ECONO-COMM, INC. D/B/A MOBILE COMMUNICATIONS FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT DECEMBER 31, 2002 AND 2001 INDEPENDENT AUDITORS' REPORT Board of Directors Econo-Comm, Inc. D/B/A Mobile Communications Lauderhill, Florida We have audited the accompanying balance sheets of Econo-Comm, Inc. as of December 31, 2002 and 2001, and the related statements of income and retained earnings, and cash flows, for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Econo-Comm, Inc. as of December 31, 2002 and 2001, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules of costs and expenses are presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. SHELDON, RIBOTSKY & LEVINE, P.A. Certified Public Accountants February 14, 2003 North Miami, Florida ECONO-COMM, INC. D/B/A MOBILE COMMUNICATIONS BALANCE SHEETS DECEMBER 31, 2002 AND 2001 A S S E T S 2002 2001 ----------- ----------- CURRENT ASSETS: Cash $ 33,285 $ 28,275 Receivables: Trade (net of allowance for bad debts of $25,000 in 2002 and $30,000 in 2001) 572,457 398,750 Escrow deposit 5,978 8,412 Inventory 143,167 75,427 Prepaid expenses 7,111 -- ----------- ----------- TOTAL CURRENT ASSETS 761,998 510,864 ----------- ----------- PROPERTY AND EQUIPMENT: Equipment and furnishings 367,714 364,873 Building and improvements 786,840 752,412 Land 123,000 123,000 ----------- ----------- 1,277,554 1,240,285 Less accumulated depreciation (384,030) (353,320) ----------- ----------- 893,524 886,965 ----------- ----------- OTHER ASSETS: Loan fees (net of accumulated amortization of $885 in 2002 and $402 in 2001 8,765 9,248 Deposit 300 300 ----------- ----------- 9,065 9,548 ----------- ----------- $ 1,664,587 $ 1,407,377 =========== =========== (Continued) ECONO-COMM, INC. D/B/A MOBILE COMMUNICATIONS BALANCE SHEETS DECEMBER 31, 2002 AND 2001 LIABILITIES AND SHAREHOLDER'S EQUITY 2002 2001 ---------- ----------- CURRENT LIABILITIES: Accounts payable $ 224,944 $ 107,682 Note payable - bank 145,322 148,807 Current maturities of long-term debt 19,300 20,589 Accrued expenses 14,746 711 Tenant security deposit 2,500 2,500 Accrued warranty payable 6,134 5,361 ---------- ---------- TOTAL CURRENT LIABILITIES 412,946 285,650 ---------- ---------- LONG-TERM DEBT, less current maturities above 571,105 590,082 ---------- ---------- COMMITMENTS AND CONTINGENCIES SHAREHOLDER'S EQUITY: Common stock, $1 par value, 100 shares authorized, issued and outstanding 100 100 Additional paid-in capital 33,978 33,978 Retained earnings 646,458 497,567 ---------- ---------- TOTAL SHAREHOLDER'S EQUITY 680,536 531,645 ---------- ---------- $1,664,587 $1,407,377 ========== ========== The accompanying notes are an integral part of these financial statements. ECONO-COMM, INC. D/B/A MOBILE COMMUNICATIONS STATEMENTS OF INCOME AND RETAINED EARNINGS YEARS ENDED DECEMBER 31, 2002 AND 2001 2002 2001 ----------- ----------- REVENUES $ 2,321,085 $ 2,495,618 COST OF GOODS SOLD (Schedule) 1,593,130 1,592,722 ----------- ----------- GROSS PROFIT 727,955 902,896 ----------- ----------- OPERATING EXPENSES: Selling (Schedule) 140,446 181,929 General and administrative (Schedule) 352,222 254,500 Interest 46,575 36,775 ----------- ----------- 539,243 473,204 ----------- ----------- OTHER INCOME (LOSS): Rental income 61,458 44,330 Loss on disposal of assets -- (30,718) ----------- ----------- 61,458 13,612 ----------- ----------- NET INCOME 250,170 443,304 LESS: SHAREHOLDER DISTRIBUTIONS (101,279) (113,383) RETAINED EARNINGS BEGINNING OF YEAR 497,567 167,646 ----------- ----------- RETAINED EARNINGS END OF YEAR $ 646,458 $ 497,567 =========== =========== The accompanying notes are an integral part of these financial statements. ECONO-COMM, INC. D/B/A MOBILE COMMUNICATIONS STATEMENTS OF CASH FLOWS