UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  Form 10-KSB/A
                                  FIRST AMEMDED


        [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2005


        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

         For the transition period from ______________ to ______________

                         Commission File No.: 000-32757

                           Foresight Specialists, Inc.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

            Nevada                                             86-1024853
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


          10135 E. Via Linda Road, Suite D-224A, Scottsdale, AZ, 85260
          -----------------------------------------------------------
          (Address, including zip code, of principal executive offices)

               8776 East Shea, Suite B3A323, Scottsdale, AZ 85260
          ------------------------------------------------------------
      (Former Address, including zip code, of principal executive offices)

                    Issuer's telephone number: 602-821-6492

      Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, Par Value $.001 Per Share
                    ----------------------------------------
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. [ X ]Yes [ ]No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ X ]

                                       1
<PAGE>

State issuer's revenues for its most recent fiscal year. $ 0

As of December 31, 2005, we had 1,000,000  shares of our $0.001 par value common
stock  issued  and  outstanding.  As there is no public  trading  market for our
securities,  we are unable to determine the aggregate market value of the common
stock, our only class of voting stock, held by nonaffiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

Transitional Small Business Disclosure Form (Check one): Yes [ ] No [X]

To simplify  the language in this Form 10-KSB,  Foresight  Specialists,  Inc. is
referred to herein as the "Company" or "We."


                                       2
<PAGE>


                              TABLE OF CONTENTS
                                                                            Page
Part I

ITEM 1.  DESCRIPTION OF BUSINESS ............................................  4
                The Company .................................................  4
                Business of the Company .....................................  4
                Employees ...................................................  4
ITEM 2  DESCRIPTION OF PROPERTIES ...........................................  4
ITEM 3  LEGAL PROCEEDINGS ...................................................  4
ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS .............  4
ITEM 5  MARKET FOR  REGISTRANT'S  COMMON EQUITY & RELATED  STOCKHOLDER
        MATTERS .............................................................  4
                Market ......................................................  4
                Holders .....................................................  4
                Dividends ...................................................  5
ITEM 6  MANAGEMENT'S  DISCUSSION & ANALYSIS OF FINANCIAL  CONDITION &
        RESULTS OF OPERATION ................................................  5
                Plan of Operation ...........................................  5
                Forward-Looking Statements ..................................  5
ITEM 7  FINANCIAL STATEMENTS ................................................  6
ITEM 8  CHANGES IN &  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING &
        FINANCIAL DISCLOSURE ................................................ 14

Part II

ITEM 9  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS & CONTROL PERSONS,
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ................... 15
                The Directors and Officers of the Company ................... 15
                Compliance with Section 16(a) of the Exchange Act ........... 15
ITEM 10 EXECUTIVE COMPENSATION .............................................. 15
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT ........ 15
                Security Ownership of Beneficial Owners ..................... 16
                Security Ownership of Management ............................ 16
ITEM 12 CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS ........................ 16
ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K .................................... 16
                Exhibits .................................................... 16
                Reports on Form 8-K ......................................... 16
SIGNATURES .................................................................. 17
                                       3
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

                                   The Company

Foresight  Specialists,  Inc. (the "Company") is a Nevada  corporation formed on
July 16, 1998. Its principal  place of business is located at 10135 E. Via Linda
Road, Suite D-224A,  Scottsdale,  AZ, 85260. The Company was organized to engage
in any lawful corporate business, including but not limited to, participating in
mergers with, and the acquisitions of, other companies.  The Company has been in
the  developmental  stage since its inception and has no operating history other
than organizational matters.

                            Business of the Company

The  primary  activity of the Company  currently  involves  seeking a company or
companies  that it can  acquire or with whom it can merge.  The  Company has not
selected  any company as an  acquisition  target or merger  partner and does not
intend to limit potential  candidates to any particular  field or industry,  but
does retain the right to limit  candidates,  if it so chooses,  to a  particular
field or industry. The Company's plans are in the conceptual stage only.


                                    Employees

The Company's only employees at the present time are its officers and directors,
who will devote as much time as he determines necessary to carry out the affairs
of the Company.

