Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)	Unaudited Pro Forma Condensed Consolidated Balance Sheet as of May 31, 2003.
(2)	Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet.
(3)	Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended August 31, 2002.
(4)	Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine-Month Period Ended May 31, 2003.
(5)	Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations.

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PORTOLA PACKAGING, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The following unaudited pro forma condensed consolidated financial statements have been prepared to give the effect to the acquisition by Portola Packaging, Inc. (“Portola”) of all of the outstanding stock of Tech Industries, Inc., and its acquisition of Tech Industries U.K. Ltd. and partnership interests of 84 Fairmount Street Ltd. Partnership and Fairmount Realty Associates, affiliated entities, prior to Portola’s acquisition of Tech Industries, Inc. Tech Industries, Inc. and such affiliated entities are referred to collectively as “Tech”. These pro forma financial statements do not purport to be indicative of the consolidated financial position or results of operations for future periods or the results that actually would have been realized had Portola and Tech been a consolidated company during the specified periods.

     The acquisition of Tech was accounted for using the purchase method of accounting pursuant to which the purchase price at closing was allocated to the tangible and intangible assets based on their estimated fair values. The purchase allocations were made based upon preliminary valuations and other studies, which have not yet been finalized. The actual allocation of purchase price may differ significantly from the pro forma amounts included herein.

     The unaudited pro forma condensed consolidated financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with the historical consolidated financial statements and the notes thereto of Portola which were previously reported in Portola’s Annual Report on Form 10-K for the year ended August 31, 2002 and the Quarterly Report on Form 10-Q/A for the quarter ended May 31, 2003, and the historical financial statements of Tech for the year ended December 29, 2002 included elsewhere in this Form 8-K/A.

     The unaudited pro forma condensed consolidated balance sheet was prepared as if the acquisition had occurred on May 31, 2003, combining both Portola’s and Tech’s financial position as of May 31, 2003. The unaudited pro forma condensed consolidated statements of operations for the year ended August 31, 2002 and the nine-month period ended May 31, 2003 were prepared as if the acquisition had occurred on September 1, 2001. To prepare the unaudited pro forma condensed consolidated statements of operations for the year ended August 31, 2002, Portola’s statement of operations for the year ended August 31, 2002 has been combined with Tech’s unaudited statement of operations for the twelve months ended August 31, 2002, which are not included in this Form 8-K/A. To prepare the unaudited pro forma condensed consolidated statement of operations for the nine-month period ended May 31, 2003, Portola’s statement of operations for the nine-month period ended May 31, 2003 was combined with Tech’s unaudited statement of operations for the nine-month period ended May 31, 2003.

     Portola’s financial position as of May 31, 2003 and Portola’s results of operations for the nine-month period ended May 31, 2003, included in the following unaudited pro forma condensed consolidated financial statements, have been restated from amounts previously reported in Portola’s Form 10-Q for the quarter ended May 31, 2003 filed on June 30, 2003. The restatement related to recording foreign currency gains and losses in the quarters to which they relate, rather than the fourth quarter of fiscal year 2003. These adjustments aggregated $(518,000) on a pre-tax basis and $(314,000) on an after-tax basis for the nine-month period ended May 31, 2003. The Company plans to file shortly the Form 10-Q/A for the quarter ended May 31, 2003 to reflect the restatement.

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PORTOLA PACKAGING, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

May 31, 2003
(in thousands)

										Pro Forma					Portola
					Portola			Tech		Adjustments					Pro Forma
Current assets:
	Cash and cash equivalents				$	5,156		$	5,637	$	(1,196	)	(2	)	$	9,597
	Accounts receivable, net					25,184			4,191		—					29,375
	Inventories					12,455			3,390		387		(8	)		16,232
	Other current assets					4,239			240		—					4,479
	Deferred income taxes					700			—		—					700
		Total current assets				47,734			13,458		(809	)				60,383
Property, plant and equipment, net						68,074			5,617		6,852		(8	)		80,543
Property held for sale						—			821		(821	)	(2	)		—
Other intangible assets						—			—		3,374		(5	)(6)(7)		3,374
Trademark and tradename						—			—		5,000		(4	)		5,000
Goodwill, net						10,722			—		7,500		(9	)		18,222
Debt financing costs, net						1,808			—		—					1,808
Patents, net						2,695			—		—					2,695
Other assets, net						3,697			58		—					3,755
				Total assets	$	134,730		$	19,954	$	21,096				$	175,780
Current liabilities:
	Current portion of long-term debt				$	424		$	—	$	—				$	424
	Accounts payable					14,157			1,075		—					15,232
	Accrued liabilities					10,146			1,353		2,959		(10	)(11)(12)		14,458
	Accrued compensation					3,335			—		—					3,335
	Accrued interest					1,972			—		—					1,972
		Total current liabilities				30,034			2,428		2,959					35,421
Long-term debt, less current portion						120,104			—		35,663		(1	)		155,767
Redeemable warrants to purchase Class A Common Stock						10,255			—		—					10,255
Other long term obligations						465			—		—					465
		Total liabilities				160,858			2,428		38,622					201,908
Minority interest						47			406		(406	)	(2	)		47
Total common stock and other shareholders’ (deficit) equity						(26,175	)		17,120		(17,120	)	(3	)		(26,175	)
			Total liabilities and shareholders’ (deficit) equity		$	134,730		$	19,954	$	21,096				$	175,780

