Common use of REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Clause in Contracts

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited We have audited the accompanying consolidated balance sheets of ASI Holdings Limited and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2009. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial position of ASI Holdings Limited and subsidiaries as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December 31, 2009 As of December 31, 2008 ASSETS Current Assets : Cash and cash equivalents $ 90,543 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) Property and equipment, net 23,648 35,033 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit $ 6,646,503 $ 1,458,487 See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations For the years ended December 31, 2009 December 31, 2008 Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) in current assets: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Supplement disclosure of cash flow information Interest expense paid $ 239,483 $ 14,294 Income taxes paid $ - $ - See accompanying notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors and Stockholders ASI Holdings Limited Uwharrie Capital Corp Albemarle, North Carolina We have audited the accompanying consolidated balance sheets of ASI Holdings Limited Uwharrie Capital Corp and subsidiaries Subsidiaries (the “Company”) as of December 31, 2009 2005 and 20082004, and the related consolidated statements of operationsincome, stockholderscomprehensive income, changes in shareholders’ deficit, equity and cash flows for each of the years in the twothree-year period ended December 31, 20092005. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated These financial statementsstatements 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is We were not required to have, nor were we engaged to perform, perform an audit of its the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companyCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial position of ASI Holdings Limited Uwharrie Capital Corp and subsidiaries Subsidiaries as of December 31, 2009 2005 and 20082004, and the results of its their operations and its their cash flows for each of the years in the twothree-year period ended December 31, 2009 2005 in conformity with accounting principles generally accepted in the United States of America. Raleigh, North Carolina March 10, 2006 2005 Annual Report to Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2005 and 2004 2005 2004 ASSETS Cash and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income per common share Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability . 2005 Annual Report to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome Shareholders Page 8 of this uncertainty. /s/ Xxxxxx & Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2009 As of December 312005, 2008 ASSETS Current Assets : Cash 2004 and cash equivalents 2003 2005 2004 2003 Net Income $1,516,591 $ 90,543 $ 32,870 Accounts receivable, net of allowance 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation sale securities (15,466 761,273) (3,184 251,972) Property and equipment, (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net 23,648 35,033 income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive comprehensive loss (1,063 457,774) (448 ) Accumulated deficit (2,930,658 156,285) (2,283,990 234,534) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit Comprehensive income $1,058,817 $ 6,646,503 $ 1,458,487 See 97,046 $1,325,285 The accompanying notes to these are an integral part of the consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements statements. 2005 Annual Report to Shareholders Page 9 of Operations For the years ended December 31, 2009 December 31, 2008 Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) in current assets: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Supplement disclosure of cash flow information Interest expense paid $ 239,483 $ 14,294 Income taxes paid $ - $ - See accompanying notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited Shareholders of IDEX Corporation We have audited the accompanying consolidated balance sheets financial statements of ASI Holdings Limited IDEX Corporation and subsidiaries its Subsidiaries (the Company) as of December 31, 2009 2004 and 2008, 2003 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the three years in the two-year period ended December 31, 2009. ASI Holdings Limited 2004, management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2004, and subsidiaries’ management is responsible for these the effectiveness of the Company's internal control over financial reporting as of December 31, 2004, and have issued our reports thereon dated February 14, 2005; such consolidated financial statementsstatements and reports are included in your 2004 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedule of IDEX Corporation, listed in Item 15. This financial statement schedule is 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, such financial statement schedule, when considered in relation to the basic consolidated financial statements referred to above present fairlytaken as a whole, presents fairly in all material respectsrespects the information set forth therein. DELOITTE & TOUCHE LLP Chicago, the financial position of ASI Holdings Limited and subsidiaries as of Illinois February 14, 2005 IDEX CORPORATION AND SUBSIDIARIES SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 DESCRIPTION BALANCE BEGINNING OF YEAR CHARGED TO COSTS AND EXPENSES(1) DEDUCTIONS(2) OTHER(3) BALANCE END OF YEAR ----------- --------- ----------- ------------- (IN THOUSANDS) -------- ------- Allowance for Doubtful Accounts Year Ended December 31, 2009 and 2008, and the results of its operations and its cash flows 2004: Deducted from assets to which they apply: Allowance for each of the years in the two-year period ended Doubtful Accounts.... $3,794 $ 987 $906 $385 $4,260 Year Ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 2003: Deducted from assets to the consolidated financial statements, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of which they apply: Allowance for Doubtful Accounts.... 3,089 1,150 565 120 3,794 Year Ended December 31, 2009 As of December 31, 2008 ASSETS Current Assets 2002: Cash and cash equivalents $ 90,543 $ 32,870 Accounts receivable, net of allowance Deducted from assets to which they apply: Allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) Property and equipment, net 23,648 35,033 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit $ 6,646,503 $ 1,458,487 See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations For the years ended December 31, 2009 December 31, 2008 Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) in current assets: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Supplement disclosure of cash flow information Interest expense paid $ 239,483 $ 14,294 Income taxes paid $ - $ - See accompanying notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDoubtful Accounts.... 3,375 75 533 172 3,089 ---------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited New Harvest Capital Corporation We have audited the accompanying consolidated balance sheets of ASI Holdings Limited and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ deficit, shareholders' equity and cash flows for each the year ended April 30, 2004. These financial statements are the responsibility of the years in the two-year period ended December 31, 2009. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statementsCompany's management. Our responsibility is to express an opinion on these consolidated financial statements based on our auditsaudit. We conducted our audits audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ASI Holdings Limited and subsidiaries as of December 31, 2009 and 2008, and the results of its operations and its cash flows of New Harvest Capital Corporation for each of the years in the two-year period ended December 31April 30, 2009 2004 in conformity with accounting principles United States generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertaintyaccounting principles. /s/ Xxxxxx & CompanyGXXXXXXXX GXXXX KXXXXXX LLP GXXXXXXXX GXXXX KXXXXXX LLP New York, Inc. Certified Public Accountants Los AngelesNew York August 6, California June ____2004 NEW HARVEST CAPITAL CORPORATION BALANCE SHEET April 30, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December 31, 2009 As of December 31, 2008 2005 ASSETS Current Assets : Cash and cash equivalents Cash Equivalents $ 90,543 139,556 TOTAL ASSETS $ 32,870 139,556 LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities Accounts receivablePayable and Accrued Expenses $ 1,800 Total Current Liabilities 1,800 Stockholders' Equity Preferred Stock - $.0001 par value, net 5,000,000 shares authorized; no shares issued and outstanding - Common Stock - $.0001 par value, 300,000,000 shares authorized; shares issued and outstanding 136,959,999 13,696 Additional Paid in Capital 592,984 Accumulated Deficit (468,924 ) Total Stockholders' Equity 137,756 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 139,556 The accompanying notes are an integral part of allowance for bad debts 4,767,736 1,291,158 Inventoriesthe financial statements. NEW HARVEST CAPITAL CORPORATION STATEMENTS OF OPERATIONS For the Years Ended April 30, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property 2005 and equipment, at cost 39,115 38,217 Less : Accumulated depreciation 2004 2005 2004 (15,466 Audited) (3,184 Audited) Property and equipment, net 23,648 35,033 Revenues Interest $ 798 $ 746 Operating Expenses General & Administrative Expenses 9,470 38,664 Total assets Operating Expenses 9,470 38,664 Net Income (Loss) $ 6,646,503 (8,672 ) $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft (37,918 ) Net loss per weighted average number of Common Shares $ 28,923 - $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies Stockholders’ Deficit : - Weighted average number of Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit $ 6,646,503 $ 1,458,487 See Shares outstanding 130,659,999 128,559,999 The accompanying notes to these consolidated are an integral part of the financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations statements. NEW HARVEST CAPITAL CORPORATION STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For the years ended December 31April 30, 2009 December 312005 and 2004 Preferred Preferred Common Common Additional Accumulated Shares Stock Shares Stock Paid-In Capital Deficit Balance at May 1, 2008 Net revenue 2003 - $ 20,579,309 - 128,559,999 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations 12,856 $ 574,324 $ (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 422,334 ) Net Loss from continuing operations for the Year (668,945 37,918 ) Balance at April 30, 2004 - - 128,559,999 12,856 574,324 (460,252 ) Issuance of Common Stock for Services 8,400,000 840 18,660 Net Loss for the Year (8,672 ) Balance at April 30, 2005 - $ - 136,959,999 $ 13,696 $ 592,984 $ (468,924 ) The accompanying notes are an integral part of the financial statements. NEW HARVEST CAPITAL CORPORATION STATEMENT OF CASH FLOWS For the Years Ended April 30, 2005 and 2004 (Audited) (2,412,613 Audited) Discontinued Operations CASH FLOWS FROM OPERATING ACTIVITIES: Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 8,672 ) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 37,918 ) Adjustments to reconcile net income Reconcile Net Loss to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) in current assetsNet Cash Used for Operating Activities: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) Increase (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables & Accruals (149,355 1,200 ) 325,711 16,285 Net cash used in operating activities from continuing operations Cash Used for Operations (732,674 9,872 ) (265,821 21,633 ) Net cash used Decrease in operative activities of entity disposed Cash (1,228 9,872 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 21,633 ) Cash flows from investing activities Acquisition at Beginning of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities Year 149,428 171,061 Cash at End of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance Year $ 90,543 139,556 $ 32,870 Supplement disclosure of cash flow information Interest expense paid 149,428 SCHEDULE OF NONCASH ACTIVITIES: Common Stock Issued for Services $ 239,483 $ 14,294 Income taxes paid $ - $ - See 19,500 The accompanying notes to these consolidated are an integral part of the financial statements ASI Holdings Limited and Subsidiaries statements. NEW HARVEST CAPITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTSSTATEMENTS April 30, 2005 and 2004 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization New Harvest Capital Corporation was organized under the laws of the state of Delaware on August 29, 1985. The Company is currently engaged in the activity of searching for and investigating business opportunities (see Note 2-Subsequent Events).

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited Royalite Petroleum Corp We have audited reviewed the accompanying consolidated balance sheets sheet of ASI Holdings Limited and subsidiaries Royalite Petroleum Corp (an exploration stage company) as of December July 31, 2009 and 2008, 2006 and the related consolidated statements of operations, stockholders’ deficit' equity, and cash flows for each the three months then ended. These interim financial statements are the responsibility of the years in the two-year period ended December 31, 2009. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. of Royalite Petroleum Corp. We conducted our audits review in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards require that we plan and perform of the audit to obtain reasonable assurance about whether Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting taken as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reportingwhole. Accordingly, we do not express no such an opinion. An audit also includes examiningBased on our review, on a test basis, evidence supporting we are not aware of any material modifications that should be made to the amounts and disclosures in the financial statements, 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 accompanying interim consolidated financial statements referred for them to above present fairly, in all material respects, the financial position of ASI Holdings Limited and subsidiaries as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009 be in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 6 to the consolidated financial statements, the Company's significant operating Company has suffered recurring losses and insufficient capital from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the balance sheet of Royalite Petroleum Corp as of April 30, 2006, and the related statements of operations, stockholders’ equity, and cash flows for the period December 2, 2005 (date of inception) to April 30, 2006 (not presented herein); and in our report dated August 25, 2006, we expressed an unqualified opinion on those financial statements which included an explanatory paragraph describing Royalite Petroleum Corp’s ability to continue as a going concern as described in Note 6 to the financial statements. In our opinion, the information set forth in the accompanying balance sheet as of April 30, 2006 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. / Xxxxx & Company / Xxxxx & Company, Inc. Certified Public Accountants Los AngelesWestlake Village, California June ____October 17, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December 2006 ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE COMPANY) BALANCE SHEETS July 31, 2009 As of December 312006 April 30, 2008 2006 ASSETS Current Assets : assets Cash and cash equivalents $ 90,543 - $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 418,337 Prepaid expense 50,000 - Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) 50,000 418,337 Property and equipment, net 23,648 35,033 3,295 3,487 License rights, net 3,000 3,000 Unproven oil and gas properties, full cost method 476,167 288,510 Deposits 3,500 3,500 Total assets $ 6,646,503 535,962 $ 1,458,487 LIABLITIES 716,834 LIABILITIES AND STOCKHOLDERS’ DEFICIT ' EQUITY Current liabilites: Secured bank liabilities Bank overdraft $ 28,923 59,286 $ — Short Term Loan 500,000 — - Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other 41,194 25,425 Loan payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 - related party 40,294 98,294 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies current liabilities 140,774 123,719 Total liabilities 140,774 123,719 Stockholders’ Deficit : ' equity Common Stockstock, $0.1282 0.001 par value; 6,410 6,410 Other Comprehensive loss 200,000,000 shares authorized, 24,960,667 shares issued and outstanding 24,961 24,961 Additional paid-in capital 764,239 764,239 Accumulated deficit during development stage (1,063 394,012 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 196,085 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) stockholders' equity 395,188 593,115 Total liabilities and stockholders’ deficit ' equity $ 6,646,503 535,962 $ 1,458,487 716,834 See accompanying notes Accompanying Notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Financial Statements of Operations 2 ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE COMPANY) STATEMENTS OF OPERATIONS For the years ended period from December 2, 2005 For the Three (Date of Inception) Months Ended Through July 31, 2009 December 2005 July 31, 2008 Net revenue 2006 Revenue $ 20,579,309 - $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 - Operating expenses : Selling Oil and gas exploration expenses 278,572 59,326 73,102 107,192 General and administrative 2,602,421 2,772,721 124,634 286,616 Depreciation and amortization 191 204 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : 197,927 394,012 Loss from operations of discontinued operations before provision for income taxes (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 197,927 ) (2,417,552 394,012 ) Other Comprehensive Income (loss) : Foreign currency translation tax benefit - - Net loss (615 197,927 ) (448 394,012 ) Loss per common share - basic and diluted: Net comprehensive loss $ (647,283 0.01 ) $ (2,418,000 0.02 ) Weighted average common shares outstanding - Basic and diluted 24,960,667 23,866,403 See accompanying notes Accompanying Notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Financial Statements 3 ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY Accumulated Deficit During Total Common Stock Additional Development Stockholders' Shares Amount Paid-in Capital Stage Equity Balance, December 2, 2005 - $ - $ - $ - $ - Issuance of Stockholders’ Equity common stock for cash, $0.001 per share 18,000,000 18,000 - - 18,000 Issuance of common stock for cash, Reg. S - Private Placement, $0.10 per share 2,000,000 2,000 198,000 - 200,000 Issuance of common stock for cash, Reg. D - Private Placement, $0.10 per share 100,000 100 9,900 - 10,000 Issuance of common stock for cash, Reg. S - Private Placement, $0.30 per share 1,860,667 1,861 556,339 - 558,200 Issuance of common stock for licensing rights 3,000,000 3,000 - - 3,000 Net loss - - - (Deficit196,085 ) (196,085 ) Balance, April 30, 2006 24,960,667 24,961 764,239 (196,085 ) 593,115 Net loss - - - (197,927 ) (197,927 ) Balance, July 31, 2006 24,960,667 24,961 764,239 (394,012 ) 395,188 See Accompanying Notes to Financial Statements 4 ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE COMPANY) STATEMENTS OF CASH FLOWS Period from December 2, 2005 For the years ended December Three (Date of inception) Months Ended through July 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 2005 July 31, 2007 50,000 $ 6,410 $ — 2006 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 197,927 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 394,012 ) Adjustments to reconcile net income loss from operating to net cash provided by used in operating activities activities: Depreciation 12,282 3,184 Decrease / and amortization 191 204 Changes in operating assets and liabilities: Other current assets (Increase) in current assets: Accounts receivable (3,476,598 50,000 ) (1,291,159 53,500 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 and accrued liabilities 15,770 41,195 Net cash used in operating activities from continuing operations (732,674 231,966 ) (265,821 406,113 ) Net cash used in operative activities of entity disposed CASH FLOW FROM INVESTING ACTIVITIES Cash paid on unproven oil leases (1,228 187,657 ) (665 476,167 ) Net cash provided by operating activities Purchase of fixed assets - (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 3,500 ) Net cash used in investing activities from continuing operations (897 187,657 ) (38,217 479,667 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used CASH FLOW FROM FINANCING ACTIVITIES Change in investing activities bank overdraft 59,286 59,286 Payment on notes payable (897 58,000 ) (18,279 58,000 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 stock issuance - 786,200 Proceeds from (payments to) borrowings from related parties (38,509 ) — party - 40,294 Proceeds from borrowings on loan payable - 58,000 Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by 1,286 885,780 NET CHANGE IN CASH (used in418,337 ) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance - CASH AT BEGINNING OF YEAR 418,337 - CASH AT END OF PERIOD $ 90,543 - $ 32,870 Supplement disclosure of cash flow information - SUPPLEMENTAL INFORMATION Interest expense paid Paid $ 239,483 - $ 14,294 - Income taxes paid Taxes Paid $ - $ - See accompanying notes Accompanying Notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries Financial Statements ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited FFD Financial Corporation We have audited the accompanying consolidated balance sheets statements of ASI Holdings Limited and subsidiaries financial condition of FFD Financial Corporation as of December 31June 30, 2009 2005 and 20082004, and the related consolidated statements of operationsearnings, stockholders’ deficitcomprehensive income, shareholders' equity and cash flows for each of the three years in the two-year period ended December 31June 30, 20092005. ASI Holdings Limited and subsidiaries’ management is responsible for these These consolidated financial statementsstatements are the responsibility of the Corporation'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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company Corporation is not required to have, nor were we engaged to perform, perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s Corporation's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 financial position of ASI Holdings Limited and subsidiaries FFD Financial Corporation as of December 31June 30, 2009 2005 and 20082004, and the results of its operations and its cash flows for each of the three years in the two-year period ended December 31June 30, 2009 2005, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated /s/ Grant Thornton LLP Cixxxxxxxx, Xxxx August 18, 2005 (except for Note M, as to which the date is September 15, 2005) FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION June 30, 2005 and 2004 (In thousands, except share data) ASSETS 2005 2004 Cash and due from banks $ 2,113 $ 1,999 Interest-bearing deposits in other financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December 31, 2009 As of December 31, 2008 ASSETS Current Assets : institutions 5,672 8,821 --------- --------- Cash and cash equivalents 7,785 10,820 Investment securities designated as available for sale - at market 3,485 4,402 Mortgage-backed securities designated as available for sale - at market 500 630 Mortgage-backed securities held to maturity - at amortized cost, approximate market value of $225 and $411 as of June 30, 2005 and 2004, respectively 220 395 Loans receivable - net 131,168 114,288 Loans held for sale - at lower of cost or market 325 217 Office premises and equipment - at depreciated cost 2,031 2,028 Stock in Federal Home Loan Bank - at cost 2,140 2,047 Accrued interest receivable 450 381 Prepaid expenses and other assets 239 275 Prepaid federal income taxes 252 409 --------- --------- Total assets $ 90,543 148,595 $ 32,870 Accounts receivable135,892 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Deposits $ 111,495 $ 105,446 Advances from the Federal Home Loan Bank 17,880 12,669 Accrued interest payable 155 97 Other liabilities 1,385 719 Deferred federal income taxes 242 223 --------- --------- Total liabilities 131,157 119,154 Commitments -- -- Shareholders' equity Preferred stock - authorized 1,000,000 shares without par value; no shares issued -- -- Common stock - authorized 5,000,000 shares without par or stated value; 1,454,750 shares issued -- -- Additional paid-in capital 7,987 7,910 Retained earnings - restricted 12,954 12,385 Accumulated comprehensive loss; unrealized losses on securities designated as available for sale, net of allowance for bad debts 4,767,736 1,291,158 Inventoriesrelated tax effects (9) (66) Shares acquired by stock benefit plans (334) (444) Less 264,773 and 266,757 treasury shares at June 30, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property 2005 and equipment2004, respectively - at cost 39,115 38,217 Less : Accumulated depreciation (15,466 3,160) (3,184 3,047) Property and equipment, net 23,648 35,033 --------- --------- Total assets $ 6,646,503 $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) shareholders' equity 17,438 16,738 --------- --------- Total liabilities and stockholders’ deficit shareholders' equity $ 6,646,503 148,595 $ 1,458,487 See 135,892 ========= ========= The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS Years ended June 30, 2005, 2004 and 2003 (In thousands, except per share data) 2005 2004 2003 Interest income Loans $ 6,683 $ 6,043 $6,373 Mortgage-backed securities 36 58 99 Investment securities 170 132 109 Interest-bearing deposits and other 184 127 177 ------- ------- ------ Total interest income 7,073 6,360 6,758 Interest expense Deposits 1,917 1,899 2,382 Borrowings 604 588 584 ------- ------- ------ Total interest expense 2,521 2,487 2,966 ------- ------- ------ Net interest income 4,552 3,873 3,792 Provision for losses on loans 11 25 131 ------- ------- ------ Net interest income after provision for losses on loans 4,541 3,848 3,661 Other income Gain on sale of Operations loans 226 354 908 Loss on sale of real estate acquired through foreclosure -- (7) -- Gain on redemption of securities 329 -- -- Other operating 362 269 130 ------- ------- ------ Total other income 917 616 1,038 General, administrative and other expense Employee compensation and benefits 1,755 1,537 1,252 Occupancy and equipment 384 391 387 Franchise taxes 209 210 191 Data processing 288 285 269 Other operating 1,177 1,000 1,034 ------- ------- ------ Total general, administrative and other expense 3,813 3,423 3,133 ------- ------- ------ Earnings before income taxes 1,645 1,041 1,566 Federal income taxes Current 569 311 520 Deferred (10) 43 14 ------- ------- ------ Total federal income taxes 559 354 534 ------- ------- ------ NET EARNINGS $ 1,086 $ 687 $1,032 ======= ======= ====== EARNINGS PER SHARE Basic $ .94 $ .59 $ .88 ======= ======= ====== Diluted $ .92 $ .58 $ .86 ======= ======= ====== The accompanying notes are an integral part of these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years ended June 30, 2005, 2004 and 2003 (In thousands) 2005 2004 2003 Net earnings $ 1,086 $ 687 $ 1,032 Other comprehensive income, net of tax: Unrealized holding gains (losses) on securities during the period, net of taxes (benefits) of $29, $(38) and $(5) in 2005, 2004 and 2003, respectively 57 (74) (11) ------- ----- ------- Comprehensive income $ 1,143 $ 613 $ 1,021 ======= ===== ======= Accumulated comprehensive income (loss) $ (9) $ (66) $ 8 ======= ===== ======= The accompanying notes are an integral part of these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the years ended December 31June 30, 2009 December 312005, 2008 2004 and 2003 (In thousands, except per share data) Unrealized gains (losses) on securities Additional designated Common paid-in Retained as available stock capital earnings for sale Balance at July 1, 2002 $ -- $ 7,861 $ 11,629 $ 19 Net revenue $ 20,579,309 $ 7,332,017 Cost earnings for the year ended June 30, 2003 -- -- 1,032 -- Purchase of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations treasury shares -- -- -- -- Amortization expense of stock benefit plans -- 39 -- -- Unrealized losses on securities designated as available for sale, net of related tax effects -- -- -- (555,157 11) Exercise of stock options -- (2,391,259 11) Other income -- -- Dividends of $.395 per share -- -- (expenses459) : Total other income -- -------- -------- -------- ----- Balance at June 30, 2003 -- 7,889 12,202 8 Net earnings for the year ended June 30, 2004 -- -- 687 -- Purchase of treasury shares -- -- -- Amortization expense of stock benefit plans -- 51 -- -- Unrealized losses on securities designated as available for sale, net of related tax effects -- -- -- (expenses74) Exercise of stock options -- (113,789 30) -- Dividends of $.415 per share -- -- (21,354 504) -- -------- -------- -------- ----- Balance at June 30, 2004 -- 7,910 12,385 (66) Net Loss from continuing operations earnings for the year ended June 30, 2005 -- -- 1,086 -- Purchase of treasury shares -- -- -- -- Amortization expense of stock benefit plans -- 72 -- -- Unrealized gains on securities designated as available for sale, net of related tax effects -- -- -- 57 Exercise of stock options -- 5 -- -- Dividends of $.435 per share -- -- (668,945 517) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss -- -------- -------- -------- ----- Balance at June 30, 2005 $ -- $ 7,987 $ 12,954 $ (647,283 9) ======== ======== ======== ===== Shares acquired by stock Treasury benefit shares- plans at cost Total Balance at July 1, 2002 $ (677) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 2,291) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) 16,541 Net loss earnings for the year ended June 30, 2003 -- -- 1,032 Purchase of treasury shares -- (2,417,552 380) (2,417,552 380) Amortization expense of stock benefit plans 118 -- 157 Unrealized losses on securities designated as available for sale, net of related tax effects -- -- (11) Exercise of stock options -- 49 38 Dividends of $.395 per share -- -- (459) -------- ----------- -------- Balance December 31at June 30, 2008 50,000 $ 6,410 2003 (559) (2,622) 16,918 Net earnings for the year ended June 30, 2004 -- -- 687 Purchase of treasury shares -- (769) (769) Amortization expense of stock benefit plans 115 -- 166 Unrealized losses on securities designated as available for sale, net of related tax effects -- -- (74) Exercise of stock options -- 344 314 Dividends of $.415 per share -- -- (504) -------- ----------- -------- Balance at June 30, 2004 (444) (3,047) 16,738 Net earnings for the year ended June 30, 2005 -- -- 1,086 Purchase of treasury shares -- (411) (411) Amortization expense of stock benefit plans 110 -- 182 Unrealized gains on securities designated as available for sale, net of related tax effects -- -- 57 Exercise of stock options -- 298 303 Dividends of $.435 per share -- -- (517) -------- ----------- -------- Balance at June 30, 2005 $ (448 334) $ (12,287 3,160) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See 17,438 ======== =========== ======== The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended December 31June 30, 2009 December 312005, 2008 2004 and 2003 (In thousands) 2005 2004 2003 Cash flows from operating activities activities: Net Loss from continuing operations earnings for the year $ (668,945 ) 1,086 $ (2,412,613 ) 687 $ 1,032 Adjustments to reconcile net income earnings to net cash provided by operating activities activities: Amortization of premiums and discounts on investments and mortgage-backed securities - net -- 5 67 Amortization of deferred loan origination (fees) costs 48 39 (24) Depreciation 12,282 3,184 Decrease / and amortization 175 187 201 Gain on redemption of investment securities (Increase329) -- -- Provision for losses on loans 11 25 131 Gain on sale of loans (65) (62) (443) Loans originated for sale (10,530) (28,202) (45,602) Proceeds from sale of mortgage loans in the secondary market 10,487 29,814 44,615 Proceeds from sale of loans to other financial institutions 2,921 -- -- Loss on sale of real estate acquired through foreclosure -- 7 -- Amortization expense of stock benefit plans 182 166 157 Federal Home Loan Bank stock dividends (93) (80) (82) Tax benefit of stock options exercised 36 32 -- Increase (decrease) in current assetscash due to changes in: Accounts Accrued interest receivable (3,476,598 69) 5 68 Prepaid expenses and other assets 21 (24) 44 Other liabilities 666 (216) 522 Accrued interest payable 58 1 (4) Federal income taxes Current 157 (87) (1,291,159 59) Inventories Deferred (1,640,572 10) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) 43 14 -------- -------- -------- Net cash provided by operating activities 4,752 2,340 637 Cash flows used in investing activities: Purchase of investment securities designated as available for sale -- (733,902 5,500) (266,486 7,510) Cash flows Proceeds from investing activities Acquisition maturity of plant, property, investment securities 1,000 2,500 8,000 Proceeds from redemption of investment securities 344 -- -- Purchase of mortgage-backed securities designated as available for sale -- -- (956) Principal repayments on mortgage-backed securities 308 442 2,602 Loan principal repayments 36,188 41,633 41,319 Loan disbursements (56,048) (41,639) (49,068) Purchase of office premises and equipment (897 178) (38,217 ) Net cash used in investing activities from continuing operations (897 81) (38,217 343) Net cash provided by investing activities of entity disposed — 19,938 -------- -------- -------- Net cash used in investing activities (897 18,386) (18,279 2,645) (5,956) -------- -------- -------- Net cash used in operating and investing activities (subtotal carried forward) (13,634) (305) (5,319) -------- -------- -------- The accompanying notes are an integral part of these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) Years ended June 30, 2005, 2004 and 2003 (In thousands) 2005 2004 2003 Net cash used in operating and investing activities (subtotal brought forward) $(13,634) $ (305) $ (5,319) Cash flows from provided by (used in) financing activities activities: Net increase in deposit accounts 6,049 1,095 8,809 Proceeds from Federal Home Loan Bank advances 10,495 1,525 -- Repayments of Federal Home Loan Bank advances (repayment of5,284) installment loan 859,285 145,083 Payments to related parties — 199 (2,747) (3,662) Proceeds from exercise of stock options 267 282 38 Purchase of treasury shares (payments to411) related parties (38,509 769) — Net cash provided by financing activities from continuing operations 820,776 145,282 (380) Cash dividends paid on common stock (517) (504) (459) -------- -------- -------- Net cash provided by (used in) financing activities of entity disposed 10,599 (33,328 1,118) 86,710 4,346 -------- -------- -------- Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase decrease in cash and cash equivalents 57,673 (1,535 3,035) (1,423) (973) Cash and cash equivalents, equivalents at beginning balance 32,870 34,405 of year 10,820 12,243 13,216 -------- -------- -------- Cash and cash equivalents, ending balance equivalents at end of year $ 90,543 7,785 $ 32,870 Supplement 10,820 $ 12,243 ======== ======== ======== Supplemental disclosure of cash flow information information: Cash paid during the year for: Federal income taxes $ 376 $ 390 $ 600 ======== ======== ======== Interest expense paid on deposits and borrowings $ 239,483 2,463 $ 14,294 Income taxes paid 2,486 $ - 2,970 ======== ======== ======== Supplemental disclosure of noncash investing activities: Unrealized gains (losses) on securities designated as available for sale, net of applicable tax effects $ - See 57 $ (74) $ (11) ======== ======== ======== Recognition of mortgage servicing rights in accordance with SFAS No. 140 $ 161 $ 292 $ 465 ======== ======== ======== Transfers from loans to real estate acquired through foreclosure $ -- $ -- $ 161 ======== ======== ======== Loans originated upon sale of real estate acquired through foreclosure $ -- $ 147 $ -- ======== ======== ======== The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited and Subsidiaries statements. FFD FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTSSTATEMENTS June 30, 2005, 2004 and 2003 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FFD Financial Corporation (the "Corporation") is a savings and loan holding company whose activities are primarily limited to holding the stock of its wholly-owned subsidiary, First Federal Community Bank (the "Bank"). The Bank conducts a general banking business in north central Ohio which consists of attracting deposits from the general public and applying those funds to the origination of loans for residential, consumer and nonresidential purposes. The Bank's profitability is significantly dependent on net interest income, which is the difference between interest income generated from interest-earning assets (i.e. loans and investments) and the interest expense paid on interest-bearing liabilities (i.e. customer deposits and borrowed funds). Net interest income is affected by the relative amount of interest-earning assets and interest-bearing liabilities and the interest received or paid on these balances. The level of interest rates paid or received by the Bank can be significantly influenced by a number of environmental factors, such as governmental monetary policy, that are outside of management's control. The consolidated financial information presented herein has been prepared in accordance with accounting principles generally accepted in the United States of America ("U. S. GAAP") and general accounting practices within the financial services industry. In preparing consolidated financial statements in accordance with U. S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from such estimates. A summary of significant accounting policies which have been consistently applied in the preparation of the accompanying consolidated financial statements follows:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited of Duke Energy Corporation: We have audited the accompanying consolidated balance sheets of ASI Holdings Limited Duke Energy Corporation and subsidiaries (Duke Energy) as of December 31, 2009 2005 and 20082004, and the related consolidated statements of operations, common stockholders’ deficitequity, and comprehensive income (loss), and cash flows for each of the three years in the two-year period ended December 31, 20092005. ASI Holdings Limited Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and subsidiaries’ management is responsible for these consolidated financial statementsstatement schedule are the responsibility of Duke Energy’s management. Our responsibility is to express an opinion on these consolidated the financial statements and financial statement schedule based on 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 such consolidated financial statements referred to above present fairly, in all material respects, the financial position of ASI Holdings Limited and subsidiaries as of Duke Energy at December 31, 2009 2005 and 20082004, and the results of its operations and its cash flows for each of the three years in the two-year period ended December 31, 2009 2005, in conformity with accounting principles generally accepted in the United States of America. The accompanying Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements have been prepared assuming that the Company will continue taken as a going concernwhole, presents fairly, in all material respects, the information set forth therein. As discussed in Note 1 to 1, Duke Energy adopted the consolidated financial statementsprovisions of Statement of Financial Accounting Standards No. 149, the Company's significant operating losses “Amendment of Statement 133 on Derivative Instruments and insufficient capital raise substantial doubt about its ability to continue Hedging Activities,” as a going concernof July 1, 2003. Management's plans regarding those matters also are described As discussed in Note 1, Duke Energy adopted the provisions of Emerging Issues Task Force No. The consolidated 02-3, “Accounting for Contracts Involved in Energy Trading and Risk Management Activities,” as of January 1, 2003. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Duke Energy’s internal control over financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As reporting as of December 31, 2009 As 2005, based on the criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission and our report dated March 3, 2006 expressed an unqualified opinion on management’s assessment of the effectiveness of Duke Energy’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. DELOITTE & TOUCHE LLP Charlotte, North Carolina March 3, 2006 (December 8, 2006 as to the segment change described in Note 3 and the references to subsequent events in Note 24) DUKE ENERGY CORPORATION Consolidated Statements of Operations (In millions, except per-share amounts) Years Ended December 31, 2008 2005 2004 2003 Operating Revenues Non-regulated electric, natural gas, natural gas liquids, and other $ 7,661 $ 12,232 $ 10,088 Regulated electric 5,406 5,041 4,851 Regulated natural gas and natural gas liquids 3,679 3,276 3,082 Total operating revenues 16,746 20,549 18,021 Operating Expenses Natural gas and petroleum products purchased 6,279 10,156 8,479 Operation, maintenance and other 3,553 3,317 3,496 Fuel used in electric generation and purchased power 1,584 1,576 1,465 Depreciation and amortization 1,728 1,750 1,675 Property and other taxes 571 513 499 Impairments and other charges 140 64 1,219 Impairment of goodwill — — 254 Total operating expenses 13,855 17,376 17,087 Gains on Sales of Investments in Commercial and Multi-Family Real Estate 191 192 84 Gains (Losses) on Sales of Other Assets, net 534 (404 ) (199 ) Operating Income 3,616 2,961 819 Other Income and Expenses Equity in earnings of unconsolidated affiliates 479 161 123 Gains (Losses) on sales and impairments of equity method investments 1,225 (4 ) 279 Other income and expenses, net 96 148 148 Total other income and expenses 1,800 305 550 Interest Expense 1,062 1,281 1,330 Minority Interest Expense 538 200 62 Earnings (Loss) From Continuing Operations Before Income Taxes 3,816 1,785 (23 ) Income Tax Expense (Benefit) from Continuing Operations 1,283 533 (94 ) Income From Continuing Operations 2,533 1,252 71 (Loss) Income From Discontinued Operations, net of tax (705 ) 238 (1,232 ) Income (Loss) Before Cumulative Effect of Change in Accounting Principle 1,828 1,490 (1,161 ) Cumulative Effect of Change in Accounting Principle, net of tax and minority interest (4 ) — (162 ) Net Income (Loss) 1,824 1,490 (1,323 ) Dividends and Premiums on Redemption of Preferred and Preference Stock 12 9 15 Earnings (Loss) Available For Common Stockholders $ 1,812 $ 1,481 $ (1,338 ) Common Stock Data Weighted-average shares outstanding Basic 934 931 903 Diluted 970 966 904 Earnings per share (from continuing operations) Basic $ 2.69 $ 1.33 $ 0.06 Diluted $ 2.61 $ 1.29 $ 0.06 (Loss) Earnings per share (from discontinued operations) Basic $ (0.75 ) $ 0.26 $ (1.36 ) Diluted $ (0.73 ) $ 0.25 $ (1.36 ) Earnings (Loss) per share (before cumulative effect of change in accounting principle) Basic $ 1.94 $ 1.59 $ (1.30 ) Diluted $ 1.88 $ 1.54 $ (1.30 ) Earnings (Loss) per share Basic $ 1.94 $ 1.59 $ (1.48 ) Diluted $ 1.88 $ 1.54 $ (1.48 ) Dividends per share $ 1.17 $ 1.10 $ 1.10 See Notes to Consolidated Financial Statements DUKE ENERGY CORPORATION Consolidated Balance Sheets (In millions) December 31, 2005 2004 ASSETS Current Assets : Cash and cash equivalents $ 90,543 511 $ 32,870 Accounts receivable, 533 Short-term investments 632 1,319 Receivables (net of allowance for bad debts 4,767,736 1,291,158 Inventoriesdoubtful accounts of $127 at December 31, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 2005 and $135 at December 31, 2004) 2,580 3,184 Inventory 863 942 Assets held for sale 1,528 40 Unrealized gains on mark-to-market and hedging transactions 87 962 Other 1,756 938 Total current assets 6,622,854 1,423,454 Property 7,957 7,918 Investments and equipmentOther Assets Investments in unconsolidated affiliates 1,933 1,292 Nuclear decommissioning trust funds 1,504 1,374 Goodwill 3,775 4,148 Notes receivable 138 232 Unrealized gains on mark-to-market and hedging transactions 62 1,379 Assets held for sale 3,597 84 Investments in residential, commercial and multi-family real estate (net of accumulated depreciation of $17 at cost 39,115 38,217 December 31, 2005 and $15 at December 31, 2004) 1,281 1,128 Other 2,743 1,949 Total investments and other assets 15,033 11,586 Property, Plant and Equipment Cost 40,574 46,806 Less : Accumulated accumulated depreciation (15,466 and amortization 11,374 13,000 Net property, plant and equipment 29,200 33,806 Regulatory Assets and Deferred Debits Deferred debt expense 269 297 Regulatory assets related to income taxes 1,338 1,269 Other 926 894 Total regulatory assets and deferred debits 2,533 2,460 Total Assets $ 54,723 $ 55,770 See Notes to Consolidated Financial Statements DUKE ENERGY CORPORATION Consolidated Balance Sheets—(Continued) (3,184 In millions) Property and equipmentDecember 31, net 23,648 35,033 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES 2005 2004 LIABILITIES AND COMMON STOCKHOLDERS’ DEFICIT ' EQUITY Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Liabilities Accounts payable 7,684,336 3,202,510 Provision $ 2,431 $ 2,414 Notes payable and commercial paper 83 68 Taxes accrued 327 273 Interest accrued 230 287 Liabilities associated with assets held for warranty service 276,362 — Accrued Expenses sale 1,488 30 Current maturities of long-term debt 1,400 1,832 Unrealized losses on mark-to-market and hedging transactions 204 819 Other 2,255 1,779 Total current liabilities 8,418 7,502 Long-term Debt 14,547 16,932 Deferred Credits and Other Liabilities Deferred income taxes 5,253 5,228 Investment tax credit 144 154 Unrealized losses on mark-to-market and hedging transactions 10 971 Liabilities associated with assets held for sale 2,085 14 Asset retirement obligations 2,058 1,926 Other 5,020 4,982 Total deferred credits and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 liabilities 14,570 13,275 Commitments and Contingencies Minority Interests 749 1,486 Preferred and preference stock without sinking fund requirements — 134 Common Stockholders’ Deficit : ' Equity Common Stockstock, $0.1282 par valueno par, 2 billion shares authorized; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities 928 million and stockholders’ deficit $ 6,646,503 $ 1,458,487 See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations For the years ended 957 million shares outstanding at December 31, 2009 2005 and December 31, 2008 Net revenue 2004, respectively 10,388 11,252 Retained earnings 5,335 4,539 Accumulated other comprehensive income 716 650 Total common stockholders' equity 16,439 16,441 Total Liabilities and Common Stockholders' Equity $ 20,579,309 54,723 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) 55,770 See accompanying notes Notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Financial Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries DUKE ENERGY CORPORATION Consolidated Statements of Cash Flows For the years ended (In millions) Years Ended December 31, 2009 December 31, 2008 Cash flows from operating activities 2005 2004 2003 CASH FLOWS FROM OPERATING ACTIVITIES Net Loss from continuing operations income (loss) $ 1,824 $ 1,490 $ (668,945 ) $ (2,412,613 1,323 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities activities: Depreciation 12,282 3,184 Decrease / and amortization (including amortization of nuclear fuel) 1,884 2,037 1,987 Cumulative effect of change in accounting principle 4 — 162 Gains on sales of investments in commercial and multi-family real estate (191 ) (201 ) (103 ) Gains on sales of equity investments and other assets (1,646 ) (193 ) (86 ) Impairment charges 36 194 3,495 Deferred income taxes 282 867 (534 ) Minority Interest 538 195 61 Equity in earnings of unconsolidated affiliates (479 ) (161 ) (123 ) Purchased capacity levelization (14 ) 92 194 Contribution to company-sponsored pension plans (45 ) (279 ) (194 ) (Increase) decrease in current assets: Accounts receivable Net realized and unrealized mark-to-market and hedging transactions 468 216 (3,476,598 15 ) Receivables (255 ) (1,291,159 231 ) Inventories 1,188 Inventory (1,640,572 80 ) (68,535 48 ) (30 ) Other current assets (25,311 944 ) (26,618 33 ) (Decrease104 ) / Increase (decrease) in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables 81 (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 5 ) (265,821 1,047 ) Net cash used in operative activities of entity disposed Taxes accrued 53 188 (1,228 168 ) Other current liabilities 622 91 70 Capital expenditures for residential real estate (355 ) (665 322 ) (196 ) Cost of residential real estate sold 294 268 167 Other, assets 191 (155 ) (162 ) Other, liabilities 533 158 165 Net cash provided by operating activities 2,801 4,168 3,404 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (733,902 2,309 ) (266,486 2,161 ) Cash flows (2,260 ) Investment expenditures, net of refund (43 ) (46 ) (153 ) Acquisitions, net of cash acquired (294 ) — — Purchases of available-for-sale securities (41,073 ) (65,929 ) (40,451 ) Proceeds from investing activities Acquisition sales and maturities of plant, propertyavailable-for-sale securities 40,887 65,098 40,004 Net proceeds from the sales of and distributions from equity investments and other assets, and equipment sales of and collections on notes receivable 2,375 1,619 1,976 Proceeds from the sales of commercial and multi-family real estate 372 606 314 Settlement of net investment xxxxxx and other investing derivatives (897 321 ) — — Distributions from equity investments 383 — — Other (38,217 86 ) 20 (106 ) Net cash used in investing activities from continuing operations (897 109 ) (38,217 793 ) Net cash provided by investing activities (676 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the: Issuance of entity disposed long-term debt 543 153 3,009 Issuance of common stock and common stock related to employee benefit plans 41 1,704 277 Payments for the redemption of: Long-term debt (1,346 ) (3,646 ) (2,849 ) Preferred stock of a subsidiary — 19,938 (176 ) (38 ) Preferred and preference stock (134 ) — — Guaranteed preferred beneficial interests in subordinated notes — — (250 ) Notes payable and commercial paper 165 (67 ) (1,702 ) Distributions to minority interests (861 ) (1,477 ) (2,508 ) Contributions from minority interests 779 1,277 2,432 Dividends paid (1,105 ) (1,065 ) (1,051 ) Repurchase of common shares (933 ) — — Proceeds from Duke Energy Income Fund 110 — — Other 24 19 23 Net cash used in investing financing activities (897 2,717 ) (18,279 3,278 ) Cash flows from financing activities Proceeds from (repayment of2,657 ) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on Changes in cash and cash equivalents 5,024 51,239 included in assets held for sale 3 39 (55 ) Net (decrease) increase in cash and cash equivalents 57,673 (1,535 22 ) 136 16 Cash and cash equivalents, equivalents at beginning balance 32,870 34,405 of period 533 397 381 Cash and cash equivalentsequivalents at end of period $ 511 $ 533 $ 397 Supplemental Disclosures Xxxx paid for interest, ending balance net of amount capitalized $ 90,543 1,089 $ 32,870 Supplement disclosure 1,323 $ 1,324 Cash paid (refunded) for income taxes $ 546 $ (339 ) $ (18 ) Significant non-cash transactions: Transfer of DEFS Canadian facilities $ 97 $ — $ — AFUDC—equity component $ 30 $ 25 $ 74 Conversion of convertible notes to stock $ 28 $ — $ — Debt retired in connection with disposition of businesses $ — $ 840 $ 387 Note receivable from sale of southeastern plants $ — $ 48 $ — Remarketing of senior notes $ — $ 1,625 $ — See Notes to Consolidated Financial Statements DUKE ENERGY CORPORATION Consolidated Statements of Common Stockholders' Equity and Comprehensive Income (Loss) (In millions) Accumulated Other Comprehensive Income (Loss) Common Stock Shares Common Stock Retained Earnings Foreign Currency Adjustments Net Gains (Losses) on Cash Flow Xxxxxx Minimum Pension Liability Adjustment Other Total Balance December 31, 2002 895 $ 9,236 $ 6,417 $ (647 ) $ 422 $ (484 ) $ — $ 14,944 Net loss — — (1,323 ) — — — — (1,323 ) Other Comprehensive Loss Reclassification into earnings from cash flow information Interest expense paid xxxxxx(c) — — — — (240 ) — — (240 ) Total comprehensive loss (445 ) Dividend reinvestment and employee benefits 16 283 (6 ) — — — — 277 Common stock dividends — — (993 ) — — — — (993 ) Other capital stock transactions, net — — (20 ) — — — — (20 ) Balance December 31, 2003 911 $ 239,483 9,519 $ 14,294 4,060 $ 315 $ 298 $ (444 ) $ — $ 13,748 Other Comprehensive Income taxes paid Foreign currency translation adjustments — — — 279 — — — 279 Reclassification into earnings from cash flow xxxxxx(c) — — — — (83 ) — — (83 ) Total comprehensive income 1,971 Dividend reinvestment and employee benefits 5 108 20 — — — — 128 Equity offering 41 1,625 — — — — — 1,625 Other capital stock transactions, net — — (4 ) — — — — (4 ) Balance December 31, 2004 957 $ - 11,252 $ - See accompanying notes to these consolidated financial statements ASI Holdings Limited 4,539 $ 540 $ 526 $ (416 ) $ — $ 16,441 Other Comprehensive Income Foreign currency translation adjustments — — — 306 — — — 306 Net unrealized gains on cash flow xxxxxx(b) — — — — 413 — — 413 Reclassification into earnings from cash flow xxxxxx(c) — — — — (1,026 ) — — (1,026 ) Minimum pension liability adjustment (d) — — — — — 356 — 356 Total comprehensive income 1,890 Dividend reinvestment and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTSemployee benefits 3 41 44 — — — — 85 Stock repurchase (33 ) (933 ) — — — — — (933 ) Common stock dividends — — (1,093 ) — — — — (1,093 ) Balance December 31, 2005 928 $ 10,388 $ 5,335 $ 846 $ (87 ) $ (60 ) $ 17 $ 16,439

