##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB
 x
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  CONSULIER ENGINEERING, INC.
 
  Florida
    
    59-2556878(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)
 2391 Old Dixie Highway, Riviera Beach, Florida
    
    33404(Address of principal executive offices)
    
    (Zip Code)
  
 o
 x o
 x
 o x
   APPLICABLE ONLY TO CORPORATE REGISTRANTS
  DOCUMENTS INCORPORATED BY REFERENCE
 None.
 o x




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##### 



CONSULIER ENGINEERING, INC.
 REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
 TABLE OF CONTENTS
  
 PAGEPART IItem 1.
    
    Description of Business
    
    
    3Item 2.
    
    Description of Property
    
    
    4Item 3.
    
    Legal Proceedings
    
    
    4Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    4PART IIItem 5.
    
    Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
    
    
    5Item 6.
    
    Managements Discussion and Analysis or Plan of Operation
    
    
    6Item 7.
    
    Financial Statements
    
    
    11Item 8.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    11Item 8A.
    
    Controls and Procedures
    
    
    11Item 8B.
    
    Other Information
    
    
    14PART IIIItem 9.
    
    Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act
    
    
    15Item 10.
    
    Executive Compensation
    
    
    17Item 11.
    
    Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters
    
    
    18Item 12.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    18Item 13.
    
    Exhibits
    
    
    19Item 14.
    
    Principal Accountant Fees and Services
    
    
    20Ex-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEx-32.1 Section 906 Certification of CEOEx-32.2 Section 906 Certification of CFO
   
 2




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##### Table of Contents



PART I
 
 ITEM 1.
    
    DESCRIPTION OF BUSINESS
 GENERAL DEVELOPMENT OF BUSINESS
  DESCRIPTION OF BUSINESS SEGMENTS
 Environmental Products
  Data-Based Integrated Emergency Room Information Systems
    3




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##### Table of Contents



AVM, L.P.
   CORPORATE SEGMENT
  
 ITEM 2.
    
    DESCRIPTION OF PROPERTY
   
 ITEM 3.
    
    LEGAL PROCEEDINGS
  ,
 
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  4




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##### Table of Contents



PART II
 
 ITEM 5.
    
    MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
 MARKET PRICE AND DIVIDENDS
  Year Ended December 31, 2006
    
    High
    
    
    LowFirst quarter
    
    $
    5.99
    
    
    $
    4.05Second quarter
    
    
    4.86
    
    
    
    3.05Third quarter
    
    
    4.00
    
    
    
    3.28Fourth quarter
    
    
    15.09
    
    
    
    3.17
 Year Ended December 31, 2007
    
    High
    
    
    LowFirst quarter
    
    $
    6.85
    
    
    $
    4.11Second quarter
    
    
    5.02
    
    
    
    3.72Third quarter
    
    
    4.98
    
    
    
    3.25Fourth quarter
    
    
    5.00
    
    
    
    3.73
     5




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##### Table of Contents



EQUITY COMPENSATION PLANS
    RECENT SALES OF UNREGISTERED SECURITIES
  PURCHASES OF EQUITY SECURITIES
  NASDAQ CAPITAL MARKET LISTING
  
 ITEM 6.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 FORWARD LOOKING STATEMENTS
  6




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CRITICAL ACCOUNTING POLICIES
  Accounting for the Costs
of Software to be Sold, Leased, or Otherwise Marketed.
  PARTNERSHIP AND LIMITED LIABILITY COMPANY INTERESTS
 .
 7




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REVENUE RECOGNITION
    e.g.
    8




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##### Table of Contents



USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
  RESULTS OF OPERATIONS
 .
    9




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##### Table of Contents



OUTLOOK FOR 2008
    ,
 LIQUIDITY AND CAPITAL RESOURCES
   10




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IMPACT OF INFLATION AND CHANGING PRICES
  
 ITEM 7.
    
    FINANCIAL STATEMENTS
  
 ITEM 8.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 8A.
    
    CONTROLS AND PROCEDURES
 (a) Evaluation of Disclosure Controls and Procedures
  11




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##### Table of Contents



Managements Annual Report on Internal Control over Financial Reporting
  GAAP
  12




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##### Table of Contents



COSO Framework
 1.
    
    Deficiencies in the Companys Control Environment. The Companys control environment
did not sufficiently promote effective internal control over financial reporting throughout
the organization. This material weakness exists because of the aggregate effect of
deficiencies in internal control which affect the Companys control environment, including:
(a) the lack of a formalized review process by management of operations, (b) the lack of a
financial expertise at the Companys operating subsidiary, and (c) the absence of a
whistleblower hotline. The Company has no current plans to enter into a contract with an
independent whistleblower hotline service provider, however, management intends on
developing a plan to address these issues by implementing formalized review processes and
obtain evidence of our reviews.2.
    
