Exhibit 10.27

     

    
      
        	
                PROFORMA
      UNAUDITED CONDENSED COMBINED BALANCE SHEETS

              	 	 	 	 	 	 	 	 
	 
      	 	
                Historical

              	 	 	 	 	 	 	 	 	 	 	 	 	 	
                Pro
      forma

              	 
	
                 ($000
      USD)

              	 	 	 	 	
                Qualytextil

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                APRIL
      30, 2008

              	 	
                AS
      REPORTED

              	 	 	
                US
      GAAP /USD

              	 	 	
                Adjustment

              	 	 	
                Adjustment

              	 	 	
                Adjustment

              	 	 	
                Adjustment

              	 	 	 	 
	 
      	 	
                4/30/08

              	 	 	
                4/30/08

              	 	 	 (1)	 	 (2)	 	 (3)	 	 (4)	 	
                4/30/08

              	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Current
      assets:

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Cash
      and cash equivalents

              	 	$	3,001	 	 	$	34	 	 	$	(13,344	)	 	$	13,344	 	 	$	-	 	 	$	-	 	 	$	3,035	 
	
                Accounts
      receivable, net

              	 	 	17,374	 	 	 	1,199	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	18,573	 
	
                Inventories

              	 	 	40,658	 	 	 	3,309	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	43,967	 
	
                Deferred
      income taxes

              	 	 	1,970	 	 	 	 	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1,970	 
	
                Other
      current assets

              	 	 	2,401	 	 	 	210	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	2,611	 
	
                     Total
      current assets

              	 	 	65,404	 	 	 	4,752	 	 	 	(13,344	)	 	 	13,344	 	 	 	-	 	 	 	-	 	 	 	70,156	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Investment
      in subsidiaries

              	 	 	-	 	 	 	-	 	 	 	13,694	 	 	 	-	 	 	 	-	 	 	 	(13,694	)	 	 	-	 
	
                Property
      and equipment, net

              	 	 	13,255	 	 	 	1,246	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	110	 	 	 	14,611	 
	
                Good
      will

              	 	 	871	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	9,595	 	 	 	10,466	 
	
                Other
      assets

              	 	 	119	 	 	 	791	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	910	 
	 
      	 	$	79,649	 	 	$	6,789	 	 	$	350	 	 	$	13,344	 	 	$	0	 	 	$	(3,989	)	 	$	96,143	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                       LIABILITIES
      AND STOCKHOLDER’S EQUITY:

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Current
      liabilities:

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Current
      maturities-long term debt

              	 	$	94	 	 	$	3,093	 	 	$	-	 	 	$	-	 	 	$	(3,093	)	 	$	-	 	 	$	94	 
	
                Accounts
      payable

              	 	 	3,754	 	 	 	1,960	 	 	 	350	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	6,064	 
	
                Accrued
      expenses and other current liabilities

              	 	 	1,732	 	 	 	1,517	 	 	 	-	 	 	 	-	 	 	 	(759	)	 	 	-	 	 	 	2,490	 
	
                     Total
      current liabilities

              	 	 	5,580	 	 	 	6,570	 	 	 	350	 	 	 	-	 	 	 	(3,852	)	 	 	-	 	 	 	8,648	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Construction
      loan payable

              	 	 	1,810	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1,810	 
	
                Other
      Liabilities

              	 	 	-	 	 	 	82	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	82	 
	
                Bank
      Debt & debentures

              	 	 	3,467	 	 	 	-	 	 	 	-	 	 	 	13,344	 	 	 	-	 	 	 	 	 	 	 	16,811	 
	
                     Total
      liabilities

              	 	 	10,857	 	 	 	6,652	 	 	 	350	 	 	 	13,344	 	 	 	(3,852	)	 	 	 	 	 	 	27,351	 
	
                STOCKHOLDERS
      EQUITY:

              	 	 	 	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	
                Common
      Stock

              	 	 	55	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	55	 
	
                Less
      treasury stock at cost

              	 	 	(1,084	)	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(1,084	)
	
                Other
      comprehensive income

              	 	 	12	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	12	 
	
                Additional
      paid-in capital

              	 	 	49,274	 	 	 	1,269	 	 	 	-	 	 	 	-	 	 	 	3,852	 	 	 	(5,121	)	 	 	49,274	 
	
                Retained
      earnings

              	 	 	20,535	 	 	 	(1,132	)	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1,132	 	 	 	20,535	 
	
                     Total
      stockholders’ equity

              	 	 	68,792	 	 	 	137	 	 	 	-	 	 	 	-	 	 	 	3,852	 	 	 	(3,989	)	 	 	68,792	 
	 
      	 	$	79,649	 	 	$	6,789	 	 	$	350	 	 	$	13,344	 	 	$	0	 	 	$	(3,989	)	 	$	96,143	 


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
10.27

      NOTES TO:
PROFORMA UNAUDITED CONDENSED COMBINED BALANCE SHEETS

      
        	
                APRIL
      30, 2008

              


      

      


      
        
          	 
      	 	 	 	 	
                  Transaction
      Amount

                	 
	 	 	 	 	 	 	 	 
	
                  (1)
      Record intitial purchase price paid by Lakeland

                	 	 	 	 	$	13,344	 
	 	 	 	 	 	 	 	 
	
                   (1a)
      Estimated transaction costs:

                	 	 	 	 	 	 	 
	
                      Brazil
      tax on incoming capital

                	 	 	50	 	 	 	-	 
	 	 	 	 	 	 	 	 	 
	
                      Estimated
      legal & accounting fees

                	 	 	300	 	 	 	350	 
	 	 	 	 	 	 	 	 	 
	
                   (2)
      Record bank borrowing by Lakeland to cover cash out

                	 	 	 	 	 	 	-	 
	 	 	 	 	 	 	 	 	 
	
                   (3)
      Record repayments of Qualytextil debt from purchase price
      proceeds

                	 	 	 	 	 	 	(3,852	)
	 	 	 	 	 	 	 	 	 
	
                  (4)
      Consolidation entries serve to eliminate the investment in subsidiaries
      against the underlying net assets acquired of $137,000. Such acquired
      assets are adjusted for estimated fair value of real estate at closing
      resulting in a revaluation of $110,000. The difference is reflected as
      goodwill. The Company is in the process of identifying intangible assets
      arising from this transaction. The identified intangible assets if any
      will be assigned values and amortized over their useful lives for assets
      with finite lives. Intangible assets identified with infinite lives will
      be tested for impairment annually. The goodwill of $9,595,000 will be
      adjusted accordingly for the intangible assets recognized during this
      process.

                	 	 	 	 	 	 	(137
(110	)
)
	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	$	9,595