Unaudited Pro Forma Financial Statements

Exhibit 99.3

(Unaudited Pro Forma Financial Statements)

Unaudited Pro Forma Financial Statements

On September 30, 2006, Turnaround Partners, Inc. (the “Company” or “Registrant”) entered into that certain Purchase Agreement (the “ Agreement”) with Kipling Holdings, Inc. (“Kipling”) and Xxxxxxx X. Xxxxxxxx, an individual (the “ Selling Shareholder”, and together with the Registrant and Kipling, the “Parties”) and immediately prior to the Agreement, owner of one hundred percent (100%) of the total issued and outstanding capital stock of Kipling (the “Shares”). Pursuant to the Agreement, the Registrant purchased from the Selling Shareholder, and the Selling Shareholder sold to the Registrant, the Shares in exchange for (a) the assumption by the Registrant of all of the liabilities of the Company, (b) the Registrant expanding those certain Existing Anti-Dilution Rights (as such term is defined in the Agreement) held by the Selling Shareholder in the Registrant's Series B convertible preferred stock (the “ Series B Preferred”) post closing and (c) a nominal cash amount equal to the direct costs incurred by the Selling Shareholder in connection with the Agreement. In addition, and in a separate agreement with an individual, the Registrant issued an additional 2,000,000 shares in consideration of the individual’s surrender of his option, rights or other interests whatsoever to purchase any capital stock of Kipling Holdings, Inc. The Company has valued these 2,000,000 at $140,000.Xx. Connolly serves as CEO of the Registrant and therefore (i) the Registrant obtained a third party appraisal of Kipling which valued the required asset at Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) more than the liabilities assumed and (ii) the Registrant's other (disinterested) Board member and CFO reviewed and approved this affiliate transaction. Xx. Xxxxxxxx received no profit from this affiliate transaction. The Agreement had been subject to the written consent of Highgate House Funds, Ltd. (“ Highgate”), which the Company and Highgate reduced to writing effective as of September 30, 2006.

The unaudited pro forma balance sheet combines the historical balance sheets of the Company and Kipling as if the transaction had taken place on September 30, 2006. The unaudited pro forma statements of operations for the year ended December 31, 2005 and for the nine month period ended September 30, 2006 combine the historical statements of operations of the Company and Kipling as if the transaction had taken place at the beginning of each reporting period. The historical financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the transaction and (ii) factually supportable. In addition, with respect to the statements of operations, the pro forma events must be expected to have a continuing impact on the combined results.

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This information should be read in conjunction with (i) the accompanying notes to the unaudited pro forma financial statements, (ii) the Company’s separate historical audited financial statements as of and for the year ended December 31, 2005, included in its Annual Report on Form 10-KSB previously filed with the U.S. Securities and Exchange Commission ("SEC"), and (iii) the Company’s separate historical financial information as of and for the nine month period ended September 30, 2006, included in its Quarterly Report on Form 10-QSB previously filed with the SEC.

The unaudited pro forma financial information is presented for informational purposes only. The pro forma information is not necessarily indicative of what the financial position or results of operations actually would have been had the transaction been completed as of the date indicated. In addition, the unaudited pro forma financial information does not purport to project the future financial position or operating results of the Company after the transaction.

The pro forma adjustments are based on preliminary estimates, available information, and certain assumptions, all as more fully described in the notes to the unaudited pro forma financial statements, and may be revised as additional information becomes available.

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TURNAROUND PARTNERS, INC.

