Exhibit 99.1




Wilhelmina
International Group
 Combined
Financial Statements
 December
31, 2008 and 2007
 
 
  Report
of Independent Registered Public Accounting Firm
 
 
 To the
Board of Directors
 Wilhelmina
International Group
 
 
 We have
audited the accompanying combined balance sheets of Wilhelmina International
Group (the "Company") as of December 31, 2008 and 2007, and the related combined
statements of operations, deficit, and cash flows for the years then ended.
These combined financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these combined
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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit 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 also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 combined financial statements referred to above present fairly, in
all material respects, the combined financial position of the Company as of
December 31, 2008 and 2007, and the combined results of their operations and
their cash flows for the years then ended in conformity with U.S. generally
accepted accounting principles.
 
  /s/ Weiser
LLP
 
 Lake
Success, N.Y.
 April 10,
2009
  2
  Wilhelmina
      International Group
                                Combined
      Balance Sheets
                                December
      31, 2008 and 20072008
                              
                              
                              2007AssetsCurrent
      assetsCash
      and cash equivalents
                              
                              $
                              1,804,852
                              
                              
                              $
                              1,810,616Accounts
      receivable, less allowance for doubtful accounts of$55,000
      and $35,000 in 2008 and 2007, respectively
                              
                              
                              6,507,629
                              
                              
                              
                              8,221,528Due
      from models
                              
                              
                              2,157,654
                              
                              
                              
                              1,682,016Prepaid
      income taxes
                              
                              
                              17,865
                              
                              
                              
                              42,049Receivable
      from affiliate, net
                              
                              
                              354,994
                              
                              
                              
                              430,427Due
      from officers
                              
                              
                              281,972
                              
                              
                              
                              189,238Prepaid
      expenses and other current assets
                              
                              
                              168,176
                              
                              
                              
                              399,862Deferred
      tax assets
                              
                              
                              221,000
                              
                              
                              
                              185,000Total
      current assets
                              
                              
                              11,514,142
                              
                              
                              
                              12,960,736Property
      and equipment, net of accumulated depreciation
                              
                              
                              370,984
                              
                              
                              
                              350,893Intangible
      assets
                              
                              
                              161,530
                              
                              
                              
                              161,530Other
      assetsSecurity
      deposits
                              
                              
                              79,829
                              
                              
                              
                              79,552Restricted
      cash
                              
                              
                              175,000
                              
                              
                              
                              285,000Investment
      in affiliate
                              
                              
                              163,749
                              
                              
                              
                              150,363Deferred
      tax assets, net
                              
                              
                              25,000
                              
                              
                              
                              50,000Other
                              
                              
                              9,558
                              
                              
                              
                              9,558Total
      other assets
                              
                              
                              453,136
                              
                              
                              
                              574,473Total
      assets
                              
                              $
                              12,499,792
                              
                              
                              $
                              14,047,632Liabilities
      and DeficitCurrent
      liabilitiesLine
      of credit
                              
                              $
                              1,500,000
                              
                              
                              $
                              1,500,000Due
      to models
                              
                              
                              7,384,184
                              
                              
                              
                              8,680,971Accounts
      payable and accrued expenses
                              
                              
                              719,987
                              
                              
                              
                              1,095,582Income
      taxes payable
                              
                              
                              99,302
                              
                              
                              
                              79,456Deferred
      revenue
                              
                              
                              124,856
                              
                              
                              
                              -Taxes
      payable - other than income taxes
                              
                              
                              1,029,115
                              
                              
                              
                              1,301,213Note
      payable to stockholder
                              
                              
                              6,000,000
                              
                              
                              
                              -Current
      portion of note payable
                              
                              
                              299,874
                              
                              
                              
                              257,720Current
      portion of capital lease obligations
                              
                              
                              26,896
                              
                              
                              
                              24,647Total
      current liabilities
                              
                              
                              17,184,214
                              
                              
                              
                              12,939,589Long-term
      liabilitiesNote
      payable to stockholder
                              
                              
                              -
                              
                              
                              
                              6,000,000Note
      payable, net of current portion
                              
                              
                              -
                              
                              
                              
                              298,221Capital
      lease obligations, net of current portion
                              
                              
                              15,899
                              
                              
                              
                              42,798Deferred
      revenue, net of current portion
                              
                              
                              514,503
                              
                              
                              
                              -Deferred
      rent
                              
                              
                              76,768
                              
                              
                              
                              66,187Total
      long-term liabilities
                              
                              
                              607,170
                              
                              
                              
                              6,407,206Total  liabilities
                              
                              
                              17,791,384
                              
                              
                              