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PORTOLA PACKAGING, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET

May 31, 2003
(in thousands)

The unaudited pro forma condensed consolidated balance sheet gives effect to the following unaudited pro forma adjustments:

1. The acquisition was accounted for using the purchase method of accounting. Under purchase accounting, the total purchase price was allocated to all of the tangible and intangible assets and related liabilities of the Tech business based upon their respective fair values as of the closing date. The allocation is based on preliminary valuations and other studies, which are not yet finalized. The actual allocation of purchase price may differ significantly from the pro forma amounts included herein. The estimated purchase price and pro forma adjustments to the historical book value of the Tech business are as follows:

The following represents the preliminary allocation of purchase price (in thousands):

Purchase Price:
	Cash paid	$	35,073
	Working capital adjustment paid at closing		590
	Final working capital adjustment		231
	Estimated acquisition costs		595
	Estimated financing costs		1,105
			37,594	(A	)
Plus: Assumption of Tech’s liabilities			2,834
Total purchase price		$	40,428

(A) On September 19, 2003, Portola entered into a consent and first amendment to the amended and restated senior secured credit facility, increasing the credit facility to $54.0 million in connection with Portola’s purchase of Tech, subject to borrowing base and covenants similar to those in the amended and restated senior secured credit facility existing at August 31, 2003. Portola paid approximately $35.7 million in cash to Tech upon closing on September 19, 2003, which included a working capital adjustment payment of $0.6 million. In November 2003, the Company paid an additional $0.2 million as part of the final working capital adjustment.

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Preliminary Allocation of Purchase Price:

Existing net book value of assets acquired		$	17,120		(3	)
Plus: Liabilities assumed			2,834
Plus: Intangible asset – trademark and trade name			5,000		(4	)
Plus: Intangible asset – website			400		(5	)
Plus: Intangible asset – customer relationships			2,600		(6	)
Plus: Intangible asset – non-compete agreement			374		(7	)
	Total intangible assets		8,374
Plus: Increase in book value of property, plant and equipment			6,852		(8	)
Plus: Increase in inventory value			387		(8	)
Less: Tax liability			(1,028	)	(10	)
Less: Net assets of Tech Ireland distributed			(1,611	)	(2	)
Goodwill			7,500		(9	)
Total purchase price		$	40,428

(2)	Adjustment to eliminate $0.8 million in property held for sale, $1.2 million in cash and $0.4 million in minority interest liability related Tech Industries Ireland Ltd., (“Tech Ireland”) due to distribution of ownership in Tech Ireland to the shareholders of Tech prior to the purchase of Tech by Portola.
(3)	Adjustment to eliminate equity of Tech.
(4)	Adjustment to record trademark and trade name with an indefinite life.
(5)	Adjustment to record website to be amortized over a 5 year estimated useful life.
(6)	Adjustment to record customer relationships to be amortized over a 20 year estimated useful life.
(7)	Adjustment to record non-compete agreement to be amortized over a 5 year estimated useful life.
(8)	Adjustment to record increase in book value of property, plant and equipment and inventories to estimated fair market value.
(9)	Adjustment to record excess purchase price over identifiable tangible and intangible assets.
(10)	Adjustment to record estimated tax liability of $1.0 million guaranteed by Portola in connection with the purchase of Tech.
(11)	Adjustment to record liability for final working capital adjustment of $0.2 million paid in November 2003.
(12)	Adjustment to record the estimated liability for acquisition and financing costs.

