Benefytt (BFYT) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

SUNRISE HEALTH PLANS, INC. AND AFFILIATES

COMBINED FINANCIAL STATEMENTS

JUNE 30, 2013AND 2012

TABLEOF CONTENTS

Financial Statements:
Combined Balance Sheets (Unaudited)	2
Combined Statements of Operations (Unaudited)	3
Combined Statements of Cash Flows (Unaudited)	4
Notes to Combined Financial Statements (Unaudited)	5 – 9

SUNRISE HEALTH PLANS, INC.AND AFFILIATES

COMBINED BALANCE SHEETS (UNAUDITED)

	June 30, 2013			December 31, 2012
	(unaudited)
ASSETS
Current assets:
Cash	$	87,353		$	181,188
Accounts receivable, net		450,496			413,635
Prepaid expenses and other current assets		2,857			13,065
Total current assets		540,706			607,888
Property and equipment, net		129,533			137,774
Other assets:
Software development costs, net		74,466			85,104
Marketing sales leads, net		—			506,660
Intangible asset, net		19,167			21,667
Total other assets		93,633			613,431
Total assets	$	763,872		$	1,359,093
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities:
Accounts payable and accrued expenses	$	330,496		$	194,719
Deferred commission revenue		834,186			355,149
Investor advance		1,500,000			—
Total current liabilities		2,664,682			549,868
Commitments and contingencies
Stockholders’ (deficiency) equity:
Common stock, no par value, 100,001,100 shares authorized, issued and outstanding		29,822			29,822
Paid in capital		63,010			63,010
Accumulated deficit		(1,993,642	)		716,393
Total (stockholders’ deficiency) stockholders’ equity		(1,900,810	)		809,225
Total liabilities and (stockholders’ deficiency)(stockholders’ equity)	$	763,872		$	1,359,093
	��

See accompanying notes to combined financial statements and independent accountants’ compilation report.

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SUNRISE HEALTH PLANS, INC.AND AFFILIATES

COMBINED STATEMENTSOF OPERATIONS (UNAUDITED)

FORTHE SIX MONTHS ENDED JUNE 30, 2013AND 2012

	2013		2012
Net sales	$	4,565,165	$	4,325,550
Cost of sales:
Agent compliance costs		52,630		30,235
Commission expense		407,663		292,811
Marketing sales leads		736,682		705,238
Total cost of sales		1,196,975		1,028,284
Gross profit		3,368,190		3,297,266
Operating expenses:
Rent		70,002		57,570
Depreciation		12,665		10,295
Amortization		13,138		11,471
Computer and hosting expenses		45,566		54,133
Telephone		58,659		81,518
Professional fees		69,674		99,069
General and administrative		123,492		104,161
Payroll and related expenses		1,095,713		1,277,906
Total operating expenses		1,488,909		1,696,123
Operating income		1,879,281		1,601,143
Net income	$	1,879,281	$	1,601,143

See accompanying notes to combined financial statements and independent accountants’ compilation report.

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SUNRISE HEALTH PLANS, INC.AND AFFILIATES

COMBINED STATEMENTSOF CASH FLOWS (UNAUDITED)

FORTHE SIX MONTHS ENDED JUNE 30, 2013AND 2012

	2013			2012
Cash Flows From Operating Activities:
Net income	$	1,879,281		$	1,601,143
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		25,803			21,766
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable		(36,861	)		(90,348	)
Prepaid expenses and other current assets		10,208			2,443
Increase (decrease) in:
Accounts payable and accrued expenses		28,067			(37,365	)
Deferred commission revenue		(265,513	)		411,958
Net cash provided by operating activities		1,640,985			1,909,597
Cash Flows From Investing Activities:
Purchases of property and equipment		(4,424	)		(32,501	)
Purchases of customer lists		—			(25,000	)
Net cash used in investing activities		(4,424	)		(57,501	)
Cash Flows From Financing Activities:
Investor advance		1,500,000			—
Stockholders distributions		(3,230,396	)		(1,931,321	)
Net cash used in financing activities		(1,730,396	)		(1,931,321	)
Net decrease in cash		(93,835	)		(79,225	)
Cash, beginning of period		181,188			207,980
Cash, end of period	$	87,353		$	128,755

See accompanying notes to combined financial statements and independent accountants’ compilation report.

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SUNRISE HEALTH PLANS, INC. AND AFFILIATES

NOTESTO COMBINED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – NATUREOF BUSINESS

Sunrise Health Plans, Inc. and Affiliates consists of 3 separate legal entities which include Sunrise Health Plans, Inc., Sunrise Group Marketing, Inc. and Secured Software Solutions, Inc. (collectively, the “Company” or “Companies”). Sunrise Health Plans, Inc. markets and sells health, dental and life insurance products as an authorized agent of the contracted insurance carrier companies. The policies sold to its customers are underwritten by the contracted insurance carrier companies and Sunrise Health Plans, Inc. assumes no underwriting or insurance risk. Sunrise Group Marketing, Inc. primarily purchases and resells marketing sales leads to customers in the telemarketing and call center industry. Secured Software Solutions, Inc. licenses software internally designed and developed specific to the telemarketing and call center industry. The Companies are managed and controlled by identical parties, have similar majority ownership and conduct all of its administrative affairs from the same office location in Plantation, Florida. Accordingly, the financial statements of the Company are presented on a combined basis.