    Deficiencies in the Companys subsidiary, Patient Care Technology Systems, LLC
(PCTS), Accounting System Controls. The Company failed to perform certain control
procedures designed to ensure that the financial statement presentations and related
disclosures were complete and in accordance with GAAP. These deficiencies include: (a)
inadequate review of journal entries and disbursements, (b) the lack of independent review
of balance sheet account reconciliations and supporting calculations, (c) inadequate review
of subsidiary operations as well as consolidated company financial statements, income tax
calculations, and disclosure checklist, (d) revenue recognition and sales cut-off, and (e)
inadequate communication between management and the accounting department.3.
    
    Deficiencies in Segregation of Duties at PCTS. This material weakness exists because of
the aggregate effect of multiple deficiencies concerning segregation of duties which may
cause a material financial statement misstatement to be caused, or at least not be detected
in a timely manner. At PCTS, the following duties are not segregated adequately: (a)
generating and posting of journal entries, (b) generation, approval and processing of
payroll, (c) completion of accounts payable reconciliations and the processing and approval
of payments, and (d) processing and approval of sales transactions and customer receipts.
  13




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Changes in Internal Control over Financial Reporting
  Remediation Initiatives
  1.
    
    We plan to implement procedures for the adequate and independent review and approval of
disbursements, journal entries, financial statements, income tax calculations, and
financial statement disclosures.2.
    
    We plan to implement proper segregation of duties at PCTS regarding: a) generating and
posting of journal entries, b) generation, approval and processing of disbursements and
payroll activities, c) completion of balance sheet account reconciliations, and d) creation
and approval of purchase and sales orders.
   
 ITEM 8B.
    
    OTHER INFORMATION
  14




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##### Table of Contents



PART III
 
 ITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
 DIRECTORS
 Director
    
    
    
    
    
    
    
    
    
    Positions and Offices Held and Principal Occupation or OtherName
    
    Age
    
    Since
    
    Employment during the Past Five YearsWarren B. Mosler
    
    
    58
    
    
    
    1985
    
    
    Chairman of the Board, 1985 to present. President and Chief
Executive Officer, June 1985 to May 1994, and from February
1999 to the present. Principal in AVM, L.P., and a
broker/dealer engaged in arbitrage and government
securities trading, 1983 to present.Alan R. Simon, Esq.
    
    
    57
    
    
    
    1985
    
    
    General Counsel, Treasurer and Secretary since November
2001. 1982 to present, private practice of law in Palm
Beach Gardens, Florida. President of Consulier
International, Inc., since 2005.James Combias
    
    
    44
    
    
    
    2007
    
    
    James Combias, age 44, is the co-manager of the Jupiter
Capital Advisors, LP. Prior to this he was a Managing
Director and head trader for HSBC Banks Government Bond
trading desk in New York City, Managing Director and Head
Trader for Merrill Lynchs Government Bond trading desk
and senior trader on the Government Bond trading desks at
D.L.J., Morgan Stanley, and Lehman Brothers. Mr. Combias
was born and raised in Summit, N.J., and graduated Hobart
College in 1985 with a degree in Economics.Jean-Pierre Arnaud
    
    
    60
    
    
    
    2005
    
    
    Mr. Arnaud worked for Eastman Kodak Company in the USA and
UK in various areas involving health imaging, including
manufacturing, sales, marketing, and management. In 1991
Mr. Arnaud performed financial auditing services for Fotcor
(Brazil). During 1991, he received his M.A. in
International and Public Affairs, International Business
and Finance from Columbia University.Dr. Skender Fani
    
    
    68
    
    
    
    1999
    
    
    Dr. Fani is the Chairman of the Board of Otis Elevators,
Austria. Dr. Fani is a corporate lawyer in Austria, also
specializing in sports and entertainment law. For the past
20 years he has represented top sports and entertainment
personalities throughout Europe.
  15




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EXECUTIVE OFFICERS
     CODE OF BUSINESS CONDUCT AND ETHICS
     16




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ITEM 10.
    
