Charting Capital Course

Charting Your Course
“We can get this done” Joel Brownstein
Brownstein Associates is a strategic planning and development consultancy focused
on positioning corporate client prospects into investor awareness campaigns
highlighting the merits of outstanding emerging growth and early stage companies.
Brownstein Associates provides access to capital by assisting in the structuring and
capital formation of companies, on an individual basis, through individual investors,
angel and private equity groups, broker-dealer networks and it’s strategic alliances in
the securities industry. The firm utilizes it’s long standing relationships and
experience to provide structure, advisory, growth planning, coaching and capital
formation.
Success is actualized by our client’s drive, desire and determination to create and
implement sound business plans, proper documentation and chief level “investor
ready” thinking in it’s funding proposals.
Navigating Your Future

“We’ve met a lot of people and most of them are still quite active”. Since the early
80's, Brownstein Associates has participated in the financing of emerging growth
companies.
Client Engagement Criteria
Brownstein Associates consults and advises to entrepreneurial ventures and emerging growth companies
seeking to raise between $1 million and $5 million of equity capital to reach the next plateau and become
organically profitable. The client candidate must demonstrate it possesses a clearly defined business
model, a well positioned business opportunity and an exceptional management team capable of executing
it’s growth agenda from implementation through investor’s exits.
Client Services
Management consulting, strategic planning, targeted research, business planning, comparative market
and competitive analysis, raising capital, forming strategic alliances, performing due diligence, and
mentoring the executives via coaching throughout the entire funding process.
Managing client Business Plan Development and the Capital Formation process:
• Assisting in clarifying feasibility concepts and business ideas
• Consulting to formulate financial markets “Go-To” strategy
• Reviewing existing business plans from the perspective of capital formation
• Writing business plans from the investor’s perspective
• Developing plateau strategies and private to public market migration plans
• Consulting in preparation of a concise Pitch, Presentation and Road Show
• Consulting for readiness to the Due Diligence process
• Arrangement and coordination of Investor Group Presentations
• Investor Relations and Executive Development during the Presentation Process
Brownstein Associates,LLC - Overview Navigating Client Requirements through World Class People and Best Practices 2 of 30

Be Prepared to focus on important issues. You will need to have :
• Clarified your idea in which you describe who you are in 20 words or less
• Developed a concept pitch in conjunction with a 15 - 20 point slide presentation
• Identify team members for both internal and external management strength
• Management teams are important
• Board of Advisors or Directors are crucial at the early stages
• Provide proof of concept, market feedback, and customer acceptance
• Industry standard financial comparables and unique selling position or niche strategy
• How much capital you believe is required and the use of funds projection
• Analysis of the size and scope of your market
• Defined and aligned business model
General Outline of the Client Engagement Process:
• Provide your company’s current business plan for evaluation
• Arrange for conferencing to determine actionable recommendations
• Discuss going forward options to Capital Formation
• Begin due diligence process
• Formulate and finalize due diligence process
• Review potential engagement letter variations
• Prepare documentation when appropriate
• Finalize Negotiations and Enter into Client Agreements
• Arrange and manage Presentations and RoadShows geared to raising equity capital
• Provide continuing support through non-executive participation on board of directors
• Manage preparation of investor acquisition and investor relations campaigns
Services
Capital is necessary, but growing a business is much more than just raising capital. Furthermore, “Who
you may know”; many times is not sufficient to open the right doors to funding. More often than not it
becomes a matter of “what you know and who knows you”. As emerging growth companies navigate
through the early stages of development, it is not necessarily the funding that is required preventing your
firm from moving to the next level, but rather the strength of your management and the expertise of your
outside advisors. The added value of a top team with a well-presented and coherent business plan
prepares the foundation for success that will support the funding process. If Capital is the destination,
we’ll chart the course that keeps the capital markets interested to learn more, while you build your
organization.