Sunrise Health Plans, Inc. was incorporated in the State of Florida on January 26, 2009 and has 100,000,000 authorized, issued and outstanding no par value common shares with equal voting rights. Sunrise Group Marketing, Inc. was incorporated in the State of Florida on May 26, 2010 as Sunrise Vacations, Inc. which was amended and changed to Sunrise Group Marketing, Inc. on August 25, 2010. Sunrise Group Marketing, Inc. has 1,000 authorized, issued and outstanding no par value common shares with equal voting rights. Secured Software Solutions, Inc. was incorporated in the State of Florida on January 5, 2011 and has 100 authorized, issued and outstanding no par value common shares with equal voting rights.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The combined financial statements include the financial position, results of operation, changes in stockholders’ equity and cash flows for the entities described in Note 1. All significant transactions and balances among the individual entities are eliminated in the combined financial statements.

The accompanying unaudited consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown. The results of operations for such periods are not necessary indicative of the results expected for the full year or for any future periods.

Use of Estimates

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 reporting periods. These estimates include, among other items, assessing the collectability of receivables, useful lives and recoverability of both tangible and intangible assets, the adequacy of the provision for contingent liabilities and the reported amounts of revenues and expenses during the reporting periods. Some of these estimates can be subjective and complex and, consequently, actual results could differ materially from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents at June 30, 2013 and 2012.

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SUNRISE HEALTH PLANS, INC. AND AFFILIATES

NOTESTO COMBINED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES,CONTINUED

Fair Value of Financial Instruments

The Company’s financial instruments consist mainly of cash, accounts receivable and short-term payables. The Company believes that the carrying amounts approximate fair value, due to their short-term maturities.

Revenue recognition

The Company’s revenue consists of commissions earned for the sale of insurance policies, the sale of marketing leads and revenue from the licensing of the Company’s internally developed software.

Commissions are recognized when the purchase of the insurance policy has been internally verified and submitted to the insurance carrier, which usually occurs at the time of the sale. The Company does not collect any insurance premiums. All premiums are paid by the insured parties directly to the insurance carrier. The Company does not have any underwriting or insurance risk. Commission rates earned are agreed upon in advance with the respective insurance carrier and vary by carrier and the type of policy.

Certain insurance policies sold have a “chargeback” period which contractually requires the Company to refund pro-rated commission amounts to the insurance carrier if a policy is cancelled during the chargeback period, which usually ranges between six (6) to nine (9) months. Revenues for policies with a chargeback period are deferred and recognized ratably over the respective chargeback period (refer to Note 3).

Revenue from the sale of marketing leads is recognized when the leads have been provided to the customer and collectability is reasonably assured.

Software license revenue is recognized when a license agreement has been executed, delivery has occurred, fees are fixed and determinable, and collection of the resulting receivable is deemed probable. Revenue from consulting and training services is recognized as services are performed.

Concentrations

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company places its cash with high credit quality financial institutions, but occasionally may maintain cash balances in excess of the FDIC-insured limits. The amount on deposit at June 30, 2013 and 2012 did not exceed federally insured limits of $250,000.

For the period ended June 30, 2013 approximately $2,824,000 representing approximately 62% of sales was comprised of commission revenues from one (1) contracted third-party insurance carrier administrator. Accounts receivable from the same contracted third-party insurance carrier administrator was approximately $435,000 representing approximately 96% of accounts receivable outstanding as of June 30, 2013.

For the period ended June 30, 2012 approximately $2,908,000 representing approximately 67% of sales was comprised of commission revenues from one (1) contracted third-party insurance carrier administrator. Accounts receivable from the same contracted third-party insurance carrier administrator was approximately $414,000 representing approximately 87% of accounts receivable outstanding as of June 30, 2012.

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SUNRISE HEALTH PLANS, INC. AND AFFILIATES

NOTESTO COMBINED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES,CONTINUED

Accounts Receivable

Accounts receivable consist primarily of commission revenue due to the Company from contracted insurance carriers and a contracted third-party insurance carrier administrator. Commission revenue is usually collected within two weeks from the date an insurance policy is sold. The Company has not experienced any credit losses from accounts receivable and has not recognized a provision for uncollectible accounts receivable. As of June 30, 2013 and 2012, amounts included in accounts receivable are current.

Property and Equipment

The Company records property and equipment at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets which range from 2 to 7 years. Depreciation of leasehold improvements is computed using the straight-line method over the life of the asset or the lease term, whichever is shorter. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or losses are included in operations in the year of disposition.