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PORTOLA PACKAGING, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS

For the Year Ended August 31, 2002
(in thousands)

									Pro Forma					Portola
			Portola			Tech			Adjustments					Pro Forma
Sales			$	210,757		$	32,204		$	—				$	242,961
Cost of sales				157,133			25,029			981		(4	)		183,143
	Gross profit			53,624			7,175			(981	)				59,818
Selling, general and administrative				30,844			4,043			50		(6	)		34,937
Research and development				3,069			245			—					3,314
Amortization of intangibles				1,551			—			285		(1	)		1,836
				35,464			4,288			335					40,087
	Income (loss) from operations			18,160			2,887			(1,316	)				19,731
Other (income) expense:
	Interest income			(1,083	)		(65	)		—					(1,148	)
	Interest expense			14,007			—			1,657		(2	)(3)		15,664
	Minority interest			113			—			—					113
	Equity income of unconsolidated affiliates, net			(815	)		—			—					(815	)
	Gain from sale of property, plant and equipment and securities			(20	)		—			—					(20	)
	Income on recovery of note receivable			(1,103	)		—			—					(1,103	)
	Other (income) expense, net			246			65								311
				11,345			—			1,657					13,002
	Income (loss) before income taxes			6,815			2,887			(2,973	)				6,729
Income tax provision (benefit)				2,242			—			(34	)	(5	)		2,208
		Net income (loss)	$	4,573		$	2,887		$	(2,939	)			$	4,521

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PORTOLA PACKAGING, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS

For the Nine-Month Period Ended May 31, 2003
(in thousands)

									Pro Forma					Portola
			Portola			Tech			Adjustments					Pro Forma
Sales			$	156,813		$	26,384		$	—				$	183,197
Cost of sales				123,804			19,914			736		(4	)		144,454
	Gross profit			33,009			6,470			(736	)				38,743
Selling, general and administrative				21,780			2,997			68		(6	)		24,845
Research and development				3,702			167			—					3,869
Amortization of intangibles				663			—			214		(1	)		877
Restructuring costs				405			—			—					405
				26,550			3,164			282					29,996
	Income (loss) from operations			6,459			3,306			(1,018	)				8,747
Other (income) expense:
	Interest income			(146	)		(65	)		—					(211	)
	Interest expense			9,973			—			1,243		(2	)(3)		11,216
	Commission income			—			(121	)		—					(121	)
	Loss (gain) from sale of property, plant and equipment and securities			32			(632	)		632		(6	)		32
	Other (income) expense, net			(827	)		137			(137	)	(6	)		(827	)
				9,032			(681	)		1,738					10,089
	(Loss) income before income taxes			(2,573	)		3,987			(2,756	)				(1,342	)
Income tax (benefit) provision				(137	)		—			492		(5	)		355
		Net (loss) income	$	(2,436	)	$	3,987		$	(3,248	)			$	(1,697	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PORTOLA PACKAGING, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended August 31, 2002 and
Nine-Month Period Ended May 31, 2003
(in thousands)

The unaudited pro forma condensed consolidated statements of operations give effect to the following unaudited pro forma adjustments:

1. Adjustment to reflect amortization of identifiable intangible assets as follows:

	Amortization
	Period in Years		Amount		Amortization
					12 Months		9 Months
Customer relationships		20	$	2,600	$	130	$	98
Website		5		400		80		60
Covenant not-to-compete		5		374		75		56
			$	3,374	$	285	$	214

2. Adjustment to reflect amortization of debt financing costs as follows:

	Amortization
	Period in Years		Amount		Amortization
					12 Months		9 Months
Debt financing costs		3	$	1,105	$	368	$	276

3.	Adjustment to reflect interest expense on borrowings under Portola’s credit facility to finance purchase of Tech at the beginning of reported period, calculated 80% of balance times Libor plus 2.75% and 20% of balance times prime plus 1.50%. This interest expense was offset by estimated interest expense booked on actual revolver balance, calculated 80% of revolver balance times Libor plus 2.25% and 20% of balance times prime plus 1.0%.
4.	Adjustment to reflect depreciation expense of $981,000 and $736,000 for the year ended August 31, 2002 and for the nine months ended May 31, 2003, respectively, on the increase of the net book value of property, plant and equipment.
5.	Adjustment to reflect current tax provision for the twelve month and nine month periods for Tech using a 40% effective tax rate due to Tech terminating its “S” corporation status at the time of purchase by Portola and being included in Portola’s consolidated federal and state corporate income tax returns.

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6. Adjustment to eliminate revenues and expenses of Tech Industries Ireland Ltd. (“Tech Ireland”) due to distribution of Tech Ireland to the shareholders of Tech prior to the purchase of Tech as summarized below:

	12 Months		9 Months
Selling, general and administrative expenses	$	50	$	68
Gain on sale of assets		—		632
Other expense, net		—		(137	)

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