WMR ASSOCIATES, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended September 30, 2005 and

Year Ended December 31, 2004

WMR ASSOCIATES, INC. AND SUBSIDIARY

CONTENTS	PAGE
Report of Independent Accountants	1
Consolidated Balance Sheets	2
Consolidated Statements of Income and Retained Earnings	3
Consolidated Statements of Cash Flow	4
Notes to Consolidated Financial Statements	5

Report of Independent Accountants

Board of Directors and Shareholder

WMR Associates, Inc.

Port Jefferson, New York

We have audited the accompanying consolidated balance sheets of WMR Associates, Inc. and Subsidiary (the “Company”) as of September 30, 2005 and December 31, 2004 and the related consolidated statements of income and retained earnings and cash flows for the nine months ended September 30, 2005 and the year ended December 31, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of WMR Associates, Inc. and Subsidiary as of September 30, 2005 and December 31, 2004 and the results of their operations and their cash flows for the nine months ended September 30, 2005 and year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

/s Margolin Winer & Evens, LLP

Garden City, New York

December 15, 2005

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WMR ASSOCIATES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

ASSETS
	September 30, 2005		December 31, 2004
Current Assets:
Cash	$	84,986	$	13,691
Accounts receivable (net of allowance for doubtful
accounts of $13,000and $16,000, respectively)		176,370		220,414
Advances to shareholder		21,644		—
Total Current Assets		283,000		234,105
Property and Equipment (net of accumulated
depreciation and amortization)		785,295		784,499
Intangible Assets (net of accumulated amortization
of $49,596and $48,163)		2,841		4,274
Goodwill (net of accumulated amortization of $31,206)		101,794		101,794
Total Assets	$	1,172,930	$	1,124,672
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	60,702	$	38,073
Loan payable - shareholder		—		3,356
Deferred revenue		46,083		47,502
Total Current Liabilities		106,785		88,931
Minority Interest		6,457		6,265
		113,242		95,196
Commitments and Contingencies		—		—
Shareholder's Equity:
Common stock, $50 par value - 100 shares authorized, issued and outstanding		5,000		5,000
Retained earnings		1,054,688		1,024,476
Total Shareholder's Equity		1,059,688		1,029,476
Total Liabilities and Shareholder’s Equity	$	1,172,930	$	1,124,672

The accompanying notes are an integral part of these statements.

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WMR ASSOCIATES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

	Nine Months Ended September 30, 2005			Year ended December 31, 2004
Revenues:
Services	$	1,528,312		$	2,035,621
Rental income		35,036			77,430
		1,563,348			2,113,051
Costs and Expenses (Income):
Costs related to services		755,429			971,801
Selling, general and administrative expenses		447,005			638,982
Other income		(262	)		(5,623	)
Income before Minority Interest	$	361,176		$	507,891
Minority Interest		192			1,422
Net Income		360,984			506,469
Retained Earnings - beginning of period		1,024,476			1,120,130
Distributions		(330,772	)		(602,123	)
Retained Earnings - end of period	$	1,054,688		$	1,024,476

The accompanying notes are an integral part of these statements.

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WMR ASSOCIATES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2005			Year Ended December 31, 2004
Cash Flows From Operating Activities:
Net income	$	360,984		$	506,469
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		25,583			46,249
Minority interest in earnings		192			1,422
Decrease (increase) in operating assets:
Accounts receivable		44,044			31,399
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses		22,629			9,266
Deferred revenue		(1,419	)		(3,416	)
Net Cash Provided by Operating Activities		452,013			591,389
Cash Flows From Investing Activities:
Additions to property and equipment		(24,946	)		(2,179	)
Advances to shareholder		(21,644	)		—
Net Cash (Used In) Investing Activities		(46,590	)		(2,179	)
Cash Flows From Financing Activities:
Payment of loan payable - shareholder		(3,356	)		(35,000	)
Distribution to shareholder		(330,772	)		(602,123	)
Net Cash (Used in) Financing Activities		(334,128	)		(637,123	)
Net Increase (Decrease) in Cash		71,295			(47,913	)
Cash, Beginning of Period		13,691			61,604
Cash, End of Period	$	84,986		$	13,691

The accompanying notes are an integral part of these statements.

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WMR ASSOCIATES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

1.   Basis of Presentation and Summary of Significant Accounting Policies

Description of Business - WMR Associates, Inc., also doing business as North Shore Answering Service, provides customers with telephone answering services, including telemessaging, dispatching and voice mail services. These customers, which are primarily located Long Island, New York, are made up of both physician based and commercial accounts.