                              19,346,795Commitments
      and contingenciesDeficitCommon
      stock, no par value; 2,200 shares authorized,2,103 shares
      issued and outstanding
                              
                              
                              34,828
                              
                              
                              
                              34,828Additional
      paid-in capital
                              
                              
                              1,499,064
                              
                              
                              
                              1,499,064Members'
      deficit
                              
                              
                              (1,936,950
                              )
                              
                              
                              (1,475,099
                              )Accumulated
      deficit
                              
                              
                              (4,888,534
                              )
                              
                              
                              (5,357,956
                              )Total
      deficit
                              
                              
                              (5,291,592
                              )
                              
                              
                              (5,299,163
                              )Total
      liabilities and deficit
                              
                              $
                              12,499,792
                              
                              
                              $
                              14,047,632
  The
accompanying notes are an integral part of these combined financial
statements.
  3
  Wilhelmina
      International Group
                              Combined
      Statements of Operations
                              December
      31, 2008 and 20072008
                            
                            
                            2007RevenuesCommissions
      and residuals
                            
                            $
                            5,614,586
                            
                            
                            $
                            4,914,400Service
      charges
                            
                            
                            5,795,778
                            
                            
                            
                            5,326,951Consulting
      income
                            
                            
                            209,799
                            
                            
                            
                            226,226Management
      fees, license fees and other income
                            
                            
                            1,315,899
                            
                            
                            
                            1,022,892Total
      revenues
                            
                            
                            12,936,062
                            
                            
                            
                            11,490,469Operating
      expensesSalaries
      and service costs
                            
                            
                            7,643,051
                            
                            
                            
                            6,743,333Office
      and general expenses
                            
                            
                            3,033,543
                            
                            
                            
                            2,999,242Stockholder's
      compensation and consulting fees
                            
                            
                            975,000
                            
                            
                            
                            975,000Total
      operating expenses
                            
                            
                            11,651,594
                            
                            
                            
                            10,717,575Operating
      income
                            
                            
                            1,284,468
                            
                            
                            
                            772,894Other
      income (expense):Interest
      income
                            
                            
                            19,614
                            
                            
                            
                            12,591Interest
      expense
                            
                            
                            (1,000,766
                            )
                            
                            
                            (992,011
                            )Equity
      in income of affiliate
                            
                            
                            13,364
                            
                            
                            
                            17,650Total
      other expense
                            
                            
                            (967,788
                            )
                            
                            
                            (961,770
                            )Income
      (loss) before provision for(benefit
      from) income taxes
                            
                            
                            316,680
                            
                            
                            
                            (188,876
                            )Provision
      for (benefit from) income taxesCurrent
                            
                            
                            266,773
                            
                            
                            
                            212,222Deferred
                            
                            
                            (11,000
                            )
                            
                            
                            (235,000
                            )255,773
                            
                            
                            
                            (22,778
                            )Net
      income (loss)
                            
                            $
                            60,907
                            
                            
                            $
                            (166,098
                            )
  The
accompanying notes are an integral part of these combined financial
statements.
  4
 Wilhelmina
      International Group
                  Combined
      Statements of Deficit
                  December
      31, 2008 and 2007
  Common
      StockNumber
                                  of
      Shares
                                
                                
                                Value
                                
                                
                                Additional
                                  Paid-In
                                  Capital
                                
                                
                                Members'
                                  Deficit
                                
                                
                                Accumulated
                                  Deficit
                                
                                
                                DeficitBalance
      - December 31, 2006
                                
                                
                                2,103
                                
                                
                                $
                                34,828
                                
                                
                                $
                                1,499,064
                                
                                
                                $
                                (906,974
                                )
                                
                                $
                                (5,556,383
                                )
                                
                                $
                                (4,929,465
                                )Net
      (loss) income for the year
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (364,525
                                )
                                
                                
                                198,427
                                
                                
                                
                                (166,098
                                )Distributions
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (203,600
                                )
                                
                                
                                -
                                
                                
                                
                                (203,600
                                )Balance
      - December 31, 2007
                                
                                
                                2,103
                                
                                
                                
                                34,828
                                
                                
                                
                                1,499,064
                                
                                
                                
                                (1,475,099
                                )
                                
                                
                                (5,357,956
                                )
                                
                                
                                (5,299,163
                                )Net
      (loss) income for the year
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (408,515
                                )
                                
                                
                                469,422
                                
                                
                                
                                60,907Distributions
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (53,336
                                )
                                
                                
                                -
                                
                                
                                
                                (53,336
                                )Balance
      - December 31, 2008
                                
                                
                                2,103
                                
                                
                                $
                                34,828
                                
                                
                                $
                                1,499,064
                                
                                
                                $
                                (1,936,950
                                )
                                
