UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  
  FORM
10-K
  
  xANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  Comprehensive
filing for the fiscal years ending
 December
31, 2009, 2008 and 2007 respectively, including
 Quarterly
reports for the Quarters ending
 3/31/08
through 9/30/08
 
  ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
 Commission
file number: 0-32267
  SPECIALIZED
SERVICES, INC.
 (Exact
Name Of Registrant As Specified In Its Charter)
  Michigan
              38-2781857(State
      of Incorporation)
              (I.R.S.
      Employer Identification No.)23077 Greenfield Road,
      Suite 470, Southfield, MI
              48075(Address
      of Principal Executive Offices)
              (ZIP
      Code)
  Registrant's
Telephone Number, Including Area Code: (248) 557-1030
  Securities
Registered Pursuant to Section 12(g) of The Act:
   Common
Stock,
$0.0001                                                                           Over-the-Counter
Bulletin Board
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes oNo x
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes oNo x
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes oNo x
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405)
during the preceding 12 months.  Yes oNo x
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
  Large
accelerated filer   o      
               
     Accelerated filer  o
  Non-accelerated
filer o (Do not
check if a smaller reporting company)     Smaller reporting company
x
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act):  Yes oNo x
  The
Aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter, June 30, 2010 was $85,201.38.
  There
were 473, 421 shares of the Registrant’s $.0001 par value common stock
outstanding as of September 8, 2010.
 
 Documents
incorporated by reference:  none







TABLE
OF CONTENTS
  Item
                Description
                PagePART
      IITEM
      1.
                DESCRIPTION OF
      BUSINESS
                3ITEM
      2.
                DESCRIPTION
      OF PROPERTY
                5ITEM
      3.
                LEGAL
      PROCEEDINGS
                5PART
      IIITEM
      5.
                MARKET
      FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
    MATTERS
                6ITEM
      6.
                N/A
                7ITEM
      7.
                MANAGEMENT DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                8ITEM
      8.
                FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                12ITEM
      9
                CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
                12ITEM 9A(T)
                CONTROLS
      AND PROCEDURES
                12PART
      IIIITEM
      10.
                DIRECTORS
      AND EXECUTIVE OFFICERS AND CORPORATE  GOVERNANCE
                13ITEM
      11.
                EXECUTIVE
      COMPENSATION
                14ITEM
      12.
                SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE
                15ITEM
      13.
                CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
                15ITEM
      14.
                PRINCIPAL
      ACCOUNTING FEES AND SERVICES
                16PART
      IVITEM
      15.
                EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES
                20
  Forward-Looking
Statements and Associated Risks
  This
Annual Report on Form 10-K and the documents incorporated herein by reference
contain forward-looking statements that have been made pursuant to the
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on current expectations, estimates and
projections about Turbine Truck Engines Inc.’s industry, management beliefs, and
assumptions made by management. Words such as “anticipates,” “expects,”
“intends,” “plans,” ”believes,” “seeks,” “estimates,” variations of such words
and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict; therefore, actual results and outcomes may differ materially from what
is expressed or forecasted in any such forward-looking statements.
  PART
I
  ITEM 1. DESCRIPTION OF
BUSINESS
  The
Business of Specialized Services, Inc.
  Specialized
Services Inc., was founded in January 1988 as a Michigan s-corporation and in
2005 changed to a c-corporation. The Company is in the fuel services
distribution business, principally to its truck fleet customers ("Fuel
Services"). Through our distribution group, we negotiate with fuel providers,
such as truck stops across the United States, for volume discounts for our
fleet customers. The Company also negotiates with its truck fleet
customers, based upon their fuel use requirements and committed volume
needs, in order to provide the best prices discounts. The Fuel Services provided
by the Company include coordination of our truck stop directory with negotiated
pricing with truck stops and cost per gallon on a cost plus basis or a discount
at point of sale, together with use of a fuel credit card provided by a third
party biller. These cards are made available to fleet truck drivers, so that
over the road purchases of fuel can be tracked, volume commitments and discounts
evaluated and efficiencies provided to our customers and increased truck flow to
the truck stop providers of fuel.
  We have
established a tracking system to monitor fuels costs across the US, because of
the substantial variation and constant fluctuation of fuel costs. Our Fuel
Services program determines the amounts due our trucking company customers,
based upon invoices from all truck stops, collection of rebates earned by our
trucking fleets, for which we are paid a monthly fee that we negotiate. We
believe our Fuel Services program and the initiatives we have implemented have
lowered our cost structure, improved the economics we can offer our truck fleet
customers and strengthened our ability to add to our services
program.
  The
Company's Business Strategy
  Since its
inception, the Company's strategy has been to grow as a Fuel Services provider
to truck fleet customers in the US. The Company seeks to continue to expand its
position as a regional leader in servicing fuel distribution and in offering
enhanced services to the fuel user industry.
  Our
business strategy is to use our competitive strengths to achieve sales and
earnings growth. As principal elements of our strategy, we intend
to:
  ·
                  Grow
      Sales to New Fuel Users: We are moving beyond our historic market of truck
      fleets principally in the Midwest and have targeted two key growth
      sectors. First, we are focusing on branding our Fuel Services program for
      retailers, including highway stations and truck stops nationally, which
      have demonstrated significant sales volume. Second, we are concentrating
      on neighborhood retailers such as independent gas
  stations.
 3
  ·
                    Grow
      Related Services: Develop a network of diesel fuel distribution to 160
      major markets in the US utilizing our established Fuel Services network
      and programs; Establish an in-transit service of providing truck tire,
      wheel and battery repairs across the US and Canada; Offer truck freight
      brokerage services for freight; and Offer pre-paid fuel cards for major
      suppliers of truck fuel nationally.
  ·
                    Continue
      to Improve Working Capital Management and Reduce Costs: We intend to
      improve our working capital management primarily by improving our turnover
      rates. To do this, we will continue to improve procurement management
      practices, further develop our central procurement operations, improve ad
      forecasting with our customers, effectively manage alternative channels of
      fuel product sourcing, invest in systems enhancements and invest in
      expanding our tanker truck fleet. In addition, to strengthen our position
      as a low-cost distributor of fuel products, we have instituted a "culture
      of thrift" among our employees and developed initiatives to reduce our
      expenses through our low cost pursuit
program.
  ·
                    Look
      for partners with larger facilities within the same sector as a growth
      strategy.
  Competition
  The
markets in which we operate are highly competitive. We compete in our Fuel
Service business and several of other services against many companies in
fragmented, highly competitive markets and we have fewer resources than some of
those companies. Our business competes in the area of fuel distribution
principally on the basis of the following factors: service quality, reputation,
technical expertise and reliable service. Competitive pressure and other factors
could cause us additional difficulties in acquiring market share or could result
in decreases in our margins, either of which could have a material adverse
effect on our financial position and results of operations.
  The
Company believes it has the following competitive strength:
  Low-Cost,
High-Volume Distribution System:
  We have
established our Fuel Services program as a service capable of providing truck
fleets with cost savings based upon high volume nationally, together with the
means to track costs, savings and usage, through our third party billing card.
With high volume comes the opportunity to operate more efficiently by leveraging
costs. Our efficient and productive operations have enhanced our ability to
provide customers with competitive pricing of their fuel product needs which
advantage improves customer acquisition and retention.
  Efficient
Centralized Purchasing:
  Management
decisions and vendor negotiations provide customers with cost savings for their
fuel products, which services are from our centralized location dealing with the
Company for a fee. We believe our customer support center is one of the largest
volume-buying locations of fuel products in tour markets. Centralized purchasing
generates economies of scale because it enables us in one location to contract
for the purchase of fuel products more efficiently by eliminating redundancy
involved in purchasing through multiple locations, which we believe increases
our leverage with wholesale fuel providers. We believe that our centralized
purchasing capabilities are valuable to our customers, the truck fleets which
operate nationally.
  Diverse
Distribution Base:
  We have
arrangements with fuel distributors at approximately 3,000 fuel stations under a
wide variety of formats across the United States. Further, we provide our Fuel
Services program to approximately 3 truck fleet customers.
 4
  Successful
Price Strategy: We negotiate with fuel providers, typically truck stocks, to
keep fleet prices for fuel products low by leveraging our existing distribution
and wholesale purchasing capabilities and maintaining a lower cost structure
associated with operating these distribution networks. We believe this strategy
will become increasingly profitable because we focus on high-turnover, employ
flow-through distribution methods that eliminate product storage operating costs
and handling expense.
  Many of
our competitors have achieved significant national brand name recognition as
fuel distributors and have extensive promotional programs. Our Fuel Services
program uses equipment and technology that is widely available. Accordingly,
barriers to entry, apart from capital availability, are low in our business, and
the entrance of new competitors into the fuel distribution market may reduce our
ability to capture improving profit margins. However, we believe that our
comprehensive Fuel Services program, which includes pre-negotiated fuel
discounts from wholesalers/retailers based upon volume commitments and
pre-negotiated customer base with fleet truck operators nationally, provides
advantages to both the supplier and the customer at reasonable costs. The
Company's ability to compete successfully will depend on our success at
retaining current customers and penetrating new targeted markets. There can be
no assurance that the Company will be able to compete successfully, that its
services will continue to meet with customer approval, that competitors will not
develop and market their distribution services that are similar or superior to
our services or that the Company will be able to successfully enhance its
services.
  Principal
Suppliers
  The
Company has contractual arrangements with over 8 fuel distribution centers, many
of which operate multiple truck stops and other similar facilities nationally.
The Company does not believe that it is dependent upon any single fuel
distributor.
  Dependence
on Major Customers
  The
Company does not depend on any major customers other than Churchill of Detroit,
B & W Interstate and Cimarron Transportation, which accounted for 22%, 23%
and 7% of our revenues during the fiscal year ending Dec. 31,
2007.  Because of changes in the financial markets in 2008, and 2009,
and the customer base of our trucking companies being automotive, we have seen a
decrease in revenues. As of Dec. 31, 2009 our major customer is Churchill of
Detroit which accounts for approximately 10% of revenues.
  Employees
  As
of September 8, 2010, the Company had 5 full time employees including its
executive officers. No employees are covered by a collective bargaining
agreement. The Company's management considers relations with its employees to be
satisfactory.
  ITEM 1A. RISK
FACTORS
   Not
applicable.
  ITEM 1B. DESCRIPTION OF PROPERTIES
  The
Company moved out of its leased office facility in Southfield, Michigan in
October, 2008 and since that time has maintained its offices in office
facilities provided by one of its officers at no charge. There is no legal obligation on the
part of the officer to continue to provide the office space to us at no charge
in the future.
 ITEM
3. LEGAL PROCEEDING
  The
Registrant's officers and directors are not aware of any threatened or pending
litigation to which the Registrant is a party or which any of its property is
the subject and which would have any material, adverse effect on the
Registrant.
 5
  ITEM
4. REMOVED AND RESERVED
  PART
II
  ITEM 5. MARKET FOR REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  (a)
Market Price Information
  The
Registrant's common stock became subject to quotation on the Pink OTC Markets
under the symbol “SSPV” in February 2007. It currently trades under the symbol
“SSRV”.  To the best knowledge of the Registrant, there has been a
trading market for the Registrant’s common stock for approximately the past
three years. The following table shows the high and low bid prices for the
Registrant's common stock during the last three fiscal years as reported by the
National Quotation Bureau Incorporated.
  Fiscal
      2009
                    
                    
                    Fiscal
      2008
                    
                    
                    Fiscal
      2007High
                    
                    
                    Low
                    
                    
                    High
                    
                    
                    Low
                    
                    
                    High
                    
                    
                    LowFourth
      Quarter ended December 31
                    
                    $
                    0.24
                    
                    
                    $
                    0.18
                    
                    
                    $
                    0.90
                    
                    
                    $
                    0.175
                    
                    
                    $
                    0.06
                    
                    
                    $
                    0.009Third
      Quarter ended September 30
                    
                    $
                    0.24
                    
                    
                    $
                    0.20
                    
                    
                    $
                    1.25
                    
                    
                    $
                    0.20
                    
                    
                    $
                    0.07
                    
                    
                    $
                    0.02Second
      Quarter ended June 30
                    
                    $
                    0.41
                    
                    
                    $
                    0.02
                    
                    
                    $
                    7.00
                    
                    
                    $
                    0.35
                    
                    
                    $
                    0.10
                    
                    
                    $
                    0.05First
      Quarter ended March 31
                    
                    $
                    0.70
                    
                    
                    $
                    0.40
                    
                    
                    $
                    3.50
                    
                    
                    $
                    0.50
                    
                    
                    $
                    2.00
                    
                    
                    $
                    0.05
  On
September 8, 2010, the closing bid price of the Company’s Common Stock as
reported by the OTC.BB was $0.18 and there were
approximately 48 shareholders of record.
  Dividend
Policy
  Holders
of our common stock are entitled to dividends when, as, and if declared by the
Board of Directors, out of funds legally available therefore. We have not paid
any cash dividends on our common stock and do not anticipate paying any such
cash dividends in the foreseeable future. Earnings, if any, will be retained to
finance future growth. We may issue shares of our common stock in private or
public offerings to obtain financing, capital or to acquire other businesses
that can improve our performance and growth. Issuance and or sales of
substantial amounts of common stock could adversely affect prevailing market
prices in our common stock.
  There are
no restrictions in our articles of incorporation or by-laws that restrict us
from declaring dividends.
  Equity
Compensation Plans
  In June
2005, the Company's board of directors approved an employee incentive plan and
issued 900,000 shares under such plan.  Since that time, no additional
shares have been issued under the plan.
  Common
Stock
  During
the fiscal years ending December 31, 2007, 2008 and 2009 respectfully, there
were no modifications of any instruments defining the rights of holders of the
Company’s common stock and no limitation or qualification of the rights
evidenced by the Company’s common stock as a result of the issuance of any other
class of securities or the modification thereof.
 6
 
  During
Fiscal year ending 2007, the Company issued 8,569,000 shares of common stock for
services and  in connection with the sale-leaseback of
equipment.  The total value of the shares issued for services was
$193,045 and for the sale-leaseback of the equipment at $168,500.
  During
Fiscal year ending 2009, the Company issued 20,040,000 shares of common stock
for services valued at $20,326.
  On
December 20, 2008, the company executed a 1 to 50 stock split.
  During
Fiscal year ending 2008, the Company did not issue any additional shares of its
common stock.
  Plan
      category
                      
                      Number
      of
                        securities
                        to
      be issued
                        upon
                        exercise
      of
                        outstanding
                        options,
                        warrants
                        and
      rights
                        (a)
                      
                      
                      Weighted-
                        average
                        exercise
                        price
      of
                        outstanding
                        options,
                        warrants
                        and
      rights
                        (b)
                      
                      Number
      of
                        securities
                        remaining
                        available
      for
                        future
                        issuance
                        under
      equity
                        compensation
                        plans
                        (excluding
                        securities
                        reflected
      in
                        column
      (a))
                        (c)Equity
      compensation plans not approved by security holders2005
      Incentive Plan
                      
                      
                      N/A
                      
                      
                      
                      N/A
                      
                      
                      
                      N/A
  The
Company’s 2005 Incentive Plan (the “2005 Plan”) authorizes up to 900,000 shares
of common stock to any person employed by the Company either as an employee,
officer, director or independent consultant or other person employed by the
Company, provided that no person can be granted shares under the 2005 Plan for
services related to capital raising or promotional activities. As of
December 31, 2009, 900,000 shares have been issued pursuant to the 2005
Plan. There are no restrictions on resale upon the purchases of the stock from
the employees or the consultants, unless contained in the written award approved
by the Board of Directors.
  ITEM 6.
N/A
 7
  ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
  THIS
FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS “ANTICIPATED,” “BELIEVE,”
“EXPECT,” “PLAN,” “INTEND,” “SEEK,” “ESTIMATE,” “PROJECT,” “WILL,” “COULD,”
“MAY,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE
OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH
STATEMENTS REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND
FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT
LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN,
POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND
COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET
PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH
ARE BEYOND THE COMPANY’S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR
UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT,
ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED,
BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE
FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY
STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR
DEVELOPMENTS.
  The
following discussion and analysis of our financial condition and plan of
operations should be read in conjunction with our financial statements and
related notes appearing elsewhere herein. This discussion and analysis contains
forward-looking statements including information about possible or assumed
results of our financial conditions, operations, plans, objectives and
performance that involve risk, uncertainties and assumptions. The actual results
may differ materially from those anticipated in such forward-looking statements.
For example, when we indicate that we expect to increase our product sales and
potentially establish additional license relationships, these are
forward-looking statements. The words expect, anticipate, estimate or similar
expressions are also used to indicate forward-looking statements.
  GROSS
BILLINGS AND NET REVENUES
  Gross
billings, Direct Costs and Gross Revenues for the years ending December 31,
2009, 2008, 2007 and 2006 respectively are reflected below:
  Fiscal
      Year Ending
                    
                    Gross
      Billings
                    
                    
                    Direct
      Costs
                    
                    
                    Gross
      Revenue2009
                    
                    $
                    2,751,666
                    
                    
                    $
                    2,683,172
                    
                    
                    $
                    68,4942008
                    
                    $
                    10,547,202
                    
                    
                    $
                    10,401,482
                    
                    
                    $
                    145,7202007
                    
                    $
                    15,104,770
                    
                    
                    $
                    $15,069,476
                    
                    
                    $
                    35,2942006
                    
                    $
                    20,092,577
                    
                    
                    $
                    19,975,606
                    
                    
                    $
                    116,971
  *The
Economic conditions referred to within this section generally refer to the
overall economic condition of the country as a whole and in particular for
purposes of understanding the impact on the Company’s financials, the resulting
decrease in Gross Billings and overall company financial picture, over the
reported period was principally a result of changes in the general economic
environment and specifically the higher costs of fuel because of lower refinery
production. In addition, many of our trucking customers were tied to the
automotive industry and with the downturn in the general economic condition and
the financial collapse within the automotive industry, services and gross
billings declined drastically.  Additional information is provided
where applicable.
  Our
direct costs during each of the four fiscal years decreased annually year over
year principally as a result of *economic conditions, as the company streamlined
its operations to adjust to decreased demand.
  Gross
Revenues for the Fiscal Year Ending December 31, 2009 decreased $77,226 from
$145,720 for the Fiscal year ending December 31, 2008 to $68,494 for the Fiscal
Year ending December 31, 2009 due primarily to *economic
conditions.
 8
  Gross
Revenues for the Fiscal Year Ending December 31, 2008 increased $110,426 from
$35,294 for the Fiscal year ending December 31, 2007 to $145,720 for the Fiscal
Year ending December 31, 2008 due primarily to *economic
conditions.
  Gross
Revenues for the Fiscal Year Ending December 31, 2007 decreased $81,677 from
$116,971for the Fiscal year ending December 31, 2006 to $35,294 for the Fiscal
Year ending December 31, 2007 due primarily to* economic
conditions.
  OPERATING
EXPENSES
  Operating
Expense for the fiscal years ending December 31, 2009, 2008, 2007 and 2006
respectively are reflected below:
  Fiscal
      Year Ending
                    
                    Operating
      Expenses2009
                    
                    $
                    122,5702008
                    
                    $
                    277,9882007
                    
                    $
                    608,5502006
                    
                    $
                    167,016
  Operating
Expenses for the Fiscal Year Ending December 31, 2009 decreased $155,418 from
$277,988 for the Fiscal year ending December 31, 2008 to $122,570 for the Fiscal
Year ending December 31, 2009 due primarily to *economic conditions, as the
company streamlined its operations to adjust to decreased demand.
  Operating
Expenses for the Fiscal Year Ending December 31, 2008 decreased $330,562 from
$608,550 for the Fiscal year ending December 31, 2007 to $277,988 for the Fiscal
Year ending December 31, 2008 due primarily to *economic conditions, as the
company streamlined its operations to adjust to decreased demand.
  Operating
Expenses for the Fiscal Year Ending December 31, 2007 increased $441,534 from
$167,016 for the Fiscal year ending December 31, 2006 to $608,550 for the Fiscal
Year ending December 31, 2007 due primarily to the Company’s increased expenses
related to compliance costs associated with their publicly traded
status.
  NET
INCOME (LOSS)
  Net
Income (Loss) for the fiscal years ending December 31, 2009, 2008, 2007 and 2006
respectively are reflected below:
  Fiscal
      Year Ending
                    
                    Net
      Income (Loss)2009
                    
                    $
                    (54,041
                    )2008
                    
                    $
                    (121,248
                    )2007
                    
                    $
                    (497,229
                    )2006
                    
                    $
                    (12,371
                    )
  The
Company’s Net Loss for the Fiscal Year Ending December 31, 2009 decreased
$67,207 from ($121,248) for the Fiscal year ending December 31, 2008 to
($54,041) for the Fiscal Year ending December 31, 2009 due primarily to economic
conditions.
  The
Company’s Net Loss for the Fiscal Year Ending December 31, 2008 decreased
$375,981 from ($497,229) for the Fiscal year ending December 31, 2007 to
$($121,248) for the Fiscal Year ending December 31, 2008 due primarily to
economic conditions.
 9
  The
Company’s Net Loss for the Fiscal Year Ending December 31, 2007 increased
$484,858 from ($12,371) for the Fiscal year ending December 31, 2006 to
($497,229) for the Fiscal Year ending December 31, 2007 due primarily to the
significant increase in the Company’s Operating expenses related to compliance
costs associated with their publicly traded status.
  LIQUIDITY
AND CAPITAL RESOURCES
  The
Company had negative working capital as of December 31, 2009 and limited
cash.  The Company plans to continue to pursue its business model to
try and increase its revenue and may also seek a partner within its sector or
seek additional funding through debt or equity financing, as
needed.
  Cash used
in operating activities and cash flows from financing activities for the years
ending December 31, 2009, 2008, 2007 and 2006 respectively are reflected
below:
  Fiscal
      Year Ending
                    
                    Cash
      Used In Operating Activities
                    
                    
                    Cash
      Flows From Financing Activities2009
                    
                    $
                    9,934
                    
                    
                    $
                    (6,281
                    )2008
                    
                    $
                    (3,880
                    )
                    
                    $
                    (138
                    )2007
                    
                    $
                    (129,264
                    )
                    
                    $
                    132,4202006
                    
                    $
                    (15,025
                    )
                    