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited Royalite Petroleum Corp Henderson, Nevada We have audited the accompanying consolidated balance sheets sheet of ASI Holdings Limited and subsidiaries Royalite Petroleum Corp, an exploration stage company, as of December 31April 30, 2009 and 20082006, and the related consolidated statements of operationsoperations and accumulated deficit, changes in stockholders’ equity (deficit), and cash flows for each the period December 2, 2005 (date of inception) to April 30, 2006. These financial statements are the years in the two-year period ended December 31, 2009. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statementsresponsibility of Royalite Petroleum Corp’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our auditsaudit. We conducted our audits audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ASI Holdings Limited and subsidiaries Royalite Petroleum Corp, an exploration stage company, as of December 31April 30, 2009 and 20082006, and the results of its operations operations, changes in stockholders’ equity (deficit) and its cash flows for each the period December 2, 2005 (date of the years in the two-year period ended December 31inception) to April 30, 2009 2006, in conformity with accounting principles generally accepted in the The United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant operating Company has suffered recurring losses and insufficient capital from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx / Xxxxx & Company / Xxxxx & Company, Inc. Certified Public Accountants Los AngelesWestlake Village, California June ____August 25, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December 312006 ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE COMPANY) BALANCE SHEET April 30, 2009 As of December 31, 2008 2006 ASSETS Current Assets : assets Cash and cash equivalents $ 90,543 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 418,337 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) 418,337 Property and equipment, net 23,648 35,033 3,487 License rights 3,000 Unproven oil and gas properties, full cost method 288,510 Deposits 3,500 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES 716,834 LIABILITIES AND STOCKHOLDERS’ DEFICIT ' EQUITY Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — liabilities Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other $ 25,425 Loan payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 - related party 98,294 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies current liabilities 123,719 Total liabilities 123,719 Stockholders’ Deficit : ' equity Common Stockstock, $0.1282 0.001 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) 200,000,000 shares authorized, 24,961,667 shares issued and outstanding 24,961 Additional paid-in capital 764,239 Accumulated deficit during development stage (2,930,658 ) (2,283,990 196,085 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) stockholders' equity 593,115 Total liabilities and stockholders’ deficit ' equity $ 6,646,503 $ 1,458,487 716,834 See accompanying notes Accompanying Notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Financial Statements of Operations ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE COMPANY) STATEMENT OF OPERATIONS For the years ended period from December 312, 2009 December 312005 (Date of Inception) Through April 30, 2008 Net revenue 2006 Revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 - Operating expenses : Selling Oil and gas exploration expenses 278,572 59,326 34,090 General and administrative 2,602,421 2,772,721 161,982 Depreciation 13 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : 196,085 Loss from operations of discontinued operations before provision for income taxes (including noncontrolling interest196,085 ) — (4,939 ) Gain on disposal of subsidiary 22,277 — Income tax benefit - Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 196,085 ) (448 ) Loss per common share - basic and diluted: Net comprehensive loss $ (647,283 0.01 ) Weighted average common shares outstanding - Basic and diluted 22,585,000 See Accompanying Notes to Financial Statements ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY Accumulated Deficit During Total Common Stock Additional Development Stockholders' Shares Amount Paid-in Capital Stage Equity Balance, December 2, 2005 - $ - $ - $ - $ - Issuance of common stock for cash, 18,000,000 18,000 - - 18,000 $0.001 per share Issuance of common stock for cash, 2,000,000 2,000 198,000 - 200,000 Reg. S - Private Placement, $0.10 per share Issuance of common stock for cash, 100,000 100 9,900 - 10,000 Reg. D - Private Placement, $0.10 per share Issuance of common stock for cash, 1,860,667 1,861 556,339 - 558,200 Reg. S - Private Placement, $0.30 per share Issuance of common stock for licensing rights 3,000,000 3,000 - - 3,000 Net loss - - - (196,085 ) (196,085 ) Balance, April 30, 2006 24,960,667 24,961 764,239 (196,085 ) 593,115 See Accompanying Notes to Financial Statements ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE COMPANY) STATEMENT OF CASH FLOWS Period from December 2, 2005 (Date of inception) through April 30, 2006 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 196,085 ) Adjustments to reconcile net income loss to net cash provided by used in operating activities activities: Depreciation 12,282 3,184 Decrease / (Increase) 13 Changes in operating assets and liabilities: Other current assets: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 3,500 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 and accrued liabilities 25,425 Net cash used in operating activities from continuing operations (732,674 174,147 ) CASH FLOW FROM INVESTING ACTIVITIES Cash paid on mineral property claims (265,821 288,510 ) Net cash used in operative activities Purchase of entity disposed fixed assets (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 3,500 ) Net cash used in investing activities from continuing operations (897 292,010 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities CASH FLOW FROM FINANCING ACTIVITIES Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 stock issuance 786,200 Proceeds from (payments to) borrowings from related parties (38,509 ) — party 40,294 Proceeds from borrowings on loan payable 58,000 Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance 884,494 NET CHANGE IN CASH 418,337 CASH AT BEGINNING OF PERIOD - CASH AT END OF PERIOD $ 90,543 $ 32,870 Supplement disclosure of cash flow information 418,337 SUPPLEMENTAL INFORMATION Interest expense paid $ 239,483 $ 14,294 Income taxes paid Paid $ - Income Taxes Paid $ - See accompanying notes Accompanying Notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries Financial Statements ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE ENTERPRISE) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited of BioSig Technologies, Inc. (a Development Stage Company) We have audited the accompanying consolidated balance sheets of ASI Holdings Limited and subsidiaries BioSig Technologies. Inc. (a Development Stage Company) as of December 31, 2009 2012 and 20082011, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in then ended and for the two-year period ended from February 24, 2009 (date of inception) to December 31, 20092012. ASI Holdings Limited and subsidiaries’ BioSig Technologies, Inc’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial position of ASI Holdings Limited and subsidiaries BioSig Technologies, Inc. as of December 31, 2009 2012 and 20082011, and the results of its operations and its cash flows for each of the years in then ended and for the two-year period ended from February 24, 2009 (date of inception) to December 31, 2009 2012 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 2 to the consolidated financial statements, the Company's significant operating Company is in the development stage, has incurred losses from operations since its inceptions and insufficient capital has a net stockholders’ deficiency. These factors raise substantial doubt about its the Company’s ability to continue as a going concern. Management's ’s plans regarding those in regard to these matters are also are described in Note 12. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxxxxx Xxxx Xxxxx Xxxxxx & CompanyCompany Somerset, Inc. Certified Public Accountants Los AngelesNew Jersey May 7, California June ____2013, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December except for note 16 as to which the date is September 11, 2013. BIOSIG TECHNOLOGIES, INC. (a development stage company) BALANCE SHEETS DECEMBER 31, 2009 As of December 31, 2008 2012 AND 2011 2012 2011 ASSETS Current Assets assets: Cash and cash equivalents $ 90,543 24,237 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 69,020 Prepaid expenses 33,125 82,118 Capitalized financing costs 212,635 84,167 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) 269,997 235,305 Property and equipment, net 23,648 35,033 30,209 24,752 Other assets: Deposits 25,000 25,000 Total assets $ 6,646,503 325,206 $ 1,458,487 LIABLITIES 285,057 LIABILITIES AND STOCKHOLDERS’ ' DEFICIT Current liabilitesliabilities: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other accrued expenses $ 472,882 $ 35,725 Advances, related party 27,040 27,040 Note payable, related party 30,000 - Liability to placement agent 94,500 - Dividends payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 117,751 26,892 Total Liabilities 9,571,814 3,748,801 current liabilities 742,173 89,657 Long term liabilities: Deferred rent payable 5,067 5,067 Note payable, related party 218,000 - Convertible bridge notes payable, $225,000 related party 613,812 - Redeemable Series A preferred stock 922,000 922,000 Redeemable Series B preferred stock 887,500 100,000 Total long term liabilities 2,646,379 1,027,067 Total liabilities 3,388,552 1,116,724 Commitments and Contingencies contingencies Stockholders’ Deficit : Common Stock' deficit Preferred stock, $0.1282 0.001 par value; 6,410 6,410 Other Comprehensive loss , authorized 1,000,000 shares Common stock, $0.001 par value, authorized 50,000,000 and 10,000,000 shares as of December 31, 2012 and 2011, respectively, 8,166,238 and 8,136,238 issued and outstanding as of December 31, 2012 and 2011, respectively 8,166 8,136 Additional paid in capital 833,647 588,354 Deficit accumulated during development stage (1,063 3,905,159 ) (448 1,428,157 ) Accumulated Total stockholders' deficit (2,930,658 3,063,346 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 831,667 ) Total liabilities and stockholders’ ' deficit $ 6,646,503 325,206 $ 1,458,487 285,057 See the accompanying notes to these consolidated the financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements BIOSIG TECHNOLOGIES, INC. (a development stage company) STATEMENTS OF OPERATIONS From February 24, 2009 (date of Operations For the years inception) to Year ended December 31, 2009 December 31, 2008 Net revenue 2012 2011 2012 Operating expenses: Research and development $ 20,579,309 888,948 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 582,525 $ 1,471,473 General and administrative 2,602,421 2,772,721 1,363,007 484,127 2,097,190 Depreciation 10,020 6,795 16,815 Total operating expenses 2,880,993 2,832,047 Loss 2,261,975 1,073,447 3,585,478 Net loss from Operations operations (555,157 2,261,975 ) (2,391,259 1,073,447 ) (3,585,478 ) Other income (expenses) : Total other expense): Interest income (expensesexpense) (113,789 18,286 ) 171 (18,115 ) Financing costs (105,881 ) (21,354 77,933 ) (183,814 ) Net Loss from continuing operations loss before income taxes (668,945 2,386,142 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 1,151,209 ) (2,417,552 3,787,407 ) Other Comprehensive Income taxes (lossbenefit) : Foreign currency translation - - - Net loss (615 2,386,142 ) (448 1,151,209 ) Net comprehensive loss (3,787,407 ) Preferred stock dividend (90,860 ) (26,892 ) (117,752 ) NET LOSS AVAILABLE TO COMMON STOCKHOLDERS’ $ (647,283 2,477,002 ) $ (2,418,000 1,178,101 ) $ (3,905,159 ) Net loss per common share, basic and diluted $ (0.30 ) $ (0.18 ) Weighted average number of common shares outstanding, basic and diluted 8,142,222 6,650,026 See the accompanying notes to these consolidated the financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements BIOSIG TECHNOLOGIES, INC. (a development stage company) STATEMENT OF STOCKHOLDERS' DEFICIT FROM FEBRUARY 24, 2009 (DATE OF INCEPTION) TO DECEMBER 31, 2012 Deficit Accumulated Additional During Common stock Shares subscribed Shares to be issued Paid in Development Shares Amount Shares Amount Shares Amount Capital Stage Total Common stock issued to founders 4,000,000 $ 4,000 - $ - $ - $ - $ - $ - $ 4,000 Common stock issuable to founders - - - - 3,400,000 3,400 - - 3,400 Donated capital - - - - - - 100 - 100 Net loss - - - - - - - (104,584 ) (104,584 ) Balance, December 31, 2009 4,000,000 4,000 - - 3,400,000 3,400 100 (104,584 ) (97,084 ) Proceeds from common stock subscription - - 37,500 30,000 - - - - 30,000 Net loss - - - - - - - (145,472 ) (145,472 ) Balance, December 31, 2010 4,000,000 4,000 37,500 30,000 3,400,000 3,400 100 (250,056 ) (212,556 ) Sale of Stockholders’ Equity common stock 153,125 153 (Deficit37,500 ) For (30,000 ) - - 122,347 - 92,500 Common stock issued for services rendered 408,113 408 - - - - 326,082 - 326,490 Common stock issued for future services 175,000 175 - - - - 139,825 - 140,000 Common stock issued to founders 3,400,000 3,400 - - (3,400,000 ) (3,400 ) - - - Preferred stock dividend - - - - - - - (26,892 ) (26,892 ) Net loss - - - - - - - (1,151,209 ) (1,151,209 ) Balance, December 31, 2011 8,136,238 8,136 - - - - 588,354 (1,428,157 ) (831,667 ) Common stock issued for services rendered 30,000 30 - - - - 59,970 - 60,000 Fair value of vested options - - - - - - 185,323 - 185,323 Preferred stock dividend - - - - - - - (90,860 ) (90,860 ) Net loss - - - - - - - (2,386,142 ) (2,386,142 ) Balance, December 31, 2012 8,166,238 $ 8,166 - $ - $ - $ - $ 833,647 $ (3,905,159 ) $ (3,063,346 ) See the years accompanying notes to the financial statements BIOSIG TECHNOLOGIES, INC. (a development stage company) STATEMENTS OF CASH FLOWS From February 24, 2009 (date of inception) to Year ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — CASH FLOWS FROM OPERATING ACTIVITIES: Net loss attributable to common stockholders $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 2,386,142 ) $ (12,287 1,151,209 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 3,787,407 ) Adjustments to reconcile net income loss to net cash provided by used in operating activities activities: Depreciation 12,282 3,184 Decrease / 10,020 6,795 16,815 Amortization of financing costs 105,881 77,933 183,814 Stock based compensation 314,316 384,372 706,088 Donated capital - - 100 (Increase) in current assets: Accounts receivable prepaid expenses (3,476,598 20,000 ) - (1,291,159 20,000 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) Increase (Decrease) / in accounts payable and accrued expenses 450,969 (158,385 ) 486,694 Decease in accrued expenses, related party - (2,940 ) - Increase in current liabilities: Accounts deferred rent payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 - 5,067 5,067 Net cash used in operating activities from continuing operations (732,674 1,524,956 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 838,367 ) (665 2,408,829 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of plant, property, property and equipment (897 15,477 ) (38,217 31,547 ) (47,024 ) Payment of long term deposit - (25,000 ) (25,000 ) Net cash used in investing activities from continuing operations activity (897 15,477 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 56,547 ) (18,279 72,024 ) Cash flows from financing activities CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from (repayment of) installment loan 859,285 145,083 Payments to notes payable, related parties — 199 party 248,000 5,500 275,040 Proceeds from (payments to) related parties (38,509 ) — convertible bridge notes payable 600,000 - 600,000 Net proceeds from the sale of Series A preferred stock - 788,400 788,400 Net proceeds from the sale of Series B preferred stock 647,650 71,500 719,150 Proceeds from sale of common stock - 92,500 122,500 Net cash provided by financing activities from continuing operations 820,776 145,282 1,495,650 957,900 2,505,090 Net cash provided by (used indecrease) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 44,783 ) 62,986 24,237 Cash and cash equivalents, beginning balance 32,870 34,405 of the period 69,020 6,034 - Cash and cash equivalents, ending balance end of the period $ 90,543 24,237 $ 32,870 Supplement disclosure 69,020 $ 24,237 Supplemental disclosures of cash flow information Interest expense information: Cash paid during the period for interest $ 239,483 - $ 14,294 Income - $ - Cash paid during the period for income taxes paid $ - $ - $ - See the accompanying notes to these consolidated the financial statements ASI Holdings Limited and Subsidiaries BIOSIG TECHNOLOGIES INC. (A development stage company) NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTSSTATEMENTS DECEMBER 31, 2012

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited of GATX Financial Corporation We have audited the accompanying consolidated balance sheets of ASI Holdings Limited GATX Financial Corporation and subsidiaries as of December 31, 2009 2006 and 20082005, and the related consolidated statements of operationsincome, stockholders’ deficitchanges in shareholder's equity, cash flows, and cash flows comprehensive income for each of the three years in the two-year period ended December 31, 20092006. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated These financial statementsstatements 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 ASI Holdings Limited GATX Financial Corporation and subsidiaries as of at December 31, 2009 2006 and 20082005, and the consolidated results of its their operations and its their cash flows for each of the three years in the two-year period ended December 31, 2009 2006, in conformity with accounting principles U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statementsStates), the Companyeffectiveness of GATX Financial Corporation's significant operating losses and insufficient capital raise substantial doubt about its ability to continue internal control over financial reporting as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December 31, 2009 As 2006, based on criteria established in Internal Control -- Integrated Framework issued by the Committee of December 31, 2008 ASSETS Current Assets : Cash Sponsoring Organizations of the Xxxxxxxx Commission and cash equivalents $ 90,543 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) Property and equipment, net 23,648 35,033 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit $ 6,646,503 $ 1,458,487 See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations For the years ended December 31, 2009 December 31, 2008 Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31our report dated March 1, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Chicago, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31Illinois March 1, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) in current assets: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Supplement disclosure of cash flow information Interest expense paid $ 239,483 $ 14,294 Income taxes paid $ - $ - See accompanying notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries NOTES TO 2007 GATX FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTSBALANCE SHEETS DECEMBER 31 --------------------- 2006 2005 --------- --------- IN MILLIONS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Partners of MPLX LP and the Board of Directors and Stockholders ASI Holdings Limited We have audited of MPLX GP LLC In our opinion, the accompanying consolidated balance sheets of ASI Holdings Limited and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operationsincome, stockholders’ deficitof equity and of cash flows present fairly, in all material respects, the financial position of MPLX LP and its subsidiaries at December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the two-year period ended December 31, 20092016 in conformity with accounting principles generally accepted in the United States of America. ASI Holdings Limited and subsidiaries’ Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion opinions on these consolidated financial statements and on the Company's internal control over financial reporting based on our integrated 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 audit audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of misstatement and whether effective internal control over financial reporting as a basis for designing audit procedures that are appropriate was maintained in the circumstances, but not for the purpose of expressing an opinion on the effectiveness all material respects. Our audits of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinionopinions. In our opinionA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. On March 1, 2017, the Company acquired Xxxxxx Street Transportation LLC, Woodhaven Cavern LLC and MPLX Terminals LLC in a transaction between entities under common control. The consolidated financial statements referred to above present fairlyhave been retrospectively adjusted to include these entities as if the transaction had been consummated as of April 1, in all material respects2016 for MPLX Terminals LLC and as of January 1, 2015 for Xxxxxx Street Transportation LLC and Woodhaven Cavern LLC. The controls of these entities were not a part of the Company’s internal control over financial position of ASI Holdings Limited and subsidiaries reporting as of December 31, 2009 and 20082016. Accordingly, and the results controls operated at these entities were not included in either management’s assessment of its operations and its cash flows for each internal control over financial reporting or our audit of the years in Company’s internal control over financial reporting. These entities are wholly-owned subsidiaries whose total assets and total revenues and other income represent 5% and 15%, respectively, of the two-related consolidated financial statement amounts as of and for the year period ended December 31, 2009 in conformity 2016. /s/PricewaterhouseCoopers LLP Toledo, Ohio February 24, 2017, except with accounting principles generally accepted in respect to our opinion on the United States of America. The accompanying consolidated financial statements have been prepared assuming that insofar as it relates to the Company will continue as a going concern. As effects of the transaction discussed in Note 1 4 to the consolidated financial statements, statements and the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are matter described in Note the second paragraph of Management’s Report on Internal Control over Financial Reporting, as to which the date is May 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December 31, 2009 As of December 31, 2008 ASSETS Current Assets : Cash and cash equivalents $ 90,543 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) Property and equipment, net 23,648 35,033 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit $ 6,646,503 $ 1,458,487 See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations For the years ended December 31, 2009 December 31, 2008 Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) in current assets: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Supplement disclosure of cash flow information Interest expense paid $ 239,483 $ 14,294 Income taxes paid $ - $ - See accompanying notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS2017

