Consulier Engineering (CSLRE) 8-K Index to Financial Statements

Exhibit 99.1

INDEX TO FINANCIAL STATEMENTS

Accountant’s Letter dated September 13, 2010

Unaudited Consolidated Balance Sheets for the years ended December 31, 2009 and 2008

Unaudited Consolidated Statements of Operations for the years ended December 31, 2009 and 2008

Unaudited Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2009 and 2008

Unaudited Consolidated Statements of Cash Flows for the periods ended December 31, 2009 and 2008

September 13, 2010

The Board of Directors
Consulier Engineering, Inc.
Jupiter, FL 33477

We have compiled the accompanying Consolidated Balance Sheets at December 31, 2009, and 2008, the Condensed Consolidated Statements of Operations for the years ended December 31, 2009 and 2008, the Condensed Consolidated Statements of Stockholders’ Equity at December 31, 2009, and 2008, and the Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants.

A compilation is limited to presenting in the form of Financial Statements information that is the representation of management. We have not audited or reviewed the accompanying Financial Statements and, accordingly, do not express an opinion or any other form of assurance on them.

Management has elected to omit substantially all of the disclosures ordinarily included in Financial Statements prepared on the income tax basis of accounting. If the omitted disclosures were included in the Financial Statements, they might influence the user’s conclusions about the company’s assets, liabilities, equity, revenues and expenses. Accordingly, these Financial Statements are not designed for those who are not informed about such matters.

We are not independent with respect to Consulier Engineering, Inc.

/s/ S. Barrie Godown  

S. Barrie Godown, C.P.A., P.A. 

1061 E. INDIANTOWN ROAD / SUITE 104 / JUPITER, FLORIDA 33477 / 561-746-0999

CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2009 AND 2008

	2009			2008
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents	$	406,950		$	270,192
Receivables		1,385,140			1,266,429
Inventories		83,490			117,831
Deferred Implementation Costs		2,635,871			2,293,464
Other Current Assets		465,091			252,385
Deferred Income Taxes		291,281			364,615
Total Current Assets		5,267,823			4,564,916
PROPERTY AND EQUIPMENT, Net		1,043,435			1,316,638
CAPITALIZED SOFTWARE DEVELOPMENT COSTS		—			—
PARTNERSHIP AND LIMITED LIABILITY COMPANIES — INVESTMENTS		2,615,519			2,629,017
DEFERRED INCOME TAXES		417,917			496,393
INTANGIBLE ASSETS		—			367,838
OTHER ASSETS		50,898			50,898
TOTAL ASSETS	$	9,395,592		$	9,425,700
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities	$	1,540,183			1,812,163
Unearned Revenue		1,408,446			1,102,902
Related Party Payable		—			201,992
Total Current Liabilities		2,948,629			3,117,057
NOTES PAYABLE — RELATED PARTY		774,065			968,948
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Common Stock $.01 Par Value:
Authorized 25,000,000 Shares; Issued 5,485,122 Shares		54,851			54,851
Additional Paid-in Capital		4,117,221			4,117,221
Accumulated Deficit		(970,918	)		(894,360	)
		3,201,154			3,277,712
Less:
Treasury Stock, Cost - 190,374 and 145,262 Shares in 2009 and 2008, respectively		(589,027	)		(589,027	)
Notes Receivable for Common Stock		(6,651	)		(6,651	)
Total Stockholders’ Equity		2,605,476			2,682,034
Noncontrolling intereest		3,067,422			2,657,661
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	9,395,592		$	9,425,700

See Accountant’s Compilation Letter

CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2009 AND 2008

	2009			2008
Revenue:
Software Licensing Fees	$	3,828,856		$	2,889,879
Other Revenue		27,360			22,096
Total Revenue		3,856,216			2,911,975
Operating Costs and Expenses:
Cost of Revenue		960,638			1,087,316
Payroll and Related Expense		3,835,498			4,106,157
Selling, General and Administrative		2,382,896			2,487,245
Professional Services		847,470			776,397
Depreciation and Amortization		648,485			1,126,385
Total Operating Costs and Expenses		8,674,987			9,583,500
Operating Loss		(4,818,771	)		(6,671,525	)
Other Income (Expense):
Investment Income — Related Parties		885,498			3,425,442
Interest Expense		(74,636	)		(200,053	)
Net Undistibuted Income of Equity Investees		457,978			120,228
Other Income		166,690			166,983
Gain on Disposal of Equipment		—			15,400
Total Other Income (Expense)		1,435,530			3,528,000
(Loss) from Operations Before Minority Interest and Income Taxes		(3,383,241	)		(3,143,525	)
Minority Interest in Consolidated Subsidiary Losses		3,416,527			2,670,065
Income (Loss) from Operations Before Income Taxes		33,286			(473,460	)
Benefit from (provision for) Income Taxes		(109,844	)		40,235
Net (Loss)	$	(76,558	)	$	(433,225	)
(Loss) Per Share — Basic and Diluted	$	(0.01	)	$	(0.08	)
Average shares outstanding-basic and diluted		5,485,122			5,305,158