Impairment of Long-Lived Assets

The Company reviews long-lived tangible and intangible assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. Impairment is recognized if the sum of the undiscounted estimated future cash flows expected to result from the use of the asset is less than the carrying value. When an impairment loss is recognized, the asset’s carrying value is reduced to its estimated fair value. No impairments were recognized for years ended June 30, 2013 and 2012.

Income Taxes

The shareholders of the Companies have elected for the Companies to be taxed as an S Corporation under the Internal Revenue Code (“IRS”). Stockholders of an S corporation are taxed on their proportional share of the corporate taxable income. Therefore, these combined financial statements contain no provision or liability for corporate income taxes.

The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. The Company has no liabilities for uncertain tax positions at June 30, 2013 and 2012. The Company continually evaluates expiring statutes of limitations, changes in tax laws and new authoritative rulings.

Marketing Costs

Marketing costs consist of sales leads which the Company expenses as they are incurred. (Refer to Note 3).

Date of Management’s Review

The Company evaluates events and transactions occurring subsequent to the date of the financial statements for matters requiring recognition or disclosure in the financial statements. The accompanying combined financial statements consider events through September 30, 2013 which is the date these financial statements were available to be issued.

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SUNRISE HEALTH PLANS, INC. AND AFFILIATES

NOTESTO COMBINED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 3 – PROPERTYAND EQUIPMENT

Property and equipment at June 30, 2013 and 2012 consist of the following:

	2013			2012
Leasehold improvements	$	33,803		$	33,803
Office equipment		55,863			50,898
Computer equipment		82,000			76,234
Furniture and fixtures		22,544			22,544
		194,210			183,479
Less: accumulated depreciation		(64,677	)		(39,470	)
	$	129,533		$	144,009

NOTE 4 – SOFTWARE DEVELOPMENT COSTS

The Company capitalizes software development costs when technological feasibility is established, until the point where the product is available for general release to customers. Software development costs incurred prior to technological feasibility are considered R&D costs, and are expensed as incurred. Net capitalized software costs are recorded at cost and are amortized using the straight line method over the estimated useful life of the software – generally five years. Amortization of the capitalized costs commence once the products were available for general release to customers. For the period ended June 30, 2013 and 2012, amortization of software development costs was approximately $10,500, respectively.

NOTE 5 – INTANGIBLE ASSET

Intangible asset consists of a customer list purchased for $25,000 during the period ended June 30, 2012. The cost of the customer list is being amortized over the estimated useful life of 5 years on a straight line basis. Amortization expense for the period ended June 30, 2013 and June 20, 2012 was $2,500 and $833, respectively.

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SUNRISE HEALTH PLANS, INC. AND AFFILIATES

NOTESTO COMBINED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 6 – INVESTOR ADVANCE

In April 2013 and July 2013, the Company received cash payments of $1,000,000 and $500,000, respectively, from Health Plan Intermediaries Holdings, LLC, a subsidiary of Health Insurance Innovations, Inc. (collectively referred to as “HII”). The Company had entered into a letter of intent for HII to acquire the equity of the Company, and these payments were considered part of the cash consideration from HII due upon closing. In the event that the acquisition did not transpire, these payments were to be considered advanced commission payments. The acquisition was completed on July 17, 2013, and, as such, as of June 30, 2013, these payments were considered an investor advance on the accompanying combined balance sheets. See Note 9 for further discussion of the acquisition.

NOTE 7 – COMMITMENTSAND CONTINGENCIES

The Company leases office space under a non-cancelable operating lease from a third party that expires on January 31, 2014. The lease provides for minimum monthly lease payments, in addition to a pro-rata share of common area maintenance and taxes. Total rent expense for the period ended June 30, 2013 and 2012 was approximately $70,000 and $55,000, respectively. Pursuant to the provision of a 2011 lease amendment, the landlord has agreed to waive payment of a $35,000 lease obligation in arrears, included in accounts payable and accrued expenses in the accompanying combined balance sheets, upon full performance of the current lease.

NOTE 8 – SUBSEQUENT EVENT

On July 17, 2013, the owners of the Company (the “Owners”) consummated a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which HII acquired from the Owners all of the outstanding equity of the Company for a cash payment of $10.0 million plus $6.5 million of contingent consideration described below.

The Owners may receive contingent cash consideration as noted above under an adjustable promissory note with an initial face amount of $2.75 million, due on June 30, 2015 bearing an interest rate of 5%, payments of which are guaranteed by HII. Based upon the level of commission revenue attained by the acquired business operations between July 1, 2013 and June 30, 2015, the principal amount may be decreased if such commission revenue does not increase to a minimum threshold that the parties established (the “Threshold”) based upon actual commission revenues during the calendar year ended December 31, 2012. Alternatively, in the event growth in commission revenue increases above the Threshold, the note’s principal amount may be increased to allow the Owners to share a portion of the commission growth above the Threshold. The Owners and HII also entered into agreements providing for equity earn-out consideration whereby the Owners have contingent rights to receive up to $3.75 million based on the achievement of certain performance and financial targets over the three years following the closing. To the extent that such targets are achieved, such earn-out consideration will be paid in HII’s Class A common stock. The stock price used to determine the number of shares to be issued in connection with such earn-out consideration will be determined at the end of the respective performance periods.

