U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): December 31, 2006
CITY CAPITAL CORPORATION
(Exact Name of Company as Specified in Its Charter)
Nevada 33-5902 22-2774460
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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2000 Mallory Lane, Suite 130-301, Franklin, Tennessee 37067
(Address of Principal Executive Offices) (Zip Code)
Company's telephone number, including area code: (877) 367-1463
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-
2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-
4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Financial Statements.
Audited financials of St. Clair Superior Apartment, Inc.,
acquired by the Company on October 1, 2007, for the year ended
December 31, 2006, and interim financial statements for the interim
periods ended September 30, 2007 and comparable periods of the
preceding fiscal year in accordance with Regulation 8-04 of
Regulation S-X. In addition, pro forma financial information as
required by Regulation 8-05 of Regulation S-X is also attached.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
City Capital Corporation
Dated: January 8, 2009 By: /s/ Ephren W. Taylor II
Ephren W. Taylor II,
Chief Executive Officer
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Koester, DiSalvo and Fried
Certified Public Accountants
5587 Turney Road
Garfield Heights, Ohio 44125
(216) 475-7844
Processed November 28, 2008
Based on information available as of October 1, 2007
Board of Directors
St. Clair Superior Apartment, L. P.
Cleveland, Ohio
Independent Auditors' Report
We have audited the accompanying balance sheets of St. Clair Superior
Apartment, L.P. as of December 31, 2006 and 2005, and the related
statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility
of St. Clair Superior Apartment, L. P.'s management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
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 of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the basic 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of St. Clair
Superior Apartment, L. P. as of December 31, 2006 and 2005, and the
results of its activities and changes in its partners' capital and
its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
/s/ Koester, DiSalvo and Fried
ST. CLAIR SUPERIOR APARTMENT, L.P.
BALANCE SHEET
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Dec. 31, 2006 Dec. 31, 2005
ASSETS
Current Assets
Cash and cash equivalents $ 16,141 $ 15,483
Grants and accounts receivable 9,471 5,278
Receivable - St. Clair Superior
Development Corporation 0 14,010
Prepaid expense 0 3,969
___________ ___________
Total Current Assets 25,612 38,740
Property and Equipment
Building and improvements 1,118,157 1,118,157
Less: accumulated depreciation (590,997) (560,097)
Net Property and Equipment 527,160 558,060
___________ ___________
Total Assets $ 552,772 $ 596,800
___________ ___________
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LIABILITIES AND PARTNERS' CAPITAL
Current Liabilities
Accounts payable $ 11,600 $ 26,850
Current portion long-term debt 23,006 10,446
Security deposits 14,242 12,462
Payable-St. Clair Superior
Development Corporation 115,813 90,000
Payable-St. Clair Superior Development
Corporation/local initiatives
Support organization 0 16,227
Accrued interest 0 2,482
Accrued property tax 17,800 17,796
___________ ___________
Total Current Liabilities 182,461 176,263
Long-Term Liabilities
Cleveland Foundation 0 100,000
Note payable- Key Bank 46,684 53,901
Note payable- City of Cleveland 58,290 58,290
Note payable- City of Cleveland 164,900 164,900
Less: long-term portion (23,006) (10,446)
___________ ___________
Total Long-Term Liabilities 246,868 366,645
Total Liabilities 429,329 542,908
Partners' Capital
Partners' capital 123,443 53,892
___________ ___________
Total Partners' Capital 123,443 53,892
Total liabilities and partners' capital $552,772 $596,800
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The accompanying notes are an integral part of these financial
statements
ST. CLAIR SUPERIOR APARTMENT, L.P.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED
Dec. 31, 2006 Dec. 31, 2005
Revenue
Rental income $ 145,583 $ 156,529
Cancellation of debt 116,762 0
Interest income 0 238
Miscellaneous income 19,562 0
_________ ___________
Total Revenue 281,907 156,767
Operating Expenses
Advertising 229 550
Bad debts 21,051 2,665
Bank charges 20 189
Commissions 0 3,320
Depreciation 30,900 30,900
Insurance 25,641 20,223
Interest expense 5,206 5,311
Licenses and fees 0 1,147
Maintenance and repairs 35,859 32,957
Management fees 24,417 17,568
Miscellaneous 466 747
Payroll 13,973 14,043
Postage 82 174
Professional fees 2,149 2,494
Rent-equipment 0 76
Supplies 2,071 1,450
Security service 0 180
Taxes-payroll 1,077 1,415
Property tax 17,803 18,193
Trash removal 1,996 4,175
Telephone 2,859 1,758
Travel 194 449
Utilities 26,363 20,695
_________ ___________
Total Operating Expenses 212,356 180,679
_________ ___________
Operating Income (Loss) 69,551 (23,912)
Income Before Income Taxes 69,551 (23,912)
Income Taxes (See Note 2 E) 0 0
_________ ___________
Net Income (Loss) $ 69,551 $ (23,912)
_________ ___________
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The accompanying notes are an integral part of these financial
statements
ST. CLAIR SUPERIOR APARTMENT, L.P.