    EXECUTIVE COMPENSATION
 SUMMARY COMPENSATION TABLE
  SUMMARY COMPENSATION TABLE
 Fiscal
    
    
    
    
    
    
    All OtherName and Principal Position
    
    Year
    
    
    Salary
    
    
    CompensationWarren B. Mosler,
    
    
    2007
    
    
    $
    75,000
    
    
    $
    Chairman of the Board,
    
    
    2006
    
    
    $
    75,000
    
    
    $
    President and CEO
    
    
    2005
    
    
    $
    75,000
    
    
    $
    
   OPTION/SAR GRANTS IN LAST FISCAL YEAR NEED TO CONFIRM
  AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
  LONG-TERM INCENTIVE AND PENSION PLANS
   COMPENSATION OF DIRECTORS
  17




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ITEM 11.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
   5,339,860
 Amount andNature of
    
    Percent of ClassName and Address
    
    Beneficial
    
    atTitle of Class
    
    of Beneficial Owner
    
    Ownership
    
    December 31, 2007Common 
Stock
    
    Warren B. Mosler (1)(2) 
5000 Estate Southgate 
Christainsted, USVI 00820
    
    
    3,841,664
    
    
    
    70.04
    %Common 
Stock
    
    Alan R. Simon (1)(2) 
8295 North Military Trail, Suite C 
Palm Beach Gardens, FL 33410
    
    
    190,000
    
    
    
    3.46
    %Common 
Stock
    
    Totals
    
    
    4,031,664
    
    
    
    73.50
    %
 
 (1)
    
    Director(2)
    
    Executive Officer 
 ITEM 12.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 INDEPENDENT DIRECTORS
  AUDIT COMMITTEE
  18




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AUDIT COMMITTEE FINANCIAL EXPERT
   as needed
 
 ITEM 13.
    
    EXHIBITS
  Number
    
    Description3.1
    
    Articles of Incorporation, as amended (1)3.2
    
    By-Laws (1)4.1
    
    Form of Common Stock Certificate (1)10.1
    
    Tandem Stock Option Plan (1)10.2
    
    Incentive Stock Option Plan (1)10.3
    
    Exchange Agreement between the Company and Warren B. Mosler
Dated July 17, 2006 (2)10.4
    
    Exchange Agreement between the Company and Warren B. Mosler
Dated September 29, 2006 (2)14.0
    
    Code of Ethics (1)21.0
    
    Subsidiaries of the Registrant (1)31.1
    
    Section 302 Certificate of Chief Executive Officer (3)31.2
    
    Section 302 Certificate of Chief Financial Officer (3)32.1
    
    Section 906 Certificate of Chief Executive Officer (3)32.2
    
    Section 906 Certificate of Chief Financial Officer (3)
 
 (1)
    
    Previously filed.(2)
    
    Previously filed with Form 8-K on October 3, 2006.(3)
    
    Filed herewith. 19




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ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
         20




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SIGNATURES
  CONSULIER ENGINEERING, INC.Dated:  April 15, 2008
    By:
    /s/ Warren B. MoslerWarren B. MoslerChairman of the Board of Directors,
President and Chief Executive Officer  Name
    
    Title
    
    Date/s/ Warren B. Mosler

Warren B. Mosler
    
    Chairman of the Board of Directors,
President and Chief Executive Officer
    
    April 15, 2008/s/ Alan R. Simon

Alan R. Simon
    
    Secretary, Treasurer
    
    April 15, 2008/s/ James Combias

James Combias
    
    Director
    
    April 15, 2008/s/ Skender Fani

Skender Fani
    
    Director
    
    April 15, 2008/s/ Jean-Pierre Arnaud

Jean-Pierre Arnaud
    
    Director
    
    April 15, 2008
 21




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CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
FORM 10-KSB ITEM 7 CONSOLIDATED FINANCIAL STATEMENTS
 TABLE OF CONTENTS
 PAGEREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    F-1CONSOLIDATED FINANCIAL STATEMENTS:Balance Sheet
    
    F-2Statements of Operations
    
    F-3Statements of Stockholders Equity
    
    F-4Statements of Cash Flows
    
    F-5Notes to the Consolidated Financial Statements
    
    F-6




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    
 
 F-1




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CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2007
 ASSETSCURRENT ASSETSCash and Cash Equivalents
    
    $
    333,024Receivables, Net of Allowance for Doubtful Accounts of $0
    
    
    927,574Inventories
    
    
    40,987Deferred Implementation Costs
    
    
    2,024,785Other Current Assets
    
    
    89,663Deferred Income Taxes
    
    
    291,208Total Current Assets
    
    
    3,707,241PROPERTY AND EQUIPMENT, Net
    
    
    1,473,287CAPITALIZED SOFTWARE DEVELOPMENT COSTS
    
    
    215,204PARTNERSHIP AND LIMITED LIABILITY COMPANIES  INVESTMENTS
    
    
    3,091,930DEFERRED INCOME TAXES
    
    
    541,988INTANGIBLE ASSET
    
    
    847,339OTHER ASSETS
    
    
    30,693$
    9,907,682LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts Payable and Accrued Liabilities
    