Consolidation Policy - The accompanying consolidated financial statements include the accounts of WMR Associates, Inc., a "Subchapter S" corporation and its 99% owned subsidiary, North Shore Professional Building, a partnership (together, the “Company”). All material inter-company balances and transactions have been eliminated in consolidation.

Property and Equipment- Property and equipment are recorded at cost. Depreciation and amortization are computed by the straight-line method at rates adequate to allocate the cost of applicable assets over their expected useful lives, ranging from five to thirty nine years

In accordance Financial Accounting Standards Board Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company reviews its fixed assets and intangible assets with finite lives for impairment when there are indications that the carrying amounts of these assets may not be recoverable. No impairment losses were recorded during the period ended September 30, 2005 or year ended December 31, 2004.

Goodwill and Other Intangible Assets - Goodwill represents the cost in excess ofthe fair value of the tangible and identifiable intangible net assets of businesses acquired. Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” Under this standard, goodwill and indefinite life intangible assets are no longer amortized, but are subject to annual impairment tests. The Company completed the annual impairment test during the fourth quarter of 2004 and no impairment was determined. Future annual impairment tests will be performed in the fourth quarter.

Other intangible assets with finite lives will continue to be amortized on a straight-line basis over the periods of expected benefit. The Company's other intangible assets include: (a) noncompete agreement which is being amortized over its contractual life of 5 years and (b) customer lists which are being amortized over 5 years.

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Accounts Receivable - Trade accounts receivable are reported in the balance sheet at their outstanding principal balance net of an estimated allowance for doubtful accounts.

Sale terms usually provide for payment within 30 days of invoice date. An allowance for doubtful accounts is provided based upon a review of outstanding receivables, historical collection information and existing economic conditions. Accounts receivable are charged against the allowance (written-off) when substantially all collection efforts cease. Recoveries of accounts receivable previously charged off are recorded when received. Bad debt expense for the nine months ended September 30, 2005 and year ended December 31, 2004 was insignificant. The Company’s sales arrangements generally do not provide for interest on past due accounts.

Revenue Recognition - Revenue are recognized as services are provided. Billings rendered in advance of services are recorded deferred revenue and recognized as the services are provided.

Advertising Expense - The Company expenses advertising costs as incurred. Advertising costs for the nine months ended September 30, 2005 and year ended December 31, 2004 were approximately $40,000 and $60,000, respectively.

Income Taxes - The Company operates as a “Subchapter S” corporation under the Internal Revenue Code. As such, no provision or credit for federal income taxes is recognized in the accompanying financial statements because the Company’s operating results are included in the federal income tax return of its stockholder. State income taxes are not significant.

Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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2.   Property and Equipment

Property and Equipment consist of the following:

	September 30, 2005			December 31, 2004
Land	$	163,250		$	163,250
Building		801,642			801,642
Machinery and equipment		788,694			763,748
Furniture and fixtures		96,155			96,155
Building improvements		84,000			84,000
		1,933,741			1,908,795
Less accumulated depreciation		(1,148,446	)		(1,124,296	)
	$	785,295		$	784,499

Depreciation expense for the nine months ended September 30, 2005 and year ended December 31, 2004 was $24,150 and $39,434, respectively.

3.   Intangible Assets and Goodwill

Intangible assets and goodwill consist of the following:

	September 30, 2005				December 31, 2004
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Noncompete Agreement	$	15,000	$	15,000	$	15,000	$	15,000
Customer Lists		37,437		34,596		37,437		33,163
Goodwill		133,000		31,206		133,000		31,206
Total	$	185,437	$	80,802	$	185,437	$	79,369

Amortization expense for the nine months ended September 30, 2005 and year ended December 31, 2004 was $1,433 and $6,815, respectively.

4.   Advances to Shareholder

During the nine months ended September 30, 2005 the Company made non interest bearing advances to its shareholder. These advances are due on demand.

5.   Employee Savings Plan

The Company sponsors a “simple”savings plan that is available to all eligible employees. Participants may elect to defer a portion of their compensation, subject to an annual limitation provided by the Plan. The Plan provides for a 100% matching contribution up to a maximum of 3% of each employee’s deferral. The Company contributed $6,439 and $8,408 for the nine months ended September 30, 2005 and year ended December 31, 2004, respectively.

6.   Subsequent Event

On October 3, 2005, the Company sold the operations and substantially all of the assets of WMR Associates, Inc. for approximately $2.7 million. Of the total purchase price, 80% was paid at closing and the remaining 20% will be paid on the first year anniversary of the agreement.

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