                                $
                                (4,888,534
                                )
                                
                                $
                                (5,291,592
                                )
 
 The
accompanying notes are an integral part of these combined financial
statements.
  5
  Wilhelmina
      International Group
                                  Combined
      Statements of Cash Flows
                                  December
      31, 2008 and 20072008
                                
                                
                                2007Cash
      flows from operating activitiesNet
      income (loss)
                                
                                $
                                60,907
                                
                                
                                $
                                (166,098
                                )Adjustments
      to reconcile net income (loss) to net cash provided by operating
      activitiesAllowance
      for doubtful accounts
                                
                                
                                20,000
                                
                                
                                
                                -Depreciation
      and amortization
                                
                                
                                94,776
                                
                                
                                
                                70,954Deferred
      income taxes
                                
                                
                                (11,000
                                )
                                
                                
                                (235,000
                                )Deferred
      rent
                                
                                
                                10,581
                                
                                
                                
                                12,483Equity
      in income from affiliate
                                
                                
                                (13,364
                                )
                                
                                
                                (17,650
                                )Increase
      (decrease) in cash resulting from changes in operating assets and
      liabilitiesAccounts
      receivable
                                
                                
                                1,693,899
                                
                                
                                
                                (1,680,997
                                )Due
      from models
                                
                                
                                (475,638
                                )
                                
                                
                                270,083Prepaid
      income taxes
                                
                                
                                24,184
                                
                                
                                
                                55,970Receivable
      from affiliate, net
                                
                                
                                75,433
                                
                                
                                
                                (127,909
                                )Prepaid
      expenses and other current assets
                                
                                
                                231,686
                                
                                
                                
                                214,625Security
      deposits
                                
                                
                                (277
                                )
                                
                                
                                (28,932
                                )Restricted
      cash
                                
                                
                                110,000
                                
                                
                                
                                -Due
      to models
                                
                                
                                (1,296,787
                                )
                                
                                
                                3,082,981Accounts
      payable and accrued expenses
                                
                                
                                (375,595
                                )
                                
                                
                                298,960Income
      taxes payable
                                
                                
                                19,824
                                
                                
                                
                                79,456Deferred
      revenue
                                
                                
                                639,359
                                
                                
                                
                                -Taxes
      payable - other than income taxes
                                
                                
                                (272,098
                                )
                                
                                
                                (35,960
                                )Net
      cash provided by operating activities
                                
                                
                                535,890
                                
                                
                                
                                1,792,966Cash
      flows from investing activitiesAcquisition
      of property and equipment
                                
                                
                                (114,867
                                )
                                
                                
                                (44,803
                                )Due
      from officers
                                
                                
                                (92,734
                                )
                                
                                
                                (95,582
                                )Net
      cash used in investing activities
                                
                                
                                (207,601
                                )
                                
                                
                                (140,385
                                )Cash
      flows from financing activitiesProceeds
      from factor
                                
                                
                                -
                                
                                
                                
                                1,563,500Repayments
      to factor
                                
                                
                                -
                                
                                
                                
                                (1,826,335
                                )Repayment
      of note
                                
                                
                                (256,067
                                )
                                
                                
                                (239,729
                                )Repayment
      of capital lease obligations
                                
                                
                                (24,650
                                )
                                
                                
                                (11,288
                                )Distributions
                                
                                
                                (53,336
                                )
                                
                                
                                (203,600
                                )Net
      cash used in financing activities
                                
                                
                                (334,053
                                )
                                
                                
                                (717,452
                                )Net
      (decrease) increase in cash and cash equivalents
                                
                                
                                (5,764
                                )
                                
                                
                                935,129Cash
      and cash equivalentsBeginning
      of year
                                
                                
                                1,810,616
                                
                                
                                
                                875,487End
      of year
                                
                                $
                                1,804,852
                                
                                
                                $
                                1,810,616Supplemental
      disclosure of cash flow informationCash
      paid during the periods for:Interest
                                
                                $
                                1,000,766
                                
                                
                                $
                                935,201Income
      taxes
                                
                                $
                                206,979
                                
                                
                                $
                                72,376Supplemental
      disclosure of non-cash investing and financing activitiesEquipment
      purchased under capital leases
                                
                                $
                                -
                                
                                
                                $
                                78,733
  The
accompanying notes are an integral part of these combined financial
statements.
  6
  Wilhelmina
      International Group
                      Notes
      to Combined Statements
                      December
      31, 2008 and 2007
  1
Nature of Operations
 
 Wilhelmina
International Group (the "Company") is a fashion modeling agency, placing models
with clients located principally throughout the United States. Since its
foundation in 1967 by the famous model Wilhelmina Cooper, the Company has grown
largely organically to its current size, and has developed into a broadly
diversified full service agency with offices in New York, Los Angeles and Miami.
In addition to its traditional fashion model management activities, the Company
has also expanded into music and sports talent endorsement, television show
production and licensing opportunities for the Wilhelmina brand
name.
 
