8-K/A 1 jove8k32005.txt JOVE CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 29, 2004 Jove Corporation ---------------- (Exact Name of Registrant as Specified in its Charter) Michigan 0-12123 38-2459626 --------- -------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or jurisdiction) Identification Number) 3220 Coolidge, Berkley, Michigan 48072 --------------------------------- ------ (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (248) 542-6111 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 INFORMATION TO BE INCLUDED IN THE REPORT Item 2.01. Completion of Acquisition or Disposition of Assets. Acquisition of West Pier Corporation and Michigan Business Development Company On December 30, 2004, Jove Corporation closed the acquisition of 100% of the common stock of West Pier Corporation and approximately 88.5% of the common stock of Michigan Business Development Company, formerly known as Michigan BIDCO, Inc. ("MBDC"). We had previously acquired 100% of the outstanding preferred stock of MBDC in March 2004. On January 5, 2005, we filed a Current Report on Form 8-K reporting that we had completed the acquisition of West Pier and MBDC and that the financial statements and pro forma financial information required under Item 9.01 would be filed no later than March 17, 2005. This Amendment No. 1 to the Current Report on Form 8-K contains the required financial statements and pro forma financial information. The description of the acquisition of West Pier and MBDC contained in this Item 2.01 is qualified in its entirety by reference to the full text of the Purchase and Sale Agreement dated March 24, 2004, by and among Jove Corporation and the shareholders of MBDC and West Pier, which was filed as Exhibit 2.1 to the original Form 8-K and is incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. Audited financial statements of Michigan Business Development Company (formerly Michigan BIDCO, Inc.) at December 31, 2003 and 2002, and for each of the two years in the period ended December 31, 2003, and the notes related thereto. Unaudited balance sheet of Michigan Business Development Company (formerly Michigan BIDCO, Inc.) at September 30, 2004 and 2003, and the related unaudited statements of operations and cash flows for the nine month periods ended September 30, 2004 and 2003. Audited financial statements of West Pier Corporation at December 31, 2003 and 2002, and for each of the two years in the period ended December 31, 2003, and the notes related thereto. Unaudited balance sheet of West Pier Corporation at September 30, 2004 and 2003, and the related unaudited statements of operations and cash flows for the nine month periods ended September 30, 2004 and 2003. (b) Pro Forma Financial Information. Unaudited pro-forma condensed consolidated balance sheet as of December 31, 2003, and September 30, 2004. Unaudited pro-forma condensed consolidated statements of operations for the year ended December 31, 2003 and for the nine months ended September 30, 2004. Notes to unaudited pro-forma condensed consolidated financial statements. 2 (c) Exhibits Exhibit Number Description 2.1* Purchase and Sale Agreement dated March 24, 2004, by and among the registrant and the shareholders of Michigan Business Development Company and West Pier Corporation 10.13* Stock Transfer Agreement dated March 24, 2004, among the registrant, Lyre, LLC, CCG Partners, LLC, and the shareholders of Michigan Business Development Company and West Pier Corporation 10.14* Preferred Stock Purchase Agreement dated March 24, 2004, between the registrant and University Bank 10.15(a)* Contingent and Unsecured Promissory Note dated March 24, 2004, in the principal amount of $308,450.82, issued to Stephen Lange Ranzini 10.15(b)* Contingent and Unsecured Promissory Note dated March 24, 2004, in the principal amount of $369,685.25, issued to Clare Family Trust 10.15(c)* Contingent and Unsecured Promissory Note dated March 24, 2004, in the principal amount of $32,609.08, issued to Mildred Lange Ranzini 10.15(d)* Contingent and Unsecured Promissory Note dated March 24, 2004, in the principal amount of $213,100.85, issued to Mildred Lange Ranzini Trust 10.16* Promissory Note dated March 24, 2004, in the principal amount of $600,000, issued to University Bank 10.17* Security Agreement dated March 24, 2004, between the registrant, as debtor, and University Bank, as secured party 10.18* Promissory Note dated December 29, 2004, in the principal amount of $322,429.47, issued to Stephen Lange Ranzini, Joseph Lange Ranzini, and Angela Ranzini 99.1 Audited financial statements of Michigan Business Development Company (formerly Michigan BIDCO, Inc.) at December 31, 2003 and 2002, and for each of the two years in the period ended December 31, 2003, and the notes related thereto. 99.2 Unaudited balance sheet of Michigan Business Development Company (formerly Michigan BIDCO, Inc.) at September 30, 2004 and 2003, and the related unaudited statements of operations and cash flows for the nine month periods ended September 30, 2004 and 2003. 99.3 Audited financial statements of West Pier Corporation at December 31, 2003 and 2002, and for each of the two years in the period ended December 31, 2003, and the notes related thereto. 99.4 Unaudited balance sheet of West Pier Corporation at September 30, 2004 and 2003, and the related unaudited statements of operations and cash flows for the nine month periods ended September 30, 2004 and 2003. 99.5 Unaudited pro-forma condensed consolidated balance sheet as of December 31, 2003, and September 30, 2004. Unaudited pro-forma condensed consolidated statements of operations for the year ended December 31, 2003 and for the nine months ended September 30, 2004. Notes to unaudited pro-forma condensed consolidated financial statements. -------------- * Previously filed. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JOVE CORPORATION Dated: May 13, 2005 By: /s/ Clifton S. Crockatt ------------------------------------- Clifton S. Crockatt President and Chief Executive Officer 4 EXHIBIT INDEX Exhibit Number Description 2.1* Purchase and Sale Agreement dated March 24, 2004, by and among the registrant and the shareholders of Michigan Business Development Company and West Pier Corporation 10.13* Stock Transfer Agreement dated March 24, 2004, among the registrant, Lyre, LLC, CCG Partners, LLC, and the shareholders of Michigan Business Development Company and West Pier Corporation 10.14* Preferred Stock Purchase Agreement dated March 24, 2004, between the registrant and University Bank 10.15(a)* Contingent and Unsecured Promissory Note dated March 24, 2004, in the principal amount of $308,450.82, issued to Stephen Lange Ranzini 10.15(b)* Contingent and Unsecured Promissory Note dated March 24, 2004, in the principal amount of $369,685.25, issued to Clare Family Trust 10.15(c)* Contingent and Unsecured Promissory Note dated March 24, 2004, in the principal amount of $32,609.08, issued to Mildred Lange Ranzini 10.15(d)* Contingent and Unsecured Promissory Note dated March 24, 2004, in the principal amount of $213,100.85, issued to Mildred Lange Ranzini Trust 10.16* Promissory Note dated March 24, 2004, in the principal amount of $600,000, issued to University Bank 10.17* Security Agreement dated March 24, 2004, between the registrant, as debtor, and University Bank, as secured party 10.18* Promissory Note dated December 29, 2004, in the principal amount of $322,429.47, issued to Stephen Lange Ranzini, Joseph Lange Ranzini, and Angela Ranzini 99.1 Audited financial statements of Michigan Business Development Company (formerly Michigan BIDCO, Inc.) at December 31, 2003 and 2002, and for each of the two years in the period ended December 31, 2003, and the notes related thereto. 99.2 Unaudited balance sheet of Michigan Business Development Company (formerly Michigan BIDCO, Inc.) at September 30, 2004 and 2003, and the related unaudited statements of operations and cash flows for the nine month periods ended September 30, 2004 and 2003. 99.3 Audited financial statements of West Pier Corporation at December 31, 2003 and 2002, and for each of the two years in the period ended December 31, 2003, and the notes related thereto. 99.4 Unaudited balance sheet of West Pier Corporation at September 30, 2004 and 2003, and the related unaudited statements of operations and cash flows for the nine month periods ended September 30, 2004 and 2003. 99.5 Unaudited pro-forma condensed consolidated balance sheet as of December 31, 2003, and September 30, 2004. Unaudited pro-forma condensed consolidated statements of operations for the year ended December 31, 2003 and for the nine months ended September 30, 2004. Notes to unaudited pro-forma condensed consolidated financial statements. -------------- * Previously filed. EXHIBIT 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders Michigan BIDCO, Inc. Ann Arbor, Michigan We have audited the accompanying balance sheet of Michigan BIDCO, Inc. as of December 31, 2003, including the schedules of investments in loans and securities, and the related statements of operations and accumulated deficit and cash flows for the year then ended. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Michigan BIDCO, Inc. as of December 31, 2002 were audited by other auditors, whose opinion dated March 23, 2003 expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Michigan BIDCO, Inc. as of December 31, 2003 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ Virchow, Krause & Company, LLP Bingham Farms, Michigan March 17, 2005 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors Michigan BIDCO, Inc. We have audited the balance sheet of Michigan BIDCO, Inc as of December 31, 2002, including the schedules of investments in loans and securities, and the related statements of operations and accumulated deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America as established by the Auditing Standards Board of the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Michigan BIDCO, Inc. as of December 31, 2002 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Grant Thornton LLP Southfield, Michigan March 21, 2003 1 MICHIGAN BIDCO, INC. BALANCE SHEETS December 31, 2003 and 2002 ASSETS December 31, December 31, 2003 2002 --------------- -------------- Cash $ 1,833 $ 41,702 Other receivables 222,389 102 Corporate stock - 572,679 Loans receivable 130,848 628,457 Furniture and equipment - 8,658 Deferred income taxes - 131,400 Accrued interest receivable - 80,177 Real estate investment 90,960 - Prepaid expenses 3,974 916 ------------ ------------ TOTAL ASSETS $ 450,004 $ 1,464,091 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Accounts payable $ 189,629 $ 30,340 Accrued expenses and other liabilities 11,784 - Federal income tax payable - 115,400 Loans payable - related party (Note 5) 35,000 - Dividend payable 90,000 45,000 ------------ ------------ Total liabilities 326,413 190,740 ------------ ------------ STOCKHOLDERS' EQUITY Common stock, $1,000 stated value; Authorized, 60,000 shares Issued and outstanding, 754 shares 754,000 754,000 Redeemable preferred stock, $1,000 stated value; Authorized and outstanding 600 shares in 2003 and 2002; 7.5% cumulative dividend 600,000 600,000 Accumulated deficit (1,230,409) (80,649) ------------ ------------ Total stockholders' equity 123,591 1,273,351 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDER EQUITY $ 450,004 $ 1,464,091 ============ ============ See accompanyng notes to consolidated financial statements 2 MICHIGAN BIDCO, INC STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT For the Years Ended December 31, 2003 and 2002 December 31, December 31, 2003 2002 ---------------- -------------- REVENUES Market value adjustment on investments and loans $ (548,640) $ (287,515) Other investment gains (losses) (Note 7) (568,880) 568,880 Net realized losses on sale of investment - (94,079) Interest income 20,675 197,830 Other 41,196 3,848 ------------ ------------ Total revenues (1,055,649) 388,964 EXPENSES General and administrative 39,111 148,116 ------------ ------------ INCOME (LOSS) BEFORE FEDERAL INCOME TAXES (1,094,760) 240,848 FEDERAL INCOME TAX EXPENSE (Note 3) 10,000 - ------------ ------------ NET INCOME (LOSS) $ (1,104,760) $ 240,848 Preferred dividend 45,000 45,000 Net income (loss) applicable to common shares $ (1,149,760) $ 195,848 ============ ============ Net income (loss) per common share - basic and diluted $ (1,524.88) $ (259.75) ============ ============ Weighted average common shares outstanding 754 754 ============ ============ ACCUMULATED DEFICIT Balance at beginning of year $ (80,649) $ (276,497) Net income (loss) (1,104,760) 240,848 Preferred dividend (45,000) (45,000) ------------ ------------ Balance at end of year $ (1,230,409) $ (80,649) ============ ============= See accompanyng notes to consolidated financial statements 3