                    $
                    14,261
  2009
  The
Company’s Cash Used in Operating Activities for the Fiscal Year Ending December
31, 2009 increased $13,814 from ($3,880) for the Fiscal year ending December 31,
2008 to $9,934 for the Fiscal Year ending December 31, 2009 due primarily to
economic conditions. The Company’s Net Cash from Financing Activities for the
Fiscal Year Ending December 31, 2009 decreased $6,143 from ($138) for the Fiscal
year ending December 31, 2008 to ($6,281) for the Fiscal Year ending December
31, 2009 due primarily to *economic conditions.
  2008
  The
Company’s Cash Used in Operating Activities for the Fiscal Year Ending December
31, 2008 decreased $125,384 from ($129,264) for the Fiscal year ending December
31, 2007 to ($3,880) for the Fiscal Year ending December 31, 2008 due primarily
to *economic conditions. The Company’s Net Cash from Financing Activities for
the Fiscal Year Ending December 31, 2008 decreased $132,282 from $132,420 for
the Fiscal year ending December 31, 2007 to ($138) for the Fiscal Year ending
December 31, 2008 due primarily to *economic conditions.
  2007
  The
Company’s Cash Used in Operating Activities for the Fiscal Year Ending December
31, 2007 decreased $114,239 from ($15,025) for the Fiscal year ending December
31, 2006 to ($129,264) for the Fiscal Year ending December 31, 2007 due
primarily to *economic conditions. The Company’s Net Cash from Financing
Activities for the Fiscal Year Ending December 31, 2007 increased $118,159 from
$14,261for the Fiscal year ending December 31, 2006 to $132,420 for the Fiscal
Year ending December 31, 2007 due primarily to *economic
conditions.
  There are
no limitations in the Company's articles of incorporation on the Company's
ability to borrow funds or raise funds through the issuance of restricted common
stock. The Company's limited resources and lack of having cash-generating
business operations may make it difficult to borrow funds or raise capital. The
Company's limitations to borrow funds or raise funds through the issuance of
restricted capital stock may have a material adverse effect on the Company's
financial condition and future prospects, including the ability to execute its
business plan. To the extent that debt financing ultimately proves to be
available, any borrowing will subject us to various risks traditionally
associated with indebtedness, including the risks of interest rate fluctuations
and insufficiency of cash flow to pay principal and interest.
 10
  OFF-BALANCE
SHEET ARRANGEMENTS
  During
the Fiscal Years ending December 31, 2007, 2008 and 2009 respectively, we did
not have any off-balance sheet arrangements as defined in
Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act
of 1934.
  Contractual
Obligations and Commitments
  As of the
each of the Fiscal Years ending December 31, 2007, 2008 and 2009 respectively,
we did not have any Contractual Obligations and Commitments.
  The
Company may receive proceeds in the future from the exercise of warrants and
options outstanding as of December 31, 2009 in accordance with the
following schedule:
  Approximate
                      Number
      of
                      Shares
                    
                    
                    Approximate
                      Proceeds2006
      Non-Plan Options and Warrants
                    
                    
                    2,007,413
                    
                    
                    $
                    981,783
  Critical
Accounting Policies and Estimates
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 differ from those
estimates.
  We
believe that the following critical policies affect our more significant
judgments and estimates used in preparation of our financial
statements.
  Furniture
and equipment are recorded at cost and depreciated on a declining balance and
straight-line basis over their estimated useful lives, principally two to seven
years. Accelerated methods are used for tax depreciation. Maintenance and
repairs are charged to operations when incurred. Betterments and renewals are
capitalized. When furniture and equipment are sold or otherwise disposed of, the
asset account and related accumulated depreciation account are relieved, and any
gain or loss is included in operations.
  The
Company has incurred deferred offering costs in connection with raising
additional capital through the sale of its common stock. These costs are
capitalized and charged against additional paid-in capital when common stock is
issued. If there is no issuance of common stock, the costs incurred are charged
to operations.
  Research
and development costs are charged to operations when incurred and are included
in operating expenses.
  New
Accounting Pronouncements
 For a
description of recent accounting standards, including the expected dates of
adoption and estimated effects, if any, on our financial statements, see “Note
3:  Significant Accounting Polices:  Recent Accounting
Standards” in Part II, Item 8 of this Form 10-K.
  ITEM 7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Not
applicable.
 11
  ITEM 8. FINANCIAL
STATEMENTS AND
SUPPLEMENTARY DATA
  The
Registrant's audited financial statements for the fiscal years ended December
31, 2007, December 31, 2008 and December 31, 2009 are attached to this annual
report.
  ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  Not
applicable.
  ITEM
9A(T) CONTROLS AND PROCEDURES
  Disclosure
Controls and Procedures
 
 Evaluation
of Disclosure Controls and Procedures
 
 Under the
supervision and with the participation of our management, including our Chief
Executive Officer and our Chief Financial Officer, we carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act.  Management conducted its evaluation based on the framework in
Internal Control – IntegratedFramework issued by the Committee on Sponsoring Organizations of the
Treadway Commission (COSO).  Based on that evaluation, our Chief
Executive Officer and our Chief Financial Officer have concluded that, at
December 31, 2009, such disclosure controls and procedures were
effective.
 
 Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed or submitted under the Exchange Act is
accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, or persons performing similar functions, as
appropriate, to allow timely decisions regarding required
disclosure.
 
 Management’s
Annual Report on Internal Control over Financial Reporting
 
 The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rue 13a-15(f) under the
Exchange Act).  Internal control over financial reporting is a
process, including policies and procedures, designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external reporting purposes in accordance with U.S.
generally accepted accounting principles.  Our management assessed our
internal control over financial reporting based on the Internal Control – Integrated
Framework issued by the COSO.  Based on the results of this
assessment, our management concluded that our internal control over financial
reporting was effective as of December 31, 2009 based on such
criteria.
 
 Limitations
on the Effectiveness of Controls
 
 Our
disclosure controls and procedures are designed to provide reasonable, not
absolute, assurance that the objectives of our disclosure control system are
met.  Because of inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues,
if any, within a company have been detected.  Based on their
evaluationas of
the end of the period covered by thisreport, management
concluded that our disclosure controls and procedures were sufficiently
effective to provide reasonable assurance that the objectives of our disclosure
control system were met.
  12
  Changes
in Internal Control over Financial Reporting
  There
were no changes in our internal control over financial reporting that occurred
during the fourth fiscal quarters ending December 31, 2009, 2008 and 2007
respectively, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
 
 Auditor’s
Report on Internal Control over Financial Reporting
 
 This
Annual Report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial reporting.  Management’s report was not subject to
attestation by the Company’s registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Company to provide only management’s report in this Annual Report.
  PART
III
  ITEM 10. DIRECTORS AND
EXECUTIVE AND CORPORATE GOVERNANCE
  Name
                    
                    Age
                    
                    Title
                    
                    Date
      BecameExecutive
      OfficerDavid
      E. Joseph
                    
                    63
                    
                    Chairman
                    
                    10/2005Michael
      B. Jackson
                    
                    57
                    
                    Chief
      Financial Officer, Vice President and Director
                    
                    10/2005Christopher
      Aldridge
                    
                    47
                    
                    President,
      CEO, and Director
                    
                    05/2008Dennis
      Davenport, Esq.
                    
                    63
                    
                    Corporate
      Counsel and Director
                    
                    08/2006
  All of
the officers have held these positions and/or directorships with us since April
2005. Officers are not elected for a fixed term of office but hold office until
their successors have been elected.
  David E. Joseph,
Chairman - Mr. Joseph was one of the three founders of SSI in 2000. Prior
to the organization of SSI, Mr. Joseph was employed by Ford Motor Company,
Dearborn, MI where he had positions of increasing responsibility including
supervisory and management positions. Mr. Joseph holds an MBA degree in
management from the University of Detroit and a B.A.A. degree in accounting from
the Detroit Institute of Technology. Mr. Joseph is a Board Member of the
Mitchell Ross Foundation and the Larry Doss Foundation and is Secretary of the
Board of Don Bosco Hall.  Mr. Joseph was co-owner of the Hawthorn
Suites Hotel in Southfield , Mi from 2002 to 2006.
  Michael B.
Jackson, CFO, Vice President and Director - Mr. Jackson is also one of
the three founders of SSI in 2000. Prior to the organization of SSI, Mr. Jackson
served as manager of credit for Meadowdale Foods, Inc., Detroit, MI, where he
implemented a program for improvement of internal financial reporting systems
and managed an inventory loan portfolio of $16 million, among other duties. From
1982 to 1985, Mr. Jackson was an independent auditor for Commercial Services,
Inc., Madison Heights, MI, where he was responsible for insurance audits and
risk assessment. Mr. Jackson holds a B.A. in economics from Morehouse College,
Atlanta, GA and attended Dartmouth College, Tuck School of Business, Hanover, NH
in 1995-96.
  Christopher B.
Aldridge, President, CEO,  and Director-Mr. Aldridge became the
COO and a director of the Company in August 2006.  In May, 2008 he was
elected President and CEO. Since May 2006, Mr. Aldridge was the CEO of Good
Faith Homes. From April 2004 to May 2005 Mr. Aldridge was an Executive Vice
President for FIMCO, a national mortgage company. Form October 2002 to April
2003, Mr. Aldridge was the president of the Charter One Community Development
Ban in Cleveland. Mr. Aldridge graduated from Harvard College, Cambridge, MA
with a B.A. in Economics and graduated with a Juris Doctor from Wayne State
University in 1993.
 13
  Dennis Davenport,
Esq., Corporate Counsel and Director - Prior to joining the Company as
counsel in 2006, Mr. Davenport owned and managed the Hawthorn Suites Hotel in
Southfield, MI from 2002 to 2006. Mr. Davenport also owned and operated two
McDonald franchises from 1988 to 2001 in Michigan. Prior to owning and operating
two businesses he worked as staff attorney for General Motors from 1983 to 1988.
Mr. Davenport holds a Juris Doctor from the University of Michigan and holds a
Master of Arts from the Michigan State University.
  ITEM 11. EXECUTIVE
COMPENSATION
  The
following table contains the executive compensation to the chief executive
officers of the Company for the periods set forth below.
  Summary
Compensation Table
 Long
      TermAnnual
      Compensation
                    
                    Compensation
      AwardsOther
                    
                    Restricted
                    
                    SecuritiesAnnual
                    
                    Stock
                    
                    Underlying
                    
                    All
      OtherSalary
                    
                    Bonus
                    
                    Compensation
                    
                    Award(s)
                    
                    Options
                    
                    CompensationName
      and Principal Position
                    
                    Year
                    
                    ($)
                    
                    ($)
                    
                    ($)
                    
                    ($)
                    
                    ($)
                    
                    ($)David
      E. Joseph,
                      CEO,
      President
                    
                    2007
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---2008
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---2009
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---Michael
      B. Jackson, CFO,
                      Vice
      President
                    
                    2007
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---2008
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---2009
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---
                    
                    none---
  The
Company has no employment agreement with any of its officers and
directors.
  OUTSTANDING
EQUITY AWARDS AT DECEMBER 31, 2009
  Option
      Awards
                    
                    Stock
      AwardsName
                    
                    Number
      of
                      Securities
                      Underlying
                      Unexercised
                      Options
      (#)
                      Exercisable
                    
                    Number
      of
                      Securities
                      Underlying
                      Unexercised
                      Options
      (#)
                      Unexercisable
                    
                    Equity
                      Incentive
                      Plan
                      Awards:
                      Number
      of
                      Securities
                      Underlying
                      Unexercised
                      Unearned
                      Options
      (#)
                    
                    Option
                      Exercise
                      Price
      ($
                    
                    Option
                      Expiration
                      Date
                    
                    Number
                      of
                      Shares
                      of
      Stock
                      That
                      Have
                      Not
                      Vested
                      (#)
                    
                    Market
                      Value
                      of
                      Shares
                      of
                      Stock
                      That
                      Have
                      Not
                      Vested
                      ($)
                    
                    Equity
                      Incentive
                      Plan
                      Awards:
                      Number
                      of
                      Unearned
                      Shares
      or
                      Other
                      Rights
                      That
                      Have
      Not
                      Vested
                      (#)
                    
                    Equity
                      Incentive
                      Plan
                      Awards:
                      Market
                      or
      Payout
                      Value
      of
                      Unearned
                      Shares
      or
                      Other
                      Rights
                      That
                      Have
                      Note
                      Vested
                      ($)N/A
 14
  DIRECTOR
COMPENSATION
  Directors
receive no compensation for serving on the Board.
  The
following table summarizes compensation paid to all of our non-employee
directors:
  Name
                    
                    Fees
                      Earned
                      or
      Paid
                      in
                      Cash
                      ($)
                    
                    Stock
                      Awards
                      ($)
                    
                    Option
                      Awards
                      ($)
                    
                    Non-Equity
                      Incentive
      Plan
                      Compensation
                      ($)
                    
                    Change
      in
                      Pension
      Value
                      and
                      Nonqualified
                      Deferred
                      Compensation
                      Earnings
      ($)
                    
                    All
      Other
                      Compensation
                      ($)
                    
                    Total
                      ($)N/A
  ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
  The table
below discloses any person (including any "group") who is known to the
Registrant to be the beneficial owner of more than five (5%) percent of the
Registrant's voting securities. As of September 20, 2010, the Registrant had
473,341 shares of common stock issued.
  Title
      of Class
                    Name
      and Address of Beneficial Owner
                    Amount
      and Nature of
                      Beneficial
      Owner
                    Percent
      of ClassCommon
      Stock
                    David
      E. Joseph,  Chairman
                      23077
      Greenfield Road, Suite 470
                      Southfield,
      MI 48075
                    131,800
      shares
                    28.263%Common
      Stock
                    Michael
      B. Jackson, CFO, Vice President and Director
                      900
      Bunche Street
                      Dothan,
      AL
                    58,000
      shares
                    12.437%Common
      Stock
                    Charles
      D. Davenport, Esq. Director
                      23077
      Greenfield Road, Suite 470
                      Southfield,
      MI 48075
                    84,000
      shares
                    18.013%Common
      Stock
                    Christopher
      B. Aldridge, President, CEO and Director
                      23077
      Greenfield Road, Suite 470
                      Southfield,
      MI 48075
                    43,400
      shares
                    9.307%Common
      Stock
                    William,
      Gregory, Smith and Associates
                      4248
      Merck Road
                      Wilson,
      NC 27893
                    43,400
      shares
                    9.307%Common
      Stock
                    All
      officers and directors as a group (4 people)
                    317,200
      shares
                    68.02%
  ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS  AND DIRECTOR INDEPENDENCE
  None.
 15
  ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  Independent
Public Accountants
 
 The
Registrant's Board of Directors has appointed Silberstein Ungar, PLLC as
independent public accountant for the fiscal years ending December 31, 2009,
2008 and 2007.
  Principal
Accounting Fees
 
 The
following table presents the fees for professional audit services rendered by
Silberstein Ungar, PLLC for the audit of the Registrant's annual financial
statements for the years ended December 31, 2009, 2008 and 2007, and fees billed
for other services rendered by Silberstein Ungar, PLLC, respectively during
those periods.
  Year EndedDecember
      31,
                      2009
                    
                    
                    December
      31,
                      2008
                    
                    
                    December
      31,
                      2007Audit
      fees (1)
                    
                    $
                    8,000
                    
                    
                    $
                    7,900
                    
                    
                    $
                    7,800Audit-related
      fees (2)
                    
                    
                    N/A
                    
                    
                    
                    N/A
                    
                    
                    
                    N/ATax
      fees (3)
                    
                    
                    N/A
                    
                    
                    
                    N/A
                    
                    
                    
                    N/AAll
      other fees
                    
                    
                    N/A
                    
                    
                    
                    N/A
                    
                    
                    
                    4,500
  (1)
      Audit fees consist of audit and review services, consents and review of
      documents filed with the SEC.(2)
      Audit-related fees consist of assistance and discussion concerning
      financial accounting and reporting standards and other accounting
      issues.(3)
      Tax fees consist of preparation of federal and state tax returns, review
      of quarterly estimated tax payments, and consultation concerning tax
      compliance issues.
 16
  Financial
Statements
  Index
  Report of Independent Registered
      Public Accounting FirmFiscal
      Year Ending 12/31/09Balance
    sheetStatements of
      operationsStatements of changes in
      stockholders' deficitStatements of cash
      flowsNotes to the financial
      statementsQuarter
      Ending 9/30/09Balance
    sheetStatements of
      operationsStatements of changes in
      stockholders' deficitStatements of cash
      flowsNotes to the financial
      statementsQuarter
      Ending 6/30/09Balance
    sheetStatements of
      operationsStatements of changes in
      stockholders' deficitStatements of cash
      flowsNotes to the financial
      statementsQuarter
      Ending 3/031/09Balance
    sheetStatements of
      operationsStatements of changes in
      stockholders' deficitStatements of cash
      flowsNotes to the financial
      statementsFiscal
      Year Ending 12/31/08Balance
    sheetStatements of
      operationsStatements of changes in
      stockholders' deficitStatements of cash
      flowsNotes to the financial
      statementsQuarter
      Ending 9/30/08Balance
    sheetStatements of
      operationsStatements of changes in
      stockholders' deficitStatements of cash
      flowsNotes to the financial
      statements
  17
  Quarter
      Ending 6/30/08Balance
    sheetStatements of
      operationsStatements of changes in
      stockholders' deficitStatements of cash
      flowsNotes to the financial
      statementsQuarter
      Ending 3/031/08Balance
    sheetStatements of
      operationsStatements of changes in
      stockholders' deficitStatements of cash
      flowsNotes to the financial
      statementsFiscal
      Year Ending 12/31/07Balance
    sheetStatements of
    operationsStatements of changes in stockholders'
      deficitStatements of cash
    flowsNotes to the financial
      statements
  18
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Board of
Directors
 Specialized
Services, Inc.
 Southfield,
Michigan
  Board of
Directors Pre-Approval Process, Policies and Procedures
  Our
principal auditors have performed their audit procedures in accordance with
pre-approved policies and procedures established by our Board of Directors. Our
principal auditors have informed our Board of Directors of the scope and nature
of each service provided. With respect to the provisions of services other than
audit, review, or attest services, our principal accountants brought such
services to the attention of our Board of Directors prior to commencing such
services.
 19
  PART
IV
   ITEM 15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
 Regulation
                      Number
                    
                    Exhibit3.1
                    
                    Certificate
      of Incorporation, as amended (1)3.2
                    
                    Certificate
      of Amendment (2)3.3
                    
                    Bylaws
      (1)23.1
                    
                    Consent
      of Silberstein Ungar, PLLC31.1
                    
                    Rule
      13a-14(a) Certification of Chief Executive Officer and Chief Financial
      Officer32.1
                    
                    Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief
      Financial Officer
  20
  SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
  SPECIALIZED
      SERVICES, INC.Dated: October  7,
      2010
                      
                      By:
                      
                      /s/
      Christopher B. AldridgeChief
      Executive Officer and Chairman of the Board (Principal Executive Officer
      and Principal Financial Officer)Dated: 
      October  7, 2010
                      
                      By:
                      
                      /s/
      Michael B. Jackson, CFOPrincipal
      Accounting Officer
   Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the date indicated.
  /s/ Christopher B. Aldridge, CEO,
      President
                      
                      /s/ Michael B. Jackson,
  CFO(Principal
      Executive Officer)
                      
                      (Principal
      Financial Officer)Dated:
      October 7, 2010
                      
                      Dated:
      October ___, 2010
 21
  SPECIALIZED
SERVICES, INC.
 
 FINANCIAL
STATEMENTS
 
 DECEMBER
31, 2007
  
  SPECIALIZED
SERVICES, INC.
 
 FINANCIAL
STATEMENTS
 
 DECEMBER
31, 2007
 
 TABLE
OF CONTENTS
 
 Report
      of Independent Registered Public Accounting Firm
                              F-1Balance
      Sheets at December 31, 2007 and 2006
                              F-2Statements
      of Operations for the Years EndedDecember
      31, 2007 and 2006
                              F-3Statement
      of Stockholders’ Deficit as of December 31, 2007
                              F-4Statements
      of Cash Flows for the Years EndedDecember
      31, 2007 and 2006
                              F-5Notes
      to the Financial Statements
                              F-6
      – F-9
  
 
 Silberstein Ungar, PLLCCPAs and Business
      Advisors
 Phone
(248) 203-0080
 Fax (248)
281-0940
 30600
Telegraph Road, Suite 2175
 Bingham
Farms, MI 48025-4586
 www.sucpas.com
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors
 Specialized
Services, Inc.
 Southfield,
Michigan
 
 We have
audited the accompanying balance sheets of Specialized Services, Inc., as of
December 31, 2007 and 2006, and the related statements of operations,
stockholders’ deficit, and cash flows for the years then ended.  These
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company has determined that it is not required to have, nor were we engaged to
perform, an audit of its internal control over financial
reporting.  Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit includes examining on a test basis, evidence supporting the amounts and
disclosures in the 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 audits provide 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 Specialized Services, Inc., as of
December 31, 2007 and 2006 and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
 
 /s/ Silberstein Ungar,
  PLLCSilberstein
      Ungar, PLLC
 
 Bingham
Farms, Michigan
 October
18, 2010
  F-1
  SPECIALIZED
SERVICES, INC.
 BALANCE
SHEETS
 AS
OF DECEMBER 31, 2007 AND 2006
 
 2007
                          
                          
                          2006ASSETSCurrent
      AssetsCash
      and cash equivalents
                          
                          $
                          7,679
                          
                          
                          $
                          4,523Accounts
      receivable
                          
                          
                          10,811
                          
                          
                          
                          21,925Prepaid
      interest
                          
                          
                          107,256
                          
                          
                          
                          0Total
      Current Assets
                          
                          
                          125,746
                          
                          
                          
                          26,448PROPERTY
      AND EQUIPMENT, net
                          
                          
                          163,948
                          
                          
                          
                          0Other
      AssetsDeposits
                          
                          
                          5,709
                          
                          
                          
                          4,395TOTAL
      ASSETS
                          
                          $
                          295,403
                          
                          
                          $
                          30,843LIABILITIES
      AND STOCKHOLDERS’ DEFICITLIABILITIESCurrent
      LiabilitiesAccounts
      payable
                          
                          $
                          5,919
                          
                          
                          $
                          0Accrued
      expenses and taxes
                          
                          
                          147,692
                          
                          
                          
                          25,068Leases
      payable – current portion
                          
                          
                          57,921
                          
                          
                          
                          0Loan
      payable – related party
                          
                          
                          5,550
                          
                          
                          
                          10,550Line
      of credit
                          
                          
                          54,803
                          
                          
                          
                          49,083Total
      Current Liabilities
                          
                          
                          271,885
                          
                          
                          
                          84,701Long-Term
      LiabilitiesLeases
      payable
                          
                          
                          213,060
                          
                          
                          
                          0TOTAL
      LIABILITIES
                          
                          
                          484,945
                          
                          
                          
                          84,701STOCKHOLDERS’
      DEFICITCapital
      stock, $0.0001 par value, 100,000,000 shares authorized, 3,856,700 and
      2,999,800 shares issued and outstanding
                          
                          
                          386
                          
                          
                          
                          3,000Additional
      paid in capital
                          
                          
                          388,207
                          
                          
                          
                          24,048Accumulated
      deficit
                          
                          
                          (578,135
                          )
                          
                          
                          (80,906
                          )Total
      Stockholders’ Deficit
                          
                          
                          (189,542
                          )
                          
                          
                          (53,858
                          )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                          
                          $
                          295,403
                          