    $
    1,340,484Unearned Revenue
    
    
    822,659Related Party Payable
    
    
    773,646Income Tax
Payable
    
    
    79,932Total Current Liabilities
    
    
    3,016,721NOTES PAYABLE  RELATED PARTY
    
    
    3,405,062COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    232,000STOCKHOLDERS EQUITY:Common Stock $.01 Par Value:Authorized 25,000,000 Shares; Issued 5,485,122 Shares
    
    
    54,851Additional Paid-in Capital
    
    
    4,117,221Accumulated Deficit
    
    
    (461,135
    )3,710,937Less:Treasury Stock, Cost  145,262 Shares
    
    
    (427,891
    )Notes Receivable for Common Stock
    
    
    (29,147
    )Total Stockholders
Equity
    
    
    3,253,899$
    9,907,682
 
 F-2




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CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2007 AND 2006
 2007
    
    
    2006Revenue:Software Licensing Fees
    
    $
    2,152,579
    
    
    $
    1,580,062Other Revenue
    
    
    25,286
    
    
    
    27,411Total Revenue
    
    
    2,177,865
    
    
    
    1,607,473Operating Costs and Expenses:Cost of Revenue
    
    
    1,351,630
    
    
    
    664,968Payroll and Related Expense
    
    
    4,325,138
    
    
    
    4,669,821Selling, General and Administrative
    
    
    2,430,100
    
    
    
    2,816,872Professional Services
    
    
    1,171,135
    
    
    
    1,802,770Depreciation and Amortization
    
    
    1,066,291
    
    
    
    1,310,693Total Operating Costs and
Expenses
    
    
    10,344,294
    
    
    
    11,265,124Operating Loss
    
    
    (8,166,429
    )
    
    
    (9,657,651
    )Other Income (Expense):Investment Income  Related Parties
    
    
    2,621,375
    
    
    
    1,884,777Interest Expense
    
    
    (350,161
    )
    
    
    (605,955
    )Net Undistibuted Income of Equity Investees
    
    
    369,250
    
    
    
    170,499Other Income
    
    
    183,191
    
    
    
    122,843Gain on Disposal of Equipment
    
    
    
    
    
    
    15,504Total Other Income (Expense)
    
    
    2,823,655
    
    
    
    1,587,668(Loss) from Operations Before Minority Interest and Income Taxes
    
    
    (5,342,774
    )
    
    
    (8,069,983
    )Minority Interest in Consolidated Subsidiary Losses
    
    
    5,590,393
    
    
    
    7,231,450Income (Loss) from Operations Before Income Taxes
    
    
    247,619
    
    
    
    (838,533
    )Provision for Income Taxes
    
    
    (481,455
    )
    
    
    (705,888
    )Net (Loss)
    
    $
    (233,836
    )
    
    $
    (1,544,421
    )(Loss) Per Share  Basic and Diluted
    
    $
    (0.04
    )
    
    $
    (0.29
    )
 
 F-3




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
DECEMBER 31, 2007 AND 2006
 NotesRetained
    
    
    ReceivableAdditional
    
    
    Earnings
    
    
    for
    
    
    TotalCommon Stock
    
    
    Treasury Stock
    
    
    Paid-in
    
    
    (Accumulated
    
    
    Common
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit)
    
    
    Stock
    
    
    EquityBalance, December 31, 2005
    
    
    5,243,105
    
    
    $
    52,431
    
    
    
    275,007
    
    
    $
    (582,686
    )
    
    $
    3,216,008
    
    
    $
    1,317,122
    
    
    $
    (6,651
    )
    
    $
    3,996,224Common Stock Issued for Cash
    
    
    2,090
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    13,794
    
    
    
    
    
    
    
    
    
    
    
    13,815Sale of Treasury Stock
    
    
    
    
    
    
    
    
    
    
    (3,867
    )
    
    
    6,690
    
    
    
    11,485
    
    
    
    
    
    
    
    
    
    
    
    18,175Issuance of Treasury Stock Upon
Conversion of Note
PayableRelated Party
    
    
    
    
    
    
    
    
    
    
    (166,204
    )
    
    
    311,484
    
    
    
    288,516
    
    
    
    
    
    
    
    
    
    
    
    600,000Stock Based Compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    580,099
    
    
    
    
    
    
    
    
    
    
    
    580,099Common Stock Issued in
December 2006, at Par,
Pursuant
to Net-Share (Cashless)
Exercise
of Common Stock Warrants
    
    
    239,927
    
    
    