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED
Dec. 31, 2006 Dec. 31, 2005
Beginning Capital $ 53,892 $ 77,803
Current Income (Loss) 69,551 (23,912)
Ending Capital $ 123,443 $ 53,892
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The accompanying notes are an integral part of these financial
statements
ST. CLAIR SUPERIOR APARTMENT, L.P.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
Dec. 31, 2006 Dec. 31, 2005
Cash Flows From Operating Activities
Change in Net Assets $ 69,551 $ (23,912)
Adjustments to reconcile net change to net
Cash provided by operating activities:
Depreciation and amortization 30,900 30,900
Decrease (Increase) in Operating Assets:
Accounts receivable (4,193) (16,518)
Prepaids 3,969 0
Increase (Decrease) in Operating
Liabilities:
Accounts payable (15,250) 18,555
Security deposits 1,780 (5,245)
Accrued liabilities (2,478) 4,422
__________ __________
Total adjustments 14,728 32,114
__________ __________
Net Cash Provided By Operating
Activities 84,279 8,202
Cash Flows From Investing Activities
Related party advances 40,358 533
__________ __________
Net Cash Provided By Investing
Activities 40,358 533
Cash Flows Provided By Financing
Activities
Notes payable proceeds (repayment) (7,217) (10,076)
Cancellation of debt (116,762) 0
__________ __________
Net Cash Used In Financing Activities (123,979) (10,076)
__________ __________
Net Increase (Decrease) in Cash and
Cash Equivalents 658 (1,341)
Cash and Cash Equivalents at
Beginning of Period 15,483 16,824
__________ __________
Cash and Cash Equivalents at
End of Period $ 16,141 $ 15,483
__________ __________
Supplemental Disclosure of Cash Flows Information:
Interest paid $ 2,724 $ 5,428
__________ __________
Income taxes paid $ -- $ --
__________ __________
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The accompanying notes are an integral part of these financial
statements
ST. CLAIR SUPERIOR APARTMENT, L. P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006 AND 2005
NOTE 1 - DESCRIPTION OF ORGANIZATION
A. Until October 1, 2007, St. Clair Superior Apartment, L.P was a
subsidiary of the St. Clair Superior Development Corporation
("SCSDC}, a community based non-profit development organization
which engages residents, businesses and stakeholders to build
thriving neighborhoods of choice through strategic knowledge
sharing, real estate development and investment, community
building and environmental leadership in Cleveland's diverse
near northeast side. On October 1, 2007, SCSDC's interest in St.
Clair Superior Apartment, L. P. was sold. The information in
these financial statements does not reflect any transactions or
events that may have occurred subsequent to October 1, 2007.
St. Clair Superior Apartment, L.P. operates an apartment complex
that rents to low-income artists, as part of the mission of the
St. Clair Superior Development Corporation.