                          
                          $
                          30,843
 
 The
accompanying notes are an integral part of the financial statements
  F-2
  SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF OPERATIONS
 FOR
THE YEARS ENDED DECEMBER 31, 2007 and 2006
 
 2007
                          
                          
                          2006
                            (Restated)NET
      REVENUE
                          
                          $
                          35,294
                          
                          
                          $
                          116,971OPERATING
      EXPENSES
                          
                          
                          608,550
                          
                          
                          
                          167,016LOSS
      FROM OPERATIONS
                          
                          
                          (573,256
                          )
                          
                          
                          (50,045
                          )OTHER
      INCOME (EXPENSE)
                          
                          
                          69,727
                          
                          
                          
                          31,374LOSS
      PRIOR TO PROVISION FOR INCOME TAXES
                          
                          
                          (503,529
                          )
                          
                          
                          (18,671
                          )PROVISION
      (BENEFIT) FOR INCOME TAXES
                          
                          
                          6,300
                          
                          
                          
                          (6,300
                          )NET
      LOSS
                          
                          $
                          (497,229
                          )
                          
                          $
                          (12,371
                          )WEIGHTED
      AVERAGE NUMBERS OF SHARES OUTSTANDING: BASIC AND DILUTED
                          
                          
                          3,082,978
                          
                          
                          
                          2,908,841NET
      LOSS PER SHARE: BASIC AND DILUTED
                          
                          $
                          (0.16
                          )
                          
                          $
                          (0.00
                          )
 
 The
accompanying notes are an integral part of the financial statements
  F-3
  SPECIALIZED
SERVICES, INC.
 STATEMENT
OF STOCKHOLDERS’ DEFICIT
 AS
OF DECEMBER 31, 2007
 
 Common Stock
                          
                          
                          Additional
                            Paid in
                          
                          
                          AccumulatedShares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          Deficit
                          
                          
                          TotalBeginning
      balance, January 1, 2005
                          
                          
                          900,000
                          
                          
                          $
                          3,000
                          
                          
                          $
                          21,948
                          
                          
                          $
                          (72,879
                          )
                          
                          $
                          (45,931
                          )Adjustment
      for stock split
                          
                          
                          -
                          
                          
                          
                          (2,100
                          )
                          
                          
                          2,100
                          
                          
                          
                          -
                          
                          
                          
                          -Shares
      issued
                          
                          
                          1,299,800
                          
                          
                          
                          1,300
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,300Distribution
      to shareholders
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (2,000
                          )
                          
                          
                          (2,000
                          )Net
      income for the year ended December 31, 2005
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          6,344
                          
                          
                          
                          6,344Balance,
      December 31, 2005
                          
                          
                          2,199,800
                          
                          
                          
                          2,200
                          
                          
                          
                          24,048
                          
                          
                          
                          (68,535
                          )
                          
                          
                          (42,287
                          )Shares
      issued
                          
                          
                          800,000
                          
                          
                          
                          800
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          800Net
      loss for the year ended December 31, 2006
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (12,371
                          )
                          
                          
                          (12,371
                          )Balance,
      December 31, 2006
                          
                          
                          2,999,800
                          
                          
                          
                          3,000
                          
                          
                          
                          24,048
                          
                          
                          
                          (80,906
                          )
                          
                          
                          (53,858
                          )Shares
      issued
                          
                          
                          856,900
                          
                          
                          
                          857
                          
                          
                          
                          360,688
                          
                          
                          
                          -
                          
                          
                          
                          361,545Stock
      split, 1 to 10
                          
                          
                          -
                          
                          
                          
                          (3,471
                          )
                          
                          
                          3,471
                          
                          
                          
                          -
                          
                          
                          
                          0Net
      loss for the year ended December 31, 2007
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (497,229
                          )
                          
                          
                          (497,229
                          )Balance,
      December 31, 2007
                          
                          
                          3,856,700
                          
                          
                          $
                          386
                          
                          
                          $
                          388,207
                          
                          
                          $
                          (578,135
                          )
                          
                          $
                          (189,542
                          )
  The
accompanying notes are an integral part of the financial statements
  F-4
  SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF CASH FLOWS
 FOR
THE YEARS ENDED DECEMBER 31, 2007 and 2006
 
 2007
                          
                          
                          2006CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss for the year
                          
                          $
                          (497,229
                          )
                          
                          $
                          (12,371
                          )Adjustments
      to reconcile net (loss) to cash provided by operating
      activities:Depreciation
      and amortization
                          
                          
                          30,277
                          
                          
                          
                          163Common
      stock issued for services
                          
                          
                          193,045Changes
      in assets and liabilities:Decrease
      in accounts receivable
                          
                          
                          11,114
                          
                          
                          
                          9,484(Increase)
      decrease in deferred taxes
                          
                          
                          6,300
                          
                          
                          
                          (6,300
                          )(Increase)
      in security deposits
                          
                          
                          (1,314
                          )
                          
                          
                          0Increase
      in account payable
                          
                          
                          5,919
                          
                          
                          
                          0Increase
      (decrease) in accrued expenses and taxes
                          
                          
                          122,624
                          
                          
                          
                          (6,001
                          )NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                          
                          
                          (129,264
                          )
                          
                          
                          (15,025
                          )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock
                          
                          
                          0
                          
                          
                          
                          800Borrowings
      from line of credit
                          
                          
                          5,000
                          
                          
                          
                          13,461Repayment
      of loan payable – related party
                          
                          
                          (5,000
                          )
                          
                          
                          0Net
      proceeds received on sale – leaseback of equipment
                          
                          
                          149,180
                          
                          
                          
                          0Payments
      on leases payable
                          
                          
                          (16,760
                          )
                          
                          
                          0NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                          
                          
                          132,420
                          
                          
                          
                          14,261NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                          
                          
                          3,156
                          
                          
                          
                          (764
                          )CASH
      AND CASH EQUIVALENTS – BEGINNING
                          
                          
                          4,523
                          
                          
                          
                          5,287CASH
      AND CASH EQUIVALENTS – ENDING
                          
                          $
                          7,679
                          
                          
                          $
                          4,523SUPPLEMENTAL
      CASH FLOW INFORMATION:Cash
      paid for interest
                          
                          $
                          12,417
                          
                          
                          $
                          4,526Cash
      paid for income taxes
                          
                          $
                          0
                          
                          
                          $
                          0SUPPLEMENTAL
      NON-CASH TRANSACTIONS:Property
      and equipment acquired  with capital leases
                          
                          $
                          178,500
                          
                          
                          $
                          0Stock
      issued in connection with sale – leaseback of equipment
                          
                          $
                          168,500
                          
                          
                          $
                          0Leases
      payable recorded in connection with sale – leaseback of
      equipment
                          
                          $
                          289,607
                          
                          
                          $
                          0Prepaid
      interest recorded in connection with sale – leaseback of
      equipment
                          
                          $
                          122,981
                          
                          
                          $
                          0
 
 The
accompanying notes are an integral part of the financial statements
  F-5
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of
Business
 Specialized
Services, Inc. (“the
Company”) was incorporated in Michigan in January, 1988. The Company
aggregates (bundles) fuel products and services, and delivers these products and
services to customers in a way that reduces the customers’ costs. In addition
the Company has a competitive local exchange carrier license to provide
telecommunications services to companies.
 
 On
October 5, 2005, the Company entered into an Agreement and Plan of Merger with
and into Fifth Avenue Acquisition II Corp., a public shell company, with an
effective date of October 6, 2005. The Company is the successor reporting
company.
 
 Basis of
Accounting
 The
Company uses the accrual basis of accounting for financial statement reporting.
Accordingly, revenues are recognized when products are delivered and services
are rendered, and expenses are recognized when the obligation is incurred. The
reported net revenues figure represents the total amount of fuel and
telecommunications products and services that were purchased from the Company
during the year by its customers, net of the Company’s cost of sales, as
required under EITF 99-19 (ASC 605-45).  See Note 10.
 
 Cash and Cash
Equivalents
 The
Company considers certificates of deposit and other highly liquid investments
with original maturities of three months or less to be cash
equivalents.
 
 Property and
Equipment
 Property
and equipment are recorded at cost. Depreciation expense is computed using
straight-line methods over the estimated useful life of each asset. See Note
2.
 
 Fair Value of Financial
Instruments
 The
Company’s financial instruments consist of cash and cash equivalents. The
carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial
statements.
 
 Income
Taxes
 The
Company, with the consent of its stockholders, had elected to be taxed as an S
Corporation under the provisions of the Internal Revenue Code for periods prior
to 2005. Instead of paying federal corporate income taxes, the stockholders of
an S Corporation are taxed individually on their proportionate share of the
Company’s taxable income.
 
 In 2005,
the Company revoked its S-election and began paying tax as a C-corporation.
Income taxes are accounted for under the assets and liability
method.  Deferred  tax  assets  and  liabilities
are recognized for  the  estimated future tax consequences
attributable  to differences between the financial statement carrying
amounts of existing  assets  and  liabilities and
their respective  tax  bases and operating loss and tax
credit  carry  forwards. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled. See Note
5.
 
 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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
 
 Income Per
Share
 Income
per share has been calculated based on the weighted average number of shares of
common stock outstanding during the period.
  F-6
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Concentrations of Credit
Risk
 The
Company maintains its cash in bank deposit accounts, the balances of which at
times may exceed federally insured limits. The Company continually monitors its
banking relationships and consequently has not experienced any losses in such
accounts. The Company believes it is not exposed to any significant credit risk
on cash and cash equivalents.
 
 In
addition, the Company extends credit to customers in the normal course of
business. The Company monitors the account receivable balances and does not
expect significant collection problems.
 
 NOTE
2 – PROPERTY AND EQUIPMENT
 
 Property
and equipment consisted of the following at December 31, 2007 and
2006:
 
 2007
                            
                            
                            2006Machinery
      and equipment
                            
                            $
                            365,402
                            
                            
                            $
                            186,902Furniture
      and fixtures
                            
                            
                            25,793
                            
                            
                            
                            25,793Transportation
      equipment
                            
                            
                            21,494
                            
                            
                            
                            21,494Subtotal
                            
                            
                            412,689
                            
                            
                            
                            234,189Less:
      Accumulated depreciation
                            
                            
                            (248,741
                            )
                            
                            
                            (234,189
                            )Property
      and equipment, net
                            
                            $
                            163,948
                            
                            
                            $
                            0
 
 NOTE
3 – LOANS PAYABLE – RELATED PARTIES
 
 Loans
payable to related parties are due to officers for funds advanced to the Company
for working capital and are non-interest bearing and due upon
demand.
 
 NOTE
4 – LINE OF CREDIT PAYABLE
 
 The
Company has a $100,000 unsecured line of credit available with First Place Bank,
which is payable upon demand. The officers personally guarantee borrowings under
this line of credit. At December 31, 2007 and 2006, $54,083 and $49,083,
respectively, was owed under this line of credit. Interest rates fluctuate based
on the prime rate plus 3.25%. The rates in effect at December 31, 2007 and 2006
were 10.5% and 11.5%, respectively.
 
 NOTE
5 – INCOME TAXES
 
 For the
period ended December 31, 2007, the Company has incurred net losses and,
therefore, has no tax liability. The net operating loss carry-forward is
approximately $196,500 at December 31, 2007, can be carried forward and applied
against future taxable income and used to reduce income taxes owed, and will
expire in various amounts through the year 2027.
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
 
 December 31, 2007Deferred
      tax asset attributable to:Net
      operating loss carryover
                            
                            $
                            196,500Less:
      valuation allowance
                            
                            
                            (196,500
                            )Net
      deferred tax asset
                            
                            $
                            -
  F-7
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 NOTE
6 – CAPITAL STOCK
 
 In May
2005, the Company changed its corporate bylaws to authorize 100,000,000 shares
of common stock at a par value of $.0001 and 10,000,000 shares of preferred
stock at a par value of $.001. The Company also approved a 3000:1 split for
existing common shareholders.
 
 In June
2005, the Company created an employee incentive plan and issued 900,000 common
shares to the plan. The Company also issued 9,000,000 shares to a company that
will be providing services to it.
 
 In August
2005, the Company issued 2,000,000 common shares to three entities that provide
services to the Company.
 
 In
October 2005, the Company entered into a merger agreement with Fifth Avenue
Acquisition II, Inc. and issued 366,000 common shares to each of the three
principals of that entity.
 
 In
January 2006, the Company issued 4,000,000 common shares to an individual for
services to be rendered.
 
 In
February 2006, the Company issued 4,000,000 common shares to an entity for
services to be rendered.
 
 During
the year ended December 31, 2007, the Company issued 8,569,000 shares of common
stock for services and in connection with the sale-leaseback of
equipment.  The total value of the shares issued for the services was
$193,045. The value of the shares issued in connection with the sale-leaseback
of equipment was $168,500.
 
 On
October 8, 2007, the Company approved a 1 to 10 reverse stock split. Shares
outstanding, average weighted shares outstanding, and loss per share have been
adjusted to reflect this split.
 
 There
were 3,856,700 shares of common stock outstanding as December 31,
2007.
 
 There
were no preferred shares issued and outstanding at December 31, 2007 and
2006.
 
 NOTE
7 – OPERATING LEASE
 
 The
company rents its operating facilities under a 5 year operating lease dated
October 1, 2003. The future minimum rental payments due under this lease were as
follows at December 31, 2007:
 
 December
      31, 2008
                              
                              $
                              39,552Total
                              
                              $
                              39,552
 
 NOTE
8 – CAPITAL LEASES
 
 The
Company sold and leased back equipment during the year ended December 31,
2007.  The Company entered into five capital lease
agreements.  All of the leases are for a term of 60 months with
varying interest rates. The entire amount of interest due over the term of the
leases has been capitalized as prepaid interest and is being amortized over the
lease term. The future minimum rental payments due under this lease were as
follows at December 31, 2007:
 
 December
      31, 2008
                            
                            $
                            57,9212009
                            
                            
                            57,9212010
                            
                            
                            57,9212011
                            
                            
                            57,9212012
                            
                            
                            38,615Total
                            
                            $
                            270,299
  F-8
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 NOTE
9 – RECENT ACCOUNTING PRONOUNCEMENTS
 
 In May
2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent
Events”.  Companies are now required to disclose the date through
which subsequent events have been evaluated by management. Public entities (as
defined) must conduct the evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for this evaluation. SFAS
165 (ASC 855-10) provides that financial statements are considered “issued” when
they are widely distributed for general use and reliance in a form and format
that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and
annual periods ending after June 15, 2009 and must be applied
prospectively.
 
 In June
2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” or ASC
105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of
authoritative accounting principles recognized by the FASB to be applied by all
nongovernmental entities in the preparation of financial statements in
conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for
financial statements issued for fiscal years ending on or after September 15,
2009 and interim periods within those fiscal years. The adoption of SFAS 168
(ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations
or financial condition. The Codification did not change GAAP, however, it did
change the way GAAP is organized and presented.
 
 As a
result, these changes impact how companies reference GAAP in their financial
statements and in their significant accounting policies. The Company implemented
the Codification in this Report by providing references to the Codification
topics alongside references to the corresponding standards.
 
 With the
exception of the pronouncements noted above, no other accounting standards or
interpretations issued or recently adopted are expected to have a material
impact on the Company’s financial position, operations or cash
flows.
 
 NOTE
10 – RESTATEMENT
 
 In its
2006 Statement of Operations, the Company presented its gross revenues and
direct costs, rather than presenting them on a net basis as required by EITF
99-19 (ASC 605-45).  The Company has restated its 2006 revenues in
these financial statements to present them on a net basis, as
follows:
 
 AsPreviouslyStated
                            
                            
                            AsRestated
                            
                            
                            EffectofRestatementGross
      Billings
                            
                            $
                            20,092,577
                            
                            
                            
                            -
                            
                            
                            $
                            (20,092,577
                            )Direct
      Costs
                            
                            $
                            19,975,606
                            
                            
                            
                            -
                            
                            
                            $
                            (19,975,606
                            )Net
      Revenues
                            
                            $
                            116,971
                            
                            
                            $
                            116,971
                            
                            
                            $
                            0
 
 NOTE
11 – NET REVENUE
 
 Net
Revenue for 2007 of $35,294 was comprised of gross billings of $15,104,770 less
direct costs of $15,069,476.  Net revenue for 2006 of $116,971 was
comprised of gross billings of $20,092,577 less direct costs of
$19,975,606.
 
 NOTE
12 – SUBSEQUENT EVENTS
 
 On
January 16, 2010, the Company and certain of its controlling shareholders
entered into an Agreement and Plan of Merger with Joule Energy,
LLC.  The Merger is expected to close during the first quarter of
2011.
 
 The
Company has analyzed its operations subsequent to December 31, 2007 to October
18, 2010, the date these financial statements were issued, and has determined
that it does not have any other material subsequent events to disclose in these
financial statements.
  F-9
  SPECIALIZED
SERVICES, INC.
 
 FINANCIAL
STATEMENTS
 
 DECEMBER
31, 2008
  
 
 SPECIALIZED
SERVICES, INC.
 
 FINANCIAL
STATEMENTS
 
 DECEMBER
31, 2008
 
 TABLE
OF CONTENTS
 
 Report
      of Independent Registered Public Accounting Firm
                          F-1Balance
      Sheets at December 31, 2008 and 2007
                          F-2Statements
      of Operations for the Years EndedDecember
      31, 2008 and 2007
                          F-3Statement
      of Stockholders’ Deficit as of December 31, 2008
                          F-4Statements
      of Cash Flows for the Years EndedDecember
      31, 2008 and 2007
                          F-5Notes
      to the Financial Statements
                          F-6
      – F-9
  
 
 Silberstein Ungar, PLLCCPAs and Business
      Advisors
 Phone
(248) 203-0080
 Fax (248)
281-0940
 30600
Telegraph Road, Suite 2175
 Bingham
Farms, MI 48025-4586
 www.sucpas.com
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors
 Specialized
Services, Inc.
 Southfield,
Michigan
 
 We have
audited the accompanying balance sheets of Specialized Services, Inc., as of
December 31, 2008 and 2007, and the related statements of operations,
stockholders’ deficit, and cash flows for the years then ended.  These
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company has determined that it is not required to have, nor were we engaged to
perform, an audit of its internal control over financial
reporting.  Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit includes examining on a test basis, evidence supporting the amounts and
disclosures in the 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 audits provide 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 Specialized Services, Inc., as of
December 31, 2008 and 2007 and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
  /s/ Silberstein Ungar,
  PLLCSilberstein
      Ungar, PLLCBingham
      Farms, MichiganOctober
      18, 2010
  F-1
 
 SPECIALIZED
SERVICES, INC.
 BALANCE
SHEETS
 AS
OF DECEMBER 31, 2008 AND 2007
 
 2008
                                                
                                                
                                                2007ASSETSCurrent
      AssetsCash
      and cash equivalents
                                                
                                                $
                                                3,661
                                                
                                                
                                                $
                                                7,679Accounts
      receivable
                                                
                                                
                                                76,835
                                                
                                                
                                                
                                                10,811Prepaid
      interest
                                                
                                                
                                                66,531
                                                
                                                
                                                
                                                107,256Total
      Current Assets
                                                
                                                
                                                147,027
                                                
                                                
                                                
                                                125,746PROPERTY
      AND EQUIPMENT, net
                                                
                                                
                                                128,248
                                                
                                                
                                                
                                                163,948Other
      AssetsDeposits
                                                
                                                
                                                0
                                                
                                                
                                                
                                                5,709TOTAL
      ASSETS
                                                
                                                $
                                                275,275
                                                
                                                
                                                $
                                                295,403LIABILITIES
      AND STOCKHOLDERS’ DEFICITLIABILITIESCurrent
      LiabilitiesAccounts
      payable
                                                
                                                $
                                                28,486
                                                
                                                
                                                $
                                                5,919Accrued
      expenses and taxes
                                                
                                                
                                                206,057
                                                
                                                
                                                
                                                147,692Leases
      payable – current portion
                                                
                                                
                                                102,060
                                                
                                                
                                                
                                                57,921Loan
      payable – related party
                                                
                                                
                                                5,550
                                                
                                                
                                                
                                                5,550Line
      of credit
                                                
                                                
                                                58,793
                                                
                                                
                                                
                                                54,803Total
      Current Liabilities
                                                
                                                
                                                400,946
                                                
                                                
                                                
                                                271,885Long-Term
      LiabilitiesLeases
      payable
                                                
                                                
                                                164,793
                                                
                                                
                                                
                                                213,060TOTAL
      LIABILITIES
                                                
                                                
                                                565,739
                                                
                                                
                                                
                                                484,945STOCKHOLDERS’
      DEFICITCapital
      stock, $0.005 par value, 100,000,000 shares authorized, 473,341 and 77,134
      shares issued and outstanding as of December 31, 2009 and 2008,
      respectively
                                                
                                                
                                                47
                                                
                                                
                                                
                                                386Additional
      paid in capital
                                                
                                                
                                                408,872
                                                
                                                
                                                
                                                388,207Accumulated
      deficit
                                                
                                                
                                                (699,383
                                                )
                                                
                                                
                                                (578,135
                                                )Total
      Stockholders’ Deficit
                                                
                                                
                                                (290,464
                                                )
                                                
                                                
                                                (189,542
                                                )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                                
                                                $
                                                275,275
                                                
                                                
                                                $
                                                295,403
 
 The
accompanying notes are an integral part of the financial
statements
  F-2
 
 SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF OPERATIONS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 
 2008
                        
                        
                        2007NET
      REVENUE
                        
                        $
                        145,720
                        
                        
                        $
                        35,294OPERATING
      EXPENSES
                        
                        
                        277,988
                        
                        
                        
                        608,550LOSS
      FROM OPERATIONS
                        
                        
                        (132,268
                        )
                        
                        
                        (573,256
                        )OTHER
      INCOME (EXPENSE)
                        
                        
                        11,020
                        
                        
                        
                        69,727LOSS
      PRIOR TO PROVISION FOR INCOME TAXES
                        
                        
                        (121,248
                        )
                        
                        
                        (503,529
                        )PROVISION
      (BENEFIT) FOR INCOME TAXES
                        
                        
                        0
                        
                        
                        
                        6,300NET
      LOSS
                        
                        $
                        (121,248
                        )
                        
                        $
                        (497,229
                        )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
                        
                        
                        108,564
                        
                        
                        
                        61,660NET
      LOSS PER SHARE: BASIC AND DILUTED
                        
                        $
                        (1.12
                        )
                        
                        $
                        (8.06
                        )
 
 The
accompanying notes are an integral part of the financial
statements
  F-3
 
 SPECIALIZED
SERVICES, INC.
 STATEMENT
OF STOCKHOLDERS’ DEFICIT
 AS
OF DECEMBER 31, 2008
 
 Common Stock
                        
                        
                        Additional
                          Paid in
                        
                        
                        AccumulatedShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Deficit
                        
                        
                        TotalBeginning
      balance, January 1, 2005
                        
                        
                        18,000
                        
                        
                        $
                        3,000
                        
                        
                        $
                        21,948
                        
                        
                        $
                        (72,879
                        )
                        