 Wilhelmina
International Group also collects fees from licensees across the United States,
who serves as its local representatives.
 
 2
Summary of Significant Accounting Policies
 
 Basis
of Combination
 The
accompanying financial statements include the consolidated accounts of
Wilhelmina International Ltd. and its wholly-owned subsidiaries, Wilhelmina West
Inc., Wilhelmina Models, Inc., and LW1 Inc. ("LW1"), Wilhelmina Miami, Inc.
("Miami"), Wilhelmina Artist Management, LLC, Wilhelmina Licensing, LLC and
Wilhelmina Film & TV, LLC which are wholly or majority owned by the
stockholders and officers of the consolidated companies, are combined with the
consolidated group of companies. The collective group is referred to as the
Company. All significant intercompany transactions and accounts have been
eliminated in combination.
 
 The
Company is affiliated with other companies in a similar line of business, all of
which are controlled by common ownership. Management believes that combining the
companies into the collective group provides more complete
reporting.
 
 Revenue
Recognition
 The
Company acts as an agent and records revenue equal to the net amount retained,
when the fee or commission is earned. The Company recognizes services provided
as revenue upon the rendering of modeling services to its clients. Commission
income represents a percentage charged to the models upon the completion of
their services to the clients. The Company also recognizes management fees as
revenues for providing services to other modeling agencies as well as consulting
income in connection with services provided to a television production network
according to the terms of the contract.  The Company recognizes
royalty income when earned based on terms of the contractual
agreement.  Commissions and service charges received in advance are
amortized using the straight-line method over periods pursuant to the related
contract.
 
 Use
of Estimates
 The
preparation of the combined financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates that affect the amounts reported in the combined
financial statements and the accompanying notes.  Accounting estimates
and assumptions are those that management considers to be the most critical to
an understanding of the combined financial statements because they inherently
involve significant judgments and uncertainties.  All of these
estimates reflect management’s judgment about current economic and market
conditions and their effects based on information available as of the date of
these combined financial statements.  If such conditions persist
longer or deteriorate further than expected, it is reasonably possible that the
judgments and estimates could change, which may result in future impairments of
assets among other effects.
 
 Cash
Equivalents
 The
Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.
  7
  Wilhelmina
      International Group
                        Notes
      to Combined Statements
                        December
      31, 2008 and 2007
 2
Summary of Significant Accounting Policies (continued)
 
 Accounts
Receivable
 Accounts
receivable consist of trade receivables recorded at original invoice amounts,
net of an allowance for doubtful accounts, and are subject to credit risk. Trade
credit is generally extended on a short-term basis; thus, trade receivables do
not bear interest. Trade receivables are periodically evaluated for
collectibility based on past credit histories with customers and their current
financial conditions. Changes in the estimated collectibility of trade
receivables are recorded in the results of operations for the periods in which
the estimates are revised.
 
 Concentrations
of Credit Risk
 The
Company maintains its cash balances in four different financial institutions in
New York, Los Angeles and Miami. Balances are insured up to FDIC limits of
$250,000 per institution. At December 31, 2008, the Company had cash balances in
financial institutions of approximately $1,022,000 in excess of such
insurance.
 
 Property and
Equipment
 Property
and equipment are stated at cost. Depreciation and amortization, based upon the
estimated useful lives of the assets or terms of the leases, are computed by use
of the straight-line method. Leasehold improvements are amortized based upon the
shorter of the terms of the leases or asset lives. When property and equipment
are retired or sold, the cost and accumulated depreciation and amortization are
eliminated from the related accounts and gains or losses, if any, are reflected
in the combined statement of operations.
 
 Intangible
Assets
 Intangible
assets consist primarily of goodwill and buyer relationships resulting from a
business acquisition. According to Statement of Financial Accounting Standards
(“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” goodwill and
intangible assets with indefinite lives are no longer subject to amortization,
but rather to an annual assessment of impairment by applying a fair-value based
test. The Company adopted SFAS No. 142 as of January 1, 2002 and ceased
amortizing goodwill and intangible assets (see Note 4).
 