B. St. Clair Superior Apartment, L.P. is a for-profit limited
partnership. Until October 1, 2007 its general partner (and
.01%) owner) was St. Clair Superior Apartment, Inc. Its limited
partner (and 99.99% owner) was SCSDC. At that date both entities
sold their partnership interests.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. General Methods. The accompanying financial statements have
been prepared as prescribed in the American Institute of
Certified Public Accountants' Guide for Not-For-Profit Organizations.
B. Accrual Basis. St. Clair Superior Apartment, L.P. records
transactions on an accrual basis. Revenue is recognized when
earned, and expenses are recognized when incurred.
C. Depreciation. Property and equipment are depreciated using the
straight-line method over estimated useful lives. (See Note 5 -
Property and Equipment.)
D. Use of Estimates. The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the
date of financial statements and the amount of revenue and
expenses during the reporting period. Actual results could
differ from those estimates.
E. St. Clair Superior Apartment, L.P. is organized as a limited
partnership, therefore income is reported and taxed (if
applicable) at the individual partner level.
NOTE 3 - CASH AND CASH EQUIVALENTS
St. Clair Superior Apartment, L.P. considers all highly liquid
investments with a maturity of three months or less when purchased to
be cash equivalents.
NOTE 4 - ACCOUNTS RECEIVABLE
The receivables related to the tenants are shown net of an allowance
of $11,725 and $5,435 for 2006 and 2005 respectively. The allowance
was calculated based on management's estimate of actual uncollected rents.
NOTE 5 - PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, if purchased or at the
fair market value on the date of donation, if donated. Depreciation
and amortization are computed using the straight-line method over the
estimated useful lives of assets as follows:
Category Estimated Useful Life
Furniture and fixtures 7 Years
Office equipment 5 Years
Building and improvements 15 Years
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Costs of maintenance and repairs are charged to expense. Costs of
renewals and betterments, where significant in amount, are
capitalized.
NOTE 6 - NOTES PAYABLE
A. In 1988, the Cleveland Foundation loaned a former subsidiary of
SCSDC $100,000 for the rehabilitation of the Hodge School.
This loan was then transferred to the St. Clair Superior
Apartment, L.P. as part of an attempted tax credit project. The
loan is non-amortizing and requires interest only payments.
Interest is calculated at 3%. The balance as of December 31,
2006 and 2005 was $0 and $100,000, respectively. During fiscal
year ended December 31, 2006, The Cleveland Foundation agreed to
forgive this loan.
B. In 1989, Key Bank loaned a former subsidiary of SCSDC $245,300.
This loan was subsequently transferred to the St. Clair Superior
Apartment, L.P. as part of the attempted tax credit project
(which was to rehabilitate the Hodge School into an apartment
complex that rents to low income artists). The note is secured
by real estate. The loan required monthly interest only payments
through April 2007, monthly principal and interest payments of
$2,205 from May 2007 through April 2008, and a balloon payment
of all unpaid principal and interest due May 2008. Variable
interest was calculated at Key Bank's prime rate plus 1% per
annum, 9.25% as of December 31, 2006. The balance as of December
31, 2006 was $46,684.
C. In 1989, the City of Cleveland loaned a former subsidiary of
SCSDC $150,000. This amount was reduced to $145,000 due to
compliance with MBE and FBE contract requirements. This loan was
subsequently transferred to the St. Clair Superior Apartment,
L.P. as part of the attempted tax credit project. The loan was
secured by real estate, payable in monthly installments of $736
including interest at 2% per annum. A final balloon payment was
to be due May 2009. The balance as of December 31, 2006 and 2005
was $58,290 and $58,290, respectively.
The City of Cleveland had agreed to defer principal and interest
payments until April 1, 2007.
D. In 1989, the City of Cleveland loaned a former subsidiary of
SCSDC $170,000. This amount was reduced to $164,900 due to
compliance with MBE and FBE contract requirements. This loan
was subsequently transferred to the St. Clair Superior
Apartment, L.P. as part of the attempted tax credit project.
The loan was secured by real estate and was non-interest
bearing. The loan had a final balloon payment of $164,900 and
was due June 2009. The balance as of December 31, 2006 was $164,900.
