EXHIBIT 99.1
 
 
GRAPHIC
 
 
To the Stockholders of
Lighter Than Air Systems Corp.:

 
We have audited the accompanying financial statements of Lighter Than Air Systems Corp. (the "Company") which comprise the balance sheets as of December 31, 2013 and 2012, and the related statements of income, changes in stockholders' equity, and cash flows for the years then ended, and the related notes to the financial statements.
 
Management's Responsibility for the Financial Statements
 
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
 
Auditor's Responsibility
 
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
 
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
 
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
 
Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lighter Than Air Systems Corp. at December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
 
  CERTIFIED PUBLIC ACCOUNTANTS  
     
New York, New York
/s/ Rosen Seymour Shapss Martin & Company LLP  
August 13, 2014
Rosen Seymour Shapss Martin & Company LLP
 
     
     

 
 

 
 
 
LIGHTER THAN AIR SYSTEMS CORP.
BALANCE SHEETS
 
   
DECEMBER 31,
2013
   
DECEMBER 31,
2012
 
   
(Successor)
   
(Predecessor)
 
             
ASSETS
       
 
 
CURRENT ASSETS
       
 
 
Cash
  $ 109,826     $ 162,297  
Accounts receivable, net of allowance for bad debts of $-, $- and $-
    8,085       177,450  
Inventories
    75,311       15,326  
Prepaid expenses
    1,186       34,977  
    TOTAL CURRENT ASSETS
    194,408       390,050  
                 
PROPERTY AND EQUIPMENT
               
Property and equipment, net of accumulated depreciation
               
  of $4,563, $2,648 and $2,648, respectively.
    1,998       3,913  
                 
OTHER NONCURRENT ASSETS
               
Goodwill
    807,824       -  
      807,824       -  
                 
TOTAL ASSETS
  $ 1,004,230     $ 393,963  
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
CURRENT LIABILITIES
               
Due to parent
  $ 206,874     $ -  
Accounts payable
    72,985       34,587  
Accounts payable due related party
    50,691       116,371  
Accrued liabilities
    17,926       31,330  
Deferred revenues
    1,650       50,000  
TOTAL CURRENT LIABILITIES
    350,126       232,288  
                 
TOTAL LIABILITIES
    350,126       232,288  
 
               
COMMITMENTS AND CONTINGENCIES
               
 
               
STOCKHOLDERS' EQUITY
               
Common stock, $.01 par value; 2,000 shares authorized;
    1       1  
    100 share issued and outstanding
               
Additional paid-in capital
    922,499       181,148  
Accumulated deficit
    (268,396 )     (19,474 )
TOTAL STOCKHOLDERS' EQUITY
    654,104       161,675  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 1,004,230     $ 393,963  
                 
 
See accompanying notes to financial statements.
 
 
1

 
 
LIGHTER THAN AIR SYSTEMS CORP.
STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED,
MARCH 28 AND DECEMBER 31, 2013 AND
DECEMBER 31, 2012
 
   
Successor Company
   
Predecessor Company
 
   
March 29, 2013
To
December 31, 2013
   
January 1, 2013
To
March 28, 2013
   
Year Ended December 31, 2012
 
REVENUES
                 
Sales
  $ 436,148     $ 411,166     $ 390,098  
Cost of sales
    447,872       63,817       266,012  
Gross profit (loss)
    (11,724 )     347,349       124,086  
                         
COSTS AND EXPENSES
                       
General and administrative
    247,499       47,839       127,656  
Professional fees
    6,442       1,000       1,580  
Depreciation and amortization
    1,915       -       1,278  
    TOTAL EXPENSES
    255,856       48,839       130,514  
                         
INCOME (LOSS) FROM OPERATIONS
    (267,580 )     298,510       (6,428 )
                         
OTHER INCOME (EXPENSE)
                       
Interest income (expense)
    (816 )     5       113  
    OTHER INCOME (EXPENSE)
    (816 )     5       113  
                         
(LOSS) INCOME BEFORE INCOME TAX EXPENSE
    (268,396 )     298,515       (6,315 )
Income Tax Expense     -       -       -  
Net (loss) income   $ (268,396 )   $ 298,515     $ (6,315 )
 
 
See accompanying notes to financial statements.
 