    2,399
    
    
    
    
    
    
    
    
    
    
    
    (2,399
    )
    
    
    
    
    
    
    
    
    
    
    Net (Loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,544,421
    )
    
    
    
    
    
    
    (1,544,421
    )Balance, December 31, 2006
    
    
    5,485,122
    
    
    
    54,851
    
    
    
    104,936
    
    
    
    (264,512
    )
    
    
    4,107,503
    
    
    
    (227,299
    )
    
    
    (6,651
    )
    
    
    3,663,892Purchase of Treasury Stock
    
    
    
    
    
    
    
    
    
    
    46,325
    
    
    
    (176,157
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (176,157
    )Sale of Treasury Stock
    
    
    
    
    
    
    
    
    
    
    (5,999
    )
    
    
    12,778
    
    
    
    9,718
    
    
    
    
    
    
    
    (22,496
    )
    
    
    Net (Loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (233,836
    )
    
    
    
    
    
    
    (233,836
    )Balance, December 31, 2007
    
    
    5,485,122
    
    
    $
    54,851
    
    
    
    145,262
    
    
    $
    (427,891
    )
    
    $
    4,117,221
    
    
    $
    (461,135
    )
    
    $
    (29,147
    )
    
    $
    3,253,899
 
 F-4




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CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2007 AND 2006
 2007
    
    
    2006Operating Activities:Net (Loss)
    
    
    (233,836
    )
    
    
    (1,544,421
    )Adjustments to Reconcile Net (Loss) to Net Cash (Used in) Operations:Depreciation & Amortization of Intangibles
    
    
    1,066,291
    
    
    
    1,310,693(Gain) Loss on Sale of Equipment
    
    
    
    
    
    
    (15,504
    )Minority Interest in consolidated Subsidiary Losses
    
    
    (5,590,393
    )
    
    
    (7,231,450
    )Stock Based Compensation
    
    
    
    
    
    
    580,099Write-off of Notes Receivable  Related Parties
    
    
    200,000
    
    
    
    Undistributed Income of Equity Investee
    
    
    (369,250
    )
    
    
    (170,499
    )Investment Income
    
    
    (2,621,375
    )
    
    
    (1,884,777
    )Accrued Interest on Notes Payable  Related Party
    
    
    340,548
    
    
    
    Deferred Income Taxes
    
    
    360,854
    
    
    
    671,307Changes in Operating Assets and Liabilities:Decrease (Increase) in Receivables
    
    
    27,427
    
    
    
    (10,649
    )Decrease (Increase) in Income Tax Receivable
    
    
    651,068
    
    
    
    Decrease (Increase) in Inventories
    
    
    16,854
    
    
    
    6,740Decrease (Increase) in Deferred Implementation Costs
    
    
    (275,685
    )
    
    
    (469,551
    )Decrease (Increase) in Other Current Assets
    
    
    104,671
    
    
    
    28,207Decrease (Increase) in Other Assets
    
    
    (30,693
    )
    
    
    Increase (Decrease) in Accounts Payable and Accrued Liabilities
    
    
    (177,728
    )
    
    
    568,628Increase (Decrease) in Deferred Revenue
    
    
    268,552
    
    
    
    273,608Increase (Decrease) in Income Taxes Payable
    
    
    79,932
    
    
    
    (10,635
    )Net Cash (Used in) Operations
    
    
    (6,182,763
    )
    
    
    (7,898,204
    )Investing Activities:Distributions from Partnership Interest
    
    
    2,224,191
    
    
    
    1,927,938Proceeds from Sale of Asset
    
    
    
    
    
    
    72,894Purchase Price Adjustment to Intangible Asset
    
    
    (232,000
    )
    
    
    Acquisition of Property and Equipment
    
    
    (81,525
    )
    
    
    (185,015
    )Acquisition of Software Upgrades
    
    
    (153,894
    )
    
    
    (292,600
    )Net Cash Provided by Investing
Activities
    
    
    1,756,772
    
    
    
    1,523,217Financing Activities:Proceeds from Issuance of Common Stock
    
    
    
    
    
    
    13,815Proceeds from the Sale of Treasury Stock
    
    
    
    
    
    
    18,175Proceeds from Minority Shareholder in ST, LLC
    
    
    5,590,393
    
    
    
    5,064,000Repayments
of Notes Payable  Related Party
    
    
    (96,649
    )
    
    
    (1,305,592
    )Proceeds from Notes Payable  Related Party
    
    
    
    
    
    
    3,334,066Increase in Related Party Payables
    
    
    
    
    
    
    405,509Purchase of Treasury Stock
    
    
    (176,157
    )
    