                        $
                        (45,931
                        )Adjustment
      for stock split
                        
                        
                        -
                        
                        
                        
                        (2,100
                        )
                        
                        
                        2,100
                        
                        
                        
                        -
                        
                        
                        
                        -Shares
      issued
                        
                        
                        25,996
                        
                        
                        
                        1,300
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,300Distribution
      to shareholders
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (2,000
                        )
                        
                        
                        (2,000
                        )Net
      income for the year ended December 31, 2005
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,344
                        
                        
                        
                        6,344Balance,
      December 31, 2005
                        
                        
                        43,996
                        
                        
                        
                        2,200
                        
                        
                        
                        24,048
                        
                        
                        
                        (68,535
                        )
                        
                        
                        (42,287
                        )Shares
      issued
                        
                        
                        16,000
                        
                        
                        
                        800
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        800Net
      loss for the year ended December 31, 2006
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (12,371
                        )
                        
                        
                        (12,371
                        )Balance,
      December 31, 2006
                        
                        
                        59,996
                        
                        
                        
                        3,000
                        
                        
                        
                        24,048
                        
                        
                        
                        (80,906
                        )
                        
                        
                        (53,858
                        )Shares
      issued
                        
                        
                        17,138
                        
                        
                        
                        857
                        
                        
                        
                        360,688
                        
                        
                        
                        -
                        
                        
                        
                        361,545Stock
      split 1 to 10
                        
                        
                        -
                        
                        
                        
                        (3,471
                        )
                        
                        
                        3,471
                        
                        
                        
                        -
                        
                        
                        
                        0Net
      loss for the year ended December 31, 2007
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (497,229
                        )
                        
                        
                        (497,229
                        )Balance,
      December 31, 2007
                        
                        
                        77,134
                        
                        
                        
                        386
                        
                        
                        
                        388,207
                        
                        
                        
                        (578,135
                        )
                        
                        
                        (189,542
                        )Shares
      issued for services
                        
                        
                        400,800
                        
                        
                        
                        2,004
                        
                        
                        
                        18,322
                        
                        
                        
                        -
                        
                        
                        
                        20,326Stock
      split, 1 to 50
                        
                        
                        -
                        
                        
                        
                        (2,342
                        )
                        
                        
                        2,342
                        
                        
                        
                        -
                        
                        
                        
                        -Outstanding
      share correction
                        
                        
                        (4,593
                        )
                        
                        
                        (1
                        )
                        
                        
                        1
                        
                        
                        
                        -
                        
                        
                        
                        -Net
      loss for the year ended December 31, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (121,248
                        )
                        
                        
                        (121,248
                        )Balance,
      December 31, 2008
                        
                        
                        473,341
                        
                        
                        $
                        47
                        
                        
                        $
                        408,872
                        
                        
                        $
                        (699,383
                        )
                        
                        $
                        (290,464
                        )
  The
accompanying notes are an integral part of the financial
statements
  F-4
 
 SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF CASH FLOWS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 
 2008
                        
                        
                        2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss for the year
                        
                        $
                        (121,248
                        )
                        
                        $
                        (497,229
                        )Adjustments
      to reconcile net (loss) to cash provided by operating
      activities:Depreciation
      and amortization
                        
                        
                        76,425
                        
                        
                        
                        30,277Common
      stock issued for services
                        
                        
                        20,326
                        
                        
                        
                        193,045Changes
      in assets and liabilities:(Increase)
      decrease in accounts receivable
                        
                        
                        (66,024
                        )
                        
                        
                        11,114(Increase)
      decrease in deferred taxes
                        
                        
                        0
                        
                        
                        
                        6,300(Increase)
      decrease in security deposits
                        
                        
                        5,709
                        
                        
                        
                        (1,314
                        )Increase
      in account payable
                        
                        
                        22,567
                        
                        
                        
                        5,919Increase
      (decrease) in accrued expenses and taxes
                        
                        
                        58,365
                        
                        
                        
                        122,624NET
      CASH USED IN OPERATING ACTIVITIES
                        
                        
                        (3,880
                        )
                        
                        
                        (129,264
                        )CASH
      FLOWS FROM FINANCING ACTIVITIES:Borrowings
      from line of credit
                        
                        
                        8,883
                        
                        
                        
                        5,000Payment
      on line of credit
                        
                        
                        (4,893
                        )
                        
                        
                        0Repayment
      of loan payable – related party
                        
                        
                        0
                        
                        
                        
                        (5,000
                        )Net
      proceeds received on sale – leaseback of equipment
                        
                        
                        0
                        
                        
                        
                        149,180Payments
      on leases payable
                        
                        
                        (4,128
                        )
                        
                        
                        (16,760
                        )NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                        
                        
                        (138
                        )
                        
                        
                        132,420NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                        
                        
                        (4,018
                        )
                        
                        
                        3,156CASH
      AND CASH EQUIVALENTS – BEGINNING
                        
                        
                        7,679
                        
                        
                        
                        4,523CASH
      AND CASH EQUIVALENTS – ENDING
                        
                        $
                        3,661
                        
                        
                        $
                        7,679SUPPLEMENTAL
      CASH FLOW INFORMATION:Cash
      paid for interest
                        
                        $
                        5,438
                        
                        
                        $
                        12,417Cash
      paid for income taxes
                        
                        $
                        0
                        
                        
                        $
                        0SUPPLEMENTAL
      NON-CASH TRANSACTIONS:Property
      and equipment acquired  with capital leases
                        
                        $
                        0
                        
                        
                        $
                        178,500Stock
      issued in connection with sale – leaseback of equipment
                        
                        $
                        0
                        
                        
                        $
                        168,500Leases
      payable recorded in connection with sale – leaseback of
      equipment
                        
                        $
                        0
                        
                        
                        $
                        289,607Prepaid
      interest recorded in connection with sale – leaseback of
      equipment
                        
                        $
                        0
                        
                        
                        $
                        122,981
 
 The
accompanying notes are an integral part of the financial
statements
  F-5
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of
Business
 Specialized
Services, Inc. (“the
Company”) was incorporated in Michigan in January, 1988. The Company
aggregates (bundles) fuel products and services, and delivers these products and
services to customers in a way that reduces the customers’ costs. In addition
the Company has a competitive local exchange carrier license to provide
telecommunications services to companies.
 
 On
October 5, 2005, the Company entered into an Agreement and Plan of Merger with
and into Fifth Avenue Acquisition II Corp., a public shell company, with an
effective date of October 6, 2005. The Company is the successor reporting
company.
 
 Basis of
Accounting
 The
Company uses the accrual basis of accounting for financial statement reporting.
Accordingly, revenues are recognized when products are delivered and services
are rendered, and expenses are recognized when the obligation is incurred. The
reported net revenues figure represents the total amount of fuel and
telecommunications products and services that were purchased from the Company
during the year by its customers, net of the Company’s cost of sales, as
required under EITF 99-19 (ASC 605-45).  See Note 9.
 
 Cash and Cash
Equivalents
 The
Company considers certificates of deposit and other highly liquid investments
with original maturities of three months or less to be cash
equivalents.
 
 Property and
Equipment
 Property
and equipment are recorded at cost. Depreciation expense is computed using
straight-line methods over the estimated useful life of each asset. See Note
2.
 
 Fair Value of Financial
Instruments
 The
Company’s financial instruments consist of cash and cash equivalents. The
carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial
statements.
 
 Income
Taxes
 The
Company, with the consent of its stockholders, had elected to be taxed as an S
Corporation under the provisions of the Internal Revenue Code for periods prior
to 2005. Instead of paying federal corporate income taxes, the stockholders of
an S Corporation are taxed individually on their proportionate share of the
Company’s taxable income.
 
 In 2005,
the Company revoked its S-election and began paying tax as a C-corporation.
Income taxes are accounted for under the assets and liability
method.  Deferred  tax  assets  and  liabilities
are recognized for  the  estimated future tax consequences
attributable  to differences between the financial statement carrying
amounts of existing  assets  and  liabilities and
their respective  tax  bases and operating loss and tax
credit  carry  forwards. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled. See Note
5.
 
 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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
 
 Loss Per
Share
 Loss per
share has been calculated based on the weighted average number of shares of
common stock outstanding during the period.  See Note
6.
  F-6
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Concentrations of Credit
Risk
 The
Company maintains its cash in bank deposit accounts, the balances of which at
times may exceed federally insured limits. The Company continually monitors its
banking relationships and consequently has not experienced any losses in such
accounts. The Company believes it is not exposed to any significant credit risk
on cash and cash equivalents.
 
 In
addition, the Company extends credit to customers in the normal course of
business. The Company monitors the account receivable balances and does not
expect significant collection problems.
 
 Recent Accounting
Pronouncements
 In May
2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent
Events”.  Companies are now required to disclose the date through
which subsequent events have been evaluated by management. Public entities (as
defined) must conduct the evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for this evaluation. SFAS
165 (ASC 855-10) provides that financial statements are considered “issued” when
they are widely distributed for general use and reliance in a form and format
that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and
annual periods ending after June 15, 2009 and must be applied
prospectively.
 
 In June
2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” or ASC
105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of
authoritative accounting principles recognized by the FASB to be applied by all
nongovernmental entities in the preparation of financial statements in
conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for
financial statements issued for fiscal years ending on or after September 15,
2009 and interim periods within those fiscal years. The adoption of SFAS 168
(ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations
or financial condition. The Codification did not change GAAP, however, it did
change the way GAAP is organized and presented.
 
 As a
result, these changes impact how companies reference GAAP in their financial
statements and in their significant accounting policies. The Company implemented
the Codification in this Report by providing references to the Codification
topics alongside references to the corresponding standards.
 
 With the
exception of the pronouncements noted above, no other accounting standards or
interpretations issued or recently adopted are expected to have a material
impact on the Company’s financial position, operations or cash
flows.
 
 NOTE
2 – PROPERTY AND EQUIPMENT
 
 Property
and equipment consisted of the following at December 31, 2008 and
2007:
 
 2008
                          
                          
                          2007Machinery
      and equipment
                          
                          $
                          365,402
                          
                          
                          $
                          365,402Furniture
      and fixtures
                          
                          
                          25,793
                          
                          
                          
                          25,793Transportation
      equipment
                          
                          
                          21,494
                          
                          
                          
                          21,494Subtotal
                          
                          
                          412,689
                          
                          
                          
                          412,689Less:
      Accumulated depreciation
                          
                          
                          (284,441
                          )
                          
                          
                          (248,741
                          )Property
      and equipment, net
                          
                          $
                          128,248
                          
                          
                          $
                          163,948
 
 NOTE
3 – LOANS PAYABLE – RELATED PARTIES
 
 Loans
payable to related parties are due to officers for funds advanced to the Company
for working capital and are non-interest bearing and due upon
demand.
  F-7
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 NOTE
4 – LINE OF CREDIT PAYABLE
 
 The
Company has a $100,000 unsecured line of credit available with First Place Bank,
which is payable upon demand. The officers personally guarantee borrowings under
this line of credit. At December 31, 2008 and 2007, $58,793 and $54,083,
respectively, was owed under this line of credit. Interest rates fluctuate based
on the prime rate plus 3.25%. The rates in effect at December 31, 2008 and 2007
were 6.5% and 10.5%, respectively.
 
 NOTE
5 – INCOME TAXES
 
 For the
period ended December 31, 2008, the Company has incurred net losses and,
therefore, has no tax liability. The net operating loss carry-forward is
approximately $700,000 at December 31, 2008, can be carried forward and applied
against future taxable income and used to reduce income taxes owed, and will
expire in various amounts through the year 2028.
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
 
 December 31,
                            2008Deferred
      tax asset attributable to:Net
      operating loss carryover
                          
                          $
                          238,000Less:
      valuation allowance
                          
                          
                          (238,000
                          )Net
      deferred tax asset
                          
                          $
                          -
 
 NOTE
6 – CAPITAL STOCK
 
 During
the year ended December 31, 2007, the Company issued 8,569,000 shares of common
stock for services and in connection with the sale-leaseback of
equipment.  The total value of the shares issued for the services was
$193,045. The value of the shares issued in connection with the sale-leaseback
of equipment was $168,500.
 
 On
October 8, 2007, the Company approved a 1 to 10 reverse stock split. Shares
outstanding, average weighted shares outstanding, and loss per share have been
adjusted to reflect this split.
 
 During
the year ended December 31, 2008, there were 20,040,000 shares of common stock
issued for services valued at $20,326.
 
 On
December 20, 2008 the Company executed a 1 to 50 stock split.  Shares
outstanding, average weighted shares outstanding, and loss per share have been
adjusted to reflect this split.
 
 There
were 473,341 shares of common stock outstanding as December 31,
2008.
 
 There
were no preferred shares issued and outstanding at December 31,
2008.
 
 NOTE
7 – OPERATING LEASE
 
 The
company rented its operating facilities under a 5 year operating lease dated
October 1, 2003. The Company moved out of the facility as of October
2008.  Subsequently, the Company neither owns nor leases any real
property as of December 31, 2008. An officer has provided office services
without charge.  There is no obligation for the officer to continue
this arrangement.  Such costs are immaterial to the financial
statements and accordingly are not reflected herein.  The officers and
directors are involved in other business activities and most likely will become
involved in other business activities in the future.
  F-8
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 NOTE
8 – CAPITAL LEASES
 
 The
Company sold and leased back equipment during the year ended December 31,
2007.  The Company entered into five capital lease
agreements.  All of the leases are for a term of 60 months with
varying interest rates. The entire amount of interest due over the term of the
leases has been capitalized as prepaid interest and is being amortized over the
lease term. The future minimum rental payments due under this lease were as
follows at December 31, 2008:
 
 December
      31, 2009
                          
                          $
                          102,0602010
                          
                          
                          57,9212011
                          
                          
                          57,9212012
                          
                          
                          48,951Total
                          
                          $
                          266,853
 
 NOTE
9 – NET REVENUE
 
 Net
Revenue for 2008 of $145,720 was comprised of gross billings of $10,547,202 less
direct costs of $10,401,482.  Net Revenue for 2007 of $35,294 was
comprised of gross billings of $15,104,770 less direct costs of
$15,069,476.
 
 NOTE
10 – SUBSEQUENT EVENTS
 
 On
January 16, 2010, the Company and certain of its controlling shareholders
entered into an Agreement and Plan of Merger with Joule Energy,
LLC.  The Merger is expected to close during the first quarter of
2011.
 
 The
Company has analyzed its operations subsequent to December 31, 2008 to October
18, 2010, the date these financial statements were issued, and has determined
that it does not have any other material subsequent events to disclose in these
financial statements.
  F-9
  SPECIALIZED
SERVICES, INC.
 BALANCE
SHEETS
 AS
OF MARCH 31, 2008 (UNAUDITED) AND DECEMBER 31, 2007 (AUDITED)
 
 March 31,
                          2008
                          (Unaudited)
                        
                        
                        December
                          31, 2007
                          (Audited)ASSETSCurrent
      AssetsCash
                        
                        $
                        4,839
                        
                        
                        $
                        7,679Accounts
      receivable, net
                        
                        
                        71,783
                        
                        
                        
                        10,811Prepaid
      interest
                        
                        
                        96,167
                        
                        
                        
                        107,256Total
      Current Assets
                        
                        
                        172,789
                        
                        
                        
                        125,746Property
      and Equipment, Net
                        
                        
                        155,023
                        
                        
                        
                        163,948Other
      AssetsDeposits
                        
                        
                        5,709
                        
                        
                        
                        5,709TOTAL
      ASSETS
                        
                        $
                        333,521
                        
                        
                        $
                        295,403LIABILITIES
      AND STOCKHOLDERS’ DEFICITLIABILITIESCurrent
      LiabilitiesAccounts
      payable
                        
                        $
                        7,651
                        
                        
                        $
                        5,919Accrued
      expenses and taxes
                        
                        
                        184,816
                        
                        
                        
                        147,692Leases
      payable – current portion
                        
                        
                        59,652
                        
                        
                        
                        57,921Loans
      payable – related party
                        
                        
                        5,550
                        
                        
                        
                        5,550Line
      of credit
                        
                        
                        63,660
                        
                        
                        
                        54,803Total
      Current Liabilities
                        
                        
                        321,329
                        
                        
                        
                        271,885Long
      – Term LiabilitiesLeases
      payable
                        
                        
                        208,233
                        
                        
                        
                        213,060Total
      Liabilities
                        
                        
                        529,562
                        
                        
                        
                        484,945STOCKHOLDERS’
      DEFICITCommon
      Stock – $.0001 par value, 100,000,000 shares authorized; 23,896,700 and
      3,856,700 shares issued and outstanding
                        
                        
                        2,390
                        
                        
                        
                        386Additional
      paid-in capital
                        
                        
                        406,529
                        
                        
                        
                        388,207Accumulated
      deficit
                        
                        
                        (604,960
                        )
                        
                        
                        (578,135
                        )Total
      Stockholders’ Deficit
                        
                        
                        (196,041
                        )
                        
                        
                        (189,542
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                        
                        $
                        333,521
                        
                        
                        $
                        295,403
 
 The
accompanying notes are an integral part of the financial
statements.
  F-1
  SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF OPERATIONS (UNAUDITED)
 FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
 
 Three months
                          ended March 31,
                          2008
                        
                        
                        Three months
                          ended March 31,
                          2007
                          (Restated)NET
      REVENUES
                        
                        $
                        76,285
                        
                        
                        $
                        24,033OPERATING
      EXPENSES
                        
                        
                        114,125
                        
                        
                        
                        78,371LOSS
      FROM OPERATIONS
                        
                        
                        (37,840
                        )
                        
                        
                        (54,338
                        )OTHER
      INCOME (EXPENSE)
                        
                        
                        11,015
                        
                        
                        
                        4,549NET
      LOSS BEFORE INCOME TAXES
                        
                        
                        (26,825
                        )
                        
                        
                        (49,789
                        )PROVISION
      FOR INCOME TAXES (BENEFIT)
                        
                        
                        0
                        
                        
                        
                        (14,200
                        )NET
      LOSS
                        
                        $
                        (26,825
                        )
                        
                        $
                        (35,589
                        )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
                        
                        
                        6,499,337
                        
                        
                        
                        3,058,467NET
      LOSS PER SHARE: BASIC AND DILUTED
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.01
                        )
 
 The
accompanying notes are an integral part of the financial
statements.
  F-2
  SPECIALIZED
SERVICES, INC.
 STATEMENT
OF STOCKHOLDERS’ DEFICIT (UNAUDITED)
 AS
OF MARCH 31, 2008
 
 Common Stock
                        
                        
                        Additional
                          Paid in
                        
                        
                        AccumulatedShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Deficit
                        
                        
                        TotalBeginning
      balance, January 1, 2005
                        
                        
                        900,000
                        
                        
                        $
                        3,000
                        
                        
                        $
                        21,948
                        
                        
                        $
                        (72,879
                        )
                        
                        $
                        (45,931
                        )Adjustment
      for stock split
                        
                        
                        -
                        
                        
                        
                        (2,100
                        )
                        
                        
                        2,100
                        
                        
                        
                        -
                        
                        
                        
                        -Shares
      issued
                        
                        
                        1,299,800
                        
                        
                        
                        1,300
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,300Distribution
      to shareholders
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (2,000
                        )
                        
                        
                        (2,000
                        )Net
      income for the year ended December 31, 2005
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,344
                        
                        
                        
                        6,344Balance,
      December 31, 2005
                        
                        
                        2,199,800
                        
                        
                        
                        2,200
                        
                        
                        
                        24,048
                        
                        
                        
                        (68,535
                        )
                        
                        
                        (42,287
                        )Shares
      issued
                        
                        
                        800,000
                        
                        
                        
                        800
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        800Net
      loss for the year ended December 31, 2006
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (12,371
                        )
                        
                        
                        (12,371
                        )Balance,
      December 31, 2006
                        
                        
                        2,999,800
                        
                        
                        
                        3,000
                        
                        
                        
                        24,048
                        
                        
                        
                        (80,906
                        )
                        
                        
                        (53,858
                        )Shares
      issued
                        
                        
                        856,900
                        
                        
                        
                        857
                        
                        
                        
                        360,688
                        
                        
                        
                        -
                        
                        
                        
                        361,545Stock
      split, 1 to 10
                        
                        
                        -
                        
                        
                        
                        (3,471
                        )
                        
                        
                        3,471
                        
                        
                        
                        -
                        
                        
                        
                        0Net
      loss for the year ended December 31, 2007
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (497,229
                        )
                        
                        
                        (497,229
                        )Balance,
      December 31, 2007
                        
                        
                        3,856,700
                        
                        
                        
                        386
                        
                        
                        
                        388,207
                        
                        
                        
                        (578,135
                        )
                        
                        
                        (189,542
                        )Shares
      issued for services
                        
                        
                        20,040,000
                        
                        
                        
                        2,004
                        
                        
                        
                        18,322
                        
                        
                        
                        -
                        
                        
                        
                        20,326Net
      loss for the three months ended March 31, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (26,825
                        )
                        
                        
                        (26,835
                        )Balance,
      March 31, 2008
                        
                        
                        23,896,700
                        
                        
                        $
                        2,390
                        
                        
                        $
                        406,529
                        
                        
                        $
                        (604,960
                        )
                        
                        $
                        (196,041
                        )
  The
accompanying notes are an integral part of the financial
statements.
  F-3
  SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF CASH FLOWS (UNAUDITED)
 FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
  Three
                          months
                          ended
                          March 31,
                          2008
                        
                        
                        Three
                          months
                          ended
                          March 31,
                          2007Cash
      Flows from Operating Activities:Net
      loss for the period
                        
                        
                        (26,825
                        )
                        
                        
                        (35,589
                        )Adjustments
      to Reconcile Net Loss to Net Cash Provided by Operating
      Activities:Depreciation
      and amortization
                        
                        
                        20,014
                        
                        
                        
                        0Stock
      issued for services
                        
                        
                        20,326
                        
                        
                        
                        11,000Changes
      in Assets and Liabilities(Increase)
      decrease in accounts receivable
                        
                        
                        (60,972
                        )
                        
                        
                        586(Increase)
      in deferred taxes
                        
                        
                        0
                        
                        
                        
                        (14,200
                        )Increase
      in accounts payable
                        
                        
                        1,732
                        
                        
                        
                        0Increase
      in accrued expenses and taxes
                        
                        
                        37,124
                        
                        
                        
                        44,141Net
      Cash Provided by (Used in) Operating Activities
                        
                        
                        (8,601
                        )
                        
                        
                        5,938Cash
      Flows from Financing Activities:Repayment
      of line of credit
                        
                        
                        0
                        
                        
                        
                        (6,474
                        )Borrowings
      on line of credit
                        
                        
                        8,857
                        
                        
                        
                        4,998Payments
      on leases payable
                        
                        
                        (3,096
                        )
                        
                        
                        0Net
      Cash (Used in) Financing Activities
                        
                        
                        5,761
                        
                        
                        
                        (1,476
                        )Net
      Increase in Cash and Cash Equivalents
                        
                        
                        (2,840
                        )
                        
                        
                        4,462Cash
      and Cash Equivalents – Beginning
                        
                        
                        7,679
                        
                        
                        
                        4,523Cash
      and Cash Equivalents – Ending
                        
                        $
                        4,839
                        
                        
                        $
                        8,985Supplemental
      Cash Flow Information:Cash
      paid for interest
                        
                        $
                        1,546
                        
                        
                        $
                        1,384Cash
      paid for income taxes
                        
                        $
                        0
                        
                        
                        $
                        0
 
 The
accompanying notes are an integral part of the financial
statements.
  F-4
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 MARCH
31, 2008
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of
Business
 Specialized
Services, Inc. (“the
Company”) was incorporated in Michigan in January, 1988. The Company
aggregates (bundles) fuel products and services, and delivers these products and
services to customers in a way that reduces the customers’ costs. In addition
the Company has a competitive local exchange carrier license to provide
telecommunications services to companies.
 
