UNIVERSAL PROPERTY DEVELOPMENT ACQUISITION CORP. AND SUBSIDIARIES Consolidated Statements of OperationsFor the years ended December 31, 2006 and 2005
| | For the Year Ended | | For the Year Ended | | | | December 31, 2006 | | December 31, 2005 | | | | | | | | | | Natural gas sales | | $ | 114,683 | | $ | 28,965 | | Oil sales | | | 466,596 | | | - | | Total revenue | | | 581,279 | | | 28,965 | | | | | | | | | | Costs and operating expenses: | | | | | | | | Lease operating expenses | | | 739,740 | | | 3,794 | | Depletion expense | | | 77,787 | | | 13,311 | | | | | 817,527 | | | 17,105 | | Loss on impairment of oil and gas properties | | | 875,698 | | | - | | | | | 1,693,225 | | | 17,105 | | | | | | | | | | Consulting fees and services, including $1,630,570 and $8,122,973 for the years ended December 31, 2006 and 2005 incurred via issuance of common shares | | | 2,538,668 | | | 8,192,344 | | Payroll and related benefits | | | 561,634 | | | | | General and administrative | | | 980,901 | | | 355,547 | | Depreciation expense | | | 55,005 | | | 104 | | Total costs amd operating expenses | | | 5,829,433 | | | 8,565,100 | | | | | | | | | | Operating loss | | | (5,248,154 | ) | | (8,536,135 | ) | | | | | | | | | Other income (expenses): | | | | | | | | Gain on write off of loans and other liabilities no longer due and payable | | | 55,086 | | | 6,801 | | Interest expense | | | (8,327 | ) | | (16,661 | ) | Interest income | | | 5,831 | | | - | | Loss on sale of oil lease to American Flourite | | | (51,123 | ) | | - | | Loss on impairment of investment acquisition costs | | | - | | | (21,355 | ) | Loss on termination of Sundial joint venture | | | (658,007 | ) | | - | | Gain on sale of oil leases to Avalon Oil and Gas, Inc. net of of realized loss in value of proceeds of Avalon Oil and Gas, Inc. common stock received of $787,500 | | | 28,000 | | | - | | Loan conversion costs | | | - | | | (528,934 | ) | One-time financial fee earned in company abandoned arrangement to provide long-term construction development financing | | | - | | | 65,000 | | Total other income (expenses) | | | (628,540 | ) | | (495,149 | ) | | | | | | | | | Loss before provision for income taxes | | | (5,876,694 | ) | | (9,031,284 | ) | Provision for income taxes (current) | | | 800 | | | 800 | | Net loss before minority interest | | | (5,877,494 | ) | | (9,032,084 | ) | Add, 35% minority interest in net (loss) income of Canyon Creek Oil & Gas, Inc. subsidiary | | | (406,476 | ) | | 2,360 | | Add, 25% minority interest in net (loss) of Texas Energy Inc. subsidiary through 9/30/06 | | | (10,262 | ) | | - | | Add, 30% minority interest in net (loss) of West Oil & Gas, Inc. subsidiary | | | (10,370 | ) | | - | | Add, 20% minority interest in net (loss) of Ambient Wells Services | | | (171 | ) | | - | | Minority Interest | | | (427,279 | ) | | 2,360 | | | | | | | | | | Net loss after minority interest | | $ | (5,450,215 | ) | $ | (9,034,444 | ) | | | | | | | | | Preferred stock dividend resulting from beneficial feature associated with Series A beneficial feature being convertible to common stock | | | - | | | (1,000,000 | ) | Preferred stock dividend resulting from change in conversion feature on unlettered stock | | | (24,338,053 | ) | | (162,830,529 | ) | | | | | | | | | Net loss available to common shareholders | | $ | (29,788,268 | ) | $ | (172,864,973 | ) | | | | | | | | | Basic and diluted net loss per weighted-average shares common stock outstanding | | $ | (0.03 | ) | $ | (1.55 | ) | | | | | | | | | Diluted loss attributable to common stockholders per weighted average shares outstanding | | $ | (0.17 | ) | $ | (16.46 | ) | | | | | | | | | Weighted-average number of shares of common stock outstanding | | | 174,903,158 | | | 10,504,859 | | See registered independent auditor report and notes to the financial statements. F-3