ITEM 2. DESCRIPTION OF PROPERTIES

The Company has no significant assets, property, or operating capital.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to, nor are any of its properties the subject of, any
pending legal proceedings and no such proceedings are known to the Company to be
threatened or contemplated by or against it.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS

No matter was  submitted  to a vote of the  security  holders  during the fourth
quarter of the fiscal year covered by this report.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY & RELATED STOCKHOLDER MATTERS

                                     Market

To the knowledge of current  management,  there is no public  trading market for
the Company's common stock

                                     Holders

At  December  31,  2005,  there were  approximately  37 holders of record of the
Company's common stock.

                                       4
<PAGE>

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY & RELATED  STOCKHOLDER  MATTERS -
continued

Dividends

The Company has not declared any cash dividends within the past two years of its
common stock, nor does the Company anticipate or contemplate paying dividends in
the foreseeable future.

ITEM 6. MANAGEMENT'S  DISCUSSION & ANALYSIS OF FINANCIAL  CONDITION & RESULTS OF
OPERATION

                                Plan of Operation

The Company's plan is to seek, investigate,  and if such investigation warrants,
acquire an interest in one or more  business  opportunities  presented  to it by
persons  or  firms  desiring  the  perceived   advantages  of  a  publicly  held
corporation.  At this  time,  the  Company  has no  plan,  proposal,  agreement,
understanding,  or arrangement to acquire or merge with any specific business or
company, and the Company has not identified any specific business or company for
investigation  and  evaluation.  No member of  Management or any promoter of the
Company,  or an affiliate of either,  has had any material  discussions with any
other company with respect to any acquisition of that company.  The Company will
not restrict  its search to any specific  business,  industry,  or  geographical
location,  and may  participate  in business  ventures of virtually  any kind or
nature.  Discussion of the proposed  business  under this caption and throughout
this Financial  Statement is  purposefully  general and is not meant to restrict
the  Company's  virtually  unlimited  discretion  to search for and enter into a
business combination.

                           Forward-Looking Statements

This  statement  includes  projections  of future  results and  "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of 1933
as amended (the "Securities  Act"),  and Section 21E of the Securities  Exchange
Act of 1934 as amended (the "Exchange Act"). All statements that are included in
this  Financial  Statement,  other  than  statements  of  historical  fact,  are
forward-looking  statements.  Although Management believes that the expectations
reflected in these  forward-looking  statements are  reasonable,  it can give no
assurance  that such  expectations  will prove to have been  correct.  Important
factors  that  could  cause  actual  results  to  differ   materially  from  the
expectations are disclosed in this Statement,  including, without limitation, in
conjunction with those forward-looking statements contained in this Statement.


                                       5
<PAGE>

ITEM 7. FINANCIAL STATEMENTS




                           FORESIGHT SPECIALISTS, INC.
                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

                                TABLE OF CONTENTS


                                                                         PAGE

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM ........................ F-1

BALANCE SHEET ........................................................... F-2

STATEMENTS OF OPERATIONS ................................................ F-3

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)............................. F-4

STATEMENTS OF CASH FLOWS ................................................ F-5

NOTES TO FINANCIAL STATEMENTS ........................................... F-6

                                       6
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
FORESIGHT SPECIALISTS, INC.
Kamloops, B.C. Canada

We have audited the accompanying balance sheet of Foresight Specialists, Inc. (a
Nevada  development  stage  company) as of December  31,  2005,  and the related
statements of operations,  stockholders'  equity  (deficit),  and cash flows for
each of the years in the two year period ended  December  31, 2005,  and for the
period from July 16, 1998  (inception)  to December  31, 2005.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Foresight Specialists, Inc., as
of December 31, 2005,  and the results of its  operations and its cash flows for
each of the years in the two year period ended  December  31, 2005,  and for the
period from July 16, 1998  (inception) to December 31, 2005, in conformity  with
accounting principles generally accepted in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the  Company  is in the  development  stage  and has not  commenced
operations.  Its ability to continue as a going  concern is  dependent  upon its
ability to develop  additional  sources of capital,  and/or  achieve  profitable
operations.  These  conditions  raise  substantial  doubt  about its  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


Braverman International, P.C.
Prescott, Arizona
March 13, 2006


                                      F-1

                                       7
<PAGE>

                           FORESIGHT SPECIALISTS, INC
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                  BALANCE SHEET
                                December 31, 2005


                                     ASSETS
                                    --------

 CURRENT ASSETS                                                        $   --
                                                                       ========



                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES

       Accounts payable, Officers                                      $ 33,128
                                                                       --------

