EXHIBIT 99.2




Fortune Industries, Inc.Unaudited Pro Forma Condensed Balance SheetAugust 31, 2008(Dollars in Thousands) Fortune Reported (a)

                                                                                            

                                                                                            

                                                                                            Sales Transaction Adjustments

                                                                                            

                                                                                            

                                                                                            

                                                                                            Fortune Pro FormaCurrent AssetsCash and equivalents

                                                                                            

                                                                                            $

                                                                                            4,740

                                                                                            

                                                                                            

                                                                                            $

                                                                                            (2,160

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            $

                                                                                            2,580Restricted cash

                                                                                            

                                                                                            

                                                                                            5,370

                                                                                            

                                                                                            

                                                                                            

                                                                                            —

                                                                                            

                                                                                            

                                                                                            

                                                                                            

                                                                                            5,370Accounts receivable, net

                                                                                            

                                                                                            

                                                                                            17,205

                                                                                            

                                                                                            

                                                                                            

                                                                                            (13,830

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            3,375Costs and estimated earnings in excess of billings on uncompleted contracts

                                                                                            

                                                                                            

                                                                                            2,785

                                                                                            

                                                                                            

                                                                                            

                                                                                            (2,785

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            —Inventory

                                                                                            

                                                                                            

                                                                                            4,367

                                                                                            

                                                                                            

                                                                                            

                                                                                            (4,097

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            270Other current assets

                                                                                            

                                                                                            

                                                                                            3,798

                                                                                            

                                                                                            

                                                                                            

                                                                                            (917

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            2,881Total Current Assets

                                                                                            

                                                                                            

                                                                                            38,265

                                                                                            

                                                                                            

                                                                                            

                                                                                            (23,789

                                                                                            )

                                                                                            

                                                                                            

                                                                                            

                                                                                            14,476Other AssetsProperty, plant and equipment, net

                                                                                            

                                                                                            

                                                                                            10,749

                                                                                            

                                                                                            

                                                                                            

                                                                                            (9,646

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            1,103Long-term accounts receivable

                                                                                            

                                                                                            

                                                                                            865

                                                                                            

                                                                                            

                                                                                            

                                                                                            (865

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            —Goodwill and other intangible assets, net

                                                                                            

                                                                                            

                                                                                            16,093

                                                                                            

                                                                                            

                                                                                            

                                                                                            (152

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            15,941Term note receivable

                                                                                            

                                                                                            

                                                                                            —

                                                                                            

                                                                                            

                                                                                            

                                                                                            3,172

                                                                                            

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            3,172Other long-term assets

                                                                                            

                                                                                            

                                                                                            140

                                                                                            

                                                                                            

                                                                                            

                                                                                            (15

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            125Total Other Assets

                                                                                            

                                                                                            

                                                                                            27,847

                                                                                            

                                                                                            

                                                                                            

                                                                                            (7,506

                                                                                            )

                                                                                            

                                                                                            

                                                                                            

                                                                                            20,341Total Assets

                                                                                            

                                                                                            $

                                                                                            66,112

                                                                                            

                                                                                            

                                                                                            $

                                                                                            (31,295

                                                                                            )

                                                                                            

                                                                                            

                                                                                            $

                                                                                            34,817Current LiabilitiesCurrent maturities of long term-debt - majority shareholder

                                                                                            

                                                                                            $

                                                                                            1,280

                                                                                            

                                                                                            

                                                                                            

                                                                                            (1,280

                                                                                            )

                                                                                            (b)(e)

                                                                                            

                                                                                            $

                                                                                            —Short-term debt and current maturities of long-term debt

                                                                                            

                                                                                            

                                                                                            153

                                                                                            

                                                                                            

                                                                                            

                                                                                            (101

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            52Current maturities of convertible term note

                                                                                            

                                                                                            

                                                                                            3,405

                                                                                            

                                                                                            

                                                                                            

                                                                                            (3,405

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            —Variable interest entity line of credit

                                                                                            

                                                                                            

                                                                                            2,200

                                                                                            

                                                                                            

                                                                                            

                                                                                            (2,200

                                                                                            )

                                                                                            (d)

                                                                                            

                                                                                            

                                                                                            —Variable interest entity current maturities of long-term debt

                                                                                            

                                                                                            

                                                                                            3,752

                                                                                            

                                                                                            

                                                                                            

                                                                                            (3,752

                                                                                            )

                                                                                            (d)

                                                                                            

                                                                                            

                                                                                            —Accounts payable

                                                                                            

                                                                                            

                                                                                            5,550

                                                                                            

                                                                                            