UNIVERSAL PROPERTY DEVELOPMENT ACQUISITION CORP. AND SUBSIDIARIESConsolidated Statements of Changes in Shareholders' Equity (Deficit) For the Years Ended December 31, 2006 and 2005
| | (shares) | | (shares) | | | | | | | | | | Stock | | | | | | Common | | Preferred | | Common | | Preferred | | | | Accumulated | | Subscription | | | | | | Stock | | Stock | | Stock | | Stock | | APIC | | Deficit | | Receivable | | Total | | Balance December 31, 2004 | | | 398,454 | | | 237,197 | | $ | 398 | | $ | 237 | | $ | 16,505,575 | | $ | (16,842,647 | ) | $ | (330,000 | ) | $ | (666,437 | ) | Unlettered Convertible Preferred shares with induced conversion feature converted into common shares, as restated | | | 25,855,000 | | | (91 | ) | | 25,855 | | | - | | | (25,855 | ) | | | | | | | | - | | Class B convertible preferred stock to be issued for cash received by Company | | | | | | 1,473 | | | | | | 1,473,000 | | | | | | | | | | | | 1,473,000 | | Common stock issued for cash | | | 133,333 | | | | | | 133 | | | | | | 199,867 | | | | | | | | | 200,000 | | Change in conversion feature associated with certain unlettered preferred stock | | | | | | | | | | | | | | | 162,830,529 | | | (162,830,529 | ) | | | | | - | | Common stock issued for services | | | 5,136,750 | | | | | | 5,137 | | | | | | 7,636,723 | | | | | | | | | 7,641,860 | | Common shares issued for investment in oil and gas exploration and development joint venture | | | 100,000 | | | | | | 100 | | | | | | 54,900 | | | | | | | | | 55,000 | | Common shares issued for consulting services in connection with oil and gas exploration and development joint venture | | | 500,000 | | | | | | 500 | | | | | | 264,500 | | | | | | | | | 265,000 | | Common stock issued in settlement of liabilities | | | 1,062,939 | | | | | | 1,063 | | | | | | 875,280 | | | | | | | | | 876,343 | | Cancellation of common shares returned on unwinding of prior real estate acquisition transaction | | | (222,220 | ) | | | | | (222 | ) | | | | | (329,778 | ) | | | | | 330,000 | | | - | | Class A convertible preferred stock issued in exchange for investment in preferred series B restricted stock | | | | | | 100,000 | | | | | | 1,000,000 | | | | | | | | | | | | 1,000,000 | | Preferred stock dividend resulting from beneficial feature associated with Series A being convertible to common stock | | | | | | | | | | | | | | | 1,000,000 | | | (1,000,000 | ) | | | | | - | | Net Loss | | | | | | | | | | | | | | | | | | (9,034,444 | ) | | | | | (9,034,444 | ) | Balance December 31, 2005 | | | 32,964,256 | | | 338,579 | | $ | 32,964 | | $ | 2,473,237 | | $ | 189,011,741 | | $ | (189,707,620 | ) | $ | - | | $ | 1,810,322 | | Preferred shares converted to common | | | 321,014,002 | | | (894 | ) | | 321,014 | | | - | | | (321,014 | ) | | - | | | - | | | - | | Preferred shares sold for cash | | | - | | | 4,740 | | | - | | | 4,740,000 | | | - | | | - | | | - | | | 4,740,000 | | Common stock issued for services | | | 13,784,850 | | | - | | | 13,785 | | | - | | | 1,616,785 | | | - | | | - | | | 1,630,570 | | Common stock issued to retire debt | | | 500,000 | | | - | | | 500 | | | - | | | 94,500 | | | - | | | - | | | 95,000 | | Change in conversion feature associated with certain unlettered preferred stock | | | | | | | | | | | | | | | 24,338,053 | | | (24,338,053 | ) | | | | | - | | Net Loss | | | | | | | | | | | | | | | | | | (5,450,215 | ) | | | | | (5,450,215 | ) | Balance at December 31, 2006 | | | 368,263,108 | | | 342,425 | | $ | 368,263 | | $ | 7,213,237 | | $ | 214,740,065 | | $ | (219,495,888 | ) | $ | - | | $ | 2,825,677 | | See registered independent auditor report and notes to the financial statements. F-4
UNIVERSAL PROPERTY DEVELOPMENT ACQUISITION CORP. AND SUBSIDIARIES Consolidated Statements of Cash FlowsFor the Years Ended December 31, 2006 and 2005