Formerly known as Emerge Capital Corp

UNAUDITED PRO FORMA BALANCE SHEET

SEPTEMBER 30, 2006

								Pro Forma Adjustments
		Turnaround Partners Inc.			Kipling Holdings, Inc.			Debit						Credit						Pro Forma Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	780,149		$	191,346		$	-					$	-					$	971,495
Restricted cash			98,452			-															98,452
Notes and accounts receivable - less reserve of $160,189			541,555			1,800															543,355
Investment in marketable securities			421,449			-															421,449
Intercompany receivable			(24,749	)		24,749															-
Due from affiliate			21,038			-															21,038
Prepaid expense and deferred financing costs			321,873			-															321,873
Total current assets			2,159,767			217,895															2,377,662
NONCURRENT ASSETS
Investment in real estate partnership and other investments			75,599			4,143,239															4,218,838
Unsecured note receivable			-			900,000															900,000
Deferred debenture costs			-			36,438															36,438
Fixed assets, net			75,817			-															75,817
TOTAL ASSETS		$	2,311,183		$	5,297,572														$	7,608,755
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	370,611		$	11,051									10,000			(a	)	$	391,662
Convertible debentures--net of $254,126 discount			1,586,612			-															1,586,612
Notes payable			105,114			-															105,114
Unearned income			449,305			-															449,305
Series C Preferred stock including associated paid in capital; liquidation preference of $381,000, redeemable at $1,500 per share at Company option, cumulative dividends of $120 per share per year, non-voting, par value $.01, 1,000 shares authorized,
254 shares issued and outstanding			224,977			-															224,977
Derivative liability			490,103			3,948,061															4,438,164
Total current liabilities			3,226,722			3,959,112															7,195,834
Convertible debentures--net of $3,920,513 discount			325,044			4,285,961															4,611,005
Note payable			196,434			-															196,434
Accrued interest payable			29,753			355,763															385,516
Total liabilities			3,777,953			8,600,836															12,388,789
COMMITMENTS AND CONTINGENCIES			-
SHAREHOLDERS' DEFICIT
Preferred Stock, par value $.01, 2,000,000 shares authorized:
Series A Convertible Preferred Stock, noncumulative, $.01 par value;
400,000 shares authorized; none issued			-																		-
Series B Convertible Preferred Stock, $.01 par value; 100,000 shares authorized; 6,666 shares issued and outstanding;no liquidation or redemption value			67																		67
Series D Convertible Preferred Stock, 100,000 shares authorized;
93,334 shares issued and outstanding; no liquidation or redemption value			933																		933
Common stock, $.001 par value; 900,000,000 shares authorized; 27,635,816 shares issued and outstanding			27,636			1,000			1,000			(a	)								27,636
Additional paid-in capital			583,741			9,000			9,000			(a	)		140,000			(b	)		723,741
Retained deficit			(2,079,147	)		(3,313,264	)		3,313,264			(c	)		3,313,264			(c	)		(5,532,411	)
			-			-			140,000			(b	)								-
Total shareholders' deficit			(1,466,770	)		(3,303,264	)														(4,780,034	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT		$	2,311,183		$	5,297,572														$	7,608,755

See Notes to the Unaudited Pro Forma Financial Statements

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TURNAROUND PARTNERS, INC.

Formerly known as Emerge Capital Corp

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2005

								Pro Forma Adjustments
		Turnaround Partners, Inc.			Kipling Holdings, Inc.			Debit						Credit			Pro Forma Combined
REVENUE
Discount income		$	153,108		$	-		$	-					$	-		$	153,108
Consulting revenue			183,000			-												183,000
Marketable securities gain			80,600			-												80,600
Fee income			174,900			-												174,900
TOTAL REVENUE			591,608			-												591,608
OPERATING EXPENSES
Salaries and benefits			516,496			13,450												529,946
Advertising			58,622			-												58,622
Business development, travel, and entertainment			134,465			6,478												140,943
Rent			71,819			-												71,819
Depreciation and amortization			20,232			-												20,232
Professional fees			366,754			12,831												379,585
Bad debt			78,787			-												78,787
General and administrative, other			99,548			294												99,842
Total expenses			1,346,723			33,053												1,379,776
OPERATING LOSS			(755,115	)		(33,053	)											(788,168	)
OTHER (INCOME) EXPENSE
Interest expense			192,543			61,869												254,412
Interest expense - derivatives			232,423			-												232,423
Other expense			43,014			500												43,514
Other income			(24,657	)		-												(24,657	)
Net change in fair value of derivative liability			108,357			16,477												124,834
Debt modification gain			(392,017	)		-												(392,017	)
Interest income			(36,909	)		(2,216	)											(39,125	)
Recovery of bad debts			(169,456	)		-												(169,456	)
Gain on sale of property			(28,625	)		-												(28,625	)
Merger expense			3,434,943			-			140,000			(b	)					3,574,943
Interest income from investment in partnership			-			(2,139	)											(2,139	)
Total other expense			3,359,616			74,491												3,574,107
LOSS BEFORE TAX			(4,114,731	)		(107,544	)											(4,362,275	)
Current income tax benefit			50,570			-												50,570
NET LOSS FROM CONTINUING OPERATIONS			(4,064,161	)		(107,544	)											(4,311,705	)
Loss from discontinued operations			(157,082	)		-												(157,082	)
NET LOSS			(4,221,243	)		(107,544	)											(4,468,787	)
Preferred dividends paid			(60,196	)		(1,000	)											(61,196	)
LOSS APPLICABLE TO COMMON SHARES		$	(4,281,439	)	$	(108,544	)										$	(4,529,983	)
Basic and diluted loss per share:
Loss from continuing operations		$	(0.20	)													$	(0.22	)
Loss from discontinued operations			(0.01	)														(0.01	)
		$	(0.21	)													$	(0.22	)
Weighted average common shares outstanding -
basic and diluted			20,863,605															20,863,605

