Miscor 8-K/A Financial Statements and Exhibits

Exhibit 99.3

MISCOR GROUP, LTD.

E.T. Smith Services of Alabama, Inc.

UNAUDITED PRO FORMA CONDENSED COMBINING

FINANCIAL INFORMATION

The following unaudited pro forma condensed combining financial infomration has been prepared to give effect to the acquisition of E.T. Smith Services of Alabama, Inc. (“E.T. Smith”) on May 31, 2006. The pro forma condensed combining balance sheet data has been prepared based on the historical balance sheets of the MISCOR Group, Ltd. (the “Company ”)(as of April 2, 2006) and E.T. Smith (as of March 31, 2006) as if that acquisition was effective as of April 2, 2006. The pro forma statement of operations data has been prepared based on the historical statements of operations of the Company (for the year ended December 31, 2005 and the three months ended April 2, 2006) and E.T. Smith (for the year ended September 30, 2005 and the three months ended March 31, 2006) as if the acquisition were effective as of January 1, 2005.

The assets acquired and liabilities assumed in connection with the E.T. Smith acquisition are reflected at estimated fair values as determined by our management based on information currently available and on current assumptions as to future operations. We have allocated the purchase price based on preliminary estimates of the fair values of the acquired property, plant and equipment, and identified intangible assets, and their estimated remaining useful lives. Accordingly, the allocation of the purchase price and the assigned estimated useful lives are subject to revision, based on the final determination of appraised and other fair values, and related tax effects.

The unaudited pro forma financial data are presented for informational purposes. You should not rely on the pro forma amounts as being indicative of the financial position or the results of operations of the consolidated companies that would have actually occurred had the transactions been effective during the periods presented or of the future financial position or future results of operations of the consolidated companies. You should read this information in conjunction with the accompanying notes thereto and with the historical consolidated financial statements and accompanying notes of the Company and E.T. Smith included elsewhere in this document.

The unaudited pro forma information gives effect only to adjustments set forth in the accompanying notes thereto and does not reflect any anticipated future cost savings or other benefits as a result of the acquisition.

MISCOR GROUP, LTD. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINING BALANCE SHEETS

April 2, 2006

(Amounts in thousands, except share and per share data)

	HISTORICAL
	MISCOR		E.T. SMITH SERVICES		ADJUSTMENTS			PRO FORMA
ASSETS
CURRENT ASSETS
Cash	$	431	$	413	$	(413)	(1)	$	431
Accounts receivable, net		8,501		1,238					9,739
Inventories, net		8,413		409					8,822
Prepaid expenses and other current assets		967		32		(32)	(1)		967
Total current assets		18,312		2,092		(445	)		19,959
PROPERTY AND EQUIPMENT, net		4,057		1,836		1,041	(2)		6,934
OTHER ASSETS
Deposits		163		2		(2)	(1)		163
Debt issue costs, net		2,871		20		(20)	(1)		2,871
Other intangibles, net		3		-					3
Total other assets		3,037		22		(22	)		3,037
Total Assets	$	25,406	$	3,950	$	574		$	29,930
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Revolving credit line, net	$	4,432	$	-	$	1,287	(3)	$	5,719
Current portion of long-term debt		1,224		168		112	(3)		1,504
Accounts payable		4,993		438		601	(4)		6,032
Accrued expenses and other current liabilities		2,135		98					2,233
Total current liabilities		12,784		704		2,000			15,488
LONG TERM LIABILITIES
Long-term debt, net of discount		5,396		910		910	(3)		7,216
Long-term debt, Stockholder		3,000		1,904		(1,904	)(1)		3,000
Deferred income taxes		-		127		(127)	(5)		-
Total long-term liabilities		8,396		2,941		(1,121	)		10,216
Total liabilities		21,180		3,645		879			25,704
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY		4,226		305		(305	)(6)		4,226
Total Liabilities and Stockholders' Equity	$	25,406	$	3,950	$	574		$	29,930

MISCOR GROUP, LTD. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2005

(Amounts in thousands, except share and per share data)