    
    Repayments to Line of Credit, Net of Proceeds
    
    
    (800,000
    )
    
    
    (1,200,000
    )Net Cash Provided by Financing
Activities
    
    
    4,517,587
    
    
    
    6,329,973Increase (Decrease) in Cash and Cash Equivalents
    
    
    91,596
    
    
    
    (45,014
    )Cash and Cash Equivalents  Beginning of Period
    
    
    241,428
    
    
    
    286,442Cash and Cash Equivalents  End of Period
    
    $
    333,024
    
    
    $
    241,428SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash Paid for Interest
    
    $
    18,589
    
    
    $
    94,501Cash Paid for Taxes
    
    $
    40,669
    
    
    $
    34,581SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:Stock Issuance at Par, Pursuant to Net-Share (Cashless)
    
    $
    
    
    
    $
    2,399Conversion
of Note Payable  Related Party to Class A Stock of ST, LLC
    
    $
    
    
    
    $
    2,167,450Issuance of Treasury Stock upon Conversion of Note Payable-Related Party
    
    $
    
    
    
    $
    600,000Write-off of Notes Receivable  Related Parties
    
    $
    200,000
    
    
    $
    Assignment of Membership Interest to Minority Shareholder
    
    $
    232,000
    
    
    $
    Distributions due from Equity Investments
    
    $
    385,508
    
    
    $
    Issuance of Treasury Stock for Subscription Receivable
    
    $
    22,496
    
    
    $
    
 
 F-5




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1:
    
    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 NATURE OF BUSINESS
     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 BASIS OF CONSOLIDATION
   F-6




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1:
    
    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 ACCOUNTING ESTIMATES
  CASH AND CASH EQUIVALENTS
  ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
   F-7




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1:
    
    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 CONCENTRATIONS
 Disclosure of Information about
Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentrations of
Credit Risk
   INVENTORIES
  PROPERTY AND EQUIPMENT
  F-8




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1:
    
    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 CAPITALIZED SOFTWARE DEVELOPMENT COSTS
 Accounting for
the Costs of Software to be Sold, Leased or Otherwise Marketed
   INTANGIBLE ASSETS
  LONG-LIVED ASSETS  IMPAIRMENTS AND DISPOSALS
 Accounting for the Impairment or Disposal of Long-Lived Assets.
 F-9




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1:
    
    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 PARTNERSHIP AND LIMITED LIABILITY COMPANIES INVESTMENTS
 
   F-10




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1:
    
    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 STOCK-BASED COMPENSATION
     REVENUE RECOGNITION
   F-11




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1:
    
    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 REVENUE RECOGNITION (CONTINUED)
      F-12




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1:
    
    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 REVENUE RECOGNITION (CONTINUED)
     ADVERTISING AND MARKETING COSTS
  RECLASSIFICATIONS
  INCOME TAXES
  F-13




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1:
    
    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 INCOME TAXES (CONTINUED)
    EARNINGS (LOSS) PER COMMON SHARE
  COMPREHENSIVE INCOME (LOSS)
  F-14




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1:
    
    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 FAIR VALUE OF FINANCIAL INSTRUMENTS
 Disclosures about Fair Value of Financial Instruments,
  EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities Amendment of FASB Statement No. 115.
 F-15




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1:
    
    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
   NOTE 2:
    
    DEFERRED IMPLEMENTATION COSTS
  F-16




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 3:
    
    CONCENTRATION OF CREDIT RISK
    NOTE 4:
    
    RECEIVABLES
  Trade receivables
    
    $
    542,067Due from AVM
    
    
    251,507Due from BioSafe
    
    
    134,000$
    927,574
 F-17




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 5:
    
    PROPERTY AND EQUIPMENT
  Range ofUsefulLives (Years)Building and Improvements
    
    
    40
    
    
    $
    830,463Land
    
    
    N/A
    
    
    
    412,000Computer Hardware and Software
    
    
    3-5
    
    
    
    1,253,923Machinery and Equipment
    
    
    5-7
    
    
    
    639,305Furniture and Fixtures
    
    
    5-7
    
    
    
    192,6283,328,319Less: Accumulated Depreciation
    
    
    
    
    
    
    (1,855,032
    )$
    1,473,287
 
 NOTE 6:
    
    INTANGIBLE ASSETS
  Range ofUsefulLives (Years)Customer List
    
    
    3-5
    
    
    $
    1,860,723Non-Compete Agreements
    
    
    1
    
    
    
    200,0002,060,723Less: Accumulated Amortization
    
    
    
    
    
    
    (1,213,384
    )$
    847,339
 F-18




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 6:
    
