Lime Energy (LMEC) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.2

MAXIMUM PERFORMANCE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET

	March 31
	2005
	(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	11,760
Accounts receivable, net		300,604
Inventories		357,662
Advances to suppliers		407,086
Prepaid expenses and other		16,943
Total Current Assets		1,094,055
Net Property and Equipment		798,217
Other Assets		19,712
	$	1,911,984

See accompanying notes to condensed consolidated financial statements

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MAXIMUM PERFORMANCE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET

	March 31,
	2005
	(unaudited)
Liabilities and Stockholders’ Equity
Current Liabilities
Current maturities of long-term debt and capital lease obligations	$	33,434
Accounts payable		629,079
Accrued expenses		673,129
Customer advances		332,155
Due to stockholders		164,580
Due to affiliate		28,919
Billings in excess of costs and estimated earnings on uncompleted contracts		36,148
Deferred revenue		1,150,579
Total Current Liabilities		3,048,023
Long-Term Debt, less current maturities		14,074
Other Liabilities		9,227
Deferred Revenue		1,625,448
Total Liabilities		4,696,772
Mandatorily Redeemable Preferred Stock		2,306,300
Stockholders’ Deficit
Common stock, $.0001 par value; 12,647,508 shares authorized; none issued and outstanding		—
Accumulated deficit		(5,091,088	)
Total Stockholders’ Deficit		(5,091,088	)
	$	1,911,984

See accompanying notes to condensed consolidated financial statements

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MAXIMUM PERFORMANCE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three months ended, March 31	2005			2004
Revenue	$	850,312		$	300,292
Cost of Sales		477,042			379,599
Gross Profit (Loss)		373,270			(79,307	)
Operating Expenses
Product support		80,377			121,598
Research and development		2,839			50,360
Depreciation and amortization		23,287			31,217
Selling expenses		140,705			201,500
General and administrative expenses		353,309			347,634
		600,517			752,309
Operating loss		(227,247	)		(831,616	)
Other Income (Expense)
Interest expense		(5,328	)		(6,101	)
Other expense		(5,954	)		(3,470	)
Total other income (expense)		(11,282	)		(9,571	)
Net Loss	$	(238,529	)	$	(841,187	)

See accompanying notes to condensed consolidated financial statements

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MAXIMUM PERFORMANCE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Three months ended March 31	2005			2004
Cash Flow from Operating Activities
Net loss	$	(238,529	)	$	(841,187	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		23,287			31,217
Accrued interest payable on notes payable		1,334			4,909
Changes in assets and liabilities
Accounts receivable		154,901			(391,300	)
Inventories		23,536			24,675
Costs and estimates in excess of billings on uncompleted contracts		33,950			79,590
Billings in excess if costs and estimated earnings on uncompleted contracts		36,148			—
Advances to suppliers		(57,214	)		—
Prepaid expenses and other current assets		6,465			(32,681	)
Accounts payable		(55,989	)		(256,897	)
Accrued expenses		63,006			131,076
Deferred revenue		(101,104	)		494,854
Customer advances		103,413			(185,226	)
Other liabilities		(82	)		837
Other assets		—			4,919
Net cash used in operating activities		(6,878	)		(935,214	)
Cash Flows Used In Investing Activities
Purchase of property and equipment		(36,770	)		(33,567	)
Net cash used in investing activities		(36,770	)		(33,567	)
Cash Flows Provided by (Used in) Financing Activities
Proceeds of loans from stockholders		165,000			30,500
Payment on loans from stockholders		(109,669	)		(41,217	)
Proceeds from long-term debt		—			2,126
Payment on long-term debt		(8,153	)		(7,706	)
Proceeds of loans to affiliate		—			23,521
Payment on loans to affiliate		(29	)		(57,859	)
Proceeds from issuance of mandatorily redeemable preferred stock		—			1,000,000
Net cash provided by financing activities		47,149			949,365
Net Increase (Decrease) in Cash and Cash Equivalents		3,501			(19,416	)
Cash and Cash Equivalents, at beginning of period		8,259			31,114
Cash and Cash Equivalents, at end of period	$	11,760		$	11,698
Supplemental Disclosure of Cash Flow Information
Cash paid during the periods for interest	$	1,610		$	1,210

See accompanying notes to condensed consolidated financial statements

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Maximum Performance Group, Inc.
Notes to Financial Statements

Note 1 – Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2005 and 2004 are not necessarily indicative of the results that may be expected for the fiscal year ended December 31 2005. For further information, refer to the Company’s annual December 31, 2004 and 2003 financial statements and footnotes included as exhibit 99.1 in the Form 8-K/A.

Note 2 — Inventories

Inventories consisted of the following:

	March 31,
	2005
Raw materials	$	—
Work in process		—
Finished goods		357,662
	$	357,662

Note 2 – Related Party Transactions

As of March 31, 2005 the Company owed $164,580 and $28,919 to stockholders and affiliates, respectively. These amounts represent unsecured demand obligations bearing interest at an annual rate of 6%.

Note 3 – Customer Concentration

Two customers accounted for 54% and 11% of Company’s revenue during the three month period ended March 31, 2005. Accounts receivable from these customers at March 31, 2005 totaled approximately $25,000 and $36,000 respectively. One customer accounted for 64% of the Company’s revenue during the three month period ended March 31, 2004. Accounts receivable from this customer at March 31, 2004 totaled approximately $345,000.

Note 4 – Reclassification

Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements. These reclassifications have no effect on previously reported income.

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Note 5 – Subsequent Event

Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of April 29, 2005, by and among Electric City Corp., (“Electric City”) MPG Acquisition Corporation, a wholly-owned subsidiary of Electric City (“Merger Subsidiary”), and Maximum Performance Group, Inc. (“MPG”), on May 3, 2005, Electric City acquired MPG pursuant to the merger of MPG with and into Merger Subsidiary, with Merger Subsidiary continuing as the surviving corporation under the name Maximum Performance Group, Inc.

The merger consideration consisted of approximately $1,644,000 in cash, approximately 2,520,000 shares of Electric City common stock and approximately 2,510,000 additional shares which have been placed in escrow. If MPG’s revenues during the two years following the merger exceed an aggregate of $5,500,000 the escrow shares will be released to the former stockholders of MPG at the rate of 202 shares for every $1,000 of revenue in excess of such amount. The escrow shares are also available to satisfy any indemnification claims which Electric City may have under the Merger Agreement. As a result of the merger, Merger Subsidiary became responsible for the liabilities of MPG. The acquisition will be recorded using the purchase method of accounting.

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