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BK 01094054 COURT OF QUEEN'S BENCH OF ALBERTA CALGARY A SUPERIOR VENTURE INC. WAYPOINT CAPITAL CORPORATION INTERIM RECEIVER'S SECOND REPORT November 10, 2010

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>1! CALGARY, ALBERTA

ADDRESS FOR SERVICE AND CONTACT INFORMATION OF PARTY FILING THIS DOCUMENT

INTERIM RECEIVER Alger & Associates Inc. 400, 602 --11th Avenue SW Calgary, Alberta T2R 1J8 Bruce Alger Phone: (403) 298-5800 Email: [email protected]

WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010

Table of Contents

Exhibits Introduction Limitations of Report Summary of the Receiver's Activities Estimated Financial Position Reviewable Transactions Fees Conclusion 2 3 3 4 6 16 17 17

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WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010 Exhibits

Exhibit 1 -- Reconciliation of Book Value Oct. 4, 2010 to Updated Book Value November 8, 2010 Exhibit 2 -- $97,744 Promissory Note from Murray Fulton to WayPoint Capital Corporation dated August 10, 2008 Exhibit 3 -- $50,000 Promissory Note from Murray Fulton to WayPoint Capital Corporation dated October 8, 2007

2

WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010 Introduction 1. Alger & Associates Inc. ("Alger") was appointed Interim Receiver (the "Receiver") of WayPoint Capital Corporation ("WayPoint" or the "Company") pursuant to an Interim Receivership Order granted by the Honourable Justice C. A. Kent of the Court of Queen's Bench of Alberta 2. WayPoint filed a Notice of Intention to Make a Proposal on October 4, 2010 and Bromwich & Smith Inc. consented to act as Trustee under the Notice of Intention to make a Proposal. 3. The Receiver provided its first report (the "First Report") to the Court on October 5, 2010. The First Report was prepared without the cooperation of WayPoint. The Second Receiver's Report (the "Second Report") has been prepared to update the Court with the activities and findings of the Receiver since that date. The Company has cooperated with the Receiver in the preparation of the Second Report. 4. A preliminary cash flow statement pursuant to s. 50.4(2) of the Bankruptcy and Insolvency Act was filed on October 14, 2010 by the Trustee, Bromwich & Smith Inc. (the "Trustee"), and a copy was provided to the Receiver upon request. 5. The Receiver is of the understanding that a proposal was filed on November 4, 2010. Creditors should expect to receive a copy of this proposal and related documents from the Trustee, Bromwich & Smith Inc. Limitations of Report 6. The information contained in this report has been obtained from the records of WayPoint and from discussions with Murray Fulton ("Fulton") and Mark Huolt ("Huolt") and various third parties. Fulton is the 100% shareholder of Waypoint and Huolt was previously employed by WayPoint. The Receiver has relied on this information and has not performed an audit, review or other verification of such information. Should additional information become available from Fulton, the Receiver's report may be altered accordingly. 7. The Receiver assumes no responsibility or liability for any loss or damage occasioned by any party as a result of the circulation, publication, reproduction or use of this report. Any use 3

WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010 which any party makes of this report, or any reliance on or decisions to be made based on it is the responsibility of such party.

Summary of the Receiver's Activities 8. The Receiver has continued to perform its duties as Interim Receiver to conserve the Company's property and business. 9. The Receiver met with Fulton, Huolt and the Trustee on October 6, 2010, at which time WayPoint provided comments on the First Report and procedures were agreed upon between WayPoint and the Receiver regarding ongoing operations, access to the books and records and the roles of the three parties. Additionally, WayPoint provided the Receiver with information to reconcile the investor loan account and various details of ongoing legal actions. 10.The Receiver met with counsel for A Superior Venture Inc. on October 18, 2010 to provide an update on the activities of the Receiver. 11.The Receiver's Statement of Receipts and Disbursements for the period September 22, 2010 to November 8, 2010 and related comments follow on the next page.

