Exhibit 99.3

COMBINED COMPANY UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

On April 24, 2007, DG FastChannel announced that it had entered into the Merger Agreement to acquire Pathfire. On June 4, 2007, the merger was consummated, pursuant to which Pathfire became a wholly owned subsidiary of DG FastChannel. As consideration for the transaction, DG FastChannel paid $30 million financed from cash on hand and through borrowings under its existing credit facility.

The Combined Company unaudited pro forma condensed consolidated financial statements give effect to the merger as if the transaction had occurred on March 31, 2007 for purposes of the Combined Company unaudited pro forma condensed consolidated balance sheet, and on January 1, 2007 for purposes of the Combined Company unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2007, and on January 1, 2006 for purposes of the Combined Company unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2006.

The Combined Company unaudited pro forma condensed consolidated balance sheet and statements of operations do not purport to represent what the financial position or results of operations actually would have been if the merger had occurred as of such dates, or what such results will be for any future periods.

The Combined Company unaudited pro forma condensed consolidated financial statements are derived from the audited historical financial statements of DG FastChannel and Pathfire and the assumptions and adjustments described in the accompanying notes. The pro forma adjustments are based on preliminary estimates and assumptions that DG FastChannel believes are reasonable under the circumstances. The preliminary allocation of the estimated purchase price to the assets and liabilities of Pathfire reflects the assumption that assets and liabilities are carried at historical amounts which approximate fair market values except for certain purchased intangible assets which have been included at their estimated fair values. The actual allocation of the purchase price or estimated useful lives of purchased intangibles may differ from those reflected in the Combined Company unaudited pro forma condensed consolidated financial statements after a more extensive review of the fair value of the assets and liabilities is completed. The Combined Company unaudited pro forma financial information should be read in conjunction with the historical financial statements and the accompanying notes thereto of DG FastChannel and Pathfire appearing elsewhere in this Current Report on Form 8-K/A, or incorporated by reference to our annual report of Form 10-K/A. The Combined Company unaudited pro forma condensed consolidated financial statements do not reflect any cost savings, restructuring charges or other economic efficiencies nor debt refinancing which may result from the merger.

COMBINED COMPANY UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED BALANCE SHEET

MARCH 31, 2007

		Historical			Historical						Pro Forma			Pro Forma
		DG FastChannel			Pathfire			Subtotal			Adjustments			Combined
Cash		$	24,574		$	1,740		$	26,314		$	(16,314	)(1)	$	10,000
Accounts receivable, net		16,322			2,567			18,889			(280		)(5)	18,609
Inventory		—			46			46			—			46
Deferred Income taxes		2,129			—			2,129			—			2,129
Other current assets		1,370			323			1,693			—			1,693
Assets held for sale from discontinued operations		267			—			267			—			267
Total current assets		44,662			4,676			49,338			(16,594		)	32,744
Property and equipment, net		11,837			3,271			15,108			—			15,108
Long term investments		5,773			—			5,773			—			5,773
Goodwill		65,194			—			65,194			18,875		(2), (4)	84,069
Deferred income taxes, net		8,949			—			8,949			(4,800		)(4)	4,149
Intangible assets, net		34,525			—			34,525			12,000		(2)	46,525
Other noncurrent assets		914			1,480			2,394			—			2,394
Noncurrent assets held for sale from discontinued operations		1,755			—			1,755			—			1,755
Total assets		$	173,609		$	9,427		$	183,036		$	9,481		$	192,517
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued liabilities		$	9,018		$	1,928		$	10,946		$	(280	)(5)	$	10,666
Deferred revenue		1,159			2,021			3,180			—			3,180
Current portion of long-term debt and capital leases		4,188			2,426			6,614			(2,426		)(1)	4,188
Obligations of discontinued operations		221			—			221			—			221
Total current liabilities		14,586			6,375			20,961			(2,706		)	18,255
Long-term debt and capital leases		14,800			2,353			17,153			11,433		(1)	28,586
Other long-term liabilities		—			1,453			1,453			—			1,453
Total liabilities		29,386			10,181			39,567			8,727			48,294
Redeemable convertible preferred stock		—			131,933			131,933			(131,933		)(3)	—
Shareholders’ equity:
Capital stock		333,983			5,169			339,152			(5,169		)(3)	333,983
Accumulated deficit		(189,159		)	(137,856		)	(327,015		)	137,856		(3)	(189,159		)
Treasury stock, at cost		(853		)	—			(853		)	—			(853		)
Other comprehensive income		252			—			252			—			252
Total shareholders’ equity		144,223			(132,687		)	11,536			132,687			144,223
Total liabilities, redeemable convertible preferred stock and shareholders’ equity		$	173,609		$	9,427		$	183,036		$	9,481		$	192,517

Pro Forma Adjustments
(1)		Records the purchase price for Pathfire as follows:

Cash paid to seller		$	16,214
Cash paid for direct costs of the acquisition		100
New debt incurred		13,786
		30,100
Less: Pathfire historical debt retired with purchase proceeds		(4,779		)
Net purchase price		$	25,321

(2) Allocates the purchase price as follows:

		Total
Tangible net assets		$	(5,554	)
Purchased intangibles		12,000
Goodwill		18,875
Purchase price		$	25,321

(3)		Eliminates historical Pathfire redeemable convertible preferred stock and equity in consolidation.
(4)		Records deferred taxes on basis difference created by purchase accounting entries.
(5)		Eliminates inter-company payable/receivable.