Business Plan Development
High quality strategic business plans and professional presentations will provide your company with a
competitive edge in the capital markets just as they will anchor your operating plans as you search out
the necessary capital to support your company. In today's competitive environment, start-ups,
acquisitions, and emerging growth companies need high-visibility in the right places, professional
strategic business plans and presentations that make a significant impact on the investment community to
fuel the company's growth. We will determine what creative solutions can serve your company in
obtaining the necessary capital financing once we discover, or develeop, your competitive differentiation,
approach to long-term success and map out the niche you’ll be most inclined to secure in your
marketplace.
Will Brownstein Associates prepare the plan for my organization?
Using the Fact Gathering Outline that follows, Brownstein Associates will arrange to create distinct
variations of the Business Plan your company requires. This is accomplished through professional
resources, both inhouse and through external specialists. This will depend on the area of concentration
and the importance that particular assumptions hold to your overall mission. The plan most envisioned is
a targeted and executable plan focused on the concerns of investors, stakeholders and industry
participants. However, an elaborated executive summary (25 pages) to a fully researched and investor
ready plan, (60-80 pages) including all necessary backup documentation can be derived from our work
product to be tailored for banking and debt worthiness proposals or refocused to serve core executive
management as an operating blueprint which will allow for measured performance against benchmarks
and corporate development.
Fact Gathering Outline
• Situational Analysis: The current problems in the industry or unfulfilled market niche
• Market Analysis: The size and scope of the market opportunity your firm is pursuing
• Business Summary: The company's solution for the industry situation and explanation of plans
and initiatives to fulfill the market opportunity gap
• Target Market Analysis: Profile of the market for the company's products or services
• Competitive Analysis: Competitor comparatives of the company's products and services
• Marketing Plan: Advertising, public relations, brand building, and internet strategy
• Sales and Distribution Plan: Strategy for increasing sales and optimizing distribution
• Operations Plan: Gantt Charts, key milestones and operational issues
• Manufacturing Plan: Strategy for manufacturing, sourcing and technology development
• Organizational Summary: Organizational charts, management team, outside advisors, depth of
personnel qualifications and timing recognition to fill personnel gaps
• Financial Analysis: Income Statements, Balance Sheets, Cash Flows, Proformas, investment
offering, return of/on investment and investor exit strategies

Business Plan Preparation
• Instruction and Facilitation
• Investor Ready Business Plans
• Preparing Investor Correspondence
• Developing and Investor Relations Campaign
• Assisting with Offering Memorandum Preparation
• Now, more than ever, entrepreneurs need to understand how the financial community will evaluate
their business and need to be able to self-assess when their company is "investor ready". Prepare and
present a professional business plan, including actionable plans for growing their business.
Capital Formation
• Manage Equity Raise
• Provide Access to Capital through
• High net worth investors
• Angel Groups and Private Equity Funds
• Corporate Investors, Joint Venture Partners and Strategic Alliances
• Venture Capital Funds
• Registered Broker/Dealers and Investment Bankers
• Private Placement Offerings
• Negotiation and Structuring of Financial Transactions
Advisory Services
• Provide management consulting
• Coaching entrepreneurs through the funding process
• Manage investor/shareholder relations
Industry Network
• Management Consultants
• Industry Sector Specialists
• Corporate Executives
• Fund Managers
• Financial Institutions
• Certified Financial Analysts
• Compliance and Corporate Governance Professionals
• SEC Attorneys
• Certified Public Accountants
• New Business Development Professionals

Hypothetical Entry
Avian Securities, Inc. is a Boston-based NASD member firm specializing in brokerage services and information
technology research geared towards institutional investors, ranging from very large mutual fund families to smaller
more agile hedge funds and cross over funds. Avian strives to assist its clients in their development of a more
complete understanding of new trends in the technology marketplace and important strategic changes for more
established technology companies. Through unbiased in-depth analysis of end markets and key technologies, Avian
provides customers with insightful commentary regarding investment opportunities. Customers of Avian have come
to expect relevant individualized responses to their investment needs, and their commitment is to fulfill each
request by leveraging market and industry relationships, comprehensive knowledge base, and focused analytical
staff. Avian prides themselves on providing customers with excellent execution, timely information flow, and
attentive service.
Hypothetical Entry
Dexia Ventures is the Private Equity and Venture Capital arm of Dexia.Created in 1996 in view of the introduction
of the euro, Dexia is currently unifying its structure to form the first banking group with a truly European identity.
As a precursor of the new European banking sector, the group continues to increase its profitability in conditions of
exemplary security that are reflected in its ratings, which are among the highest awarded to listed banks worldwide.
The group is active in almost all of the countries of the European Union as well as in the United States and is listed
on the Brussels, Paris and Luxembourg stock exchanges and ranks in the first third of the Euronext100. The group
totals 348 EUR bln in assets and has a market cap of EUR 20 bln. Year 2000 net income increased by 31.5% to
EUR 1 billion. H1/2001 net income rose by 58.4% to EUR 814 mln compared to H1/2000. This policy of vigorous,
targeted and profitable growth has enabled Dexia today to be one of the 25 largest market capitalizations in Europe
in the field of financial services and to feature in the list of the top 10 of these in terms of growth of EPS.