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WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010

In the Matter of the Interim Receivership of Waypoint Capital Corporation Statement of Receipts & Disbursements September 22, 2010 to November 8, 2010

Cash in bank, September 22, 2010 RECEIPTS Accounts receivable Cat Trax loan repayment Interest on Cat Trax loan Rebate collection and payable to AKTT DISBURSEMENTS Legal fees - Company Management fee - M. Fulton Operating expenses Bookeeping services GST

$130,059

53,577 20,000 1,200 3,850 78,627 34,545 5,000 3,570 1,966 1,230 46,311 $162,375

Cash in Trust, November 8, 2010

12. Cash in Bank -- $130,059. Funds in the amount of $30,495 and $99,564 were received from TD and RBC on October 14th and 15th, 2010, respectively. 13.The Receiver collected accounts receivable of $53,577 as well as repayment of a loan and interest due from Cat Trax in the amount of $21,200. The factored account receivable from AKTT was also collected however it appears that this amount may be due back to AKTT as a rebate. 14.Legal fees -- Company - $34,545. The Receiver, with Company approval, issued payments to WayPoint's counsel for various corporate matters. The table below summarizes these matters and the amounts paid.

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WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010

Summary of Legal Fees Paid by WayPoint September 22 to November 8, 2010

Firm

Matter

Amount

Fraser Milner Casgrain DMBH LLP DMBH LLP Strype Banisters LLP

Alberta Securities Commission investigation WayPoint v. Alternative Energy - o/s fees and retainer General corporate matters outstanding fees WayPoint v. Jackman oustanding legal fees

$ 5,000 11,751 2,759

15,034 $ 34,545

15.Management fee -- $5,000. The Receiver paid $5,000 to Fulton which is consistent with Fulton's monthly fee prior to the Receiver's appointment. Fulton has indicated that there is no written management agreement between himself and WayPoint. 16.Bookkeeping expenses -- $1,966. WayPoint had previously engaged Shirlene Crutchley to perform bookkeeping services for WayPoint.

Estimated Financial Position

17.WayPoint provided the Receiver with a general ledger corrected and updated from the original October 5, 2010 general ledger to the effective date of November 4, 2010. The updated ledger did not include transactions which had been recorded through the Receiver's trust account for the Company and the Receiver has since provided details of these transactions to the Company. The Receiver has identified and made further adjustments to bring the general ledger up to date and the adjustments are provided in the Reconciliation of Book Value as at November 8, 2010 which is attached as Exhibit 1. 18.The Receiver has prepared an updated Estimated Financial Position on a liquidation basis, which is presented below. This estimate is subject to change upon receipt of additional information.

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WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010

WayPoint Capital Corporation Estimated Financial Position - Liquidation Basis As at November 8, 2010

Assets

Cash Cash - 1359660 AB Ltd. Accounts receivable factors Participation agreement with Jobel Trade Finance Loan to Aemulus Corporation/Jackman Loan to Contemporary Key Investments Inc. Shareholder loans receivable: Shareholder loan - Murray Fulton Shareholder loan - Mark Huolt Deposit on Astoria condominiums Promissory note (purchase of Petro Energy) Furniture and equipment GST receivable Loan to Cal Holland Canadian Rockies Petroleum Corp. Shares

Updated Book Value Nov 8, 2010 Exhibit 1

$162,375 8,108 319,957 150,000 90,000 822,500 155,680 4,330 56,700 50,000 13,675 50,000 1,883,325

Estimated Realization

Low

$162,376 8,108

thg,h

$162,376 8,108 503,039 150,000 85,000 822,500 155,680 4,330 56,700 200,000 10,000 13,675 40,000 50,000 2,261,408

(50,000) 772,500 155,680 46,700 50,000 1,000

1,146,364

Liabilities Accounts payable Advances from McFarlane and Gottselig Rebates payable to accounts receivable factors Sahuri vs. WayPoint Investor loans

22,168 50,000 40,389 2,350,000 2,462,558 ($579,232)

22,168 50,000 40,389 400,000 2,350,000 2,862,557 ($1,716,193)

22,168 50,000 40,389 172,000 2,350,000 2,634,557 ($373,149)

Estimated shortfall

Assets

19. Cash - $162,375. The Receiver has controlled various receipts and disbursements for WayPoint as shown in the statement of Receipts and Disbursements for the period September 22, 2010 to November 8, 2010 presented above.