COMBINED COMPANY UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2007

		Historical									Pro Forma			Pro Forma
		DG FastChannel			Pathfire			Subtotal			Adjustments			Combined
Revenues:		$	19,894		$	4,267		$	24,161		$	(25	)(4)	$	24,136
Costs and expenses:
Cost of revenues		8,870			1,969			10,839			—			10,839
Sales and marketing		1,362			599			1,961			—			1,961
Research and development		476			758			1,234			—			1,234
General and administrative		2,584			685			3,269			—			3,269
Depreciation and amortization		2,545			612			3,157			300		(1)	3,457
Total costs and expenses		15,837			4,623			20,460			300			20,760
Income (loss) from operations		4,057			(356		)	3,701			(325		)	3,376
Other (income) expense:
Interest income and other (income) expense, net		(196		)	(29		)	(225		)	130		(2)	(95		)
Interest expense		370			176			546			276		(2)	822
Total other (income) expense		174			147			321			406			727
Net income (loss) before provision for income taxes from continuing operations		3,883			(503		)	3,380			(731		)	2,649
Provision for income taxes		1,551			—			1,551			(494		)(3)	1,057
Net income (loss) from continuing operations		2,332			$	(503	)	$	1,829		$	(237	)	$	1,592
Basic net income (loss) per common share from continuing operations		$	0.15											$	0.10
Diluted net income (loss) per common share from continuing operations		$	0.15											$	0.10
Basic weighted average common shares outstanding		15,844						15,844						15,844
Diluted weighted average common shares outstanding		16,148						16,148						16,148

Pro Forma Adjustments

(1)		Records additional amortization expense related to purchased intangibles based upon an assumed 10 year life.
(2)		Reflects additional interest expense from debt portion of purchase price and reduces interest income for cash portion of purchase price.
(3)		Applies an estimated effective tax rate of 40% to the additional pro forma expenses and to the losses of Pathfire.
(4)		Eliminates intercompany revenue.

COMBINED COMPANY UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2006

		Historical									Pro Forma			Pro Forma
		DG FastChannel			Pathfire			Subtotal			Adjustments			Combined
Revenues:		$	68,667		$	16,225		$	84,892		$	(100	)(4)	$	84,792
Costs and expenses:
Cost of revenues		33,322			8,103			41,425			—			41,425
Sales and marketing		4,240			2,332			6,572			—			6,572
Research and development		1,779			2,756			4,535			—			4,535
General and administrative		10,462			3,883			14,345			—			14,345
Depreciation and amortization		8,563			2,517			11,080			1,200		(1)	12,280
Total costs and expenses		58,366			19,591			77,957			1,200			79,157
Income (loss) from operations		10,301			(3,366		)	6,935			(1,300		)	5,635
Other (income) expense:
Reduction in fair value of long-term investments		4,758			—			4,758			—			4,758
Interest income and other (income) expense, net		(58		)	(82		)	(140		)	—			(140		)
Interest expense		2,844			718			3,562			1,944		(2)	5,506
Total other (income) expense		7,544			636			8,180			1,944			10,124
Net income (loss) before provision for income taxes from continuing operations		2,757			(4,002		)	(1,245		)	(3,244		)	(4,489		)
Provision (benefit) for income taxes		2,378			—			2,378			(2,898		)(3)	(520		)
Net income (loss) from continuing operations		379			(4,002		)	(3,623		)	(346		)	(3,969		)
Basic net income (loss) per common share from continuing operations		$	0.04											$	(0.38	)
Diluted net income (loss) per common share from continuing operations		$	0.04											$	(0.38	)
Basic weighted average common shares outstanding		10,568						10,568						10,568
Diluted weighted average common shares outstanding		10,568						10,568						10,568

Pro Forma Adjustments

(1) Records additional amortization expense related to purchased intangibles based on an assumed 10 year life.

(2) Reflects additional interest expense from debt issued to purchase Pathfire.

(3) Applies an estimated effective statutory tax rate of 40% to the additional pro forma expenses and to the losses of Pathfire.

(4) Eliminates intercompany revenue.