 Investment
in Unconsolidated Affiliate
 The
Company accounts for its investment in its 50% owned affiliate using the equity
method of accounting. Accordingly, the Company recognizes its pro-rata share of
the affiliate’s income or loss in earnings. Distributions from the affiliate are
reflected as a reduction of the investment. The equity method of accounting is
suspended when the share of the net losses is equal to the carrying amount of
the investment and no additional losses are charged to operations.
  Deferred
revenue
 The
Company’s deferred revenue consists of  royalties, commissions and
service charges received in advance that are in connection with product
licensing agreements with two clients and the related talent the Company
represents (see Note 10).
 
 Advertising
 The
Company expenses all advertising costs as incurred. Advertising expense included
in office and general expenses approximates $199,000 and $334,000 for the years
ended December 31, 2008 and 2007, respectively.
 
 Income
Taxes
 The
Company follows SFAS No. 109, “Accounting for Income Taxes,” which requires the
asset and liability method of accounting for income taxes. Under that method,
deferred tax assets and liabilities are recognized for the 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 computed using enacted tax rates, expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. A valuation allowance is provided when it is more likely
than not, that future benefits associated with a deferred tax asset will not be
realized.
  8
  Wilhelmina
      International Group
                          Notes
      to Combined Statements
                          December
      31, 2008 and 2007
 2
Summary of Significant Accounting Policies (continued)
 
 Reclassification
 Certain
amounts in the prior period financial statements presented have been
reclassified to conform to the current period financial statement presentation.
These reclassifications have no effect on previously reported net loss, members’
deficit or accumulated deficit.
  3
Property and Equipment
  
 December
      31,
                                
                                Estimated
      Useful Lives2008
                                
                                
                                2007Furniture
      and fixtures
                                
                                $
                                835,996
                                
                                
                                $
                                801,393
                                
                                5-7
      yearsEquipment
                                
                                
                                741,539
                                
                                
                                
                                717,877
                                
                                5-7
      yearsComputer
      software
                                
                                
                                19,865
                                
                                
                                
                                12,635
                                
                                5
      yearsLeasehold
      improvements
                                
                                
                                727,695
                                
                                
                                
                                678,323
                                
                                Remaining
      life of lease2,325,095
                                
                                
                                
                                2,210,228Less
      accumulated depreciation and amortization
                                
                                
                                (1,954,111
                                )
                                
                                
                                (1,859,335
                                )Net
      book value
                                
                                $
                                370,984
                                
                                
                                $
                                350,893
 
 Property
and equipment includes equipment under capital lease obligations with a cost of
$75,614 and related accumulated depreciation of $16,203 and $5,401 at December
31, 2008 and 2007, respectively.
 
 4
Intangible Assets
 As of
December 31, 2008 and 2007, intangible assets consist of the following assets
recognized upon the acquisition of the issued and outstanding stock of LW1 from
a related party in 1999:
 
 Goodwill
                      
                      $
                      145,530Customer
      relationships
                      
                      
                      16,000$
                      161,530
  5
Restricted Cash
 At
December 31, 2008, the Company has $175,000 of restricted cash that serves as
collateral for an irrevocable standby letter of credit. The letter of credit is
additional security under the New York lease extension that expires in December
2010.
 
 9
  Wilhelmina
      International Group
                            Notes
      to Combined Statements
                            December
      31, 2008 and 2007
 6
Investment in Unconsolidated Affiliate
 The
Company owns a fifty percent interest in an unconsolidated affiliate. Included
in receivable from affiliate are management fees receivable. The net receivable
from the affiliate was approximately $355,000 and $430,000 at December 31, 2008
and 2007, respectively.
 
 7
Line of Credit and Note Payable
 In
December 2005, the Company negotiated a financing agreement with a bank and used
the proceeds to pay off the loan from its previous financial institution. The
agreement consists of a $1,500,000 revolving line of credit and $1,000,000 term
note.
 
 Interest
on the revolving credit note is payable monthly at an annual rate of prime plus
one-half percent equal to 4.50% at December 31, 2008. The weighted average
interest rate for the years ended December 31, 2008 and 2007 was 5.71% and
8.65%, respectively. Availability under the revolving line of credit is subject
to a borrowing base computation.
 
 In
January 2008, the Company renewed the revolving line of credit with an increase
in borrowing capacity to $2,000,000, with availability subject to a borrowing
base computation. The revolving line of credit which was to expire August
30, 2008 was extended to November 30, 2008 and further extended to January
31, 2009.  For the period February 1, 2009 until March 30, 2009, the
Company was in default.  However, the bank had not requested repayment
of the line and the Company continued to finance its operations using this
revolving line of credit.  On March 31, 2009, the Company entered into
a modification and extension agreement with the bank which further extended the
maturity date to April 30, 2009.
 