                                                                                            

                                                                                            (4,845

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            705Health and workers' compensation reserves

                                                                                            

                                                                                            

                                                                                            5,435

                                                                                            

                                                                                            

                                                                                            

                                                                                            (185

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            5,250Accrued expenses

                                                                                            

                                                                                            

                                                                                            11,752

                                                                                            

                                                                                            

                                                                                            

                                                                                            (2,444

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            9,308Billings in excess of costs and estimated earnings on uncompleted contracts

                                                                                            

                                                                                            

                                                                                            632

                                                                                            

                                                                                            

                                                                                            

                                                                                            (632

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            —Other current liabilities

                                                                                            

                                                                                            

                                                                                            412

                                                                                            

                                                                                            

                                                                                            

                                                                                            (367

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            45Total Current Liabilities

                                                                                            

                                                                                            

                                                                                            34,571

                                                                                            

                                                                                            

                                                                                            

                                                                                            (19,211

                                                                                            )

                                                                                            

                                                                                            

                                                                                            

                                                                                            15,360Long-term LiabilitiesLine of credit

                                                                                            

                                                                                            

                                                                                            3,250

                                                                                            

                                                                                            

                                                                                            

                                                                                            (3,250

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            —Long-term debt, less current maturities

                                                                                            

                                                                                            

                                                                                            189

                                                                                            

                                                                                            

                                                                                            

                                                                                            (154

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            35Variable interest entity long-term debt, less current maturities

                                                                                            

                                                                                            

                                                                                            481

                                                                                            

                                                                                            

                                                                                            

                                                                                            (481

                                                                                            )

                                                                                            (d)

                                                                                            

                                                                                            

                                                                                            —Line of credit term note - majority shareholder

                                                                                            

                                                                                            

                                                                                            30,720

                                                                                            

                                                                                            

                                                                                            

                                                                                            (30,720

                                                                                            )

                                                                                            (b)(e)

                                                                                            

                                                                                            

                                                                                            —Other long-term liabilities

                                                                                            

                                                                                            

                                                                                            831

                                                                                            

                                                                                            

                                                                                            

                                                                                            —

                                                                                            

                                                                                            

                                                                                            

                                                                                            

                                                                                            831Total Long-term Liabilities

                                                                                            

                                                                                            

                                                                                            35,471

                                                                                            

                                                                                            

                                                                                            

                                                                                            (34,605

                                                                                            )

                                                                                            

                                                                                            

                                                                                            

                                                                                            866Total Liabilities

                                                                                            

                                                                                            

                                                                                            70,042

                                                                                            

                                                                                            

                                                                                            

                                                                                            (53,816

                                                                                            )

                                                                                            

                                                                                            

                                                                                            

                                                                                            16,226Minority Interest in Variable Interest Entity

                                                                                            

                                                                                            

                                                                                            (517

                                                                                            )

                                                                                            

                                                                                            

                                                                                            517

                                                                                            

                                                                                            (d)

                                                                                            

                                                                                            

                                                                                            —Shareholders EquityCommon stock

                                                                                            

                                                                                            

                                                                                            1,117

                                                                                            

                                                                                            

                                                                                            

                                                                                            (52

                                                                                            )

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            1,065Preferred stock

                                                                                            

                                                                                            

                                                                                            7,918

                                                                                            

                                                                                            

                                                                                            

                                                                                            21,700

                                                                                            

                                                                                            (e)

                                                                                            

                                                                                            

                                                                                            29,618Additional paid-in capital and warrants outstanding

                                                                                            

                                                                                            

                                                                                            19,241

                                                                                            

                                                                                            

                                                                                            

                                                                                            356

                                                                                            

                                                                                            (b)

                                                                                            

                                                                                            

                                                                                            19,597Accumulated deficit

                                                                                            

                                                                                            

                                                                                            (31,881

                                                                                            )

                                                                                            

                                                                                            

                                                                                            —

                                                                                            

                                                                                            

                                                                                            

                                                                                            

                                                                                            (31,881

                                                                                            )Accumulated comprehensive income

                                                                                            

                                                                                            

                                                                                            192

                                                                                            

                                                                                            

                                                                                            

                                                                                            —

                                                                                            

                                                                                            

                                                                                            

                                                                                            

                                                                                            192Total Shareholders' Equity (Deficit)

                                                                                            

                                                                                            

                                                                                            (3,413

                                                                                            )

                                                                                            

                                                                                            

                                                                                            22,004

                                                                                            

                                                                                            

                                                                                            

                                                                                            

                                                                                            18,591Total Liabilities and Shareholders' Equity (Deficit)

                                                                                            

                                                                                            $

                                                                                            66,112

                                                                                            

                                                                                            

                                                                                            $

                                                                                            (31,295

                                                                                            )

                                                                                            

                                                                                            

                                                                                            $

                                                                                            34,817
 
 See accompanying notes to pro forma financial statements.
  
