Board of Directors

ISSG, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheet of ISSG, Inc. and subsidiary, Dial-A-Cup Corp., a development-stage company, (the "Company") as of December 31, 2004, and the related statements of operations, stockholders' deficit, and cash flows for each of the two years in the period ended December 31, 2004, and for the period from April 24, 2002 (Inception) to December 31, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 audits to obtain reasonable assurance about whether the consolidated 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ISSG, Inc. and subsidiary, Dial-A-Cup Corp., as of December 31, 2004, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2004, and for the period from April 24, 2002 (Inception) to December 31, 2004, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 of the consolidated financial statements, the Company is a development-stage company and has incurred losses from operations and used cash flows in operations. At December 31, 2004, the Company has a working capital deficit and stockholders' deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are also described in Note 2 of the consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ McKennon, Wilson & Morgan LLP

Irvine, California

March 23, 2005, except as

to Note 8 for which the

date is June 3, 2005

F-1

See accompanying notes to consolidated financial statements.

F-5

Dial-A-Cup, Inc. ("DAC") was incorporated in the state of New York on April 24, 2002 ("Inception"). DAC is currently in the development stage of a new hot beverage dispenser. To date, DAC's operations have consisted of the design and development of a hot beverage dispenser that they have received two patents on and one additional patent pending. This completely new and unique hot beverage dispenser will brew one cup of fresh, hot coffee, and/or one cup of tea consecutively, with one appliance and with only one filling of water and coffee or tea. The product features a rotating cylinder with six individual compartments, each with its own permanent filter, which guarantees a fresh cup of brewed beverage one cup at a time. DAC is seeking monies for additional development, engineering, and marketing expenses related to the future sale of their coffee system. The Company does not plan to manufacture its products.

On March 9, 2004, DAC completed a reverse acquisition of ISSG, Inc. ("ISSG"), a Delaware corporation. At the time of acquisition, ISSG had no operations, revenues and no significant assets or liabilities. It was considered a blank-check company prior to the acquisition. In connection with the acquisition ISSG issued DAC 10,000,000 shares of common stock, approximately 95% of the outstanding common stock of ISSG, for all the issued and outstanding DAC common stock. The ISSG stockholders retained 550,373 shares of ISSG common stock. DAC and ISSG will be collectively referred herein to as the "Company".

The interim financial data as of March 31, 2005, and for the three months ended March 31, 2005 and 2004 are un-audited; however, in the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company's financial position as of March 31, 2005, and the results of its operations for the three months and cash flows for the three months ended March 31, 2005 and 2004. These results are not necessarily indicative of the results expected for the year ending December 31, 2005. These financial statements and notes thereto do not reflect all disclosures necessary for preparation under accounting principles generally accepted in the United States. Refer to the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004.

The acquisition of DAC by ISSG as discussed in Note 1 was accounted for as a reverse acquisition, whereby the assets of DAC are reported at their historical cost. The assets and liabilities of ISSG, which were not significant, were recorded at fair value on March 9, 2004, the date of the acquisition. No goodwill was recorded in connection with the reverse acquisition since ISSG had no business. The reverse acquisition resulted in a change in the reporting entity of ISSG, for accounting and reporting purposes. Accordingly, the financial statements herein reflect the operations of DAC from Inception and ISSG from March 9, 2004, the date of acquisition, through December 31, 2004. The 10,000,000 ISSG common shares issued to DAC's founding shareholders are reflected in the accompanying statement of stockholders' deficit as if they were outstanding for all periods presented. The 550,373 shares retained by the stockholders of ISSG have been recorded on the date of acquisition of March 9, 2004.

F-6

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company is currently a development-stage enterprise. The Company's continued existence is dependent upon the Company's ability to obtain additional debt and/or equity financing. The Company has incurred losses since its inception. In addition, the Company has not generated any revenues from its products. Further, as of March 31, 2005 the Company has current liabilities in excess of current assets of approximately $199,000. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management plans to raise additional funds through loans or through future sales of their common stock, until such time the Company's revenues are sufficient to meet its cost structure, and ultimately achieve profitable operations. There is no assurance that the Company will be successful in raising additional capital or achieving profitable operations. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The consolidated financial statements include the accounts of ISSG, and its wholly-owned subsidiary DAC. All significant inter-company balances and transactions have been eliminated.

