Exhibit 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Combined Financial Statements of Eaton
Laboratories, Inc., ("ETLB") and Pinoak, Inc ("PINOAK") gives effect to the
merger between ETLB and PINOAK under the purchase method of accounting
prescribed by Accounting Principles Board Opinion No. 16, Business Combinations.
These Pro Forma statements are presented for illustrative purposes only. The
pro forma adjustments are based upon available information and assumptions that
management believes are reasonable. The Unaudited Pro Forma Combined Financial
Statements do not purport to represent what the results of operations or
financial position of ETLB would actually have been if the merger had in fact
occurred on December 31, 2005 nor do they purport to project the results of
operations or financial position of ETLB for any future period or as of any
date, respectively. The acquisition of PINOAK by ETLB has been accounted for as
a reverse acquisition under the purchase method for business combinations.
The combination of the two companies is recorded as a recapitalization of ETLB
pursuant to which ETLB is treated as the continuing entity.
These Unaudited Pro Forma Combined Financial Statements do not give effect to
any restructuring costs or to any potential cost savings or other operating
efficiencies that could result from the merger between ETLB and PINOAK.
You should read the financial information in this section along with ETLB's and
PINOAK's historical financial statements and accompanying notes in prior
Securities and Exchange Commission filings.
F-1b
Eaton Laboratories, Inc.
Unaudited Pro Forma Combined Balance Sheet
December 31, 2005
ETLB, Inc PINOAK, Inc. Pro Forma
(Nevada Corp.) (Nevada Corp.) Adjustments balance
-------------- -------------- ----------- ---------
Assets
Current assets:
Cash and equivalents $ 248 $ 370 $ - $ 618
-------------- -------------- ----------- ---------
Total current assets 248 - 618
-------------- -------------- ----------- ---------
$ 248 $ 370 $ - $ 618
============== ============== =========== =========
Liabilities and Stockholders' Equity
Current liabilities: 5,000 - - -
-------------- -------------- ----------- ---------
Total current
liabilities 5,000 - - -
-------------- -------------- ----------- ---------
Stockholders' (Deficit):
Preferred stock,
$0.001 par value, 5,000,000
shares authorized, zero
shares issued and
outstanding - - - -
Common stock, $0.001
par value, 80,000,000
shares authorized,
12,873,750 shares issued
and outstanding 10,873 2,000 - 12,873
Additional paid-in
capital 386,626 2,820 - 389,446
(Deficit) accumulated
during development stage (402,251) (4,450) - (406,701)
-------------- -------------- ----------- ---------
(4,752) 370 - (4,382)
-------------- -------------- ----------- ---------
$ 248 $ 370 $ - $ 618
============== ============== =========== =========
The accompanying notes are an integral part of these financial statements.
F-2b
Eaton Laboratories, Inc.
Unaudited Pro Forma Combined Statements of Operations
For Period Ending December 31, 2005
ETLB PINOAK, Inc. Pro Forma
(Nevada Corp.) (Nevada Corp.) Adjustments balance
-------------- -------------- ----------- ---------
Revenue $ - $ - $ - $ -
Expenses:
General and
administrative expenses 120 152 - 272
------------------------------------------------
Total expenses 120 152 - 272
------------------------------------------------
Net income (loss) $ (120) (152) - (272)
============= ============== =========== =========
Weighted average number
of common shares
outstanding 10,873,750 2,000,000* - 12,873,750
============ ============== =========== ==========
Net loss per share $ (0.00) $ (0.00) $ - $ (0.00)
============ ============== =========== ==========
*2,000,000 shares to be cancelled upon reverse acquisition.
The accompanying notes are an integral part of these financial statements.
F-3b
Notes
Note 1
The acquisition has been accounted for as a reverse acquisition under the
purchase method for business combinations. The combination of the two
companies is recorded as a recapitalization of Eaton Laboratories, Inc. pursuant
to which Eaton Laboratories, Inc. is treated as the continuing entity.
The following share transactions occurred: Cancellation of 2,000,000 shares of
Pinoak by Rick Jesky, the controlling shareholder of Pinoak.
Because the acquisition was accounted for as a reverse acquisition, there was
neither goodwill recognized nor any adjustments to the book value of the net
assets of Eaton Laboratories that would affect the pro forma statement of
operations.
F-4b