 On
February 13, 2009, in order to facilitate the acquisition of the Company by New
Century Equity Holdings Corp. (“NCEH”) (see Note 14), the Company entered into a
certain letter agreement with a former stockholder (the "Letter Agreement"),
pursuant to which the former stockholder agreed that $1,750,000 of the cash
proceeds to be paid to him at the closing of the Acquisition Agreement would
instead be held in escrow. All or a portion of such amount held in escrow will
be used to satisfy the Company indebtedness  in connection with its
credit facility upon the occurrence of specified events including, but not
limited to, written notification to the Company of the termination or
acceleration of the credit facility. Any amount remaining will be released to
the stockholder upon the replacement or extension of the Company’s credit
facility, subject to certain requirements set forth in the Letter Agreement. In
the event any portion of the amount held in escrow is used to pay off the credit
facility, NCEH will promptly issue to the stockholder, in replacement thereof, a
promissory note in the principal amount of the amount
paid.
 
 The term
note is payable in monthly installments of $23,784 including principal and
interest calculated at a fixed rate of 6.65% per annum and matures in December
2009.
 
 The line
of credit and note payable are collateralized by all of the assets of the
Company, cross collateralized by the combined and consolidated companies herein
and is guaranteed by a principal of the Company.
 
 8 Due from Factor
 The
Company was a party to an agreement with a factor. The factor advanced a
subsidiary an aggregate of $1,564,000 during the year ended December 31, 2007,
all of which was repaid by December 31, 2007. For the year ended December 31,
2007, the Company paid $23,000 in fees to the factor and $56,300 in interest.
Included in accounts receivable at December 31, 2007 is $212,000 of funds on
deposit with the factor which was refunded to the Company in 2008. The agreement
with the factor was terminated in March 2008.
 
 9 Taxes Payable - Other Than Income
Taxes
 Taxes
payable – other than income taxes consists principally of payroll and
withholding taxes, including U.S. income taxes withheld on fees paid to foreign
models aggregating approximately $956,000 and $969,000 at December 31, 2008 and
2007, respectively.
  10
  Wilhelmina
      International Group
                              Notes
      to Combined Statements
                              December
      31, 2008 and 2007
 10
Commitments
 Capital
Lease Obligations
 In July
2007, the Company entered into a 36 month capital lease for equipment. The lease
obligation is payable monthly in the amount of $2,604 including interest at a
rate of 11.7% per annum.  Interest expense on these capital leases
totaled approximately $6,550 and $4,334 for the years ended December 31, 2008
and 2007, respectively.
 Years
      EndingDecember 31,
                              
                              Amount2009
                              
                              $
                              31,2452010
                              
                              
                              15,622Total
      minimum lease payments
                              
                              
                              46,867Less:
      amount representing interest
                              
                              
                              (4,072
                              )Present
      value of net minimum lease payments
                              
                              
                              42,795Less:
      current portion
                              
                              
                              (26,896
                              )Capitalized
      lease obligations, net of current portion
                              
                              $
                              15,899
 Operating
Leases
 The
Company is obligated under non-cancelable lease agreements for the rental of
office space and various other lease agreements for the leasing of office
equipment. These operating leases expire at various dates between 2008 and 2011.
In addition to the minimum base rent, the office space lease agreements provide
that the Company shall pay its pro-rata share of real estate taxes and operating
costs as defined in the lease agreement.
 
 Future
minimum payments under the lease agreements are summarized as
follows:
 
 Years
      EndingDecember
      31,
                      
                      Amount2009
                      
                      $
                      840,0002010
                      
                      
                      655,0002011
                      
                      
                      114,000$
                      1,609,000
 
 Rent
expense totaled approximately $910,000 and $815,000 for the years ended December
31, 2008 and 2007, respectively.
  11
 
 Licensing
Agreements
 In
2008, the Company entered into two product licensing agreements with two clients
(the “Licensee”) and a related talent the Company represents. Under the first
agreement, the Company earns service charges from the Licensee and commissions
from the talent for services performed in connection with the licensing
agreement. This licensing agreement has a six-year term which ends March 31,
2014. During the first three years of the agreement, the talent and the Company
are required to render services to the Licensee in exchange for a guaranteed
minimum payment.  The next three years of the agreement is the
sell-off period, as defined.  During the sell-off period, the talent
and the Company are not required to render services.  The talent will
earn royalties based on a certain percentage of net sales, as defined, and the
Company will earn a commission based on a certain percentage of the royalties
earned by the talent.  In 2008, the Company recorded approximately
$57,000 of revenue from this licensing agreement.
  Under
the second licensing agreement, the Company earns commissions from the talent
the Company represents and royalties from the client which is based on a certain
percentage of net sales, as defined. The initial term of this second agreement
expires on December 31, 2012. The second agreement is renewable for another two
years if certain conditions are met. In 2008, the Company recognized
approximately $28,000 of revenues from this agreement.
  Deferred
revenue would be recognized as follows:
 Years
      Ending
                                              December
      31,
                                            