 
 
2

 
 
LIGHTER THAN AIR SYSTEMS CORP.
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIODS ENDED,
MARCH 28 AND DECEMBER 31, 2013 AND
DECEMBER 31, 2012
 
         
ADDITIONAL
         
TOTAL
 
   
COMMON STOCK
   
PAID-IN
   
RETAINED
   
STOCKHOLDERS'
 
Description
 
SHARES
   
AMOUNT
   
CAPITAL
   
EARNINGS
   
EQUITY
 
                               
BALANCE, DECEMBER 31, 2011
    100     $ 1     $ 181,148     $ (13,159 )   $ 167,990  
Net loss - 2012
                            (6,315 )     (6,315 )
BALANCE, DECEMBER 31, 2012
    100       1       181,148       (19,474 )     161,675  
                                         
PREDECESSOR:
                                       
BALANCE, DECEMBER 31, 2012
    100       1       181,148       (19,474 )     161,675  
Sale of common stock
    (100 )     (1 )     (181,148 )     19,474       (161,675 )
BALANCE, MARCH 28, 2013
    -     $ -     $ -     $ -     $ -  
                                         
SUCCESSOR:
                                       
BALANCE, MARCH 29, 2013
    -     $ -     $ -     $ -     $ -  
Push down accounting
    100       1       922,499       -       922,500  
Net loss
    -       -       -       (268,396 )     (268,396 )
BALANCE, DECEMBER 31, 2013
    100       1       922,499       (268,396 )     654,104  
 
 
See accompanying notes to financial statements
 
 
3

 
 
LIGHTER THAN AIR SYSTEMS CORP.
STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED,
MARCH 28 AND DECEMBER 31, 2013 AND
DECEMBER 31, 2012
 
   
DECEMBER 31,
   
MARCH 28,
   
DECEMBER 31,
 
   
2013
   
2013
   
2012
 
   
(Successor)
   
(Predecessor)
   
(Predecessor)
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net (loss) income
  $ (268,396     $ 298,515     $ (6,315 )
Adjustments to reconcile net loss (earnings) to net cash
                       
     used by operating activities:
                       
Depreciation and amortization
    1,915       479       1,278  
Change in operating assets and liabilities:
                       
Accounts receivables
    171,121       (141,756 )     (109,700 )
Inventories
    154,387       (172,732 )     (7,526
Prepaid expenses
    1,780       31,500       (34,977 )
Accounts payable
    (54,505       (24,395       19,938  
Due to (from) related party
    190,691       (56,518 )     36,555  
Accrued liabilities
    (346,542 )     7,649       (676
Deferred revenues
    1,650       (50,000 )     37,100  
             NET CASH PROVIDED BY (USED IN)
                       
             OPERATING ACTIVITIES
    (147,899       (107,258 )     (64,323 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES 
                       
Cash paid on business combination
    158,545       -       -  
        Advances to Parent
    99,180       -       -  
Capital expenditures
    -       -       (2,035 )
NET CASH PROVIDED BY (USED IN)     INVESTING ACTIVITIES
    257,725       -       (2,035
                         
CASH FLOWS FROM  FINANCING ACTIVITIES
                       
        Proceeds from loans from shareholders
    -       103,506       -  
                         
              CASH FLOWS FROM FINANCING ACTIVITIES
    -       103,506       -  
                         
NET CHANGE IN CASH
    109,826       (3,752 )     (66,358
CASH – BEGINNING OF YEAR
    -       162,297       228,655  
CASH – END OF YEAR
  $ 109,826     $ 158,545     $ 162,297  
                         
SUPPLEMENTAL DISCLOSURES                        
    Cash paid during the period for:                        
Interest   $ -     $ -     $ -  
Taxes   $ -     $ -     $ -  
                         
 
See accompanying notes to financial statements
 
 
 
4

 
 
 

LIGHTER THAN AIR SYSTEMS CORP.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012



NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

DESCRIPTION OF BUSINESS
 
Lighter Than Air Systems Corp. (LTAS) (the “Company”), provides critical aerial and land-based surveillance and communications solutions to government and commercial customers. LTAS systems are designed and developed in-house utilizing proprietary technologies and processes that result in compact, rapidly deployable aerostat solutions and mast-based ISR systems. The LTAS systems have been proven to fulfill critical requirements of the military and law enforcement in the U.S. and internationally.

BASIS OF PRESENTATION
 
The accompanying financial statements of Lighter Than Air Systems Corp. were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
World Surveillance Group, Inc. acquired all of the outstanding common stock of LTAS on March 28, 2013.  This transaction  (the “Acquisition”) resulted in a change in control, and has been accounted for as a business combination.   As a result of the Acquisition, the financial information for the periods after the Acquisition is a different carrying value than for the period before the Acquisition. The difference affects the amounts at which certain assets and liabilities are carried in the balance sheets and the amounts of certain revenues and expenses that are recognized in the statements of operations, which as a result are not comparable.
 
