Organizational
Matters
1. Articles of Incorporation/ Amendments/
Restatements
2. Bylaws/ Amendments
3. Current Domestic Stock Statement or Equivalent
4. Stock Transfers Ledger
5. Buy-Sell agreements/ Shareholder agreements
6. Stock restriction agreements
7. Voting Trusts
8. Oral understandings regarding any of the foregoing
Title/ Lease/ Asset Documents
9. Real property deeds
10. List/ description of real properties owned
11. Real property leases
12. List/ description of real properties occupied
13. List/ description of general assets (by type)
14. Bills of sale/ or invoices re: equipment and/ or inventory/ stock
in trade
15. Automobile and truck registrations
16. List/ description of automobiles and trucks owned
17. Automobile and truck leases
18. List/ description of automobile and trucks leased
19. Other vehicle/ vessel/ rolling equipment or machinery leases
20. List/ description of other vehicle/ vessels/ rolling equipment or machinery
21. Office equipment leases (telephone, photocopy, etc.)
22. List/ description of office equipment leased
23. Industrial equipment leases
24. List/ description of industrial equipment leased
25. Furniture leases
26. List/ description of furniture
27. Patent/ trademark/ service mark registrations
28. List/ description of patents, trademarks and service marks
29. Bill of Landing re: inventory/ stock in trade
30. List/ description of inventory/ stock in trade (type, item and location)
31. List/ description of raw materials on hand
32. List/ description of raw materials on order
33. Other leases or use agreements not mentioned above
34. List/ description of all other assets not mentioned above
Encumbrances
35. Trust deeds
36. Security agreements
37. UCC-1 financing statements
38. Stock pledge agreements
39. Loan documents (including applications)
40. Notes made or held by the Company
41. Line of credit agreements
42. Guarantees (company and personal)
43. Notices of default
44. Oral understandings regarding any of the foregoing
Licenses/ Permits
45. City business licenses/ permits
46. City industrial/ occupational permits
47. State industrial/ occupational permits
48. State licenses/ permits (AGMD, etc.)
49. Federal licenses/ permits (FCC, etc.)
50. Correspondences to/ from any state or federal body governing the business or
operations of the company
Business Contracts
51. License agreements
52. Royalty agreements
53. patent/ trademark/ service mark assignments
54. Dealership agreements
55. Distributorship agreements
56. Vendor agreements
57. Supplier agreements
58. Consulting agreements
59. Employment agreements
60. Independent contractor agreements
61. Asset sale/ purchase agreements
62. Employee stock sale/ purchase agreements
63. Employee stock subscription agreements
64. Employee stock option plans
65. Employee stock option agreements
66. Pension/ profit sharing trust or agreements
67. Medical/ reimbursement plans/ agreements
68. Trust indentures
69. Oral understandings regarding any of the foregoing
Litigation/ Adverse Claims
70. Plaintiff suits- pleadings, discovery, etc.
71. Defendant suits- pleadings, discovery, etc.
72. Attorney audit response letters
73. Demand letters received/ sent
74. Labor board proceeding documents
75. Administrative court proceeding documents
76. Notices of default received
77. Foreclosure/ private sale documents
78. Collection letters/ dunning letters utilized (form or otherwise)
79. Collection letters/ dunning letters received
80. Bankruptcy filing documents
Financial/ Tax
81. Three (3) years prior state tax returns
82. Three (3) years prior Federal tax returns
83. Franchise tax board notices/ correspondence
84. Franchise tax board suspension/ review documents
85. Real property tax assessment notices/ documents
86. Personal property/ business equipment tax assessment notices/ documents
87. Three (3) years prior financial statements
88. Interim financial statements
89. Tax delinquency notices
90. Audit inquiry response letters
91. Summary of all deposit accounts, savings accounts and other accounts
92. Six (6) month prior bank statements (all accounts)
93. Daily check registers/ account books (including computer stored information)
94. General ledger books (including computer stored information)
95. Special account ledger books
96. Chart of accounts
97. Daily/ weekly chronological financial records
98. Copy of credit reference materials provided by vendors, etc.
99. List of company credit cards and holders
100. List of vendors supplying company on account (with balances and A/R aging)
101. Ledgers showing company A/R w/aging
102. Ledgers showing company A/P w/aging
Securities
103. State securities permits/ notices/ filings
104. State securities registrations/ qualifications
105. Federal securities registration/ offering circulars/ disclosure documents
106. Federal securities compliance documents (10K, 10Q, etc.)
107. Correspondence to/ from the New York department of corporations
108. Correspondence to/ from the SEC
109. Correspondence to/ from any foreign body governing securities matters
General
110. Attorney retainer letters/ correspondence
111. Attorney opinion letter prepared with regard to the Company
112. Accountant retainer letter/ correspondence
113. Accountant "working papers" pertaining to previous three (3) years
financial statements
114. Insurance policies including business liabilities, disability, medical and workers
compensation policies.
115. Detail of key management employees: names, addresses, ages, work experience,
positions held and job description in company, salary and benefits
116. General information regarding employees: number of employees (full-time and
part-time) by each location and department, percentage of employees who have left company
and reasons of departure, working hours and wage levels by position and department
117. Past history of labor problems
118. Details of employees benefits (pensions, bonuses, retirement plans, etc.) 119. Policy
manuals or materials
120. Company operational or procedure manuals or materials
121. Employee manuals or materials
122. Employment application and hiring forms, documents or materials
123. Employment disclosure documents
124. Past and present business plans of company
125. Full organizational chart of company
126. Details of internal operational structures with regard to following, including
identity of who plans, checks and carries out functions, who reviews their results, and
how the foregoing is accomplished:
126.1 Management structure
126.2 Marketing structure
126.3 Purchasing structure
126.4 Merchandising structure
127. Particular details of marketing/ sales
structures, methods and programs, including identity and functions of sales personnel,
special or unusual promotional activities, occasional programs and other special sales
efforts.
128. Materials or substantial contracts of agreements (written or oral) not listed above
or otherwise disclosed thereunder