20. Cash - 1359660 Alberta Ltd.- $8,108. The Receiver has determined that recent investor loans to WayPoint have been deposited to a bank account belonging to 1356990 Alberta Ltd. ("135"), and labelled "1356990 Alberta Ltd. o/a WayPoint Capital". A recent corporate search shows 7

WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010 Fulton and Huolt each hold 50% of the shares of 135, and are listed as directors. Huolt has provided a copy of his resignation as a director and officer of 135, as well as an agreement for the transfer of his shares to Fulton both effective on September 2, 2009.

21. As 135 has been used as a conduit for various receipts and disbursements belonging to WayPoint the Receiver has requested the remaining funds from 135's bank account be paid to the Receiver.

22. Receipts and disbursements from the 135 bank account have been consolidated into the WayPoint general ledger as follows:

1359660 Alberta Ltd. Receipts and Disbursements July 16 to September 1, 2010

Receipts 16-Jul-10 Investor loan - Andrew Martin 04-Aug-10 Investor loans - Robert Bennett

$150,000 100,000 250,000

Disbursments 23-Jul-10 Advance to Jobel Trade Finance 04-Aug-10 Gordon Huolt Loan repayment 10-Aug-10 Andrew Martin Interest payment Bank charges

150,000 90,000 1,875 17 241,892 $8,108

Cash

23. Accounts receivable factors -- $319,957. An updated aging schedule has been prepared by the Receiver and is presented below.

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WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010

WayPoint Capital Corporation Aging Schedule - Factored Accounts Receivable November 8, 2010

91 - 120 AKTT Enterprises Ltd. Alternative Energy Chaleur Construction Groveware Technologies Meridian Canada Franchises Ian Archibald (Meta4Hand) Universal Professionals

121 - 150

>150 $130,000

TOTAL $130,000 16,002 54,643 79,144 17,750 5,500 $303,039 $16,918 $319,957

16,002 54,643 79,144 17,750 $5,500 $39,252

$

$263,787

WayPoint unassigned amount Book value, November 8, 2010

24. The Company previously indicated to the Receiver that the factored accounts receivable with Chaleur Construction and Ian Archibald had been collected, however the Company has not reconciled these accounts and a preliminary review by the Receiver does not indicate that these amounts were repaid.

25. WayPoint wrote off an account receivable from Alternative Energy in the amount of $550,920 and recorded it as a receivable amount held in Court of $130,000 which could be released to WayPoint if a judgement in its favour is obtained. These advances were made to Alternative Energy pursuant to factoring agreements for invoices that WayPoint considered legitimate. It is now believed that Alternative Energy was conducting fraud and the invoices were forged. WayPoint's counsel has also indicated that a recovery from the seizure of property traced to these funds in the amount up to $200,000 may be possible with further Court action.

26. WayPoint's counsel in this matter, DMBH LLP, has been paid a retainer to proceed with this action. DMBH LLP's intended course of action is to amend the statement of claim to include additional parties, and seek a summary judgement. WayPoint's counsel believes that the matter will not be contested by Alternative Energy and the other defendants, as there are criminal 9

WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010 charges pending against these persons. After judgement has been obtained, WayPoint's counsel will be able to pursue attachment orders against specific assets traced to these funds for up to a further $200,000.

27. Groveware Technologies and Meridian Canada Franchises -- $54,643 and $79,144. The Receiver has contacted representatives from both companies. Both amounts are outstanding as the invoices are in dispute between these two companies and their customers. The Receiver is making arrangements with both companies for repayment. The loans accrue interest on a daily basis.

28. Universal Professionals -- $5,500. WayPoint originally made this loan on a no fee, no interest basis to Universal Professionals ("Universal"). The agreement between WayPoint and Universal was executed by Lindsay Meyer, a creditor of WayPoint who is owed $100,000 related to an investor loan. Huolt indicated this loan was made to Universal to compensate Lindsay Meyer for non-payment of interest due to her for this loan. Universal has indicated that Lindsay Meyer was not a signing authority of the company and refuses to repay this loan. The factored account receivable was repaid directly to Universal sometime in August or September 2010. The Receiver intends to ensure that action is taken to collect this amount.

29. Participation agreement with Jobel Trade Finance ("Jobel") -- $150,000. WayPoint, via 135, advanced $150,000 to Jobel on July 23, 2010. The Receiver has only recently been provided information to confirm that this amount was in fact paid to Jobel and the Receiver is currently awaiting an explanation and documentation from the Company on the nature of the investment to assess the likelihood of recovery.

