Due Diligence Checklist

LEGAL DUE DILIGENCE CHECKLIST FOR -

1125315 ALBERTA LTD.,

1. General Corporate Compliance/Organizational Information.

□ A. Review the articles of incorporation and bylaws of the seller, and any/all amendments.

□ B. Review the minute book of the seller.

□ C. Verify that the seller is duly incorporated and in good standing in the state of its incorporation.

□ D. Verify that the seller is qualified to do business in all states in which it transacts business.

□ E. Review all stock certificates and determine the number and type of the authorized and issued shares of stock of the seller and the registered owners of the issued and outstanding shares.

□ F. Determine whether there are options, warrants, or other rights to acquire shares outstanding.

□ G. Review stock transfer records of the seller.

□ H. Review all agreements between the seller and its shareholders.

□ I. Review securities law filings under state and federal securities laws.

2. Financial and Tax Information

□ A. Review the financial statements, balance sheets and income statements of the seller, including all profit and loss statements for the current year and the past 3 years.

□ B. Review all budgets, business plans, projections and management reports prepared by the seller within the past 3 years.

□ C. Review the seller’s accounts payable, including their quality, aging and composition, and determine if there are any disputed accounts.

□ D. Secure credit reports.

□ E. Review any forecasted income statements and balance sheets. if available, for both the current and following fiscal years, or for such periods as forecasts have been prepared, and the assumptions upon which the forecasts are based.

□ F. Review seller’s pricing policies and compliance.

□ G. Review seller’s inventory valuation, turnover and obsolescence review

□ H. Determine whether the seller has any secured financing, including accounts...