The preparation of 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates. Significant estimates made by management include the recoverability of intangible assets.

Financial Accounting Standards Board ("FASB") Statement No. 142, Goodwill and Other Intangible Assets ("FAS 142") requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of FAS 142. This standard also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment. As of December 31, 2004, the Company believes there is no impairment of its intangible assets.

The Company's intangible assets consist of the costs of filing various United States patents and trademarks. The patents and trademarks are recorded at cost. Patents are amortized using the straight-line method over the estimated useful lives of the patents, which the Company has estimated to be seventeen years. In addition, the Company determined that the trademarks have an indefinite life and will be reviewed annually for impairment.

F-7

The Company is currently a developmental stage company and has not recognized any revenues to date. The Company will recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured. The Company will primarily derive its revenues from the sales of its beverage dispenser.

Research and development costs are expensed as incurred. The costs of materials and equipment that will be acquired or constructed for research and development activities, and have alternative future uses, both in research and development, marketing or sales, will be classified as property and equipment and

depreciated over their estimated useful lives. To date research and development costs include the development of a prototype of the Company's beverage dispenser.

The Company accounts for income taxes in accordance with FASB Statement No. 109 "Accounting for Income Taxes." SFAS No. 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carry forwards.

The Company has financial instruments whereby the fair value of the financial instruments could be different than that recorded on a historical basis in the accompanying balance sheets. The Company's financial instruments consist of cash, accounts payable, accrued liabilities and notes due officer. The carrying amounts of the Company's financial instruments approximate their fair values as of December 31, 2004 and at March 31, 2005 (unaudited).

In accordance with Staff Accounting Bulletin ("SAB") No. 79, "Accounting for Expenses or Liabilities Paid by Principal Stockholder," the Company estimates and records the fair value of expenses contributed to the Company by its officers and shareholders. Significant expenses contributed by officers and shareholders during the periods presented consist of office space and services. The Company assesses the fair value of these services and records an expense to operations with a corresponding credit to additional paid-in capital. See Note 5 for further discussion.

The Company presents basic loss per share ("EPS") and diluted EPS on the face of consolidated statements of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. During the years ended December 31, 2004 and 2003, there were no dilutive instruments outstanding.

F-8

The Company's operations are subject to new innovations in product design and function. Significant technical changes can have an adverse effect on product lives. Design and development of new products are important elements to achieve profitability in the industry segment.

In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", and ("SFAS 150"). SFAS 150 establishes standards for how an issuer classifies and measurers in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. In accordance with SFAS 150, financial instruments that embody obligations for the issuer are required to be classified as liabilities. SFAS 150 shall be effective for financial instruments entered into or modified after May 31, 2003. SFAS 150 did not have a significant effect on the Company's financial statements.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which revises SFAS No. 123. SFAS No. 123(R) is effective July 1, 2005 for all calendar year-end companies and requires companies to expense the fair value of employee stock options and other forms of stock-based compensation. The Company must adopt this standard on January 1, 2006. This expense will be recognized over the period during which an employee is required to provide services in exchange for the award. Currently, the Company does not have any outstanding stock options, and as such the Company does not expect the guidance under SFAS No. 123(R) to have a material impact on the consolidated financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchange of Non-monetary Assets, an amendment of APB Opinion No 29, Accounting for Non-monetary Transactions." SFAS No. 153 eliminates the exception for non-monetary exchanges of similar productive assets, which were previously required to be recorded on a carryover basis rather than a fair value basis. Instead, this statement provides that exchanges of non-monetary assets that do not have commercial substance be reported at carryover basis rather than a fair value basis. A non-monetary exchange is considered to have commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of this statement are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company expects to adopt the standard during the fiscal year 2005. The Company is evaluating the requirements of SFAS No. 153 and has not determined the impact on its financial condition or results of operations.