In connection with the Purchase Agreement, on July 17, 2013, the Owners also entered into employment agreements with HII.

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SUNRISE HEALTH PLANS, INC. AND AFFILIATES

COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2012AND 2011

TABLEOF CONTENTS

Independent Auditors’ Report	1 – 2
Financial Statements:
Combined Balance Sheets	3
Combined Statements of Operations	4
Combined Statements of Changes in Stockholders’ Equity	5
Combined Statements of Cash Flows	6
Notes to Combined Financial Statements	7 – 12
Supplementary Information:
Combining Balance Sheets	13 – 14
Combining Statements of Operations	15 – 16

[Letterhead of DaszkalBolton LLP]

INDEPENDENT AUDITORS’ REPORT

To the Stockholders

Sunrise Health Plans, Inc. and Affiliates

Plantation, Florida

We have audited the accompanying combined financial statements of Sunrise Health Plans, Inc. (a Florida corporation) and Affiliates, which comprise the combined financial balance sheets as of December 31, 2012 and 2011, and the related combined statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these combined 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 combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Sunrise Health Plans, Inc. and Affiliates as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

[DaszkalBolton LLP footer]

Report on Combining Information

Our audits were conducted for the purpose of forming an opinion on the combined financial statements as a whole. The combining information in supplementary schedules is presented for purposes of additional analysis of the combined financial statements rather than to present the financial position, results of operations, and cash flows of the individual companies, and it is not a required part of the combined financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the combined financial statements. The combining information has been subjected to the auditing procedures applied in the audit of the combined financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the combined financial statements or to the combined financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining information is fairly stated in all material respects in relation to the combined financial statements as a whole.

/s/ DaszkalBolton LLP

Fort Lauderdale, Florida

April 12, 2013

SUNRISE HEALTH PLANS, INC.AND AFFILIATES

COMBINED BALANCE SHEETS

DECEMBER 31, 2012AND 2011

	2012		2011
ASSETS
Current assets:
Cash	$	181,188	$	207,980
Accounts receivable		413,635		382,436
Prepaid expenses and other current assets		13,065		33,663
Total current assets		607,888		624,079
Property and equipment, net		137,774		121,803
Other assets:
Software development costs, net		85,104		106,380
Marketing sales leads, net		506,660		337,970
Intangible asset, net		21,667		—
Total other assets		613,431		444,350
Total assets	$	1,359,093	$	1,190,232
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	194,719	$	231,146
Deferred commission revenue		355,149		169,680
Total current liabilities		549,868		400,826
Commitments and contingencies
Stockholders’ equity:
Common stock, no par value, 100,001,100 shares authorized, issued and outstanding		29,822		29,822
Paid in capital		63,010		38,239
Retained earnings		716,393		721,345
Total stockholders’ equity		809,225		789,406
Total liabilities and stockholders’ equity	$	1,359,093	$	1,190,232

The accompanying notes are an integral part of these combined financial statements.

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SUNRISE HEALTH PLANS, INC.AND AFFILIATES

COMBINED STATEMENTSOF OPERATIONS

FORTHE YEARS ENDED DECEMBER 31, 2012 and 2011

	2012		2011
Net sales	$	9,568,056	$	6,651,574
Cost of sales:
Agent compliance costs		61,483		59,738
Commission expense		718,618		396,941
Marketing sales leads		1,430,856		1,192,908
Total cost of sales		2,210,957		1,649,587
Gross profit		7,357,099		5,001,987
Operating expenses:
Rent		134,885		73,244
Depreciation		22,837		11,249
Amortization		24,609		—
Computer and hosting expenses		116,708		119,298
Telephone		154,069		155,393
Professional fees		133,121		248,272
General and administrative		210,391		254,960
Management fees		3,831,921		1,459,558
Payroll and related expenses		2,408,010		1,928,140
Total operating expenses		7,036,551		4,250,114
Operating income		320,548		751,873
Net income	$	320,548	$	751,873

The accompanying notes are an integral part of these combined financial statements.

