EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1

EXHIBIT 99.1
 
AUDITED FINANCIAL STATEMENTS OF TRILLIANT CORPORATION AS OF DECEMBER 31, 2004 AND 2003 AND FOR THE TWO YEARS THEN ENDED

TRILLIANT CORPORATION
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

1

 
TRILLIANT CORPORATION
TABLE OF CONTENTS
 
 
 
PAGE
   
Report of Independent Registered Public Accounting Firm
3
   
Financial Statements:
 
   
Balance Sheets as of December 31, 2004 and 2003
4
   
Statements of Operations for the years ended December 31, 2004 and 2003
5
   
Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2004 and 2003
6
   
Statements of Cash Flows for the years ended December 31, 2004 and 2003
7
   
Notes to Financial Statements
8

2

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Directors
Trilliant Corporation
Houston, Texas

We have audited the accompanying balance sheets of Trilliant Corporation as of December 31, 2004 and 2003, and the related statements of operations,  stockholders' equity (deficit) and cash flows for each of the two 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 upon our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 Trilliant Corporation as of  December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the two years then ended, in conformity with accounting principles generally accepted in the United States of America.


Malone and Bailey, P.C.
www.malone-bailey.com
Houston, Texas
January 31, 2006

3

 
TRILLIANT CORPORATION
BALANCE SHEETS
December 31, 2004 and 2003

   
December 31,
 
   
2004
 
2003
 
ASSETS
         
Current assets:
         
Cash and cash equivalents
 
$
-
 
$
67,588
 
Accounts receivable, net
   
222,556
   
363,272
 
               
Total current assets
   
222,556
   
430,860
 
Property and equipment, net
   
19,078
   
28,138
 
Intangible assets, net
   
1,250
   
1,250
 
               
Total assets
 
$
242, 884
 
$
460,248
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
             
Current liabilities:
             
Bank line of credit
 
$
50,191
 
$
33,363
 
Notes payable - related parties
   
269,903
   
160,985
 
Accounts payable
   
15,727
   
14,338
 
Accrued liabilities
   
27,410
   
9,170
 
Total current liabilities
   
363,231
   
217,856
 
               
Long term debt - related party
   
30,249
   
44,248
 
               
Total liabilities
   
393,480
   
262,104
 
               
Stockholders' equity (deficit):
             
               
Common stock, no par value, 10,000,000 shares authorized, issued and outstanding at December 31, 2004 and December 31, 2003, respectively
   
1,000
   
1,000
 
Additional paid-in capital
   
2,100
   
2,100
 
Treasury stock
   
(39,877
)
 
(39,877
)
Retained earnings (deficit)
   
(113,819
)
 
234,921
 
Total stockholders' equity (deficit)
   
(150,596
)
 
198,144
 
               
Total liabilities and stockholders' equity (deficit) 
 
$
242,884
 
$
460,248
 

See accompanying summary of accounting policies and notes to financial statements.

4

 
TRILLIANT CORPORATION
STATEMENTS OF OPERATIONS
Years Ended December 31, 2004 and 2003

   
Year Ended December 31, 
 
   
2004
 
2003
 
           
Service revenue
 
$
1,195,640
 
$
1,925,985
 
               
Cost of services
   
-
   
-
 
Gross margin
   
1,195,640
   
1,925,985
 
               
Selling, general and administrative expenses
   
1,518,545
   
1,742,857
 
Income (loss) from operations
   
(322,905
)
 
183,128
 
               
Interest expense and other
   
25,835
   
19,594
 
               
Net income (loss)
 
$
(348,740
)
$
163,534
 

See accompanying summary of accounting policies and notes to financial statements.