30. Advance to related company -- $99,000. As discussed in the First Report, $300,000 was advanced to Capital Now Inc. ("CNI") through 135 and pursuant to a joint venture agreement that was never finalized. $99,000 was recorded as still receivable from CNI. WayPoint has indicated that this outstanding receivable is the result of a bookkeeping error. The Receiver has identified $90,000 received on April 12, 2010 from CNI. No further funds are expected to be recovered from CNI. 10

WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010

31. Loan to Aemulus Corporation -- $90,000. This loan is in default and legal action has been commenced by WayPoint as discussed in the First Report. Based on the Receiver's discussions with WayPoint's counsel, any recovery will require litigation. The amount recovered may be as high as $135,000 less estimated legal fees as much as $50,000. Mediation is scheduled to be complete by the end of December 2010 and a trial date will be set after mediation, likely sometime in mid 2011.

32. Loan to Contemporary Key Investments Inc. ("CKI") - $822,500. As discussed in the First Report, CKI borrowed $822,500 to make deposits on condominiums in the Astoria on 10th Calgry eal staeproject.Constructionhasceasdforsmetimenow,andtheprojectap ears to be in serious financial difficulty. Further to the First Report, $372,500 is being held in trust by Gerald Masuch, the lawyer who received the original deposit, and $450,000 was paid to the developer which is insured by National Home Warrantee ("NHW"). To date, NHW has not confirmed the timing or amounts which might ultimately be refunded. Funds in trust with Gerald Masuch cannot be released until NI-IW approves the release of these funds and from discussion with Gerald Masuch it appears likely that there will be some time delay before funds are releasable and NHW pays out on the insurance for the amounts previously paid to the developer. It may be necessary to engage legal counsel to pursue this matter and apply pressure on NHW. The Receiver has estimated legal costs to be $50,000.

33. Contemporary Key Investments Ltd. ("CKI") had previously pledged land as security for the loan provided by WayPoint. The Company's security had not been registered by WayPoint at the time the loan was granted, and has since been registered by the Receiver. The first mortgagee on the land was proceeding with a foreclosure, and a request was made for a postponement of the CKI caveat in order to allow for a refinancing of the first mortgage debt and to provide funds to develop the land. After reviewing the matter, the Receiver has agreed with this postponement.

11

WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010 34. The loan to CKI is also guaranteed by Cam McFarlane ("McFarlane"), CKI's principal. This guarantee is further supported by a pledge of personal assets. The estimated recovery on this guarantee cannot currently be determined, however McFarlane has indicated that his financial position is not strong.

35. In the event that construction of the Astoria on 10 th project does proceed and the project is completed, WayPoint has prepared an estimate of the realization on the loan to CKI to be $1,853,843, which is calculated as follows:

WayPoint Capital Corporation CKI Loan Realization Assuming Completion of Astoria Project As at October 8, 2010 Original loan Accrued interest Fees Sale of condo $822,500 604,537 26,806 400,000 $1,853,843

Per analysis provided by Mr. Fulton

36. The loan to CKI was advanced in September of 2007 and due August 14, 2010. Interest accrues at 21% on the loan CKI.

Shareholder Loans Receivable

37. Shareholder Loan -- Murray Fulton - $155,680. The Receiver has summarized Fulton's shareholder loan account in the table below:

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WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010

Shareholder Loan Receivable Murray Fulton August 3, 2006 to November 8, 2010

Disbursements Closing costs - Strathearn house Purchase of Lexus SC430 Mortgage, utilities, tax and other - Strathearn Other

$97,744 75,600 61,090 44,959 279,393

Receipts and credits Repayment Office expenses paid personally

78,026 45,687 123,713

$155,680

Receivable from Murray Fulton

38. Closing costs -- Strathearn house - $97,744. WayPoint made two advances for closing costs on 89 Strathearn Gardens, Calgary. The first was on March 24, 2008 in the amount of $50,000 and the second was in the amount of $47,744 on May 28, 2008. WayPoint received a promissory note from Murray Fulton in the amount of $97,744, and attached as Exhibit 2. This note, including accrued interest, is not due until August 2018. Mr. Fulton has confirmed that the prescribed rate is that of Canada Revenue Agency which it charges taxpayers on late payments.