E. Note payable- SCSCC/LISC -The Local Initiatives Support
Organization ("LISC") loaned SCSDC $175,000 as part of the
rehabilitation of the Hodge School. SCSDC subsequently loaned
the funds to the St. Clair Superior Apartment, L.P.
During fiscal year ended December 31, 2006, LISC agreed to
release SCSDC of its obligation to repay this loan. SCSDC
subsequently agreed to release St. Clair Superior Apartment, L.
P. of its obligation related to this loan. The balance as of
December 31, 2006 and 2005 was $0 and $16,227, respectively.
The required annual principal for all loans is as follows:
2007 $ 23,006
2008 39,520
2009 207,348
2010 0
Thereafter 0
Total $ 269,874
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NOTE 7 - CASH FLOWS DISCLOSURE
The amount of interest paid on all debt was $2,724 and $5,428 for
December 31, 2006 and 2005 respectively.
NOTE 8 - RELATED PARTY TRANSACTIONS
As stated in Note 6, SCSDC was involved in the continuing operation
of the Hodge School. The school, originally purchased in 1989, rents
residential space to artists. During the fiscal year ended December
2000, SCSDC decided to continue renovations as an attempted tax
credit project. This project was later abandoned in fiscal year 2002.
The following is a summary of the related party transactions:
The St. Clair Superior Apartment, Inc.- a for profit corporation, was
.01% general partner in the St. Clair Superior Apartment, L.P until
October 1, 2007.
SCSDC, a not for profit, was 99.99% limited partner in the St. Clair
Superior Apartment, L.P. until October 1, 2007.
NOTE 9 - DEBT CANCELLATION
A In 1988, the Cleveland Foundation loaned a former subsidiary of
SCSDC $100,000 for the rehabilitation of the Hodge School. This
loan was then transferred to the St. Clair Superior Apartment,
L.P. as part of an attempted tax credit project. The loan is
non- amortizing and requires interest only payments. Interest
is calculated at 3%. The balance as of December 31, 2006 was $0.
During fiscal year ended December 31, 2006, The Cleveland
Foundation agreed to forgive this loan.
B. The LISC loaned SCSDC $175,000 as part of the rehabilitation of
the Hodge School. SCSDC subsequently loaned the funds to the St.
Clair Superior Apartment, L.P.
During fiscal year ended December 31, 2006, LISC agreed to
release SCSDC of all obligations to repay this loan. The balance
as of December 31, 2006 was $0.
NOTE 10 - SUBSEQUENT EVENT
On October 1, 2007, the ownership of St Clair Superior Apartment, L.
P. changed. As noted, the information in these financial statements
reflects information available prior to the changes in ownership.
ST. CLAIR SUPERIOR APARTMENT, L. P.
PRO FORMA FINANCIAL INFORMATION
On October 1, 2007, the Company was granted St. Clair Superior Apartment,
L.P., which consists of an apartment building in Cleveland, Ohio, for no
cash consideration as the seller was unable to fund the property. The
Company assumed approximately $420,000 in accounts payable, accrued
liabilities with this transaction. We accounted for this transaction as a
business combination under Statement of Financial Accounting Standards No.