	HISTORICAL
	MISCOR			E.T. SMITH SERVICES			ADJUSTMENTS			PRO FORMA
REVENUES
Product sales	$	14,587		$	5,518		$	-		$	20,105
Service revenue		31,709			-			-			31,709
REVENUES		46,296			5,518			-			51,814
COST OF REVENUES
Product sales		11,131			3,865			-			14,996
Service revenue		26,009			-			-			26,009
COST OF REVENUES		37,140			3,865			-			41,005
Gross Profit		9,156			1,653			-			10,809
Selling, general and administrative expenses		9,672			1,090			-			10,762
Operating income (loss)		(516	)		563			-			47
Interest expense		6,711			179			73	(7)		6,963
Other income		(31	)		(5	)		-			(36	)
Net income (loss) before taxes		(7,196	)		389			(73	)		(6,880	)
Income taxes		-			259			(259	)(8)		-
NET INCOME (LOSS)	$	(7,196	)	$	130		$	186		$	(6,880	)
Basic and diluted loss per common share	$	(0.07	)	$	13.00					$	(0.07	)
Weighted average number of common shares		99,417,698			10,000						99,417,698

MISCOR GROUP, LTD. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED APRIL 2, 2006

(Amounts in thousands, except share and per share data)

	HISTORICAL
	MISCOR			E.T. SMITH SERVICES		ADJUSTMENTS			PRO FORMA
REVENUES
Product sales	$	5,160		$	2,264	$	-		$	7,424
Service revenue		8,091			-		-			8,091
REVENUES		13,251			2,264		-			15,515
COST OF REVENUES
Product sales		3,853			1,693		-			5,546
Service revenue		6,687			-		-			6,687
COST OF REVENUES		10,540			1,693		-			12,233
Gross Profit		2,711			571		-			3,282
Selling, general and administrative expenses		2,531			337		-			2,868
Operating income (loss)		180			234		-			414
Interest expense		966			20		51	(7)		1,037
Net income (loss) before taxes		(786	)		214		(51	)		(623	)
Income taxes		-			-		-			-
NET INCOME (LOSS)	$	(786	)	$	214	$	(51	)	$	(623	)
Basic and diluted loss per common share	$	(0.01	)	$	21.40				$	(0.01	)
Weighted average number of common shares		105,178,981			10,000					105,178,981

MISCOR GROUP, LTD.

E.T. Smith Services of Alabama, Inc.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINING

FINANCIAL INFORMATION

1.   To eliminate historical assets and liabilities of E.T. Smith of Alabama, Inc. (“E.T. Smith”) not acquired or assumed by MISCOR Group, Ltd. (the “Company”) in connection with the acquisition. These historical assets and liabilities (at March 31, 2006) include: cash in the amount of $413; prepaid expenses and other current assets in the amount of $32; deposits in the amount of $2; deferred financing costs in the amount of $20; long-term debt payable to parent company of $1,904.

2.   To increase the historical cost of property and equipment acquired to estimated fair value.

3.   To record the elimination of historical debt (aggregate of $1,078 as of April 2, 2006) of E.T Smith not assumed by the Company in connection with the acquisition, and the borrowings by the Company (aggregate of $3,387) to finance the acquisition.

4.   To record the unpaid amount of the purchase price at the closing date of the acquisition as a pro forma liability.

5.   To eliminate the historical deferred tax liability (at March 31, 2006) of E.T. Smith not assumed by the Company in connection with the acquisition (asset purchase).

6.   To eliminate the historical equity (at March 31, 2006) of E.T. Smith.

7.   To eliminate the historical interest expense recorded by E.T. Smith and record additional interest expense related to the debt incurred by the Company in connection with the acquisition. Interest expense for the debt incurred by the Company has been calculated as follows:

a.   Revolving credit line - interest at the prime rate plus 1.5% (blended average rate for prime rate of 6.25% used for 2005 and 7.50% for the three months ended April 2, 2006) on borrowings of $1,287, resulting in additional pro forma interest expense of $100 for the year ended December 31, 2005, and $25 for the three months ended April 2, 2006.

b.   Term debt - interest at the prime rate plus 1% on borrowings of $2,100, resulting in pro forma interest expense of $152 for the year ended December 31, 2005, and $46 for the three months ended April 2, 2006.

8.   To eliminate the historical provision for income taxes recorded by E.T. Smith assuming that the pre-tax profits earned by E.T. Smith as a wholly owned subsidiary of the Company would be absorbed by net operating tax loss carryforwards of the Company.