Exhibit 99.2
                            Paragon Homefunding, Inc.
                        (A Development Stage Company that
                 merged with PlanetRx.com, Inc. on May 31, 2002)
                             Condensed Balance Sheet
               (Unaudited, in thousands, except per share amounts)
                                                                     March 31,
                                                                      2002
                                                            ------------------
ASSETS
Current assets:
      Cash and cash equivalents                             $             175
                                                            ------------------

         Total current assets                                             175

      Property and equipment, net                                           2
                                                            ------------------
         Total Assets                                       $             177
                                                            ==================


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Accounts payable                                      $             103
      Accrued salaries and related benefits                               268
                                                             -----------------

         Total liabilities                                                371


      Commitments and contingencies (Note 6)

Stockholders' equity:
      Common Stock                                                          5
      Additional paid-in capital                                          773
      Subscriptions receivable                                  (           2  )
      Deficit accumulated during development stage              (         585  )
      Deferred compensation                                     (         385  )
                                                            -------------------

         Total stockholders' equity                             (         194  )
                                                            -------------------


         Total Liabilities and Stockholders' equity         $             177
                                                            ===================


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


<PAGE>





<TABLE>
<CAPTION>


                            Paragon Homefunding, Inc.
                        (A Development Stage Company that
                 merged with PlanetRx.com, Inc. on May 31, 2002)
                        Condensed Statement of Operations
               (Unaudited, in thousands, except per share amounts)

                                                             Three Months Ended            Period from August 3,
                                                                   March 31,                  2001 (inception) to
                                                                                                     March 31,
                                                                     2002                           2002
                                                             ------------------     --------------------------


<S>                                                          <C>                       <C>
Net revenue                                                  $         --              $              --


Operating expenses:
         Salaries, wages and related benefits                          114                            268
         Professional fees                                              53                             78
         Non cash stock compensation                                   215                            215
         General and administrative                                      7                             24
                                                             ---------------------     --------------------


                Total operating expenses                               389                            585

                                                             ---------------------     ---------------------
Net loss available to common shareholders                    $   (     389  )      $  (               585  )
                                                             ======================    ======================


Basic and diluted net loss per share                         $   (     0.01  )
                                                             ======================


Weighted average shares used to compute basic and
diluted net loss per share                                           35,310
                                                             =======================

</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>



                            Paragon Homefunding, Inc.
                        (A Development Stage Company that
                 merged with PlanetRx.com, Inc. on May 31, 2002)
                        Condensed Statement of Cash Flows
                            (Unaudited, in thousands)

                                                                                                  Period from August 3,
                                                                        Three Months Ended         2001 (inception) to
                                                                             March 31,                  March 31,
                                                                               2002                        2002
                                                                      ------------------------    ----------------------


<S>                                                                    <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                         $  (            389  )     $    (           585 )

         Non cash stock compensation                                                   215                         215
         Changes in assets and liabilities:
                  Accounts payable                                                      60                         102
                  Accrued salaries and related benefits                                114                         268
                                                                       --------------------        --------------------


         Net cash used in operating activities                                          --                          --

CASH FLOWS USED IN INVESTING ACTIVITIES:
      Purchase of property and equipment                                  (              2  )        (               2  )

CASH FLOWS FROM FINANCING ACTIVITIES:
      Net proceeds from issuance of common stock                                       177                         177
                                                                       --------------------         --------------------

Increase in cash and cash equivalents                                                  175                         175
Cash and cash equivalents at beginning of period                                        --                          --
                                                                       --------------------         --------------------

Cash and cash equivalents at end of period                             $               175                         175
                                                                       ====================         ====================

</TABLE>


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


<PAGE>







                            Paragon Homefunding, Inc.
                        (A Development Stage Company that
                 merged with PlanetRx.com, Inc. on May 31, 2002)
                     Notes to Condensed Financial Statements
               (Unaudited, in thousands, except per share amounts)

1.       The Company and Basis of Presentation

The Company

Paragon Homefunding,  Inc., ("Paragon"),  is a Delaware corporation incorporated
in  August  2001.  Paragon  is  a  privately  held,  development  stage  company
headquartered in Ponte Vedra Beach, Florida, that intends to enter the financial
services  market through  acquisitions.  As of March 31, 2002 the Company had no
revenues.  The Company has  generated  losses since its inception and has placed
substantial reliance on raising capital in order to meet its obligations as they
become due. These  financial  statements  have been prepared in accordance  with
Statement of Financial  Accounting Standards No. 7, "Accounting and Reporting by
Development  Stage  Enterprises,"  to  recognize  the fact that the  Company  is
devoting  substantially  all of its efforts to  establishing  a new business and
planned principal operations have not commenced.