141, "Business Combinations." The following table summarizes the estimated
fair values of the assets acquired and liabilities assumed at the date of
acquisition:
Assets
Current assets $ 31,057
Building 165,000
Intangibles 76,615
Goodwill 148,146
Total Assets $ 420,818
Liabilities
Current liabilities $ (59,033)
Notes Payable (361,785)
Total Liabilities $ (420,818)
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CITY CAPITAL CORP. AND SUBSIDIARIES
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 2007
(Unaudited)
Pro Forma
ASSETS City Capital St. Clair Adjustments Pro Forma
Current Assets:
Cash $ -- $ 6,199 $ -- $ 6,199
Restricted cash - security
deposits -- 17,361 -- 17,361
Accounts receivable -- 5,048 -- 5,048
Note receivable 81,744 -- -- 81,744
Note receivable - related party 2,242,583 -- -- 2,242,583
Other assets 1,000 2,449 -- 3,449
Assets held for sale 1,703,099 -- 1,703,099
__________ __________ __________ __________
Total current assets 4,028,425 31,057 -- 4,059,482
Fixed Assets, net -- 503,985 (338,985) 165,000
Intangible assets, net -- -- 76,615 76,615
Goodwill -- -- 113,372 113,372
__________ __________ __________ __________
Total Assets $4,028,425 $ 535,042 $ (148,998) $4,414,469
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued
Expenses $ 317,034 $ 14,245 $ -- $ 331,279
Security deposits -- 12,655 -- 12,655
Accrued consulting-related party 195,694 -- -- 195,694
Payable - related party -- -- -- --
Unsecured liability 549,582 -- -- 549,582
Notes payable, net 1,516,052 359,145 -- 1,875,196
Debt derivative 91,632 -- -- 91,632
Convertible debentures, net 38,551 -- -- 38,551
Escrowed monies for discontinued
operations 150,000 -- -- 150,000
__________ __________ __________ _____________
Total current liabilities 2,858,545 386,044 -- 3,244,589
Convertible debentures, non-
current, net 110,816 -- -- 110,816
__________ _________ __________ ____________
Total Liabilities 2,969,361 386,044 -- 3,355,405
Stockholders' Deficit
Common stock 33,326 -- -- 33,326
Additional paid-in capital 5,660,037 -- -- 5,660,037
Accumulated deficit (8,492,300) 148,998 (148,998) (8,492,300)
Stock subscription payable
(receivable), net 3,858,000 -- -- 3,858,000
_________ __________ _________ __________
Total Stockholders' Deficit 1,059,064 148,998 (148,998) 1,059,064
__________ __________ _________ __________
Total Liabilities and Stockholders'
Deficit $4,028,425 $ 535,042 $(148,998) $4,414,469
__________ __________ __________ __________
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The accompanying notes are an integral part of these financial
statements
CITY CAPITAL CORP. AND SUBSIDIARIES
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007
(Unaudited)
Pro Forma
City Capital St. Clair Adjustments Pro Forma
Revenues $ 948,518 $ 125,282 $ -- $ 1,073,800
Cost of revenues 715,270 78,194 -- 793,464
__________ ___________ ___________ ____________
Gross profit 233,248 47,088 -- 280,336
Operating, general and
administrative expenses 5,311,634 97,581 -- 5,409,214
Operating loss (5,078,386) (50,493) -- (5,128,878)
Non-operating expense (income)
Interest expenses (net of
interest income) 497,478 2,909 -- 500,387
Loss on investment 481,817 -- -- 481,817
Debt forgiveness -- -- -- --
Loss on investment in subsidiary 64,170 -- -- 64,170
Gain on debt extinguishment (92,000) -- -- (92,000)
Change in fair value of debt
derivative (50,928) -- -- (50,928)
___________ __________ ___________ ____________
900,536 2,909 -- 903,445
Net loss before discontinued
operations (5,978,922) (53,402) -- (6,032,323)
Gain from discontinued operations
of ECC Vine, LLC and City Capital
Rehabilitation, LLC -- -- -- --
___________ __________ ___________ ____________
Net loss $(5,978,922) $ (53,402) $ -- $(6,032,323)
___________ ___________ __________ ___________
Basic and diluted loss per
common share before $ (0.23) $ (53,402) $ -- $ (0.23)
discontinued operation
___________ ___________ __________ ___________
Basic and diluted discontinued
Operation $ -- $ -- $ -- $ --
___________ ___________ __________ ___________
Basic and diluted loss per
common share before
discontinued operation $ (0.23) $ (53,402) $ (0.23) $ --
___________ ___________ __________ ___________
Weighted average number of
common shares used to
compute net loss per
weighted average share 25,999,071 1 -- 25,999,071
___________ ___________ __________ ___________
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The accompanying notes are an integral part of these financial
statements
CITY CAPITAL CORP. AND SUBSIDIARIES