Hypothetical Entry
TrustCapital Partners is an independent investment company, specialized in 'private equity', i.e. taking participating
interests in unlisted companies. TrustCapital Partners endeavours to achieve the optimum return on its invested
capital. This return consists mainly of capital gains generated by the growth in value of the companies in which
TrustCapital Partners invests. By endeavouring to achieve maximum profitability, TrustCapital builds up a widely
diversified portfolio of stakes in various types of companies, at different stages of growth and across a broad range
of sectors. TrustCapital usually participates directly in companies. In addition, it also invests in other investment
companies or private equity funds because of their know-how in well-defined foreign markets or specific sectors.
TrustCapital Technology N.V. is a wholly owned subsidiary of TrustCapital Partners N.V. (TCP), an independent
investment company. TCP focuses on private equity and is listed on the Euronext Brussels.
Hypothetical Entry
Mercator Ventures Fund I, LLC was formed in 1998 to make privately-negotiated minority equity and equity-
oriented investments in start-up and emerging growth companies in the Northeast United States. The focus of the
fund was in emerging technologies, with an emphasis on Internet technologies. The fund is fully invested.
Hypothetical Entry
Headquartered in Boston, MA, Seedling Group is the leader in high-impact high-tech retained search. Chuck
Ramsey, formerly of Ramsey/Beirne Associates, is the chief investor and board member of the company. Seedling
clients include Rocket Software, Cedar Point Communications, AIG Horizon Partners, Dolphin Networks, eMaven
and TA Associates.

Hypothetical Entry
Founded in 1930, Allen & Overy is a premier international law firm with over 390 partners and some 4,600 staff
working in 25 major centres world-wide. Allen & Overy provides global capability of effective, co-ordinated and
decisive legal advice, extended across three continents. Allen & Overy were credited in February of this year, by
the Legal Business Awards in London for our success in advising on over e 100bn of European telecoms finance
deals, being awarded Banking Team of the Year. Allen & Overy is committed to servicing the needs of the
community. The firm's pro bono and community affairs programme is an integral part of its day-to-day operation.
In October 1999, this commitment was recognised when Allen & Overy won a Dragon Award for helping to
improve inner city life. The City Firm Award, one of seven Dragon Awards managed by Business in the
Community in association with the Corporation of London, was judged by a team including the Lord Mayor of
London, Lord Levene, and governor of the Bank of England, Eddie George.
Hypothetical Entry
Based in Massachusetts, Texas, and the greater Virginia/Maryland area, Accelerant's mission is to accelerate
growth and reduce risk in emerging companies. Accelerant provides the critically needed management expertise to
develop and implement tactical operating plans, to acquire the necessary capital funding, and to define and secure
the necessary management team. They take a "rolled-up shirt sleeves" approach to each and every one of their
clients, investing their time wisely and focusing on transferring their management and operating experience so their
clients become successful in their own right. The emphasis is on short-term results while positioning clients for
long-term success.

