Exhibit 99.2

Devcon International Corp.

Unaudited Pro Forma Condensed Consolidated Financial Statements

Basis of Presentation

The following unaudited pro forma condensed consolidated financial statements give effect to the sale (the “Transaction”) of certain assets of Devcon International Corp., a Florida corporation (the “Company”), and its wholly-owned subsidiary, V.I. Cement & Building Products, Inc., a Delaware corporation (“Seller”), to Heavy Materials, LLC, a U.S. Virgin Islands limited liability company and private investor group (“Purchaser”), which assets constituted generally the Company and Seller’s U.S. Virgin Islands ready-mix concrete, aggregates, concrete block and cement materials and supplies business.

The following presents the Company’s unaudited pro forma condensed consolidated financial information as of June 30, 2005 and for the six months ended June 30, 2005 and for the fiscal year ended December 31, 2004. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2005 gives effect to the Transaction as if it had occurred on June 30, 2005. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2005 and for the year ended December 31, 2004 give effect to the Transaction as if it had occurred as of the beginning of each respective period.

The unaudited pro forma condensed consolidated financial statements should be read together with the Company’s consolidated financial statements as of December 31, 2004, including the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 as well as the unaudited consolidated financial statements as of June 30, 2005, including the notes thereto, included in the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2005.

The pro forma financial information is for informational purposes only and does not purport to present what the Company’s results would actually have been had these transactions actually occurred on the dates presented or to project the Company’s results of operations or financial position for any future period.

Devcon International Corp.

Pro Forma Condensed Consolidated Balance Sheet

As of June 30, 2005

(Amounts shown in thousands except share and per share data)

(unaudited)

		Historical				Disposition				Notes			Pro-forma
Assets
Current Assets:
Cash and cash equivalents		$	9,882			$	10,442			(1	)		$	20,324
Accounts Receivable—Trade, Net			15,242				(1,741	)		(2	)			13,501
Accounts Receivable, related party, net			1,293											1,293
Notes receivable			3,260				2,598			(1	)			5,858
Notes receivable, related party			2,448											2,448
Costs and estimated earnings in excess of billings			2,109											2,109
Costs and estimated earnings in excess of billings, related party			32											32
Inventories			3,428				(1,367	)		(2	)			2,061
Prepaid Expenses			692											692
Prepaid taxes			344											344
Other Current Assets			5,560											5,560
Total Current Assets			44,290				9,932							54,222
Property, plant and equipment, net
Land			2,434				(1,337	)		(2	)			1,097
Buildings			853				(377	)		(2	)			476
Leasehold Improvements			2,739				(496	)		(2	)			2,243
Equipment			52,623				(13,924	)		(2	)			38,699
Furniture and Fixtures			1,136				(94	)		(2	)			1,042
Construction in Process			2,509							(2	)			2,509
Total Property Plant and Equipment			62,294				(16,228	)						46,066
Less accumulated depreciation			(31,429	)			9,450			(2	)			(21,979	)
Total Property, Plant and Equipment, Net			30,865				(6,778	)						24,087
Investments in unconsolidated joint ventures and affiliates, net			363											363
Notes receivable, net of current portion			1,062											1,062
Notes receivable, related party, net of current portion			435											435
Intangible assets, net of amortization			22,690											22,690
Goodwill			19,946											19,946
Other long term assets			4,747											4,747
Total Assets		$	124,398			$	3,154						$	127,552
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable, trade and other		$	6,003										$	6,003
Accrued Expenses and other liabilities			7,972											7,972
Deferred revenue			2,463											2,463
Accrued expenses, retirement and severance			1,143											1,143
Current installments of long term debt			69											69
Current installments of long term debt, related party			1,725											1,725
Billings in excess of costs and estimated earnings			209											209
Billings in excess of costs and estimated earnings, related party			180											180
Income tax payable			—				1,475			(3	)			1,475
Total Current Liabilities			19,764				1,475							21,239
Long term debt, excluding current installments			23,876											23,876
Retirement and severance, excluding current portion			4,067											4,067
Other long term liabilities, excluding current portion			1,105											1,105
Total Liabilities			48,812				1,475							50,287
Commitments and contingencies
Stockholders’ Equity
Common Stock			595											595
Additional Paid-in Capital			30,964											30,964
Retained Earnings			46,003				1,679			(4	)			47,682
Accumulated other comprehensive loss			(1,897	)										(1,897	)
Treasury stock, at cost			(79	)										(79	)
Total Stockholders’ Equity			75,586				1,679							77,265
Total Liabilities and Stockholders’ Equity		$	124,398			$	3,154						$	127,552

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

Devcon International Corp.