5

 
TRILLIANT CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Years ended December 31, 2004 and 2003
 
   
Common Stock
 
Addi-
tional
Paid In
 
Treasury
 
Retained
Earnings
 
Total
Stockholders'
Equity
 
   
Amount
 
Shares
 
Capital
 
Stock
 
(Deficit)
 
(Deficit)
 
                           
Balances December 31, 2002
 
$
1,000
   
10,000,000
 
$
-
 
$
-
 
$
71,387
 
$
72,387
 
 
                                     
Net income
   
-
   
-
   
-
   
-
   
163,534
   
163,534
 
Additional paid in capital
   
-
   
-
   
2,100
   
-
   
-
   
2,100
 
Purchase of 692,500 shares of treasury stock
   
-
   
-
   
-
   
(39,877
)
 
-
   
(39,877
)
                                       
Balances December 31, 2003
   
1,000
   
10,000,000
   
2,100
   
(39,877
)
 
234,921
   
198,144
 
                                       
Net loss
   
-
   
-
   
-
   
-
   
(348,740
)
 
(348,740
)
                                       
Balances December 31, 2004
 
$
1,000
   
10,000,000
 
$
2,100
 
$
(39,877
)
$
(113,819
)
$
(150,596
)

See accompanying summary of accounting policies and notes to financial statements.

6


TRILLIANT CORPORATION
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2004 AND 2003

   
December 31,
 
December 31,
 
   
2004
 
2003
 
Cash flows from operating activities:
         
Net income (loss)
 
$
(348,740
)
$
163,534
 
Adjustments to reconcile net income (loss) to net cash used in operating activities:
             
Depreciation
   
14,416
   
15,062
 
Bad debt expense
   
-
   
13,942
 
Changes in operating assets and liabilities:
             
Accounts receivable
   
140,716
   
(215,980
)
Accounts payable and accrued liabilities
   
19,629
   
(5,188
)
Other assets and liabilities
   
-
   
1,315
 
Net cash used in operating activities
   
(173,979
)
 
(27,315
)
               
Cash flows from investing activities:
             
Purchase of property and equipment
   
(5,356
)
 
(23,405
)
               
Net cash used in investing activities
   
(5,356
)
 
(23,405
)
Cash flows from financing activities:
             
Proceeds from notes payable to related parties
   
233,000
   
256,924
 
Repayment of notes payable to related parties
   
(138,081
)
 
(173,068
)
Proceeds from notes payable
   
20,139
   
33,363
 
Repayment of notes payable
   
(3,311
)
 
-
 
Net cash provided by financing activities
   
111,747
   
117,219
 
               
Net increase (decrease) in cash and cash equivalents
   
(67,588
)
 
66,499
 
               
Cash and cash equivalents at beginning of period
   
67,588
   
1,089
 
Cash and cash equivalents at end of period
 
$
-
 
$
67,588
 
               
Non cash transactions:
             
Note payable for treasury stock
 
$
-
 
$
39,877
 
Related party forgiveness of debt
   
-
   
2,100
 
               
Supplemental disclosures:
             
Cash paid for interest
   
39,404
   
35,149
 

See accompanying summary of accounting policies and notes to financial statements.

7

 
TRILLIANT CORPORATION
NOTES TO FINANCIAL STATEMENTS


1.
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Trilliant Corporation (Trilliant) is a Texas Corporation that provides assessment, design, vendor selection, procurement and project management for large technology initiatives, particularly in the healthcare arena. Following is a summary of Trilliant's significant accounting policies:

 
SIGNIFICANT ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 dates of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from estimates making it reasonably possible that a change in the estimates could occur in the near term.

 
CASH AND CASH EQUIVALENTS

Trilliant considers all highly liquid short-term investments with an original maturity of three months or less when purchased, to be cash equivalents.

 
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
 
Accounts receivable are amounts due on sales and are unsecured. Accounts receivable are carried at their estimated collectible amounts. Credit is generally extended on a short-term basis; thus accounts receivable do not bear interest. Accounts receivable are periodically evaluated for  collectibility based on past credit history with clients. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current  economic conditions.

 
PROPERTY AND EQUIPMENT
 
Property and equipment is recorded at cost and depreciated on the straight-line method over the estimated useful lives of the various classes depreciable property as follows:

Furniture and equipment
5-7 years
Computer equipment
3 years

Expenditures for normal repairs and maintenance are charged to expense as incurred. The cost and related accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss is included in operations.

8

 
TRILLIANT CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


1.
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
 
IMPAIRMENT OF LONG-LIVED ASSETS
 
In the event facts and circumstances indicate the carrying value of a long-lived asset, including associated intangibles, may be impaired, an evaluation of recoverability is performed by comparing the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount to determine if a write-down to market value or discounted cash flow is required. Based upon a recent evaluation by management, an impairment write-down of the Company's long-lived assets was not deemed necessary.
 