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited of Novo Integrated Sciences, Inc. We have audited the accompanying consolidated balance sheets of ASI Holdings Limited Novo Integrated Sciences, Inc and subsidiaries Subsidiaries (collectively “the Company”) as of December August 31, 2009 and 20082018, and the related consolidated statements of operationsoperations and comprehensive loss, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2009then ended. ASI Holdings Limited and subsidiaries’ The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on 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 audit audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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 ASI Holdings Limited and subsidiaries Novo Integrated Sciences, Inc. as of December August 31, 2009 and 20082018, and the consolidated results of its their operations and its their cash flows for each of the years in the two-year period ended December 31then ended, 2009 in conformity with accounting principles generally accepted in the United States of America. /s/ NVS Chartered Accountants Professional Corporation NVS Chartered Accountants Professional Corporation Markham, Ontario November 6, 2018 NVS CHARTERED ACCOUNTANTS PROFESSIONAL CORPORATION 100 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0 Tel: 900.000.0000 Fax: 900.000.0000 To the Board of Directors and Stockholders of Novo Integrated Sciences, Inc. We have audited the accompanying consolidated balance sheet of Novo Integrated Sciences, Inc and Subsidiaries (collectively “the Company”) as of August 31, 2017, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the year then ended. The accompanying Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements have been prepared assuming based on 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 consolidated financial statements are free of material misstatement. The Company will continue is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a going concernbasis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. As discussed Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in Note 1 to the consolidated financial statements, assessing the Company's accounting principles used and significant operating losses and insufficient capital raise substantial doubt about its ability to continue estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a going concernreasonable basis for our opinion. Management's plans regarding those matters also are described in Note 1. The In our opinion, the consolidated financial statements do not include any adjustments that might result from referred to above present fairly, in all material respects, the outcome consolidated financial position of this uncertainty. /s/ Xxxxxx & CompanyNovo Integrated Sciences, Inc. Certified Public Accountants Los Angelesas of August 31, California June ____2017 , 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets and the consolidated results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Denver, Colorado December 6, 2017 ax@xxxxxxxxx.xxx 400 Xxxxx Xxxxxxxx Xxxx, Xxxxx 000 Xxxx, Xxxxxx, Xxxxxxxx 00000 (B)300-000-0000 (M)700-000-0000 (F)300-000-0000 F-2 NOVO INTEGRATED SCIENCES, INC. CONSOLIDATED BALANCE SHEETS As of December August 31, 2009 As of December 2018 and 2017 August 31, 2008 2018 August 31, 2017 ASSETS Current Assets Assets: Cash and cash equivalents $ 90,543 675,705 $ 32,870 1,896,572 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories1,337,545 1,128,898 Other receivables, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 current portion 393,821 372,024 Prepaid expenses and other current assets 161,838 252,536 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) 2,568,909 3,650,030 Property and equipment, net 23,648 35,033 Total assets 400,321 302,951 Other receivables, net of current portion 57,352 - Acquisition deposits 1,112,404 1,162,009 Goodwill 604,113 399,400 TOTAL ASSETS $ 6,646,503 4,743,099 $ 1,458,487 LIABLITIES 5,514,390 LIABILITIES AND STOCKHOLDERS’ DEFICIT EQUITY (DEFICIT) Current liabilitesLiabilities: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — $ 1,307,599 $ 1,703,342 Accrued Expenses and other payable 577,825 329,372 expenses 383,998 341,657 Accrued interest (principally to related parties) 156,121 403,119 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 related parties 1,116,261 1,812,613 Notes payable, current portion 382,350 13,171 Total Liabilities 9,571,814 3,748,801 current liabilities 3,346,329 4,273,902 Debentures, related parties 1,224,000 5,114,327 Notes payable, net of current portion - 414,351 TOTAL LIABILITIES 4,570,329 9,802,580 Commitments and Contingencies Stockholderscontingencies - - STOCKHOLDERS’ Deficit : Common StockEQUITY (DEFICIT) Novo Integrated Sciences, Inc. Convertible Preferred stock; $0.1282 0.001 par value; 6,410 6,410 1,000,000 shares authorized; 0 and 0 shares issued and outstanding at August 31, 2018 and 2017 Common stock; $0.001 par value; 499,000,000 shares authorized; 207,881,743 and 201,837,254 shares issued and outstanding at August 31, 2018 and 2017 207,882 201,837 Additional paid-in capital 10,053,683 3,381,643 Other Comprehensive loss (1,063 ) (448 ) comprehensive income 1,139,815 1,240,844 Accumulated deficit (2,930,658 11,199,989 ) (2,283,990 9,091,977 ) Total Novo Integrated Sciences, Inc. stockholders’ equity (2,925,311 deficit) 201,391 (4,267,653 ) Noncontrolling interest (28,621 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 20,537 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit equity (deficit) 172,770 (4,288,190 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 6,646,503 4,743,099 $ 1,458,487 See 5,514,390 The accompanying notes to footnotes are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations statements. NOVO INTEGRATED SCIENCES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the years ended December Years Ended August 31, 2009 December 2018 and 2017 Years Ended August 31, 2008 Net revenue 2018 August 31, 2017 Revenues $ 20,579,309 8,894,464 $ 7,332,017 7,963,045 Cost of revenue 18,253,473 6,891,229 revenues 5,471,376 4,985,715 Gross profit 2,325,836 440,788 3,423,088 2,977,330 Operating expenses expenses: Selling expenses 278,572 59,326 109,295 59,026 General and administrative 2,602,421 2,772,721 expenses 4,883,221 3,031,348 Total operating expenses 2,880,993 2,832,047 Loss 4,992,516 3,090,374 Income (loss) from Operations operations (555,157 1,569,428 ) (2,391,259 113,044 ) Other Non operating income (expensesexpense) : Interest income 16,702 34,139 Interest expense (564,467 ) (554,657 ) Total other income (expensesexpense) (113,789 547,765 ) (21,354 520,518 ) Loss before income taxes (2,117,193 ) (633,562 ) Income tax expense - 111,702 Net loss $ (2,117,193 ) $ (745,264 ) Net Loss from continuing operations loss attributed to noncontrolling interest (668,945 9,181 ) (2,412,613 6,880 ) Discontinued Operations Net loss attributed to Novo Integrated Sciences, Inc. $ (2,108,012 ) $ (738,384 ) Comprehensive loss: Loss from operations of discontinued operations Net loss (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 2,117,193 ) (2,417,552 745,264 ) Other Comprehensive Income Foreign currency translation gain (loss) (101,029 ) (36,605 ) Comprehensive loss: $ (2,218,222 ) $ (781,869 ) Weighted average common shares outstanding - basic and diluted 207,568,978 177,675,415 Net loss per common share - basic and diluted $ (0.01 ) $ (0.00 ) The accompanying footnotes are an integral part of these consolidated financial statements. NOVO INTEGRATED SCIENCES, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) For the Years Ended August 31, 2018 and 2017 Total Novo Additional Other Stockholders’ Total Common Stock Paid-in Comprehensive Accumulated Equity/ Noncontrolling Equity/ Shares Amount Capital Income Deficit (Deficit) Interest (Deficit) Balance, August 31, 2016 167,797,406 $ 92 $ - $ 1,277,449 $ (8,353,593 ) $ (7,076,052 ) $ (12,668 ) $ (7,088,720 ) Common stock issued in connection with reverse merger transaction 22,751,307 190,457 (183,553 ) - - 6,904 - 6,904 Common stock issued for cash 11,288,541 11,288 3,375,272 - - 3,386,560 - 3,386,560 Offering costs - - (62,504 ) - - (62,504 ) - (62,504 ) Fair value of vested stock options - - 252,428 - - 252,428 - 252,428 Foreign currency translation loss - - - (615 36,605 ) - (36,605 ) (448 989 ) (37,594 ) Net comprehensive loss $ - - - - (647,283 738,384 ) $ (2,418,000 738,384 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit6,880 ) For the years ended December (745,264 ) Balance, August 31, 2009 and 2008 2017 201,837,254 201,837 3,381,643 1,240,844 (9,091,977 ) (4,267,653 ) (20,537 ) (4,288,190 ) Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit stock issued for cash 25,104 25 15,539 - - 15,564 - 15,564 Common stock issued for acquisition 384,110 384 232,771 - - 233,155 - 233,155 Common stock issued for conversion of debt 12,452,356 12,453 5,110,446 - - 5,122,899 - 5,122,899 Cancellation of common stock previously issued (Deficit6,817,081 ) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 6,817 ) $ 133,562 $ 130,412 6,817 - - - - - Fair value of vested stock options - - 1,274,931 - - 1,274,931 - 1,274,931 Fair value of modification of stock option terms - - 31,536 - - 31,536 - 31,536 Foreign currency translation loss - - - (448 101,029 ) (448 101,029 ) Non controlling interest in subsidiary 1,097 (2,727 ) (2,727 99,932 ) Net loss for the year - - - - (2,417,552 2,108,012 ) (2,417,552 2,108,012 ) Balance December (9,181 ) (2,117,193 ) Balance, August 31, 2008 50,000 2018 207,881,743 $ 6,410 207,882 $ 10,053,683 $ 1,139,815 $ (448 11,199,989 ) $ 201,391 $ (28,621 ) $ 172,770 The accompanying footnotes are an integral part of these consolidated financial statements. NOVO INTEGRATED SCIENCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended August 31, 2018 and 2017 Years Ended August 31, 2018 August 31, 2017 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (2,117,193 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 745,264 ) Adjustments to reconcile net income loss to net cash provided by used in operating activities activities: Depreciation 12,282 3,184 Decrease / (Increase) 73,447 67,776 Fair value of vested stock options 1,274,931 252,428 Expense associated with modified stock option terms 31,536 - Changes in current assetsoperating assets and liabilities: Accounts receivable (3,476,598 263,152 ) (1,291,159 289,316 ) Inventories Prepaid expenses and other current assets 23,244 (1,640,572 84,161 ) Accounts payable (331,870 ) (68,535 412,877 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 58,328 89,937 Accrued interest 316,228 310,790 Net cash used in operating activities from continuing operations (732,674 934,501 ) (265,821 810,687 ) Net cash used in operative activities CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, furniture and equipment (897 178,626 ) (38,217 38,238 ) Net cash used Deposit paid for acquisition - (1,101,639 ) Amounts loaned for other receivables (38,604 ) - Cash acquired in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities reverse merger transaction - 12,249 Repayments of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 other receivables - 378,098 Net cash provided by (used in) investing activities (217,230 ) (749,530 ) CASH FLOWS FROM FINANCING ACTIVITIES: Advances (repayments) to related parties (20,141 ) (85,063 ) Proceeds from the sale of common stock 15,564 3,386,560 Offering cost paid - (62,504 ) Payments on notes payable (6,997 ) (131,454 ) Net cash used in financing activities of entity disposed (33,328 11,574 ) 86,710 Net cash provided by financing activities 787,448 231,992 3,107,539 Effect of exchange rate change changes on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 57,562 ) Cash and cash equivalents238,935 NET DECREASE IN CASH AND CASH EQUIVALENTS (1,220,867 ) 1,786,257 CASH AND CASH EQUIVALENTS, beginning balance 32,870 34,405 Cash and cash equivalentsBEGINNING OF PERIOD 1,896,572 110,315 CASH AND CASH EQUIVALENTS, ending balance END OF PERIOD $ 90,543 675,705 $ 32,870 Supplement disclosure of cash flow information 1,896,572 CASH PAID FOR: Interest expense paid $ 239,483 240,366 $ 14,294 186,618 Income taxes paid $ - $ - See SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: Note payable issued for purchase of assets $ - $ 375,450 The accompanying notes to footnotes are an integral part of these consolidated financial statements. Note 1 - Organization and Basis of Presentation Organization and Line of Business Novo Integrated Sciences, Inc. (“Novo Integrated”) was incorporated in Delaware on November 27, 2000, under the name Turbine Truck Engines, Inc. On February 20, 2008, the Company was re-domiciled to the State of Nevada. Effective July 12, 2017, the Company’s name was changed to Novo Integrated Sciences, Inc. When used herein, the terms the “Company,” “we,” “us” and “our” refer to Novo Integrated and its consolidated subsidiaries. The Company delivers multi-disciplinary primary healthcare to over 400,000 patients annually through our 16 corporate-owned clinics and a contracted network of 88 affiliate clinics and 234 eldercare centric homes located across Canada. Our team of practitioners and staff are trained for assessment, diagnosis, treatment, pain management, rehabilitation and primary prevention. Our specialized services and products include physiotherapy, chiropractic care, occupational therapy, eldercare, laser therapeutics, massage therapy, acupuncture, chiropody, neurological functions, kinesiology, concussion management and baseline testing, women’s pelvic health, sports medicine therapy, assistive devices and private personal training. We do not provide primary care medical services, none of our employees practices primary care medicine, and our services do not require a medical or nursing license. Since inception and through May 9, 2017, our activities and business operations were limited to raising capital, organizational matters and the implementation of our business plan related to research, development, testing and commercialization of various alternative energy technologies. On April 25, 2017 (the “Effective Date”), we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and between (i) Novo Integrated; (ii) NHL, (iii) ALMC-ASAP Holdings Inc. (“ALMC”); (iv) Mxxxxxx Xxxxxx Family Trust (the “MGFT”); (v) 1218814 Ontario Inc. (“1218814”) and (vi) Mxxxxxx Xxxxxx Physiotherapy Professional Corp. (“MGPP,” and together with ALMC, MGFT and 1218814, the “NHL Shareholders”). Pursuant to the terms of the Share Exchange Agreement, Novo Integrated agreed to acquire from the NHL Shareholders all of the shares of both common and preferred stock of NHL, held by the NHL Shareholders, in exchange for the issuance by Novo Integrated to the NHL Shareholders of shares of Novo Integrated’s common stock, such that following the closing of the Share Exchange Agreement, the NHL Shareholders would own 167,797,406 restricted shares Novo Integrated common stock, representing 85% of the issued and outstanding Novo Integrated common stock, calculated including all granted and issued options or warrants to acquire Novo Integrated common stock as of the Effective Date, but to exclude shares of Novo Integrated common stock that are subject to a then-current Regulation S offering that was undertaken by Novo Integrated (the “Exchange”). On May 9, 2017, the Exchange closed and, as a result, NHL became a wholly owned subsidiary of Novo Integrated. The Exchange was accounted for as a reverse acquisition under the purchase method of accounting since NHL obtained control of Novo Integrated Sciences, Inc. Accordingly, the Exchange was recorded as a recapitalization of NHL, with NHL being treated as the continuing entity. The historical financial statements ASI Holdings Limited presented are the financial statements of NHL. The Share Exchange Agreement was treated as a recapitalization and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTSnot as a business combination; therefore, no pro forma information is disclosed. At the closing date of the Exchange, the net assets of the legal acquirer, Novo Integrated Sciences, Inc., were $6,904. On May 9, 2017, our Board of Directors determined, in connection with the closing of the Exchange, to change our fiscal year end from December 31 to August 31 but did not memorialize such determination in writing. On July 17, 2017, the Board ratified and memorialized in writing its May 9, 2017 determination regarding the change in fiscal year end. On April 1, 2017, NHL purchased assets of Apka Health to expand our community OT services. On December 1, 2017, NHL acquired substantially all of the assets of Executive Fitness Leaders, with operations located in Oxxxxx Xxxxxxx Xxxxxx, entered into an Asset Purchase Agreement, pursuant to which NHL acquired substantially all of the assets of Executive Fitness Leaders in exchange for the issuance by Novo Integrated of 384,110 restricted shares of its common stock.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited We have audited the accompanying consolidated balance sheets of ASI Holdings Limited and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2009. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial position of ASI Holdings Limited and subsidiaries as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx Kxxxxx & Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December 31, 2009 As of December 31, 2008 ASSETS Current Assets : Cash and cash equivalents $ 90,543 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) Property and equipment, net 23,648 35,033 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 9,571,813 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit $ 6,646,503 6,646,502 $ 1,458,487 See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations For the years ended December 31, 2009 December 31, 2008 Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Stock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) in current assets: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Supplement disclosure of cash flow information Interest expense paid $ 239,483 $ 14,294 Income taxes paid $ - $ - See accompanying notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the The Board of Directors and Stockholders ASI Holdings Limited of Xxxx Corporation: We have audited the accompanying consolidated balance sheets of ASI Holdings Limited Xxxx Corporation and subsidiaries as of December July 31, 2009 2010 and 20082009, and the related consolidated statements of operations, stockholders’ deficitinvestment, and cash flows for each of the three years in the two-year period ended December July 31, 20092010. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated These financial statementsstatements 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 ASI Holdings Limited Xxxx Corporation and subsidiaries as of December at July 31, 2009 2010 and 20082009, and the consolidated results of its their operations and its their cash flows for each of the three years in the two-year period ended December July 31, 2010, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Xxxx Corporation’s internal control over financial reporting as of July 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission and our report dated October 12, 2010 expressed an unqualified opinion thereon. /s/ ERNST & YOUNG LLP Dallas, Texas October 12, 2010 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of Xxxx Corporation: We have audited Xxxx Corporation’s internal control over financial reporting as of July 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (the COSO criteria). Xxxx Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Xxxx Corporation maintained, in all material respects, effective internal control over financial reporting as of July 31, 2010, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Xxxx Corporation and subsidiaries as of July 31, 2010 and 2009, and the related consolidated statements of operation, stockholders’ investment, and cash flows for each of the three years in the period ended July 31, 2010 of Xxxx Corporation and our report dated October 12, 2010 expressed an unqualified opinion thereon. /s/ ERNST & YOUNG LLP Dallas, Texas October 12, 2010 XXXX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended July 31, 2010 2009 2008 Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,616,305 $1,779,744 $2,138,041 Cost and expenses: Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 802,172 948,572 1,089,553 Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . 846,205 934,249 991,772 Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . 50,005 58,947 60,244 Other charges (gains) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,370 46,940 (10,700) Operating (loss) earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (115,447) (208,964) 7,172 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,657 10,399 12,364 Other gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,564) — (3,500) Loss before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (124,540) (219,363) (1,692) Income tax (benefit) expense . . . . . . . . . . . . . . . . . . . . . . . . . . (28,750) (53,015) 4,761 Loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . (95,790) (166,348) (6,453) Earnings (loss) from discontinued operations, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,118 (23,155) 7,084 Net (loss) earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (93,672) $ (189,503) $ 631 Basic net (loss) earnings per common share: Loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . $ (2.99) $ (5.21) $ (0.15) Earnings (loss) from discontinued operations . . . . . . . . . . . . . 0.07 (0.73) 0.16 Net (loss) earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . $ (2.92) $ (5.94) $ 0.01 Diluted net (loss) earnings per common share: Loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . $ (2.99) $ (5.21) $ (0.15) Earnings (loss) from discontinued operations . . . . . . . . . . . . . 0.07 (0.73) 0.16 Net (loss) earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . $ (2.92) $ (5.94) $ 0.01 Weighted average number of common shares outstanding: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,062 31,899 42,361 Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,062 31,899 42,476 See notes to consolidated financial statements. XXXX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) July 31, 2010 July 31, 2009 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December 31, 2009 As of December 31, 2008 ASSETS Current Assets Assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 90,543 26,235 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 24,987 Merchandise inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703,115 740,257 Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,964 51,973 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 771,314 817,217 Property and equipment, net 23,648 35,033 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173,359 238,138 Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98,388 94,605 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,668 29,480 Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,652 51,532 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,160,381 $1,230,972 LIABILITIES AND STOCKHOLDERS’ DEFICIT INVESTMENT Current liabilitesLiabilities: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . $ 317,922 $ 309,949 Deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,136 46,383 Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,250 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 388,308 356,332 Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 284,684 310,500 Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179,369 190,347 Commitments and Contingencies contingencies Stockholders’ Deficit Investment: Common Stockstock, par value $0.1282 par value0.01, 150,000 shares authorized; 6,410 6,410 Other Comprehensive loss 54,732 shares issued; 32,107 and 31,969 shares outstanding at July 31, 2010 and 2009, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 488 488 Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,645 147,348 Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . 48,440 37,307 Accumulated earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 564,010 657,682 Treasury stock, at cost, 22,625 and 22,763 shares at July 31, 2010 and 2009, 773,583 842,825 respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,063 465,563) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 469,032) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) stockholders’ investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308,020 373,793 Total liabilities and stockholders’ deficit $ 6,646,503 $ 1,458,487 investment . . . . . . . . . . . . . . . . . . . $1,160,381 $1,230,972 See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations For the years ended December statements. XXXX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended July 31, 2010 2009 December 31, 2008 Cash Flows From Operating Activities: Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (647,283 93,672) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 189,503) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) 631 Adjustments to reconcile net income (loss) earnings to net cash provided by operating activities activities: Depreciation 12,282 3,184 Decrease / and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,005 58,947 60,244 Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 (Increase) in current assets: Accounts receivable (3,476,598 61,014) (1,291,159 14,573) Inventories Loss on retirements of property and equipment . . . . . . . . . . . . . . . . 1,005 2,663 3,477 Impairment of property and equipment . . . . . . . . . . . . . . . . . . . . . 29,944 23,786 1,902 Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . 3,380 684 683 Gain on warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,640,572 8,315) — — Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 5,020 — Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,865 5,713 4,406 Change in vacation policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (12,609) (68,535 Earnings) loss from discontinued operations . . . . . . . . . . . . . . . . . . (2,118) 23,155 (7,084) Conversion of paid in kind interest to Senior Secured Term Loan . . . . 1,703 — — Changes in assets and liabilities: Merchandise inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,374 53,184 71,137 Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,103 53,759 (1,298) Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,071 2,807 2,505 Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . 24,226 1,583 (25,311 34,496) Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,288) 21,911 59,623 Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . 52,322 2,695 134,548 Cash Flows From Investing Activities: Payments for property and equipment . . . . . . . . . . . . . . . . . . . . . . (14,650) (26,618 28,357) (Decrease85,137) / Increase Purchase of available-for-sale investments . . . . . . . . . . . . . . . . . . . . (2,959) (22,721) (10,448) Proceeds from sales of available-for-sale investments . . . . . . . . . . . . 2,409 25,779 8,251 Net cash used in current liabilitiesinvesting activities . . . . . . . . . . . . . . . . . . . . . . . . . . (15,200) (25,299) (87,334) Cash Flows From Financing Activities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 Borrowings under revolving credit agreement . . . . . . . . . . . . . . . . . 4,465,100 5,107,150 3,630,800 Payments on revolving credit agreement . . . . . . . . . . . . . . . . . . . . . (4,610,600) (5,122,955) (3,531,801) Proceeds from Senior Secured Term Loan . . . . . . . . . . . . . . . . . . . . 150,000 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25,523) — Other payables — Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . — 6,211 1,992 Excess tax benefit on stock options exercised . . . . . . . . . . . . . . . . . . — 158 53 Purchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (149,355 326,694) 325,711 Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . (21,023) (9,436) (225,650) Cash Flows From Discontinued Operations: Net cash used in operating activities from continuing of discontinued operations . . . . . . (732,674 15,395) — (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 21,593) Net cash provided by investing activities of entity disposed discontinued operations . . . . — 19,938 — 225,052 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 discontinued operations . . . . . . . . . . . . (15,395) — 203,459 Effect of exchange rate change changes on cash and cash equivalents 5,024 51,239 . . . . . . . . . . . . . . . . . . . . . . 544 (4,315) 161 Net increase change in cash and cash equivalents 57,673 . . . . . . . . . . . . . . . . . . . . . . 1,248 (1,535 36,355) 25,184 Cash and cash equivalents, equivalents at beginning balance 32,870 34,405 of period . . . . . . . . . . . . . . . . 24,987 61,342 36,158 Cash and cash equivalents, ending balance equivalents at end of period . . . . . . . . . . . . . . . . . . . . $ 90,543 26,235 $ 32,870 Supplement disclosure of cash flow information Interest expense paid 24,987 $ 239,483 $ 14,294 Income taxes paid $ - $ - 61,342 See accompanying notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries NOTES TO statements. XXXX CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTSSTATEMENTS OF STOCKHOLDERS’ INVESTMENT (in thousands) Common Stock Accumulated Additional Other

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited Sky Harvest Windpower Corporation (A Development Stage Company) We have audited the accompanying consolidated balance sheets of ASI Holdings Limited and subsidiaries Sky Harvest Windpower Corporation (A Development Stage Company) as of December May 31, 2009 2008 and 20082007, and the related consolidated statements of operations, stockholders’ deficit, and cash flows and stockholders' equity for each the years then ended and accumulated for the period from September 21, 2005 (Date of Inception) to May 31, 2008. These financial statements are the responsibility of the years in the two-year period ended December 31, 2009. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statementsCompany'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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 financial position of ASI Holdings Limited and subsidiaries Sky Harvest Windpower Corporation (A Development Stage Company) as of December May 31, 2009 2008 and 20082007, and the results of its operations and its cash flows for each of the years in then ended and accumulated for the two-year period ended December September 21, 2005 (Date of Inception) to May 31, 2009 2008 in conformity with accounting principles generally accepted in the United States of AmericaStates. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant Company has never generated any revenue and has incurred operating losses and insufficient capital since inception. These factors raise substantial doubt about its the Company’s ability to continue as a going concern. Management's ’s plans regarding those in regard to these matters are also are described discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & XXXXXXX XXXXXXX LLP Chartered Accountants Vancouver, Canada April 6, 2009 Sky Harvest Windpower Corporation (A Development Stage Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated ) Balance Sheets As of December (Expressed in Canadian Dollars) May 31, 2009 As of December May 31, 2008 2007 $ $ ASSETS Current Assets : Cash and cash equivalents $ 90,543 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 136,209 463,006 Amounts receivable 1,059 8,152 Due from related party (Note 6) 2,500 – Prepaid expenses 14,662 14,663 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) Current Assets 154,430 485,821 Property and equipment, net 23,648 35,033 (Note 4) 61,979 28,761 Intangible assets, net (Note 5) 1,516 2,372 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES Assets 217,925 516,954 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — EQUITY Liabilities Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — 8,375 91,827 Accrued Expenses and other payable 577,825 329,372 liabilities – 525 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 related party (Note 6) 736 4,195 Total Liabilities 9,571,814 3,748,801 Commitments and 9,111 96,547 Contingencies (Note 1) Stockholders’ Deficit Equity Preferred Stock: (Note 7) Authorized: unlimited Class E redeemable, retractable shares, no par value Issued and outstanding: None – – Common Stock: (Note 7) Authorized: unlimited Class A, $0.1282 voting shares, no par value; 6,410 6,410 Other Comprehensive loss value Issued and outstanding: 11,560,344 shares 1,697,034 1,697,034 Authorized: unlimited Class B, voting shares, no par value Issued and outstanding: None – – Authorized: unlimited Class C, non-voting shares, no par value Issued and outstanding: None – – Authorized: unlimited Class D, non-voting shares, no par value Issued and outstanding: None – – Share Subscription Receivable (1,063 2,500 ) (448 2,500 ) Accumulated deficit Deficit accumulated during the development stage (2,930,658 1,485,720 ) (2,283,990 1,274,127 ) Total Stockholders’ Equity 208,814 420,407 Total Liabilities and Stockholders’ Equity 217,925 516,954 Approved on behalf of the Board of Directors: /s/ “Xxxxx Xxxxxxxx” /s/ “Xxxxxxx Xxx” Xxxxx Xxxxxxxx, Director Xxxxxxx Xxx, Director (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit $ 6,646,503 $ 1,458,487 See The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated statements) Sky Harvest Windpower Corporation (A Development Stage Company) Statements of Operations (Expressed in Canadian Dollars) Accumulated from September 21, 2005 For the years ended December Year For the Year (Date of Inception) Ended Ended to May 31, 2009 December May 31, May 31, 2008 Net revenue 2008 2007 $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 $ Expenses Management fees (Note 6(a)) 1,102,127 76,077 96,050 Development and engineering 178,448 34,628 132,089 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations 223,101 109,025 81,523 Operating loss (555,157 1,503,676 ) (2,391,259 219,730 ) (309,662 ) Other Income Foreign exchange gain 1,312 1,312 - Interest income 16,644 6,825 9,820 Net loss (expenses) : Total other income (expenses1,485,720 ) (113,789 211,593 ) (21,354 299,842 ) Net Loss from continuing operations loss per common share – basic and diluted (668,945 0.02 ) (2,412,613 0.03 ) Discontinued Operations : Loss Weighted average number of common shares outstanding 11,560,344 10,911,604 (The accompanying notes are an integral part of these financial statements) Sky Harvest Windpower Corporation (A Development Stage Company) Statements of Cash Flows (Expressed in Canadian Dollars) Accumulated from operations September 21, 2005 For the Year For the Year (Date of discontinued operations Inception) Ended Ended to May 31, May 31, May 31, 2008 2008 2007 $ $ $ Operating activities Net loss for the period (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 1,485,720 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 211,593 ) (448 299,842 ) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation 4,707 2,688 1,642 Shares issued for services 900,000 – – Changes in operating assets and liabilities: Amounts receivable (1,058 ) 7,094 (8,152 ) Prepaid expenses (14,663 ) - (9,663 ) Accounts payable and accrued liabilities 8,375 (83,977 ) 76,972 Due to related parties (1,764 ) (5,959 ) 8,933 Net cash flows used in operating activities (590,123 ) (291,747 ) (230,110 ) Investing activities Purchase of equipment (68,202 ) (35,050 ) (5,255 ) Net comprehensive loss $ cash flows used in investing activities (647,283 68,202 ) $ (2,418,000 35,050 ) See (5,255 ) Financing activities Share subscription receivable (2,500 ) – (2,500 ) Proceeds from issuance of common stock 797,034 – 690,000 Net cash flows provided by financing activities 794,534 – 687,500 Increase (decrease) in cash and cash equivalents 136,209 (326,797 ) 452,135 Cash and cash equivalents – beginning of period – 463,006 10,871 Cash and cash equivalents – end of period 136,209 136,209 463,006 Non cash financing activities Issuance of common shares as finders fees 55,000 – 55,000 Supplementary disclosures Interest paid – – – Income taxes paid – – – (The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements statements) Sky Harvest Windpower Corporation (A Development Stage Company) Statement of Stockholders’ Equity (DeficitExpressed in Canadian Dollars) For Deficit Accumulated During the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Development Shares Amount Loss Interest Deficit Stage Total # $ $ $ Balance – September 21, 2005 (DeficitDate of Inception) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) – – – – Class A shares issued to founders for services at $0.10 per share 9,000,000 900,000 – 900,000 Class A shares issued for cash at $0.10 per share 1,070,344 107,034 – 107,034 Net loss for the year period – – (2,417,552 974,284 ) (2,417,552 974,284 ) Balance December – May, 31 2006 10,070,344 1,007,034 (974,284 ) 32,750 Class A shares issued for cash at $0.50 per share 1,380,000 690,000 – 690,000 Class A shares issued for finders’ fee 110,000 55,000 – 55,000 Share issuance costs – (55,000 ) – (55,000 ) Share subscription receivable (2,500 ) (2,500 ) Net loss – – (299,843 ) (299,843 ) Balance – May 31, 2007 11,560,344 1,694,534 (1,274,127 ) 420,407 Net loss – – (211,593 ) (211,593 ) Balance – May 31, 2008 50,000 $ 6,410 $ 11,560,344 1,694,534 (448 1,485,720 ) $ 208,814 (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See The accompanying notes are an integral part of these financial statements) Sky Harvest Windpower Corp. (A Development Stage Company) Notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated the Financial Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) Expressed in current assets: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Supplement disclosure of cash flow information Interest expense paid $ 239,483 $ 14,294 Income taxes paid $ - $ - See accompanying notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCanadian Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Stockholders and Board of Directors and Stockholders ASI Holdings Limited of LookSmart Group, Inc. We have audited the accompanying consolidated balance sheets of ASI Holdings Limited and subsidiaries LookSmart Group, Inc. (the "Company") as of December 31, 2009 2014 and 20082013, and the related consolidated statements of operations, comprehensive loss, stockholders’ deficit' equity, and cash flows for each the years then ended. These consolidated financial statements are the responsibility of the years in the two-year period ended December 31, 2009. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statementsCompany'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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companyCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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 ASI Holdings Limited and subsidiaries LookSmart Group, Inc. as of December 31, 2009 2014 and 20082013, and the consolidated results of its operations and its cash flows for each of the years in the two-year period then ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed described in Note 1 to the consolidated financial statements15, the Company's significant Company has recurring losses, has negative working capital and cash in operating losses and insufficient capital activities, which raise substantial doubt about its ability to continue as a going concern. Management's ’s plans regarding those matters in regard to this matter are also are described discussed in Note 115. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx Axxxxx Xxxx & CompanyCo. LLP New York, Inc. Certified Public Accountants Los AngelesNew York May 4, California June ____2015 LOOKSMART GROUP, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of INC. CONSOLIDATED BALANCE SHEETS (In thousands, except par value) December 31, 2009 As of December 31, 2008 2014 2013 ASSETS Current Assets assets: Cash and cash equivalents $ 90,543 305 $ 32,870 Accounts 2,789 Short-term investments 129 3,102 Total cash, cash equivalents and short-term investments 434 5,891 Trade accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 255 606 Prepaid expenses and other current assets 602 1,077 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) 1,291 7,574 Long-term investments - 154 Property and equipment, net 23,648 35,033 3,403 3,831 Other assets, net 62 87 Total assets $ 6,646,503 4,756 $ 1,458,487 LIABLITIES AND 11,646 LIABILITIES & STOCKHOLDERS’ DEFICIT ' EQUITY Current liabilitesliabilities: Secured bank overdraft Trade accounts payable $ 28,923 901 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — 739 Accrued Expenses liabilities 398 444 Deferred revenue and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 customer deposits 1,018 1,002 Total Liabilities 9,571,814 3,748,801 Commitments current liabilities 2,317 2,185 Long-term portion of deferred rent 22 186 Total liabilities 2,339 2,371 Commitment and Contingencies contingencies - - Stockholders’ Deficit ' equity: Common StockConvertible preferred stock, $0.1282 0.001 par value; 6,410 6,410 Other Comprehensive Authorized: 5,000 shares; Issued and Outstanding: none at December 31 , 2014 and 2013, respectively - - Common stock, $0.003 par value; Authorized: 80,000 shares; Issued and Outstanding: 5,769 shares at both December 31, 2014 and 2013, respectively 17 17 Additional paid-in capital 262,508 262,502 Accumulated other comprehensive loss (1,063 424 ) (448 154 ) Accumulated deficit (2,930,658 259,435 ) (2,283,990 253,016 ) Treasury stock at cost: 130 shares and 32 shares at December 31, 2014 and 2013, respectively (249 ) (74 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) stockholders' equity 2,417 9,275 Total liabilities and stockholders’ deficit ' equity $ 6,646,503 4,756 $ 1,458,487 See 11,646 The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations For the years ended Financial Statements. LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Year Ended December 31, 2009 December 31, 2008 Net revenue 2014 2013 Revenue $ 20,579,309 4,702 $ 7,332,017 6,679 Cost of revenue 18,253,473 6,891,229 2,441 4,474 Gross profit 2,325,836 440,788 2,261 2,205 Operating expenses expenses: Selling expenses 278,572 59,326 Sales and marketing 1,690 1,082 Product development and technical operations 4,561 3,557 General and administrative 2,602,421 2,772,721 2,561 3,052 Restructuring charge 30 40 Total operating expenses 2,880,993 2,832,047 8,842 7,731 Loss from Operations operations (555,157 6,581 ) (2,391,259 5,526 ) Non-operating income (expense), net Interest income 81 198 Interest expense (14 ) (9 ) Other income (expensesexpense), net 95 (12 ) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations before income taxes (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 6,419 ) (2,417,552 5,349 ) Income tax expense - (7 ) Net loss $ (6,419 ) $ (5,356 ) Net loss per share - Basic and Diluted $ (1.12 ) $ (0.93 ) Weighted average shares outstanding used in computing basic and diluted net loss per share 5,709 5,756 The accompanying notes are an integral part of these Consolidated Financial Statements. LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) Year Ended December 31, 2014 2013 Net loss $ (6,419 ) $ (5,356 ) Other Comprehensive Income comprehensive income (loss) : ): Foreign currency translation adjustments (177 ) (108 ) Unrealized loss on investments (93 ) - Change in accumulated other comprehensive loss (615 270 ) (448 108 ) Net comprehensive Comprehensive loss $ (647,283 6,689 ) $ (2,418,000 5,464 ) See The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of StockholdersFinancial Statements. LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Accumulated Additional Other Total Common Stock Paid-in Comprehensive Accumulated Treasury Stock Stockholder’s Shares Amount Capital Gain (Loss) Deficit Shares Amount Equity (Deficit) For the years ended Balance at December 31, 2009 and 2008 2012 5,768 $ 17 $ 262,463 $ (46 ) $ (247,660 ) (19 ) $ (48 ) $ 14,726 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit stock issued for employee stock purchase plan 1 - 1 - - - - 1 Stock-based compensation - - 38 - - - - 38 Treasury stock at cost - - - - - (Deficit13 ) (26 ) (26 ) Changes in accumulated other comprehensive loss - - - (108 ) - - - (108 ) Net loss - - - - (5,356 ) - - (5,356 ) Balance at December 31, 2007 50,000 2013 5,769 $ 6,410 17 $ — 262,502 $ (9,560 154 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 253,016 ) (448 32 ) Non controlling interest in subsidiary $ (2,727 74 ) $ 9,275 Stock-based compensation - - 6 - - - - 6 Treasury stock at cost - - - - - (98 ) (2,727 175 ) (175 ) Changes in accumulated other comprehensive loss - - - (270 ) - - - (270 ) Net loss for the year - - - - (2,417,552 6,419 ) - - (2,417,552 6,419 ) Balance at December 31, 2008 50,000 2014 5,769 $ 6,410 17 $ 262,508 $ (448 424 ) $ (12,287 259,435 ) (130 ) $ (2,283,990 249 ) $ 2,417 The accompanying notes are an integral part of these Consolidated Financial Statements. LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (2,290,315 In thousands) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance Year Ended December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 2014 2013 Cash flows from operating activities activities: Net Loss from continuing operations loss $ (668,945 6,419 ) $ (2,412,613 5,356 ) Adjustments Adjustment to reconcile net income loss to net cash provided by used in operating activities activities: Depreciation 12,282 3,184 Decrease / and amortization 1,316 500 Provision for doubtful accounts 55 (Increase20 ) Share-based compensation 6 38 Other non-cash charges 210 42 Deferred rent (164 ) 9 Deferred lease incentive 77 77 Restructuring charge 30 40 Changes in operating assets and liabilities: Trade accounts receivable 296 1,469 Prepaid expenses and other current assets: Accounts receivable assets 423 (3,476,598 667 ) Trade accounts payable 132 (688 ) Accrued liabilities (37 ) (1,291,159 874 ) Inventories Deferred revenue and customer deposits 16 (1,640,572 145 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 4,059 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 5,575 ) Cash flows from investing activities Acquisition activities: Purchase of plant, property, investments (76 ) (7,928 ) Proceeds from sale of investments 3,202 14,136 Payments for property and equipment (897 1,026 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 3,953 ) Net cash provided by investing activities 2,100 2,255 Cash flows from financing activities: Principal payments of entity disposed — 19,938 capital lease obligations (173 ) (110 ) Proceeds from issuance of common stock - 1 Payments for repurchase of common stock (175 ) (26 ) Net cash used in investing financing activities (897 348 ) (18,279 135 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change changes on cash and cash equivalents 5,024 51,239 Net increase (177 ) (108 ) Decrease in cash and cash equivalents 57,673 (1,535 2,484 ) (3,563 ) Cash and cash equivalents, beginning balance 32,870 34,405 of period 2,789 6,352 Cash and cash equivalents, ending balance end of period $ 90,543 305 $ 32,870 Supplement 2,789 Supplemental disclosure of cash flow information information: Interest expense paid $ 239,483 14 $ 14,294 9 Income taxes paid $ - $ 7 Supplemental disclosure of noncash activities: Assets acquired through capital lease obligations $ 164 $ - See Change in unrealized gain (loss) on investments $ (93 ) $ - The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited and Subsidiaries Consolidated Financial Statements. LOOKSMART GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited Shareholders VBI Vaccines Inc. Cambridge, Massachusetts We have audited the accompanying consolidated balance sheets of ASI Holdings Limited VBI Vaccines Inc. and subsidiaries (“the Company”) as of December 31, 2009 and 20082016, and the related consolidated statements of operationscomprehensive loss, stockholders’ deficitequity, and cash flows for each the year then ended. These consolidated financial statements are the responsibility of the years in the two-year period ended December 31, 2009. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statementsCompany’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companyCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ASI Holdings Limited VBI Vaccines Inc. and subsidiaries as of December 31, 2009 and 20082016, and the results of its their operations and its their cash flows for each of the years in the two-year period ended December 31then ended, 2009 in conformity with accounting principles generally accepted in the United States of AmericaStates. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant Company has incurred recurring operating losses and insufficient capital negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management's ’s plans regarding those these matters are also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December 31, 2009 As of December 31, 2008 ASSETS Current Assets : Cash and cash equivalents $ 90,543 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) Property and equipment, net 23,648 35,033 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit $ 6,646,503 $ 1,458,487 See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations For the years ended December 31, 2009 December 31, 2008 Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) in current assets: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Supplement disclosure of cash flow information Interest expense paid $ 239,483 $ 14,294 Income taxes paid $ - $ - See accompanying notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited of Triton Resources , Inc. (An Exploration Stage Company) We have audited the accompanying consolidated balance sheets of ASI Holdings Limited and subsidiaries Triton Resources , Inc. (An Exploration Stage Company) as of December October 31, 2009 2005 and 2008October 31, 2004 and the related consolidated statements of operations, cash flows and stockholders’ deficitequity for the year ended October 31, 2005 and cash flows for each the period from May 18, 2004 (Date of Inception) to October 31, 2004 and accumulated for the period from May 18, 2004 (Date of Inception) to October 31, 2005. These financial statements are the responsibility of the years in the two-year period ended December 31, 2009. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statementsCompany’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 standards the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 above, present fairly, in all material respects, the financial position of ASI Holdings Limited and subsidiaries Triton Resources , Inc. (An Exploration Stage Company) as of December October 31, 2009 2005 and 2008October 31, 2004, and the results of its operations and its cash flows for each of the years in the two-year period ended December October 31, 2009 2005 and for the period from May 18, 2004 (Date of Inception) to October 31, 2004 and accumulated for the period from May 18, 2004 (Date of Inception) to October 31, 2005, in conformity with accounting principles generally accepted in the United States of AmericaStates. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant operating Company has not generated revenues and has accumulated losses since inception and insufficient capital will need additional equity financing to begin realizing its business plan. These factors raise substantial doubt about its the Company’s ability to continue as a going concern. Management's ’s plans regarding those in regard to these matters are also are described discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company“Xxxxxxx Xxxxxxx LLP” CHARTERED ACCOUNTANTS Vancouver, Canada January 10, 2006 Triton Resources , Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated (An Exploration Stage Company) Balance Sheets As of December (Expressed in US dollars) October 31, 2009 As of December 2004 October 31, 2008 (Restated - 2005 Note 7) $ $ ASSETS Current Assets : Cash and cash equivalents $ 90,543 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 46,539 73,261 Prepaid expenses 11 – Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) Property and equipment, net 23,648 35,033 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES Assets 46,550 73,261 LIABILITIES AND STOCKHOLDERS’ DEFICIT EQUITY Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Liabilities Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — 7,235 – Accrued Expenses and other payable 577,825 329,372 liabilities 4,500 4,250 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 related parties (Note 3(b)) – 82 Total Liabilities 9,571,814 3,748,801 11,735 4,332 Contingencies and Commitments (Notes 1 and Contingencies 4) Stockholders’ Deficit : Equity Common Stock, 975,000,000 s hares authorized, $0.1282 0.001 par value; 6,410 6,410 value 70,200,000 shares issued and outstanding (Note 5) 70,200 70,200 Additional Paid in Capital 2,800 2,800 Donated Capital (Note 3(a)) 13,775 4,775 Accumulated Other Comprehensive loss Income (1,063 Note 7) 2,304 3,000 Deficit Accumulated During the Exploration Stage (Note 7) (448 ) Accumulated deficit (2,930,658 54,264 ) (2,283,990 11,846 ) Total Stockholders’ Equity 34,815 68,929 Total Liabilities and Stockholders’ Equity 46,550 73,261 (2,925,311 The Accompanying Notes are an Integral Part of These Financial Statements) Triton Resources , Inc. (2,278,028 An Exploration Stage Company) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit $ 6,646,503 $ 1,458,487 See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations (Expressed in US dollars) Accumulated From From May 18, 2004 For the years ended December May 18, 2004 (Date of Inception) Year Ended (Date of Inception) to October 31, 2009 December October 31, 2008 Net revenue to October 31, 2005 2005 2004 (Restated – Note 7) $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 $ Revenue – – – Expenses Donated services (Note 3(a)) 8,750 6,000 2,750 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations 8,478 7,919 559 Mineral property costs (555,157 Note 4) 4,646 2,384 2,262 Professional fees 28,520 23,620 4,900 Donated rent (Note 3(a)) 4,375 3,000 1,375 Interest income (505 ) (2,391,259 505 ) Other income (expenses) : – Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Expenses 54,264 42,418 11,846 Net Loss (646,668 54,264 ) (2,417,552 42,418 ) (11,846 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 Loss) Foreign currency translation loss 2,304 (615 696 ) 3,000 Comprehensive Loss (51,960 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 43,114 ) (646,668 8,846 ) Balance December 31Net Loss Per Share – Basic and Diluted – – Weighted Average Shares Outstanding 70,200,000 49,270,000 (The Accompanying Notes are an Integral Part of These Financial Statements) Triton Resources , 2009 50,000 $ 6,410 $ Inc. (1,063 An Exploration Stage Company) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows (Expressed in US dollars) Accumulated From From May 18, 2004 May 18, 2004 For the years ended December (Date of Inception) (Date of Inception) Year Ended to October 31, 2009 December to October 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ October 31, 2004 2005 2005 (668,945 Restated – Note 7) $ $ $ Operating Activities Net loss (2,412,613 54,264 ) (42,418 ) (11,846 ) Adjustments to reconcile net income loss to net cash provided by Donated rent and services 13,775 9,000 4,775 Change in operating activities Depreciation 12,282 3,184 Decrease / assets and liabilities (Increase) in current assets: Accounts receivable prepaid expenses (3,476,598 11 ) (1,291,159 11 ) Inventories – Increase in accounts payable and accrued liabilities 11,735 7,485 4,250 Net Cash Used in Operating Activities (1,640,572 28,765 ) (68,535 ) Other assets (25,311 25,944 ) (26,618 2,821 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds Financing Activities Advances from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments repayments to) related parties party – (38,509 82 ) — 82 Proceeds from issuance of common stock 73,000 – 73,000 Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided Cash Flows Provided by (used Used in) financing activities of entity disposed Financing Activities 73,000 (33,328 82 ) 86,710 Net cash provided by financing activities 787,448 231,992 73,082 Effect of exchange rate change changes on cash and cash equivalents 5,024 51,239 Net increase 2,304 (696 ) 3,000 Increase (Decrease) in cash and cash equivalents 57,673 Cash 46,539 (1,535 26,722 ) 73,261 Cash and cash equivalents, beginning balance 32,870 34,405 - Beginning of Period – 73,261 – Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Supplement disclosure - End of cash flow information Period 46,539 46,539 73,261 Supplemental Disclosures Interest expense paid $ 239,483 $ 14,294 – – – Income taxes paid – – – (The Accompanying Notes are an Integral Part of These Financial Statements) Triton Resources , Inc. (An Exploration Stage Company) Statement of Stockholders’ Equity For the Period from May 18, 2004 (Date of Inception) to October 31, 2005 (Expressed in US dollars) Deficit Accumulated Accumulated Additional Other During the Paid-in Donated Comprehensive Exploration Shares Amount Capital Capital Income Stage Total (Restated – Note 7) # $ - $ - See accompanying notes $ $ $ $ Balance – May 18, 2004 (Date of Inception) – – – – – – – Issuance of common shares for cash – at $.00008 per share 39,000,000 39,000 (36,000 ) – – – 3,000 at $.0008 per share 16,250,000 16,250 (3,750 ) – – – 12,500 at $.004 per share 14,950,000 14,950 42,550 – – – 57,500 Foreign currency translation adjustment – – – – 3,000 – 3,000 Donated rent and services – – – 4,775 – – 4,775 Net loss for the period – – – – – (11,846 ) (11,846 ) Balance – October 31, 2004 70,200,000 70,200 2,800 4,775 3,000 (11,846 ) 68,929 Foreign currency translation adjustment – – – – (696 ) – (696 ) Donated services and expenses – – – 9,000 – – 9,000 Net loss for the period – – – – (42,418 ) (42,418 ) Balance – October 31, 2005 70,200,000 70,200 2,800 13,775 2,304 (54,264 ) 34,815 (The Accompanying Notes are an Integral Part of These Financial Statements) Triton Resources, Inc. (An Exploration Stage Company) Notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTSthe Financial Statements October 31, 2005

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited of Crestwood Gas Services GP LLC We have audited the accompanying consolidated balance sheets of ASI Holdings Limited Crestwood Gas Services GP LLC and subsidiaries (the “General Partnership”) as of December 31, 2009 2012 and 20082011, and the related consolidated statements of operationsincome, stockholders’ deficitcash flows, and cash flows changes in equity for each of the three years in the two-year period ended December 31, 20092012. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated These financial statementsstatements are the responsibility of the General Partnership’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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company General Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companyGeneral Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 such consolidated financial statements referred to above present fairly, in all material respects, the financial position of ASI Holdings Limited Crestwood Gas Services GP LLC and subsidiaries as of at December 31, 2009 2012 and 20082011, and the results of its their operations and its their cash flows for each of the three years in the two-year period ended December 31, 2009 2012, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have give effect to the acquisition of Crestwood Marcellus Midstream LLC by the General Partnership on January 8, 2013, which has been prepared assuming that the Company will continue accounted for at historical cost as a going concern. As discussed reorganization of entities under common control as described in Note 1 to the consolidated financial statements. /s/ DELOITTE & TOUCHE LLP Houston, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability TX July 23, 2013 (August 5, 2013 as to continue as a going concern. Management's plans regarding those matters also are described net income per unit attributable to Crestwood Gas Services GP LLC in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company15) CRESTWOOD GAS SERVICES GP LLC CONSOLIDATED STATEMENTS OF INCOME (In thousands, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of except per unit data) Successor Predecessor Year Ended December 31, 2009 As of 2012 Year Ended December 31, 2008 2011 Period from October 1, 2010 to December 31, 2010 Period from January 1, 2010 to September 30, 2010 Operating revenues Gathering revenues $ 74,922 $ 28,528 $ 1,584 $ 4,165 Gathering revenues—related party 88,091 102,427 22,181 55,464 Processing revenues 8,481 2,714 561 2,045 Processing revenues—related party 25,652 28,798 6,965 20,625 Product sales 42,317 43,353 — — Total operating revenues 239,463 205,820 31,291 82,299 Operating expenses Product purchases 23,853 38,787 — — Product purchases—related party 15,152 — — — Operations and maintenance 43,108 36,303 3,896 21,806 General and administrative 29,582 24,153 11,372 6,285 Depreciation, amortization and accretion 73,174 53,901 10,209 16,696 Total operating expenses 184,869 153,144 25,477 44,787 Other operating income Gain on contingent consideration 6,833 17,237 — — Gain from exchange of property, plant and equipment — 1,106 — — Total other operating income 6,833 18,343 — — Operating income 61,427 71,019 5,814 37,512 Interest and debt expense (35,765 ) (27,617 ) (4,742 ) (8,808 ) Income before income taxes 25,662 43,402 1,072 28,704 Income tax expense (benefit) 1,206 1,251 (721 ) 171 Net income 24,456 42,151 1,793 28,533 Net income attributable to noncontrolling interests 9,564 34,422 1,112 26,756 Net income attributable to Crestwood Gas Services GP LLC $ 14,892 $ 7,729 $ 681 $ 1,777 Net income per unit attributable to Crestwood Gas Services GP LLC common unitholders: Basic $ 0.38 $ 0.19 $ 0.02 $ 0.04 Diluted $ 0.38 $ 0.19 $ 0.02 $ 0.04 See accompanying notes. CRESTWOOD GAS SERVICES GP LLC CONSOLIDATED BALANCE SHEETS (In thousands) Successor December 31, 2012 2011 ASSETS Current Assets : assets Cash and cash equivalents $ 90,543 112 $ 32,870 798 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 —related party 23,755 27,312 Accounts receivable 21,636 11,926 Insurance receivable 2,920 — Prepaid expenses and other assets 1,941 4,585 Total current assets 6,622,854 1,423,454 Property and equipment50,364 44,621 Property, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) Property plant and equipment, net 23,648 35,033 of accumulated depreciation of $94,989 in 2012 and $46,620 in 2011 1,102,428 916,825 Intangible assets, net of accumulated amortization of $40,284 in 2012 and $16,844 in 2011 772,730 412,176 Goodwill 352,188 348,135 Deferred financing costs, net 22,528 16,699 Other assets 1,321 790 Total assets $ 6,646,503 2,301,559 $ 1,458,487 LIABLITIES 1,739,246 LIABILITIES AND STOCKHOLDERS’ DEFICIT EQUITY Current liabilites: Secured bank overdraft liabilities Accrued additions to property, plant and equipment $ 28,923 9,213 $ 7,500 Capital leases 3,862 2,693 Deferred revenue 2,634 — Short Term Loan 500,000 Commitments and contingent liabilities — 41,097 Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses payable—related party 3,088 1,308 Accounts payable, accrued expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 liabilities 29,718 31,793 Total Liabilities 9,571,814 3,748,801 current liabilities 48,515 84,391 Long-term debt 685,161 512,500 Long-term capital leases 3,161 3,929 Asset retirement obligations 14,024 11,545 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) contingent liabilities — 6,833 Equity Member’s equity 31,684 22,049 Noncontrolling interests 1,519,014 1,097,999 Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) equity 1,550,698 1,120,048 Total liabilities and stockholders’ deficit equity $ 6,646,503 2,301,559 $ 1,458,487 1,739,246 See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations For the years ended notes. CRESTWOOD GAS SERVICES GP LLC CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Successor Predecessor Year Ended December 31, 2009 2012 Year Ended December 31, 2008 Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss 2011 Period from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) See accompanying notes October 1, 2010 to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 312010 Period from January 1, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 312010 to September 30, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 2010 Cash flows from operating activities Net Loss from continuing operations income $ (668,945 ) 24,456 $ (2,412,613 ) 42,151 $ 1,793 $ 28,533 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / activities: Depreciation, amortization and accretion 73,174 53,901 10,209 16,696 Deferred income taxes — — (Increase939 ) 171 Equity-based compensation 1,877 916 3,521 2,001 Gain on contingent consideration (6,833 ) (17,237 ) — — Gain from exchange of property, plant and equipment — (1,106 ) — — Other non-cash income items 5,234 3,473 1,638 3,323 Changes in current assetsassets and liabilities: Accounts receivable—related party 3,557 (4,309 ) (14,886 ) (8,117 ) Accounts receivable (3,476,598 7,076 ) (1,291,159 7,348 ) Inventories 350 (1,640,572 620 ) Insurance receivable (68,535 1,251 ) Other — — — Prepaid expenses and other assets 2,113 249 20 (25,311 923 ) Accounts payable—related party 1,780 (26,618 2,959 ) 4,630 — Accounts payable, accrued expenses and other liabilities 5,034 18,600 (Decrease3,206 ) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) 3,809 Net cash provided by operating activities (733,902 ) (266,486 ) 102,065 86,331 3,130 44,873 Cash flows from investing activities Acquisition Acquisitions, net of plant, cash acquired (563,965 ) (414,073 ) — — Capital expenditures (52,572 ) (48,405 ) (16,599 ) (52,470 ) Proceeds from exchange of property, plant and equipment — 5,943 — — Proceeds from sale of property, plant and equipment 20 — — — Distributions to Quicksilver for Alliance assets — — — (897 ) (38,217 80,276 ) Net cash used in investing activities from continuing operations (897 616,517 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 456,535 ) (18,279 16,599 ) (132,746 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties issuance of senior notes 151,500 200,000 — 199 — Proceeds from credit facilities 555,200 215,200 283,504 143,200 Repayments of credit facilities (payments to534,000 ) related parties (38,509 186,204 ) (238,500 ) (30,100 ) Payment of Tristate Acquisition deferred payment (7,839 ) — — — Payments on capital leases (2,993 ) (1,966 ) — — Deferred financing costs paid (11,322 ) (6,982 ) (13,568 ) — Proceeds from issuance of Class C units, net — 152,671 — — Proceeds from issuance of noncontrolling interests, net 217,483 53,550 — 11,054 Contributions from member 5,930 8,741 — — Contributions from noncontrolling interests 243,750 — — — Distributions to member (13,858 ) (5,868 ) (776 ) (1,624 ) Distributions to noncontrolling interests (89,679 ) (58,143 ) (13,097 ) (34,202 ) Taxes paid for equity-based compensation vesting (406 ) — (4,149 ) (1,144 ) Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase 513,766 370,999 13,414 87,184 Change in cash and cash equivalents 57,673 (1,535 686 ) 795 (55 ) (689 ) Cash and cash equivalents, equivalents at beginning balance 32,870 34,405 of period 798 3 58 747 Cash and cash equivalents, ending balance equivalents at end of period $ 90,543 112 $ 32,870 Supplement disclosure of 798 $ 3 $ 58 Supplemental cash flow information information: Interest expense paid paid, net of amounts capitalized $ 239,483 27,885 $ 14,294 Income taxes paid 20,281 $ - 3,105 $ - 5,485 See accompanying notes notes. CRESTWOOD GAS SERVICES GP LLC CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands) Member’s Equity Noncontrolling Interests Total Predecessor Balance at December 31, 2009 $ 559 $ 284,279 $ 284,838 Issuance of noncontrolling interests, net of offering costs — 11,054 11,054 Net income 1,777 26,756 28,533 Equity-based compensation — 2,001 2,001 Taxes paid for equity-based compensation vesting — (1,144 ) (1,144 ) Distributions (1,624 ) (114,478 ) (116,102 ) Balance at September 30, 2010 $ 712 $ 208,468 $ 209,180 Successor Balance at October 1, 2010 $ 10,789 $ 870,213 $ 881,002 Conversion of subordinated note payable — 57,736 57,736 Net income 681 1,112 1,793 Equity-based compensation — 3,521 3,521 Taxes paid for equity-based compensation vesting — (4,149 ) (4,149 ) Distributions (776 ) (13,097 ) (13,873 ) Balance at December 31, 2010 10,694 915,336 926,030 Issuance of noncontrolling interests, net of offering costs — 206,221 206,221 Contributions 8,741 — 8,741 Net income 7,729 34,422 42,151 Equity-based compensation — 916 916 Issuance of Class C units to these consolidated financial statements ASI Holdings Limited and Subsidiaries Crestwood Gas Services 753 (753 ) — Distributions (5,868 ) (58,143 ) (64,011 ) Balance at December 31, 2011 22,049 1,097,999 1,120,048 Issuance of noncontrolling interests, net of offering costs — 217,483 217,483 Contributions 6,546 284,231 290,777 Net income 14,892 9,564 24,456 Equity-based compensation — 1,877 1,877 Taxes paid for equity-based compensation vesting — (406 ) (406 ) Issuance of Class C units to Crestwood Gas Services 2,055 (2,055 ) — Distributions (13,858 ) (89,679 ) (103,537 ) Balance at December 31, 2012 $ 31,684 $ 1,519,014 $ 1,550,698 See accompanying notes. CRESTWOOD GAS SERVICES GP LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the The Board of Directors and Stockholders ASI Holdings Limited Unitholders Antero Midstream Partners LP: We have audited the accompanying combined consolidated balance sheets of ASI Holdings Limited Antero Midstream Partners LP (“the Partnership”) and subsidiaries its accounting predecessor as of December 31, 2009 2013 and 2008, 2014 and the related combined consolidated statements of operationsoperations and comprehensive income (loss), stockholderspartners’ deficitcapital, and cash flows for each of the years in the twothree-year period ended December 31, 20092014. ASI Holdings Limited and subsidiaries’ management is responsible for these These combined consolidated financial statementsstatements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these combined consolidated financial statements based on 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 combined consolidated financial statements referred to above present fairly, in all material respects, the financial position of ASI Holdings Limited Antero Midstream Partners LP and subsidiaries its accounting predecessor as of December 31, 2009 2013 and 20082014, and the results of its their operations and its their cash flows for each of the years in the two-year period then ended December 31, 2009 in conformity with accounting principles U.S. generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concernaccounting principles. As discussed in Note 1 to the consolidated combined financial statementsstatements of Antero Midstream Partners LP, the Company's significant operating losses balance sheets, and insufficient capital raise substantial doubt about its ability to continue as the related consolidated combined statements of operations, partners’ capital, and cash flows have been prepared on a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome combined basis of this uncertaintyaccounting. /s/ Xxxxxx & CompanyKPMG LLP Denver, Inc. Certified Public Accountants Los AngelesColorado October 9, California June ____, 2010 ASI Holdings Limited And Subsidiaries 2015 ANTERO MIDSTREAM PARTNERS LP Combined Consolidated Balance Sheets As of December 31, 2009 As of December 312013, 2008 ASSETS and 2014 (In thousands, except unit counts) 2013 2014 Assets Current Assets assets: Cash and cash equivalents $ 90,543 — $ 32,870 230,192 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 —affiliate 6,426 31,563 Accounts receivable—third party — 5,574 Prepaid expenses — 518 Total current assets 6,622,854 1,423,454 6,426 267,847 Property and equipment, at cost 39,115 38,217 : Gathering and compressions systems 580,800 1,180,707 Water handling systems 229,627 421,012 Less : Accumulated accumulated depreciation (15,466 17,097 ) (3,184 70,124 ) Property and equipment, net 23,648 35,033 793,330 1,531,595 Other assets, net 8,581 17,168 Total assets $ 6,646,503 808,337 $ 1,458,487 LIABLITIES AND STOCKHOLDERS1,816,610 Liabilities and Partners’ DEFICIT capital Current liabilitesliabilities: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 $ 7,872 $ 13,021 Accounts payable—affiliate — 1,380 Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties capital expenditures 56,941 49,974 Accrued ad valorem tax 1,994 5,862 Accrued liabilities 2,188 9,254 Other current liabilities 1,219 357 Total current liabilities 70,214 79,848 Long-term liabilities Long-term debt — 71,837 115,000 Other 6,062 859 Total Liabilities 9,571,814 3,748,801 Commitments and liabilities 76,276 195,707 Contingencies Stockholders(Note 9) Partners’ Deficit capital: Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss units - public (1,063 46,000,000 units issued and outstanding) — 1,090,037 Common units - Antero (448 29,940,957 units issued and outstanding) Accumulated deficit — 71,665 Subordinated units - Antero (2,930,658 75,940,957 units issued and outstanding) (2,283,990 ) — 180,757 General partner — 278,444 Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary partners’ capital — (12,287 ) 1,620,903 Parent net investment 732,061 — Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) capital 732,061 1,620,903 Total liabilities and stockholderspartners’ deficit capital $ 6,646,503 808,337 $ 1,458,487 1,816,610 See accompanying notes to these combined consolidated financial statements ASI Holdings Limited And Subsidiaries statements. ANTERO MIDSTREAM PARTNERS LP Combined Consolidated Statements of Operations For the years and Comprehensive Income (Loss) Years Ended December 31, 2012, 2013, and 2014 (In thousands, except unit counts and per unit amounts) Year ended December 31, 2009 December 31, 2008 Net 2012 2013 2014 Revenue: Gathering and compression—affiliate $ 647 $ 22,363 $ 95,746 Water handling—affiliate — 35,871 162,283 Water handling—third party — — 8,245 Total revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 647 58,234 266,274 Operating expenses expenses: Selling expenses 278,572 59,326 Direct operating 698 7,871 48,821 General and administrative 2,602,421 2,772,721 (including $24,349 and $11,618 of equity-based compensation in 2013 and 2014, respectively) 2,977 34,065 30,366 Depreciation 1,679 14,119 53,029 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other 5,354 56,055 132,216 Operating income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 4,707 ) 2,179 134,058 Interest expense 8 164 6,183 Net income (448 loss) Net and comprehensive loss $ income (647,283 loss) $ (2,418,000 4,715 ) $ 2,015 $ 127,875 Net income attributable to Antero Midstream Partners LP subsequent to IPO 29,656 Less: General partner’s interest in net income subsequent to IPO (22,234 ) Limited partners’ interest in net income subsequent to IPO $ 7,422 Net income attributable to Antero Midstream Partners LP subsequent to IPO per limited partner unit (basic and diluted) Common units $ 0.05 Subordinated units $ 0.05 Weighted average number of limited partner units outstanding (basic and diluted): Common units 75,940,957 Subordinated units 75,940,957 See accompanying notes to these combined consolidated financial statements ASI Holdings Limited And Subsidiaries statements. ANTERO MIDSTREAM PARTNERS LP Combined Consolidated Statements of StockholdersPartners’ Equity (Deficit) For the years ended Capital Years Ended December 31, 2009 2012, 2013, and 2008 2014 (In thousands) Partnership Common tock Other Comprehensive Non controlling Accumulated Unitholders Public Common Unitholder Antero Subordinated Unitholder General Partner Parent Net Investment Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance at December 31, 2007 50,000 $ 6,410 2011 $ — $ (9,560 ) — $ 133,562 — $ 