F-9

Intangible assets consisted of:

Amortization expense for the period from Inception through March 31, 2005, for the three months ended March 31, 2005 and 2004 (unaudited), and for the years ended December 31, 2004 and 2003 related to patents were $1,771, $375, $165, $659, and $421, respectively

On February 25, 2005, the Company entered into a business line of credit with a bank for a maximum of $45,000, plus an additional $6,000 overdraft protection for its checking account. The interest rate for borrowings is the prime rate plus 0.5% per annum. A small annual fee is required to keep the credit facility available. The credit facility is personally guaranteed by an officer and majority shareholder of the Company. As of March 31, 2005, $50 is outstanding under this line of credit.

To date, the Company's operations have been funded by an officer. As of March 31, 2005 (unaudited) and December 31, 2004, and total amounts loaned to the Company by this officer totaled $150,274 and $144,124, respectively. The proceeds loaned have been used to fund operations and for the development of a prototype of the Company's beverage dispenser. The note bears interest of 10% per annum and is due on demand. For the period from Inception through March 31, 2005, for the three months ended March 31, 2005 and 2004 (unaudited), and for the years ended December 31, 2004 and 2003, $11,893, $3,750 $1,510, $6,040 and $1,302 of interest expense has been recorded related to the note, respectively. The principal and the accrued interest have been combined for presentation purposes on the accompanying consolidated balance sheet

The Company is authorized to issue one class of common stock.

F-10

As discussed in Note 2, the 10,000,000 shares issued to the DAC shareholders have been reflected as being outstanding since the inception of DAC. As a result, on the date of Inception, the Company recorded the par value of the 10,000,000 shares of common stock of $10,000 as a founder shares expense and an increase in common stock. Previously DAC did not have any amounts recorded common stock or additional paid in capital.

To date, the Company has not paid any compensation to their officers. The Company estimated that the fair value of these services is approximately $100,000 per officer, per year. For period from Inception to March 31, 2005, the three months ended March 31, 2005 and 2004 (unaudited), and for the years ended December 31, 2004 and 2003, the Company recorded $400,000, $50,000, $ 33,333, $183,333 and $100,000 in compensation expense, respectively. These amounts have been included in officers' compensation on the accompanying consolidated statements of operations and additional paid-in capital on the accompanying consolidated balance sheet.

Due to its limited operations, the Company has not needed to rent office space. The Company is currently operating out of the residence of two officers. The Company has estimated that the fair value of rents contributed by these officers using an estimated market price of rent for office space in the surrounding areas. For the period from Inception to March 31, 2005, the three months ended March 31, 2005 and 2004 (unaudited), and the years ended December 31, 2004 and 2003, the Company recorded $41,250, $4,250, $4,250, $17,000 and $12,000, respectively, in rent expense and the corresponding increase in additional paid-in capital.

At December 31, 2004, the Company had unused net operating loss carry forwards of approximately $6,500,000, for income tax reporting purposes, primarily related to the business of the parent company ISSG. ISSG experienced a change in ownership on March 9, 2004. A change in ownership requires management to compute the annual limitation under Section 382 of the Internal Revenue Code. The amount of benefits the Company may receive from the operating loss carry forwards for income tax purposes is further dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. The net operating loss carry forwards expire through 2024 and 2013 for federal income tax and New York state income tax purposes, respectively. Because of the uncertainty surrounding the realization of the loss carry forwards, the Company has established a full valuation allowance. During the years ended December 31, 2004, the valuation allowance increased by $42,853 to $2,615,663; during the year ended December 31, 2003, the valuation allowance increased by $10,681.

F-11

The Company has a non-current deferred tax liability of $248, which has been netted against the deferred tax assets resulting from net operating loss carry forwards, for the difference between the amortization periods of the Company's intangible assets, which is 15 years for income tax reporting purposes.