                                            Amount2009
                                            
                                            $
                                            124,8562010
                                            
                                            
                                            124,8562011
                                            
                                            
                                            67,5652012
                                            
                                            
                                            322,082639,359Less,
      current portion
                                            
                                            
                                            (124,856
                                            )Deferred
      revenue, net of current portion
                                            
                                            $
                                            514,503
  12
  Wilhelmina
      International Group
                                Notes
      to Combined Statements
                                December
      31, 2008 and 2007
 10
Commitments (continued)
 Management
and Service Agreements
 Wilhelmina
has entered into agreements with both affiliated and non-affiliated entities to
provide management and administrative services, as well as sharing of space
where applicable. Compensation under these agreements may be either a fixed
amount or contingent upon the other parties’ commission income. Management fee
income under these agreements approximated $68,000 and $160,000 for the years
ended December 31, 2008 and 2007, respectively (See Note 11).
 
 Production
Series
 In 2007,
the Company entered into an agreement with a television network for development
of a television series. The Company will provide talent, use of the Company
trademark and logo and is obligated to utilize the services of the winner in
exchange for a fee per episode plus 15% of Modified Gross Adjusted Receipts, as
defined. The combined statement of operations includes $204,000 and $120,000 for
December 31, 2008 and 2007, respectively from this production
series.
 
 11
Related Party Transactions
 Note
Payable to Stockholder
 The
Company was obligated on a note payable to stockholder for $6 million which was
to mature on June 3, 2009. The note bore a stated rate of interest of 12.5% per
annum. Interest was paid monthly and aggregated $750,000 in each year ended
December 31, 2008 and 2007.  The note payable to stockholder was
repaid in February 2009 in connection with the acquisition of the Company by
NCEH, (see Note 14).
 
 Consulting
Fees Paid
 The
Company paid consulting fees of $125,000 for the years ended December 31, 2008
and 2007 to a 50% stockholder of the Company.
 
 Management
Fees Income
 The
Company provided management services to an unconsolidated affiliate in the
amount of $68,000 and $110,000 for the years ended December 31, 2008 and 2007,
respectively (See Notes 6 and 10).
 
 Due
from Officers
 Advances
to officers were non-interest bearing and were due on demand.  The
advances to officers were repaid in February 2009 in connection with the
acquisition of the Company by NCEH, (see Note 14).
  12
Income Taxes
 Provision for income tax expense consists of the
following:
 2008
                                                
                                                
                                                2007CurrentState
      and local
                                                
                                                $
                                                38,653
                                                
                                                
                                                $
                                                138,400Federal
                                                
                                                
                                                228,120
                                                
                                                
                                                
                                                73,822$
                                                266,773
                                                
                                                
                                                $
                                                212,222Deferred
      tax expense ( benefit)State
      and local
                                                
                                                $
                                                (40,000
                                                )
                                                
                                                $
                                                (180,000
                                                )Federal
                                                
                                                
                                                29,000
                                                
                                                
                                                
                                                (55,000
                                                )$
                                                (11,000
                                                )
                                                
                                                $
                                                (235,000
                                                )
  13
  Wilhelmina
      International Group
                                  Notes
      to Combined Statements
                                  December
      31, 2008 and 2007
 12 Income Taxes
(continued)
 The
components of deferred tax assets and liability consist of the
following:
 
 2008
                                                      
                                                      
                                                      2007Deferred
      tax assets - currentNet
      operating loss carryforwards
                                                      
                                                      $
                                                      212,000
                                                      
                                                      
                                                      $
                                                      162,000Allowance
      for doubtful accounts
                                                      
                                                      
                                                      9,000
                                                      
                                                      
                                                      
                                                      -Accrued
      bonus
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      23,000Deferred
      tax assets – current
                                                      
                                                      $
                                                      221,000
                                                      
                                                      
                                                      $
                                                      185,000Property
      and equipment
                                                      
                                                      
                                                      60,000
                                                      
                                                      
                                                      
                                                      80,000Deferred
      rent expense
                                                      
                                                      
                                                      (35,000
                                                      )
                                                      
                                                      
                                                      (30,000
                                                      )Deferred
      tax assets – long term, net
                                                      
                                                      $
                                                      25,000
                                                      
                                                      
                                                      $
                                                      50,000
 
 Management
determined that is was more likely than not that future taxable income would be
sufficient to enable the Company to realize all of its deferred tax assets.
Accordingly, no valuation allowance has been recorded at December 31,
2008.
 