The Company is referred to as the "Successor" for all periods subsequent to the Acquisition. All references to "Predecessor" refer to LTAS which operated under a different ownership and capital structure for the period prior to the Acquisition.
 
ORGANIZATION
 
On March 28, 2013, World Surveillance Group Inc (“WSGI”) consummated a Stock Purchase Agreement (the “Agreement”) by and among WSGI, Lighter Than Air Systems Corp. (“LTAS”), Felicia Hess (the “Shareholder”) and Kevin Hess (“KHess”) pursuant to which WSGI acquired 100% of the outstanding shares of capital stock of LTAS, thereby making LTAS a wholly-owned subsidiary of the WSGI.

The purchase price paid by the WSGI for LTAS consisted of $250,000 in cash payable on or before the date that is 30 days after the closing of the acquisition (the “Closing”), 25,000,000 shares of the WSGI’s common stock valued at the acquisition date based on the market price of $0.0269 per share, and an earn-out based on varying percentages of the gross revenues based on the level of revenue from contracts with an identified group of potential customers.  No value was ascribed to the earn-out because future revenues, if any, cannot be reliably predicted. Pursuant to the Agreement and an Escrow Agreement, 7,500,000 shares of common stock out of the 25,000,000 shares issued by WSGI have been placed in escrow for one year to satisfy possible indemnification claims of the LTAS.  Felicia Hess, the President of LTAS, has entered into an employment agreement to continue in her role as President of LTAS. The Agreement also includes restrictions on the sale of the WSGI’s securities issued as the purchase price by the Shareholder for a one-year period following the Closing.

In connection with the Closing, LTAS, the Shareholder and the WSGI also entered into an Option Agreement dated March 28, 2013 pursuant to which the Shareholder was granted an exclusive option to purchase the shares of LTAS held by WSGI on the occurrence of (i) a WSGI bankruptcy event, or (ii) a decrease in the daily volume of WSGI’s common stock to below 50,000 shares for 30 consecutive days, occurring within 18 months of the Closing at a purchase price equal to the fair value of the LTAS stock at the time of such triggering event.

The WSGI common stock issued as purchase price pursuant to the Agreement issued as restricted securities under an exemption provided by Section 4(2) of the Securities Act of 1933, as amended. 

On December 31, 2013, the WSGI entered into a First Amendment to the Agreement (the “First Amendment”) by and among the WSGI, Lighter Than Air Systems Corp. (“LTAS”), Felicia Hess (the “Shareholder”) and Kevin Hess (“KHess”), which amended and restated various terms and conditions of the Agreement and revised the purchase price from 25 million shares plus $250,000 cash payment to 45 million shares and no cash payment due the selling shareholder and deleted the earn-out payment provisions in their entirety.
 
 
5

 

The following table summarizes the original allocation of the LTAS acquisition purchase price, which has been accounted at the fair values of the assets acquired and liabilities assumed under the acquisition method of accounting adjusted pursuant to the First Amendment to the Agreement:
 
   
Original
Allocation
   
Allocation
Adjustments
   
Amended
Allocation
 
Current assets
  $ 703,220     $ 7,195     $ 710,415  
Property and equipment
    1,357       2,556       3,913  
Goodwill
    479,585       328,239       807,824  
Due to selling shareholder
    0       (350,000 )     (350,000 )
Current liabilities assumed
    (261,662 )     12,010       (249,652 )
 Total Purchase Price   $ 922,500     $ 0     $ 922,500  
 
In connection with the acquisition, the assets and liabilities of LTAS were recorded at their respective fair values adjustments including goodwill of $807,824 have been pushed down to separate financial statements of the Company and new basis of accounting is established base on the purchase transaction.
                                                            
REVENUE RECOGNITION

The Company recognizes revenue when all of the following criteria are met: 1) delivery has occurred and title has transferred or services have been rendered; 2) our price to the buyer is fixed or determinable; and 3) collectability is reasonably assured. Deferred revenues primarily result from advance deposits from customers for jobs or work orders not yet completed. Upon shipment of the completed job or work order, the Company will recognize revenue.

ACCOUNTS RECEIVABLE

Accounts receivable are stated at amounts due from customers net of an allowance for doubtful accounts. Management reviews the accounts receivable for potential uncollectible accounts and provides an allowance for bad debts when considered necessary. Accounts receivable are written off when management determines that they become uncollectible. No allowance was considered necessary at December 31, 2013 or 2012.

INVENTORIES

Inventories are stated at the lower of costs, determined on a first-in, first-out basis, or market, which represents management’s best estimate of market value.
 