 On
October 5, 2005, the Company entered into an Agreement and Plan of Merger with
and into Fifth Avenue Acquisition II Corp., a public shell company, with an
effective date of October 6, 2005. The Company is the successor reporting
company.
 
 Basis of
Accounting
 The
Company uses the accrual basis of accounting for financial statement reporting.
Accordingly, revenues are recognized when products are delivered and services
are rendered, and expenses are recognized when the obligation is incurred. The
reported net revenues figure represents the total amount of fuel and
telecommunications products and services that were purchased from the Company
during the period by its customers, net of the Company’s cost of sales, as
required under EITF 99-19 (ASC 605-45).  See Note 10.
 
 Basic of
Presentation
 Certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. We believe that the disclosures are adequate to
make the financial information presented not misleading. These condensed
financial statements should be read in conjunction with the audited financial
statements and the notes thereto for the year ended December 31, 2007. All
adjustments were of a normal recurring nature unless otherwise disclosed. In the
opinion of management, all adjustments necessary for a fair statement of the
results of operations for the interim period have been included. The results of
operations for such interim periods are not necessarily indicative of the
results for the full year.
 
 Cash and Cash
Equivalents
 The
Company considers certificates of deposit and other highly liquid investments
with original maturities of three months or less to be cash
equivalents.
 
 Property and
Equipment
 Property
and equipment are recorded at cost. Depreciation expense is computed using
straight-line methods over the estimated useful life of each asset. See Note
2.
 
 Fair Value of Financial
Instruments
 The
Company’s financial instruments consist of cash and cash equivalents. The
carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial
statements.
 
 Income Per
Share
 Income
per share has been calculated based on the weighted average number of shares of
common stock outstanding during the period.
  F-5
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 MARCH
31, 2008
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Income
Taxes
 The
Company, with the consent of its stockholders, had elected to be taxed as an S
Corporation under the provisions of the Internal Revenue Code for periods prior
to 2005. Instead of paying federal corporate income taxes, the stockholders of
an S Corporation are taxed individually on their proportionate share of the
Company’s taxable income.
 
 In 2005,
the Company revoked its S-election and began paying tax as a C-corporation.
Income taxes are accounted for under the assets and liability
method.  Deferred  tax  assets  and  liabilities
are recognized for the estimated future tax consequences
attributable  to differences between the financial statement carrying
amounts of existing  assets  and  liabilities and
their respective  tax  bases and operating loss and tax
credit  carry  forwards. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled. See Note
5.
 
 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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
 
 Concentrations of Credit
Risk
 The
Company maintains its cash in bank deposit accounts, the balances of which at
times may exceed federally insured limits. The Company continually monitors its
banking relationships and consequently has not experienced any losses in such
accounts. The Company believes it is not exposed to any significant credit risk
on cash and cash equivalents.
 
 In
addition, the Company extends credit to customers in the normal course of
business. The Company monitors the account receivable balances and does not
expect significant collection problems.
 
 Recent Accounting
Pronouncements
 In May
2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent
Events”.  Companies are now required to disclose the date through
which subsequent events have been evaluated by management. Public entities (as
defined) must conduct the evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for this evaluation. SFAS
165 (ASC 855-10) provides that financial statements are considered “issued” when
they are widely distributed for general use and reliance in a form and format
that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and
annual periods ending after June 15, 2009 and must be applied
prospectively.
  F-6
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 MARCH
31, 2008
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Accounting
Pronouncements
 In June
2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” or ASC
105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of
authoritative accounting principles recognized by the FASB to be applied by all
nongovernmental entities in the preparation of financial statements in
conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for
financial statements issued for fiscal years ending on or after September 15,
2009 and interim periods within those fiscal years. The adoption of SFAS 168
(ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations
or financial condition. The Codification did not change GAAP, however, it did
change the way GAAP is organized and presented.
 
 As a
result, these changes impact how companies reference GAAP in their financial
statements and in their significant accounting policies. The Company implemented
the Codification in this Report by providing references to the Codification
topics alongside references to the corresponding standards.
 
 With the
exception of the pronouncements noted above, no other accounting standards or
interpretations issued or recently adopted are expected to have a material
impact on the Company’s financial position, operations or cash
flows.
 
 NOTE
2 – PROPERTY AND EQUIPMENT
 
 Property
and equipment consisted of the following at March 31, 2008 and December 31,
2007:
 
 March 31,
                            2008
                          
                          
                          December
                            31, 2007Machinery
      and equipment
                          
                          $
                          365,402
                          
                          
                          $
                          365,402Furniture
      and fixtures
                          
                          
                          25,793
                          
                          
                          
                          25,793Transportation
      equipment
                          
                          
                          21,494
                          
                          
                          
                          21,494Subtotal
                          
                          
                          412,689
                          
                          
                          
                          412,689Less:
      Accumulated depreciation
                          
                          
                          (257,666
                          )
                          
                          
                          (248,741
                          )Property
      and equipment, net
                          
                          $
                          155,023
                          
                          
                          $
                          163,948
 
 NOTE
3 – LOANS PAYABLE – RELATED PARTIES
 
 Loans
payable to related parties are due to officers for funds advanced to the Company
for working capital and are non-interest bearing and due upon demand. There was
$5,550 due to a related party as of March 31, 2008 and December 31,
2007.
 
 NOTE
4 – LINE OF CREDIT PAYABLE
 
 The
Company has a $100,000 unsecured line of credit available with First Place Bank,
which is payable upon demand. The officers personally guarantee borrowings under
this line of credit. At March 31, 2008 and December 31, 2007, $63,660 and
$54,803, respectively, was owed under this line of credit. Interest rates
fluctuate based on the prime rate plus 3.25%. The rates in effect at March 31,
2008 and December 31, 2007 were 10.5% and 10.5%, respectively.
  F-7
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 MARCH
31, 2008
 
 NOTE
5 – INCOME TAXES
 
 For the
period ended March 31, 2008, the Company has incurred net losses and, therefore,
has no tax liability. The net operating loss carry-forward is approximately
$205,700 at March 31,2008, can be carried forward and applied against future
taxable income and used to reduce income taxes owed, and will expire in various
amounts through the year 2027.
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
 
 March 31,
                            2008
                          
                          
                          December
                            31, 2007Deferred
      tax asset attributable to:Net
      operating loss carryover
                          
                          $
                          205,700
                          
                          
                          $
                          196,500Less:
      valuation allowance
                          
                          
                          (205,700
                          )
                          
                          
                          (196,500
                          )Net
      deferred tax asset
                          
                          $
                          -
                          
                          
                          $
                          -
 
 NOTE
6 – CAPITAL STOCK
 
 During
the year ended December 31, 2007, the Company issued 8,569,000 shares of common
stock for services and in connection with the sale-leaseback of
equipment.  The total value of the shares issued for the services was
$193,045. The value of the shares issued in connection with the sale-leaseback
of equipment was $168,500.
 
 On
October 8, 2007, the Company approved a 1 to 10 reverse stock split. Shares
outstanding, average weighted shares outstanding, and loss per share have been
adjusted to reflect this split.
 
 During
the three months ended March 31, 2008, there were 20,040,000 shares of common
stock issued for services valued at $20,326.
 
 There
were 23,896,700 shares of common stock outstanding as March 31,
2008.
 
 There
were no preferred shares issued and outstanding at March 31, 2008.
 
 NOTE
7 – OPERATING LEASE
 
 The
company rents its operating facilities under a 5 year operating lease dated
October 1, 2003. The future minimum rental payments due under this lease were as
follows at December 31, 2007:
 
 December
      31, 2009
                          
                          $
                          39,235Total
                          
                          $
                          39,235
  F-8
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 MARCH
31, 2008
  NOTE
8 – CAPITAL LEASES
 
 The
Company sold and leased back equipment during the year ended December 31,
2007.  The Company entered into five capital lease
agreements.  All of the leases are for a term of 60 months with
varying interest rates. The entire amount of interest due over the term of the
leases has been capitalized as prepaid interest and is being amortized over the
lease term. The future minimum rental payments due under this lease were as
follows at March 31, 2008:
 
 March
      31, 2009
                          
                          $
                          59,6522010
                          
                          
                          57,9212011
                          
                          
                          57,9212012
                          
                          
                          57,9212013
                          
                          
                          34,470Total
                          
                          $
                          267,885
 
 NOTE
9 – RESTATEMENT
 
 In its
March 31, 2007 Statement of Operations, the Company presented its gross revenues
and direct costs, rather than presenting them on a net basis as required by EITF
99-19 (ASC 605-45).  The Company has restated its March 31, 2007
revenues in these financial statements to present them on a net basis, as
follows:
 
 AsPreviouslyStated
                          
                          
                          AsRestated
                          
                          
                          EffectofRestatementGross
      Billings
                          
                          $
                          4,680,862
                          
                          
                          
                          -
                          
                          
                          $
                          (4,680,862
                          )Direct
      Costs
                          
                          $
                          4,656,829
                          
                          
                          
                          -
                          
                          
                          $
                          (4,656,829
                          )Net
      Revenues
                          
                          $
                          24,033
                          
                          
                          $
                          24,033
                          
                          
                          $
                          0
 
 NOTE
10 – NET REVENUE
 
 Net
Revenue for the three months ended March 31, 2008 of $76,285 was comprised of
gross billings of $2,630,631 less direct costs of $2,554,346.  Net
revenue for the three months ended March 31, 2007 of $24,033 was comprised of
gross billings of $4,680,865 less direct costs of $4,656,829.
 
 NOTE
11 – SUBSEQUENT EVENTS
 
 On
January 16, 2010, the Company and certain of its controlling shareholders
entered into an Agreement and Plan of Merger with Joule Energy,
LLC.  The Merger is expected to close during the first quarter of
2011.
 
 The
Company has analyzed its operations subsequent to March 31, 2008 to October 18,
2010, the date these financial statements were issued, and has determined that
it does not have any other material subsequent events to disclose in these
financial statements.
  F-9
  SPECIALIZED
SERVICES, INC.
 BALANCE
SHEETS
 AS
OF JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007 (AUDITED)
 
 June 30,
                          2008
                          (Unaudited)
                        
                        
                        December
                          31, 2007
                          (Audited)ASSETSCurrent
      AssetsCash
                        
                        $
                        2,583
                        
                        
                        $
                        7,679Accounts
      receivable, net
                        
                        
                        74,647
                        
                        
                        
                        10,811Prepaid
      interest
                        
                        
                        85,684
                        
                        
                        
                        107,256Total
      Current Assets
                        
                        
                        162,914
                        
                        
                        
                        125,746Property
      and Equipment, Net
                        
                        
                        146,098
                        
                        
                        
                        163,948Other
      AssetsDeposits
                        
                        
                        5,709
                        
                        
                        
                        5,709TOTAL
      ASSETS
                        
                        $
                        314,721
                        
                        
                        $
                        295,403LIABILITIES
      AND STOCKHOLDERS’ DEFICITLIABILITIESCurrent
      LiabilitiesAccounts
      payable
                        
                        $
                        10,424
                        
                        
                        $
                        5,919Accrued
      expenses and taxes
                        
                        
                        198,882
                        
                        
                        
                        147,692Leases
      payable – current portion
                        
                        
                        73,100
                        
                        
                        
                        57,921Loans
      payable – related party
                        
                        
                        5,550
                        
                        
                        
                        5,550Line
      of credit
                        
                        
                        63,686
                        
                        
                        
                        54,803Total
      Current Liabilities
                        
                        
                        351,642
                        
                        
                        
                        271,885Long
      – Term LiabilitiesLeases
      payable
                        
                        
                        193,753
                        
                        
                        
                        213,060TOTAL
      LIABILITIES
                        
                        
                        545,395
                        
                        
                        
                        484,945STOCKHOLDERS’
      DEFICITCommon
      Stock – $.0001 par value, 100,000,000 shares authorized; 23,896,700 and
      3,856,700 shares issued and outstanding
                        
                        
                        2,390
                        
                        
                        
                        386Additional
      paid-in capital
                        
                        
                        406,529
                        
                        
                        
                        388,207Accumulated
      deficit
                        
                        
                        (639,593
                        )
                        
                        
                        (578,135
                        )TOTAL
      STOCKHOLDERS’ DEFICIT
                        
                        
                        (230,674
                        )
                        
                        
                        (189,542
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                        
                        $
                        314,721
                        
                        
                        $
                        295,403
 
 The
accompanying notes are an integral part of the financial
statements.
  F-1
  SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF OPERATIONS (UNAUDITED)
 FOR
THE SIX AND THREE MONTHS ENDED JUNE 30, 2008 AND 2007
 
 Six months
                          ended June 30,
                          2008
                          (Unaudited)
                        
                        
                        Six months
                          ended June 30,
                          2007
                          (Unaudited)
                        
                        
                        Three months
                          ended June 30,
                          2008
                          (Unaudited)
                        
                        
                        Three months
                          ended June 30,
                          2007
                          (Unaudited)NET
      REVENUES
                        
                        $
                        102,588
                        
                        
                        $
                        175,564
                        
                        
                        $
                        26,302
                        
                        
                        $
                        151,531OPERATING
      EXPENSES
                        
                        
                        175,061
                        
                        
                        
                        513,610
                        
                        
                        
                        60,936
                        
                        
                        
                        435,239LOSS
      FROM OPERATIONS
                        
                        
                        (72,473
                        )
                        
                        
                        (338,046
                        )
                        
                        
                        (34,634
                        )
                        
                        
                        (283,708
                        )OTHER
      INCOME (EXPENSE)
                        
                        
                        11,015
                        
                        
                        
                        (2,950
                        )
                        
                        
                        0
                        
                        
                        
                        (7,499
                        )NET
      LOSS BEFORE INCOME TAXES
                        
                        
                        (61,458
                        )
                        
                        
                        (340,996
                        )
                        
                        
                        (34,634
                        )
                        
                        
                        (291,207
                        )PROVISION
      FOR INCOME TAXES
                        
                        
                        0
                        
                        
                        
                        6,300
                        
                        
                        
                        0
                        
                        
                        
                        20,500NET
      LOSS
                        
                        $
                        (61,458
                        )
                        
                        $
                        (347,296
                        )
                        
                        $
                        (34,634
                        )
                        
                        $
                        (311,707
                        )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
                        
                        
                        15,198,019
                        
                        
                        
                        3,173,364
                        
                        
                        
                        23,896,700
                        
                        
                        
                        3,287,000NET
      LOSS PER SHARE: BASIC AND DILUTED
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.11
                        )
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.09
                        )
 
 The
accompanying notes are an integral part of the financial
statements.
  F-2
  SPECIALIZED
SERVICES, INC.
 STATEMENT
OF STOCKHOLDERS’ EQUITY (UNAUDITED)
 AS
OF JUNE 30, 2008
 
 Common Stock
                        
                        
                        Additional
                          Paid in
                        
                        
                        AccumulatedShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Deficit
                        
                        
                        TotalBeginning
      balance, January 1, 2005
                        
                        
                        900,000
                        
                        
                        $
                        3,000
                        
                        
                        $
                        21,948
                        
                        
                        $
                        (72,879
                        )
                        
                        $
                        (45,931
                        )Adjustment
      for stock split
                        
                        
                        -
                        
                        
                        
                        (2,100
                        )
                        
                        
                        2,100
                        
                        
                        
                        -
                        
                        
                        
                        -Shares
      issued
                        
                        
                        1,299,800
                        
                        
                        
                        1,300
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,300Distribution
      to shareholders
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (2,000
                        )
                        
                        
                        (2,000
                        )Net
      income for the year ended December 31, 2005
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,344
                        
                        
                        
                        6,344Balance,
      December 31, 2005
                        
                        
                        2,199,800
                        
                        
                        
                        2,200
                        
                        
                        
                        24,048
                        
                        
                        
                        (68,535
                        )
                        
                        
                        (42,287
                        )Shares
      issued
                        
                        
                        800,000
                        
                        
                        
                        800
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        800Net
      loss for the year ended December 31, 2006
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (12,371
                        )
                        
                        
                        (12,371
                        )Balance,
      December 31, 2006
                        
                        
                        2,999,800
                        
                        
                        
                        3,000
                        
                        
                        
                        24,048
                        
                        
                        
                        (80,906
                        )
                        
                        
                        (53,858
                        )Shares
      issued
                        
                        
                        856,900
                        
                        
                        
                        857
                        
                        
                        
                        360,688
                        
                        
                        
                        -
                        
                        
                        
                        361,545Stock
      split, 1 to 10
                        
                        
                        -
                        
                        
                        
                        (3,471
                        )
                        
                        
                        3,471Net
      loss for the year ended December 31, 2007
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (497,229
                        )
                        
                        
                        (497,229
                        )Balance,
      December 31, 2007
                        
                        
                        3,856,700
                        
                        
                        
                        386
                        
                        
                        
                        388,207
                        
                        
                        
                        (578,135
                        )
                        
                        
                        (189,542
                        )Shares
      issued for services
                        
                        
                        20,040,000
                        
                        
                        
                        2,004
                        
                        
                        
                        18,322
                        
                        
                        
                        -
                        
                        
                        
                        20,326Net
      loss for the six months ended June 30, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (61,458
                        )
                        
                        
                        (61,458
                        )Balance,
      June 30, 2008
                        
                        
                        23,896,700
                        
                        
                        $
                        2,390
                        
                        
                        $
                        406,529
                        
                        
                        $
                        (639,593
                        )
                        
                        $
                        (230,674
                        )
  The
accompanying notes are an integral part of the financial
statements.
  F-3
  SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF CASH FLOWS (UNAUDITED)
 FOR
THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
  Six months
                            ended June
                            30, 2008
                            (Unaudited)
                          
                          
                          Six months
                            ended June
                            30, 2007
                            (Unaudited)Cash
      Flows from Operating ActivitiesNet
      loss for the period
                          
                          $
                          (61,458
                          )
                          
                          $
                          (347,296
                          )Adjustments
      to Reconcile Net Loss to Net Cash Provided by Operating
      Activities:Depreciation
      and amortization
                          
                          
                          39,422
                          
                          
                          
                          0Stock
      issued for services
                          
                          
                          20,326
                          
                          
                          
                          193,020Changes
      in Assets and Liabilities(Increase)
      decrease in accounts receivable
                          
                          
                          (63,836
                          )
                          
                          
                          5,930(Increase)
      in deferred taxes
                          
                          
                          0
                          
                          
                          
                          6,300Increase
      in accounts payable
                          
                          
                          4,505
                          
                          
                          
                          0Increase
      in accrued expenses and taxes
                          
                          
                          51,190
                          
                          
                          
                          136,485Net
      Cash Used in Operating Activities
                          
                          
                          (9,851
                          )
                          
                          
                          (5,561
                          )Cash
      Flows from Financing ActivitiesRepayment
      of line of credit
                          
                          
                          0
                          
                          
                          
                          0Borrowings
      on line of credit
                          
                          
                          8,883
                          
                          
                          
                          9,303Payments
      on leases payable
                          
                          
                          (4,128
                          )
                          
                          
                          (5,000
                          )Net
      Cash Provided by Financing Activities
                          
                          
                          4,755
                          
                          
                          
                          4,303Net
      Increase in Cash and Cash Equivalents
                          
                          
                          (5,096
                          )
                          
                          
                          (1,258
                          )Cash
      and Cash Equivalents – Beginning
                          
                          
                          7,679
                          
                          
                          
                          4,523Cash
      and Cash Equivalents – Ending
                          
                          $
                          2,583
                          
                          
                          $
                          3,265Supplemental
      Cash Flow Information:Cash
      paid for interest
                          
                          $
                          2,934
                          
                          
                          $
                          3,001Cash
      paid for income taxes
                          
                          $
                          0
                          
                          
                          $
                          0
 
 The
accompanying notes are an integral part of the financial
statements.
  F-4
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 JUNE
30, 2008
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of
Business
 Specialized
Services, Inc. (“the
Company”) was incorporated in Michigan in January, 1988. The Company
aggregates (bundles) fuel products and services, and delivers these products and
services to customers in a way that reduces the customers’ costs. In addition
the Company has a competitive local exchange carrier license to provide
telecommunications services to companies.
 
 On
October 5, 2005, the Company entered into an Agreement and Plan of Merger with
and into Fifth Avenue Acquisition II Corp., a public shell company, with an
effective date of October 6, 2005. The Company is the successor reporting
company.
 
 Basis of
Accounting
 The
Company uses the accrual basis of accounting for financial statement reporting.
Accordingly, revenues are recognized when products are delivered and services
are rendered, and expenses are recognized when the obligation is incurred. The
reported net revenues figure represents the total amount of fuel and
telecommunications products and services that were purchased from the Company
during the period by its customers, net of the Company’s cost of sales, as
required under EITF 99-19 (ASC 605-45).  See Note 10.
 
 Basic of
Presentation
 Certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. We believe that the disclosures are adequate to
make the financial information presented not misleading. These condensed
financial statements should be read in conjunction with the audited consolidated
financial statements and the notes thereto for the year ended December 31,
2007. All adjustments were of a normal recurring nature unless otherwise
disclosed. In the opinion of management, all adjustments necessary for a fair
statement of the results of operations for the interim period have been
included. The results of operations for such interim periods are not necessarily
indicative of the results for the full year.
 
 Cash and Cash
Equivalents
 The
Company considers certificates of deposit and other highly liquid investments
with original maturities of three months or less to be cash
equivalents.
 
 Property and
Equipment
 Property
and equipment are recorded at cost. Depreciation expense is computed using
straight-line methods over the estimated useful life of each asset. See Note
2.
 
 Fair Value of Financial
Instruments
 The
Company’s financial instruments consist of cash and cash equivalents. The
carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial
statements.
 
