Raybor Management 8-K/A Financial statements and exhibits

EXHIBIT 99.5

RAYBOR MANAGEMENT INC.

PRO FORMA CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2002, 2001AND 2000

ASSETS

	2002			2001			2000
Current assets
Cash and cash equivalents	$	882,973		$	803,255		$	858,828
Factored accounts receivable—net		232,098			—			—
Accrued interest receivable		2,999			—			—
Notes receivable, net		137,585			—			—
Accounts receivable—trade		452,413			238,784			44,593
Allowance for doubtful accounts		(67,724	)		(39,101	)		—
Accounts receivable—related party		207,280			290,000			—
Deposits		—			—			39,760
Inventory		—			23,191			—
Reserve for building improvements		94,000			—			—
Mail processing costs, net of amortization		779,970			4,117,406			1,374,024
Customer mail list costs, net of amortization		1,942,291			1,126,002			713,284
Advance to affiliate		—			22,200			—
Prepaid expenses		10,902			879			537
Total current assets		4,674,787			6,582,616			3,031,026
Property and equipment, net		2,994,006			821,272			—
Other Assets
Notes receivable—long term		57,665			—			—
Loan origination fees (net)		—			3,064			—
Total other assets		57,665			3,064			—
Total assets	$	7,726,458		$	7,406,952		$	3,031,026

(continued)

RAYBOR MANAGEMENT INC.

PRO FORMA CONSOLIDATED BALANCE SHEETS (CONTINUED)

DECEMBER 31, 2002, 2001AND 2000

LIABILITIES AND STOCKHOLDERS’ EQUITY

	2002			2001			2000
Current Liabilities
Accounts payable	$	1,995,800		$	2,868,609		$	—
Bank overdrafts		10,419			—			—
Other current liabilities		111,791			—			—
Accrued liabilities		74,743			—			—
Current portion of long-term debt		33,955			14,514			—
Current portion of capital leases		107,383			—			—
Line of credit		200,895			—			—
Notes payable		864,738			—			—
Accrued expenses		385,831			21,020			—
Income taxes payable		810			10			—
Advances from shareholder		2,384			—			—
Pro forma income tax payable		5,420,706			3,040,298			695,224
Deferred revenue		1,839,998			1,690,590			1,057,846
Total current liabilities		11,049,453			7,635,041			1,753,070
Long term liabilities
Notes payable—long-term		111,180			—			—
Capital lease obligations		576,524			—			—
Long-term debt, net of current maturities		1,034,895			632,918			—
Total long term liabilities		1,722,599			632,918			—
Total liabilities		12,772,052			8,267,959			1,753,070
Stockholders’ equity
Common stock, no par value, 100,000,000 shares authorized; 31,000,180 shares issued and outstanding		520,196			366,674			106,824
Accumulated deficit (earnings)		(5,565,790	)		(1,227,681	)		1,171,132
Total stockholders’ equity		(5,045,594	)		(861,007	)		1,277,956
Total liabilities and stockholders’ equity	$	7,726,458		$	7,406,952		$	3,031,026

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RAYBOR MANAGEMENT INC.

PRO FORMA CONSOLIDATED STATEMENTSOF OPERATIONS

FORTHEYEARSENDED DECEMBER 31, 2002, 2001AND 2000

	2002		2001		2000
Revenues
Service income	$	183,071	$	189,382	$	—
Magazine subscription sales		398,499		331,542		—
Factoring fees		78,729		—		—
Interest income		17,897		—		—
Net patient revenue		817,498		272,884		—
Retail sales		3,680		6,271		—
Other income		4,106		—		—
Subscription sales		18,637,878		13,738,735		7,849,224
Gross Revenues		20,141,358		14,538,814		7,849,224
Cost of sales
Amortization of mail processing costs		9,397,388		5,747,970		4,847,040
Interest expense		83,020		—		—
Amortization of customer mailing list costs		1,640,072		1,209,837		493,707
Labor		21,744		—		—
Medical services		85,939		20,517		—
Medical supplies		28,795		4,768		—
Medical products		23,621		5,946		—
Cost of sales—other		—		—		21,372
Total Cost of Sales		11,280,579		6,989,038		5,362,119
Gross Profit		8,860,779		7,549,776		2,487,105
Operating expenses
Purchased services		—		205,117		387,717
Payroll and related expenses		1,014,113		606,138		—
Other operating expenses		199,655		—		—
Bad debts		149,450		—		—
Consultants		54,209		172,854		—
Rent		13,844		32,742		—
Selling expenses		62,475		67,314		—
Depreciation and amortization		152,430		18,507		—
General & administrative		1,687,562		987,532		483,403
Total Operating Expenses		3,333,738		2,090,204		871,120
Income from operations		5,527,041		5,459,572		1,615,985

(continued)

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RAYBOR MANAGEMENT INC.

PRO FORMA CONSOLIDATED STATEMENTSOF OPERATIONS (CONTINUED)

FORTHEYEARSENDED DECEMBER 31, 2002, 2001AND 2000

	2002			2001			2000
Other income
Interest income		36,311			44,637			6,638
Gain on disposition of assets		22,000			—			—
Rental income		1,200			10,200			—
Interest expense		(116,030	)		(18,105	)		—
Database sales to related party		64,545			—			—
Miscellaneous income (expense)—net		766			3,870			(5,823	)
Total other income		8,792			40,602			815
Income before income taxes		5,535,833			5,500,174			1,616,800
Provision for income taxes		(810	)		(10	)		—
Pro forma—income tax expense		(2,380,408	)		(2,345,074	)		(695,224	)
Net Income	$	3,154,615		$	3,155,090		$	921,576
Earnings per share (basic and diluted)	$	0.10		$	0.12		$	0.04
Number of shares used in calculation (basic and diluted)	$	31,000,180		$	25,597,533		$	24,238,636

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RAYBOR MANAGEMENT INC.

PROFORMA CONSOLIDATED STATEMENTS

DECEMBER 31, 2002, 2001AND 2000

Pro Forma Consolidation Policy Specifically Described

These pro forma consolidated balance sheets and statements of operations include the accounts of the parent company and subsidiaries, after elimination of all material intercompany accounts, transactions and profits. Until June 1, 2003, Raybor Management Inc., was a blank check company and its assets and liabilities were deminimis

The accompanying Pro Forma Consolidated Financial Statements include the accounts of the following entities:

Name of Entity	Form of Entity
Raybor Management Inc.	Corporation
IC Marketing, Inc.	Corporation
American Consumer Publishing, Inc.	Corporation
Freedom Financial, Inc.	Corporation
Back 2 Backs, Inc.	Corporation

Income Taxes

Before June 1, 2003, IC Marketing, Inc., the stockholders of American Consumer Publishing Association, Inc., and Freedom Financial, Inc. had elected to be taxed under Subchapter S of the Internal Revenue Code. During such period, federal income taxes were the responsibility of the Company’s stockholders as were any state income taxes. The S corporation election terminated in connection with the consummation of the acquisition by Raybor Management Inc., of these three companies on June 1, 2003.

The pro forma statement of operations reflects the income tax expense if all the entities had been taxed as C corporations and filed a consolidated federal and state income tax return with its parent company. The Company’s effective income tax rate for pro forma reporting purposes was estimated to be 43%, which is what would be expected if the federal and state statutory rate were applied to income before income taxes.

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