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SUNRISE HEALTH PLANS, INC.AND AFFILIATES

COMBINED STATEMENTSOF CHANGESIN STOCKHOLDERS’ EQUITY

FORTHE YEAR ENDED DECEMBER 31, 2012 and 2011

	Common Stock						Retained
	Shares		Stated Value		Paid-In-Capital		Earnings			Total
Balance, December 31, 2010		100,000,100		25,000		38,239		(30,528	)		32,711
Common stock issued		1,000		4,822		—		—			4,822
Net income		—		—		—		751,873			751,873
Balance, December 31, 2011		100,001,100		29,822		38,239		721,345			789,406
Stockholder contributions		—		—		24,771		—			24,771
Stockholder distributions		—		—		—		(325,500	)		(325,500	)
Net income		—		—		—		320,548			320,548
Balance, December 31, 2012		100,001,100		29,822	$	63,010	$	716,393		$	809,225

The accompanying notes are an integral part of these combined financial statements.

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SUNRISE HEALTH PLANS, INC.AND AFFILIATES

COMBINED STATEMENTSOF CASH FLOWS

FORTHE YEAR ENDED DECEMBER 31, 2012 and 2011

	2012			2011
Cash Flows From Operating Activities
Net income	$	320,548		$	751,873
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		245,992			84,344
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable		(31,199	)		(163,180	)
Prepaid expenses and other current assets		20,598			(33,663	)
Marketing sales leads		(367,236	)		(411,065	)
Increase (decrease) in:
Accounts payable and accrued expenses		(36,427	)		56,760
Deferred commission revenue		185,469			80,293
Net cash provided by operating activities		337,745			365,362
Cash Flows From Investing Activities:
Purchases of property and equipment		(38,808	)		(121,068	)
Software development costs		—			(106,380	)
Purchases of customer lists		(25,000	)		—
Net cash used in investing activities		(63,808	)		(227,448	)
Cash Flows From Financing Activities:
Stockholders contributions		24,771			4,822
Stockholders distributions		(325,500	)		—
Net cash (used in) provided by financing activities		(300,729	)		4,822
Net (decrease) increase in cash		(26,792	)		142,736
Cash, beginning of year		207,980			65,244
Cash, end of year	$	181,188		$	207,980

The accompanying notes are an integral part of these combined financial statements.

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SUNRISE HEALTH PLANS, INC. AND AFFILIATES

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATUREOF BUSINESS

Sunrise Health Plans, Inc. and Affiliates consists of 3 separate legal entities which include Sunrise Health Plans, Inc., Sunrise Group Marketing, Inc. and Secured Software Solutions, Inc. (collectively, the “Company” or “Companies”). Sunrise Health Plans, Inc. markets and sells health, dental and life insurance products as an authorized agent of the contracted insurance carrier companies. The policies sold to its customers are underwritten by the contracted insurance carrier companies and Sunrise Health Plans, Inc. assumes no underwriting or insurance risk. Sunrise Group Marketing, Inc. primarily purchases and resells marketing sales leads to customers in the telemarketing and call center industry. Secured Software Solutions, Inc. licenses software internally designed and developed specific to the telemarketing and call center industry. The Companies are managed and controlled by identical parties, have similar majority ownership and conduct all of its administrative affairs from the same office location in Plantation, Florida. Accordingly, the financial statements of the Company are presented on a combined basis.

Sunrise Health Plans, Inc. was incorporated in the State of Florida on January 26, 2009 and has 100,000,000 authorized, issued and outstanding no par value common shares with equal voting rights. Sunrise Group Marketing, Inc. was incorporated in the State of Florida on May 26, 2010 as Sunrise Vacations, Inc. which was amended and changed to Sunrise Group Marketing, Inc. on August 25, 2010. Sunrise Group Marketing, Inc. has 1,000 authorized, issued and outstanding no par value common shares with equal voting rights. Secured Software Solutions, Inc. was incorporated in the State of Florida on January 5, 2011 and has 100 authorized, issued and outstanding no par value common shares with equal voting rights.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The combined financial statements include the financial position, results of operation, changes in stockholders’ equity and cash flows for the entities described in Note 1. All significant transactions and balances among the individual entities are eliminated in the combined financial statements.

Use of Estimates

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 reporting periods. These estimates include, among other items, assessing the collectability of receivables, useful lives and recoverability of both tangible and intangible assets, the adequacy of the provision for contingent liabilities and the reported amounts of revenues and expenses during the reporting periods. Some of these estimates can be subjective and complex and, consequently, actual results could differ materially from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents at December 31, 2012 and 2011.

Fair Value of Financial Instruments

The Company’s financial instruments consist mainly of cash, accounts receivable and short-term payables. The Company believes that the carrying amounts approximate fair value, due to their short-term maturities.

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SUNRISE HEALTH PLANS, INC. AND AFFILIATES

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES,CONTINUED

Revenue recognition

The Company’s revenue consists of commissions earned for the sale of insurance policies, the sale of marketing leads and revenue from the licensing of the Company’s internally developed software.