Hypothetical Entry
With offices in Europe and the US, ABRENA is an international market and business development group that
teams with emerging high-technology companies to efficiently grow their businesses. The ABRENA partners, a
well-knit group of senior executives with domestic and international experience, takes a "hands-on" approach to
achieving business objectives - from developing the business, market, and competitive strategies, to successfully
executing marketing and sales plans. ABRENA partners are committed to applying their collective expertise and
experience to ensure both the short and the long-term success of its clients.
Hypothetical Entry
Sharelink Financial Services Ltd. (SFS) is the leading provider of financial services in Cyprus with a fine reputation
of being dynamic and innovative. Established in 1988 as a brokerage and investment consultancy house, Sharelink
has greatly broadened its investment horizon and expanded into a financial services group, which consists of a
number of subsidiary and associated companies. The subsidiary companies include Share Link Securities Ltd.,
AAA United Stockbrokers Ltd., Share Link Asset Management Ltd., SFS Custodian & Trust Services Ltd.,
Cypensions Ltd., SFS Corporate Analysis Ltd., SFS Corporate Management Ltd., CapitalAsset Link Ltd. and
Sharelink Mutual Funds Management Co Ltd. The associated companies are White Knight Holdings Ltd.,
CyVenture Capital Ltd., Leda Investment Co Ltd., Triena Investments Ltd., Unifast Finance & Investments Ltd.,
Ellinas Finance Ltd., TFI Ltd., and Dot.Cy Developments Ltd.

Hypothetical Entry
Abryl Ltd. was formed in 1996 with a mission to turn good companies into great companies by nurturing
entrepreneurs and management, and establishing relationships with industry leaders and the financing community.
Abryl provides its "umbrella" services, including business acceleration, management advisory, transaction and idea
incubation, as well as matchmaking assistance, to entrepreneurs. In addition Abryl provides a consulting and
regulation services to medical devices companies in various levels. Abryl operates its headquarters in Israel with a
satellite office operating from New York City (USA). The Team has international, multi-sector expertise and
experience and is backed by a vast operational global network.

Going Public Key steps to a public offering
Timing Duration Activity Description
Cumulative Activity
3 to 6 weeks 3 to 6 weeks Business Plans
a. Corporate Master Plan
b. Underwriter/legal/accounting plan
c. Executive Summary
d. Identity seed financing
5 to 10 weeks 2 to 4 weeks Identification of Associates
a. Retain attorneys
b. Retain accountants
c. Identify underwriters
d. Establish seed financing
6 to 14 weeks 1 to 4 weeks Form Corporation
a. File incorporation papers
b. Structure public offering
• Identify founders
• % to founders
• % to seed capital financiers
• % private offering
• % public (dilution)
8 to 20 weeks 2 to 6 weeks Private Placement pre-preparation
a. Approve private placement documents
• Corporation
• Underwriter
• State
11 to 32 weeks 3 to 12 weeks Raise Private Funds
a. Establish escrow account
b. Solicit private monies
c. Pre-prepare public registration
d. Break private escrow

Going Public (continued) Key steps to a public offering
Timing Duration Activity Description
Cumulative Activity
13 to 36 weeks 2 to 4 weeks Audit & Registration Preparation
a. Complete initial audit
b. Retain printer (for offering circular)
c. Retain transfer agent
d. Obtain approval of SEC registration document(s)
19 to 48 weeks 6 to 12 weeks Filings
a. Submit registration to SEC
b. File with Blue-Sky States (e.g., M11 in NY)
c. Clear with NASD
d. Initial comment letter from SEC
e. Print red herring (offering circular)
f. Second letter of comment and reply, (SEC)
g. Third letter of comment and reply, if necessary
h. File SEC acceleration request, if necessary
23 to 60 weeks 4 to 12 weeks Raise Public Funds
a. Arrange due diligence schedule
b. Sign underwriter's agreement
c. Establish public offering escrow account
d. Print copies of prospectus
e. File with NASDAQ
f. Establish underwriting syndicate
g. Distribute prospectus
h. Conduct due diligence meetings
i. Place tombstone
j. Complete public offering
Legal and accounting options
Closing papers
Post Completion
a. Break escrow
• Corporation, attorneys, bank, transfer agent, etc.
b. Establish market makers/quotation
• Pink sheets
• Bulletin board
• NASDAQ
c. Establish trading
d. File 8-K with SEC

Brownstein Associates
Due Diligence Work List
Instructions to Recipient
Complete and careful compilation and submission of the following information will expedite the due
diligence process.
1. It is recommended that one individual be assigned to coordinate the compilation and submission of
the requested information. This is a dedicated effort and the individual should be held accountable
for the project results.
2. Before submitting the information, please mark each item with:
(a) the Section (I or II) and Ref. Code shown to the left of the item, and
(b) the name and phone number for the person(s) to whom we should address any questions.
3. Please submit the information by overnight delivery or e-mail to our offices at the business address
or e-mail address provided. If you or any preparer of information has any questions, do not hesitate
to contact our administrative offices.