    INTANGIBLE ASSETS (CONTINUED)
  Year
Ending December 31,2008
    
    $
    363,8312009
    
    
    325,6212010
    
    
    157,887$
    847,339
  NOTE 7:
    
    PARTNERSHIP AND LIMITED LIABILITY COMPANIES  INVESTMENTS
  AVM, L.P
  F-19




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 7:
    
    PARTNERSHIP AND LIMITED LIABILITY COMPANIES  INVESTMENTS (CONTINUED)
 AVM, L.P (CONTINUED)
  2007
    
    
    2006(in thousands)
    
    
    (in thousands)Cash
    
    $
    11,922
    
    
    $
    16,899Due from brokers
    
    
    45,569
    
    
    
    2,849Securities owned
    
    
    55,034
    
    
    
    60,530Investment in affiliate and other assets
    
    
    9,930
    
    
    
    4,971Total assets
    
    $
    122,455
    
    
    $
    85,249Due to brokers
    
    $
    43,272
    
    
    $
    931Customer payables & subordinated borrowings
    
    
    44,931
    
    
    
    56,000Other liabilities
    
    
    2,067
    
    
    
    1,399Anticipated partners withdrawals
    
    
    4,328
    
    
    
    2,386Total liabilities
    
    
    94,598
    
    
    
    60,716Partners capital
    
    
    27,857
    
    
    
    24,533Total liabilities and partners capital
    
    $
    122,455
    
    
    $
    85,249Revenue
    
    $
    97,721
    
    
    $
    72,514Net income
    
    $
    49,575
    
    
    $
    35,395Consuliers share of AVMs earnings
    
    $
    2,621
    
    
    $
    1,885
  F-20




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 7:
    
    PARTNERSHIP AND LIMITED LIABILITY COMPANIES  INVESTMENTS (CONTINUED)
 BIOSAFES SYSTEMS, LLC
  (Unaudited)2007
    
    
    2006Total Assets
    
    $
    3,284,033
    
    
    $
    2,481,812Total Liabilities
    
    $
    500,696
    
    
    $
    334,635Revenue
    
    $
    7,932,600
    
    
    $
    6,924,590Costs and Expenses
    
    
    7,009,476
    
    
    
    6,504,967Net Income
    
    $
    923,124
    
    
    $
    419,623Consuliers Share of Earnings
    
    $
    369,250
    
    
    $
    170,499
  NOTE 8:
    
    INCOME TAXES
  Continuing Operations
    
    2007
    
    
    2006Current:Federal
    
    $
    100,601
    
    
    $
    State
    
    
    20,000
    
    
    
    34,581120,601
    
    
    
    34,581Deferred:Federal
    
    
    346,189
    
    
    
    557,394State
    
    
    14,665
    
    
    
    113,913360,854
    
    
    
    671,307Total income tax expense
    
    $
    481,455
    
    
    $
    705,888
 F-21




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 8:
    
    INCOME TAXES (CONTINUED)
  2007
    
    
    2006Federal tax expense (benefit) at statutory rate
    
    $
    84,190
    
    
    $
    (285,101
    )State income tax expense (benefit) net
of federal tax effect
    
    
    28,989
    
    
    
    4,142Losses allocated to minority shareholder of ST,
LLC
    
    
    150,878
    
    
    
    95,044Adjustment of net operating loss carryovers
    
    
    156,610
    
    
    
    803,718Other
    
    
    60,788
    
    
    
    88,085Income tax expense
    
    $
    481,455
    
    
    $
    705,888
   2007Depreciation and Amortization
    
    $
    306,228Allowance for doubtful accounts
    
    
    Tax loss carry forward
    
    
    235,760Other
    
    
    Accrued Wages
    
    
    Accrued Interest
    
    
    291,208Total Net Deferred Tax Asset
    
    $
    833,196
  Net Short-Term Deferred Tax Assets
    
    $
    291,208Net Long-Term Deferred Tax Assets
    
    
    541,988Net Deferred Tax Assets
    
    $
    833,196
  F-22




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 9:
    
    STOCKHOLDERS EQUITY
 CAPITAL STOCK
   TREASURY STOCK
     STOCK-BASED EMPLOYEE COMPENSATION
   F-23




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 9:
    
    STOCKHOLDERS EQUITY  (CONTINUED)
 STOCK-BASED EMPLOYEE COMPENSATION (CONTINUED)
    STOCK OPTION PLANS
    WeightedAverageOptions
    
    
    PriceBalance at January 1, 2006
    
    
    400,000
    
    
    $
    3.5Options granted
    
    
    
    
    