Commissions are recognized when the purchase of the insurance policy has been internally verified and submitted to the insurance carrier, which usually occurs at the time of the sale. The Company does not collect any insurance premiums. All premiums are paid by the insured parties directly to the insurance carrier. The Company does not have any underwriting or insurance risk. Commission rates earned are agreed upon in advance with the respective insurance carrier and vary by carrier and the type of policy. Certain insurance policies sold have a “chargeback” period which contractually requires the Company to refund commission amounts to the insurance carrier if a policy is cancelled during the chargeback period, which usually ranges between six (6) to nine (9) months. Revenues for policies with a chargeback period are recognized net of an allowance for policies expected to be canceled during the chargeback period. The allowance is estimated using historical results and therefore actual results could differ materially. As of December 31, 2012 and 2011, the allowance for estimated cancellations was $355,149 and $169,680, respectively, and is included under “deferred commission revenue” in the accompanying combined balance sheets.

Revenue from the sale of marketing leads is recognized when the leads have been provided to the customer and collectability is reasonably assured.

Software license revenue is recognized when a license agreement has been executed, delivery has occurred, fees are fixed and determinable, and collection of the resulting receivable is deemed probable. Revenue from consulting and training services is recognized as services are performed.

Concentrations

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company places its cash with high credit quality financial institutions, but occasionally may maintain cash balances in excess of the FDIC-insured limits. The amount on deposit at December 31, 2012 and 2011 did not exceed federally insured limits of $250,000.

For the year ended December 31, 2012 approximately $5,609,000 representing approximately 59 % of sales was comprised of commission revenues from one (1) contracted third-party insurance carrier administrator. Accounts receivable from the same contracted third-party insurance carrier administrator was approximately $375,000 representing approximately 91% of accounts receivable outstanding as of December 31, 2012.

For the year ended December 31, 2011 approximately 4,171,000 and $1,216,681 representing approximately 63% and 18%, respectively, of sales were comprised of commission revenues from one (1) contracted third-party insurance carrier administrator and one (1) contracted insurance carrier. Accounts receivable from the same contracted third-party insurance carrier administrator and contracted insurance carrier was approximately $334,000 and $6,000, respectively, representing approximately 87% and 2%, respectively, of total accounts receivable outstanding as of December 31, 2011, respectively.

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SUNRISE HEALTH PLANS, INC. AND AFFILIATES

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES,CONTINUED

Accounts Receivable

Accounts receivable consist primarily of commission revenue due to the Company from contracted insurance carriers and a contracted third-party insurance carrier administrator. Commission revenue is usually collected within two weeks from the date an insurance policy is sold. The Company has not experienced any credit losses from accounts receivable and has not recognized a provision for uncollectible accounts receivable. As of December 31, 2012 and 2011, amounts included in accounts receivable are current.

Property and Equipment

The Company records property and equipment at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets which range from 2 to 7 years. Depreciation of leasehold improvements is computed using the straight-line method over the life of the asset or the lease term, whichever is shorter. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or losses are included in operations in the year of disposition.

Impairment of Long-Lived Assets

The Company reviews long-lived tangible and intangible assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. Impairment is recognized if the sum of the undiscounted estimated future cash flows expected to result from the use of the asset is less than the carrying value. When an impairment loss is recognized, the asset’s carrying value is reduced to its estimated fair value. No impairments were recognized for years ended December 31, 2012 and 2011.

Income Taxes

The shareholders of the Companies have elected for the Companies to be taxed as an S Corporation under the Internal Revenue Code (“IRS”). Stockholders of an S corporation are taxed on their proportional share of the corporate taxable income. Therefore, these combined financial statements contain no provision or liability for corporate income taxes.

The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. The Company has no liabilities for uncertain tax positions at December 31, 2012 and 2011. The Company continually evaluates expiring statutes of limitations, changes in tax laws and new authoritative rulings.

Marketing costs

The Company purchases sales leads which are capitalized and amortized to marketing sales leads and included in costs of sales. The costs of the sales leads are amortized using the following accelerated method: 70% in the month the sales leads are purchased, and the remaining 30% is amortized over 36 months commencing in the month the sales leads are purchased. The Company’s ability to realize the value of these assets is evaluated periodically by comparing the carrying value of the assets to the probable remaining future net cash flows expected to result from sales to customers directly from such sales leads or the actual sale of the leads to non-related call centers or telemarketers. Total marketing sales leads expense incurred and expensed, including amortization of the sales leads, for the years ended December 31, 2012 and 2011 was $1,430,856 and $1,192,908, respectively.

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SUNRISE HEALTH PLANS, INC. AND AFFILIATES

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES,CONTINUED

Date of Management’s Review

The Company evaluates events and transactions occurring subsequent to the date of the financial statements for matters requiring recognition or disclosure in the financial statements. The accompanying combined financial statements consider events through April 12, 2013 which is the date these financial statements were available to be issued.

NOTE 3 – PROPERTYAND EQUIPMENT

Property and equipment at December 31, 2012 and 2011 consist of the following:

	2012			2011
Leasehold improvements	$	33,803		$	33,803
Office equipment		53,326			39,040
Computer equipment		80,113			61,321
Furniture and fixtures		22,544			16,814
		189,786			150,978
Less: accumulated depreciation		(52,012	)		(29,175	)
	$	137,774		$	121,803

Depreciation expense for the year ended December 31, 2012 and 2011 amounted to approximately $23,000 and $11,000, respectively.