 
INCOME TAXES
 
Trilliant uses the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their financial amounts at year-end. The Company provides a valuation allowance to reduce deferred tax assets to their net realizable value.

 
REVENUE RECOGNITION
 
Trilliant recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred and services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured. This typically occurs when Trilliant delivers its service to the customer.
 
 
2.
ACCOUNTS RECEIVABLE, NET
 
Accounts receivable were $222,556 and $363,272 as of December 31, 2004 and 2003, respectively. There is no allowance for bad debt as of December 31, 2004 and 2003.


3.
PROPERTY AND EQUIPMENT, NET
 
Property and equipment, net consists of the following at December 31, 2004 and 2003, respectively:

   
2004
 
2003
 
           
Computer equipment
 
$
64,343
 
$
57,986
 
Office furniture
   
3,858
   
3,858
 
     
68,201
   
61,844
 
Less accumulated depreciation
   
(49,123
)
 
(33,706
)
   
$
19,078
 
$
28,138
 

Depreciation expense for the years ended December 31, 2004 and 2003 was $14,416 and $15,062, respectively.

9

 
TRILLIANT CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


4.
INTANGIBLE ASSETS, NET

Intangible assets consist of the following at December 31, 2004 and 2003:
 
   
2004
 
2003
 
Goodwill
 
$
1,000
 
$
1,000
 
Long term investment
   
250
   
250
 
               
Total intangible assets, net
 
$
1,250
 
$
1,250
 
 
5.
NOTES PAYABLE 

Notes payable at December 31, 2004 and 2003 are summarized below:
 
   
2004
 
2003
 
Notes payable:
         
Note payable to a bank bearing interest at 10%, due on demand
 
$
50,191
 
$
33,363
 
Notes payable to related parties:
             
Note payable bearing interest at 10%, due on demand
   
42,051
   
57,846
 
Note payable bearing interest at 6%, due on demand
   
227,852
   
103,139
 
Total related party notes payable
   
269,903
   
160,985
 
               
Total notes payable
 
$
320,094
 
$
194,348
 
 
6.
ACCRUED LIABILITIES

Accrued liabilities consists of the following at December 31, 2004 and 2003:

   
2004
 
2003
 
           
Accrued payroll
 
$
19,719
 
$
-
 
Accrued payroll related expense
   
7,691
   
9,170
 
   
$
27,410
 
$
9,170
 

10


TRILLIANT CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


7.
LONG TERM DEBT - RELATED PARTY

Long term debt - related party consists of the following as of December 31, 2004 and 2003:
 
   
2004
 
2003
 
Loans
 
$
11,500
 
$
11,500
 
Note for treasury stock
   
18,749
   
32,748
 
               
   
$
30,249
 
$
44,248
 

On September 26, 2003, Trilliant entered into an agreement with a related party to purchase 692,500 shares of Trilliant's common stock held by the individual in exchange for a $39,877 note bearing interest at 10% calling for one payment of $5,000, 23 monthly payments of $1,667 and one payment of $1,659.

Future payments on the note are $28,170 and $4,993 for the years ended December 31, 2003 and December 31, 2004, respectively.

8.
LEASE COMMITMENT

The Company operates from leased office space under an operating lease that expires in June 2006 and includes no provisions for extension. The lease includes lease payment escalation and provisions for other increases to rental payments should certain costs of the landlord increase. A future annual lease payments due under this lease is as follows:
 
YEAR
 
PAYMENTS
 
       
2005
 
$
42,875
 
2006
   
21,437
 

Rent expense incurred under operating leases for years ended December 31, 2004 and 2003 was $40,541 and $42,325, respectively.

9.
RELATED PARTY TRANSACTIONS

During the years ended December 31, 2004 and 2003, Trilliant engaged in various related party transactions as follows:
 
-
During 2004 and 2003, Trilliant entered into note payable agreements with various, officers, employees, directors and/or founding stockholders. These notes are described in Notes 5 and 7.

-
During the years ended December 31, 2004 and 2003, Trilliant incurred interest expense on related party debt of approximately $8,415 and $40,309, respectively.
 
 
11