Exhibit 99.1
S. BARRIE GODOWN
Certified Public Accountant, P.A.
November 15, 2010
The Board of Directors
Consulier Engineering, Inc.
Jupiter, FL 33477
We have compiled the accompanying Consolidated Balance Sheets at March 31, 2009 and December 31, 2009, the Condensed Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009, the Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2010, and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009, 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
(UNAUDITED)
| | | | | | | | |
| | March 31, | | | December 31, | |
| | 2010 | | | 2009 | |
ASSETS | | | | | | | | |
CURRENT ASSETS | | | | | | | | |
Cash and Cash Equivalents | | $ | 718,877 | | | $ | 406,950 | |
Receivables | | | 840,196 | | | | 1,385,140 | |
Inventories | | | 103,784 | | | | 83,490 | |
Deferred Implementation Costs | | | 2,836,726 | | | | 2,635,871 | |
Other Current Assets | | | 170,956 | | | | 465,091 | |
Deferred Income Taxes | | | 283,999 | | | | 291,281 | |
| | | | | | |
Total Current Assets | | | 4,954,538 | | | | 5,267,823 | |
PROPERTY AND EQUIPMENT, Net | | | 920,480 | | | | 1,043,435 | |
CAPITALIZED SOFTWARE DEVELOPMENT COSTS | | | — | | | | — | |
PARTNERSHIP AND LIMITED LIABILITY COMPANIES — INVESTMENTS | | | 2,797,665 | | | | 2,615,519 | |
DEFERRED INCOME TAXES | | | 412,879 | | | | 417,917 | |
INTANGIBLE ASSETS | | | — | | | | — | |
OTHER ASSETS | | | 50,898 | | | | 50,898 | |
| | | | | | |
TOTAL ASSETS | | $ | 9,136,460 | | | $ | 9,395,592 | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | |
Accounts Payable and Accrued Liabilities | | $ | 1,574,448 | | | | 1,540,183 | |
Unearned Revenue | | | 1,489,094 | | | | 1,408,446 | |
| | | | | | |
Total Current Liabilities | | | 3,063,542 | | | | 2,948,629 | |
| | | | | | | | |
NOTES PAYABLE — RELATED PARTY | | | 793,416 | | | | 774,065 | |
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 | | | (889,308 | ) | | | (970,918 | ) |
| | | | | | |
| | | 3,282,764 | | | | 3,201,154 | |
| | | | | | | | |
Less: | | | | | | | | |
Treasury Stock, Cost — 190,374 and 190374 Shares in 2010 and 2009, respectively | | | (589,027 | ) | | | (589,027 | ) |
Notes Receivable for Common Stock | | | (6,651 | ) | | | (6,651 | ) |
| | | | | | |
Total Stockholders’ Equity | | | 2,687,086 | | | | 2,605,476 | |
| | | | | | |
Noncontrolling intereest | | | 2,592,416 | | | | 3,067,422 | |
| | | | | | |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | | $ | 9,136,460 | | | $ | 9,395,592 | |
| | | | | | |
See Accountant’s Compilation Letter
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | | | | | | | |
| | THREE MONTHS ENDED | |
| | MARCH 31, | |
| | 2010 | | | 2009 | |
Revenue: | | | | | | | | |
Software Licensing Fees | | $ | 611,140 | | | $ | 1,132,859 | |
Other Revenue | | | 1,698 | | | | 2,278 | |
| | | | | | |
Total Revenue | | | 612,838 | | | | 1,135,137 | |
| | | | | | |
| | | | | | | | |
Operating Costs and Expenses: | | | | | | | | |
Cost of Revenue | | | 64,778 | | | | 249,415 | |
Payroll and Related Expense | | | 1,143,682 | | | | 794,239 | |
Selling, General and Administrative | | | 704,620 | | | | 595,125 | |
Professional Services | | | 212,087 | | | | 139,037 | |
Depreciation and Amortization | | | 29,124 | | | | 168,537 | |
| | | | | | |
Total Operating Costs and Expenses | | | 2,154,291 | | | | 1,946,353 | |
| | | | | | |
Operating Loss | | | (1,541,453 | ) | | | (811,216 | ) |
| | | | | | |
Other Income (Expense): | | | | | | | | |