       Total Current Liabilities                                         33,128
                                                                       --------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, par value $.001, 25,000,000
  shares authorized, 1,000,000 issued and
  outstanding                                                             1,000
Paid in capital                                                           1,800
(Deficit) accumulated during the development stage                      (35,928)
                                                                       --------


Total Stockholders' Equity (Deficit)                                    (33,128)
                                                                       --------

                                                                        $   --
                                                                       ========


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-2

                                       8
<PAGE>

                           FORESIGHT SPECIALISTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF OPERATIONS



                                                                     Cumulative
                                                                        from
                                                                       July 16,
                                                                        1998
                                                                     (Inception)
                                       Years Ended December 31,          to
                                      --------------------------    December 31,
                                          2005           2004           2005
                                      -----------    -----------    -----------

REVENUES                              $      --      $      --      $      --
                                      -----------    -----------    -----------

EXPENSES
   General and administrative               6,590          6,605         35,928
                                      -----------    -----------    -----------

   Total expenses                           6,590          6,605         35,928
                                      -----------    -----------    -----------

NET (LOSS)                            $    (6,590)   $    (6,605)   $   (35,928)
                                      ===========    ===========    ===========

NET (LOSS) PER SHARE                  $     (0.01)   $     (0.01)
                                      ===========    ===========

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING             1,000,000      1,000,000
                                      ===========    ===========


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-3

                                       9
<PAGE>

                           FORESIGHT SPECIALISTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                  STATEMENTS OF
                              STOCKHOLDERS' EQUITY
                                    (DEFICIT)


<TABLE>
<CAPTION>
                                                                                  (Deficit)
                                                                                 Accumulated
                                           Common Stock                          During the
                               -----------------------------      Paid-in        Development
                                   Shares           Amount        Capital           Stage             Total
                               -------------   -------------   -------------    -------------    -------------
<S>                                  <C>              <C>             <C>              <C>              <C>
Balances, at inception                  --     $        --     $        --      $        --      $        --
July 16, 1998:
Proceeds from sale of common
  stock at $.01 per share            200,000             200           1,800             --              2,000
Proceeds from sale of common
  stock at par value $.001           800,000             800            --               --                800
  Net (loss) for the period             --              --              --             (2,385)          (2,385)
                               -------------   -------------   -------------    -------------    -------------

Balances, December 31, 1998        1,000,000           1,000           1,800           (2,385)             415
  Net (loss) for the year               --              --              --             (2,985)          (2,985)
                               -------------   -------------   -------------    -------------    -------------

Balances, December 31, 1999        1,000,000           1,000           1,800           (5,370)          (2,570)
  Net (loss) for the year               --              --              --             (2,985)          (2,985)
                               -------------   -------------   -------------    -------------    -------------

Balances, December 31, 2000        1,000,000           1,000           1,800           (8,355)          (5,555)
  Net (loss) for the year               --              --              --             (5,685)          (5,685)
                               -------------   -------------   -------------    -------------    -------------

Balances, December 31, 2001        1,000,000           1,000           1,800          (14,040)         (11,240)
  Net (loss) for the year               --              --              --             (4,335)          (4,335)
                               -------------   -------------   -------------    -------------    -------------

Balances, December 31, 2002        1,000,000           1,000           1,800          (18,375)         (15,575)
  Net (loss) for the year               --              --              --             (4,358)          (4,358)
                               -------------   -------------   -------------    -------------    -------------

Balances, December 31, 2003        1,000,000           1,000           1,800          (22,733)         (19,933)
  Net (loss) for the year               --              --              --             (6,605)          (6,605)
                               -------------   -------------   -------------    -------------    -------------

Balances, December 31, 2004        1,000,000           1,000           1,800          (29,338)         (26,538)

  Net (loss) for the year               --              --              --             (6,590)          (6,590)
                               -------------   -------------   -------------    -------------    -------------

Balances, December 31, 2005        1,000,000   $       1,000   $       1,800    $     (35,928)   $     (33,128)
                               =============   =============   =============    =============    =============
</TABLE>



                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-4

                                       10
<PAGE>

                           FORESIGHT SPECIALISTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF CASH FLOWS


                                                                  Cumulative
                                                                      from
                                                                    July 16,
                                                                      1998
                                                                  (Inception)
                                        Years Ended December 31       to
                                        ----------------------    December 31,
                                            2005        2004          2005
                                        ----------    --------    ------------