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES During 2002, BIDCO acquired 28,444 shares of InterComputer, Inc., in exchange for software, intellectual property rights and patents applied for valued at $568,880. During 2003, BIDCO acquired real estate in the foreclosure of Escanaba Paper Converting Company. The real estate is currently valued at $90,460. During 2003, BIDCO wrote off its investment of $568,880 in InterComputer, Inc. See accompanyng notes to consolidated financial statements 4 MICHIGAN BIDCO, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION This Summary of Significant Accounting Policies of Michigan BIDCO, Inc. ("BIDCO") is presented to assist in understanding BIDCO's financial statements. The financial statements and notes are representations of BIDCO's management, who are responsible for the integrity and objectivity of such financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. NATURE OF OPERATIONS BIDCO, which began operations on May 17, 1993, was incorporated for the purpose of providing financing to small businesses located in Michigan for the purpose of creating business and industrial development. BIDCO is a business and industrial development company with offices in Ann Arbor and Traverse City, Michigan. BIDCO makes risk-oriented investments in the form of loans or direct equity investment, or a combination thereof, to businesses located in Michigan. Although BIDCO focused its lending efforts in northern Michigan during the first two years of its operations, investment into southern Michigan will be an increasingly important focus of BIDCO's future business development plan. INVESTMENT COMPANY METHOD The financial statements of BIDCO are presented using the investment company method and, accordingly, investments in stocks, limited liability companies and loans ("Investments") are reported at fair value. BIDCO typically invests in companies for which current market quotations are not readily available; therefore, management estimates the fair value of investments on a quarterly basis and the Board of Directors approves the fair value estimates. In deriving its estimates, management reviews the financial condition and operating performance of the investee companies, as well as performance of the investee companies with their contractual arrangements with BIDCO. The fair value of investments is then estimated by use of operating cash flow multiples applicable to a company's industry, discounted cash flow analysis, and other valuation techniques. Management and the Board of Directors believe the procedures used and assumptions made are reasonable in the circumstances; however, the fair value estimates may differ significantly from the values that would have been used had current market quotations been available. Investments at December 31, 2003 and 2002 were as follows:

REAL ESTATE INVESTMENT Real estate investment consists of property acquired as a result of the foreclosure of a loan to Escanaba Paper Converting Company, LLC. Real estate investment is valued at the lower of cost or estimated net realizable value at December 31, 2003 and 2002. REDEEMABLE PREFERRED STOCK BIDCO issued shares of redeemable preferred stock to University Bank in 2001 in exchange for 280 shares of BIDCO common stock, which represented 27.08% of BIDCO's outstanding common stock. Cumulative dividends are paid at the rate of 7.5% per annum. Unpaid cumulative dividends totaled $90,000 and $45,000 at December 31, 2003 and 2002, respectively. The preferred shares are redeemable by BIDCO as excess cash is available in $1,000 5 increments. Excess cash is defined as working capital in excess of $50,000. The preferred shares must be redeemed no later than December 31, 2004. In the event that BIDCO does not have sufficient working capital to redeem the shares and cumulative dividends, BIDCO common shareholders have agreed to invest the funds required. See Note 2. USE OF ESTIMATES The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The primary estimates incorporated into these financial statements, which are more susceptible to change in the near term, are the fair value of BIDCO's investments in loans and securities. EARNINGS PER SHARE Earnings per share are based upon the weighted average shares outstanding. There were 754 shares of common stock outstanding for the years ended December 31, 2003 and 2002. INTEREST INCOME Interest on loans is accrued over the term of the loan based on the amount of principal outstanding. Where serious doubt exists as to the collectibility of a loan, the accrual of interest is discontinued, and the fair value of the loan is reduced. The following table represents non-accrual status loans at December 31, 2003 and 2002. During the year ended December 31, 2003 and 2002, there was no cash received related to these loans. The average value of these loans approximates the ending value at December 31, 2003 and 2002:

