CUÁNDO ES PROPICIO USAR LAS OPCIONES REALES?

Particulars Amount

(Rs. in Million) Cash Flows from Operating Activities

Net Income 21.34

Adjustments to reconcile Net Income to Net Cash used in Operating Activities:

Depreciation 2.93

Changes in operating assets and liabilities:

Accounts Receivable (9.83)

Other current assets (3.13)

Accounts Payable and accrued liabilities (2.55)

Accrued payroll & related costs 1.62

Net cash used in operating activities 10.38

Cash Flows from Investing Activities

Purchase of property and equipment (9.26)

Net cash used in investing activities (9.26)

Cash Flows from Financing Activities

Advances under lines of credit 10.39

Intercompany Advances 10.55

Changes in share capital (35.36)

Translation adjustment 0.53

Net cash provided by financing activities (13.89)

Net cash increase for period (12.77)

Cash at beginning of period 12.78

COMPLEX PROPERTY ADVISORS CORPORATION

Notes to standalone summarised restated financial statements for the three months period ended March 31, 2005 and year ended March 31, 2006.

1. The Company Nature of Business

Complex Property Advisors Corporation, (the “Company,” “We,” “Us,” or “Our”), incorporated in 1996 in Texas, specializes in providing property tax services, cost segregation services, real and personal property appraisals, and market studies specifically to the “Complex Property” industry. Our headquarters is located in Southlake, Texas.

2. Basis of Presentation

Effective January 1, 2005, we were acquired by CPAC Holdings, LLC, in a stock purchase transaction whereby CPAC Holdings acquired all our outstanding shares of common stock for Rs. 172.81 million.

In accordance with Staff Accounting Bulletin (“SAB”) No. 54 which provides that purchase transactions that result in an entity becoming substantially owned establishes a new basis of accounting for the purchased assets and liabilities. Therefore, Holding’s cost of acquiring us was “pushed down” to establish a new accounting basis in our separate financial statements. Accordingly, our assets and liabilities are reflected at their estimated fair values and the excess of the fixed purchase price over the net value of our assets as of December 31, 2004 was recorded as goodwill. We have concluded that we had no separately identifiable intangible assets required to be recorded. The acquisition resulted in goodwill of Rs. 158.66 million. Pursuant to an agreement and a plan of merger dated as of January 1, 2006, which became effective upon the filing of the certificate of merger with the Secretary of State for the State of Nevada, the above holding company merged with HOF 3, LLC under Chapter 92A of the Nevada Revised Statutes. Simultaneously, as a result of this merger HOF 3, LLC became holder of 100% equity interest in CPAC.

As of January 1, 2006, HOV Services, LLC subsequently acquired CPAC by written consent of the sole manager of HOF 3 LLC and action by written consent of the sole manager of CPAC Holdings, LLC.

HOV Services, LLC issued 950,752 Class B Units redeemable for USD1.7 per unit as purchase consideration for CPAC. In accordance with US GAAP accounting rules for business combinations of entities under common control predecessor cost for business combinations continues. As such our goodwill in the amount of Rs. 158.66 million remains.

In accordance with Statement of Financial Accounting Standard (“SFAS”) No. 142, this goodwill is deemed to have an indefinite life. We will not be required to amortize this amount but it is subject to annual impairment tests. There was no impairment at March 31, 2006.

Note: The figures above except goodwill figure have been translated at the prevailing rate as of March 31, 2006.

3. Summary of Significant Accounting Policies 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Accounts Receivable

In the normal course of business, we extend unsecured credit to our customers. Typically credit terms require payment within 30 to 45 days from the date of invoice. We evaluate and monitor the creditworthiness of each customer on a case- to-case basis.

Property and Equipment

Property and equipment is stated at cost. The cost of property and equipment is charged against income over its estimated useful lives using the straight-line method of depreciation. Repairs and maintenance expenditures are charged

expenditure is determined to be in excess of one year. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation or amortization, are removed from the accounts and any resulting gain or loss is included in earnings.

Property and equipment are reviewed for impairment whenever events or circumstances indicate that the asset’s undiscounted expected cash flows are not sufficient to recover its carrying amount. We measure impairment loss by comparing the fair market value, calculated as the present value of expected future cash flows, to its net book value. Impairment losses, if any, are recorded currently.

