Verecloud (VCLD) 8-K/A Financial Statements and Exhibits

Exhibit 99.1

Table of Contents

Financial Statements	Page
Proforma Balance Sheets	1
Proforma Statements of Income	2-3
Note to Proforma Combined Financial Statements	4

NETWORK CADENCE, INC.

PROFORMA BALANCE SHEETS

Unaudited

	June 30, 2009 Cadence II, LLC				April 30, 2009 Network Cadence, Inc.		Proforma Adjustments			Proforma Consolidated
ASSETS
Current Assets
Cash	$	540,479		$	2,092					$	542,571
Accounts receivable		1,372,860			—						1,372,860
Other current assets		72,163			—						72,163
Total current assets		1,985,503			2,092						1,987,595
Property and Equipment
Computer related		74,927			—						74,927
Equipment and machinery		33,735			—						33,735
Other property and equipment		28,384			4,594						32,978
Subtotal		137,046			4,594						141,640
Accumulated depreciation		(65,000	)		—						(65,000	)
Net property and equipment		72,046			4,594						76,640
Other Assets
Security deposits		22,785			—						22,785
TOTAL ASSETS	$	2,080,334		$	6,686					$	2,087,020
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	214,980		$	1,385					$	216,365
Current portion of long term debt		1,120,000			—						1,120,000
Accrued liabilities		41,184			11,575						52,759
Total current liabilities		1,376,163			12,960						1,389,123
Long term debt		1,680,000			—						1,680,000
Total liabilities		3,056,163			12,960						3,069,123
Commitments and Contingencies (Notes 1, 3, 4, 5, 7 and 8)
Stockholders’ Equity (Deficit)
Preferred stock - $0.001 par value, 5,000,000 shares authorized:
No shares issued or outstanding
Common stock - $0.001 par value, 100,000,000 shares authorized:					920		10,580		(1)		11,500
11,500,000 shares issued and outstanding
Additional paid-in capital					44,080		(44,080	)	(2)		—
(Deficit) accumulated during the development stage					(51,274	)	51,274		(2)		—
Retained earnings (accumulated deficit)							(993,603	)	(2)		(993,603)
Members equity (deficit)		(975,829)					975,829		(2)		—
Total stockholders’ equity (deficit)		(975,829)			(6,274	)	—				(982,103)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,080,334		$	6,686		—			$	2,087,020

See notes to proforma financial statements.

1

NETWORK CADENCE, INC.

PROFORMA STATEMENTS OF INCOME

Unaudited

	Six months ended June 30, 2009 Cadence, LLC			Six months ended April 30, 2009 Network Cadence, Inc.			Proforma Adjustments			Proforma Consolidated
Revenue	$	4,445,989		$	—		$	—		$	4,445,989
Cost of goods sold		2,145,231			—			—			2,145,231
Gross profit		2,300,758			—			—			2,300,758
Operating Expenses
Salary and wages		515,140			—			—			515,140
Recruiting and hiring expense		9,594			—			—			9,594
Consulting expense		55,125			6,000			—			61,125
Marketing expense		285,799			—			—			285,799
Rent		72,898			—			—			72,898
Legal and accounting		53,667			3,760			—			57,427
Office expense		18,790			—			—			18,790
Travel and entertainment		17,331			—			—			17,331
Insurance		8,845			—			—			8,845
IT		19,142			—			—			19,142
Equipment rental		1,251			—			—			1,251
Utilities		11,370			—			—			11,370
Depreciation		28,112			948			—			29,060
Dues and subscriptions		6,206			—			—			6,206
Other		7,603			1,008			17,774	(3)		26,385
Total operating expenses		1,110,874			11,716			17,774			1,140,364
Operating Income		1,189,884			(11,716	)		(17,774	)		1,160,394
Other Income (Expense)
Interest income (expense), net		(10,344	)		—			—			(10,344	)
Other		—			—			—			—
Other income (expense)		(10,344	)		—			—			(10,344	)
Net income	$	1,179,540		$	(11,716	)	$	(17,774	)	$	1,150,050

See notes to proforma financial statements.

2

NETWORK CADENCE, INC.

PROFORMA STATEMENTS OF INCOME

Unaudited

	Year Ended December 31, 2008 Cadence, LLC		Year Ended July 31, 2008 Network Cadence, Inc.			Proforma Adjustments				Proforma Consolidated
Revenue	$	7,147,618	$	500		$	—			$	7,148,118
Cost of goods sold		3,373,883		398			—				3,374,281
Gross profit		3,773,735		102			—				3,773,837
Operating Expenses
Salary and wages		465,319		9,000			—				474,319
Recruiting and hiring expense		118,642		—			—				118,642
Consulting expense		49,934		799			—				50,733
Marketing expense		248,517		—			—				248,517
Rent		137,222		—			—				137,222
Legal and accounting		78,685		15,935			—				94,620
Office expense		10,730		—			—				10,730
Travel and entertainment		23,328		—			—				23,328
Insurance		7,582		—			—				7,582
IT		46,118		—			—				46,118
Equipment rental		2,314		—			—				2,314
Utilities		18,252		—			—				18,252
Depreciation		26,769		—			—				26,769
Dues and subscriptions		8,662		—			—				8,662
Other		843		2,019			17,774		(3)		20,636
Total operating expenses		1,242,916		27,753			17,774				1,288,443
Operating Income		2,530,818		(27,651	)		(17,774	)			2,485,393
Other Income (Expense)
Interest income (expense), net		32,155		—			—				32,155
Other		428		—			—				428
Other income (expense)		32,584		—			—				32,584
Net income	$	2,563,402	$	(27,651	)	$	(17,774	)		$	2,517,977

See notes to proforma financial statements.

3

NETWORK CADENCE, INC:

Note 1 to Unaudited Pro Forma Combined Financial Statements

The following unaudited pro forma combined financial statements are presented to illustrate the estimated effects of Network Cadence, Inc. (“Network”) having entered into a Share Exchange Agreement (“the Exchange Agreement”), on August 31, 2009, with Cadence II, LLC (“Network Cadence”). Pursuant to the Exchange Agreement, we issued 10,580,000 shares of common stock in exchange for all of the membership interest in Network Cadence. Upon the closing of the transaction, Network Cadence became our wholly-owned subsidiary and Network Cadence’s sole member became the owner of 92.0% of our outstanding common stock.

The unaudited pro forma combined balance sheet as of June 30, 2009 assumes that the Exchange Agreement was consummated on June 30, 2009. The information presented in the unaudited pro forma combined financial statements does not purport to represent what the financial position would have been had the Exchange Agreement occurred as of June 30, 2009, nor is it indicative of future financial position. You should not rely on this information as being indicative of the historical result that would have been achieved had the companies always been combined, or the future result that the combined company will experience after the Exchange Agreement is consummated.

The pro forma adjustments are based upon available information and certain assumptions that the Company believes is reasonable under the circumstances. The unaudited pro forma balance sheet should be read in conjunction with the accompanying notes and assumptions and the historical financial statements of Sage and Network Cadence.

The proforma adjustment reflect 1) the issuance of 10,580,000 shares of our common stock to the sole member of Network Cadence, 2) the elimination of a) the paid in capital and accumulated deficit during the development stage of Sage and b) the members’ equity of Network Cadence and 3) the net effect of the cost of acquisition.

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