OPERATING ACTIVITIES
         Net (loss) from operations     $   (6,590)   $ (6,605)   $    (35,928)
                                        ----------    --------    ------------

NET CASH (USED BY) OPERATING ACTIVITIES     (6,590)     (6,605)        (35,928)
                                        ----------    --------    ------------

FINANCING ACTIVITIES
     Shareholder advances                    6,590       6,605          33,128
     Proceeds from sale of common stock       --          --             2,800
                                        ----------    --------    ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES    6,590       6,605          35,928
                                        ----------    --------    ------------

NET INCREASE IN CASH                          --          --              --

CASH, BEGINNING OF PERIOD                     --          --              --
                                        ----------    --------    ------------

CASH, END OF PERIOD                     $     --      $   --      $       --
                                        ==========    ========    ============



                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-5

                                       11
<PAGE>

                           FORESIGHT SPECIALISTS, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History

Foresight  Specialists,  Inc.  (the  Company),  is in the  development  stage as
defined in Financial  Accounting Standards Board Statement No. 7. It is a Nevada
corporation,  formed July 16, 1998. Since inception it has had no operations and
is a reporting company. The Company's year-end is December 31.

Going Concern

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in the normal  course of  business.  The  Company's  ability to
continue in existence is dependent on its ability to develop  additional sources
of capital,  locate and merge with a  profitable  merger  candidate,  or achieve
profitable  operations.   Management's  plan  is  to  pursue  a  stock  exchange
transaction with a viable entity. The accompanying  financial  statements do not
include  any   adjustments   that  might   result  from  the  outcome  of  these
uncertainties.

Income Taxes

Income taxes in are provided for using the  liability  method of  accounting.  A
deferred  tax asset or  liability  is  recorded  for all  temporary  differences
between financial and tax reporting. Deferred tax expense (benefit) results from
the net change during the year of deferred tax assets and liabilities. Valuation
allowances are  established  when necessary to reduce deferred tax assets to the
amount  expected to more likely than not be realized in future tax returns.  Tax
law and rate  changes are  reflected  in income in the period  such  changes are
enacted.

Earnings (loss) Per Common Share

Loss per common share has been calculated based upon the weighted average number
of common shares  outstanding during the period in accordance with the Statement
of Financial  Accounting  Standards Statement No. 128, "Earnings per Share". For
loss per share and financial  presentation purposes, all shares outstanding were
considered issued at inception of the Company.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  the disclosure of contingent assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  periods.  Actual results could differ from those estimates
and assumptions.

                                       F-6

                                       12
<PAGE>


NOTE 2 - OPERATING EXPENSES

Operating  expenses since inception  include amounts incurred by the Company for
management  services,  incorporation  and annual charter fees,  office expenses,
filing fees,  resident  agent and  auditing and review  services at the lower of
cost or fair value.  Since the Company has never maintained a bank account,  all
such expenses  incurred to December 31, 2005, of $33,128,  have either been paid
by or are attributed to the father of one of the principal  shareholder's of the
Company,  less the proceeds the father  received  from the sale of the 1,000,000
shares of the Company's common stock of $2,800.


NOTE 3 - INCOME TAXES

Deferred tax assets for income taxes as of December 31, 2005,  of  approximately
$3,136 were  reduced to zero,  after  considering  the  valuation  allowance  of
$3,136, since there is no assurance of future taxable income. As of December 31,
2005, there was also a net operating loss carryforward of approximately $15,678,
which expires from 2019 through 2025, if unused. The following is an analysis of
deferred tax assets as of December 31, 2005:

                                             Deferred     Valuation
                                            Tax Assets    Allowance    Balance
                                            ----------    ---------    --------
Deferred tax assets at December 31, 2004     $ 2,358      $( 2,358)    $  -0-

Additions for the year                           778          (778)       -0-
                                            ----------    ---------    --------
Deferred tax assets at December 31, 2005     $ 3,136       $(3,136)    $  -0-
                                            ==========    =========    ========

The following is reconciliation  from the expected  statutory federal income tax
rate to the Company's actual income tax rate for the years ended December 31:

                                                            2005         2004
Expected income tax (benefit) at                         ---------    ---------
   federal statutory tax rate -20%                        $( 1,318)    $( 1,321)
Permanent differences                                          540          540
Valuation allowance                                            778          781
                                                         ---------    ---------
Actual income tax (benefit)                                $   -0-       $  -0-
                                                         =========    =========


NOTE 4 -  COMMITMENTS AND CONTINGENCIES

     No income tax  returns  have been filed since  inception,  nor is there any
income tax liability associated with such returns.