BASIS OF ACCOUNTING BIDCO uses the accrual method of accounting for financial statement reporting. CASH AND CASH EQUIVALENTS For purposes of reporting cash flows, BIDCO considers all cash accounts and all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. FURNITURE, FIXTURES AND EQUIPMENT Furniture, fixtures and equipment are stated at cost less allowance for depreciation. The total cost of furniture, fixtures and equipment was $71,636 at December 31, 2003 and 2002. Total accumulated depreciation of furniture, fixtures and equipment was $71,636 and $71,619 at December 31, 2003 and 2002, respectively. Expenditures for normal repairs and maintenance are charged to operations as they are incurred. Depreciation is calculated using the MACRS method over the estimated useful lives (5-7 years) of the related assets. Total depreciation expense for the years ended December 31, 2003 and 2002 was $17 and $12,741, respectively. INCOME TAXES Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," (SFAS 109) requires that deferred income taxes reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their basis for financial reporting purposes. In addition, SFAS 109 requires the recognition of future tax benefits, such as net operating loss carryforwards, to the extent that realization of such benefits are more likely than not. 6 RECLASSIFICATIONS Certain amounts in 2002 financial statements have been reclassified to conform to the 2003 presentation. FAIR VALUE OF FINACIAL INSTRUMENTS For certain of BIDCO's financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities, the carrying amounts approximate fair value due to their short maturity. Long-term fixed rate notes are carried at amounts that approximate fair value. NEW ACCOUNTING PRONOUNCEMENTS In April 2002, Financial Accounting Standards Board (FASB) issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections," effective for fiscal years beginning after May 15, 2002. The adoption of SFAS No. 145 did not have a material effect on BIDCO's consolidated financial statements. In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires the recognition of a liability for a cost associated with an exit or disposal activity when the liability is incurred versus the date BIDCO commits to an exit plan. In addition, SFAS No. 146 states the liability should be initially measured at fair value. The requirements of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 did not have a material effect on BIDCO's consolidated financial statements. In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" (FIN 45). FIN 45 clarifies the requirements for a guarantor's accounting for and disclosure of certain guarantees issued and outstanding. The initial recognition and initial measurement provisions of FIN 45 are applicable to guarantees issued or modified after December 31, 2002. The disclosure requirements of FIN 45 are effective for financial statements for periods ending after December 15, 2002. The adoption of FIN 45 did not have a material effect on BIDCO's consolidated financial statements. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure." SFAS No. 148 is an amendment to SFAS No. 123 providing alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation and also provides required additional disclosures about the method of accounting for stock-based employee compensation. The amendments are effective for financial statements for fiscal years ending after December 15, 2002 and for the interim periods beginning after December 15, 2002. The adoption of SFAS No. 148 did not have a material effect on BIDCO's consolidated financial statements. In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46). FIN 46 states that companies that have exposure to the economic risks and potential rewards from another entity's assets and activities and have a controlling financial interest in a variable interest entity should consolidate the entity, despite the absence of clear control through a voting equity interest. The consolidation requirements apply to all variable interest entities created after January 31, 2003. For variable interest entities that existed prior to February 1, 2003, the consolidation requirements are effective for annual or interim periods beginning after December 15, 2004. Disclosure of significant variable interest entities is required in all financial statements issued after January 31, 2003, regardless of when the variable interest was created. BIDCO does not expect the adoption of FIN 46 to have a material effect on BIDCO's consolidated financial statements as they do not have any variable interest entities. In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," effective for contracts entered into or modified after June 30, 2003. This amendment clarifies when a contract meets the characteristics of a derivative, clarifies when a derivative contains a financing component 7 and amends certain other existing pronouncements. The adoption of SFAS No. 149 did not have a material effect on BIDCO's consolidated financial statements. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. SFAS No. 150 requires the classification as a liability of any financial instruments with a mandatory redemption feature, an obligation to repurchase equity shares, or a conditional obligation based on the issuance of a variable number of its equity shares. BIDCO does not have any financial instruments as defined by SFAS No. 150. The adoption of SFAS No. 150 did not have a material effect on BIDCO's consolidated financial statements. NOTE 2 - RELATED PARTY TRANSACTIONS BIDCO maintains cash balances at University Bank, which is the preferred shareholder of BIDCO as of December 31, 2003. The amounts on deposit at University Bank on December 31, 2003 and 2002 were $5,508 and $41,702, respectively. BIDCO's deposits are insured by the FDIC up to $100,000. During 1995 and 1996, BIDCO donated $300,000 to Northern Michigan Foundation (the "Foundation") to provide the initial capital of the Foundation in order to qualify it to become an intermediary lender under the U.S. RECDS Intermediary Relending Program. As a result of its capitalization by BIDCO, the Foundation was able to borrow a total of $2,000,000 from the U.S RECDS at 1% interest with a 30 year term. The management of BIDCO and the Foundation are substantially identical, but the Boards of Directors are not. The Foundation reimburses BIDCO for management services under an agreement. BIDCO anticipates that on an ongoing basis a portion of its overhead will be borne by the Foundation. During 2003 and 2002, the Foundation reimbursed BIDCO $48,000 for each year. BIDCO participates in several loans originated by the Foundation. University Bank owns 600 shares of BIDCO's preferred stock. BIDCO's Chairman of the Board, President, and Treasurer also is President and Chairman of University Bank. The Chairman of the Board, President and Treasurer of BIDCO is also the Chairman of InterComputer, Inc. In 2002, BIDCO acquired a 28.4% ownership interest in InterComputer, Inc. in exchange for software, intellectual rights and patents applied for covering a proprietary email based payment system. NOTE 3 - INCOME TAXES Federal income tax consists of the following amounts: 2003 2002 -------------- ------------- Current expense $ (121,400) $ 131,400 Deferred expense (217,934) (131,400) Change in valuation allowance 349,334 - -------------- ------------- $ 10,000 $ - ============== ============= The net deferred tax asset (liability) at December 31, 2003 and 2002 is comprised of the following: 2003 2002 -------------- ------------- Net operating loss carryforward $ 95,000 $ - Valuation adjustment on loans and investments 465,000 711,679 Basis in limited liability company _ (376,462) -------------- ------------- Deferred tax assets 560,000 342,066 Valuation allowance of deferred tax asset (560,000) (210,666) -------------- ------------- Net deferred tax assets $ - $ 131,400 ============== ============= 8 At December 31, 2003, BIDCO has net operating loss carryforwards of approximately $279,000 available to offset future taxable income expiring between 2004 and 2023. Utilization of net operating losses is subject to limitation should there be a change of control as defined in the Internal Revenue Code. The difference between the financial statement tax expense and amounts computed by applying the statutory federal rate of 34% to pretax income is reconciled as follows: 2003 2002 -------------- ------------- Statutory rate applied to income before taxes $ (372,218) $ 81,888 Effect of valuation allowance and other 382,218 (81,888) ------------- ------------ $ 10,000 $ -0- ============= ============ NOTE 4 - COMMITMENTS AND CONTINGENCIES Loan commitments (including unused lines of credit and letters of credit) are made to accommodate the financial needs of BIDCO's customers. The commitments have credit risk essentially the same as that involved in extending loans to other customers, and are subject to BIDCO's normal credit policies and collateral requirements. Loan commitments were $0 at both December 31, 2003 and 2002. NOTE 5 - NOTES PAYABLE 2003 2002 ------------ ------------ Note payable, interest at 7.5% beginning January 1, 2004, demand note with no monthly payments $ 35,000 $ -0- ============= ============ In August 2003, West Pier Corporation loaned $35,000 to BIDCO. The note is a demand note that bears interest at 7.5%. No monthly payments are required on the note. Stephan Lange Ranzini is President and shareholder of both BIDCO and West Pier Corporation. NOTE 6 - SUBSEQUENT EVENTS In August 2004, BIDCO obtained approval from the State of Michigan for the termination of BIDCO's license as a business and industrial development company under the laws of the State of Michigan so that BIDCO can proceed with the closing of its acquisition by Jove Corporation. Subsequent to December 31, 2003, the name of BIDCO was changed to Michigan Business Development Company, or "MBDC". NOTE 7 - OTHER INVESTMENT GAINS/LOSSES During the year ended December 31, 2002, BIDCO agreed to exchange software, intellectual property rights and patents applied for related to an email based payment system for 28,444 shares of InterComputer, Inc. valued at $568,880. As a result of this transaction, an investment gain was recorded in the amount of $568,880 and included in the statement of operations during the year ended December 31, 2002. During the year ended December 31, 2003, BIDCO and InterComputer, Inc. terminated the above agreement and all claims between each company were released. As a result of this transaction, an investment loss was recorded in the amount of $568,880 and included in the statement of operations during the year ended December 31, 2003. 9