YEAR ENDED DECEMBER 31, 2002 AND 2001 2002 2001 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 250,170 $ 443,304 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 31,193 15,221 Loss on disposal of fixed assets -- 30,718 Allowance for bad debts (5,000) (29,803) (Increase) decrease in: Receivables (168,707) 8,854 Inventories (67,740) (5,792) Prepaid expenses (7,111) -- Deposits 2,434 1,588 Increase(decrease) in: Accounts payable 117,262 (186,335) Accrued expenses 14,808 4,834 Tenant deposits -- 2,500 --------- --------- Net cash provided by operating activities 167,309 285,089 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (37,269) (898,998) --------- --------- Net cash (used) by investing activities (37,269) (898,998) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) in current maturities of long-term debt (4,774) 66,960 Increase (decrease) in long-term debt (18,977) 577,609 Decrease in loan fees -- (9,650) Shareholder distributions (101,279) (113,383) --------- --------- Net cash (used) provided by financing activities (125,030) 521,536 --------- --------- NET INCREASE (DECREASE) IN CASH 5,010 (92,373) CASH - BEGINNING OF YEAR 28,275 120,648 --------- --------- CASH - END OF YEAR $ 33,285 $ 28,275 ========= ========= SUPPLEMENTAL DATA: Interest paid $ 46,575 $ 36,775 ========= ========= The accompanying notes are an integral part of these financial statements. ECONO-COMM, INC. D/B/A MOBILE COMMUNICATIONS NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 NOTE 1 -DESCRIPTION OF BUSINESS Econo-Comm, Inc. ("The Company") is principally engaged in the repair and manufacturing of communication devices. The company sells and repairs cell phones, two-way radios, and other communication devices for individuals, businesses and government agencies. The company manufactures emergency call boxes which are used primarily by colleges and universities, state departments of transportation and golf courses. NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INVENTORY - Inventory consists primarily of electronic parts and cellular phones. Inventory is stated at the lower of cost (first-in, first-out) or market. PROPERTY AND EQUIPMENT - Property and equipment are recorded at cost and depreciated using various depreciation methods over their approximate useful life. INCOME TAXES - Effective January 1, 1990, the Company has elected to be taxed as an S Corporation, therefore the Corporation is not liable for income taxes since all income, losses and credits will be passed through to the shareholders. ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. CONCENTRATION OF CREDIT RISK - The Company is exposed to credit risks in the event of default by financial institutions in which balances are maintained in excess of insured limits. The Company's sales are primarily provided to customers throughout the United States. Historically, credit losses have not been significant. NOTE 3 - PROPERTY AND EQUIPMENT As of December 31, 2002 and 2001 the company's property and equipment were as follows: Estimated 2002 2001 Useful Lives ---------- ---------- ------------- Equipment and furnishings $ 367,714 $ 364,873 7 Years Buildings and improvements 786,840 752,412 30 Years Land 123,000 123,000 30 Years ---------- ---------- Total 1,277,554 1,240,285 Less accumulated depreciation (384,030) (353,320) ---------- ---------- $ 893,524 $ 886,965 ========== ========== ECONO-COMM, INC. D/B/A MOBILE COMMUNICATIONS NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 NOTE 4 -NOTE PAYABLE - BANK LINE OF CREDIT - BANK - Due on demand, or if no demand is made, due in one payment on March 16, 2004. Interest payments are due monthly, which are calculated at 1% above the Wall Street Journal Prime Rate. Collateralized