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2006
(Unaudited)
Pro Forma
City Capital St. Clair Adjustments Pro Forma
Revenues $ -- $ 165,145 $ -- $ 165,145
Cost of revenues -- 62,272 -- 62,272
____________ __________ __________ ___________
Gross profit -- 102,873 -- 102,873
Operating, general and
administrative expenses 822,141 144,878 -- 967,019
Operating loss (822,141) (42,005) -- (864,146)
Non-operating expense (income)
Interest expenses (net of
interest income) 165,690 5,206 -- 170,896
Loss on investment -- -- -- --
Debt forgiveness (4,486) -- -- (4,486)
Loss on investment in subsidiary -- -- -- --
Gain on debt extinguishment -- (116,762) -- (116,762)
Other income (3,400) (3,400)
Change in fair value of debt
derivative (82,970) -- -- (82,970)
____________ __________ __________ ___________
74,834 (111,556) -- (36,722)
Net loss before discontinued
operations (896,975) 69,551 -- (827,424)
Gain from discontinued operations
of ECC Vine, LLC -- -- -- --
and City Capital
Rehabilitation, LLC
____________ __________ __________ ___________
Net loss $ (896,975) $ 69,551 $ -- $ (827,424)
____________ __________ __________ ___________
Basic and diluted loss per
common share before
discontinued operation $ (1.28) $ 69,551 $ (1.18) $ --
____________ __________ __________ ___________
Basic and diluted discontinued
Operation $ -- $ -- $ -- $ --
____________ __________ __________ ___________
Basic and diluted loss per
common share before
discontinued operation $ (1.28) $ 69,551 $ (1.18) $ --
____________ __________ __________ ___________
Weighted average number of
common shares used to
compute net loss per
weighted average share 701,818 1 -- 701,818
____________ __________ __________ ___________
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The accompanying notes are an integral part of these financial
statements
CITY CAPITAL CORP. AND SUBSIDIARIES
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - GENERAL
The unaudited pro forma statements of operations for the year ended
December 31, 2006 and the nine month period ended September 30, 2007
have been prepared as if the merger between City Capital Corporation,
a Nevada corporation ("Company"), and St. Clair Superior Apartment,
L.P. had occurred as of the beginning of the periods presented. The
unaudited pro forma balance sheet has been prepared to reflect the
merger on September 30, 2007.
NOTE 2 - BASIS OF PRESENTATION
These unaudited pro forma financial statements are based on estimates
and assumptions. The pro forma adjustments made in connection with the
development of the pro forma information are preliminary and have been
made solely for purposes of developing such pro forma information as
necessary to comply with the disclosure requirements of the Securities
and Exchange Commission. The unaudited pro forma financial statements
do not purport to be indicative of the financial position or results
of operations of the combined entity or indicative of future periods'
results of operations that actually would have been realized had the
entities been a single entity during these periods.
NOTE 3 - PRO FORMA LOSS PER SHARE
The pro forma basic net loss per share is based on the combined
weighted average number of shares of the Company's common stock
outstanding during the period and the number of shares of the
Company's common stock issued in the exchange. Historical basic and
diluted earnings per share are calculated using the weighted average
shares of common stock outstanding, reduced for shares subject to
repurchase by the Company. For the year ended December 31, 2006 and
the nine months ended September 30, 2007, the effects of stock
options, warrants and non-vested common stock are excluded from the
calculation of diluted net loss per share, as they would be anti-
dilutive.
NOTE 4 - PRO FORMA ADJUSTMENTS
On October 1, 2007, the Company was granted St. Clair Superior
Apartment, L.P., which consists of an apartment building in Cleveland,
Ohio, for no cash consideration as the seller was unable to fund the
property. The Company assumed approximately $420,000 in accounts
payable, accrued liabilities with this transaction. The excess of the
"purchase price" over the estimated fair value of assets and
liabilities acquired in connection with the merger was recorded as
goodwill. The purchase price allocation is based on management's
estimates of the fair value of the net tangible and intangible assets.
The book value of the tangible assets acquired and liabilities
approximate fair value.
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