I. Overview - Brownstein Associates – Due Diligence Work List
Category Ref.
Code
Item/Action Requested Date
Received
Status
Resp. Party Due Date
Business
Plan
I.1. Two (Separately Collated) Copies of:
a. Business Plan if Different from Offering
Memoranda
b. Current and Previous Offering Memoranda
Company
Timetable
I.2. A detailed company history to include a timeline
of all major events such as: formation, key
employees, advisors, & directors, acquisitions,
divestitures, contracts, legal events, and all
financings
Products and
Services
I.3. a. Detailed Description of Currently Planned
Products and Services
b. Potential Products and Services that May be
Offered.
Market
Studies, if
any
I.4. Any internal or externally generated reports or
analyses that discuss the market supply and
demand in the geographies, products, services,
segments you are targeting. Sample relevant
topics include market sizing, market growth,
demand and supply drivers and pricing.
Strategy/
Operations
Studies, if any
I.5. Any internal or externally generated reports or
analyses that discuss the internal operations of the
company. Sample relevant topics include
systems, technology, strategy, sales and
marketing.
Feasibility
Studies, if any
I.6. Any externally generated reports or analyses
performed by an independent, nationally
recognized third party that renders an opinion
concerning the feasibility of the business plan or
project.

Category Ref.
Code
Received
Status
Industry
Studies, if any
I.7. a. Background Industry Information and
Statistics Sourced or Confirmed by a
Nationally Recognized Third Party (i.e.,
government agency, industry trade group,
independent research)
b. Break-Out Company’s Products and Services
from Background Industry Statistics (by
product and service)
c. Estimate Initial Market Share (by product
and service) for Region and Overall.
d. Estimate Growth Rate (by product and
service) for Region and Overall.
Competition I.8. a. Competitive Analysis Summary Table (in
matrix form with a row for each significant
current or anticipated competitor, its web site
address, stock symbol (if public), short
description of its business, management,
financial resources, significant investors, and
assessment of its strengths and weaknesses
versus the company’s list of geographic,
products, services, segments markets where
competitor competes directly against you).
b. Current and Anticipated Competition by
Market Area (Regional, National)
i. current and anticipated competitors
with estimated market shares
ii. product/service points of
differentiation
iii.color coded maps to show competing
company sites (by product and
service) as well as dates of completion
and expected deployment for planned
sites.

Category Ref.
Code
Received
Status
Customer
Base
I.9. a. Customer Summary Table (in matrix form
with a row for each significant current or
anticipated customer, its web site address,
stock symbol (if public), short description or
its business plan as it relates to you,
description of the relationship and its history,
internal contact person for the relationship,
list of geographic, products, services,
segments markets where this customer will
buy from you and the amount of sales
concerned.)
b. Target Customer Base by Product and
Service Line
c. Types of Customers for each Product and
Service
d. Report on all LOIs, MOUs and Executed
Contracts
e. Outline of Contracts - Terms, Conditions,
Volume, Pricing, Other
f. Current and Anticipated Customers by
Market Area (Regional, National)
i. color coded maps to show customers
sites (by product and service)
Pricing Policy
and Sales
Strategy
I.10. a. Pricing Model
(i.e. sale, subscription and/or transaction,
lease, license)
b. Price Determination
(i.e. fixed, variable, presale or volume
discounts)
c. Terms
Sales and
Marketing
I.11. a. Distribution Channels
b. Advertising and Promotional Activities
c. Referral Sources
d. Marketing Brochures
e. Rate Schedules