39. Purchase of Lexus SC430 -- $75,600. The bill of sale for the vehicle was in WayPoint's name when purchased, and is now registered to Murray Fulton. Fulton has indicated that he has repaid WayPoint for this advance and that it is included in the $78,026 of repayments above.

40. Shareholder loan -- Mark Huolt - $4,330. The Receiver requested repayment of these funds on October 2, 2010 but to date no amounts have been paid by Huolt to the Company.

13

WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010 41. Deposit on Astoria condominiums -- $56,700. WayPoint advanced the funds as deposits on two condominiums in the Astoria on 10 th building, but Fulton has been unable to produce a purchase and sale agreement. Information from Gerald Masuch shows both receipts recorded in the personal names of Fulton and Huolt. The funds were released to the developer and are insured by NHW. To date, NHW has not confirmed the timing or amounts which might ultimately be refunded, and legal action may be necessary to recover on the NHW insurance.

42. Promissory note -- $50,000. WayPoint advanced $50,000 to Petro Energy Corp. on September 21, 2009 to purchase 200,000 shares of this company at $0.25 per share. The Receiver has confirmed with Petro Energy Corp and its counsel that these shares are registered in the name of WayPoint and that the share certificates are held by McCarthy Tetrault, legal counsel to the company. Based on its website and discussion with the company CFO, Petro Energy Corp. is a private company which has a current offering for the same shares at $1 per share. The Receiver had searches performed for these shares on public and Over-the-Counter markets, with no results. The Receiver has not determined if a market exists for these shares. The Receiver has located a Promissory note from Fulton in favour of WayPoint which is attached as Exhibit 3. Fulton has told the Receiver that these shares were purchased for him by WayPoint in consideration for this promissory note.

43. Loan to Cat Trax -- $20,000. This loan was repaid on October 27, 2010.

44. Loan to Cal Holland -- $40,000. WayPoint advanced $30,000 to Cal Holland ("Holland") at 55% interest with a $10,000 early payment penalty. The loan is secured by an assignment of proceeds on the sale of specified lands as well as a general security agreement from Global Robotics Technologies. The loan was made to Holland while he was bankrupt, and the assignment of proceeds was acknowledged by his Trustee, Bruce Hudson. The Receiver has confirmed with Bruce Hudson that the property has been sold and that Waypoint, pending approval from the Court, will likely be receiving funds. Bruce Hudson was unable to confirm whether there would be sufficient funds to repay the entire advance as there are a number of other encumbrances on title which will require a legal review that has not yet been completed.

14

WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010 45. Shares -- $50,000. WayPoint advanced $50,000 to Black Sea Oil & Gas Ltd. on August 20, 2007 for the purchase of 200,000 shares of this private company at $0.25 per share. The Receiver has confirmed with Black Sea Oil & Gas Ltd., which recently changed its name to Canadian Rockies Petroleum Corp., that these shares are registered in the name of WayPoint. The shares underwent a 3:1 split in 2008, and there are currently 600,000 shares registered in the name of WayPoint. Black Sea Oil & Gas Ltd. has confirmed that 200,000 of these shares are in their possession; however 400,000 shares were mailed to WayPoint in 2008 and have not been located by the Receiver. WayPoint has not been able to produce these share certificates. The Receiver had searches performed for these shares on public and Over-the-Counter markets, with no results. The Receiver has not been able to determine if a market exists for these shares.

Liabilities

46. Accounts payable -- $22,168. The Receiver has approved and paid invoices of $29,133 upon the request of WayPoint, some of which were payments of accounts payable. The Receiver has not performed a reconciliation of WayPoint's accounts payable ledger.