                                       F-7

                                       13
<PAGE>


NOTE 5 - THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

SFAS 123 (R)
In December  2004,  the FASB issued SFAS No. 123  (revised  2004),  "Share-Based
Payment."  SFAS  No.  123R  replaced  SFAS  No.  123 and  superseded  Accounting
Principles Board Opinion No. 25. SFAS No. 123R will require  compensation  costs
related to share-based  payment  transactions  to be recognized in the financial
statements.  The effective date of SFAS No. 123R is the first  reporting  period
beginning after June 15, 2005.

On April 14, 2005, the Securities and Exchange Commission issued an announcement
amending the compliance dates for the FASB's SFAS 123R that addresses accounting
for equity based  compensation  arrangements.  Under SFAS 123R registrants would
have been  required to implement  the standard as of the  beginning of the first
interim or annual period that begins after June 15, 2005. The  Commission's  new
rule will allow  companies to implement  SFAS 123R at the  beginning of the next
fiscal year after June 15, 2005. The adoption of his pronouncement had no effect
on the accompanying financial statements as of December 31, 2005.

                                      F-8

ITEM 8. CHANGES IN &  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING & FINANCIAL
DISCLOSURE

The  Company is not aware,  and has not been  advised  by its  auditors,  of any
disagreement  on any matter of accounting  principles  or  practices,  financial
statement disclosures, or auditing scope or procedure.


ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As required under the Exchange
Act, Rule 13a-15(b), our management, including our President and Chief Financial
Officer,  carried  out an  evaluation  of the  effectiveness  of the  design and
operation  of our  "disclosure  controls  and  procedures"  as of the end of the
period  covered by this  report.  As  defined  under the  Exchange  Act in Rules
13a-15(e) and  15d-15(e),  disclosure  controls and  procedures are controls and
other  procedures  of our company that are  designed to ensure that  information
required to be  disclosed  by our company in the reports we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms. Due to the limited operations of
the company and the nature of our  business  this process is  relatively  simple
although we do ensure  compliance.  Our  President is currently  the only active
participant in the company therefore and information required to be disclosed is
known and recorded immediately.  There is no communication needed from employees
as there are none. We rely on quarterly  evaluations as to our disclosure policy
and retain  legal  personnel  as  consultants  in  overseeing  the  accuracy and
timeliness of our periodic reports.

Based  on this  evaluation,  our  President  has made  the  conclusion  that our
disclosure  procedures  and controls were  effective as of the end of the period
covered by this report.  Having said this,  no matter what the system of control
is, it can only provide  reasonable  assurance and not absolute  assurance as to
the system  requirements.  These  controls were  designed to provide  reasonable
assurance as to the timeliness and adequacy of the  information  required within
the Forms of the SEC.

Changes in Internal  Control over  Financial  Reporting.  During our most recent
fiscal  quarter,  concluding  the end fiscal year,  there were no changes in our
internal control over financial reporting that have materially affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


                                       14
<PAGE>

                                     PART II

ITEM 9. DIRECTORS,  EXECUTIVE OFFICERS,  PROMOTERS & CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

The Directors and Officers of the Company are as follows:

Name                       Age                      Positions and Offices Held
----------------           ---                      --------------------------
Kevin Ericksteen           31                       Director/President

Deanna Olson               34                       Secretary, Treasurer and
                                                    Director


Kevin  Ericksteen  has been  President  and Director  since January 12, 1999. He
attended  University of San Diego Law School and holds a Bachelor of Arts degree
from Arizona  State  University  in Tempe,  Arizona.  As  Consultant at Palamesa
Investments in Kamloops,  British  Columbia,  Mr.  Ericksteen  analyzed business
opportunities,  focusing on real estate  feasibility  as well as various  chosen
projects.  As Manager of Ericksteen  Consulting LLC., his work includes analysis
and  evaluation  of  emerging  companies'  business  plans and models as well as
determining  valuation of prospective  companies  wishing to obtain listing on a
public exchange.

Deanna Olson has been  Secretary and Director  since January 12, 1999. Ms. Olson
attended  University College of the Cariboo in Kamloops,  British Columbia.  For
the last five years she has worked as an  administrative  assistant  for various
publicly and privately held companies.