 At
December 31, 2008, the Company had state and local net operating loss
carryforwards for tax purposes of approximately $1,800,000 in each jurisdiction,
expiring at various dates through 2028, subject to certain
limitations.
 
 The
combined financial statements include three related limited liability companies
which, for tax purposes, are treated as partnerships and one S Corp., and as
such, their income or loss and credits are passed to their members and
stockholders and combined with their other personal income and deductions to
determine taxable income on their individual tax returns. Accordingly, no
federal or state income taxes have been provided for; however, the Company has
included a provision for local income taxes in certain of these entities. The
net loss related to these limited liability companies and S Corp., is a loss of
approximately $310,000 and $875,000 for the years ended December 31, 2008 and
2007, respectively, and has been included in the combined statements of
operations.
 
 A
reconciliation of the provision for income taxes attributable to income from
operations computed at the Federal statutory rate to the reported provision for
income taxes is as follows:
 
 December
      31,2008
                                                                                                      
                                                                                                      2007Tax
      (credit) provision at Federal statutory rate
                                                                                                      
                                                                                                      
                                                                                                      34.00
                                                                                                      %
                                                                                                      
                                                                                                      
                                                                                                      (34.00
                                                                                                      %)Passed
      through entities with pre-tax losses notincluded
      in Federal tax return
                                                                                                      
                                                                                                      
                                                                                                      33.20
                                                                                                      %
                                                                                                      
                                                                                                      
                                                                                                      156.11
                                                                                                      %State
      and city net operating loss carryforward
                                                                                                      
                                                                                                      
                                                                                                      7.41
                                                                                                      %
                                                                                                      
                                                                                                      
                                                                                                      50.22
                                                                                                      %State
      and city tax provision, net of Federalbenefit
                                                                                                      
                                                                                                      
                                                                                                      (4.57
                                                                                                      %)
                                                                                                      
                                                                                                      
                                                                                                      (85.83
                                                                                                      %)Utilization
      of net operating loss carryforward
                                                                                                      
                                                                                                      
                                                                                                      0.00
                                                                                                      %
                                                                                                      
                                                                                                      
                                                                                                      (96.66
                                                                                                      %)Other
      temporary differences
                                                                                                      
                                                                                                      
                                                                                                      2.51
                                                                                                      %
                                                                                                      
                                                                                                      
                                                                                                      10.97
                                                                                                      %Non-deductible
      expenses and other
                                                                                                      
                                                                                                      
                                                                                                      8.22
                                                                                                      %
                                                                                                      
                                                                                                      
                                                                                                      (12.87
                                                                                                      %)80.77
                                                                                                      %
                                                                                                      
                                                                                                      
                                                                                                      (12.06
                                                                                                      %)
  14
  Wilhelmina
      International Group
                                    Notes
      to Combined Statements
                                    December
      31, 2008 and 2007
 13 Contingencies
 (a)
                In
      August 2008, the Company entered into a Voluntary Compliance Agreement
      with the New York State Comptroller’s Office of Unclaimed Funds (“OUF”),
      pursuant to which, among other things, the Company will submit to the OUF
      an analysis of the Company’s liability with respect to unclaimed funds for
      the period from 1996 to 2008. No interest or penalties will be imposed on
      the Company with respect to any such liability, if established, under the
      terms of any resulting settlement agreement. The Company recently received
      an extension until May 13, 2009 to submit such an analysis to the
      Comptroller’s office. As of December 31, 2008 and 2007, the Company has
      estimated that its potential aggregate liability could amount to an
      aggregate of $95,000 which such amount has been accrued. In addition, the
      Company has recorded amounts due to models which they have located
      aggregating approximately $45,000.(b)
                In
      February 2006, the Company filed a claim against a former international
      client for breach of contract and quantum meruit.  The attempts
      to mediate have been unsuccessful.  In January 2009, a motion
      for summary judgement was denied.  The case is scheduled for
      trial on June 9, 2009.(c)
                In
      the normal course of business, the Company is subject to various legal
      proceedings, the resolution of which in management’s opinion will not have
      a material adverse effect on the financial position or the results of
      operations of the
Company.
  14
Subsequent Event – Change of Control
 On
February 5, 2009, the stockholders of NCEH, a publicly traded company, approved
its proposed acquisition of the Company. On February 13, 2009, NCEH completed
the acquisition of the Company.  Upon the closing of the acquisition,
NCEH's name was changed to Wilhelmina International, Inc.
  15