 Income Per
Share
 Income
per share has been calculated based on the weighted average number of shares of
common stock outstanding during the period.
  F-5
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 JUNE
30, 2008
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Income
Taxes
 The
Company, with the consent of its stockholders, had elected to be taxed as an S
Corporation under the provisions of the Internal Revenue Code for periods prior
to 2005. Instead of paying federal corporate income taxes, the stockholders of
an S Corporation are taxed individually on their proportionate share of the
Company’s taxable income.
 
 In 2005,
the Company revoked its S-election and began paying tax as a C-corporation.
Income taxes are accounted for under the assets and liability
method.  Deferred  tax  assets  and  liabilities
are recognized for  the  estimated future tax consequences
attributable  to differences between the financial statement carrying
amounts of existing  assets  and  liabilities and
their respective  tax  bases and operating loss and tax
credit  carry  forwards. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled. See Note
5.
 
 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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
 
 Concentrations of Credit
Risk
 The
Company maintains its cash in bank deposit accounts, the balances of which at
times may exceed federally insured limits. The Company continually monitors its
banking relationships and consequently has not experienced any losses in such
accounts. The Company believes it is not exposed to any significant credit risk
on cash and cash equivalents.
 
 In
addition, the Company extends credit to customers in the normal course of
business. The Company monitors the account receivable balances and does not
expect significant collection problems.
 
 Recent Accounting
Pronouncements
 In May
2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent
Events”.  Companies are now required to disclose the date through
which subsequent events have been evaluated by management. Public entities (as
defined) must conduct the evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for this evaluation. SFAS
165 (ASC 855-10) provides that financial statements are considered “issued” when
they are widely distributed for general use and reliance in a form and format
that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and
annual periods ending after June 15, 2009 and must be applied
prospectively.
  F-6
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 JUNE
30, 2008
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Accounting
Pronouncements
 In June
2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” or ASC
105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of
authoritative accounting principles recognized by the FASB to be applied by all
nongovernmental entities in the preparation of financial statements in
conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for
financial statements issued for fiscal years ending on or after September 15,
2009 and interim periods within those fiscal years. The adoption of SFAS 168
(ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations
or financial condition. The Codification did not change GAAP, however, it did
change the way GAAP is organized and presented.
 
 As a
result, these changes impact how companies reference GAAP in their financial
statements and in their significant accounting policies. The Company implemented
the Codification in this Report by providing references to the Codification
topics alongside references to the corresponding standards.
 
 With the
exception of the pronouncements noted above, no other accounting standards or
interpretations issued or recently adopted are expected to have a material
impact on the Company’s financial position, operations or cash
flows.
 
 NOTE
2 – PROPERTY AND EQUIPMENT
 
 Property
and equipment consisted of the following at June 30, 2008 and December 31,
2007:
 
 June 30,
                            2008
                          
                          
                          December 31,
                            2007Machinery
      and equipment
                          
                          $
                          365,402
                          
                          
                          $
                          365,402Furniture
      and fixtures
                          
                          
                          25,793
                          
                          
                          
                          25,793Transportation
      equipment
                          
                          
                          21,494
                          
                          
                          
                          21,494Subtotal
                          
                          
                          412,689
                          
                          
                          
                          412,689Less:
      Accumulated depreciation
                          
                          
                          (266,591
                          )
                          
                          
                          (248,741
                          )Property
      and equipment, net
                          
                          $
                          146,098
                          
                          
                          $
                          163,948
 
 NOTE
3 – LOANS PAYABLE – RELATED PARTIES
 
 Loans
payable to related parties are due to officers for funds advanced to the Company
for working capital and are non-interest bearing and due upon demand. There was
$5,550 due to a related party as of June 30, 2008 and December 31,
2007.
 
 NOTE
4 – LINE OF CREDIT PAYABLE
 
 The
Company has a $100,000 unsecured line of credit available with First Place Bank,
which is payable upon demand. The officers personally guarantee borrowings under
this line of credit. At June 30, 2008 and December 31, 2007, $63,686 and
$54,083, respectively, was owed under this line of credit. Interest rates
fluctuate based on the prime rate plus 3.25%. The rates in effect at June 30,
2008 and December 31, 2007 were 8.5% and 10.5%, respectively.
  F-7
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 JUNE
30, 2008
 
 NOTE
5 – INCOME TAXES
 
 For the
period ended June 30, 2008, the Company has incurred net losses and, therefore,
has no tax liability. The net operating loss carry-forward is approximately
$217,500 at June 30, 2008, can be carried forward and applied against future
taxable income and used to reduce income taxes owed, and will expire in various
amounts through the year 2027.
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
 
 June 30,
                            2008
                          
                          
                          December
                            31, 2007Deferred
      tax asset attributable to:Net
      operating loss carryover
                          
                          $
                          217,500
                          
                          
                          $
                          196,500Less:
      valuation allowance
                          
                          
                          (217,500
                          )
                          
                          
                          (196,500
                          )Net
      deferred tax asset
                          
                          $
                          -
                          
                          
                          $
                          -
 
 NOTE
6 – CAPITAL STOCK
 
 During
the year ended December 31, 2007, the Company issued 8,569,000 shares of common
stock for services and in connection with the sale-leaseback of
equipment.  The total value of the shares issued for the services was
$193,045. The value of the shares issued in connection with the sale-leaseback
of equipment was $168,500.
 
 On
October 8, 2007, the Company approved a 1 to 10 reverse stock split. Shares
outstanding, average weighted shares outstanding, and loss per share have been
adjusted to reflect this split.
 
 During
the six months ended June 30, 2008, there were 20,040,000 shares of common stock
issued for services valued at $20,326.
 
 There
were 23,896,700 shares of common stock outstanding as June 30,
2008.
 
 There
were no preferred shares issued and outstanding at June 30, 2008.
 
 NOTE
7 – OPERATING LEASE
 
 The
company rents its operating facilities under a 5 year operating lease dated
October 1, 2003. The future minimum rental payments due under this lease were as
follows at December 31, 2007:
 
 December
      31, 2009
                          
                          $
                          20,417Total
                          
                          $
                          20,417
  F-8
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 JUNE
30, 2008
  NOTE
8 – CAPITAL LEASES
 
 The
Company sold and leased back equipment during the year ended December 31,
2007.  The Company entered into five capital lease
agreements.  All of the leases are for a term of 60 months with
varying interest rates. The entire amount of interest due over the term of the
leases has been capitalized as prepaid interest and is being amortized over the
lease term. The future minimum rental payments due under this lease were as
follows at June 30, 2008:
 
 June
      30, 2009
                          
                          $
                          73,1002010
                          
                          
                          57,9212011
                          
                          
                          57,9212012
                          
                          
                          57,9212013
                          
                          
                          19,990Total
                          
                          $
                          266,853
 
 NOTE
9 – RESTATEMENT
 
 In its
June 30, 2007 Statement of Operations, the Company presented its gross revenues
and direct costs, rather than presenting them on a net basis as required by EITF
99-19 (ASC 605-45).  The Company has restated its June 30, 2007
revenues in these financial statements to present them on a net basis, as
follows:
 
 As Previously Stated
                                
                                
                                As Restated
                                
                                
                                Effect of RestatementSix MonthsGross
      Billings
                                
                                $
                                9,955,042
                                
                                
                                
                                -
                                
                                
                                $
                                (9,955,042
                                )Direct
      Costs
                                
                                $
                                9,779,478
                                
                                
                                
                                -
                                
                                
                                $
                                (9,779,478
                                )Net
      Revenues
                                
                                $
                                175,564
                                
                                
                                $
                                175,564
                                
                                
                                $
                                0Three MonthsGross
      Billings
                                
                                $
                                5,274,180
                                
                                
                                
                                -
                                
                                
                                $
                                (5,274,180
                                )Direct
      Costs
                                
                                $
                                5,122,649
                                
                                
                                
                                -
                                
                                
                                $
                                (5,122,649
                                )Net
      Revenues
                                
                                $
                                151,531
                                
                                
                                $
                                151,531
                                
                                
                                $
                                0
 
 NOTE
10 – NET REVENUE
 
 Net
Revenue for the six months ended June 30, 2008 of $102,588 was comprised of
gross billings of $5,825,369 less direct costs of $5,722,781.  Net
revenue for the six months ended June 30, 2007 of $175,564 was comprised of
gross billings of $9,955,042 less direct costs of $9,779,478.
 
 Net
Revenue for the three months ended June 30, 2008 of $26,302 was comprised of
gross billings of $3,194,738 less direct costs of $3,168,436.  Net
revenue for the three months ended June 30, 2007 of $151,531 was comprised of
gross billings of $5,274,180 less direct costs of $5,122,649.
  F-9
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 JUNE
30, 2008
 
 NOTE
11 – SUBSEQUENT EVENTS
 
 On
January 16, 2010, the Company and certain of its controlling shareholders
entered into an Agreement and Plan of Merger with Joule Energy,
LLC.  The Merger is expected to close during the first quarter of
2011.
 
 The
Company has analyzed its operations subsequent to June 30, 2008 to October 18,
2010, the date these financial statements were issued, and has determined that
it does not have any other material subsequent events to disclose in these
financial statements.
  F-10
  SPECIALIZED
SERVICES, INC.
 BALANCE
SHEETS
 AS
OF SEPTEMBER 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007 (AUDITED)
 September
                          30, 2008
                          (Unaudited)
                        
                        
                        December
                          31, 2007
                          (Audited)ASSETSCurrent
      AssetsCash
                        
                        $
                        1,998
                        
                        
                        $
                        7,679Accounts
      receivable, net
                        
                        
                        72,204
                        
                        
                        
                        10,811Prepaid
      interest
                        
                        
                        75,805
                        
                        
                        
                        107,256Total
      Current Assets
                        
                        
                        150,007
                        
                        
                        
                        125,746Property
      and Equipment, Net
                        
                        
                        137,173
                        
                        
                        
                        163,948Other
      AssetsDeposits
                        
                        
                        5,709
                        
                        
                        
                        5,709TOTAL
      ASSETS
                        
                        $
                        292,889
                        
                        
                        $
                        295,403LIABILITIES
      AND STOCKHOLDERS’ DEFICITLIABILITIESCurrent
      LiabilitiesAccounts
      payable
                        
                        $
                        12,018
                        
                        
                        $
                        5,919Accrued
      expenses and taxes
                        
                        
                        200,322
                        
                        
                        
                        147,692Leases
      payable – current portion
                        
                        
                        87,580
                        
                        
                        
                        57,921Loans
      payable – related party
                        
                        
                        5,550
                        
                        
                        
                        5,550Line
      of credit
                        
                        
                        61,240
                        
                        
                        
                        54,803Total
      Current Liabilities
                        
                        
                        366,710
                        
                        
                        
                        271,885Long
      – Term LiabilitiesLeases
      payable
                        
                        
                        179,273
                        
                        
                        
                        213,060TOTAL
      LIABILITIES
                        
                        
                        545,983
                        
                        
                        
                        484,945STOCKHOLDERS’
      DEFICITCommon
      Stock – $.0001 par value, 100,000,000 shares authorized; 23,896,700 and
      3,856,700 shares issued and outstanding
                        
                        
                        2,390
                        
                        
                        
                        386Additional
      paid-in capital
                        
                        
                        406,529
                        
                        
                        
                        388,207Accumulated
      deficit
                        
                        
                        (662,013
                        )
                        
                        
                        (578,135
                        )Total
      STOCKHOLDERS’ DEFICIT
                        
                        
                        (253,094
                        )
                        
                        
                        (189,542
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                        
                        $
                        292,889
                        
                        
                        $
                        295,403
  The
accompanying notes are an integral part of the financial
statements.
  F-1
  SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF OPERATIONS (UNAUDITED)
 FOR
THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
 
 Nine months
                          ended
                          September 30,
                          2008
                          (Unaudited)
                        
                        
                        Nine months
                          ended
                          September 30,
                          2007
                          (Unaudited)
                        
                        
                        Three months
                          ended
                          September 30,
                          2008
                          (Unaudited)
                        
                        
                        Three months
                          ended
                          September 30,
                          2007
                          (Unaudited)NET
      REVENUES
                        
                        $
                        123,768
                        
                        
                        $
                        189,480
                        
                        
                        $
                        21,180
                        
                        
                        $
                        13,916OPERATING
      EXPENSES
                        
                        
                        218,661
                        
                        
                        
                        614,621
                        
                        
                        
                        43,600
                        
                        
                        
                        101,011LOSS
      FROM OPERATIONS
                        
                        
                        (94,893
                        )
                        
                        
                        (425,141
                        )
                        
                        
                        (22,420
                        )
                        
                        
                        (87,095
                        )OTHER
      INCOME (EXPENSE)
                        
                        
                        11,015
                        
                        
                        
                        43,752
                        
                        
                        
                        0
                        
                        
                        
                        46,702NET
      LOSS BEFORE INCOME TAXES
                        
                        
                        (83,878
                        )
                        
                        
                        (381,389
                        )
                        
                        
                        (22,420
                        )
                        
                        
                        (40,393
                        )PROVISION
      FOR INCOME TAXES
                        
                        
                        0
                        
                        
                        
                        6,300
                        
                        
                        
                        0
                        
                        
                        
                        0NET
      LOSS
                        
                        $
                        (83,878
                        )
                        
                        $
                        (387,689
                        )
                        
                        $
                        (22,420
                        )
                        
                        $
                        (40,393
                        )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
                        
                        
                        18,118,744
                        
                        
                        
                        3,368,810
                        
                        
                        
                        23,896,700
                        
                        
                        
                        3,287,000NET
      LOSS PER SHARE: BASIC AND DILUTED
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.11
                        )
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.01
                        )
 
 The
accompanying notes are an integral part of the financial
statements.
  F-2
  SPECIALIZED
SERVICES, INC.
 STATEMENT
OF STOCKHOLDERS’ EQUITY (UNAUDITED)
 AS
OF SEPTEMBER 30, 2008
 
 Common Stock
                        
                        
                        Additional
                          Paid in
                        
                        
                        AccumulatedShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Deficit
                        
                        
                        TotalBeginning
      balance, January 1, 2005
                        
                        
                        900,000
                        
                        
                        $
                        3,000
                        
                        
                        $
                        21,948
                        
                        
                        $
                        (72,879
                        )
                        
                        $
                        (45,931
                        )Adjustment
      for stock split
                        
                        
                        -
                        
                        
                        
                        (2,100
                        )
                        
                        
                        2,100
                        
                        
                        
                        -
                        
                        
                        
                        -Shares
      issued
                        
                        
                        1,299,800
                        
                        
                        
                        1,300
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,300Distribution
      to shareholders
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (2,000
                        )
                        
                        
                        (2,000
                        )Net
      income for the year ended December 31, 2005
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,344
                        
                        
                        
                        6,344Balance,
      December 31, 2005
                        
                        
                        2,199,800
                        
                        
                        
                        2,200
                        
                        
                        
                        24,048
                        
                        
                        
                        (68,535
                        )
                        
                        
                        (42,287
                        )Shares
      issued
                        
                        
                        800,000
                        
                        
                        
                        800
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        800Net
      loss for the year ended December 31, 2006
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (12,371
                        )
                        
                        
                        (12,371
                        )Balance,
      December 31, 2006
                        
                        
                        2,999,800
                        
                        
                        
                        3,000
                        
                        
                        
                        24,048
                        
                        
                        
                        (80,906
                        )
                        
                        
                        (53,858
                        )Shares
      issued
                        
                        
                        856,900
                        
                        
                        
                        857
                        
                        
                        
                        360,688
                        
                        
                        
                        -
                        
                        
                        
                        361,545Stock
      split, 1 to 10
                        
                        
                        -
                        
                        
                        
                        (3,471
                        )
                        
                        
                        3,471
                        
                        
                        
                        -
                        
                        
                        
                        0Net
      loss for the year ended December 31, 2007
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (497,229
                        )
                        
                        
                        (497,229
                        )Balance,
      December 31, 2007
                        
                        
                        3,856,700
                        
                        
                        
                        386
                        
                        
                        
                        388,207
                        
                        
                        
                        (578,135
                        )
                        
                        
                        (189,542
                        )Shares
      issued for services
                        
                        
                        20,040,000
                        
                        
                        
                        2,004
                        
                        
                        
                        18,322
                        
                        
                        
                        -
                        
                        
                        
                        20,326Net
      loss for the nine months ended September 30, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (83,878
                        )
                        
                        
                        (83,878
                        )Balance,
      September 30, 2008
                        
                        
                        23,896,700
                        
                        
                        $
                        2,390
                        
                        
                        $
                        406,529
                        
                        
                        $
                        (662,013
                        )
                        
                        $
                        (253,094
                        )
  The
accompanying notes are an integral part of the financial
statements.
  F-3
  SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF CASH FLOWS (UNAUDITED)
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
 
 Nine
                          months
                          ended
                          September
                          30, 2008
                          (Unaudited)
                        
                        
                        Nine
                          months
                          ended
                          September
                          30, 2007
                          (Unaudited)Cash
      Flows from Operating ActivitiesNet
      loss for the period
                        
                        $
                        (83,878
                        )
                        
                        $
                        (387,689
                        )Adjustments
      to Reconcile Net Loss to Net Cash Provided by Operating
      Activities:Depreciation
      and amortization
                        
                        
                        58,226
                        
                        
                        
                        5,627Stock
      issued for services
                        
                        
                        20,326
                        
                        
                        
                        193,020Changes
      in Assets and Liabilities(Increase)
      decrease in accounts receivable
                        
                        
                        (61,393
                        )
                        
                        
                        (55,672
                        )(Increase)
      in deferred taxes
                        
                        
                        0
                        
                        
                        
                        6,300(Increase)
      in security deposit
                        
                        
                        0
                        
                        
                        
                        (1,314
                        )Increase
      in accounts payable
                        
                        
                        6,099
                        
                        
                        
                        0Increase
      in accrued expenses and taxes
                        
                        
                        52,630
                        
                        
                        
                        118,101Net
      Cash Used in Operating Activities
                        
                        
                        (7,990
                        )
                        
                        
                        (121,627
                        )Cash
      Flows from Investing ActivitiesCash
      paid to acquire equipment
                        
                        
                        0
                        
                        
                        
                        (15,000
                        )Net
      Cash (Used in) Financing Activities
                        
                        
                        0
                        
                        
                        
                        (15,000
                        )Cash
      Flows from Financing ActivitiesRepayment
      of line of credit
                        
                        
                        (2,446
                        )
                        
                        
                        (1,770
                        )Borrowings
      on line of credit
                        
                        
                        8,883
                        
                        
                        
                        9,303Capital
      leases payable
                        
                        
                        0
                        
                        
                        
                        158,763Payments
      on leases payable
                        
                        
                        (4,128
                        )
                        
                        
                        (5,000
                        )Net
      Cash Provided by Financing Activities
                        
                        
                        2,309
                        
                        
                        
                        161,296Net
      Increase (Decrease) in Cash and Cash Equivalents
                        
                        
                        (5,681
                        )
                        
                        
                        24,669Cash
      and Cash Equivalents – Beginning
                        
                        
                        7,679
                        
                        
                        
                        4,523Cash
      and Cash Equivalents – Ending
                        
                        $
                        1,998
                        
                        
                        $
                        29,192Supplemental
      Cash Flow Information:Cash
      paid for interest
                        
                        $
                        4,259
                        
                        
                        $
                        4,699Cash
      paid for income taxes
                        
                        $
                        0
                        
                        
                        $
                        0
 
 The
accompanying notes are an integral part of the financial
statements.
  F-4
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of
Business
 Specialized
Services, Inc. (“the
Company”) was incorporated in Michigan in January, 1988. The Company
aggregates (bundles) fuel products and services, and delivers these products and
services to customers in a way that reduces the customers’ costs. In addition
the Company has a competitive local exchange carrier license to provide
telecommunications services to companies.
 
 On
October 5, 2005, the Company entered into an Agreement and Plan of Merger with
and into Fifth Avenue Acquisition II Corp., a public shell company, with an
effective date of October 6, 2005. The Company is the successor reporting
company.
 
 Basis of
Accounting
 The
Company uses the accrual basis of accounting for financial statement reporting.
Accordingly, revenues are recognized when products are delivered and services
are rendered, and expenses are recognized when the obligation is incurred. The
reported net revenues figure represents the total amount of fuel and
telecommunications products and services that were purchased from the Company
during the period by its customers, net of the Company’s cost of sales, as
required under EITF 99-19 (ASC 605-45).  See Note 10.
 
 Basic of
Presentation
 Certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. We believe that the disclosures are adequate to
make the financial information presented not misleading. These condensed
financial statements should be read in conjunction with the audited consolidated
financial statements and the notes thereto for the year ended December 31,
2007. All adjustments were of a normal recurring nature unless otherwise
disclosed. In the opinion of management, all adjustments necessary for a fair
statement of the results of operations for the interim period have been
included. The results of operations for such interim periods are not necessarily
indicative of the results for the full year.
 
 Cash and Cash
Equivalents
 The
Company considers certificates of deposit and other highly liquid investments
with original maturities of three months or less to be cash
equivalents.
 
 Property and
Equipment
 Property
and equipment are recorded at cost. Depreciation expense is computed using
straight-line methods over the estimated useful life of each asset. See Note
2.
 
 Fair Value of Financial
Instruments
 The
Company’s financial instruments consist of cash and cash equivalents. The
carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial
statements.
 
 Income Per
Share
 Income
per share has been calculated based on the weighted average number of shares of
common stock outstanding during the period.
  F-5
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Income
Taxes
 The
Company, with the consent of its stockholders, had elected to be taxed as an S
Corporation under the provisions of the Internal Revenue Code for periods prior
to 2005. Instead of paying federal corporate income taxes, the stockholders of
an S Corporation are taxed individually on their proportionate share of the
Company’s taxable income.
 
 In 2005,
the Company revoked its S-election and began paying tax as a C-corporation.
Income taxes are accounted for under the assets and liability
method.  Deferred  tax  assets  and  liabilities
are recognized for  the  estimated future tax consequences
attributable  to differences between the financial statement carrying
amounts of existing  assets  and  liabilities and
their respective  tax  bases and operating loss and tax
credit  carry  forwards. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled. See Note
5.
 
 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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
 
 Concentrations of Credit
Risk
 The
Company maintains its cash in bank deposit accounts, the balances of which at
times may exceed federally insured limits. The Company continually monitors its
banking relationships and consequently has not experienced any losses in such
accounts. The Company believes it is not exposed to any significant credit risk
on cash and cash equivalents.
 
 In
addition, the Company extends credit to customers in the normal course of
business. The Company monitors the account receivable balances and does not
expect significant collection problems.
 