 
 
 Fortune Industries, Inc.Unaudited Pro Forma Consolidated Statement of OperationsFor the Year Ended August 31, 2008(Dollars in Thousands)Sales TransactionFortune Reported (a)

                                                                                                                

                                                                                                                

                                                                                                                Adjustments

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                Fortune Pro FormaRevenuesService Revenues

                                                                                                                

                                                                                                                $

                                                                                                                81,838

                                                                                                                

                                                                                                                

                                                                                                                $

                                                                                                                (6,944

                                                                                                                )

                                                                                                                (f)

                                                                                                                

                                                                                                                $

                                                                                                                74,894Product Revenues

                                                                                                                

                                                                                                                

                                                                                                                76,561

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (76,561

                                                                                                                )

                                                                                                                (f)

                                                                                                                

                                                                                                                

                                                                                                                —Total Revenues

                                                                                                                

                                                                                                                

                                                                                                                158,399

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (83,505

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                74,894Cost of RevenuesService cost of revenues

                                                                                                                

                                                                                                                

                                                                                                                65,350

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (3,891

                                                                                                                )

                                                                                                                (f)

                                                                                                                

                                                                                                                

                                                                                                                61,459Product cost of revenues

                                                                                                                

                                                                                                                

                                                                                                                65,128

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (65,128

                                                                                                                )

                                                                                                                (f)

                                                                                                                

                                                                                                                

                                                                                                                —Total Cost of Revenues

                                                                                                                

                                                                                                                

                                                                                                                130,478

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (69,019

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                61,459Gross Profit

                                                                                                                

                                                                                                                

                                                                                                                27,921

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (14,486

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                13,435Operating ExpensesSelling, general and administrative expenses

                                                                                                                

                                                                                                                

                                                                                                                31,102

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (15,708

                                                                                                                )

                                                                                                                (f)

                                                                                                                

                                                                                                                

                                                                                                                15,394Depreciation and amortization

                                                                                                                

                                                                                                                

                                                                                                                2,782

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (1,515

                                                                                                                )

                                                                                                                (f)

                                                                                                                

                                                                                                                

                                                                                                                1,267Impairment

                                                                                                                

                                                                                                                

                                                                                                                8,740

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (6,444

                                                                                                                )

                                                                                                                (f)

                                                                                                                

                                                                                                                

                                                                                                                2,296Total Operating Expenses

                                                                                                                

                                                                                                                

                                                                                                                42,624

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (23,667

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                18,957Operating Income (Loss)

                                                                                                                

                                                                                                                

                                                                                                                (14,703

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                9,181

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (5,522

                                                                                                                )Other Income (Expense)Interest income

                                                                                                                

                                                                                                                

                                                                                                                191

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (4

                                                                                                                )

                                                                                                                (f)

                                                                                                                

                                                                                                                

                                                                                                                187Interest expense

                                                                                                                

                                                                                                                

                                                                                                                (3,062

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                3,056

                                                                                                                

                                                                                                                (f)

                                                                                                                

                                                                                                                

                                                                                                                (6

                                                                                                                )Loss on disposal of assets

                                                                                                                

                                                                                                                

                                                                                                                (350

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                361

                                                                                                                

                                                                                                                (f)

                                                                                                                

                                                                                                                

                                                                                                                11Exchange rate gain

                                                                                                                

                                                                                                                

                                                                                                                36

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (36

                                                                                                                )

                                                                                                                (f)

                                                                                                                

                                                                                                                

                                                                                                                —Other income

                                                                                                                

                                                                                                                

                                                                                                                27

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (27

                                                                                                                )

                                                                                                                (f)

                                                                                                                

                                                                                                                

                                                                                                                —Total Other Income (Expense)

                                                                                                                

                                                                                                                

                                                                                                                (3,158

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                3,350

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                192Income (Loss) Before Minority Interest in VariableInterest Entity

                                                                                                                

                                                                                                                

                                                                                                                (17,861

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                12,531

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (5,330

                                                                                                                )Minority Interest in Variable Interest Entity

                                                                                                                

                                                                                                                

                                                                                                                1,095

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (1,095

                                                                                                                )

                                                                                                                (d)

                                                                                                                

                                                                                                                

