Brooke Capital 8-K/A Financial Statements and Exhibits

Exhibit 99.2

Brooke Franchise Corporation

Financial Statements

September 30, 2007 and 2006

Brooke Franchise Corporation
CombinedFinancialStatements

Contents

COMBINED FINANCIAL STATEMENTS

Combined Balance Sheets - As of September 30, 2007 and December 31, 2006

Combined Statements of Operations - For the nine-month periods ended September 30, 2007 and 2006

Combined Statements of Cash Flows - For the nine-month periods ended September 30, 2007 and 2006

BrookeFranchiseCorporation

Combined Balance Sheets

(in thousands, except share amounts)

	(unaudited)
	September 30,			December 31,
	2007			2006
ASSETS
Current assets
Cash	$	6,518		$	10,801
Restricted cash		594			615
Accounts receivable, net		21,156			18,082
Other receivables		11,459			1,492
Deposits		132			468
Receivable from parent company		1,639			27,926
Advertising supply inventory		742			462
Total current assets		42,240			59,846
Investment in businesses		18,813			2,333
Property and Equipment		17,037			250
Less: Accumulated depreciation		(3,771	)
Net Property and Equpment		13,266			250
Amortizable intangible assets		569			614
Total assets	$	74,888		$	63,043
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	5,592		$	1,759
Premiums payable to insurance companies		5,259			5,956
Producer payable		4,491			4,234
Interest payable		1,235			757
Income tax payable to parent		1,249			1,485
Accrued commission refunds		515			535
Short term debt		4,787			10,208
Current maturities of long-term debt		18,891			10,798
Total current liabilities		42,019			35,732
Long-term debt less current maturities		10,724			7,331
Total liabilities		52,743			43,063
Stockholders’ equity
Common stock, $10 and $1 par, 3,505,000 shares authorized, 8,600 shares issued and outstanding		17			17
Less: Treasury stock, 15,500 shares, at cost		(115	)		(115	)
Additional paid-in capital		6,026			6,026
Retained earnings		16,217			14,052
Total stockholders’ equity		22,145			19,980
Total liabilities and stockholders’ equity	$	74,888		$	63,043

BrookeFranchiseCorporation

(unaudited)
Combined Statements of Operations
For the Nine-Month Periods Ended September 30, 2007 and 2006

(in thousands)

	September 30,		September 30,
	2007		2006
Operating Revenues
Insurance commissions	$	87,541	$	75,958
Consulting fees		1,589		2,051
Gain on sale of businesses		2,089		3,061
Initial franchise fees for basic services		25,905		22,725
Initial franchise fees for buyer assistance plans				2,937
Interest income		267		199
Other income		2,060		1,558
Total operating revenues		119,906		108,489
Operating Expenses
Commission expense		66,879		55,158
Payroll expense		16,020		17,390
Depreciation and amortization		476		51
Other operating expenses		31,083		30,537
Total operating expenses		114,458		103,136
Income from operations		5,448		5,353
Other Expenses
Interest expense		1,957		1,261
Total other expenses		1,957		1,261
Income before income taxes		3,491		4,092
Provision for income taxes		1,327		1,555
Net income	$	2,164	$	2,537

BrookeFranchiseCorporation

(unaudited)
Combined Statements of Cash Flows
For the Nine-Month Periods Ended September 30, 2007 and 2006

(in thousands)

	September 30,			September 30,
	2007			2006
Cash flows from operating activities:
Net Income	$	2,164		$	2,537
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization		476			51
Gain on sale of businesses		(2,089	)		(3,061	)
Purchase of business inventory provided by sellers		17,529			11,952
(Increase) decrease in assets:
Accounts receivable		(3,074	)		(6,037	)
Other receivables		(9,967	)		(188	)
Prepaid expenses and other assets		56			(859	)
Business inventory		(16,480	)		2,300
Increase (decrease) in liabilities:
Accounts and expense payable		3,833			878
Other liabilities		(218	)		(488	)
Net cash (used in) provided by operating activities		(7,770	)		7,085
Cash flows from investing activities:
Inflows from parent		71,504			74,898
Outflows to parent		(45,217	)		(70,698	)
Purchase of subsidiary and business assets		(696	)
Purchase of fixed assets		(13,447	)
Net cash provided by investing activities		12,144			4,200
Cash flows from financing activities:
Payments on short-term debt (net)		(5,421	)		(1,217	)
Payments on debt		(3,236	)		(11,735	)
Net cash used in financing activities		(8,657	)		(12,952	)
Net decrease in cash and cash equivalents		(4,283	)		(1,667	)
Cash and cash equivalents, beginning of year		10,801			5,406
Cash and cash equivalents, end of year	$	6,518		$	3,739
Supplemental disclosure:
Cash paid for interest	$	1,479		$	1,418