by accounts receivable, inventory, equipment, and all other assets of the company. Outstanding balance as of December 31, 2002 and 2001 are $145,322 and $148,807 respectively. NOTE 5 - LONG-TERM DEBT Long-term debt at December 31, is summarized as follows: 2002 2001 ------------------------- ------------------------ Due Within Due After Due Within Due After One Year One Year One Year One Year ----------- --------- ---------- ---------- Loan Payable - Dave Batzer - no interest and no due date for repayment $ -- $ 70,000 $ -- $ 70,000 Installment loans on vehicles with interest rates varying from 5.90% to 11.95% with payments due through May 2002 -- -- 2,589 -- Note payable-Bank-interest 8% with payments due through April 2016, collateralized by land, building improvements, fixtures and insurance proceeds 12,300 269,004 11,400 280,997 Note payable -SBA-interest 6.423% with payments due through May 2021, collateralized by land, building and improvements 7,000 232,101 6,600 239,085 ----------- -------- -------- -------- $ 19,300 $571,105 $ 20,589 $590,082 =========== ======== ======== ======== As of December 31, 2002, long-term debt matures as follows: 2003 $ 19,300 2004 20,900 2005 22,300 2006 25,000 2007 26,000 Thereafter 476,905 --------- $ 590,405 ========= NOTE 6 - MAJOR CUSTOMERS Sales to the companies four major customers were approximately $1,658,156 and $1,498,159 during the year ended December 31, 2002 and 2001 respectfully, representing 71% of the total revenue for 2002 and 57% of the total revenue for 2001. ECONO-COMM, INC. D/B/A MOBILE COMMUNICATIONS NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 NOTE 7 - TRANSACTIONS WITH DISTRIBUTOR The Company sells its wireless call boxes to Connectivity, Inc. a company which has an exclusive distribution agreement with the Company. (This distribution company signed a letter of intent to be acquired by Career Engine Network (See Note 8)). During the years ended December 31, 2002 and 2001 the Company sold wireless call boxes to Connectivity totaling $656,535 and $477,000 respectively. (See Note 6). In addition, included in accounts receivable was $394,951 and $200,442 due from Connectivity, Inc. at December 31, 2002 and 2001. NOTE 8 - SALE OF COMPANY The Company is in negotiations to be acquired by Career Engine Network, Inc. (a publicly held Company) in which the Company would become a 100% wholly owned subsidiary. ECONO-COMM, INC. D/B/A MOBILE COMMUNICATIONS SCHEDULES OF COSTS AND EXPENSES YEARS ENDED DECEMBER 31, 2002 AND 2001 2002 2001 ---------- ---------- COST OF SALES: Depreciation and amortization $ 31,194 $ 15,221 Equipment rental 9,998 12,732 Freight 22,927 31,795 Insurance 19,978 10,463 Job labor and employee leasing 520,315 681,910 Materials and parts 647,096 570,530 Payroll taxes 45,605 -- Rent 500 13,431 Shop supplies 243 9,470 Subcontract costs 192,289 139,471 Tools and supplies 25,604 14,919 Vehicle expenses 76,608 87,419 Warranty expense 773 5,361 ---------- ---------- $1,593,130 $1,592,722 ========== ========== SELLING: Advertising $ 7,703 $ 20,369 Telephone 16,017 9,564 Travel and entertainment 116,726 151,996 ---------- ---------- $ 140,446 $ 181,929 ========== ========== GENERAL AND ADMINISTRATIVE: Bad debts $ 32,721 $ 53,553 Bank charges 5,620 6,423 Donations 267 505 Dues and subscriptions 4,241 4,803 Employee benefits 13,695 -- Insurance 13,319 7,581 Licenses and taxes 37,826 24,240 Miscellaneous 2,911 4,015 Moving 131 3,000 Office 74,638 42,786 Officer salary 52,515 -- Penalties 266 1,041 Professional fees 21,491 25,769 Rent 500 13,431 Repairs and maintenance 30,119 22,482 Telephone 48,052 28,693 Uniforms 3,788 3,942 Utilities 10,122 12,236 ---------- ---------- $ 352,222 $ 254,500 ========== ========== SCHEDULE