The  accompanying   unaudited   condensed   financial   statements  reflect  all
adjustments,  which include only normal  recurring  adjustments,  which,  in the
opinion of  management,  are necessary for the fair  statement of the results of
operations for the periods shown. The results of operations for such periods are
not  necessarily  indicative  of the results to be expected  for the full fiscal
year or any future period. The information  included in this Form 10-Q should be
read in conjunction with the 2001 audited financial statements and notes thereto
included herewith.

2.       Net Loss per Share

Basic net loss per share is  computed  by  dividing  the net loss  available  to
common  stockholders  for the period by the weighted average number of shares of
common  stock  outstanding  during  the  period.  Diluted  net loss per share is
computed  using  the  weighted  average  number  of  common  shares  and  common
equivalent  shares  if  dilutive.   Common  equivalent  shares  consist  of  the
incremental  common  shares  issuable  upon the  exercise  of stock  options and
warrants  (using the treasury stock method),  and the common shares  outstanding
subject to repurchase.  The periods  presented  below exclude common  equivalent
shares,   as  the  effect  of  such  shares  on  a  weighted  average  basis  is
anti-dilutive.

The following table sets forth the computation of basic and diluted net loss per
share for the periods indicated (in thousands, except per share amounts):

                                                             Three Months Ended
                                                                  March 31,
                                                                    2002
                                                              ------------------

Numerator: Net loss available to common shareholders          $   (      389  )

Denominator: Weighted average common shares                           35,310
                                                              ------------------
Basic and diluted net loss per share                          $   (      0.01  )
                                                              ==================


<page>



3.       Accrued Salaries, Benefits and related

The Company has entered into employment  agreements with its executive officers.
All executive  officers have elected to defer receipt of the salaries,  benefits
and other items due them pursuant to such contracts  until the Company  acquires
sufficient  operating capital through the acquisition of operating  companies or
fundraising  or both. At March 31, 2002 the Company had accrued $268 pursuant to
these contracts.

4.       Stockholders' Equity

The  Company has been  seeking  capital  through  the sale of its common  stock.
During  February and March of 2002 the Company sold 4,793 shares of common stock
for approximately $175 to private investors.

In March 2002 the Company and the founding  shareholders issued 16,432 shares of
restricted and unrestricted common stock to its Chief Executive Officer, John W.
Brink in connection with his employment  agreement.  As a result of the issuance
of 5,477  shares of  unrestricted  stock the Company  recorded  $200 of non-cash
stock compensation in March 2002. Of the restricted  shares,  8,216 were to vest
over  time  with the value of the stock  award  amortized  over the  appropriate
vesting  period.  The remaining  2,739  restricted  shares were to vest upon the
Company's initial acquisition,  with a compensation charge recorded based on the
market value of the stock at the time of the acquisition.  The restricted shares
have been  recorded  as issued  and  outstanding  at March 31,  2002 and $400 of
deferred compensation has been recorded in stockholders' equity.

On July 16, 2002 Mr. Brink resigned as Chief  Executive  Officer of the Company.
In  connection  with his  resignation  he  rescinded  and  cancelled  the  above
mentioned  stock grant,  as well as all stock  options that he had been granted.
Pursuant to the terms of the merger agreement,  the shares given to Mr. Brink by
the founding  shareholders  were returned to them and the remaining  shares were
reallocated to the shareholders that existed at the time of the merger described
below.

5.       Subsequent Events

On May 31, 2002  PlanetRx.com  ("PlanetRx"  or the  "Company"),  a public  shell
company,  merged with Paragon  Homefunding,  Inc. For accounting  purposes,  the
transaction  has been  treated as a  recapitalization  of Paragon  with  Paragon
viewed  as the  acquirer  in a  reverse  acquisition.  As a  result,  historical
stockholders'  equity of  Paragon  prior to the  merger  has been  retroactively
restated for the equivalent  number of shares  received in the merger by Paragon
after  giving  effect  to the  difference  in par  value of the  PlanetRx's  and
Paragon's stock with the difference  recorded as paid-in  capital.  PlanetRx was
incorporated in Delaware on March 31, 1995 and operated as an online  healthcare
destination for commerce,  content and community.  The Company closed its online
health  store  in  March  2001 and  shortly  thereafter  began  the  process  of
liquidating and dissolving the Company.  The merger with Paragon  completed this
process.

