0608013 Informal Interpretation

From:(redacted)

Sent:Tuesday, August 29, 2006 3:05 PM

To:Verne, B. Michael

Subject:size of person question

Hi Mike. I need your help figuring out how todetermine size of person in the following scenario:

At the time of aproposed acquisition, Company A will be within Company B, a publicly tradedcompany with no sales and a balance sheet that reflects total assets of about$1 million. Company A has no operations and does not yet have a regularlyprepared balance sheet. Company A recently acquired Company C which has salesand assets. Company C's sales in 2005 were less than $11.3 million. I know thatwe need to account for the assets of C since they are not accounted for on B'sbalance sheet, but I don't quite know how to do this. I don't believe that Chad a regularly prepared balance sheet before it was acquired by A, but amwaiting for confirmation. If C did have a regularly prepared balance sheet, dowe rely on that or do we create a pro forma? If C did not have a regularly preparedbalance sheet, do we create a pro forma?