Exhibit 99.3

MFIC CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2002

	HISTORICAL STATEMENTS			PRO FORMA ADJUSTMENTS		PRO FORMA RESULTS
SALES	$	14,573,382		$	-5,059,202	$	9,514,180
COST OF GOODS SOLD	8,064,758			-3,626,407		4,438,351
GROSS PROFIT	6,508,624			-1,432,795		5,075,829
OPERATING EXPENSES
ENGINEERING	906,494			-322,811		583,683
SELLING	3,093,293			-1,006,746		2,086,547
GENERAL & ADMINISTRATIVE	2,189,164			-425,280		1,763,884
TOTAL  OPERATING EXPENSES	6,188,951			-1,754,837		4,434,114
INCOME FROM CONTINUING OPERATIONS	319,673			322,042		641,715
COSTS ASSOCIATED WITH SALE OF DISCONTINUED OPERATION				-125,000		-125,000
INTEREST INCOME	7,191					7,191
INTEREST EXPENSE- CORPORATE	-179,429			35,980		-143,449
NET INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE	147,435			233,022		380,457
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE	-2,661,409			2,661,409		0
NET (LOSS) INCOME	$	-2,513,974		$	2,894,431	$	380,457
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
BASIC	7,426,586					7,426,586
DILUTED	7,470,090					7,470,090
NET INCOME PER SHARE FROM CONTINUING OPERATIONS
BASIC	$	0.02				$	0.09
DILUTED	$	0.02				$	0.09
NET (LOSS) INCOME PER SHARE
BASIC	$	(0.34	)			$	0.05
DILUTED	$	(0.34	)			$	0.05

MFIC CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

NINE MONTHS ENDED SEPTEMBER 30, 2003

	HISTORICAL STATEMENTS		PRO FORMA ADJUSTMENTS		PRO FORMA RESULTS
SALES	$	10,560,353	$	-2,578,473	$	7,981,880
COST OF GOODS SOLD	5,740,834		-1,875,399		3,865,435
GROSS PROFIT	4,819,519		-703,074		4,116,445
OPERATING EXPENSES
ENGINEERING	785,332		-230,670		554,662
SELLING	2,256,731		-639,733		1,616,998
GENERAL & ADMINISTRATIVE	1,593,867		-321,865		1,272,002
TOTAL OPERATING EXPENSES	4,635,930		-1,192,268		3,443,662
INCOME FROM CONTINUING OPERATIONS	183,589		489,194		672,783
INTEREST INCOME	6,965				6,965
INTEREST EXPENSE- CORPORATE	-89,589		17,444		-72,145
NET INCOME	$	100,965	$	506,638	$	607,603
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
BASIC	7,468,203				7,468,203
DILUTED	7,661,476				7,661,476
NET INCOME PER SHARE
BASIC	$	0.01			$	0.08
DILUTED	$	0.01			$	0.08

MFIC CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2003

	HISTORICAL STATEMENTS		PRO FORMA ADJUSTMENTS		PRO FORMA RESULTS
ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS	$	104,080	$	85,326	$	189,406
ACCOUNTS RECEIVABLE - TRADE	1,481,725		-326,523		1,155,202
RESERVE FOR DOUBTFUL ACCOUNTS	-54,611		11,111		-43,500
INVENTORY	4,156,104		-1,991,359		2,164,745
PREPAID EXPENSES AND OTHER CURRENT ASSETS	282,791		-22,326		260,465
TOTAL CURRENT ASSETS	5,970,089		-2,243,771		3,726,318
FIXED ASSETS-GROSS	861,671		-341,735		519,936
ACCUMULATED DEPRECIATION	-552,815		201,111		-351,704
	308,856		-140,624		168,232
NOTES RECEIVABLE- NUSIL			100,000		100,000
GOODWILL	2,100,000		-2,100,000		0
INTANGIBLES AND OTHER ASSETS	115,797				115,797
TOTAL ASSETS	8,494,742		-4,384,395		4,110,347
LIABILITIES AND EQUITY
CURRENT LIABILITIES
LINE OF CREDIT	2,236,331		-818,238		1,418,093
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	1,585,570		-498,057		1,087,513
CUSTOMER ADVANCES	272,984		-159,033		113,951
CURRENT PORTION-LONG TERM DEBT	157,486		0		157,486
TOTAL CURRENT LIABILITIES	4,252,371		-1,475,328		2,777,043
LONG TERM DEBT	25,000				25,000
STOCKHOLDERS’ EQUITY
TREASURY STOCK	-687,701				-687,701
COMMON STOCK	77,493				77,493
APIC	12,959,116				12,959,116
ACCUMULATED DEFICIT	-8,131,537		-2,909,067		-11,040,604
TOTAL LIABILITIES AND EQUITY	$	8,494,742	$	-4,384,395	$	4,110,347

MFIC CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

1.The Company has sold the Morehouse-COWLES Division (“M/C”) for $818,238 in cash, and a $100,000 promissory note due one year from the date of sale.  Proceeds were used from the sale to pay down a line of credit. The pro forma financial statements assume the following:

The sale is assumed to have generated a loss on the disposition of approximately $809,000.

Adjustments have been recorded in the unaudited pro forma condensed consolidated financial statements to reflect the receipt of the net proceeds, the disposition of the net assets of the business and the recording of accruals to cover the costs associated with the transaction.

A reduction in interest expense has been recorded in the pro forma financial statements on the assumption that, if the transaction had occurred prior to January 1, 2002, the proceeds would be used to reduce the Company’s borrowings under its line of credit with its lender.

Due to the sale of  M/C, Goodwill associated with the purchase of this division has been written off in the amount of $2,100,000.

Costs associated with this transaction in the amount of approximately $125,000 have been recorded as a pro forma adjustment.