Pursuant to the merger, a wholly-owned subsidiary of the Company merged with and
into Paragon, and the Company issued approximately 55,561 shares of common stock
to the Paragon stockholders  equaling 90% of the total outstanding shares of the
Company's  common  stock  immediately  after the merger.  As a result,  the then
existing stockholders of the Company saw their ownership stake reduced from 100%
to 10% of the outstanding common stock. As a result of the merger,  Paragon also
assumed  approximately $61 of PlanetRx's accrued liabilities for legal services.
There could be further  dilution of this  interest  following  the merger in the
event that the  Company  issues  additional  shares of common  stock.  Paragon's
management has assumed control of the Company.  Paragon has no operating history
and we give no assurance when or if we will ever commence operations.  Thus, our
ability to continue to exist will depend on a number of factors,  including  the
ability  secure  adequate  sources of capital as well as  locating  and  funding
acquisitions of suitable companies.

In September  2002 the Company  entered into a  non-binding  letter of intent to
acquire a company in the  financial  services  field.  The proposed  transaction
contemplates,  among other things, that PlanetRx will issue approximately 53,000
unregistered  shares of common  stock,  to the seller.  The Company is currently
negotiating  the terms of definitive  agreements  and  determining  the ultimate
structure of , and  consideration  in, the  transaction,  and cannot assure that
this transaction will be entered into or closed.

<page>
6.       Commitments and Contingencies

On March 27, 2001, SDR Investors,  LP filed a lawsuit against PlanetRx,  certain
underwriters  of the  Company's  initial  public  offering in October  1999 (the
"IPO"),  and  certain  former and current  directors  of the  Company.  Named as
additional defendants in the suit, which was filed in the United States District
Court for the Southern District of New York, are The Goldman Sachs Group,  Inc.,
BancBoston  Robertson  Stephens,  Inc., Merrill Lynch,  Pierce,  Fenner & Smith,
Incorporated,  and Salomon Smith Barney,  Inc., each of which was an underwriter
of the IPO;  William  J.  Razzouk  and  Christos  M.  Cotsakos,  who are  former
directors  of the  Company;  and David M.  Beirne and Michael  Moritz,  who were
current  directors of the Company at the time the complaint  was filed,  but are
now former  directors  of the company.  Between  April 19, 2001 and May 4, 2001,
five virtually identical additional complaints were filed. One of the additional
complaints also names as defendants  Hambrecht & Quist LLC,  William Blair & Co.
LLC,  Bear  Stearns & Co.,  Inc.,  additional  underwriters  of the IPO,  Morgan
Stanley Dean Witter & Co.  Incorporated  and Credit  Suisse First Boston  Corp.,
which were not underwriters of the IPO, and Steve  Valenzuela,  a former officer
of the Company.  The suits generally allege that the defendants violated federal
securities  laws  by not  disclosing  certain  actions  allegedly  taken  by the
underwriter defendants in connection with the IPO. The suits allege specifically
that  the  underwriter  defendants,  in  exchange  for the  allocation  to their
customers of shares of the Company's common stock sold in the IPO, solicited and
received from their customers  undisclosed  commissions on transactions in other
securities and required  their  customers to purchase  additional  shares of the
Company's  common stock in the  aftermarket at  pre-determined  prices that were
above  the  IPO  price.  The  suits  seek   unspecified   monetary  damages  and
certification of a plaintiff class consisting of all persons who acquired shares
of the Company's  common stock between  October 6, 1999, and March 24, 2001. The
complaints  have  been  consolidated  into  a  single  action,  which  is  being
coordinated  with several hundred other nearly  identical  actions filed against
other  companies  before one judge in the U.S.  District  Court for the Southern
District of New York. No date has been set for any response to the complaint. As
of the date hereof, the Company is unable to predict the outcome of the suit and
its ultimate effect, if any, on the Company's  financial  condition,  results of
operations, or cash flows.

On June 19, 2001,  vTraction,  Inc.  filed a complaint for breach of contract in
the Chancery Court of Tennessee for the Thirtieth  Judicial  District at Memphis
alleging that the Company  entered into an oral agreement with vTraction to sell
certain  equipment  and  later  reneged,  and  claiming  damages  in  an  amount
including, but not limited to, the difference between the price agreed to in the
alleged oral  contract and the market  price of the  equipment.  The Company has
filed an answer  asserting the affirmative  defenses of failure of consideration
and statute of frauds and denying the existence of an oral  contract.  As of the
date  hereof,  the  Company is unable to predict the outcome of the suit and its
ultimate  effect,  if any,  on the  Company's  financial  condition,  results of
opeartions, or cash flows.