Category Ref.
Code
Received
Status
Sales
Organization
I.12. a. Relationships Between Regional and
National Customer Classes
b. Sales Personnel – Depth and Experience
c. Sales Alliances and Strategic Relationships
Research &
Development
and Product
Development, if
any
I.13. a. Impact of Changing Technology on
Company Products & Services
b. R&D and Product Development Expenses,
Historical (3 year) and Projected (5 year)
Company
Facilities/
Projects
I.14. a. Facilities/Projects (type, products
anufactured, services provided, location,
capacity, square footage, owned (copy of
deed) vs. leased (copy of lease)
Engineering,
Procurement &
Construction
(EPC) Contract
Issues, if any
I.15 a. Summary Description – site plans, firm(s)
involved, fixed price, fixed schedule,
completion standards, performance
incentives, non-performance provisions (to
include liquidated damage provisions)
b. Status of Contract Negotiations and Expected
Date of Contract Execution
Supplier/
Vendor
I.16. Supplier Summary Table (in matrix form with a
row for each significant current or anticipated
supplier, its web site address, stock symbol (if
public), short description of its offering as it
relates to you, description of the relationship and
its history, internal contact person for the
relationship, list of geographic, products,
services, segments markets where this supplier
will sell to you.

Category Ref.
Code
Received
Status
Suppliers/
Vendors & Cost
of Equipment
and Services
I.17. a. Description of Equipment and Services
b. Pricing
c. Supplier/Vendor Concentration & Alternative
Suppliers
d. Supplier/Vendor Contracts
e. Length of Supplier/Vendor Relationships
f. Current and Expected Inventory Levels
Supplier/
Vendor
Financing, if
any
I.18. a. Terms and Conditions, Executed and Under
Development
b. Copies of all Supplier/Vendor Agreements
Warranty
Policies, if any
I.19. a. Length
b. Description
Regulatory
Environment, if
any
I.20. a. Classification of the Company and
Competitors
b. Compliance Expense – Current &
Projected
c. Relationship with Regulators
c. Discussion of any Regulatory Issues that
might affect performance, Including any
regulatory changes currently being discussed

Category Ref.
Code
Received
Status
Regulation, if
any
I.21. Regulator Summary Table, if applicable, (in
matrix with a row for each significant current or
anticipated regulator who can influence your
business plan directly its web site address, short
description of its jurisdiction as it relates to you,
description of the relationship and its history,
internal contact person for the relationship, list of
geographic, product, services, segments markets
where this regulator will affect to you.)
Accounting
Issues &
Relationships
I.22. a. Auditors and Auditory History (Internal &
Outside)
b. Revenue and Income Recognition
c. Tax Treatment
d. Contact Names, Addresses, Telephone #’s,
Fax #’s, E-mails (Offices & Home)
Legal Issues &
Relationships
I.23. a. Legal Counsel and Legal History (Internal &
Outside)
b. Legal Proceedings, if any
i. Background
ii. Description of Product or Service
Liability
iii. Current Status
iv. Settlements
v. Lawsuits and/or Contingent Liabilities
c. Contact Names, Addresses, Telephone #’s,
Fax #’s, E-mails (Offices & Home)

Category Ref.
Code
Received
Status
Capital Market
Relationships
(Investment
Banking,
Commercial
Banking,
Other Funding
Sources)
I.24. a. Who, What, When, Where and How
b. Copies of all Past, Present, and Proposed
Agreements

II. Overview - Brownstein Associates – Due Diligence Work List - Charts, Documents & Schedules
Category Ref.
Code
Received
Status
Corporate
Organization
II.1. Current Organizational Chart showing the
name and title of all midlevel and senior
management personnel (generally show as low
as one level below Vice President). Show the
number of heads that report to each person, and
an overall total of employees. Show any
vacant positions, and indicate when you expect
that the position will be filled.
Ownership
Structure –
Chart
II.2. Corporate Structure Chart showing the
ownership structure for the company that is
seeking capital (the “Investment Vehicle”),
together with any subsidiaries or other entities
in which the Investment Vehicle (or its
controlling shareholder, if applicable) has an
ownership interest. Show the % ownership
interest at each level in the chart.
Corporate
Information
II.3. For the Investment Vehicle, please provide:
a. Full Legal Name
b. Form of Organization
(i.e. Corporation, LLC, etc.)
c. Jurisdiction in Which the Investment
Vehicle is Formed
d. Taxpayer ID Number
e. Web Site Address
f. Copies of Materials Distributed to the
Board of Directors for the Most Recent
Twelve Months.