130,412 Foreign currency translation — $ 29,002 $ 29,002 Net loss and comprehensive loss (448 4,715 ) (448 4,715 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Deemed contribution from parent, net 120,610 120,610 Balance at December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 2012 — — — — 144,897 144,897 Net loss for the year (646,668 ) (646,668 ) income and comprehensive income — — — — 2,015 2,015 Deemed contribution from parent, net — — — — 560,800 560,800 Equity-based compensation — — — — 24,349 24,349 Balance at December 31, 2009 50,000 2013 — — — — 732,061 732,061 Net income and comprehensive income — — — — 98,219 98,219 Deemed distribution to parent, net — — — — (5,375 ) (5,375 ) Equity-based compensation — — — — 8,696 8,696 Balance at November 10, 2014 (prior to IPO) — — — — 833,601 833,601 Allocation of net investment to unitholders — 163,458 414,587 255,556 (833,601 ) — Net proceeds from IPO 1,087,224 — — — — 1,087,224 Distribution to Antero — (94,023 ) (238,477 ) — — (332,500 ) Net income and comprehensive income 2,248 1,463 3,711 22,234 — 29,656 Equity-based compensation 565 767 936 654 — 2,922 Balance at December 31, 2014 $ 6,410 1,090,037 $ (1,063 ) 71,665 $ 180,757 $ 278,444 $ — $ (2,930,658 ) $ (2,925,311 ) 1,620,903 See accompanying notes to these combined consolidated financial statements ASI Holdings Limited And Subsidiaries statements. ANTERO MIDSTREAM PARTNERS LP Combined Consolidated Statements of Cash Flows For the years ended Years Ended December 31, 2009 2012, 2013, and 2014 (In thousands) December 31, 2008 2012 2013 2014 Cash flows from provided by (used in) operating activities activities: Net Loss from continuing operations $ income (668,945 loss) $ (2,412,613 4,715 ) Adjustments $ 2,015 $ 127,875 Adjustment to reconcile net income (loss) to net cash provided by operating activities activities: Depreciation 12,282 3,184 Decrease / (Increase) 1,679 14,119 53,029 Equity-based compensation — 24,349 11,618 Amortization of deferred financing costs — — 135 Changes in current assets: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current and liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables receivable—affiliate (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 126 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 6,267 ) (665 29,988 ) Net cash provided by operating activities Accounts receivable—third party — — (733,902 5,574 ) Prepaid expenses — — (266,486 518 ) Cash flows from investing activities Acquisition of plant, property, and equipment Accounts payable — — 863 Accounts payable—affiliate — — 1,059 Accrued liabilities (897 74 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 4,029 10,934 Net cash provided by (used in) operating activities (3,236 ) 38,245 169,433 Cash flows used in investing activities: Additions to property and equipment—Gathering and compression (115,267 ) (389,340 ) (553,582 ) Additions to property and equipment—Water handling (2,080 ) (200,256 ) (200,116 ) Change in working capital of affiliate related to property and equipment — — (40,277 ) Change in other assets — (8,581 ) (3,530 ) Net cash used in investing activities (117,347 ) (598,177 ) (797,505 ) Cash flows provided by financing activities activities: Deemed contribution from (distribution to) parent, net 120,610 560,800 (5,375 ) Net proceeds from initial public offering — — 1,087,224 Distribution to Antero — — (332,500 ) Borrowings on bank credit facility — — 625,000 Repayments on bank credit facility — — (510,000 ) Payments of entity disposed deferred financing costs — — (33,328 4,871 ) 86,710 Payments on capital lease obligations (27 ) (868 ) (1,214 ) Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 120,583 559,932 858,264 Net increase in cash and cash equivalents 57,673 (1,535 ) — — 230,192 Cash and cash equivalents, beginning balance 32,870 34,405 of period — — — Cash and cash equivalents, ending balance end of period $ 90,543 — $ 32,870 Supplement — $ 230,192 Supplemental disclosure of cash flow information Interest expense information: Cash paid during the period for interest $ 239,483 8 $ 14,294 Income taxes paid 164 $ - 5,864 Supplemental disclosure of noncash investing activities: Increase in accrued capital expenditures and accounts payable for property and equipment $ - 32,538 $ 29,852 $ 37,596 See accompanying notes to these combined consolidated financial statements ASI Holdings Limited statements. ANTERO MIDSTREAM PARTNERS LP Notes to Combined Consolidated Financial Statements Years Ended December 31, 2012, 2013, and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS2014

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited Shareholders VBI Vaccines Inc. Cambridge, Massachusetts We have audited the accompanying consolidated balance sheets of ASI Holdings Limited VBI Vaccines Inc. and subsidiaries ("the Company") as of December 31, 2009 and 20082014, and the related consolidated statements of operationscomprehensive loss, stockholders’ deficit' equity, and cash flows for each the years then ended. These consolidated financial statements are the responsibility of the years in the two-year period ended December 31, 2009. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statementsCompany's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ASI Holdings Limited VBI Vaccines Inc. and subsidiaries as of December 31, 2009 2015 and 20082014, and the results of its their operations and its their cash flows for each of the years in the two-year period ended December 31then ended, 2009 in conformity with accounting principles generally accepted in the United States of AmericaStates. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant Company has incurred recurring operating losses and insufficient capital negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those these matters are also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December 31, 2009 As of December 31, 2008 ASSETS Current Assets : Cash and cash equivalents $ 90,543 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) Property and equipment, net 23,648 35,033 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit $ 6,646,503 $ 1,458,487 See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations For the years ended December 31, 2009 December 31, 2008 Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) in current assets: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Supplement disclosure of cash flow information Interest expense paid $ 239,483 $ 14,294 Income taxes paid $ - $ - See accompanying notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited of Americas Wind Energy Inc. We have audited the accompanying consolidated balance sheets of ASI Holdings Limited and subsidiaries Americas Wind Energy Inc. as of December July 31, 2009 2005, and 20082004, and the related consolidated statements of operations, stockholders’ ' deficit, and cash flows for each the years ended July 31, 2005 and 2004 and cumulative from inception (July 29, 2002) through July 31, 2005. These financial statements are the responsibility of the years in the two-year period ended December 31, 2009. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statementsCompany'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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinionmisstatements. An audit also 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 financial position of ASI Holdings Limited and subsidiaries Americas Wind Energy Inc. as of December July 31, 2009 2005, and 20082004, and the results of its operations and its cash flows for each of the years in the two-year period ended December July 31, 2009 2005 and 2004 and cumulative from inception (July 29, 2002) through July 31, 2005, in conformity with accounting principles generally accepted in the United States of AmericaStates. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note note 1 to the consolidated financial statements, the Company's significant operating losses Company is in the development stage, has been experiencing recurring losses, and has insufficient working capital to meet its planned business operations. These and other factors raise substantial doubt about its the Company's ability to continue as a going concern. Management's plans regarding those in regard to these matters are also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company"SF PARTNERSHIP, Inc. Certified Public Accountants Los AngelesLLP" CHARTERED ACCOUNTANTS Toronto, California June ____Canada May 29, 2010 ASI Holdings Limited And Subsidiaries Consolidated 2006 AMERICAS WIND ENERGY INC. (A DEVELOPMENT STAGE COMPANY) Balance Sheets As of December July 31, 2009 As of December 312005, 2008 and 2004 (Expressed in U.S. Dollars) 2005 2004 ASSETS Current Assets : Cash $ 35,179 $ 6,603 Accounts receivable and cash equivalents other 33 101,182 Goods and Services Tax receivable 20,018 4,880 Total Current Assets 55,230 112,665 Investment in Emergya Wind Technologies B.V. (note 3) 737,916 - Advances to Emergya Wind Technologies B.V. (note 3) - 748,092 Equipment, Net (note 4) 7,479 9,838 Intangible Asset (note 5) 1,780,385 1,639,375 Total Assets $ 90,543 2,581,010 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) Property and equipment, net 23,648 35,033 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT 2,509,970 LIABILITIES Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Liabilities Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 accrued liabilities $ 146,707 $ 100,093 Due to bank under factoring agreement 504,368 145,083 stockholders (note 6) 108,692 32,299 Current portion of long-term loan (note 7) 1,179,787 - Total Current Liabilities 1,435,186 132,392 Long-Term Debt, Less Current Portion Due to Related Parties — 71,837 Emergya Wind Technologies B.V. (note 7) 359,855 1,623,838 Due to Digital Predictive Systems Inc. (note 8) 1,421,552 1,165,975 Total Long-Term Debt 1,781,407 2,789,813 Total Liabilities 9,571,814 3,748,801 3,216,593 2,922,205 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 (note 12) STOCKHOLDERS' DEFICIT Capital Stock (note 9) 65 64 Accumulated Other Comprehensive loss Income 59,464 39,063 Accumulated Deficit During the Development Stage (1,063 695,112) (448 451,362) Accumulated deficit Total Stockholders' Deficit (2,930,658 635,583) (2,283,990 412,235) Total Liabilities and Stockholders' Deficit $ 2,581,010 $ 2,509,970 (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit $ 6,646,503 $ 1,458,487 See The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated statements) AMERICAS WIND ENERGY INC. (A DEVELOPMENT STAGE COMPANY) Statements of Operations For the years ended December Years Ended July 31, 2009 December 2005, and 2004, and Cumulative from Inception (July 29, 2002) through July 31, 2008 Net revenue 2005 (Expressed in U.S. Dollars) Cumulative from Inception (July 29, 2002) through July 31, 2005 2004 2005 Revenue $ 20,579,309 - $ 7,332,017 640,840 $ 640,840 Cost of revenue 18,253,473 6,891,229 Sales - 891,975 891,975 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 Loss - (251,135) (251,135) Expenses General and administrative 2,602,421 2,772,721 141,894 130,492 286,003 Professional fees - - 3,334 Consulting fees - - 1,563 Telephone and internet - - 856 Bank charges - - 53 Depreciation 3,160 1,725 4,885 Total operating expenses 2,880,993 2,832,047 Expenses 145,054 132,217 296,694 Loss from Operations (555,157 145,054) (2,391,259 383,352) (547,829) Other Income (Expense) Other income 37,396 26,218 63,614 Interest expense (expenses) : Total other income (expenses136,092) (113,789 74,805) (21,354 210,897) Total Other Expenses (98,696) (48,587) (147,283) Net Loss from continuing operations (668,945 243,750) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 431,939) (2,417,552 695,112) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss adjustment 20,401 40,306 59,464 Total Comprehensive Loss $ (647,283 223,349) $ (2,418,000 391,633) See $ (635,648) Loss Per Share: Loss per Share - Basic and Diluted $ 2.39 $ 4.32 Weighted Average Number of Shares Outstanding During the Periods - Basic and Diluted 101,836 100,000 (The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated statements) AMERICAS WIND ENERGY INC. (A DEVELOPMENT STAGE COMPANY) Statements of Stockholders’ Equity ' Deficit From Inception (DeficitJuly 29, 2002) For the years ended December Through July 31, 2009 and 2008 2005 (Expressed in U.S. Dollars) Accumulated Other Total Common tock Other Stock Comprehensive Non controlling Accumulated Total Stockholders’ Equity ' Shares Amount Loss Interest Par Value Income Deficit (Deficit) Balance December 31Deficit Stock issued at inception at July 29, 2007 50,000 2002 $0.001 per share 100,000 $ 6,410 64 $ — - $ (9,560 ) - $ 133,562 $ 130,412 64 Foreign currency translation loss adjustment - - (448 1,243) - (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 1,243) Net loss for the year - - - (2,417,552 19,423) (2,417,552 19,423) Balance December Balance, July 31, 2008 50,000 2003 100,000 $ 6,410 64 $ (448 1,243) $ (12,287 19,423) $ (2,283,990 ) $ (2,290,315 20,602) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 adjustment - - 40,306 - 40,306 Net loss for the year - - - (646,668 431,939) (646,668 431,939) Balance December Balance, July 31, 2009 50,000 2004 100,000 $ 6,410 64 $ 39,063 $ (1,063 ) $ — $ (2,930,658 451,362) $ (2,925,311 412,235) See Shares issued for cash on August 2004 - $0.0005 per share 2,000 1 - - 1 Foreign currency translation adjustment - - 20,401 - 20,401 Net loss for the year - - - (243,750) (243,750) Balance, July 31, 2005 102,000 $ 65 $ 59,464 $ (695,112) $ (635,583) (The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated statements) AMERICAS WIND ENERGY INC. (A DEVELOPMENT STAGE COMPANY) Statements of Cash Flows For the years ended December Years Ended July 31, 2009 December 2005, 2004 and Cumulative from Inception (July 29, 2002) Through July 31, 2008 2005 Expressed in U.S. Dollars Cumulative from Inception (July 29, 2002) Through July 31, 2005 2004 2005 Cash flows Flows from operating activities Operation Net Loss from continuing operations loss $ (668,945 243,750) $ (2,412,613 431,939) $ (695,112) Adjustments to reconcile net income loss to net cash provided by (used in) operating activities activities: Depreciation 12,282 3,184 Decrease / (Increase) 3,160 1,725 4,885 Accrued interest 98,902 48,899 147,801 Changes in current assets: operating assets and liabilities Accounts receivable and other 101,149 (3,476,598 101,111) (1,291,159 33) Inventories Work in progress - 69,369 - GST receivable (1,640,572 15,138) (68,535 ) Other assets (25,311 4,880) (26,618 20,018) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Due to stockholders 67,024 32,300 99,324 Net cash (used in operating activities from continuing operations (732,674 in) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities 11,347 (733,902 385,637) (266,486 463,153) Cash flows Flows from investing activities Acquisition Investing Activities Purchase of plant, property, and equipment capital assets (897 1,007) (38,217 11,563) (12,570) Net cash used in investing activities from continuing operations (897 1,007) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 11,563) (18,279 12,570) Cash flows Flows from financing activities Proceeds Financing Activities Advances to Emergya Wind Technologies B.V. (19,761) (737,239) (757,000) Repayment to Emergya Wind Technologies B.V. (55,760) - (55,760) Advances from Digital Predictive Systems Inc. 26,753 1,090,690 1,117,443 Accounts payable and accrued liabilities 46,602 (repayment of123,909) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 146,693 Issuance of common stock 1 - 65 Net cash provided by (used in) financing activities of entity disposed (33,328 2,165) 86,710 Net cash provided by financing activities 787,448 231,992 229,542 451,441 Effect of exchange rate change Exchange Rate Change on Cash 20,401 40,306 59,461 Net Increase in Cash 28,576 127,352 35,179 Cash - beginning of year 6,603 133,955 - Cash - end of year $ 35,179 $ 6,603 $ 35,179 Supplemental Disclosures of Cash Flow Information The Company had cash flows arising from interest and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Supplement disclosure of cash flow information Interest expense paid $ 239,483 $ 14,294 Income income taxes paid as follows: Cash paid for interest $ - $ - See $ - Cash paid for income taxes $ - $ - $ - Supplemental Information (note 11) (The accompanying notes are an integral part of these financial statements) AMERICAS WIND ENERGY INC. (A DEVELOPMENT STAGE COMPANY) Notes to these consolidated financial statements ASI Holdings Limited Financial Statements July 31, 2005, and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS2004 (Expressed in U.S. Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Limited FFD Financial Corporation We have audited the accompanying consolidated balance sheets statements of ASI Holdings Limited and subsidiaries financial condition of FFD Financial Corporation as of December 31June 30, 2009 2004 and 20082003, and the related consolidated statements of operationsearnings, stockholders’ deficitcomprehensive income, shareholders' equity and cash flows for each of the three years in the two-year period ended December 31June 30, 20092004. ASI Holdings Limited and subsidiaries’ management is responsible for these These consolidated financial statementsstatements are the responsibility of the Corporation'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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 financial position of ASI Holdings Limited and subsidiaries FFD Financial Corporation as of December 31June 30, 2009 2004 and 20082003, and the results of its operations and its cash flows for each of the three years in the two-year period ended December 31June 30, 2009 2004, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated /s/ Grant Thornton LLP Cinxxxxxxx, Xxxx September 3, 2004 FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION June 30, 2004 and 2003 (In thousands, except share data) ASSETS 2004 2003 Cash and due from banks $ 1,999 $ 1,845 Interest-bearing deposits in other financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December 31, 2009 As of December 31, 2008 ASSETS Current Assets : institutions 8,821 10,398 --------- --------- Cash and cash equivalents 10,820 12,243 Investment securities designated as available for sale - at market 4,402 1,502 Mortgage-backed securities designated as available for sale - at market 630 832 Mortgage-backed securities held to maturity - at amortized cost, approximate market value of $411 and $687 as of June 30, 2004 and 2003, respectively 395 651 Loans receivable - net 114,288 114,199 Loans held for sale - at lower of cost or market 217 1,767 Real estate acquired through foreclosure -- 161 Office premises and equipment - at depreciated cost 2,028 2,134 Stock in Federal Home Loan Bank - at cost 2,047 1,967 Accrued interest receivable 381 386 Prepaid expenses and other assets 275 244 Prepaid federal income taxes 409 322 --------- --------- Total assets $ 90,543 135,892 $ 32,870 Accounts receivable136,408 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Deposits $ 105,446 $ 104,351 Advances from the Federal Home Loan Bank 12,669 13,891 Accrued interest payable 97 96 Other liabilities 719 935 Deferred federal income taxes 223 217 --------- --------- Total liabilities 119,154 119,490 Commitments -- -- Shareholders' equity Preferred stock - authorized 1,000,000 shares without par value; no shares issued -- -- Common stock - authorized 5,000,000 shares without par or stated value; 1,454,750 shares issued -- -- Additional paid-in capital 7,910 7,889 Retained earnings - restricted 12,385 12,202 Accumulated comprehensive income (loss); unrealized gains (losses) on securities designated as available for sale, net of allowance for bad debts 4,767,736 1,291,158 Inventoriesrelated tax effects (66) 8 Shares acquired by stock benefit plans (444) (559) Less 266,757 and 241,753 treasury shares at June 30, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property 2004 and equipment2003, respectively - at cost 39,115 38,217 Less : Accumulated depreciation (15,466 3,047) (3,184 2,622) Property and equipment, net 23,648 35,033 --------- --------- Total assets $ 6,646,503 $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) shareholders' equity 16,738 16,918 --------- --------- Total liabilities and stockholders’ deficit shareholders' equity $ 6,646,503 135,892 $ 1,458,487 See 136,408 ========= ========= The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS Year ended June 30, 2004, 2003 and 2002 (In thousands, except per share data) 2004 2003 2002 Interest income Loans $ 6,043 $6,373 $ 7,406 Mortgage-backed securities 58 99 388 Investment securities 132 109 14 Interest-bearing deposits and other 127 177 197 ------- ------ ------- Total interest income 6,360 6,758 8,005 Interest expense Deposits 1,899 2,382 3,118 Borrowings 588 584 775 ------- ------ ------- Total interest expense 2,487 2,966 3,893 ------- ------ ------- Net interest income 3,873 3,792 4,112 Provision for losses on loans 25 131 150 ------- ------ ------- Net interest income after provision for losses on loans 3,848 3,661 3,962 Other income Gain on sale of Operations loans 354 908 220 Loss on sale of real estate acquired through foreclosure (7) -- -- Gain on sale of mortgage-backed securities designated as available for sale -- -- 67 Other operating 269 130 249 ------- ------ ------- Total other income 616 1,038 536 General, administrative and other expense Employee compensation and benefits 1,537 1,252 1,249 Occupancy and equipment 391 387 285 Franchise taxes 210 191 150 Data processing 285 269 320 Other operating 1,000 1,034 808 ------- ------ ------- Total general, administrative and other expense 3,423 3,133 2,812 ------- ------ ------- Earnings before income taxes 1,041 1,566 1,686 Federal income taxes Current 311 520 598 Deferred 43 14 (25) ------- ------ ------- Total federal income taxes 354 534 573 ------- ------ ------- NET EARNINGS $ 687 $1,032 $ 1,113 ======= ====== ======= EARNINGS PER SHARE Basic $ .59 $ .88 $ .94 ======= ====== ======= Diluted $ .58 $ .86 $ .92 ======= ====== ======= The accompanying notes are an integral part of these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year ended June 30, 2004, 2003 and 2002 (In thousands) 2004 2003 2002 Net earnings $ 687 $ 1,032 $ 1,113 Other comprehensive income (loss), net of tax: Unrealized holding gains (losses) on securities during the period, net of taxes (benefits) of $(38), $(5) and $4 in 2004, 2003 and 2002, respectively (74) (11) 8 Reclassification adjustment for realized gains included in earnings, net of taxes of $23 in 2002 -- -- (44) ----- ------- ------- Comprehensive income $ 613 $ 1,021 $ 1,077 ===== ======= ======= Accumulated comprehensive income (loss) $ (66) $ 8 $ 19 ===== ======= ======= The accompanying notes are an integral part of these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the years ended December 31June 30, 2009 December 312004, 2008 Net revenue 2003 and 2002 (In thousands, except per share data) Unrealized gains (losses) Shares on securities acquired by Additional designated stock Treasury Common paid-in Retained as available benefit shares- stock capital earnings for sale plans at cost Total Balance at July 1, 2001 $ 20,579,309 -- $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss 7,861 $ 10,962 $ 55 $ (647,283 852) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 1,422) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) 16,604 Net loss earnings for the year ended June 30, 2002 -- -- 1,113 -- -- -- 1,113 Purchase of treasury shares -- -- -- -- -- (2,417,552 936) (2,417,552 936) Amortization expense of stock benefit plans -- 16 -- -- 175 -- 191 Unrealized losses on securities designated as available for sale, net of related tax effects -- -- -- (36) -- -- (36) Exercise of stock options -- (16) -- -- -- 67 51 Dividends of $.375 per share -- -- (446) -- -- -- (446) -------- -------- -------- ------ -------- -------- -------- Balance December 31at June 30, 2008 50,000 2002 -- 7,861 11,629 19 (677) (2,291) 16,541 Net earnings for the year ended June 30, 2003 -- -- 1,032 -- -- -- 1,032 Purchase of treasury shares -- -- -- -- -- (380) (380) Amortization expense of stock benefit plans -- 39 -- -- 118 -- 157 Unrealized losses on securities designated as available for sale, net of related tax effects -- -- -- (11) -- -- (11) Exercise of stock options -- (11) -- -- -- 49 38 Dividends of $.395 per share -- -- (459) -- -- -- (459) -------- -------- -------- ------ -------- -------- -------- Balance at June 30, 2003 -- 7,889 12,202 8 (559) (2,622) 16,918 Net earnings for the year ended June 30, 2004 -- -- 687 -- -- -- 687 Purchase of treasury shares -- -- -- -- (769) (769) Amortization expense of stock benefit plans -- 51 -- -- 115 -- 166 Unrealized losses on securities designated as available for sale, net of related tax effects -- -- -- (74) -- -- (74) Exercise of stock options -- (30) -- -- -- 344 314 Dividends of $.415 per share -- -- (504) -- -- -- (504) -------- -------- -------- ------ -------- -------- -------- Balance at June 30, 2004 $ 6,410 -- $ 7,910 $ 12,385 $ (448 66) $ (12,287 444) $ (2,283,990 3,047) $ 16,738 ======== ======== ======== ====== ======== ======== ======== FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended June 30, 2004, 2003 and 2002 (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) in current assets: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Supplement disclosure of cash flow information Interest expense paid $ 239,483 $ 14,294 Income taxes paid $ - $ - See accompanying notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors and Stockholders ASI Holdings Taiyuan Rongan Business Trading Limited Company We have audited the accompanying consolidated balance sheets sheet of ASI Holdings Taiyuan Rongan Business Trading Limited Company and subsidiaries as of December 31, 2009 and 2008, 2005 and the related consolidated statements of operationsincome, stockholders’ deficit' equity, and cash flows for each of the years in the two-year period ended December 31, 20092005 and 2004. ASI Holdings Limited and subsidiaries’ management is responsible for these These consolidated financial statementsstatements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our auditsaudit. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 ASI Holdings Taiyuan Rongan Business Trading Limited Company and subsidiaries as of December 31, 2009 and 20082005, and the results of its consolidated operations and its cash flows for each of the years in the two-year period ended December 31, 2009 2005 and 2004 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concernKABANI & COMPANY, INC. As discussed in Note 1 to the consolidated financial statements, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company, Inc. Certified Public Accountants CERTIFIED PUBLIC ACCOUNTANTS Los Angeles, California June ____October 20, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As 2006 TAIYUAN RONGAN BUSINESS TRADING LIMITED COMPANY CONSOLIDATED BALANCE SHEET DECEMBER 31, 2005 ASSETS CURRENT ASSETS Cash & cash equivalents $ 2,785,558 Other receivable, net 16,591 Advances to suppliers 32,260 Loan to employees, net 576,871 Loan to related parties, net 636,546 Loan to others, net 5,223,981 Prepaid expenses 87,908 Total current assets 9,359,715 PROPERTY AND EQUIPMENT, NET 43,178,610 CONSTRUCTION IN PROGRESS 24,783 LONG TERM INVESTMENT 5,383 INTANGIBLE ASSETS, NET 9,681,120 TOTAL ASSETS $ 62,249,610 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 5,993,738 Tax payable 4,390,621 Customer deposit 1,557,337 Other payable 1,687,695 Accrued expenses 577,495 Loan from bank 2,396,230 Loan from employee 2,745,148 Loan from others 2,474,507 Loan from related parties 1,226,405 Deferred income - current 7,127,327 Total current liabilities 30,176,502 DEFERRED INCOME - NON CURRENT 18,069,750 Total liabilities 48,246,253 STOCKHOLDERS' EQUITY Stockholders' capital 2,080,979 Minority interest 3,230,641 Retained earnings 8,399,025 Translation gain 292,712 Total stockholders' equity 14,003,357 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 62,249,610 The accompanying notes are an integral part of these consolidated financial statements. TAIYUAN RONGAN BUSINESS TRADING LIMITED COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2005 AND DECEMBER 31, 2004 December 31, 2009 As of December 31, 2008 ASSETS Current Assets : Cash 2005 2004 RENTAL REVENUE $ 7,943,921 $ 7,236,578 OTHER REVENUE 5,204,950 4,582,523 Total net revenue 13,148,871 11,819,101 OPERATING EXPENSES (INCOME) General and cash equivalents $ 90,543 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation administrative expenses 7,098,416 2,547,258 Financial expenses (15,466 income) (3,184 650,351) Property and equipment, net 23,648 35,033 3,534,764 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 operating expenses 6,448,065 6,082,022 INCOME FROM OPERATIONS 6,700,806 5,737,079 NON-OPERATING INCOME (EXPENSES) Interest income 295,532 456,639 Other Comprehensive loss expenses (1,063 185,056) (448 657,933) Accumulated deficit Interest expense (2,930,658 697,173) (2,283,990 1,283,132) Total non-operating expenses (2,925,311 586,696) (2,278,028 1,484,426) Non controlling interest in subsidiary — NET INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS 6,114,109 4,252,653 PROVISION FOR INCOME TAXES (12,287 ) Total Stockholder’s deficit (2,925,311 1,824,482) (2,290,315 1,283,132) Total liabilities and stockholders’ deficit INCOME BEFORE MINORITY INTERESTS 4,289,627 2,969,521 MINORITY INTEREST (1,025,221) - NET INCOME 3,264,406 2,969,521 OTHER COMPREHENSIVE INCOME Foreign currency translation adjustment 292,712 - COMPREHENSIVE INCOME $ 6,646,503 3,557,118 $ 1,458,487 See 2,969,521 The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements statements. TAIYUAN RONGAN BUSINESS TRADING LIMITED COMPANY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 Common Stock Total Number of Operations For Additional Translation Minority Interest Retained stockholders' shares Amount Paid in Capital Gain Earnings equity Balance at December 31, 2002 - $ - $ - $ - $ - $ 1,237,056 $ 1,237,056 Additional Paid in Capital - - 1,210,000 - - - 1,210,000 Net income for the years year ended December 31, 2009 2003 - - - - - 2,540,623 2,540,623 Balance at December 31, 2008 2003 - - 1,210,000 - - 3,777,679 4,987,679 Additional Paid in Capital - - 1,270,500 - - - 1,270,500 Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For for the years year ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) 2004 - - - - - 2,969,521 2,969,521 Balance at December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest 2004 - - 2,480,500 - - 6,747,200 9,227,700 Additional Paid in subsidiary (2,727 ) (2,727 ) Capital - - 193,318 - - - 193,318 Net loss income for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 2005 - - - - - 4,289,627 4,289,627 Translation Gain - - - 292,712 - - 292,712 Reclassification and adjustments to minority interest - - (592,840) - 3,230,641 (2,637,802) - Balance at December 31, 2008 Cash flows from operating activities 2005 - $ - $ 2,080,979 $ 292,712 $ 3,230,641 $ 8,399,025 $ 14,003,357 The accompanying notes are an integral part of these consolidated financial statements. TAIYUAN RONGAN BUSINESS TRADING LIMITED COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 2005 2004 CASH FLOWS FROM OPERATING ACTIVITIES Net Loss from continuing operations income $ (668,945 ) 3,264,406 $ (2,412,613 ) 2,969,521 Adjustments to reconcile net income to net cash provided by operating activities activities: Depreciation 12,282 3,184 and amortization 1,243,739 770,973 Minority interest 1,025,221 - Bad debt expense (income) (622,933) 3,534,764 Decrease / (Increase) in current assets: Accounts Other receivable (3,476,598 138,721) (1,291,159 12,218) Inventories Advances to suppliers (1,640,572 31,774) - Prepaid expenses (68,535 86,583) Other assets - Long term investment (25,311 5,302) - Interest receivable on loans 819,500 (26,618 456,639) Increase (Decreasedecrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — 142,458 4,743,754 Tax payables 974 1,699 Bank Payable 28,923 — payable 1,916,861 Deposit from customer 571,845 1,305,737 Accrued expenses 427,719 — Other payables Expenses (149,355 365,983) 325,711 Net cash used in operating activities from continuing operations 688,435 Deferred income (732,674 6,173,606) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 6,435,161) Net cash provided by operating activities 1,559,129 7,109,166 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets (733,902 24,409) (266,486 11,433,121) Cash flows Proceeds from investing activities disposal of fixed assets 3,906,521 - Acquisition of plant, property, and equipment intangible assets - (897 239,580) Loans receivable from others (2,179,394) (38,217 1,587,841) Net cash used in investing activities Loans receivable from continuing operations related parties (897 1,459,489) (38,217 1,581,184) Net cash provided by investing activities of entity disposed — 19,938 Payments to (proceeds from) loans receivable from employees (364,566) 1,123,783 Net cash used in investing activities (897 121,337) (18,279 13,717,943) Cash flows CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from financing activities loans from bank 1,993,988 - Proceeds from loans from others 865,369 439,133 Proceeds from (repayment ofpayments to) installment loan 859,285 145,083 Payments to related parties — 199 loans from employees (543,439) 2,003,346 Proceeds from (payments to) related parties (38,509 2,185,452) — 2,995,875 Capital contribution 195,274 1,270,500 Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents325,738 6,708,854 EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS 46,739 - NET INCREASE IN CASH & CASH EQUIVALENTS 1,810,269 100,077 CASH & CASH EQUIVALENTS, beginning balance 32,870 34,405 Cash and cash equivalentsBEGINNING BALANCE 975,289 875,212 CASH & CASH EQUIVALENTS, ending balance ENDING BALANCE $ 90,543 2,785,558 $ 32,870 Supplement disclosure of cash flow information Interest expense paid $ 239,483 $ 14,294 Income taxes paid $ - $ - See 975,289 The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited and Subsidiaries statements. TAIYUAN RONGAN BUSINESS TRADING LIMITED COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Stockholders and Board of Directors and Stockholders ASI Holdings Limited of LookSmart Group, Inc. We have audited the accompanying consolidated balance sheets of ASI Holdings Limited and subsidiaries LookSmart Group, Inc. (the "Company") as of December 31, 2009 2014 and 20082013, and the related consolidated statements of operations, comprehensive loss, stockholders’ deficit' equity, and cash flows for each the years then ended. These consolidated financial statements are the responsibility of the years in the two-year period ended December 31, 2009. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statementsCompany'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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companyCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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 ASI Holdings Limited and subsidiaries LookSmart Group, Inc. as of December 31, 2009 2014 and 20082013, and the consolidated results of its operations and its cash flows for each of the years in the two-year period then ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed described in Note 1 to the consolidated financial statements15, the Company's significant Company has recurring losses, has negative working capital and cash in operating losses and insufficient capital activities, which raise substantial doubt about its ability to continue as a going concern. Management's ’s plans regarding those matters in regard to this matter are also are described discussed in Note 115. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx Xxxx & CompanyCo. LLP New York, Inc. Certified Public Accountants Los AngelesNew York March 17, California June ____2015 LOOKSMART GROUP, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of INC. CONSOLIDATED BALANCE SHEETS (In thousands, except par value) December 31, 2009 As of December 31, 2008 2014 2013 ASSETS Current Assets assets: Cash and cash equivalents $ 90,543 305 $ 32,870 Accounts 2,789 Short-term investments 129 3,102 Total cash, cash equivalents and short-term investments 434 5,891 Trade accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 255 606 Prepaid expenses and other current assets 602 1,077 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) 1,291 7,574 Long-term investments - 154 Property and equipment, net 23,648 35,033 3,403 3,831 Other assets, net 62 87 Total assets $ 6,646,503 4,756 $ 1,458,487 LIABLITIES AND 11,646 LIABILITIES & STOCKHOLDERS’ DEFICIT ' EQUITY Current liabilitesliabilities: Secured bank overdraft Trade accounts payable $ 28,923 901 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — 739 Accrued Expenses liabilities 398 444 Deferred revenue and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 customer deposits 1,018 1,002 Total Liabilities 9,571,814 3,748,801 Commitments current liabilities 2,317 2,185 Long-term portion of deferred rent 22 186 Total liabilities 2,339 2,371 Commitment and Contingencies contingencies - - Stockholders’ Deficit ' equity: Common StockConvertible preferred stock, $0.1282 0.001 par value; 6,410 6,410 Other Comprehensive Authorized: 5,000 shares; Issued and Outstanding: none at December 31 , 2014 and 2013, respectively - - Common stock, $0.003 par value; Authorized: 80,000 shares; Issued and Outstanding: 5,769 shares at both December 31, 2014 and 2013, respectively 17 17 Additional paid-in capital 262,508 262,502 Accumulated other comprehensive loss (1,063 424 ) (448 154 ) Accumulated deficit (2,930,658 259,435 ) (2,283,990 253,016 ) Treasury stock at cost: 130 shares and 32 shares at December 31, 2014 and 2013, respectively (249 ) (74 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) stockholders' equity 2,417 9,275 Total liabilities and stockholders’ deficit ' equity $ 6,646,503 4,756 $ 1,458,487 See 11,646 The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations For the years ended Financial Statements. LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Year Ended December 31, 2009 December 31, 2008 Net revenue 2014 2013 Revenue $ 20,579,309 4,702 $ 7,332,017 6,679 Cost of revenue 18,253,473 6,891,229 2,441 4,474 Gross profit 2,325,836 440,788 2,261 2,205 Operating expenses expenses: Selling expenses 278,572 59,326 Sales and marketing 1,690 1,082 Product development and technical operations 4,561 3,557 General and administrative 2,602,421 2,772,721 2,561 3,052 Restructuring charge 30 40 Total operating expenses 2,880,993 2,832,047 8,842 7,731 Loss from Operations operations (555,157 6,581 ) (2,391,259 5,526 ) Non-operating income (expense), net Interest income 81 198 Interest expense (14 ) (9 ) Other income (expensesexpense), net 95 (12 ) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations before income taxes (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 6,419 ) (2,417,552 5,349 ) Income tax expense - (7 ) Net loss $ (6,419 ) $ (5,356 ) Net loss per share - Basic and Diluted $ (1.12 ) $ (0.93 ) Weighted average shares outstanding used in computing basic and diluted net loss per share 5,709 5,756 The accompanying notes are an integral part of these Consolidated Financial Statements. LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) Year Ended December 31, 2014 2013 Net loss $ (6,419 ) $ (5,356 ) Other Comprehensive Income comprehensive income (loss) : ): Foreign currency translation adjustments (177 ) (108 ) Unrealized loss on investments (93 ) - Change in accumulated other comprehensive loss (615 270 ) (448 108 ) Net comprehensive Comprehensive loss $ (647,283 6,689 ) $ (2,418,000 5,464 ) See The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of StockholdersFinancial Statements. LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Accumulated Additional Other Total Common Stock Paid-in Comprehensive Accumulated Treasury Stock Stockholder’s Shares Amount Capital Gain (Loss) Deficit Shares Amount Equity (Deficit) For the years ended Balance at December 31, 2009 and 2008 2012 5,768 $ 17 $ 262,463 $ (46 ) $ (247,660 ) (19 ) $ (48 ) $ 14,726 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit stock issued for employee stock purchase plan 1 - 1 - - - - 1 Stock-based compensation - - 38 - - - - 38 Treasury stock at cost - - - - - (Deficit13 ) (26 ) (26 ) Changes in accumulated other comprehensive loss - - - (108 ) - - - (108 ) Net loss - - - - (5,356 ) - - (5,356 ) Balance at December 31, 2007 50,000 2013 5,769 $ 6,410 17 $ — 262,502 $ (9,560 154 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 253,016 ) (448 32 ) Non controlling interest in subsidiary $ (2,727 74 ) $ 9,275 Stock-based compensation - - 6 - - - - 6 Treasury stock at cost - - - - - (98 ) (2,727 175 ) (175 ) Changes in accumulated other comprehensive loss - - - (270 ) - - - (270 ) Net loss for the year - - - - (2,417,552 6,419 ) - - (2,417,552 6,419 ) Balance at December 31, 2008 50,000 2014 5,769 $ 6,410 17 $ 262,508 $ (448 424 ) $ (12,287 259,435 ) (130 ) $ (2,283,990 249 ) $ 2,417 The accompanying notes are an integral part of these Consolidated Financial Statements. LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (2,290,315 In thousands) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance Year Ended December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 2014 2013 Cash flows from operating activities activities: Net Loss from continuing operations loss $ (668,945 6,419 ) $ (2,412,613 5,356 ) Adjustments Adjustment to reconcile net income loss to net cash provided by used in operating activities activities: Depreciation 12,282 3,184 Decrease / and amortization 1,316 500 Provision for doubtful accounts 55 (Increase20 ) Share-based compensation 6 38 Other non-cash charges 210 42 Deferred rent (164 ) 9 Deferred lease incentive 77 77 Restructuring charge 30 40 Changes in operating assets and liabilities: Trade accounts receivable 296 1,469 Prepaid expenses and other current assets: Accounts receivable assets 423 (3,476,598 667 ) Trade accounts payable 132 (688 ) Accrued liabilities (37 ) (1,291,159 874 ) Inventories Deferred revenue and customer deposits 16 (1,640,572 145 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 4,059 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 5,575 ) Cash flows from investing activities Acquisition activities: Purchase of plant, property, investments (76 ) (7,928 ) Proceeds from sale of investments 3,202 14,136 Payments for property and equipment (897 1,026 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 3,953 ) Net cash provided by investing activities 2,100 2,255 Cash flows from financing activities: Principal payments of entity disposed — 19,938 capital lease obligations (173 ) (110 ) Proceeds from issuance of common stock - 1 Payments for repurchase of common stock (175 ) (26 ) Net cash used in investing financing activities (897 348 ) (18,279 135 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change changes on cash and cash equivalents 5,024 51,239 Net increase (177 ) (108 ) Decrease in cash and cash equivalents 57,673 (1,535 2,484 ) (3,563 ) Cash and cash equivalents, beginning balance 32,870 34,405 of period 2,789 6,352 Cash and cash equivalents, ending balance end of period $ 90,543 305 $ 32,870 Supplement 2,789 Supplemental disclosure of cash flow information information: Interest expense paid $ 239,483 14 $ 14,294 9 Income taxes paid $ - $ 7 Supplemental disclosure of noncash activities: Assets acquired through capital lease obligations $ 164 $ - See Change in unrealized gain (loss) on investments $ (93 ) $ - The accompanying notes to are an integral part of these consolidated financial statements ASI Holdings Limited and Subsidiaries Consolidated Financial Statements. LOOKSMART GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Partners of MPLX LP and the Board of Directors and Stockholders ASI Holdings Limited We have audited of MPLX GP LLC In our opinion, the accompanying combined consolidated balance sheets and the related combined consolidated statements of ASI Holdings Limited income, of equity and of cash flows present fairly, in all material respects, the financial position of MPLX LP and its subsidiaries as of at December 31, 2009 2015 and 20082014, and the related consolidated statements results of operations, stockholders’ deficit, their operations and their cash flows for each of the three years in the two-year period ended December 31, 20092015 in conformity with accounting principles generally accepted in the United States of America. ASI Holdings Limited and subsidiaries’ Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion opinions on these consolidated financial statements and on the Company's internal control over financial reporting based on 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 audit audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of misstatement and whether effective internal control over financial reporting as a basis for designing audit procedures that are appropriate was maintained in the circumstances, but not for the purpose of expressing an opinion on the effectiveness all material respects. Our audits of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinionopinions. In A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As described in Management’s Report on Internal Control over Financial Reporting, management has excluded MarkWest from the Company’s assessment of internal control over financial reporting as of December 31, 2015 as it was acquired by the Company in a business combination on December 4, 2015. We have also excluded MarkWest from our opinionaudit of internal control over financial reporting. MarkWest represents approximately 70% of combined consolidated total assets as of December 31, 2015 and 13% of combined consolidated total revenues and other income for the year ended December 31, 2015. On March 31, 2016, the Company acquired Xxxxxx Street Marine LLC (“HSM”) in a transaction between entities under common control. The combined consolidated financial statements referred to above present fairlyhave been retrospectively adjusted to include HSM as if the transaction had been consummated as of January 1, in all material respects, 2013. The controls of HSM were not a part of the Company’s internal control over financial position of ASI Holdings Limited and subsidiaries reporting as of December 31, 2009 and 20082015. Accordingly, and the results controls operated at HSM were not included in either management’s assessment of its operations and its cash flows for each internal control over financial reporting or our audit of the years in Company’s internal control over financial reporting. HSM is a wholly-owned subsidiary whose total assets and total revenues and other income represent 3% and 27%, respectively, of the two-related combined consolidated financial statement amounts as of and for the year period ended December 31, 2009 in conformity 2015. /s/PricewaterhouseCoopers LLP Toledo, Ohio February 26, 2016, except with accounting principles generally accepted in respect to our opinion on the United States of America. The accompanying combined consolidated financial statements have been prepared assuming that insofar as it relates to the Company will continue as a going concern. As effects of the transaction discussed in Note 1 4 to the combined consolidated financial statements and the matter described in the third paragraph of Management’s Report on Internal Control over Financial Reporting, as to which the date is May 2, 2016 MPLX LP Combined Consolidated Statements of Income (In millions, except per unit data) 2015 2014 2013 Revenues and other income: Service revenue $ 130 $ 70 $ 79 Service revenue - related parties 593 662 586 Rental income 20 — — Rental income - related parties 101 15 15 Product sales 36 — — Product sales - related parties 1 — — Other income 9 6 5 Other income - related parties 71 40 28 Total revenues and other income 961 793 713 Costs and expenses: Cost of revenues (excludes items below) 225 228 200 Purchased product costs 20 — — Rental cost of sales 5 1 1 Purchases - related parties 166 153 151 Depreciation and amortization 116 75 70 General and administrative expenses 118 81 69 Other taxes 13 10 9 Total costs and expenses 663 548 500 Income from operations 298 245 213 Income before income taxes 250 240 212 Provision for income taxes 1 1 1 Net income 249 239 211 Less: Net income attributable to noncontrolling interests 1 57 68 Net income attributable to Predecessor 92 61 65 Net income attributable to MPLX LP 156 121 78 Less: General partner’s interest in net income attributable to MPLX LP 57 6 2 Limited partners’ interest in net income attributable to MPLX LP $ 99 $ 115 $ 76 Per Unit Data (See Note 7) Net income attributable to MPLX LP per limited partner unit: Common - basic $ 1.23 $ 1.55 $ 1.05 Common - diluted 1.22 1.55 1.05 Subordinated - basic and diluted 0.11 1.50 1.01 Weighted average limited partner units outstanding: Common - basic 79 37 37 Common - diluted 80 37 37 Subordinated - basic and diluted 18 37 37 Cash distributions declared per limited partner common unit $ 1.8200 $ 1.4100 $ 1.1675 The accompanying notes are an integral part of these combined consolidated financial statements, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx & Company, Inc. Certified Public Accountants Los Angeles, California June ____, 2010 ASI Holdings Limited And Subsidiaries Consolidated Balance Sheets As of December 31, 2009 As of December 31, 2008 ASSETS Current Assets : Cash and cash equivalents $ 90,543 $ 32,870 Accounts receivable, net of allowance for bad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property and equipment, at cost 39,115 38,217 Less : Accumulated depreciation (15,466 ) (3,184 ) Property and equipment, net 23,648 35,033 Total assets $ 6,646,503 $ 1,458,487 LIABLITIES AND STOCKHOLDERS’ DEFICIT Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Total liabilities and stockholders’ deficit $ 6,646,503 $ 1,458,487 See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Operations For the years ended December 31, 2009 December 31, 2008 Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Stockholders’ Equity (Deficit) For the years ended December 31, 2009 and 2008 Common tock Other Comprehensive Non controlling Accumulated Total Stockholders’ Equity Shares Amount Loss Interest Deficit (Deficit) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) See accompanying notes to these consolidated financial statements ASI Holdings Limited And Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2009 December 31, 2008 Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) in current assets: Accounts receivable (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets (25,311 ) (26,618 ) (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Cash flows from investing activities Acquisition of plant, property, and equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Cash flows from financing activities Proceeds from (repayment of) installment loan 859,285 145,083 Payments to related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Supplement disclosure of cash flow information Interest expense paid $ 239,483 $ 14,294 Income taxes paid $ - $ - See accompanying notes to these consolidated financial statements ASI Holdings Limited and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.