47. Advances from Cam McFarlane and MikeGottselig -- $50,000. WayPoint has recorded receipts of $10,000 and $40,000, and corresponding accounts payable to Cam McFarlane ("McFarlane") and Mike Gottselig ("Gottselig"), respectively. McFarlane and Gottselig have both confirmed that they have not received any consideration for funds they advanced. Gottselig has indicated that he was expecting to receive shares in the Canadian Rockies Petroleum Corp., or confirmation of the transaction on WayPoint letterhead. Further, both have confirmed that no written agreement exists between themselves and WayPoint with respect to these funds. Fulton disputes the accounting treatment of these advances as a liability of the Company and maintains that although the funds were deposited to the Company, this $50,000 was advanced to him personally to be used for the purchase of shares in the Canadian Rockies Petroluem Corp. on behalf of McFarlane and Gottselig. Accordingly, Futon has suggested a more appropriate accounting treatment for this transaction would be to record it through his shareholder account.

48. Rebates payable to accounts receivable factors -- $40,389. These rebates are payable to factoring debtors upon full performance of the factoring agreement with WayPoint. The books and

15

WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010 records related to the factored accounts receivable and corresponding rebate liabilities are not up to date and accordingly, the Receiver has not been able to reconcile these amounts or approve any refunds in this regard.

49. Investor Loans -- $2,350,000. A list of Investor loans and the amount owed by WayPoint is provided below. WayPoint Capital Corporation Creditor List November 8, 2010

A Superior Venture Inc. Robert Bennett Gord Johansen Lindsay Meyer Brent and Paula Noble John Stewart Alastair Smith Andrew Martin

Deposited to WayPoint135 $200,000300,000 200,000 100,000 800,000 100,000 200,000 150,000 150,000 150,000 $1,800,000 $550,000

Total $500,000 300,000 800,000 100,000 200,000 150,000 150,000 150,000 $2,350,000

50. Sahuri v WayPoint -- Sahuri has sued Waypoint for a return of $420,000 which they allege was overpaid as a fee for sourcing refinancing. The suit is in the preliminary stages and the current worst case estimate is that WayPoint might be liable to repay $172,000.

Reviewable Transactions 51. In addition to the investors listed above, Gordon Huolt was an investor in the amount of $150,000. This loan was repaid in two instalments, the first on August 4, 2010 in the amount of $90,000 with funds from 135 and the second repayment on August 10, 2010 in the amount of $60,000 with funds from WayPoint.

16

WayPoint Capital Corporation Interim Receiver's Second Report November 10, 2010 52. These payments are being examined in more detail by the Receiver and may represent a transfer at undervalue pursuant to the Bankruptcy and Insolvency Act or a Preference under the Fraudulent Preferences Act and as such could be attacked and potentially repaid to the Company.

Fees 53. The Receiver has incurred fees to November 9, 2010 of $62,000 and disbursements of $450. The Receiver has spent a considerable time identifying and securing WayPoint's assets, corresponding with third parties to confirm information not present in WayPoint's records, and performing activities including collections of the factored accounts receivable.

Conclusion 54. The Receiver makes this report for the information of the Court and to assist in its deliberation concerning the future of WayPoint and to apprise all stakeholders of the current financial position of WayPoint.

Respectfully submitted this 10t h November, 2010. Alger & Associates Inc., Interim Receiver of WayPoint Capital Corporation

Per: Bruce E. Alger

17

WayPoint Capital Corporation Reconciliation of Book Value As at November 8, 2010 First Report Book Value Oct 5, 2010 S130,059

777,535 100,000 99,000 90,000 822,500 147,000 56,700 75,600 18,000 20,000 10,000 13,675 10,000

Exhibit 1

Second Report Receiver's Updated Book Receipts & Value Nov 8, 2010 Adjustments Note Disb. 32,316 162,375 8,108 8,108 1 (404,001) (53,577) 319,957 3 (100,000) 150,000 150,000 4 (99,000) 5 90,000 822,500

8,680 4,330 (75,600) 50,000 (18,000) (20,000) (10,000) 13,675 (10,000) 50,000 50,000 1,883,325 12 13 11 155,680 4,330 56,700 50,000 6 7 8 9 10

Assets Cash Cash - 1359660 AB Ltd. Accounts receivable factors Advances to unkown payees Participation agreement with Jobel Advance to 135 re Capital Nov Inc. Loan to Acmulus Corporation/Jackman Loan to Contemporary Key Investments Inc. Shareholder loans receivable: Shareholder loan - Murray Fulton Shareholder loan - Mark Huolt Deposit on Astoria condominiums Lexus vehicle Promissory note (purchase of Petro Energy) Other advances Loan to Cat Trax Furniture and equipment GSI' receivable Part interest in boat Loan to Cal Holland Canadian Rockies Petroleum Corp. Shares