Category Ref.
Code
Received
Status
Project –
Related
Documents,
if applicable
II.4. a. Engineering, Procurement & Construction
(EPC) Reports
b. Environmental Issues, if any
c. Other Reports (e.g. licenses, inspection
reports, etc.)
d. Color Coded Maps to show current project
sites (by product and service) as well as
Dates of Completion and Expected
Deployment for Planned Sites
Corporate
Capitalization
Table
II.5. a. Current Capitalization Table
Complete on fully-diluted basis showing
exercise at all current stock options and
warrants.
i. security holders
ii. type of securities
(all debt and equity inclusive to bank
debt, preferred and common stock)
iii. principal value of securities
iv. strike price, date of issuance/
expiration and other relevant terms

Category Ref.
Code
Received
Status
Financial
Information–
Historical
II.6. a. Historical Annual Financial Statements
(audited when available) for Last 5 Years.
i. balance sheets
ii. income statements
iii. cash flow statements
b. Management Letters from Auditor for Last
3 Years
c. Historical Monthly Financial Statements
i. monthly financial statements from the
beginning of the most recently
completed fiscal year until the latest
month/quarter for which such
information is available.
ii. attach a comparison of key income
statement and capital expenditure
items to budget and explanations for
significant variances from budget.
d. Listing of Non-recurring Items Impacting
(both positively and negatively) Past
Financial Results (e.g., lawsuits,
reclassifications of expenses, extraordinary
penalties, business interruptions, etc.)
e. Accounts Receivable and Accounts
Payable Aging Schedules
f. Listing of All Company Debts
i. principal amounts
outstanding
ii. amortization schedules
iii. interest rates
iv. maturity
v. accrued interest due, if any
vi. financing documents (e.g., closing
documents to include official
statements, trust indentures, loan
agreements).
g. – k. See following page

Category Ref.
Code
Received
Status
Financial
Information–
Historical
II.6.
Con’t
a.-f. see previous page..
g. Substantive Past Events, (e.g., conversion
to fixed rate, forbearance agreements,
defaults, major draws of reserve accounts,
supplemental indentures).
h. Listing of Needed Capital Improvements
and Deferred Maintenance (description and
approximate cost)
i. Taxes (real estate, payroll, etc.)
i. anticipated taxes
ii. tax and/or parcel identification
numbers
iii. explanation of timing of tax payments
j. Income Tax Return for Most Recent Fiscal
Year.
k. Listing of Major Unfunded Liabilities, if
applicable
i. including expenses that were
accrued and/or liabilities (e.g.,
refundable deposits, insurance
expense, taxes, etc.)
Financial
Information –
Detailed Use of
Proceeds
II.7. Detailed Analysis Month by Month,
Concerning Both Corporate (general and
administrative) and Capital Expenditures

Category Ref.
Code
Received
Status
Financial
Information –
Projected
II.8. Electronic and printed copies of management’s
latest financial projection model, containing
balance sheet, income statement and cash flow
statement.
a. Detailed Underlying Assumptions
i. by markets broken down to class and
category, as applicable
ii. by product and business segment, as
applicable
iii. unit pricing
iv. unit volume
b. Projected Financial Statements
projections should be:
i.annual for the current and not less than
five future years; and monthly for at least
the next fiscal year, and for any additional
periods until the enterprise is projected to
have positive EBITDA.
Management
Information
Systems
II.9. a. What type and supplier/vendor
b. Last reviewed on what date by whom.
Business
Combinations ,
Alliances and
Affiliations, if
applicable
II.10 List, Summary Description and
Copy of All:
i. Joint Venture Agreements
ii. Corporate Alliances
iii. Corporate Affiliations
Sales Contracts
(Signed and
Pipeline)
II.11. a. List, Summary, Description and Copy of
Executed Major Contract(s)
a. Sales Pipeline Identified, Prioritized and
Timed
b. Need Due Diligence with Potential
Customers