(1) During the year ended December 31, 2003, the investment in InterComputer, Inc. and the loan to Active Homes were adjusted to net realizable value, which approximates fair market value. (2) During the year ended December 31, 2003, the investment in Austin Trading Partners, LP was deemed worthless and the remaining balance was written off. (3) During the year ended December 31, 2003, these loans were repaid in full. (4) During 2003, BIDCO acquired real estate as a result of the foreclosure of the Escanaba Paper Converting Company, LLC, loan. The real estate currently is valued at $90,460. 10 1 EXHIBIT 99.2 MICHIGAN BIDCO, INC. UNAUDITED BALANCE SHEETS September 30, 2004 and 2003 ASSETS September 30, September 30, 2004 2003 --------------- ------------ Cash $ 1,679 $ 1,912 Other receivables 121,460 - Accrued interest receivable - 148 Loans receivable 130,848 626,522 Furniture and fixtures - 1,549 Deferred tax asset - 125,400 Real estate investment 90,960 - Prepaid expenses 887 1,925 ----------- ----------- TOTAL ASSETS $ 345,834 $ 757,456 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Accounts payable $ 36,323 $ 1,789 Loans payable - related party (Note 4) 219,936 35,000 Dividend payable - 67,500 Income tax payable - 115,400 Accrued expenses and other liabilities 11,295 400 Total liabilities 267,554 220,089 STOCKHOLDERS' EQUITY Common stock, $1,000 stated value Authorized, 60,000 shares Issued and outstanding, 754 shares 754,000 754,000 Redeemable preferred stock, $1,000 stated value; authorized and outstanding 600 shares; 7.5% cumulative dividend 600,000 600,000 Accumulated deficit (1,275,720) (816,633) ----------- ----------- Total stockholders' equity 78,280 537,367 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDER EQUITY $ 345,834 $ 757,456 =========== =========== See accompanyng notes to consolidated financial statements 1 MICHIGAN BIDCO, INC UNAUDITED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT For the nine months ended September 30, 2004 and 2003 September 30, September 30, 2004 2003 ------------- ----------- REVENUES Other investment loss (Note 5) $ - $ (568,880) Interest income 30 (28,380) Other 36,000 68,671 ----------- ----------- Total revenues 36,030 (528,589) EXPENSES General and administrative 73,841 184,895 Total expenses 73,841 184,895 INCOME (LOSS) BEFORE FEDERAL INCOME TAXES (37,811) (713,484) FEDERAL INCOME TAX EXPENSE - - NET (LOSS) (37,811) (713,484) =========== =========== Net (loss) per common share - basic and diluted $ (50.15) $ (946.27) =========== =========== Weighted average common shares outstanding 754 754 =========== =========== ACCUMULATED DEFICIT Balance at beginning of year $ (1,230,409) $ (80,649) Net loss (37,811) (713,484) Preferred dividend (7,500) (22,500) ----------- ----------- Balance at end of year $ (1,275,720) $ (816,633) =========== =========== 2

See accompanyng notes to consolidated financial statements 3 MICHIGAN BIDCO, INC. UNAUDITED NOTES TO FINANCIAL STATEMENTS For the nine months ended September 30, 2004 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION This Summary of Significant Accounting Policies of Michigan BIDCO, Inc. ("BIDCO") is presented to assist in understanding BIDCO's financial statements. The financial statements and notes are representations of BIDCO's management, who are responsible for the integrity and objectivity of such financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. NATURE OF OPERATIONS BIDCO, which began operations on May 17, 1993, was incorporated for the purpose of providing financing to small businesses located in Michigan for the purpose of creating business and industrial development. BIDCO is a business and industrial development company with offices in Ann Arbor and Traverse City, Michigan. BIDCO makes risk-oriented investments in the form of loans or direct equity investment, or a combination thereof, to businesses located in Michigan. Although BIDCO focused its lending efforts in northern Michigan during the first two years of its operations, investment into southern Michigan will be an increasingly important focus of BIDCO's future business development plan. INVESTMENT COMPANY METHOD The financial statements of BIDCO are presented using the investment company method and, accordingly, investments in stocks, limited liability companies and loans ("Investments") are reported at fair value. BIDCO typically invests in companies for which current market quotations are not readily available; therefore, management estimates the fair value of investments on a quarterly basis and the Board of Directors approves the fair value estimates. In deriving its estimates, management reviews the financial condition and operating performance of the investee companies, as well as performance of the investee companies with their contractual arrangements with BIDCO. The fair value of investments is then estimated by use of operating cash flow multiples applicable to a company's industry, discounted cash flow analysis, and other valuation techniques. Management and the Board of Directors believe the procedures used and assumptions made are reasonable in the circumstances; however, the fair value estimates may differ significantly from the values that would have been used had current market quotations been available. Investments at September 30, 2004 and 2003 were as follows:

REAL ESTATE INVESTMENT Real estate investment consists of property acquired as a result of the foreclosure of a loan to Escanaba Paper Converting Company, LLC. Real estate investment is valued at the lower of cost or estimated net realizable value at September 30, 2004 and 2003. REDEEMABLE PREFERRED STOCK BIDCO issued shares of redeemable preferred stock to University Bank in 2001 in exchange for 280 shares of BIDCO common stock, which represented 27.08% of BIDCO's outstanding common stock. Cumulative dividends are paid at the rate of 7.5% per annum. The preferred shares are redeemable by BIDCO as excess cash is available in $1,000 increments. Excess cash is defined as working capital in excess of $50,000. The preferred shares must be 4 redeemed no later than December 31, 2004. In the event that BIDCO does not have sufficient working capital to redeem the shares and cumulative dividends, BIDCO common shareholders have agreed to invest the funds required. See Note 2. USE OF ESTIMATES The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The primary estimates incorporated into these financial statements, which are more susceptible to change in the near term, are the fair value of BIDCO's investments in loans and securities. EARNINGS PER SHARE Earnings per share are based upon the weighted average shares outstanding. There were 754 shares of common stock outstanding for the nine months ended September 30, 2004 and 2003. INTEREST INCOME Interest on loans is accrued over the term of the loan based on the amount of principal outstanding where serious doubt exists as to the collectibility of a loan, the accrual of interest is discontinued, and the fair value of the loan is reduced. The following table represents non-accrual status loans at September 30, 2004 and 2003. During the nine months ended September 30, 2004 and 2003, there was no cash received related to these loans. The average value of these loans approximates the ending value at September 30, 2004 and 2003:

In August 2003, West Pier Corporation loaned $35,000 to BIDCO. The note is a demand note that bears interest at 7.5%. No monthly payments are required on the note. Stephan Lange Ranzini is President and shareholder of both BIDCO and West Pier Corporation. In March 2004, Jove Corporation issued a note to BIDCO. The note is a demand note that BIDCO can borrow from. As of September 30, 2004, Jove had advanced $184,986 on the note. 6 NOTE 5 - OTHER INVESTMENT GAINS/LOSSES During the year ended December 31, 2002, BIDCO agreed to exchange software, intellectual property rights and patents applied for related to an email based payment system for 28,444 shares of InterComputer, Inc. valued at $568,880. As a result of this transaction, an investment gain was recorded in the amount of $568,880 and included in the statement of operations during the year ended December 31, 2002. During the nine months ended September 30, 2003, BIDCO and InterComputer, Inc. terminated the above agreement and all claims between each company were released. As a result of this transaction, an investment loss was recorded in the amount of $568,880 and included in the statement of operations during the nine months ended September 30, 2003.