See Accountant’s Compilation Letter

CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
DECEMBER 31, 2009 AND 2008

															Notes
												Retained			Receivable
										Additional		Earnings			for			Total
	Common Stock				Treasury Stock					Paid-in		(Accumulated			Common			Stockholders–
	Shares		Amount		Shares		Amount			Capital		Deficit)			Stock			Equity
Balance, December 31, 2007		5,485,122	$	54,851		145,262	$	(427,891	)	$	4,117,221	$	(461,135	)	$	(29,147	)	$	3,253,899
Purchase of Treasury Stock						45,112		(161,136	)				—			—			(161,136	)
Collection of Notes Receivable for common stock																22,496			22,496
Net (Loss)													(433,225	)					(433,225	)
Balance, December 31, 2008		5,485,122		54,851		190,374		(589,027	)		4,117,221		(894,360	)		(6,651	)		2,682,034
Purchase of Treasury Stock		—		—		—		—			—		—			—			—
Collection of Notes Receivable for common stock		—		—		—		—			—		—			—			—
Net (Loss)		—		—		—		—			—		(76,558	)		—			(76,558	)
Balance, December 31, 2009		5,485,122	$	54,851		190,374	$	(589,027	)	$	4,117,221	$	(970,918	)	$	(6,651	)	$	2,605,476

See Accountant’s Compilation Letter

CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2009 AND 2008

	2009			2008
Operating Activities:
Net (Loss)	$	(76,558	)	$	(433,225	)
Adjustments to Reconcile Net (Loss) to Net Cash (Used in) Operations:
Depreciation and Amortization		648,485			1,126,385
(Gain) Loss on Sale of Equipment		—			(15,400	)
Minority Interest in consolidated Subsidiary Losses		3,416,527			(2,670,065	)
Write-off of Notes Receivable — Related Parties		—			—
Undistributed Income of Equity Investee		(457,978	)		(120,228	)
Investment Income		(885,498	)		(3,425,442	)
Accrued Interest on Notes Payable — Related Party		0			968,948
Deferred Income Taxes		151,810			(27,812	)
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Receivables		(118,711	)		(338,855	)
Decrease (Increase) in Income Tax Receivable		—			—
Decrease (Increase) in Inventories		34,341			(76,844	)
Decrease (Increase) in Deferred Implementation Costs		(342,407	)		(268,679	)
Decrease (Increase) in Other Current Assets		(212,706	)		(162,722	)
Decrease (Increase) in Other Assets		0			(20,205	)
Increase (Decrease) in Accounts Payable and Accrued Liabilities		(271,980	)		471,679
Increase (Decrease) in Deferred Revenue		305,544			280,243
Increase (Decrease) in Income Taxes Payable		0			(79,932	)
Net Cash (Used in) Operations		2,190,869			(4,792,154	)
Investing Activities:
Distributions from Partnership Interest		1,356,974			4,008,583
Purchase Price Adjustment to Intangible Asset		—			—
Acquisition of Property and Equipment		(7,444	)		(259,631	)
Acquisition of Software Upgrades		—			—
Net Cash Provided by Investing Activities		1,349,530			3,748,952
Financing Activities:
Proceeds from Minority Shareholder in ST, LLC		(3,006,766	)		1,699,000
Repayments of Notes Payable-Related Party		(194,883	)		—
Proceeds from Notes Receivable for Treasury Stock		—			22,496
Decrease (increase) in Related Party Payable		(201,992	)		(579,990	)
Purchase of Treasury Stock		0			(161,136	)
Repayments to Line of Credit, Net of Proceeds		—			—
Net Cash Provided by Financing Activities		(3,403,641	)		980,370
Increase (Decrease) in Cash and Cash Equivalents		136,758			(62,832	)
Cash and Cash Equivalents — Beginning of Year		270,192			333,024
Cash and Cash Equivalents — End of Year	$	406,950		$	270,192

See Accountant’s Compilation Letter

CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 2009 AND 2008

	2009		2008
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid for Interest	$	—	$	18,589
Cash Paid for Income Taxes	$	46,000	$	40,669
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of Note Payable-Related Party to Class A Stock of ST, LLC	$	0	$	3,405,062
Write-off of Notes Receivable — Related Parties	$	—	$	200,000
Assignment of Membership Interest to Minority Shareholder	$	—	$	232,000
Distributions due from Equity Investments	$	168,968	$	385,508
Issuance of Treasury Stock for Subscription Receivable	$	—	$	22,496

See Accountant’s Compilation Letter