Shearson Financial Network (SHSN) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit No. 99.3

SHEARSON FINANCIAL NETWORK AND SUBSIDIARIES

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

Introduction to Pro Forma Consolidated Financial Statements	F-1
Pro Forma Consolidating Balance Sheet as of September 30, 2006 (Unaudited)	F-2
Pro Forma Consolidating Statements of Operations for the nine months ended September 30, 2006 (Unaudited)	F-3
Notes to Pro Forma Consolidated Financial Statements	F-4

F-1

Shearson Financial Network, Inc.

Introduction of Pro Forma Consolidated Financial Statements

(UNAUDITED)

The accompanying unaudited pro forma consolidated balance sheet as of September 30, 2006 gives effect to the Acquisition as if the Acquisition occurred on January 1, 2006. The accompanying unaudited pro forma consolidated statement of operations for the nine month's ended September, 30 2006, gives effect to the Acquisition as if it occurred on the first day of the period presented, January 1, 2006.

The unaudited pro forma consolidated financial information is provided for illustrative purposes only and is not necessarily indicative of the results that would have occurred if the Acquisition had occurred on the first day of the period presented. The unaudited pro forma financial statements should not be construed as being representative of future operating results or financial position of the Company and should be read in conjunction with the accompanying notes to the unaudited pro forma consolidated financial statements.

F-2

SHEARSON FINANCIAL NETWORK, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATING BALANCE SHEET

SEPTEMBER 30, 2006

	Shearson Financial			Real Property		Pro Forma Adjustments					Pro Forma
	Network			Technologies		Debit		Credit			Amount
ASSETS:
Current assets:
Cash	$	1,404,067		$	980,721				(980,721	)		1,404,067
Loans available for sale		32,127,126										32,127,126
Loan receivable		2,073,375										2,073,375
Accounts receivable		5,527,146			4,540,527				(4,540,527	)		5,527,146
Other current assets		1,386,405			1,035,645				(1,035,645	)		1,386,405
Total current assets		42,518,119			6,556,893							42,518,119
Fixed assets:
Property and equipment, net		26,718,992			611,308				(611,308	)		26,718,992
Total fixed assets		26,718,992			611,308							26,718,992
Other assets:
Goodwill		14,269,279			-		1,107,726					15,377,005
Other assets		927,007			-							927,007
Total other assets		15,196,286			-							16,304,012
TOTAL ASSETS	$	84,433,396		$	7,168,201						$	85,541,122
LIABILITIES AND STOCKHOLER'S EQUITY
LIABILITIES:
Current liabilities:
Accounts payable and accrued expenses	$	1,189,463		$	145,326				(145,326	)		1,189,463
Capital lease obligations		-			190,801				(190,801	)		-
Bridge notes payable		819,682										819,682
Accrued interest payable		307,920										307,920
Notes payable		1,160,183										1,160,183
Notes payable - related party		808,396										808,396
Line of credit		32,377,707			750,000				(750,000	)		32,377,707
Total current liabilities		36,663,351			1,086,127							36,663,351
TOTAL LIABILITIES		36,663,351			1,086,127							36,663,351
Stockholders' equity:
Common stock		240,112										240,112
Preferred Stock		44,250,000										44,250,000
Additional paid-in capital		27,661,396			168,865				(168,865	)		27,661,396
Current Year Earnings		4,450,211			1,107,726							5,557,937
Accumulated (deficit)		(28,831,673	)		4,805,483				(4,805,483	)		(28,831,673	)
Total stockholders' equity		47,770,046			6,082,074							48,877,772
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	84,433,396		$	7,168,201						$	85,541,122

F-3

SHEARSON FINANCIAL NETWORK, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

	Shearson			Real		Pro Forma
	Financial			Properties		Adjustments		Pro Forma
	Network			Technologies		Debit	Credit	Amount
Revenues:
Loan origination	$	6,579,689		$	-			$	6,579,689
Marketing revenues and commissions		-							-
Licensing agreements		-							-
Rental income		-							-
Other income		7,424,049			9,358,624				16,782,673
Total revenues		14,003,738			9,358,624				23,362,362
									-
Cost of Sales		3,107,877			1,119,892				4,227,769
									-
Gross Profit		10,895,861			8,238,732				19,134,593
									-
Expenses:
Salary & wages & payroll taxes		7,637,313			5,440,191				13,077,504
Selling, general and administrative		2,674,553			1,690,815				4,365,368
Professional fees		3,306,116			-				3,306,116
Depreciation expense		461,028			-				461,028
Total expenses		14,079,011			7,131,006				21,210,017
(Loss) income from operations		(3,183,149	)		1,107,726				(2,075,423	)
Other (expense) income
Interest income									-
Interest expense		(184,855	)		-				(184,855	)
Forgiveness of debt		7,818,216			-				7,818,216
Total other (expense) income		7,633,361			-				7,633,361
Net income (loss)	$	4,450,211		$	1,107,726			$	5,557,937
Net income per share basic and diluted
Weighted average number of common shares outstanding basic and diluted	$	0.04						$	0.06
		99,734,721							99,734,721

F-4

SHEARSON FINANCIAL NETWORK

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

(1) Pro Forma Adjustments:

Shearson Financial Network, Inc.(“SFNN”) acquired Real Property Technologies LLC (“RPT”) on June 6, 2005. For the nine months ended September 30, 2006, Shearson has consolidated RPT financial data for the four months period from June 6, 2006 to September 30, 2006, to reflect the acquisition.

Shearson Financial Network’s unaudited pro forma consolidated statement of operations is derived from Shearson Financial Network’s unaudited statement of operations for the nine months ended September 30, 2006 and Real Property Technologies unaudited statement of income for the five months ended May 31, 2006.

Pro forma adjustments were made to the unaudited consolidated balance sheet assuming the transaction had occurred on January 1, 2006 to include RPT’s earnings for the five months ended May 31, 2006.

F-5