See Notes to the Unaudited Pro Forma Financial Statements

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TURNAROUND PARTNERS, INC.

Formerly known as Emerge Capital Corp

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

								Pro Forma Adjustments
		Turnaround Partners, Inc.			Kipling Holdings, Inc.			Debit						Credit						Pro Forma Combined
REVENUE
Discount income		$	10,425		$	-		$	-					$	-					$	10,425
Consulting revenue			666,194			-															666,194
Marketable securities gain			228,111			-															228,111
Fee income			168,800			-															168,800
TOTAL REVENUE			1,073,530			-														$	1,073,530
OPERATING EXPENSES
General and administrative (includes $3,000 from
parent company			1,794,610			167,798			3,000			(d	)		(3,000	)		(d	)		1,962,408
OPERATING LOSS			(721,080	)		(167,798	)														(888,878	)
OTHER (INCOME) EXPENSE
Interest expense			-			632,385															632,385
Interest expense - Prefered Series C stock			20,451			-															20,451
Net loss on investment in partnership			-			101,075															101,075
Other income, net			(58,498	)		-															(58,498	)
Net change in fair value of derivative liability			(177,962	)		2,276,554															2,098,592
Debt extinguishment			(94,365	)		-															(94,365	)
Interest income			-			(27,592	)														(27,592	)
Net premium on redemption of preferred stock			-			49,500															49,500
Gain on sale of subsidiary			(3,042,406	)		-															(3,042,406	)
Merger expense			-			-			140,000			(b	)								140,000
Total other (income) expense			(3,352,780	)		3,031,922															(180,858	)
INCOME (LOSS) FROM CONTINUING OPERATIONS			2,631,700			(3,199,720	)														(708,020	)
Loss from discontinued operations			(4,687	)		-															(4,687	)
NET INCOME (LOSS)			2,627,013			(3,199,720	)														(712,707	)
Preferred dividends paid			4,554			5,000															9,554
INCOME (LOSS) APPLICABLE TO COMMON SHARES		$	2,631,567		$	(3,204,720	)													$	(722,261	)
Basic and diluted income (loss) per share:
Income (loss) from continuing operations		$	0.11																	$	(0.03	)
Income (loss) from discontinued operations			-																		(0.00	)
		$	0.11																	$	(0.03	)
Weighted average common shares outstanding -
basic and diluted			24,650,010																		24,650,010

Notes to the Unaudited Pro Forma Financial Statements

(a) To record payment due the shareholder of Kipling Holdings, Inc.

(b) To record merger costs resulting from issuance of stock for the acqusition of Kipling Holdings, Inc.

(c) To eliminate the retained deficit of Kipling Holdings, Inc. and to record the deemed distibution to the shareholder of Kipling Holdings, Inc.

(d) Elimination of general and administrative expenses paid by Turnaround Partners, Inc. and allocated to Kipling Holdings, Inc.

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