         Compliance with section 16(a) of the Exchange Act

The  company  does  have a class of equity  securities  registered  pursuant  to
Section 12 of the Exchange Act. The company is in compliant at this time.


ITEM 10. EXECUTIVE COMPENSATION

During the last fiscal  year,  the  Company's  officers  and  directors  did not
receive any salary, wage or other compensation.  During the current fiscal year,
the Company has no present  plans or means to pay  compensation  to its officers
and directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT

As of December 31, 2005, there were 1,000,000 shares of our common stock,  $.001
par value  outstanding.  The following  tabulates holdings of our shares by each
person who,  subject to the above,  at the date of this  registration,  holds of
record or is known by our management to own  beneficially  more than 5.0% of the
common  shares  and,  in  addition,   by  all  of  our  directors  and  officers
individually and as a group. To the best of our knowledge, each named beneficial
owner has sole voting and investment  power with respect to the shares set forth
opposite his name.

                                       15
<PAGE>

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS &  MANAGEMENT  -
continued

Security Ownership of Beneficial Owners:
----------------------------------------

Beneficial Owner    Class    Amount     Nature of Ownership   Percentage
----------------    -----    ------     -------------------   ------------
Kevin Ericksteen    Common   400,000    Direct                40 %

Deanna Olson        Common   400,000    Direct                40 %

--------------------------------------------------------------------------------
TOTAL
Common Shares:               800,000

Security Ownership of Management:
---------------------------------

Beneficial Owner    Class    Amount     Nature of Ownership   Percentage
----------------    -----    ------     -------------------   ------------
Kevin Ericksteen    Common   400,000    Direct                40 %
Director/President

Deanna Olson        Common   400,000    Direct                40 %
Secretary/Treasurer

--------------------------------------------------------------------------------
TOTAL
Common Shares:               800,000

ITEM 12. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

None

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


     (a) Exhibits

EXHIBIT
NUMBER   DESCRIPTION
-------  -----------
10.1     Articles of Incorporation*
10.2     Bylaws*

*    Incorporated  by Reference on Form 10SB12G filed May 15, 2001,  and amended
     on May 24, 2001.

31.1 Certificate of CEO as Required by Rule 13a-14(a)/15d-14
31.2 Certificate of CFO as Required by Rule 13a-14(a)/15d-14
32.1 Certificate of CEO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR
     240.15d-14(b))  and  Section  1350 of  Chapter 63 of Title 18 of the United
     States Code
32.1 Certificate of CFO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR
     240.15d-14(b))  and  Section  1350 of  Chapter 63 of Title 18 of the United
     States Code

     (b) Reports on Form 8-K
         None

                                       16
<PAGE>


ITEM 14. PRINCIPLE ACCOUNTANT FEES AND SERVICES

During fiscal year ended December 31, 2005, we incurred $ 2516.66 in fees to our
principal   independent   accountant  for  professional   services  rendered  in
connection  with the audit of our  financial  statements  for fiscal  year ended
December  31,  2005  and for the  review  of our  financial  statements  for the
quarters ended March 31, 2005, June 30, 2005 and September 30, 2005.

During fiscal year ended December 31, 2004, we incurred  approximately $2,800 in
fees to our principal independent  accountant for professional services rendered
in connection  with the audit of our financial  statements for fiscal year ended
December  31,  2004  and for the  review  of our  financial  statements  for the
quarters ended March 31, 2004, June 30, 2004 and September 30, 2004.

During fiscal year ended  December 31, 2005, we did not incur any other fees for
professional services rendered by our principal  independent  accountant for all
other non-audit  services which may include,  but is not limited to, tax-related
services, actuarial services or valuation services.

                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned thereunder duly authorized.

Foresight Specialists, Inc.


Dated: May 11, 2006


By: /s/ Kevin Ericksteen
    ---------------------
        Kevin Ericksteen
        President

By: /s/ Deanna Olson
    ---------------------
        Deanna Olson
        Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following  persons on behalf of the Registrant and in the
capacities and on the dates indicated.


Dated: May 11, 2006


By: /s/ Kevin Ericksteen
    ---------------------
        Kevin Ericksteen
        Director

By: /s/ Deanna Olson
    ---------------------
        Deanna Olson
        Director

                                       17
<PAGE>