 Recent Accounting
Pronouncements
 In May
2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent
Events”.  Companies are now required to disclose the date through
which subsequent events have been evaluated by management. Public entities (as
defined) must conduct the evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for this evaluation. SFAS
165 (ASC 855-10) provides that financial statements are considered “issued” when
they are widely distributed for general use and reliance in a form and format
that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and
annual periods ending after June 15, 2009 and must be applied
prospectively.
  F-6
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Accounting
Pronouncements
 In June
2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” or ASC
105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of
authoritative accounting principles recognized by the FASB to be applied by all
nongovernmental entities in the preparation of financial statements in
conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for
financial statements issued for fiscal years ending on or after September 15,
2009 and interim periods within those fiscal years. The adoption of SFAS 168
(ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations
or financial condition. The Codification did not change GAAP, however, it did
change the way GAAP is organized and presented.
 
 As a
result, these changes impact how companies reference GAAP in their financial
statements and in their significant accounting policies. The Company implemented
the Codification in this Report by providing references to the Codification
topics alongside references to the corresponding standards.
 
 With the
exception of the pronouncements noted above, no other accounting standards or
interpretations issued or recently adopted are expected to have a material
impact on the Company’s financial position, operations or cash
flows.
 
 NOTE
2 – PROPERTY AND EQUIPMENT
 
 Property
and equipment consisted of the following at June 30, 2008 and December 31,
2007:
 
 September
                            30, 2008
                          
                          
                          December
                            31, 2007Machinery
      and equipment
                          
                          $
                          365,402
                          
                          
                          $
                          365,402Furniture
      and fixtures
                          
                          
                          25,793
                          
                          
                          
                          25,793Transportation
      equipment
                          
                          
                          21,494
                          
                          
                          
                          21,494Subtotal
                          
                          
                          412,689
                          
                          
                          
                          412,689Less:
      Accumulated depreciation
                          
                          
                          (275,516
                          )
                          
                          
                          (248,741
                          )Property
      and equipment, net
                          
                          $
                          137,173
                          
                          
                          $
                          163,948
 
 NOTE
3 – LOANS PAYABLE – RELATED PARTIES
 
 Loans
payable to related parties are due to officers for funds advanced to the Company
for working capital and are non-interest bearing and due upon demand. There was
$5,550 due to a related party as of September 30, 2008 and December 31,
2007.
 
 NOTE
4 – LINE OF CREDIT PAYABLE
 
 The
Company has a $100,000 unsecured line of credit available with First Place Bank,
which is payable upon demand. The officers personally guarantee borrowings under
this line of credit. At September 30, 2008 and December 31, 2007, $61,240 and
$54,083, respectively, was owed under this line of credit. Interest rates
fluctuate based on the prime rate plus 3.25%. The rates in effect at September
30, 2008 and December 31, 2007 were 8.5% and 10.5%, respectively.
  F-7
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 
 NOTE
5 – INCOME TAXES
 
 For the
period ended September 30, 2008, the Company has incurred net losses and,
therefore, has no tax liability. The net operating loss carry-forward is
approximately $225,000 at September 30, 2008, can be carried forward and applied
against future taxable income and used to reduce income taxes owed, and will
expire in various amounts through the year 2027.
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
 
 September
                            30, 2008
                          
                          
                          December
                            31, 2007Deferred
      tax asset attributable to:Net
      operating loss carryover
                          
                          $
                          225,000
                          
                          
                          $
                          196,500Less:
      valuation allowance
                          
                          
                          (225,000
                          )
                          
                          
                          (196,500
                          )Net
      deferred tax asset
                          
                          $
                          -
                          
                          
                          $
                          -
 
 NOTE
6 – CAPITAL STOCK
 
 During
the year ended December 31, 2007, the Company issued 8,569,000 shares of common
stock for services and in connection with the sale-leaseback of
equipment.  The total value of the shares issued for the services was
$193,045. The value of the shares issued in connection with the sale-leaseback
of equipment was $168,500.
 
 On
October 8, 2007, the Company approved a 1 to 10 reverse stock split. Shares
outstanding, average weighted shares outstanding, and loss per share have been
adjusted to reflect this split.
 
 During
the nine months ended September 30, 2008, there were 20,040,000 shares of common
stock issued for services valued at $20,326.
 
 There
were 23,896,700 shares of common stock outstanding as September 30,
2008.
 
 There
were no preferred shares issued and outstanding at September 30,
2008.
 
 NOTE
7 – OPERATING LEASE
 
 The
company rents its operating facilities under a 5 year operating lease dated
October 1, 2003. The future minimum rental payments due under this lease were as
follows at September 30, 2008:
 
 December
      31, 2009
                            
                            $
                            20,417Total
                            
                            $
                            20,417
  F-8
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
  NOTE
8 – CAPITAL LEASES
 
 The
Company sold and leased back equipment during the year ended December 31,
2007.  The Company entered into five capital lease
agreements.  All of the leases are for a term of 60 months with
varying interest rates. The entire amount of interest due over the term of the
leases has been capitalized as prepaid interest and is being amortized over the
lease term. The future minimum rental payments due under this lease were as
follows at June 30, 2008:
 
 September
      30, 2009
                              
                              $
                              87,5802010
                              
                              
                              57,9212011
                              
                              
                              57,9212012
                              
                              
                              57,9212013
                              
                              
                              5,510Total
                              
                              $
                              266,853
 
 NOTE
9 – RESTATEMENT
 
 In its
September 30, 2007 Statement of Operations, the Company presented its gross
revenues and direct costs, rather than presenting them on a net basis as
required by EITF 99-19 (ASC 605-45).  The Company has restated its
September 30, 2007 revenues in these financial statements to present them on a
net basis, as follows:
 
 AsPreviouslyStated
                                
                                
                                AsRestated
                                
                                
                                EffectofRestatementNine MonthsGross
      Billings
                                
                                $
                                12,296,488
                                
                                
                                
                                -
                                
                                
                                $
                                (12,296,488
                                )Direct
      Costs
                                
                                $
                                12,107,008
                                
                                
                                
                                -
                                
                                
                                $
                                (12,107,008
                                )Net
      Revenues
                                
                                $
                                189,480
                                
                                
                                $
                                189,480
                                
                                
                                $
                                0Three MonthsGross
      Billings
                                
                                $
                                2,341,446
                                
                                
                                
                                -
                                
                                
                                $
                                (2,341,446
                                )Direct
      Costs
                                
                                $
                                2,327,530
                                
                                
                                
                                -
                                
                                
                                $
                                (2,327,530
                                )Net
      Revenues
                                
                                $
                                13,916
                                
                                
                                $
                                13,916
                                
                                
                                $
                                0
 
 NOTE
10 – NET REVENUE
 
 Net
Revenue for the nine months ended September 30, 2008 of $123,768 was comprised
of gross billings of $8,396,288 less direct costs of $8,272,520.  Net
revenue for the nine months ended September 30, 2007 of $189,480 was comprised
of gross billings of $12,296,488 less direct costs of $12,107,008.
 
 Net
Revenue for the three months ended September 30, 2008 of $21,180 was comprised
of gross billings of $2,570,918 less direct costs of $2,549,738.  Net
revenue for the three months ended September 30, 2007 of $13,916 was comprised
of gross billings of $2,341,446 less direct costs of $2,327,530.
  F-9
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 JUNE
30, 2008
 
 NOTE
11 – SUBSEQUENT EVENTS
 
 On
January 16, 2010, the Company and certain of its controlling shareholders
entered into an Agreement and Plan of Merger with Joule Energy,
LLC.  The Merger is expected to close during the first quarter of
2011.
 
 The
Company has analyzed its operations subsequent to September 30, 2008 to October
18, 2010, the date these financial statements were issued, and has determined
that it does not have any other material subsequent events to disclose in these
financial statements.
  F-10
 SPECIALIZED
SERVICES, INC.
 
 FINANCIAL
STATEMENTS
 
 DECEMBER
31, 2009
  
 
 SPECIALIZED
SERVICES, INC.
 
 FINANCIAL
STATEMENTS
 
 DECEMBER
31, 2009
 
 
 TABLE
OF CONTENTS
  Report
      of Independent Registered Public Accounting Firm
                      F-1Balance
      Sheets at December 31, 2009 and 2008
                      F-2Statements
      of Operations for the Years EndedDecember
      31, 2009 and 2008
                      F-3Statement
      of Stockholders’ Deficit as of December 31, 2009
                      F-4Statements
      of Cash Flows for the Years EndedDecember
      31, 2009 and 2008
                      F-5Notes
      to the Financial Statements
                      F-6
      – F-10
 Silberstein
Ungar, PLLCCPAs and
Business Advisors
 
 Phone
(248) 203-0080
 Fax (248)
281-0940
 30600
Telegraph Road, Suite 2175
 Bingham
Farms, MI 48025-4586
 www.sucpas.com
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors
 Specialized
Services, Inc.
 Southfield,
Michigan
 
 We have
audited the accompanying balance sheets of Specialized Services, Inc., as of
December 31, 2009 and 2008, and the related statements of operations,
stockholders’ deficit, and cash flows for the years then ended.  These
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company has determined that it is not required to have, nor were we engaged to
perform, an audit of its internal control over financial
reporting.  Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit includes examining on a test basis, evidence supporting the amounts and
disclosures in the 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 audits provide 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 Specialized Services, Inc., as of
December 31, 2009 and 2008 and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
 
 /s/ Silberstein Ungar,
PLLC
 Silberstein
Ungar, PLLC
 
 Bingham
Farms, Michigan
 May 25,
2010
  F-1
  SPECIALIZED
SERVICES, INC.
 BALANCE
SHEETS
 AS
OF DECEMBER 31, 2009 AND 2008
 
 ASSETS
                      
                      2009
                      
                      
                      2008Current
      AssetsCash
      and cash equivalents
                      
                      $
                      7,314
                      
                      
                      $
                      3,661Accounts
      receivable
                      
                      
                      77,440
                      
                      
                      
                      76,835Prepaid
      interest
                      
                      
                      35,483
                      
                      
                      
                      66,531Total
      Current Assets
                      
                      
                      120,237
                      
                      
                      
                      147,027PROPERTY
      AND EQUIPMENT, net
                      
                      
                      92,548
                      
                      
                      
                      128,248TOTAL
      ASSETS
                      
                      $
                      212,785
                      
                      
                      $
                      275,275LIABILITIES
      AND STOCKHOLDERS’ DEFICITLIABILITIESCurrent
      LiabilitiesAccounts
      payable
                      
                      $
                      27,818
                      
                      
                      $
                      28,486Accrued
      expenses and taxes
                      
                      
                      202,357
                      
                      
                      
                      206,057Due
      to shareholders
                      
                      
                      2,200
                      
                      
                      
                      0Leases
      payable – current portion
                      
                      
                      160,300
                      
                      
                      
                      102,060Loan
      payable – related party
                      
                      
                      5,768
                      
                      
                      
                      5,550Line
      of credit
                      
                      
                      52,294
                      
                      
                      
                      58,793Total
      Current Liabilities
                      
                      
                      450,737
                      
                      
                      
                      400,946Long-Term
      LiabilitiesLeases
      payable
                      
                      
                      106,553
                      
                      
                      
                      164,793TOTAL
      LIABILITIES
                      
                      
                      557,290
                      
                      
                      
                      565,739STOCKHOLDERS’
      DEFICITCapital
      stock, $0.005 par value, 100,000,000 shares authorized, 1,172,140 and
      1,172,140 shares issued and outstanding as of December 31, 2009 and 2008,
      respectively
                      
                      
                      5,861
                      
                      
                      
                      5,861Additional
      paid in capital
                      
                      
                      403,058
                      
                      
                      
                      403,058Accumulated
      deficit
                      
                      
                      (753,424
                      )
                      
                      
                      (699,383
                      )Total
      Stockholders’ Deficit
                      
                      
                      (344,505
                      )
                      
                      
                      (290,464
                      )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                      
                      $
                      212,785
                      
                      
                      $
                      275,275
 
  The
accompanying notes are an integral part of the financial statements
  F-2
  SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF OPERATIONS
 FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 
 
 2009
                      
                      
                      2008NET
      REVENUE
                      
                      $
                      68,494
                      
                      
                      $
                      145,720OPERATING
      EXPENSES
                      
                      
                      122,570
                      
                      
                      
                      277,988LOSS
      FROM OPERATIONS
                      
                      
                      (54,076
                      )
                      
                      
                      (132,268
                      )OTHER
      INCOME (EXPENSE)
                      
                      
                      35
                      
                      
                      
                      11,020LOSS
      PRIOR TO PROVISION FOR INCOME TAXES
                      
                      
                      (54,041
                      )
                      
                      
                      (121,248
                      )PROVISION
      (BENEFIT) FOR INCOME TAXES
                      
                      
                      0
                      
                      
                      
                      0NET
      LOSS
                      
                      $
                      (54,041
                      )
                      
                      $
                      (121,248
                      )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
                      
                      
                      1,172,140
                      
                      
                      
                      1,085,629NET
      LOSS PER SHARE: BASIC AND DILUTED
                      
                      $
                      (0.05
                      )
                      
                      $
                      (0.11
                      )
 
 
 The
accompanying notes are an integral part of the financial statements
  F-3
  SPECIALIZED
SERVICES, INC.
 STATEMENT
OF STOCKHOLDERS’ DEFICIT
 AS
OF DECEMBER 31, 2009
  
 Common
      Stock
                      
                      
                      Additional
                        Paid
      in
                      
                      
                      AccumulatedShares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Deficit
                      
                      
                      TotalBeginning
      balance, January 1, 2005
                      
                      
                      3,000
                      
                      
                      $
                      3,000
                      
                      
                      $
                      21,948
                      
                      
                      $
                      (72,879
                      )
                      
                      $
                      (45,931
                      )Adjustment
      for stock split
                      
                      
                      8,997,000
                      
                      
                      
                      (2,100
                      )
                      
                      
                      2,100
                      
                      
                      
                      -
                      
                      
                      
                      -Shares
      issued
                      
                      
                      12,998,000
                      
                      
                      
                      1,300
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,300Distribution
      to shareholders
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (2,000
                      )
                      
                      
                      (2,000
                      )Net
      income for the year ended December 31, 2005
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      6,344
                      
                      
                      
                      6,344Balance,
      December 31, 2005
                      
                      
                      21,998,000
                      
                      
                      
                      2,200
                      
                      
                      
                      24,048
                      
                      
                      
                      (68,535
                      )
                      
                      
                      (42,287
                      )Shares
      issued
                      
                      
                      8,000,000
                      
                      
                      
                      800
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      800Net
      loss for the year ended December 31, 2006
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (12,371
                      )
                      
                      
                      (12,371
                      )Balance,
      December 31, 2006
                      
                      
                      29,998,000
                      
                      
                      
                      3,000
                      
                      
                      
                      24,048
                      
                      
                      
                      (80,906
                      )
                      
                      
                      (53,858
                      )Shares
      issued
                      
                      
                      8,569,000
                      
                      
                      
                      857
                      
                      
                      
                      360,688
                      
                      
                      
                      -
                      
                      
                      
                      361,545Net
      loss for the year ended December 31, 2007
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (497,229
                      )
                      
                      
                      (497,229
                      )Balance,
      December 31, 2007
                      
                      
                      38,567,000
                      
                      
                      
                      3,857
                      
                      
                      
                      384,736
                      
                      
                      
                      (578,135
                      )
                      
                      
                      (189,542
                      )Shares
      issued for services
                      
                      
                      20,040,000
                      
                      
                      
                      2,004
                      
                      
                      
                      18,322
                      
                      
                      
                      -
                      
                      
                      
                      20,326Stock
      split, 1 to 50
                      
                      
                      (57,434,860
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
      loss for the year ended December 31, 2008
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (121,248
                      )
                      
                      
                      (121,248
                      )Balance,
      December 31, 2008
                      
                      
                      1,172,140
                      
                      
                      
                      5,861
                      
                      
                      
                      403,058
                      
                      
                      
                      (699,383
                      )
                      
                      
                      (290,464
                      )Net
      loss for the year ended December 31, 2009
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (54,041
                      )
                      
                      
                      (54,041
                      )Balance,
      December 31, 2009
                      
                      
                      1,172,140
                      
                      
                      $
                      5,861
                      
                      
                      $
                      403,058
                      
                      
                      $
                      (753,424
                      )
                      
                      $
                      (344,505
                      )
 
 
 The
accompanying notes are an integral part of the financial statements
  F-4
  SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF CASH FLOWS
 FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
  
 2009
                      
                      
                      2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss for the year
                      
                      $
                      (54,041
                      )
                      
                      $
                      (121,248
                      )Adjustments
      to reconcile net (loss) to cash provided by operating
      activities:Depreciation
      and amortization
                      
                      
                      66,748
                      
                      
                      
                      76,425Common
      stock issued for services
                      
                      
                      0
                      
                      
                      
                      20,326Changes
      in assets and liabilities:(Increase)
      decrease in accounts receivable
                      
                      
                      (605
                      )
                      
                      
                      (66,024
                      )(Increase)
      decrease in security deposits
                      
                      
                      0
                      
                      
                      
                      5,709Increase
      (decrease) in account payable
                      
                      
                      (668
                      )
                      
                      
                      22,567Increase
      (decrease) in accrued expenses and taxes
                      
                      
                      (3,700
                      )
                      
                      
                      58,365Increase
      in due to shareholder
                      
                      
                      2,200
                      
                      
                      
                      0Net
      Cash Provided by (Used in) Operating Activities
                      
                      
                      9,934
                      
                      
                      
                      (3,880
                      )CASH
      FLOWS FROM FINANCING ACTIVITIES:Borrowings
      from line of credit
                      
                      
                      0
                      
                      
                      
                      8,883Payment
      on line of credit
                      
                      
                      (6,499
                      )
                      
                      
                      (4,893
                      )Repayment
      of loan payable – related party
                      
                      
                      (1,000
                      )
                      
                      
                      0Borrowings
      from loan payable – related party
                      
                      
                      1,218
                      
                      
                      
                      0Payments
      on leases payable
                      
                      
                      0
                      
                      
                      
                      (4,128
                      )Net
      Cash Used in Financing Activities
                      
                      
                      (6,281
                      )
                      
                      
                      (138
                      )NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                      
                      
                      3,653
                      
                      
                      
                      (4,018
                      )CASH
      AND CASH EQUIVALENTS – BEGINNING
                      
                      
                      3,661
                      
                      
                      
                      7,679CASH
      AND CASH EQUIVALENTS – ENDING
                      
                      $
                      7,314
                      
                      
                      $
                      3,661SUPPLEMENTAL
      CASH FLOW INFORMATION:Cash
      paid for interest
                      
                      $
                      2,477
                      
                      
                      $
                      5,438Cash
      paid for income taxes
                      
                      $
                      0
                      
                      
                      $
                      0
 
 
 The
accompanying notes are an integral part of the financial statements
  F-5
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2009
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of
Business
 Specialized
Services, Inc. (“the
Company”) was incorporated in Michigan in January, 1988. The Company
aggregates (bundles) fuel products and services, and delivers these products and
services to customers in a way that reduces the customers’ costs. In addition
the Company has a competitive local exchange carrier license to provide
telecommunications services to companies.
 
 On
October 5, 2005, the Company entered into an Agreement and Plan of Merger with
and into Fifth Avenue Acquisition II Corp., a public shell company, with an
effective date of October 6, 2005. The Company is the successor reporting
company.
 
 Basis of
Accounting
 The
Company uses the accrual basis of accounting for financial statement reporting.
Accordingly, revenues are recognized when products are delivered and services
are rendered, and expenses are recognized when the obligation is incurred. The
reported net revenues figure represents the total amount of fuel and
telecommunications products and services that were purchased from the Company
during the year by its customers, net of the Company’s cost of sales, as
required under EITF 99-19 (ASC 605-45).  See Note 9.
 
 Cash and Cash
Equivalents
 The
Company considers certificates of deposit and other highly liquid investments
with original maturities of three months or less to be cash
equivalents.
 
 Property and
Equipment
 Property
and equipment are recorded at cost. Depreciation expense is computed using
straight-line methods over the estimated useful life of each asset. See Note
2.
 
 Fair Value of Financial
Instruments
 The
Company’s financial instruments consist of cash and cash equivalents. The
carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial
statements.
 
 Income
Taxes
 The
Company, with the consent of its stockholders, had elected to be taxed as an S
Corporation under the provisions of the Internal Revenue Code for periods prior
to 2005. Instead of paying federal corporate income taxes, the stockholders of
an S Corporation are taxed individually on their proportionate share of the
Company’s taxable income.
 
 In 2005,
the Company revoked its S-election and began paying tax as a C-corporation.
Income taxes are accounted for under the assets and liability
method.  Deferred  tax  assets  and  liabilities
are recognized for  the  estimated future tax consequences
attributable  to differences between the financial statement carrying
amounts of existing  assets  and  liabilities and
their respective  tax  bases and operating loss and tax
credit  carry  forwards. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled. See Note
5.
 
 Loss Per
Share
 Loss per
share has been calculated based on the weighted average number of shares of
common stock outstanding during the period.  See Note 6.
  F-6
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2009
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
 
 Concentrations of Credit
Risk
 The
Company maintains its cash in bank deposit accounts, the balances of which at
times may exceed federally insured limits. The Company continually monitors its
banking relationships and consequently has not experienced any losses in such
accounts. The Company believes it is not exposed to any significant credit risk
on cash and cash equivalents.
 
 In
addition, the Company extends credit to customers in the normal course of
business. The Company monitors the account receivable balances and does not
expect significant collection problems.
 
 Recent Accounting
Pronouncements
 In May
2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent
Events”.  Companies are now required to disclose the date through
which subsequent events have been evaluated by management. Public entities (as
defined) must conduct the evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for this evaluation. SFAS
165 (ASC 855-10) provides that financial statements are considered “issued” when
they are widely distributed for general use and reliance in a form and format
that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and
annual periods ending after June 15, 2009 and must be applied
prospectively.
 
 In June
2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” or ASC
105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of
authoritative accounting principles recognized by the FASB to be applied by all
nongovernmental entities in the preparation of financial statements in
conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for
financial statements issued for fiscal years ending on or after September 15,
2009 and interim periods within those fiscal years. The adoption of SFAS 168
(ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations
or financial condition. The Codification did not change GAAP, however, it did
change the way GAAP is organized and presented.
 
 As a
result, these changes impact how companies reference GAAP in their financial
statements and in their significant accounting policies. The Company implemented
the Codification in this Report by providing references to the Codification
topics alongside references to the corresponding standards.
 
 With the
exception of the pronouncements noted above, no other accounting standards or
interpretations issued or recently adopted are expected to have a material
impact on the Company’s financial position, operations or cash
flows.
  F-7
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2009
 
 NOTE
2 – PROPERTY AND EQUIPMENT
 
 Property
and equipment consisted of the following at December 31, 2009 and
2008:
 
 2009
                      
                      
                      2008Machinery
      and equipment
                      
                      $
                      365,402
                      
                      
                      $
                      365,402Furniture
      and fixtures
                      
                      
                      25,793
                      
                      
                      
                      25,793Transportation
      equipment
                      
                      
                      21,494
                      
                      
                      
                      21,494Subtotal
                      
                      
                      412,689
                      
                      
                      
                      412,689Less:
      Accumulated depreciation
                      
                      
                      (310,141
                      )
                      
                      
                      (284,441
                      )Property
      and equipment, net
                      
                      $
                      92,548
                      
                      
                      $
                      128,248
 
 NOTE
3 – LOANS PAYABLE – RELATED PARTIES
 
 Loans
payable to related parties are due to officers for funds advanced to the Company
for working capital and are non-interest bearing and due upon
demand.
 