Depreciation and amortization for financial statement purposes is computed on a straight-line basis. The estimated useful lives of property and equipment by major classifications are as follows:

Computers and office equipment 5 years

Furniture and fixtures 7 years

Leasehold improvements 7 years

Software 3 years

Goodwill

The goodwill of Rs. 158.66 million recognized in our financial statements in connection with CPAC Holdings’ acquisition of all our outstanding shares as of January 1, 2005, is deemed to have an indefinite life. We are not required to amortize this amount but it is subject to an annual impairment test.

Revenue Recognition

Revenue for property tax services, cost segregation services, real and personal property appraisals, market studies and reimbursable expenses incurred on consulting services charged to clients is recognized when services are rendered. Income Taxes

Income taxes are accounted for using the asset and liability method as required by Statement of Financial Accounting Standards (“SFAS”) 109, “Accounting for Income Taxes.” Deferred income taxes are provided for temporary differences between book and tax income, arising primarily from asset valuation accounts, reserves and the use of differing methods of depreciation.

4. Employee Retirement Plan

We maintain a defined contribution retirement plan qualified under Section 401(k) of the Internal Revenue Code. The plan is available to substantially all full-time employees of the Company. Employer contributes towards 401K plan at the rate 3% of employees’ gross salary.

5. Income Taxes

The Companies income is included in the consolidated income tax returns filed by its parent Company. However, an estimated tax provision, on a stand-alone basis is made at the Company level. The tax payable is included in the amounts due to the parent Company.

6. Short Term Loan

At March 31, 2005 Company had balance of short-term loan of Rs. 6.56 million, which was fully paid in Sept 05. In Dec. 2005, the Company has obtained a one-year revolving line of credit of Rs. 22.31 million secured by existing and future property including receivables, equipment, software etc. The interest is at 1% above the prime rate. Bay Area Credit Service, LLC, one of our group companies is a guarantor for this line of credit.

7. Leases and Other Commitments

We lease office facilities in Southlake, Texas, USA under operating lease expiring through July 2015.

The minimum future annual rental payments under non-cancellable operating leases having remaining terms are as follows:

Sr. No. At year ending (Rs. in Million)

8. Related Party Balance Dues

(Rs. in Million)

Sr. No. Name of related Nature of Balance as Balance as

party transaction on March on March

31,2005 31, 2006

1. HOV Services Ltd. Services/Purchase of Fixed Assets - 9.14 (Cr)

2. Meridian Consulting Services 0.50 (Cr) 1.21 (Cr)

Group, LLC.

3. HOV GPM, LLC* Advances given/received 0.55 (Cr) 1.80 (Dr)

4. HOV Services LLC Tax - 2.18 (Cr)

5. DBI Advances given/received - 0.14 (Cr)

6. BACS Advances given/received - 0.03 (Cr)

7. HOV Re Advances given/received - 0.19 (Cr)

* During the year “Due from affiliates” of Rs. 19.85 million has been adjusted against equity. 9. Confirmations

Balances in accounts receivable and payable are subject to confirmation and reconciliation, if any. We do not believe that any such confirmation or reconciliation would result in any significant adjustment to these balances.

10. Accounts receivable

Management believes that all balances shown in the accounts receivable are collectable despite their age. Accounts receivable includes direct invoices raised to customers. Revenue accrued during the period has been shown under the head Other Assets.

11. Unbilled Revenue

Revenue recognized over and above the billing on a customer is classified as unbilled revenue. Other current assets include unbilled revenue of Rs. 3.59 million as on March 31, 2006.

12.1 Translation

a. The current assets and liabilities figures have been translated at the rates prevailing at the respective close of the periods.

b. The fixed assets including goodwill have been translated at the period end rates prevailing in the period of purchase of such fixed assets and shareholders equity has been translated at the period end rates prevailing in the period of contribution.

c. The income statement figures have been translated at the average rates prevailing during the respective financial periods.

12.2 Translation Reserve

The exchange difference arising on translation/conversion from US $ to INR have been credited/debited to translation reserve. This translation reserve has been shown as part of equity.

13. Previous Year/Period’s figures regrouping