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283 S Escondido Blvd., Escondido CA 92025 | Phone: 760.233.2863 | Fax: 760.888.2388
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Angel Investor Due Diligence Checklist
1. Preliminary items to review
1.1 Exec summary, business plan and presentation slides
1.2 Financial projections, current financials & balance sheet, P&L report
1.3 Management resumes and organization chart
1.4 Directors and Officers Questionnaire
1.5 Contact info for management and customer reference checks
1.6 Social security numbers for background checks
1.7 Capitalization table and shareholder roster
1.8 Stock option grants, both authorized and outstanding
1.9 Warrant Agreements, both authorized and outstanding
1.9 Contact information for
A. Directors and shareholders
B. Web site developers, if outsourced
C. Attorneys – SEC, IP
D. Accountants
E. Consultants
2. Suggested discussions to have with management
2.1 What is the Competitive landscape?
2.2 Risk factors discussion, what could possible go wrong? How will you address these
concerns?
2.3 Reports from independent consultants
2.4 Have them describe their market, how large, customer demographics, average income, etc.
2.5 Use of Proceeds, plans to complete offering. Contingencies if funding is not completed.

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283 S Escondido Blvd., Escondido CA 92025 | Phone: 760.233.2863 | Fax: 760.888.2388
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3. Show stoppers
3.1 Harmful pre-existing agreements
3.2 Unsettled management team issues
3.3 Disruptive or complex shareholders issues
3.4 Inadequate IP protection
3.5 Excessive current liabilities
3.6 Inappropriate use of proceeds 3.7 Un-realistic valuation, not enough upside for the risk
4. Funding needs and proposed terms
4.1 Funding objectives
4.2 Use of proceeds
4.3 Proposed closing date
4.4 Adequacy of stock option plan?
4.5 Board Composition
4.6 Re-vesting for founders and key employees
4.7 Valuation and price per share
5. Management team assessment
5.1 Review resumes
5.2 Founders history with company
5.3 Reference checks
5.4 Third-party background checks
5.5 Qualities of team:
A. What is motivation? Financial stake?
B. Functional expertise
C. Professional and personal accomplishments
D. Track record in previous positions
E. Prior direct selling experience
F. Domain expertise
G. Extent of financial commitment
H. Compatibility of team members
I. Prior P&L experience
J. Key hires and candidates, if any

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283 S Escondido Blvd., Escondido CA 92025 | Phone: 760.233.2863 | Fax: 760.888.2388
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5.6 Qualities of CEO
A. Personal qualities as an entrepreneur and manager
B. Experience managing people
C. Willingness to share equity
D. Integrity, trust and leadership qualities
E. Outside activities and distractions
F. Ability to attract/recruit advisors and experts
5.7 Who are the advisors and directors? What is their financial commitment?
5.8 Why are or were they willing to join the team?
6. Current business status
6.1 Cash on hand and monthly burn rate
6.2 Time table for funding
6.3 Short term objectives
6.4 Funding options
6.5 Strategic milestones
7. Business plan overview - Key questions
7.1 Who is the customer? Where is the pain or problem?
7.2 How does the customer make decision about this product or service?
7.3 How compelling is the decision to purchase?
7.4 What is the likelihood of adoption?
7.5 How will the product or service be priced?
7.6 Are margins in line with industry norms?
7.7 How will the business reach the identified customer segments?
7.8 How much will it cost in time and resources to acquire the customer?
7.9 What are the costs to produce and deliver the product or service?
7.10 How much does it cost to support a customer?
7.11 How easy is it to retain a customer?

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283 S Escondido Blvd., Escondido CA 92025 | Phone: 760.233.2863 | Fax: 760.888.2388
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8. Market opportunity
8.1 Define total available market
8.2 Identify market segments and projected growth rates
8.3 Define the problem or pain for the end user or customer
8.4 What is prevailing industry business model? Switching costs?
8.5 What is selling cycle? How is relationship sustained?
8.6 Who are first movers and leaders?
8.7 Use Venture One database to identify emerging competitors
8.8 Collect industry articles relevant to available market
9. Products and services
9.1 How well does product and service offering solve problem above?
9.2 How well is product and service differentiated from alternatives?
9.3 Determine stage of product development?
9.4 Define milestones to launch or scale
9.5 Review product and service offerings:
A. Value proposition
B. Proprietary features
C. Product life cycle
D. Perceived barriers to entry
E. Competitive lead times
F. Patent protection
9.6 Evaluate product from customer's or end-user's perspective:
A. Brand awareness
B. Perceived value and general reputation vs competitors
C. Buyer motives
D. Substitutes and complementary products
E. Quality trade-offs
9.7 Assess technology components:
A. Rose of customer in R&D process
B. Beta site results
C. Proprietary technology
D. Patent protection

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283 S Escondido Blvd., Escondido CA 92025 | Phone: 760.233.2863 | Fax: 760.888.2388
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10. Competitive analysis
10.1 Analyze competitor business models for comparative strengths and weaknesses
10.2 Review management's competitive matrix
10.3 Confirm competitive landscape? Consider existing and potential entrants 10.4 Determine
adequacy of barriers to entry and degrees of protection
10.5 Review and rank competitors by:
A. First mover advantage
B. Product selection and web site features
C. Capitalization and access to capital
10.6 Evaluate competitive or comparable web sites for design, functionality and traffic
11. Marketing and sales strategy
11.1 Define target customers
11.2 How clear is marketing and sales strategy?
11.3 Contact strategic partners and/or marketing partners
11.4 What is branding strategy vs. competition?
11.5 Compare offline and online campaigns vs. industry norms
11.6 How affordable are marketing and promotional programs?
11.7 Who are distributors, intermediaries or agents in various market channels?
11.8 Determine customer acquisition costs
11.9 How strategic is customer data base information?
12. Operations and logistics plan
12.1 Evaluate IT infrastructure
12.2 Adequacy of fulfillment plan
12.3 Resources to outsource
12.4 Customer service and support
12.5 Facilities
13. Financial model and business economics
13.1 Evaluate assumptions supporting revenues sources
13.2 Gross profit margins vs. competitive norms
13.3 Staffing plan
13.4 Monthly expense budgets
13.5 Equipment budget

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283 S Escondido Blvd., Escondido CA 92025 | Phone: 760.233.2863 | Fax: 760.888.2388
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13.6 Financial statements projections
A. Best case
B. Worst case
C. Time to break even
13.7 Cash on hand, burn rate
13.8 Balance sheet and cash flow forecast
13.9 Detail for current liabilities
13.10 Future funding needs
A. Critical milestones
B. Likely sources and timing for next funding
14. Web site review
14.1 What is unique vs. competitive sites?
14.2 Review web site design, look and features
14.3 Determine adequacy of web site development partner
14.4 How is content refreshed?
14.5 Beta site launch date and related promotion
14.6 What are products and services offered?
14.7 E commerce software and infrastructure
14.8 Links with other sites
14.9 Logistics for fulfillment
15. Resources to outsource
15.1 Technical:
A. Web site development
B. Hosting
C. Software support
15.2 Marketing:
A. Logo and branding strategy
B. Public relations
C. Customer support