Exhibit 99.4

The following pro-forma financial statements are included in this report:

• Consolidated Balance Sheet

• Consolidated Statements of Operations

The following unaudited consolidated pro-forma balance sheet, unaudited pro-forma consolidated statements of operations and explanatory notes give effect to the acquisition of substantially all of the assets of and assumption of substantially all of the liabilities of LED Holdings, LLC (“LED Holdings”) by Lighting Science Group Corporation (“Lighting Science Group”). Since the transaction resulted in LED Holdings owning more than a majority of the issued and outstanding shares of the common stock of Lighting Science Group, the transaction, which is referred to as a “reverse take-over,” has been treated for accounting purposes as an acquisition by LED Holdings of the net assets and liabilities of Lighting Science Group. These unaudited pro-forma consolidated financial statements also give effect to the acquisition by LED Holdings of substantially all of the assets of and assumption of substantially all of the liabilities of LED Effects, Inc (“LED Effects”).

The unaudited pro-forma consolidated balance sheet and unaudited pro-forma consolidated statements of operations and explanatory notes are based on the estimates and assumptions set forth in the explanatory notes and have been prepared utilizing the historical financial statements of Lighting Science Group, LED Holdings and LED Effects, and should be read in conjunction with the historical financial statements of Lighting Science Group, LED Holdings and LED Effects previously filed by us and incorporated herein by reference.

The unaudited pro-forma consolidated statements of operations have been prepared as if the acquisition of the assets and liabilities of Lighting Science Group and the acquisition of the net assets of LED Effects by LED Holdings had been consummated on January 1, 2006 under the purchase method of accounting and were carried through to August 31, 2007. The unaudited pro-forma consolidated balance sheet has been prepared as if the acquisition had been consummated on August 31, 2007.

The information presented in the unaudited pro-forma consolidated financial statements does not purport to represent what the financial position would have been had the acquisitions been completed at the beginning of the fiscal period presented, nor is it indicative of the results of future operations. You should not rely on this information as being indicative of the historical result that would have been achieved had the companies always been combined, or the future result that the combined company will experience.

The pro-forma adjustments are based upon available information and certain assumptions that Lighting Science Group believes is reasonable under the circumstances.

LED Holdings, LLC
Proforma Consolidated Balance Sheet
August 31, 2007
Unaudited

	Lighting Science
	Group			LED Holdings,			Pro-forma			Pro-forma
	Corporation			LLC			Adjustments			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,613,141		$	10,334,341		$	4,571,909	(A)	$	16,519,391
Accounts receivable, net of allowance for doubtful accounts		105,567			1,177,109			—			1,282,676
Inventory, net of allowances		1,805,477			1,126,078			—			2,931,555
Prepaid expenses and other current assets		988,976			2,790			—			991,766
Total current assets		4,513,161			12,640,318			4,571,909			21,725,388
PROPERTY AND EQUIPMENT, net		561,708			201,217			—			762,925
OTHER ASSETS
Reorganized value in excess of amounts allocable to identifiable assets		2,793,224			—			(2,793,224	) (B)		—
Prepaid expenses — long term portion		1,269,834			—			—			1,269,834
Intellectual property, net		1,011,443			5,806,138			2,308,558	(B)		9,126,139
Goodwill		154,097			1,620,200			1,896,854	(B)		3,671,151
Other long term assets		—			98,962			—			98,962
Total other assets		5,228,598			7,525,300			1,412,188			14,166,086
TOTAL ASSETS	$	10,303,467		$	20,366,835		$	5,984,097		$	36,654,399
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	528,136		$	196,118		$	—		$	724,254
Accrued expenses		2,960,805			99,950			—			3,060,755
Accrued dividend on 6% Convertible Preferred Stock		11,442			—			—			11,442
Line of Credit		—			—			—			—
Note payable — related party — current portion		68,750			—			(68,750	) (C)		—
Total current liabilities		3,569,133			296,068			(68,750	)		3,796,451
OTHER LIABILITIES
Note payable — related party — long-term portion		25,000						(25,000	) (C)		—
Liability under derivative contracts		2,420,587						—			2,420,587
Total other liabilities		2,445,587			—			(25,000	)		2,420,587
TOTAL LIABILITIES		6,014,720			296,068			(93,750	)		6,217,038
6% Convertible Preferred Stock		1,206,554			—			—			1,206,554
Minority interest in subsidiaries		—			90,313			4,494,381	(B)		4,584,694
MEMBERS’ EQUITY
Common stock		111,354			20,592,033			4,554,305	(A)(B)		25,257,692
Additional paid-in-capital		30,606,373			—			(30,606,373	) (B)		—
Retained earnings (deficit)		(27,635,534	)		(611,579	)		27,635,534	(B)		(611,579	)
TOTAL MEMBERS’ EQUITY		3,082,193			19,980,454			1,583,466			24,646,113
TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	10,303,467		$	20,366,835		$	5,984,097		$	36,654,399

Notes:
(A)	Adjust cash for additional equity investments by the members of LED Holdings, LLC to fund investment in Lighting Science Group Corporation
(B)	adjustment to reflect the acquisition of the assets of Lighting Science Group Corporation under the purchase method of accounting
(C)	adjust for repayment by Lighting Science Group Corporation of note payable from proceeds of the cash investment by LED Holdings, LLC

LED Holdings, LLC
Proforma Consolidated Statement of Operations
Eight-month period ended 8/31/2007
Unaudited