8 EXHIBIT 99.3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders West Pier Corporation Ann Arbor, Michigan We have audited the accompanying balance sheets of West Pier Corporation as of December 31, 2003 and 2002, and the related statements of operations, changes in stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of West Pier Corporation as of December 31, 2003 and 2002 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ Virchow, Krause & Company, LLP Bingham Farms, Michigan March 17, 2005 1

See accompanyng notes to consolidated financial statements 5 WEST PIER CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2003 and 2002 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION This Summary of Significant Accounting Policies of West Pier Corporation ("West Pier") is presented to assist in understanding West Pier's financial statements. The financial statements and notes are representations of West Pier's management, who are responsible for the integrity and objectivity of the financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. NATURE OF OPERATIONS For the years ended December 31, 2003 and 2002, West Pier's operations consisted of developing certain proprietary software and liquidation of its investments in real estate development through joint venture developments or sale. CASH West Pier maintains its cash in high quality financial institutions. The balances, at times, may exceed federally insured limits. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts for all financial instruments approximates fair value. The carrying amounts for cash, accounts receivable, accrued interest receivable, accounts payable and accrued expenses and other liabilities approximate fair value because of the short maturity of these instruments. INVESTMENTS Marketable securities consist of marketable equity securities. These securities are being accounted for in accordance with Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Accordingly, the unrealized gains (losses) associated with these securities are reported in the equity section as a component of accumulated other comprehensive income. REAL ESTATE INVESTMENTS Real estate investments consisted of property acquired for development and sale at December 31, 2002 and 2003. Real estate investments were carried at the lower of cost or estimated net realizable value at December 31, 2002 and 2003. Costs necessary to prepare the property for its intended use were capitalized during the development period and charged to cost of sales as the properties are sold. INCOME TAXES Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," (SFAS 109) requires that deferred income taxes reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their basis for financial reporting purposes. In addition, SFAS 109 requires the recognition of future tax benefits, such as net operating loss carryforwards, to the extent that realization of such benefits are more likely than not. 6 EARNINGS PER SHARE Earnings per share are based upon the weighted average shares outstanding. There were 1,500 shares of common stock outstanding for the year ended December 31, 2003 and 1,000 shares of common stock outstanding for the year ended December 31, 2002. USE OF ESTIMATES The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. NEW ACCOUNTING PRONOUNCEMENTS In April 2002, Financial Accounting Standards Board (FASB) issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections," effective for fiscal years beginning after May 15, 2002. The adoption of SFAS No. 145 did not have a material effect on West Pier's consolidated financial statements. In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires the recognition of a liability for a cost associated with an exit or disposal activity when the liability is incurred versus the date West Pier commits to an exit plan. In addition, SFAS No. 146 states the liability should be initially measured at fair value. The requirements of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 did not have a material effect on West Pier's consolidated financial statements. In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" (FIN 45). FIN 45 clarifies the requirements for a guarantor's accounting for and disclosure of certain guarantees issued and outstanding. The initial recognition and initial measurement provisions of FIN 45 are applicable to guarantees issued or modified after December 31, 2002. The disclosure requirements of FIN 45 are effective for financial statements for periods ending after December 15, 2002. The adoption of FIN 45 did not have a material effect on West Pier's consolidated financial statements. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure." SFAS No. 148 is an amendment to SFAS No. 123 providing alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation and also provides required additional disclosures about the method of accounting for stock-based employee compensation. The amendments are effective for financial statements for fiscal years ending after December 15, 2002 and for the interim periods beginning after December 15, 2002. The adoption of SFAS No. 148 did not have a material effect on West Pier's consolidated financial statements. In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46). FIN 46 states that companies that have exposure to the economic risks and potential rewards from another entity's assets and activities and have a controlling financial interest in a variable interest entity should consolidate the entity, despite the absence of clear control through a voting equity interest. The consolidation requirements apply to all variable interest entities created after January 31, 2003. For variable interest entities that existed prior to February 1, 2003, the consolidation requirements are effective for annual or interim periods beginning after December 15, 2004. Disclosure of significant variable interest entities is required in all financial statements issued after January 31, 2003, regardless of when the variable interest was created. West Pier does not expect the adoption of FIN 46 to have a material effect on West Pier's consolidated financial statements as they do not have any variable interest entities. 7 In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," effective for contracts entered into or modified after June 30, 2003. This amendment clarifies when a contract meets the characteristics of a derivative, clarifies when a derivative contains a financing component and amends certain other existing pronouncements. The adoption of SFAS No. 149 did not have a material effect on West Pier's consolidated financial statements. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. SFAS No. 150 requires the classification as a liability of any financial instruments with a mandatory redemption feature, an obligation to repurchase equity shares, or a conditional obligation based on the issuance of a variable number of its equity shares. West Pier does not have any financial instruments as defined by SFAS No. 150. The adoption of SFAS No. 150 did not have a material effect on West Pier's consolidated financial statements. REDEEMABLE PREFERRED STOCK West Pier issued 100 shares of preferred stock in 2001 in exchange for (a) $100,000 and (b) the preferred shareholders' commitment to fund the monthly costs of the development land in Washtenaw County, Michigan. Upon the sale of the development land, West Pier will reimburse the original $100,000 investment to the preferred stockholders and will pay a dividend on the preferred stock at the rate of 25% of any net cash flow received by West Pier upon the sale of the development land. At December 31, 2004, West Pier estimates the dividend will be approximately $365,000. The preferred shareholders have a preference as to assets over the common stock in the event of voluntary or involuntary liquidation of West Pier. NOTE 2 - REAL ESTATE INVESTMENTS At December 31, 2003, real estate investments consisted principally of 15.07 acres of development land in Washtenaw County, Michigan. Real estate investments were carried at the lower of cost or estimated realizable value at December 31, 2003 and 2002. Costs necessary to prepare the property for its intended use were capitalized during December 31, 2003 and 2002. NOTE 3 - MORTGAGE PAYABLE Mortgage payable consisted of the following:

The mortgage note payable was due on October 25, 2004. In July 2004, an extension was executed which changed the maturity date to October 25, 2005. No principal payments were required in 2003 and 2002. As such, the debt was classified as long term debt. 8

NOTE 6 - INVESTMENTS Investments consisted of the following: December 31, December 31, 2003 2002 ----------- ----------- City Fed preferred stock $ 89,160 $ - University Bank stock 207,200 - ----------- ----------- $ 296,360 $ -0- ============ =========== NOTE 7 - CONTINGENT LIABILITIES/LAWSUIT SETTLEMENTS There are no legal proceedings in which West Pier is currently involved at December 31, 2003. NOTE 8 - RELATED PARTY TRANSACTIONS West Pier had funds deposited at University Bank, Ann Arbor, Michigan, totaling $7,827 at December 31, 2003, and $19,418 at December 31, 2002. Stephen Lange Ranzini, West Pier's President, is the Chairman and controlling shareholder of University Bank. West Pier had loans from Arete Management totaling $142,585 at December 31, 2003, and $272,913 at December 31, 2002. Stephan Lange Ranzini, West Pier's President, and a related family member are controlling partners in Arete Management. West Pier had a loan from Mildred Ranzini Trust totaling $0 at December 31, 2003, and $196,670 at December 31, 2002. Mildred Ranzini is a related family member to Stephan Lange Ranzini, West Pier's President. In 2003, West Pier issued 1,000 shares of common stock to Stephan Lange Ranzini, West Pier's President, in exchange for investments in University Bank stock and City Fed preferred stock valued at $192,500 and a reduction of $142,797 in note payable to Arete Management. This resulted in an increase in paid-in capital of $334,397. NOTE 9 - NOTE RECEIVABLE AND SALE OF REAL ESTATE INVESTMENT During the year ended December 31, 2002, West Pier exchanged real estate valued at approximately $420,000 for a note receivable in the amount of $820,000. During the year ended December 31, 2003, the note receivable related to the above exchange of real estate was reduced by approximately $430,000 and proceeds of approximately $390,000 were received. The effect of these two transactions were recorded in the year ended December 31, 2002. NOTE 10 - SUBSEQUENT EVENTS In December 2004, West Pier entered into a contingent purchase agreement for the sale of the 15.07 acres of development land in Washtenaw County, Michigan. The sales price was for $1,463,000. The sale is contingent on the buyer satisfying due diligence in his sole discretion. West Pier has no assurance the sale will ultimately close. West Pier anticipates net receipts of approximately $740,000 after payment of costs and liabilities if the sale is consummated. 10

WEST PIER CORPORATION UNAUDITED STATEMENTS OF OPERATIONS For the nine months ended September 30, 2004 and 2003 September 30, September 30, 2004 2003 -------------- -------------- REVENUES Gain on sale of real estate investment $ 24,590 $ - ----------- ----------- Total revenues 24,590 - EXPENSES Interest on borrowed funds 34,729 9,628 General and administrative 403 40,698 ----------- ----------- Total expenses 35,132 50,326 ----------- ----------- INCOME (LOSS) BEFORE FEDERAL INCOME TAXES (10,542) (50,326) FEDERAL INCOME TAX EXPENSE (Note 5) - - ----------- ----------- NET (LOSS) $ (10,542) $ (50,326) ----------- ----------- Net (loss) per common share - basic and diluted $ (7.03) $ (50.33) ============ ========== Weighted average common shares outstanding 1,500 1,000 ============ ========== 2 WEST PIER CORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER, 2004 AND 2003

SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES Issuance of common stock in exchange for investments and a reduction of notes payable in the amounts of $192,500 and $142,796, respectively. 4 WEST PIER CORPORATION UNAUDITED NOTES TO FINANCIAL STATEMENTS September 30, 2004 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION This Summary of Significant Accounting Policies of West Pier Corporation ("West Pier") is presented to assist in understanding West Pier's financial statements. The financial statements and notes are representations of West Pier's management, who are responsible for the integrity and objectivity of the financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. NATURE OF OPERATIONS For the nine months ended September 30, 2004, West Pier's operations consisted of developing certain proprietary software and liquidation of its investments in real estate development through joint venture developments or sale. CASH West Pier maintains its cash in high quality financial institutions. The balances, at times, may exceed federally insured limits. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts for all financial instruments approximates fair value. The carrying amounts for cash, accounts receivable, accrued interest receivable, accounts payable and accrued expenses and other liabilities approximate fair value because of the short maturity of these instruments. INVESTMENTS Marketable securities consist of marketable equity securities. These securities are being accounted for in accordance with Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Accordingly, the unrealized gains (losses) associated with these securities are reported in the equity section as a component of accumulated other comprehensive income. REAL ESTATE INVESTMENTS Real estate investments consisted of property acquired for development and sale at September 30, 2004 and 2003. Real estate investments were carried at the lower of cost or estimated net realizable value at September 30, 2004. Costs necessary to prepare the property for its intended use were capitalized during the development period and charged to cost of sales as the properties are sold. INCOME TAXES Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," (SFAS 109) requires that deferred income taxes reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their basis for financial reporting purposes. In addition, SFAS 109 requires the recognition of future tax benefits, such as net operating loss carryforwards, to the extent that realization of such benefits are more likely than not. 5 EARNINGS PER SHARE Earnings per share are based upon the weighted average shares outstanding. There were 1,500 shares of common stock outstanding for the nine months ended September 30, 2004 and 1,000 shares of common stock outstanding for the nine months ended September 30, 2003. USE OF ESTIMATES The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. REDEEMABLE PREFERRED STOCK West Pier issued 100 shares of preferred stock in 2001 in exchange for (a) $100,000 and (b) the preferred shareholders' commitment to fund the monthly costs of the development land in Washtenaw County, Michigan. Upon the sale of the development land, West Pier will reimburse the original $100,000 investment to the preferred stockholders and will pay a dividend on the preferred stock at the rate of 25% of any net cash flow received by West Pier upon the sale of the development land. At September 30, 2004, West Pier estimates the dividend will be approximately $365,000. The preferred shareholders have a preference as to assets over the common stock in the event of voluntary or involuntary liquidation of West Pier. NOTE 2 - REAL ESTATE INVESTMENTS At September 30, 2004 real estate investments consisted principally of 15.07 acres of development land in Washtenaw County, Michigan. Real estate investments were carried at the lower of cost or estimated realizable value at September 30, 2004 and 2003. Costs necessary to prepare the property for its intended use were capitalized during the nine months ended September 30, 2004 and 2003. NOTE 3 - MORTGAGE PAYABLE Mortgage payable consisted of the following:

6 NOTE 5 - INVESTMENTS Investments consisted of the following: September 30, ----------------------------- 2004 2003 --------- --------- City Fed preferred stock $ 89,160 $ 0 University Bank stock 94,400 80,000 --------- --------- $ 183,560 $ 80,000 ======== ========= West Pier accounts for investments of marketable security in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Securities. At September 30, 2004 and 2003, all of West Pier's investments were classified as available for sale and, as a result, were reported at fair value. Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholder equity. NOTE 6 - CONTINGENT LIABILITIES/LAWSUIT SETTLEMENTS There are no legal proceedings in which West Pier is currently involved at September 30, 2004. NOTE 7 - RELATED PARTY TRANSACTIONS West Pier had funds deposited at University Bank, Ann Arbor, Michigan, totaling $400 and $8,267, respectively at September 30, 2004 and 2003. Stephen Lange Ranzini, West Pier's President, is the Chairman and controlling shareholder of University Bank. West Pier had loans from Arete Management totaling $156,449 and $272,913, respectively at September 30, 2004 and 2003. Stephan Lange Ranzini, West Pier's President, and a related family member are controlling partners in Arete Management. NOTE 8 - NOTE RECEIVABLE AND SALE OF REAL ESTATE INVESTMENT During the year ended December 31, 2002, West Pier exchanged real estate valued at approximately $420,000 for a note receivable in the amount of $820,000. During the year ended December 31, 2003, the note receivable related to the above exchange of real estate was reduced by approximately $430,000 and proceeds of approximately $390,000 were received. The effect of these two transactions were recorded during the year ended December 31, 2002. NOTE 9 - SUBSEQUENT EVENTS In December 2004, West Pier entered into a contingent purchase agreement for the sale of the 15.07 acres of development land in Washtenaw County, Michigan. The sales price was for $1,463,000. The sale is contingent on the buyer satisfying due diligence in his sole discretion. West Pier has no assurance the sale will ultimately close. West Pier anticipates net receipts of approximately $740,000 after payment of costs and liabilities if the sale is consummated. 7 EXHIBIT 99.5 JOVE CORPORTION UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION Acquisition of West Pier Corporation and Michigan Business Development Company On December 30, 2004, Jove Corporation ("Jove") closed the acquisition of 100% of the common stock of West Pier Corporation and approximately 88.5% of the common stock of Michigan Business Development Company, formerly known as Michigan BIDCO, Inc. ("MBDC"). Stephen Lange Ranzini, Chairman of the Board of Jove, certain members of Mr. Ranzini's family, and University Bank were the controlling shareholders of West Pier and MBDC prior to our acquisition of those companies. Stephen Lange Ranzini is Chairman and the controlling shareholder of University Bank. Effective March 24, 2004, Jove and certain of the shareholders of West Pier and MBDC (then named Michigan BIDCO, Inc.) executed and delivered documents into escrow in connection with this transaction. Jove issued 1,952,210 shares of common stock and contingent and unsecured promissory notes totaling $923,846 as the consideration for the common stock of West Pier and MBDC. The contingent and unsecured notes have a ten-year term and bear interest at 7.5% per annum. The terms of these notes defer payments and accrual of interest until Jove receives revenue on developmental software acquired in these transactions, at which time Jove must use 50% of any revenue derived from the developmental software to pay outstanding principal and accrued interest until the notes are paid in full. In addition, on March 24, 2004, Jove issued a $600,000 promissory note to University Bank, Inc. as the consideration for all of the outstanding preferred stock of MBCD. The $600,000 promissory note bore interest at 7.5% per annum and matured on December 31, 2004. On December 29, 2004, Jove borrowed funds from Mr. Ranzini and certain members of his immediate family and used the proceeds of that loan to repay the outstanding balance on the note held by University Bank. Jove has accounted for these acquisitions in accordance with the provisions of SFAS 141 - "Business Combinations". SFAS 141 requires the use of the purchase method to account for business combinations except in cases where the entities involve related parties, as is the case with Jove's acquisition of West Pier Corporation and MBDC. Business combinations between entities deemed related parties are required to use the Pooling Method to account for acquisitions, which requires using historical book values in measuring the assets of acquired entities instead of current fair market values as required by the purchase method. SFAS 141 also requires deferring recognition of the cost of assets whose values and purchase terms are contingent on the occurrence of certain future events, such as earnings, and recognizing the costs of such assets after the acquisition date as the uncertainties surrounding such values and obligations become known. Accordingly, Jove has deferred recognizing any costs for the developmental software, and the contingent notes associated with them, until Jove begins to earn revenues from the license or sale of the software as provided under the terms of the purchase agreement and the contingent notes payable. 1

. 2

5 JOVE CORPORATION NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION SEPTEMBER 30, 2004 The following pro forma adjustments have been made to the historical financial statements of the combined companies: (a) To record issuance of 1,952,210 shares of common stock for 100% of West Pier common stock and 88.5% of BIDCO common stock and the elimination of equity of $756,000 for consolidation purposes. (b) To eliminate $147,074 of additional paid in capital from West Pier at January 1, 2003 and to record the difference between the par value of the stock issued of $1,952,210 less the net book value of 100% of West Pier and 88.5% of BIDCO of $1,106,110. (c) Elimination of West Pier and BIDCO equity for consolidation purposes. (d) To record minority interest on acquisition of BIDCO. (e) To eliminate negative minority interest. (f) To record minority share of net loss. (g) To eliminate inter company debt. 6 2

JOVE CORP 8-K/A