NOTE 4 – SOFTWARE DEVELOPMENT COSTS

The Company has capitalized certain software development costs totaling approximately $106,000 during the year ended December 31, 2011.

The Company capitalizes software development costs when technological feasibility is established, until the point where the product is available for general release to customers. Software development costs incurred prior to technological feasibility are considered R&D costs, and are expensed as incurred. Net capitalized software costs are recorded at cost and are amortized using the straight line method over the estimated useful life of the software – generally five years. Amortization of the capitalized costs commence once the products were available for general release to customers. For the years ended December 31, 2012 and 2011, amortization of software development costs was approximately $21,000 and $0, respectively.

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SUNRISE HEALTH PLANS, INC. AND AFFILIATES

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – MARKETING SALES LEADS

The Company recorded the following activity related to capitalized marketing sales leads expense:

	2012			2011
Balance at beginning of the year	$	337,970		$	—
Amounts capitalized during the year		367,236			411,065
Amounts amortized during the year		(198,546	)		(73,095	)
Balance at end of the year	$	506,660		$	337,970

NOTE 6 – INTANGIBLE ASSET

Intangible asset consists of a customer list purchased for $25,000 during the year ended December 31, 2012. The cost of the customer list is being amortized over the estimated useful life of 5 years on a straight line basis. Future amortization expense of the customer list at December 31, 2012 is expected to be as follows:

Year Ending December 31,
2013	$	5,000
2014		5,000
2015		5,000
2016		5,000
2017		1,667
	$	21,667

Amortization expense for the year ended December 31, 2012 was $3,333.

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company entered into an informal management agreement with the Company’s shareholders, whereby the Company pays the shareholders for management services rendered on behalf of the Company. For the years ended December 31, 2012 and 2011, the management fees were approximately $3,832,000 and $1,460,000, respectively.

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SUNRISE HEALTH PLANS, INC. AND AFFILIATES

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – COMMITMENTSAND CONTINGENCIES

The Company leases office space under a non-cancelable operating lease from a third party that expires on January 31, 2014. The lease provides for minimum monthly lease payments, in addition to a pro-rata share of common area maintenance and taxes. Total rent expense for the years ended December 31, 2012 and 2011 was approximately $135,000 and $73,000, respectively. Pursuant to the provision of a 2011 lease amendment, the landlord has agreed to waive payment of a $35,000 lease obligation in arrears, included in accounts payable and accrued expenses in the accompanying combined balance sheets, upon full performance of the current lease.

Minimum lease payments under the operating lease are as follows:

Year Ending December 31,
2013	$	118,862
2014		9,905
	$	128,767

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SUPPLEMENTARY INFORMATION

SUNRISE HEALTH PLANS, INC.AND AFFILIATES

COMBINING BALANCE SHEETS

DECEMBER 31, 2012

	Sunrise Health		Sunrise Group			Secured Software
	Plans, Inc.		Marketing, Inc.			Solutions, Inc.			Eliminations			Combined
ASSETS
Current assets:
Cash	$	97,621	$	79,236		$	4,331		$	—		$	181,188
Accounts receivable		382,455		9,034			22,146			—			413,635
Prepaid expenses and other current assets		13,065		—			—			—			13,065
Total current assets		493,141		88,270			26,477			—			607,888
Property and equipment, net		137,774		—			—			—			137,774
Other assets:
Software development costs, net		—		—			85,104			—			85,104
Marketing sales leads, net		—		506,660			—			—			506,660
Intangible asset, net		21,667		—			—			—			21,667
Due from affiliates		1,061,959		114,500			—			(1,176,459	)		—
Total other assets		1,083,626		621,160			85,104			(1,176,459	)		613,431
Total assets	$	1,714,541	$	709,430		$	111,581		$	(1,176,459	)	$	1,359,093
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	190,879	$	3,840		$	—		$	—		$	194,719
Deferred commission revenue		355,149		—			—			—			355,149
Total current liabilities		546,028		3,840			—			—			549,868
Due to affiliates		111,500		959,237			105,722			(1,176,459	)		—
Commitments and contingencies
Stockholders’ equity:
Common stock, no par value, 100,001,100 shares authorized, issued and outstanding		25,000		4,822			—			—			29,822
Paid-in capital		38,239		—			24,771			—			63,010
Retained earnings (accumulated deficit)		993,774		(258,469	)		(18,912	)		—			716,393
Total stockholders’ equity		1,057,013		(253,647	)		5,859			—			809,225
Total liabilities and stockholders’ equity	$	1,714,541	$	709,430		$	111,581		$	(1,176,459	)	$	1,359,093

See independent auditors’ report on additional information.