2,370,069

Liabilities Accounts payable Advances from McFarlane and Gottselig Rebates payable to accounts receivable factors Investor loans Sahuri vs. WayPoint

12,600 47,175 2,390,000 2,449,775

16,989 50,000 (6,786) (40,000)

(7,420)

22,168 50,000 40,389 2,350,000 2,462,558

14 15

Excess of liabilities over BV of assets

(S79,706)

(465,686)

(33,840)

(S579,232)

Notes to Adjustments of November 8, 2010 Reconciliation

Exhibit 1

Note Explanation 1The accounting records of 135 were consolidated with WayPoint's general ledger 2WayPoint wrote off the Alternative Energy A/R 3Reclassified as Promissory Note - S50,000 and Shares - S50,000 4The accounting records of 135 were consolidated with WayPoint's general ledger 5S90,000 was received and recorded and no addition funds expected 6WayPoint made adjustments to this account, and the Receiver corrected an error to this account. The Receiver separated the s/h loan accounts of Mr. Fulton and Mr. Huolt 7 8The Receiver removed the Lexus from WayPoint's estimated financial position 9Promissory note attached at Exhibit 3 10The Receiver moved these amounts to Mr. Fulton and Mr. Huolt's accounts 11WayPoint removed the book value of furniture and equipment from the ledger 12WayPoint confirmed there is no interest in a boat 13Reclassification from unknown payees 14Amounts payable to Gottselig and McFarlane have been recorded as a liability and removed as a credit aginst amounts due from Murray Fulton. 15WayPoint made adjustments to correct the loan account, consolidated loans advanced to 135, and the Receiver removed an amount related to Capital Now

Exhibit 2

Murray Fulton 89 Strathearn Gardens SW Calgary, Alberta T3H 2R1

PROMISSORY NOTE Amount of $97,744,11.00 CAN;

August 10th 2008 Payable at Calgary; Due August 10th 2018 For Value received, Murray Fulton, does PROMISE TO PAY to WayPoint Capital Corporation (the "Promisee") of the City of Calgary, in the Province of Alberta, the sum of $97,744.11 CAN DOLLARS together with interest thereon at the rate equal to the prescribed government rate, simple interest, not in advance, both before and after maturity (unless postponed or advanced by mutual consent of the Promisee and the Undersigned) to and until the le day of August, 2018 when all amounts outstanding become due and payable unless mutually agreed. If the Undersigned defaults in any payment of interest, then the whole of the interest due shall, at the option of the Promisee, immediately become due and payable without notice and interest shall continue at the same rate as set out herein, until the full amount is repaid. If the Undersigned defaults and the interest is repaid if full at any time prior to 48 months, then without notice the loan shall continue at the same rate as set out herein, until the full amount is repaid at maturity. Should the interest not be paid to current due, the entire loan of principle and interest is payable. Provided the loan has not been in default, the Undersigned shall have the privilege of pre-paying without notice or bonus the whole of the principal sum hereby secured at anytime.

IN WITNE WHEREOF the Undersigned has hereunto affixed its signature intending to be legally bound this day of , 2008 WAYPO C L CORPORATION Per:

Exhibit

3

Murray Fulton CO; WayPoint Capital Corp. 1700, Varsity Esates Drive NW

TO:

PROMISSORY NOTE Loan in the amount of $50,000 October 8th 2007 Murray Fulton has borrowed monies from Waypoint Capital for shares and; as an officer of Waypoint, does PROMISE TO PAY to WayPoint Capital the sum of ($50,000

CAN) and promises to pay interest at whatever the government rate is on similar loans not to exceed 5.0% pa interest to 1 st day of October, 2017 when all amounts outstanding become due and payable unless mutually agreed.

If the borrower defaults at any point but the interest is repaid at any time prior to October 1s t 201thenosalbcnidergostanidcuewthormdy.

It is agreed that should the share value fall beneath the $50,000.00 then Waypoint agrees to indemnify the borrower to any amount under a agrees to take the capital risk thereof.

I agree to the above

day of

, 2007

WayPoint Capita

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