For the years ended December 31, 2004 and 2003, the difference between the tax benefit derived by using the 40% Federal tax rate and the zero benefit recorded by the Company is due to the Company providing a 100% valuation allowance against all net deferred tax assets.

The required annual pro forma financial results are displayed as if the acquisition between ISSG, Inc. and Dial-A-Cup, Corp. took place on January 1, 2003. The pro forma results of operations data for the years ended December 31, 2004 and 2003 are as follows:

On May 6, 2005, ISSG issued a 100-share dividend of common stock to all shareholders of record at the close of business on May 3, 2005. There were a total of 375 shareholders of record on May 3, 2005; therefore, 37,500 additional shares were issued in connection with this stock dividend. The Company will transfer $375 from accumulated deficit to additional paid-in capital, which is equal to the par value of the additional shares issued.

On May 13, 2005, the Company completed the initial closing of a reverse acquisition of Rub Investments Limited ("RUB"), a Nevada corporation reporting under the Securities Exchange Act of 1934. Pursuant to the terms of the acquisition, the Company will issue 150,000 shares of restricted common stock to the sole shareholder of RUB and all of the issued and outstanding shares of RUB will be cancelled.

The acquisition will be accounted for as a reverse acquisition, whereby the assets and liabilities of the Company will be reported at their historical cost. The assets and liabilities of RUB will be recorded at fair value similar to a recapitalization. No goodwill will be recorded in connection with the reverse acquisition. The reverse acquisition will result in a change in reporting entity of RUB for accounting and reporting purposes to the Company.

F-12

On May 13, 2005, the Company completed the initial closing of a reverse acquisition of Rub Investments Limited ("RUB"), a Nevada corporation reporting under the Securities Exchange Act of 1934. Pursuant to the terms of the acquisition, the Company will issue 150,000 shares of restricted common stock to the sole shareholder of RUB and all of the issued and outstanding shares of RUB will be cancelled as a result its merger.

The acquisition will be accounted for as a reverse acquisition, whereby the assets and liabilities of the Company will be reported at their historical cost. The assets and liabilities of RUB will be recorded at fair value similar to a recapitalization. No goodwill will be recorded in connection with the reverse acquisition. The reverse acquisition will result in a change in reporting entity of RUB for accounting and reporting purposes to the Company.

This pro forma presentation has been prepared utilizing historical financial statements and notes thereto, certain of which are included herein, as well as pro forma adjustments described below.

The Unaudited Pro Forma Combined Balance Sheet has been prepared assuming the acquisition occurred on March 31, 2005. The Unaudited Pro Forma Combined Statements of Operations for the three months ended March 31, 2005, and for the year ended December 31, 2004, includes the operating results of the Company and RUB assuming the acquisition occurred on January 1, 2004.

The unaudited pro forma combined statements presented herein are not necessarily indicative of results of operations that would have resulted had the acquisition been completed at March 31, 2005, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the consolidated company. They are, therefore, qualified in their entirety. They should be read in conjunction with the historical financial statements of the Company, which are included herein, and the historical financial statements of RUB.

The unaudited pro forma adjustments represent management's estimates based on information available at this time. Actual adjustments to these unaudited financial statements could differ from those reflected herein.

I-11

I-2

I-3

I-4

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma adjustments result from the allocation of the purchase price for the acquisition based on the fair value of the assets, liabilities and commitments acquired from RUB and to conform RUB's accounting policies to that of the Company's. The amounts and descriptions related to the preliminary adjustments are as follows:

1. In connection with the acquisition of RUB, the Company issued RUB 150,000 shares of common stock at a par value of $0.01 and all issued and outstanding shares of RUB were cancelled. The increase in common stock of $1,500 is offset to additional paid-in capital. The 150,000 shares are also included in weighted average shares outstanding for the periods presented since the pro forma statements of operations show the combined operations as if the acquisition occurred on January 1, 2004.

2. RUB's accumulated deficit of $9,876 is eliminated upon its acquisition by the Company. The effect of the entry is a credit to accumulated deficit and a charge to additional paid-in capital.