	Lighting Science
	Group			LED Holdings,						Pro-forma			Pro-forma
	Corporation			LLC			LED Effects, Inc.			Adjustments			Consolidated
	For the period			For the period			For the period						For the period
	January 1, 2007			June 14, 2007			January 1, 2007						January 1, 2007
	through August			through August			through June 13,						through August
	31, 2007			31, 2007			2007						31, 2007
Revenue	$	730,463		$	1,270,683		$	3,675,132		$	—		$	5,676,278
Cost of goods sold		(560,754	)		(1,134,831	)		(2,606,445	)		—			(4,302,030	)
Gross margin		169,709			135,852			1,068,687			—			1,374,248
Operating expenses:
Selling, general and administrative		1,992,283			278,122			226,758			—			2,497,163
Compensation and related expenses		2,147,533			184,651			221,013			—			2,553,197
Professional fees		1,005,503			166,365			117,780			—			1,289,648
Directors fees		162,504			—			—			—			162,504
Depreciation and amortization		261,522			178,124			6,691			721,904	(D)		1,168,241
Total operating expenses		5,569,345			807,262			572,242			721,904			7,670,753
Operating income (loss)		(5,399,636	)		(671,410	)		496,445			(721,904	)		(6,296,505	)
Other income (expense)
Interest income		12,806			62,491			1,520			—			76,817
Interest expense		(939,157	)		—			(454	)		—			(939,611	)
Other, net		(491,547	)		547			(35,472	)		—			(526,472	)
Total other income (expense)		(1,417,898	)		63,038			(34,406	)		—			(1,389,266	)
Net income (loss) before dividends on 6% Convertible Preferred Stock and accretion redemption value and minority interest in subsidiary		(6,817,534	)		(608,372	)		462,039			(721,904	)		(7,685,771	)
Dividend on 6% Convertible Preferred Stock and accretion of 6% Preferred Stock		743,659			—			—			—			743,659
Net income (loss) attributable to common stock before provision for income taxes and minority interest in income of subsidiary		(6,073,875	)		(608,372	)		462,039			(721,904	)		(6,942,111	)
Provision for income tax expense		—			—			172,244			(172,244	) (F)		—
Net income (loss) before minority interest in income of subsidiary		(6,073,875	)		(608,372	)		289,795			(549,660	)		(6,942,111	)
Minority interest in income of subsidiary		—			(3,207	)		(2,583	)		1,909,081	(E)		1,903,291
Net income (loss)		(6,073,875	)		(611,579	)		287,212			1,359,421			(5,038,821	)
Items included in Comprehensive Income		—			—			(82,135	)		—			(82,135	)
Net Comprehensive Income	$	(6,073,875	)	$	(611,579	)	$	205,077		$	1,359,421		$	(5,120,956	)

Notes
(D)	to record estimated amortization of intellectual property assets based on straight-line amortization over ten year period
(E)	to record minority interest in earnings of Lighting Science Group Corporation
(F)	adjustment to record the use of Lighting Science net operating loss carryforwards against taxable income generated by LED Effects, Inc.

LED Holdings, LLC
Proforma Consolidated Statement of Operations
Year ended December 31, 2006
Unaudited

	Lighting Science
	Group						Pro-forma			Pro-forma
	Corporation			LED Effects, Inc.			Adjustments			Consolidated
Revenue	$	436,172		$	8,858,068		$	—		$	9,294,240
Cost of goods sold		(350,724	)		(6,061,922	)		—			(6,412,646	)
Gross margin		85,448			2,796,146			—			2,881,594
Operating expenses:
Selling, general and administrative		1,826,802			516,538			—			2,343,340
Compensation and related expenses		2,661,835			428,755			—			3,090,590
Professional fees		724,567			52,201			—			776,768
Directors fees		448,030			—			—			448,030
Depreciation and amortization		507,805			25,969			1,082,856	(D)		1,616,630
Total operating expenses		6,169,039			1,023,463			1,082,856			8,275,358
Operating income (loss)		(6,083,591	)		1,772,683			(1,082,856	)		(5,393,764	)
Other income (expense)
Interest income		15,834			3,102			—			18,936
Interest expense		(550,839	)		(3,386	)		—			(554,225	)
Other, net		(3,134,427	)		(883	)		—			(3,135,310	)
Total other income (expense)		(3,669,432	)		(1,167	)		—			(3,670,599	)
Net income (loss) before dividends on 6% Convertible Preferred Stock and accretion redemption value and minority interest in subsidiary		(9,753,023	)		1,771,516			(1,082,856	)		(9,064,363	)
Dividend on 6% Convertible Preferred Stock and accretion of 6% Preferred Stock		(1,649,513	)		—			—			(1,649,513	)
Net income (loss) attributable to common stock before provision for income taxes and minority interest in income of subsidiary		(11,402,536	)		1,771,516			(1,082,856	)		(10,713,876	)
Provision for income tax expense		—			666,665			(666,665	) (F)		—
Net income (loss) before minority interest in income of subsidiary		(11,402,536	)		1,104,851			(416,191	)		(10,713,876	)
Minority interest in income of subsidiary		—			(84,523	)		2,946,316	(E)		2,861,793
Net income (loss)		(11,402,536	)		1,020,328			2,530,125			(7,852,083	)
Items included in Comprehensive Income		—			(8,977	)		—			(8,977	)
Net Comprehensive Income	$	(11,402,536	)	$	1,011,351		$	2,530,125		$	(7,861,060	)

(D)	to record estimated amortization of intellectual property assets based on straight-line amortization over ten year period
(E)	to record minority interest in earnings of Lighting Science Group Corporation
(F)	adjustment to record the use of Lighting Science net operating loss carryforwards against taxable income generated by LED Effects, Inc.