                                                                                                                —Income (Loss) Before Provision for Income Taxes

                                                                                                                

                                                                                                                

                                                                                                                (18,956

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                13,626

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (5,330

                                                                                                                )Provision for Income taxes

                                                                                                                

                                                                                                                

                                                                                                                79

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (121

                                                                                                                )

                                                                                                                (f)

                                                                                                                

                                                                                                                

                                                                                                                (42

                                                                                                                )Net Income (Loss)

                                                                                                                

                                                                                                                

                                                                                                                (19,035

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                13,747

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (5,288

                                                                                                                )Preferred stock dividends

                                                                                                                

                                                                                                                

                                                                                                                546

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                935

                                                                                                                

                                                                                                                (g)

                                                                                                                

                                                                                                                

                                                                                                                1,481Net Income (Loss) Available to Common Shareholders

                                                                                                                

                                                                                                                

                                                                                                                (19,581

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                12,812

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (6,769

                                                                                                                )Basic Income (Loss) Per Common Share

                                                                                                                

                                                                                                                

                                                                                                                (1.72

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (0.59

                                                                                                                )Basic weighted average shares outstanding

                                                                                                                

                                                                                                                

                                                                                                                11,391,130

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                11,391,130Diluted Income (Loss) Per Common Share

                                                                                                                

                                                                                                                

                                                                                                                (1.72

                                                                                                                )

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                (0.59

                                                                                                                )Diluted weighted average shares outstanding

                                                                                                                

                                                                                                                

                                                                                                                11,719,806

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                630,000

                                                                                                                

                                                                                                                (h)

                                                                                                                

                                                                                                                

                                                                                                                12,349,806
 
 See accompanying notes to pro forma financial statements.
  
 
 Fortune Industries, Inc.
 Notes to Unaudited Pro Forma Consolidated Financial Statements
 
 Effective November 30, 2008, Fortune Industries, Inc. (“Fortune”) completed the sale of its wholly owned subsidiaries James H Drew Corporation, Nor-cote International, Inc., Fortune Wireless, Inc. and Commercial Solutions, Inc. (the “Subsidiaries”) to related party entities owned by the Company’s majority shareholders. Total consideration was $13.5 million, including $10.0
                million of principal debt reduction and a $3.5 million three year term note receivable. The term note receivable will be adjusted for final working capital which has not been determined to date. Had the transaction closed on August 31, 2008 the term note receivable would have been adjusted downward to $3.172 million.
 
 1.

                        Basis of Pro Forma Presentation
 
 The accompanying unaudited pro forma condensed consolidated financial information gives effect to the sale of the Subsidiaries. The unaudited condensed consolidated balance sheet gives effect to the sale as if the sale had been completed on August 31, 2008. The unaudited consolidated statements of operations for the fiscal year ended August 31, 2008 is presented as if the sale had been completed on
                September 1, 2007.
 
 2.

                        Pro Forma Adjustments
 
 The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position as of August 31, 2008, or the results of operations for the fiscal year ended August 31, 2008, that would have actually been reported had the sales transaction occurred at the dates indicated, nor is it indicative of future
                financial position or results of operations. The unaudited pro forma condensed consolidated financial information is based upon the respective historical financial statements of the Company and the Subsidiaries.
  (a)

                        Historical financial position and results of operations as reported in the Company’s annual report on form 10-K for the year ended August 31, 2008.
 
 (b)

                            To eliminate the assets and liabilities of the Subsidiaries. The net book value of the assets transferred were purchased via the reduction in the term note with the majority shareholder in the amount of $10.0 million and the issuance of a term loan receivable for the balance. As presented in the pro forma financials the original term loan receivable of $3.5 million would have been
                                    adjusted down to $3.172 million based on the working capital adjustment had the transaction been completed on August 31, 2008.
  (d)

                        To eliminate the impact of consolidating Fisbeck Fortune Development, LLC (“FFD”) which prior to completion of the sales transaction was considered a variable interest entity in conjunction with FIN 46R. With the sale of the Subsidiaries and the cancellation of the lease agreement between Fortune Industries, Inc. and FFD the primary beneficiary relationship between the
                                entities ceased to exist.
  (e)

                        To convert the remaining balance of the term loan note with the majority shareholder of $21.7 million to preferred stock as prescribed by the terms of the sales transaction.
  (f)

                        To eliminate the results of operations of the Subsidiaries.
  (g)

                        Entry to adjust the dividends to the terms of the Series C Preferred shares that were issued in conjunction with the sales transaction.
  (i)

                        To adjust the diluted shares outstanding for stock issued subsequent to August 31, 2008.