Pro Forma Condensed Consolidated Statement of Operations

(Amounts shown in thousands except share and per share data)

(unaudited)

		For the Six Months Ended June 30, 2005
		Historical				Disposition (5)				Notes			Pro-forma
Revenue
Materials Revenue			22,184				8,293							13,891
Materials revenue, related party			456				456							—
Construction revenue			14,067											14,067
Construction revenue, related party			5,699											5,699
Security revenue			6,555											6,555
Other revenue			477											477
Total Revenue			49,438				8,749							40,689
Cost of Sales
Cost of Materials			(20,091	)			(6,908	)						(13,183	)
Cost of Construction			(15,725	)										(15,725	)
Cost of Security			(2,742	)										(2,742	)
Cost of other			(293	)										(293	)
Gross Profit			10,587				1,841							8,746
Operating Expenses:
Selling, general and administrative			(11,097	)			(679	)						(10,418	)
Severance and retirement			(577	)			(12	)						(565	)
Operating (loss) income			(1,087	)			1,150							(2,237	)
Interest expense			(698	)			(418	)		(6	)			(280	)
Interest income, receivables			308				45							263
Interest income, banks			147											147
Other Income			69											69
(Loss) Income Before Income Taxes			(1,261	)			777							(2,038	)
Income Tax (expense) benefit			(725	)			(590	)		(7	)			(135	)
Net (Loss) Income		$	(1,986	)		$	187						$	(2,173	)
Loss Per Common Share—Basic		$	(0.34	)									$	(0.37	)
Loss Per Common Share—Diluted		$	(0.34	)									$	(0.37	)
Weighted Average Number of Shares Outstanding:
Basic			5,829,425											5,829,425
Diluted			5,829,425											5,829,425

See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.

Devcon International Corp.

Pro Forma Condensed Consolidated Statement of Operations

(Amounts shown in thousands except share and per share data)

(unaudited)

		For the Twelve Months Ended December 31, 2004
		Historical				Disposition (5)				Notes			Pro-forma
Revenue
Materials Revenue			41,061				14,531							26,530
Materials revenue, related party			1,919				611							1,308
Construction revenue			14,657											14,657
Construction revenue, related party			10,394											10,394
Security revenue			943											943
Other revenue			184											184
Total Revenue			69,158				15,142							54,016
Cost of Sales
Cost of Materials			(36,083	)			(12,826	)						(23,257	)
Cost of Construction			(17,548	)										(17,548	)
Cost of Security			(648	)										(648	)
Cost of other			(156	)										(156	)
Gross Profit			14,723				2,316							12,407
Operating Expenses:
Selling, general and administrative			(15,142	)			(2,044	)						(13,098	)
Severance and retirement			(1,656	)			8							(1,664	)
Impairment of assets			(622	)										(622	)
Operating (loss) income			(2,697	)			280							(2,977	)
Other income			71											71
Joint venture equity earnings			(164	)										(164	)
Interest expense			—				(835	)		(6	)			835
Interest income, receivables			2,632				149							2,483
Interest income, banks			266											266
Gain on Antigua Note			10,970											10,970
Income (Loss) Before Income Taxes			11,078				(406	)						11,484
Income tax expense			(441	)			(445	)		(7	)			4
Net income (loss)		$	10,637			$	(851	)					$	11,488
Income Per Common Share—Basic		$	2.44										$	2.63
Income Per Common Share—Diluted		$	2.09										$	2.25
Weighted Average Number of Shares Outstanding:
Basic			4,363,476											4,363,476
Diluted			5,096,566											5,096,566

See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.

Notes to the unaudited pro forma condensed consolidated financial statements

1. Reflects the net proceeds from the sale of V.I Cement & Building Products, Inc.’s (“VICBP”) materials division assets.

2. Reflects the elimination of VICBP’s assets sold.

3. Reflects the income tax effect of the gain on the disposition of VICBP’s assets.

4. Represents the gain, net of income tax of $1.5 million, on the disposition of VICBP’s materials division assets.

5. Does not include the gain before taxes on the sale of VICBP’s materials division assets.

6. Includes the elimination of interest expense related to the company’s debt as a result of the extinguishment of certain of its debt with the proceeds from the disposition.

7. Includes the income tax effects of adjustment (6), based on a 34% tax rate. The income tax effect of VICBP’s materials division income excluding (6) is based on a 37.5% tax rate.