    
    Options exercised
    
    
    (400,000
    )
    
    
    3.5Options expired
    
    
    
    
    
    
    Balance at December 31, 2006
    
    
    
    
    
    
    Options granted
    
    
    
    
    
    
    Options exercised
    
    
    
    
    
    
    Options expired
    
    
    
    
    
    
    Balance at December 31, 2007
    
    
    
    
    
    $
    
 F-24




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 10:
    
    RELATED PARTY TRANSACTIONS
 DUE FROM RELATED PARTIES
  NOTE PAYABLE  RELATED PARTY
   OTHER
  F-25




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 11:
    
    BUSINESS SEGMENT INFORMATION
 SEGMENT INFORMATION
  Year Ended December 31, 2007Income (Loss)Derived FromDistribution
    
    
    Ownership of
    
    
    Corporate
    
    
    Medical SoftwareActivities
    
    
    Investments
    
    
    Activities
    
    
    Activities
    
    
    TotalRevenue (b)
    
    $
    25,286
    
    
    $
    
    
    
    $
    
    
    
    $
    2,152,579
    
    
    $
    2,177,865Operating Income (Loss)
    
    
    (97,125
    )
    
    
    
    
    
    
    (541,571
    )
    
    
    (7,527,733
    )
    
    
    (8,166,429
    )Other Income (Loss) (a)
    
    
    
    
    
    
    2,990,625
    
    
    
    135,500
    
    
    
    (302,470
    )
    
    
    2,823,655Minority Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,590,393
    
    
    
    5,590,393Income Tax Benefit
(Expense)
    
    
    
    
    
    
    (1,125,372
    )
    
    
    152,805
    
    
    
    491,112
    
    
    
    (481,455
    )Net Income (Loss) (a)
    
    
    (97,125
    )
    
    
    1,865,253
    
    
    
    (253,266
    )
    
    
    (1,748,698
    )
    
    
    (233,836
    )Total Assets
    
    $
    53,572
    
    
    $
    3,091,930
    
    
    $
    2,404,985
    
    
    $
    4,357,195
    
    
    $
    9,907,682
 Year Ended December 31, 2006Income (Loss)Derived FromDistribution
    
    
    Ownership of
    
    
    Corporate
    
    
    Medical SoftwareActivities
    
    
    Investments
    
    
    Activities
    
    
    Activities
    
    
    TotalRevenue (b)
    
    $
    27,411
    
    
    $
    
    
    
    $
    
    
    
    $
    1,580,062
    
    
    $
    1,607,473OperatingIncome (Loss)
    
    
    (47,636
    )
    
    
    
    
    
    
    (1,154,362
    )
    
    
    (8,455,653
    )
    
    
    (9,657,651
    )Other Income (Loss) (a)
    
    
    
    
    
    
    2,055,276
    
    
    
    20,929
    
    
    
    (488,537
    )
    
    
    1,587,668Minority Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,231,450
    
    
    
    7,231,450Income Tax Benefit
(Expense)
    
    
    
    
    
    
    (34,581
    )
    
    
    (671,307
    )
    
    
    
    
    
    
    (705,888
    )Net Income (Loss) (a)
    
    
    (47,636
    )
    
    
    2,020,695
    
    
    
    (1,804,740
    )
    
    
    (1,712,740
    )
    
    
    (1,544,421
    )Total Assets
    
    $
    67,489
    
    
    $
    2,711,004
    
    
    $
    3,504,891
    
    
    $
    4,187,636
    
    
    $
    10,471,020
 
 (a)
    
    All interest expense incurred by the Company was allocated to the Corporate Activities
Segment.(b)
    
    There were no intersegment revenue during the year. F-26




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 12:
    
    (LOSS) PER SHARE
  2007
    
    
    2006BASIC AND DILUTED (LOSS) PER SHARE COMPUTATION:NUMERATOR:Net (Loss)
    
    $
    (233,836
    )
    
    $
    (1,544,421
    )DENOMINATOR:Average number of common shares outstanding
    
    
    5,365,837
    
    
    
    5,260,916(.04
    )
    
    
    (.29
    )
  NOTE 13:
    
    COMMITMENTS AND CONTINGENCIES
 LEGAL PROCEEDING
   LEASES
  F-27




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##### Table of Contents



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 13:
    
    COMMITMENTS AND CONTINGENCIES (CONTINUED)
 LEASES (CONTINUED)
  Year
Ending December 31,2008
    
    $
    351,1542009
    
    
    359,7682010
    
    
    345,026$
    1,055,948
  LEASE OF REAL ESTATE
  NOTE 14:
    
    401 (K) PLAN
  F-28