Organization and General Corporate Issues

1. Obtain the articles of incorporation and bylaws. Review for the existence of preemptive rights, rights of first refusal, registration rights, or any other rights related to the issuance or registration of securities.

2. Review the bylaws for any unusual provisions affecting shareholder rights or restrictions on ownership, transfer, or voting of shares.

3. Review the terms associated with any preferred stock or unexercised warrants.

4. Describe any antitakeover provisions.

5. If the company is publicly held, update all periodic filings for the past, including the 10-K, 10-Q, 8-K, and Schedule 13D.

6. Review annual reports to shareholders.

7. Obtain a list of all states in which the company is qualified to do business and the list of those states in which it maintains significant operations. Determine if there is any state in which a company is not qualified but should be qualified to do business.

8. Review all pending and threatened legal proceedings to which the company or any of its subsidiaries is a party. Describe principal parties, allegations, and relief sought. This includes any governmental or environmental proceedings. Obtain copies of existing consent decrees or significant settlement agreements relating to the company or its subsidiaries.

9. If there has been a change in accountants during the past 5 years, find out why.

10. Research any press releases or articles about the company within the past year (see Bloomberg.com, Nexis, Equifax, etc.).

11. Review all related-party transactions for the past 3 years.