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SUNRISE HEALTH PLANS, INC.AND AFFILIATES

COMBINING BALANCE SHEETS

DECEMBER 31, 2011

	Sunrise Health		Sunrise Group			Secured Software
	Plans, Inc.		Marketing, Inc.			Solutions, Inc.		Eliminations			Combined
ASSETS
Current assets:
Cash	$	150,980	$	52,280		$	4,720	$	—		$	207,980
Accounts receivable		378,836		3,600			—		—			382,436
Prepaid expenses and other current assets		33,663		—			—		—			33,663
Total current assets		563,479		55,880			4,720		—			624,079
Property and equipment, net		121,803		—			—		—			121,803
Other assets:
Software development costs		—		—			106,380		—			106,380
Marketing sales leads, net		—		337,970			—		—			337,970
Due from affiliates		509,381		3,000			—		(512,381	)		—
Total other assets		509,381		340,970			106,380		(512,381	)		444,350
Total assets	$	1,194,663	$	396,850		$	111,100	$	(512,381	)	$	1,190,232
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	226,896	$	4,000		$	250	$	—		$	231,146
Deferred commission revenue		169,680		—			—		—			169,680
Total current liabilities		396,576		4,000			250		—			400,826
Due to affiliates		—		411,065			101,316		(512,381	)		—
Commitments and contingencies
Stockholders’ equity:
Common stock, no par value, 100,001,100 shares authorized, issued and outstanding		25,000		4,822			—		—			29,822
Paid-in capital		38,239		—			—		—			38,239
Retained earnings (accumulated deficit)		734,848		(23,037	)		9,534		—			721,345
Total stockholders’ equity		798,087		(18,215	)		9,534		—			789,406
Total liabilities and stockholders’ equity	$	1,194,663	$	396,850		$	111,100	$	(512,381	)	$	1,190,232

See independent auditors’ report on additional information.

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SUNRISE HEALTH PLANS, INC.AND AFFILIATES

COMBINING STATEMENTSOF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

	Sunrise Health		Sunrise Group			Secured Software
	Plans, Inc.		Marketing, Inc.			Solutions, Inc.		Eliminations		Combined
Net sales	$	8,665,976	$	574,918		$	327,162	$	—	$	9,568,056
Cost of sales:
Agent compliance costs		60,373		1,110			—		—		61,483
Commission expense		718,618		—			—		—		718,618
Marketing sales leads		947,330		483,526			—		—		1,430,856
Total cost of sales		1,726,321		484,636			—		—		2,210,957
Gross profit		6,939,655		90,282			327,162		—		7,357,099
Operating expenses:
Rent		134,885		—			—		—		134,885
Depreciation		22,837		—			—		—		22,837
Amortization		3,333		—			21,276		—		24,609
Computer and hosting expenses		114,735		469			1,504		—		116,708
Telephone		154,069		—			—		—		154,069
Professional fees		131,871		500			750		—		133,121
General and administrative		182,287		27,276			828		—		210,391
Management fees		3,634,132		197,789			—		—		3,831,921
Payroll and related expenses		2,302,582		99,678			5,750		—		2,408,010
Total operating expenses		6,680,731		325,712			30,108		—		7,036,551
Operating income (loss)		258,924		(235,430	)		297,054		—		320,548
Net income (loss)	$	258,924	$	(235,430	)	$	297,054	$	—	$	320,548

See independent auditors’ report on additional information.

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SUNRISE HEALTH PLANS, INC.AND AFFILIATES

COMBINING STATEMENTOF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

	Sunrise Health		Sunrise Group			Secured Software
	Plans, Inc.		Marketing, Inc.			Solutions, Inc.		Eliminations		Combined
Net sales	$	6,015,658	$	602,181		$	33,735	$	—	$	6,651,574
Cost of sales:
Agent compliance costs		59,738		—			—		—		59,738
Commission expense		396,941		—			—		—		396,941
Marketing sales leads		967,638		225,270			—		—		1,192,908
Total cost of sales		1,424,317		225,270			—		—		1,649,587
Gross profit		4,591,341		376,911			33,735		—		5,001,987
Operating expenses:
Rent		73,164		80			—		—		73,244
Depreciation		11,249		—			—		—		11,249
Amortization		—		—			—		—		—
Computer and hosting expenses		111,730		—			7,568		—		119,298
Telephone		154,793		—			600		—		155,393
Professional fees		240,912		—			7,360		—		248,272
General and administrative		235,466		19,141			353		—		254,960
Management fees		1,086,383		364,925			8,250		—		1,459,558
Payroll and related expenses		1,912,338		15,802			—		—		1,928,140
Total operating expenses		3,826,035		399,948			24,131		—		4,250,114
Operating income (loss)		765,306		(23,037	)		9,604		—		751,873
Net income (loss)	$	765,306	$	(23,037	)	$	9,604	$	—	$	751,873

See independent auditors’ report on additional information.

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