
Internet Domain |
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8 |
Data Base |
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9 |
Insurance policy |
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