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CUBELLIS BUSINESS TRUST NOTES TO CONSOLlDA TED FINANCIAL STATEMENTS . Note 1 - Organization Cubdlis Associates. Inc. (the Company) is an architectural. interior design. engineering and survev linn with oftiCl:S lucated in Bostun and Weymouth. Massachusetts: Portland. j.,'laine: . . Phibdclphia. Pennsylvania: Englt.:\\'ood and Freehold. New Jersey: Chicago. Illinois: Vielma. Virginia: amI Fort Lauderdale. Florida. The Company's principal markets are residential development. retail. corporate office buildings and interiors consisting of both nL'W and renovation work. On November 5.2001. Cubdlis Business Trust. a Massachusetts Business Trust (the Tmsl) \\as formed and the stockholders of thL' Company exchanged tlH.:ir shares for bL'nL'licial intL'rests of the Trust. As a result. the Company is now a wholly owned suhsidiary of the Trust. On February I. 2004. the Company formed a ne\v wholly o\vned subsidiary. Cubdlis Marco Associates. Inc. On that date. Marco Design Group. a Michigan corporation. merged into Cubellis Marco Associates. Inc.. thl: surviving \\holly owned subsidiary. in exchange for shares of beneficial interest of Cubellis Business Trust in the amount of $1 ()3.928 issued to the timner \Ian:u Design Group sharehulder. Tams uf the merger included an employment contract for an executive suhject to prm isions of the agn.:eml:nt. . On July I. 2005. the Company completed an asset purchase transaction with Ecoplan. P.i\. (Ecoplan). a Nev.,' Jersey corporation under which the Company acquired substantially all the assets and assumed substantially all the liabilities of Ecoplan. Total consickration paid by the Company to acquire I':coplan was $726.380. of which $18.993 and S552.722 was paid in 2006 and 2005. respectively. \"ith the remainder due in annual installments through 2009 (see Note 7). The Company also incurrl:d transactiun costs in the amount of $34.751. Terms of the asset purchasl: agreement included an employmcnt contract tor the owner and certain emploYL'es uf Ecoplan subject to provisions of the agreement. On September I. 2005. the Company timlled a new wholly o\\ned subsidiary. Cubellis/i\.IUDF Associates. Inc. On that date. i\.lann. Gin. Duhin 8.: Frazier. Ltd.. an Illinois corporation. was acquired by Cubellis/\I(iDF Associates. Inc. in exchange tor cash in the amuunt of $300.000. a nute payable in the amount of $300.000 ($100.000 outstanding as of December 31. 2006. see :\otc 7) and ] 0.965 shan:s of bendicial interL'st uf Cubellis Business Trust in the alllount of $6(JO.OOO issued to one of the limller :Ylann. (;in. Dubin 8: Frazier. Ltd, shareholders. rhL' Company also incurrl:d transaction costs in the amount of $51.139. Terms of the merger included an employmcnt cllntract tiJr the former shareholders uf Mann. (;in. Dubin 8.: FraziL'r. Ltd, subject to provisions of tho..: agreement. . On January I. 2006. the Cumpany tlmlled a new wholly owned subsidiary. Design Concepts Architects. PC (DCA) in exchangl: tll[' cash in the alllount of $300.000. a note payable in the amount of $175.000 ($100.000 outstanding as of December 31. 2006. see Note 7) and 5.6X3 shares of bendicial inlL'rest of Cubellis Business I'rust in the amount uf $475.000 issued to one of the sellers of DCA. Terms of the merger included an employment contract lor the li.lrIlh.:r shareholders of Design Concepts Architects. PC subject to provisions of the agreement. 6