| | For the Year | | For the Year | | | | Ended 12/31/06 | | Ended 12/31/05 | | CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | Net loss | | $ | (5,450,215 | ) | $ | (9,034,444 | ) | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | Minority interest (gain) loss | | | (427,279 | ) | | 2,360 | | Loss on impairment of oil and gas properties | | | 875,698 | | | | | Loss on termination of Sundial joint venture | | | 658,007 | | | | | Loss on impairment of investment acquisition costs | | | - | | | 21,355 | | Accrued interest receivable on unsecured bridge loan receivable | | | - | | | 4,735 | | Depreciation and depletion expense | | | 132,793 | | | 13,415 | | Consulting fee and services incurred through issuance of company equity shares or options to acquire such shares | | | 1,630,570 | | | 8,122,973 | | Debt conversion costs | | | 95,000 | | | 528,934 | | Gain on write off of loans and other liabilities no longer due and payable | | | (55,086 | ) | | (6,801 | ) | Gain on sale of oil leases to Avalon Oil and Gas, Inc. | | | (28,000 | ) | | | | Loss on sale of oil lease to American Flourite | | | 51,123 | | | | | Payment of breakup fee to Sundial on termination of joint venture | | | (200,000 | ) | | | | Changes in operating assets and liabilites: | | | | | | | | Increase in accounts receivable | | | (149,215 | ) | | (13,137 | ) | Increase in accounts receivable from joint interest billings | | | (100,308 | ) | | | | Increase in inventory | | | (246,789 | ) | | - | | Increase in prepaid expenses | | | (93,848 | ) | | - | | Increase in security deposits | | | (24,414 | ) | | (672 | ) | Increase (decrease) in accounts payable & accrued expenses | | | 810,515 | | | (149,242 | ) | Increase (decrease) in income taxes payable | | | 800 | | | (4,544 | ) | Increase in due to USPX | | | 4,013 | | | 2,041 | | Increase in due to royalty holders | | | 27,118 | | | - | | Increase in other current liabilities | | | 32,931 | | | - | | NET CASH USED IN OPERATING ACTIVITIES | | | (2,456,586 | ) | | (513,027 | ) | | | | | | | | | CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | Proceeds from substitution of cash for marketable securities of Siteworks Building & Development, Inc. | | | 1,000,000 | | | - | | Proceeds from sale of overriding royalty interests of oil and gas leases | | | 1,000,000 | | | | | Proceeds from sale of oil leases to Avalon Oil and Gas, Inc. | | | 75,000 | | | | | Proceeds from sale of oil leases to American Flourite | | | 25,000 | | | | | Increase in restricted cash | | | (255,831 | ) | | - | | Payment of capitalized oil and gas properties work-over costs | | | (3,822,189 | ) | | (964,890 | ) | Payments for assignment of rights to oil and gas leases to the Company | | | - | | | (128,000 | ) | Purchases of oil field equipment and other equipment | | | (2,092,651 | ) | | (2,495 | ) | Deposits towards pending oil oriented acquisitions | | | (150,000 | ) | | | | NET CASH USED IN INVESTING ACTIVITIES | | | (4,220,671 | ) | | (1,095,385 | ) | | | | | | | | | CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | Net increase in notes payable | | | 816,761 | | | 64,696 | | Proceeds from sale of common stock | | | - | | | 200,000 | | Proceeds from sale of Class B convertible preferred stock | | | 4,740,000 | | | 1,473,000 | | Deposit received for sale of minority equity interests in subsidiaries | | | 1,000,000 | | | | | NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 6,556,761 | | | 1,737,696 | | | | | | | | | | NET (DECREASE) INCREASE IN CASH | | | (120,496 | ) | | 129,284 | | Cash, beginning of period | | | 132,935 | | | 3,651 | | | | | | | | | | Cash, END OF PERIOD | | | 12,439 | | | 132,935 | | | | | | | | | | Supplementary disclosures of cash flow information | | | | | | | | Cash paid during the period for: | | | | | | | | Income taxes | | $ | - | | $ | 5,344 | | | | | | | | | | Interest expense | | | 1,234 | | | 14,000 | | | | | | | | | | Non-cash financing activity: | | | | | | | | Fair market value of 100,000 shares of common stock issued in connection with investment in oil & gas exploration and development joint venture | | $ | - | | $ | 55,000 | | |