INCOME TAXES

Prior to the acquisition of the Company by World Surveillance Group Inc on March 28, 2013, the Company accounted for income taxes as an S corporation. As an S Corporation, the Company does not pay any income tax. Instead the taxation of income earned by, and the allocation of losses incurred by the Company, are passed through to its shareholders, who report the income and deductions on their own individual income tax returns.

Subsequent to the acquisition of the Company by World Surveillance Group Inc, the Company changed its tax status to a C corporation, after which its taxable income or loss were reflected in World Surveillance Group Inc ‘s consolidated tax returns.

PROPERTY AND EQUIPMENT

Property and equipment are carried at historical cost less accumulated depreciation.  Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized.  Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service.  When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations.  Repairs and maintenance are expensed as incurred.
 
 
6

 
 
The estimated useful lives of property and equipment are generally as follows:

·
Machinery and equipment
3 – 10 years
·
Office furniture and fixtures
3 – 10 years
·
Computer hardware and software 
3 – 5 years
·
Transportation vehicles
3 – 5 years

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
NOTE 2.  RELATED PARTY TRANSACTIONS
 
The accounts payable due to related party at December 31, 2013 and 2012, includes allocated rent charges, aerostat envelopes, and labor charges due Aerial Products Corp (“APC”) of $50,691 and 116,371, respectively. APC is a related party, controlled by a current employee of the Company. APC shares the manufacturing facilities with LTAS and provides aerostat envelopes and manufacturing labor to LTAS. Total charges from APC to LTAS during the period ended December 31, 2013 were $28,589

The Company made payments of $16,055 in 2012 to Aerial Products Corp. (“APC”), an affiliated company, owned and controlled by a current employee of the Company.
 
At the end of 2012, the Company received an advance deposit of $50,000 from Global Telesat Corp (“GTC”), a wholly-owned subsidiary of World Surveillance Group for the purchase of two aerostat systems
 
 
7

 
 
NOTE 3.  DUE TO PARENT
 
The due to parent liability at December 31, 2013 of $206,874 consists of $96,874 in accrued salary to Felicia Hess which was converted to options in World Surveillance Group, Inc. (WSGI) and $110,000 related to a re-allocation of a portion of the original purchase price paid to Felicia Hess.

NOTE 4.  INVENTORIES

Inventories consisted of the following:
   
December 31,
2013
   
December 31,
2012
 
Raw materials
 
$
12,775
   
$
5,000
 
Work in progress
   
51,000
     
10,326
 
Finished goods
   
11,536
     
 0
 
     
75,311
     
15,326
 
 
NOTE 5.  PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:
 
   
December 31,
2013
   
December 31,
2012
 
Machinery and equipment
 
$
1,100
   
$
1,100
 
Office furniture and fixtures
   
5,461
     
 5,461
 
     
6,561
     
6,561
 
Less: accumulated depreciation
   
(4,563
   
(2,648)
   
$
1,998
   
$
3,913
 


NOTE 6.  ACCRUED LIABILITIES

Accrued liabilities consisted of the following:
 
   
December 31,
2013
   
December 31,
2012
 
Payroll liabilities
 
$
      17,926
   
$
     31,330
 
ACCRUED LIABILITIES
 
$
17,926
   
$
31,330
 


NOTE 7.  PREPAID EXPENSES

Prepaid expenses consisted of the following:
 
   
December 31,
2013
   
December 31,
2012
 
Prepaid insurance
 
$
      1,186
   
$
     3,477
 
Prepaid deposit on inventory purchases
   
0
     
31,500
 
PREPAID EXPENSES
 
$
1,186
   
$
34,977
 


 
8

 

NOTE 8. COMMITMENTS
 
Lease Commitments

APC, a related party,  currently leases the shared office and manufacturing facility under a 3-year lease agreement, which can be cancelled without penalty after the thirteenth month of the lease term. During 2013 and 2012, APC allocated $22,470 and $19,260, respectively, in rent expense to LTAS based upon estimated square footage occupied. The Company has no other long-term contracts or commitments.
 
NOTE 9. LITIGATION AND CONTINGENCIES

In the ordinary conduct of business, the Company may be subject to periodic lawsuits, investigations and litigation claims, which the Company will accrue for where appropriate and can be reasonably estimated. The Company cannot predict with certainty the ultimate resolution of such lawsuits, investigations and claims asserted against it.  

NOTE 10. SUBSEQUENT EVENTS

The Company has evaluated its subsequent events through August 12, 2014, the date the financial statements were available to be issued.  
 
 
9