 NOTE
4 – LINE OF CREDIT PAYABLE
 
 The
Company has a $100,000 unsecured line of credit available with First Place Bank,
which is payable upon demand. The officers personally guarantee borrowings under
this line of credit. At December 31, 2009 and 2008, $52,294 and $58,793,
respectively, was owed under this line of credit. Interest rates fluctuate based
on the prime rate plus 3.25%. The rates in effect at December 31, 2009 and 2008
were 6.5% and 6.5%, respectively.
 
 NOTE
5 – INCOME TAXES
 
 For the
period ended December 31, 2009, the Company has incurred net losses and,
therefore, has no tax liability. The net operating loss carry-forward is
approximately $753,000 at December 31, 2009, can be carried forward and applied
against future taxable income and used to reduce income taxes owed, and will
expire in various amounts through the year 2029.
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
 
 December
      31,
                        2009
                      
                      
                      December
      31,
                        2008Deferred
      tax asset attributable to:Net
      operating loss carryover
                      
                      $
                      256,000
                      
                      
                      $
                      238,000Less:
      valuation allowance
                      
                      
                      (256,000
                      )
                      
                      
                      (238,000
                      )Net
      deferred tax asset
                      
                      $
                      -
                      
                      
                      $
                      -
  F-8
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2009
 
 NOTE
6 – CAPITAL STOCK
 
 During
the year ended December 31, 2008, there were 20,040,000 shares of common stock
issued for services valued at $20,326. On December 20, 2008 the Company executed
a 1 to 50 stock split. Shares outstanding, average weighted shares outstanding,
and loss per share have been adjusted to reflect this split.
  There
were no additional shares issued during the year ended December 31,
2009.
  There
were 1,172,140 shares of common stock outstanding as December 31, 2009. There
were no preferred shares issued and outstanding at December 31,
2009.
 
 NOTE
7 – COMMITMENTS AND CONTINGENCIES
 
 The
Company neither owns nor leases any real property as of December 31, 2009. An
officer has provided office services without charge.  There is no
obligation for the officer to continue this arrangement.  Such costs
are immaterial to the financial statements and accordingly are not reflected
herein.  The officers and directors are involved in other business
activities and most likely will become involved in other business activities in
the future.
 
 NOTE
8 – CAPITAL LEASES
 
 The
Company sold and leased back equipment during the year ended December 31,
2007.  The Company entered into five capital lease
agreements.  All of the leases are for a term of 60 months with
varying interest rates. The entire amount of interest due over the term of the
leases has been capitalized as prepaid interest and is being amortized over the
lease term. The future minimum rental payments due under this lease were as
follows at December 31, 2009:
 
 December
      31, 2010
                      
                      $
                      160,3002011
                      
                      
                      57,9212012
                      
                      
                      48,6322013
                      
                      
                      0Total
                      
                      $
                      266,853
 
 NOTE
9 – NET REVENUE
 
 Net
Revenue for 2009 of $68,494 was comprised of gross billings of $2,751,666 less
direct costs of $2,683,172. Net Revenue for 2008 of $145,720 was comprised of
gross billings of $10,547,202 less direct costs of $10,401,482.
  F-9
  SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2009
 
 NOTE
10 – SUBSEQUENT EVENTS
 
 The
Company has analyzed its operations subsequent to December 31, 2008 and has
determined that it does not have any other material subsequent events to
disclose in these financial statements.
  F-10
 SPECIALIZED
SERVICES, INC.
 BALANCE
SHEETS
 AS
OF MARCH 31, 2009 (UNAUDITED) AND DECEMBER 31, 2008 (AUDITED)
 
 March 31,
                            2009
                            (Unaudited)
                          
                          
                          December
                            31, 2008
                            (Audited)ASSETSCurrent
      AssetsCash
                          
                          $
                          5,042
                          
                          
                          $
                          3,661Accounts
      receivable, net
                          
                          
                          73,190
                          
                          
                          
                          76,835Prepaid
      interest
                          
                          
                          57,862
                          
                          
                          
                          66,531Total
      Current Assets
                          
                          
                          136,094
                          
                          
                          
                          147,027Property
      and Equipment, Net
                          
                          
                          119,323
                          
                          
                          
                          128,248TOTAL
      ASSETS
                          
                          $
                          255,417
                          
                          
                          $
                          275,275LIABILITIES
      AND STOCKHOLDERS’ DEFICITLIABILITIESCurrent
      LiabilitiesAccounts
      payable
                          
                          $
                          28,319
                          
                          
                          $
                          28,486Accrued
      expenses and taxes
                          
                          
                          206,057
                          
                          
                          
                          206,057Leases
      payable – current portion
                          
                          
                          116,540
                          
                          
                          
                          102,060Loans
      payable – related party
                          
                          
                          5,550
                          
                          
                          
                          5,550Line
      of credit
                          
                          
                          56,275
                          
                          
                          
                          58,793Total
      Current Liabilities
                          
                          
                          412,741
                          
                          
                          
                          400,946Long
      – Term LiabilitiesLeases
      payable
                          
                          
                          150,313
                          
                          
                          
                          164,793Total
      Liabilities
                          
                          
                          563,054
                          
                          
                          
                          565,739STOCKHOLDERS’
      DEFICITCommon
      Stock – $.0001 par value, 100,000,000 shares authorized; 473,341 and
      473,341 shares issued and outstanding
                          
                          
                          47
                          
                          
                          
                          47Additional
      paid-in capital
                          
                          
                          408,872
                          
                          
                          
                          408,872Accumulated
      deficit
                          
                          
                          (716,556
                          )
                          
                          
                          (699,383
                          )Total
      Stockholders’ Deficit
                          
                          
                          (307,637
                          )
                          
                          
                          (290,464
                          )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                          
                          $
                          255,417
                          
                          
                          $
                          275,275
  The
accompanying notes are an integral part of the financial
statements.
  F-1
  SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF OPERATIONS (UNAUDITED)
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 
 Three months
                            ended March 31,
                            2009
                          
                          
                          Three months
                            ended March 31,
                            2008NET
      REVENUES
                          
                          $
                          15,681
                          
                          
                          $
                          76,285OPERATING
      EXPENSES
                          
                          
                          32,854
                          
                          
                          
                          114,125LOSS
      FROM OPERATIONS
                          
                          
                          (17,173
                          )
                          
                          
                          (37,840
                          )OTHER
      INCOME (EXPENSE)
                          
                          
                          0
                          
                          
                          
                          11,015NET
      LOSS BEFORE INCOME TAXES
                          
                          
                          (17,173
                          )
                          
                          
                          (26,825
                          )PROVISION
      FOR INCOME TAXES (BENEFIT)
                          
                          
                          0
                          
                          
                          
                          0NET
      LOSS
                          
                          $
                          (17,173
                          )
                          
                          $
                          (26,825
                          )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
                          
                          
                          473,341
                          
                          
                          
                          129,987NET
      LOSS PER SHARE: BASIC AND DILUTED
                          
                          $
                          (0.04
                          )
                          
                          $
                          (0.21
                          )
 
 The
accompanying notes are an integral part of the financial
statements.
  F-2
  SPECIALIZED
SERVICES, INC.
 STATEMENT
OF STOCKHOLDERS’ DEFICIT (UNAUDITED)
 AS
OF MARCH 31, 2009
 
 Common Stock
                          
                          
                          Additional
                            Paid in
                          
                          
                          AccumulatedShares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          Deficit
                          
                          
                          TotalBeginning
      balance, January 1, 2005
                          
                          
                          18,000
                          
                          
                          $
                          3,000
                          
                          
                          $
                          21,948
                          
                          
                          $
                          (72,879
                          )
                          
                          $
                          (45,931
                          )Adjustment
      for stock split
                          
                          
                          -
                          
                          
                          
                          (2,100
                          )
                          
                          
                          2,100
                          
                          
                          
                          -
                          
                          
                          
                          -Shares
      issued
                          
                          
                          25,996
                          
                          
                          
                          1,300
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,300Distribution
      to shareholders
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (2,000
                          )
                          
                          
                          (2,000
                          )Net
      income for the year ended December 31, 2005
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          6,344
                          
                          
                          
                          6,344Balance,
      December 31, 2005
                          
                          
                          43,996
                          
                          
                          
                          2,200
                          
                          
                          
                          24,048
                          
                          
                          
                          (68,535
                          )
                          
                          
                          (42,287
                          )Shares
      issued
                          
                          
                          16,000
                          
                          
                          
                          800
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          800Net
      loss for the year ended December 31, 2006
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (12,371
                          )
                          
                          
                          (12,371
                          )Balance,
      December 31, 2006
                          
                          
                          59,996
                          
                          
                          
                          3,000
                          
                          
                          
                          24,048
                          
                          
                          
                          (80,906
                          )
                          
                          
                          (53,858
                          )Shares
      issued
                          
                          
                          17,138
                          
                          
                          
                          857
                          
                          
                          
                          360,688
                          
                          
                          
                          -
                          
                          
                          
                          361,545Stock
      split, 1 to 10
                          
                          
                          -
                          
                          
                          
                          (3,471
                          )
                          
                          
                          3,471
                          
                          
                          
                          -
                          
                          
                          
                          0Net
      loss for the year ended December 31, 2007
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (497,229
                          )
                          
                          
                          (497,229
                          )Balance,
      December 31, 2007
                          
                          
                          77,134
                          
                          
                          
                          386
                          
                          
                          
                          388,207
                          
                          
                          
                          (578,135
                          )
                          
                          
                          (189,542
                          )Shares
      issued for services
                          
                          
                          400,800
                          
                          
                          
                          2,004
                          
                          
                          
                          18,322
                          
                          
                          
                          -
                          
                          
                          
                          20,326Stock
      split, 1 to 50
                          
                          
                          -
                          
                          
                          
                          (2,342
                          )
                          
                          
                          2,342
                          
                          
                          
                          -
                          
                          
                          
                          0Outstanding
      share correction
                          
                          
                          (4,593
                          )
                          
                          
                          (1
                          )
                          
                          
                          1
                          
                          
                          
                          -
                          
                          
                          
                          0Net
      loss for the year ended December 31, 2008
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (121,248
                          )
                          
                          
                          (121,248
                          )Balance,
      December 31, 2008
                          
                          
                          473,341
                          
                          
                          
                          47
                          
                          
                          
                          408,872
                          
                          
                          
                          (699,383
                          )
                          
                          
                          (290,464
                          )Net
      loss for the three months ended March 31, 2009
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (17,173
                          )
                          
                          
                          (17,173
                          )Balance,
      March 31, 2009
                          
                          
                          473,341
                          
                          
                          $
                          47
                          
                          
                          $
                          408,872
                          
                          
                          $
                          (716,556
                          )
                          
                          $
                          (307,637
                          )
  The
accompanying notes are an integral part of the financial
statements.
  F-3
  SPECIALIZED
SERVICES, INC.
 STATEMENTS
OF CASH FLOWS (UNAUDITED)
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 Three
                            months
                            ended
                            March 31,
                            2009
                          
                          
                          Three
                            months
                            ended
                            March 31,
                            2008Cash
      Flows from Operating Activities:Net
      loss for the period
                          
                          $
                          (17,173
                          )
                          
                          $
                          (26,825
                          )Adjustments
      to Reconcile Net Loss to Net Cash Provided by Operating
      Activities:Depreciation
      and amortization
                          
                          
                          17,594
                          
                          
                          
                          20,014Stock
      issued for services
                          
                          
                          0
                          
                          
                          
                          20,326Changes
      in Assets and Liabilities(Increase)
      decrease in accounts receivable
                          
                          
                          3,645
                          
                          
                          
                          (60,972
                          )Increase
      (decrease) in accounts payable
                          
                          
                          (167
                          )
                          
                          
                          1,732Increase
      in accrued expenses and taxes
                          
                          
                          0
                          
                          
                          
                          37,124Net
      Cash Provided by (Used in) Operating Activities
                          
                          
                          3,899
                          
                          
                          
                          (8,601
                          )Cash
      Flows from Financing Activities:Repayment
      of line of credit
                          
                          
                          (2,518
                          )
                          
                          
                          0Borrowings
      on line of credit
                          
                          
                          0
                          
                          
                          
                          8,857Payments
      on leases payable
                          
                          
                          0
                          
                          
                          
                          (3,096
                          )Net
      Cash Provided by (Used in) Financing Activities
                          
                          
                          (2,518
                          )
                          
                          
                          5,761Net
      Increase (Decrease) in Cash and Cash Equivalents
                          
                          
                          1,381
                          
                          
                          
                          (2,840
                          )Cash
      and Cash Equivalents – Beginning
                          
                          
                          3,661
                          
                          
                          
                          7,679Cash
      and Cash Equivalents – Ending
                          
                          $
                          5,042
                          
                          
                          $
                          4,839Supplemental
      Cash Flow Information:Cash
      paid for interest
                          
                          $
                          959
                          
                          
                          $
                          1,546Cash
      paid for income taxes
                          
                          $
                          0
                          
                          
                          $
                          0
 
 The
accompanying notes are an integral part of the financial
statements.
  F-4
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 MARCH
31, 2009
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of
Business
 Specialized
Services, Inc. (“the
Company”) was incorporated in Michigan in January, 1988. The Company
aggregates (bundles) fuel products and services, and delivers these products and
services to customers in a way that reduces the customers’ costs. In addition
the Company has a competitive local exchange carrier license to provide
telecommunications services to companies.
 
 On
October 5, 2005, the Company entered into an Agreement and Plan of Merger with
and into Fifth Avenue Acquisition II Corp., a public shell company, with an
effective date of October 6, 2005. The Company is the successor reporting
company.
 
 Basis of
Accounting
 The
Company uses the accrual basis of accounting for financial statement reporting.
Accordingly, revenues are recognized when products are delivered and services
are rendered, and expenses are recognized when the obligation is incurred. The
reported net revenues figure represents the total amount of fuel and
telecommunications products and services that were purchased from the Company
during the period by its customers, net of the Company’s cost of sales, as
required under EITF 99-19 (ASC 605-45).  See Note 9.
 
 Basic of
Presentation
 Certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. We believe that the disclosures are adequate to
make the financial information presented not misleading. These condensed
financial statements should be read in conjunction with the audited financial
statements and the notes thereto for the year ended December 31, 2008. All
adjustments were of a normal recurring nature unless otherwise disclosed. In the
opinion of management, all adjustments necessary for a fair statement of the
results of operations for the interim period have been included. The results of
operations for such interim periods are not necessarily indicative of the
results for the full year.
 
 Cash and Cash
Equivalents
 The
Company considers certificates of deposit and other highly liquid investments
with original maturities of three months or less to be cash
equivalents.
 
 Property and
Equipment
 Property
and equipment are recorded at cost. Depreciation expense is computed using
straight-line methods over the estimated useful life of each asset. See Note
2.
 
 Fair Value of Financial
Instruments
 The
Company’s financial instruments consist of cash and cash equivalents. The
carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial
statements.
 
 Loss Per
Share
 Loss per
share has been calculated based on the weighted average number of shares of
common stock outstanding during the period. See Note 6.
  F-5
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 MARCH
31, 2009
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Income
Taxes
 The
Company, with the consent of its stockholders, had elected to be taxed as an S
Corporation under the provisions of the Internal Revenue Code for periods prior
to 2005. Instead of paying federal corporate income taxes, the stockholders of
an S Corporation are taxed individually on their proportionate share of the
Company’s taxable income.
 
 In 2005,
the Company revoked its S-election and began paying tax as a C-corporation.
Income taxes are accounted for under the assets and liability
method.  Deferred  tax  assets  and  liabilities
are recognized for the estimated future tax consequences
attributable  to differences between the financial statement carrying
amounts of existing  assets  and  liabilities and
their respective  tax  bases and operating loss and tax
credit  carry  forwards. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled. See Note
5.
 
 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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
 
 Concentrations of Credit
Risk
 The
Company maintains its cash in bank deposit accounts, the balances of which at
times may exceed federally insured limits. The Company continually monitors its
banking relationships and consequently has not experienced any losses in such
accounts. The Company believes it is not exposed to any significant credit risk
on cash and cash equivalents.
 
 In
addition, the Company extends credit to customers in the normal course of
business. The Company monitors the account receivable balances and does not
expect significant collection problems.
 
 Recent Accounting
Pronouncements
 In May
2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent
Events”.  Companies are now required to disclose the date through
which subsequent events have been evaluated by management. Public entities (as
defined) must conduct the evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for this evaluation. SFAS
165 (ASC 855-10) provides that financial statements are considered “issued” when
they are widely distributed for general use and reliance in a form and format
that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and
annual periods ending after June 15, 2009 and must be applied
prospectively.
  F-6
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 MARCH
31, 2009
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Accounting
Pronouncements
 In June
2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” or ASC
105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of
authoritative accounting principles recognized by the FASB to be applied by all
nongovernmental entities in the preparation of financial statements in
conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for
financial statements issued for fiscal years ending on or after September 15,
2009 and interim periods within those fiscal years. The adoption of SFAS 168
(ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations
or financial condition. The Codification did not change GAAP, however, it did
change the way GAAP is organized and presented.
 
 As a
result, these changes impact how companies reference GAAP in their financial
statements and in their significant accounting policies. The Company implemented
the Codification in this Report by providing references to the Codification
topics alongside references to the corresponding standards.
 
 With the
exception of the pronouncements noted above, no other accounting standards or
interpretations issued or recently adopted are expected to have a material
impact on the Company’s financial position, operations or cash
flows.
 
 NOTE
2 – PROPERTY AND EQUIPMENT
 
 Property
and equipment consisted of the following at March 31, 2009 and December 31,
2008:
 
 March 31,
                              2009
                            
                            
                            December
                              31, 2008Machinery
      and equipment
                            
                            $
                            365,402
                            
                            
                            $
                            365,402Furniture
      and fixtures
                            
                            
                            25,793
                            
                            
                            
                            25,793Transportation
      equipment
                            
                            
                            21,494
                            
                            
                            
                            21,494Subtotal
                            
                            
                            412,689
                            
                            
                            
                            412,689Less:
      Accumulated depreciation
                            
                            
                            (293,366
                            )
                            
                            
                            (284,441
                            )Property
      and equipment, net
                            
                            $
                            119,323
                            
                            
                            $
                            128,248
 
 NOTE
3 – LOANS PAYABLE – RELATED PARTIES
 
 Loans
payable to related parties are due to officers for funds advanced to the Company
for working capital and are non-interest bearing and due upon demand. There was
$5,550 due to a related party as of March 31, 2009 and December 31,
2008.
 
 NOTE
4 – LINE OF CREDIT PAYABLE
 
 The
Company has a $100,000 unsecured line of credit available with First Place Bank,
which is payable upon demand. The officers personally guarantee borrowings under
this line of credit. At March 31, 2009 and December 31, 2008, $56,275 and
$58,793, respectively, was owed under this line of credit. Interest rates
fluctuate based on the prime rate plus 3.25%. The rates in effect at March 31,
2009 and December 31, 2008 were 6.5% and 6.5%, respectively.
  F-7
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 MARCH
31, 2009
 
 NOTE
5 – INCOME TAXES
 
 For the
period ended March 31, 2009, the Company has incurred net losses and, therefore,
has no tax liability. The net operating loss carry-forward is approximately
$717,000 at March 31,2009, can be carried forward and applied against future
taxable income and used to reduce income taxes owed, and will expire in various
amounts through the year 2027.
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
 
 March 31,
                              2009
                            
                            
                            December
                              31, 2008Deferred
      tax asset attributable to:Net
      operating loss carryover
                            
                            $
                            244,000
                            
                            
                            $
                            238,000Less:
      valuation allowance
                            
                            
                            (244,000
                            )
                            
                            
                            (238,000
                            )Net
      deferred tax asset
                            
                            $
                            -
                            
                            
                            $
                            -
 
 NOTE
6 – CAPITAL STOCK
 
 The
Company has 100,000,000 shares of $0.0001 par value common stock
authorized.
 
 On
October 8, 2007, the Company approved a 1 to 10 reverse stock split. Shares
outstanding, average weighted shares outstanding, and loss per share have been
adjusted to reflect this split.
 
 During
the year ended December 31, 2008, there were 20,040,000 shares of common stock
issued for services valued at $20,326.
 
 On
December 20, 2008 the Company executed a 1 to 50 stock split. Shares
outstanding, average weighted shares outstanding, and loss per share have been
adjusted to reflect this split.
 
 There
were no shares issued during the three months ended March 31, 2009.
 
 There
were 473,341 shares of common stock outstanding as March 31, 2009.
 
 There
were no preferred shares issued and outstanding at March 31, 2009.
 
 NOTE
7 – COMMITMENTS AND CONTINGENCIES
 
 The
Company neither owns nor leases any real property as of March 31, 2009. An
officer has provided office services without charge.  There is no
obligation for the officer to continue this arrangement.  Such costs
are immaterial to the financial statements and accordingly are not reflected
herein.  The officers and directors are involved in other business
activities and most likely will become involved in other business activities in
the future.
  F-8
 
 SPECIALIZED
SERVICES, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 MARCH
31, 2009
  NOTE
8 – CAPITAL LEASES
 
 The
Company sold and leased back equipment during the year ended December 31,
2007.  The Company entered into five capital lease
agreements.  All of the leases are for a term of 60 months with
varying interest rates. The entire amount of interest due over the term of the
leases has been capitalized as prepaid interest and is being amortized over the
lease term. The future minimum rental payments due under this lease were as
follows at March 31, 2009:
 
 March
      31, 2010
                            
                            $
                            116,5402011
                            
                            
                            57,9212012
                            
                            
                            57,9212013
                            
                            
                            34,4712014
                            
                            
                            0Total
                            
                            $
                            266,853
 
 NOTE
9 – NET REVENUE
 
 Net
Revenue for the three months ended March 31, 2009 of $15,681 was comprised of
gross billings of $481,505 less direct costs of $465,824.  Net Revenue
for the three months ended March 31, 2008 of $76,285 was comprised of gross
billings of $2,630,631 less direct costs of $2,554,346.
 
 NOTE
10 – SUBSEQUENT EVENTS
 
 On
January 16, 2010, the Company and certain of its controlling shareholders
entered into an Agreement and Plan of Merger with Joule Energy,
LLC.  The Merger is expected to close during the first quarter of
2011.
 
 The
Company has analyzed its operations subsequent to March 31, 2009 to October 18,
2010, the date these financial statements were issued, and has determined that
it does not have any other material subsequent events to disclose in these
financial statements.
  F-9