Category Ref.
Code
Received
Status
Management
and Key
Employee
Information
II.12. a. Biographies/Resumes of Management and
Key Employee Personnel (include all
education and employment with mm/yy of
start and end dates, and location for each)
i. CEO
ii. President
iii. COO
iv. CFO
v. Marketing/Sales
vi. General Counsel
b. Management Quality & Experience
c. Management and Key Employee
Agreements
d. Management and Key Employee
Compensation
i. salaries
ii. options, warrants, etc.
iii. other compensation, material benefits,
etc.
e. Accrued Salaries, Management Fees and/or
Other Compensation (if any)
f. Lexis/Nexis Search
If we proceed further, we will request the
following information :
Personal information for all officers:
1. Full name,
2. Date of birth,
3. Social security number (or equivalent,
for non US personnel),
4. List of states/countries resided in by
year since age 18,
5. Name, phone number, relationship and
email address (if available) for five
business references.

Category Ref.
Code
Received
Status
Board of
Directors and
Advisor
Information
II.13. a. Biographies/Resumes
b. Shareholder Agreements
c. Board of Director and Advisor
Compensation
c. Lexis/Nexis Search
Employee
Information
14. a. Listing of All Officers, Employees (with
department heads and project managers
identified (or future hires))
b. Union vs. Non-Union. Contract Renewal
Information and History
Press Articles 15. Please provide copies of recent releases or
articles regarding the company and/or its
management and relevant articles regarding the
industry and/or its competitors. (Alternatively,
indicate where such items are available on the
Internet).
Company
References
16. Name, phone number, email address and nature
of relationship for each of the following
parties:
a. Accounting Firm
b. Legal Counsel
c. Each Bank and Lender
d. Directors
e. 5 Largest Customers (by revenue)
f. 5 Largest Suppliers/Vendors (by cost of
sales or expense)

Category Ref.
Code
Received
Status
Contracts II.17. Two (separately collated) copies of all material
contracts and letters relating to:
a. Suppliers/Vendors (to address all
representations, warrantees and
guarantees)
b. Customers (to address all representations,
warrantees and guarantees)
c. Financing (all material forms of equity,
debt and leases)
d. Corporate Governance Issues (articles,
bylaws)
e. Shareholder Agreements
f. Employment of Key Personnel
g. Board of Directors and Advisors to the
Board
h. Insurance
Terms of
Security
II.18. Corporate Governance Issues and
Investor Rights
Company
Contacts
II.19. Names, Addresses, Telephone #’s, Fax #’s, E-
mails (Office & Home)

Category Ref.
Code
Received
Status
II.20. a. Written Statement answering the
following:
i. What is your vision of the company and what
is the company’s mission statement? Is it a
shared vision and if so, with whom?
ii. Aside from capital constraints, what are the
weaknesses of the company? What steps are
being taken to address the weaknesses?
iii. Who are your top competitors? Do you have
a sustainable competitive advantage versus
these companies? If so, for how long?
iv. What is the greatest risk to your company’s
competitive advantage?
v. Whom among the management team do you
rely upon the most? Who among the
management team is more complementary to
your abilities, and what skill set does each
member provide?
vi. Who in the company would be able to
replace you on a temporary basis? On a
permanent basis, if necessary?
vii. Who are your most valuable board
members? Are you contemplating removing or
adding board members? If so, whom?
viii. Whom do you rely upon for key decision-
making besides the board, both inside and
outside the company?
ix. Who are your five most important
customers and why? What percentage of
revenues do these customers account for? Who
are your three most important potential
customers and why?
x. Are you planning to invest your own capital
in this financing? If so how much? If not why
not?

Important Industry Links
Securities and Exchange Commission - www.sec.gov
National Association of Securities Dealers Automated Quotations - www.nasdaq.com
OTCQX, OTCQB and OTC Pink Marketplaces – www.otcmarkets.com
Financial Industry Regulatory - www.finra.org/industry/otcbb/otc-bulletin-board-otcbb
American Institute of Certified Public Accountants - www.aicpa.org
New York Society of Certified Public Accountants - www.nysscpa.org
Financial Accounting Standards Board - www.fasb.org
International Financial Reporting Standards - www.ifrs.com
Public Company Accounting Oversight Board - www.pcaobus.org
Federal Reserve Board - www.federalreserve.gov
Internal Revenue Service - www.irs.ustreas.gov/cover.html
NYS Department of Taxation and Finance - www.tax.state.ny.us

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