Investment Income — Related Parties | | | 9,214 | | | | 462,511 | |
Interest Expense | | | (19,154 | ) | | | (19,848 | ) |
Net Undistributed Income of Equity Investees | | | 154,934 | | | | 26,282 | |
Other Income | | | 22,271 | | | | 37,138 | |
| | | | | | |
Total Other Income (Expense) | | | 167,265 | | | | 506,083 | |
| | | | | | |
| | | | | | | | |
Loss Before Income Taxes | | | (1,374,188 | ) | | | (305,133 | ) |
| | | | | | | | |
Benefit from (provision for) Income Taxes | | | (60,708 | ) | | | 90,997 | |
| | | | | | |
Net Loss | | $ | (1,434,896 | ) | | $ | (214,136 | ) |
| | | | | | | | |
Less: Net (loss) attributable to noncontrolling interest | | | (1,516,505 | ) | | | (60,839 | ) |
| | | | | | |
| | | | | | | | |
Net Loss attributed to Consulier Engineering, Inc. | | | 81,609 | | | | (153,297 | ) |
| | | | | | |
| | | | | | | | |
Loss Per Share — Basic and Diluted | | $ | 0.01 | | | $ | (0.03 | ) |
| | | | | | |
See Accountant’s Compilation Letter
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | | | | | | | |
| | THREE MONTHS ENDED | |
| | MARCH 31, | |
| | 2010 | | | 2009 | |
| | | | | | | | |
Cash Flow (Used in) Operating Activities | | $ | 319,884 | | | $ | (169,912 | ) |
| | | | | | |
| | | | | | | | |
Investing Activities: | | | | | | | | |
Distributions from Partnership Interest | | | 9,214 | | | | 460,992 | |
Net Acquisition of Property and Equipment | | | (36,522 | ) | | | (3,190 | ) |
| | | | | | |
| | | | | | | | |
Net Cash Provided by Investing Activities | | | (27,308 | ) | | | 457,802 | |
| | | | | | |
| | | | | | | | |
Financing Activities: | | | | | | | | |
| | | | | | | | |
Proceeds from Noncontrolling Interest in ST, LLC | | | | | | | 140,000 | |
Decrease (Increase) in Related Party Payables | | | 19,351 | | | | (201,992 | ) |
Repayment of Notes Payable Related Party | | | | | | | (270,000 | ) |
| | | | | | |
| | | | | | | | |
Net Cash Provided by (Used in) Financing Activities | | | 19,351 | | | | (331,992 | ) |
| | | | | | |
| | | | | | | | |
Increase (Decrease) in Cash and Cash Equivalents | | | 311,927 | | | | (44,102 | ) |
| | | | | | | | |
Cash and Cash Equivalents — Beginning of Period | | | 406,950 | | | | 270,192 | |
| | | | | | |
| | | | | | | | |
Cash and Cash Equivalents — End of Period | | $ | 718,877 | | | $ | 226,090 | |
| | | | | | |
| | | | | | | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | | | | |
Cash Paid for Interest | | $ | — | | | $ | 63,440 | |
| | | | | | |
| | | | | | | | |
Cash Paid for Income Taxes | | $ | — | | | $ | 20,000 | |
| | | | | | |
See Accountant’s Compilation Letter
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
THREE MONTHS ENDED MARCH 31, 2010
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | 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, 2009 | | | 5,485,122 | | | $ | 54,851 | | | | 190,374 | | | $ | (589,027 | ) | | $ | 4,117,221 | | | $ | (970,918 | ) | | $ | (6,651 | ) | | $ | 2,605,476 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Income attributed to Consulier Engineering, Inc. | | | | | | | | | | | | | | | | | | | | | | | 81,609 | | | | | | | | 81,609 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance March 31, 2010 | | | 5,485,122 | | | $ | 54,851 | | | | 190,374 | | | $ | (589,027 | ) | | $ | 4,117,221 | | | $ | (889,309 | ) | | $ | (6,651 | ) | | $ | 2,687,085 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
See Accountant’s Compilation Letter