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

                                 FORM 10-KSB/A

                                Amendment No. 1

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

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED:     DECEMBER 31, 2005
                       COMMISSION FILE NUMBER:   000-51045


                          VOORHEES ACQUISITION CORP.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                                   Not applicable
--------------------------------          -------------------------------------
  State or other jurisdiction             I.R.S. Employer Identification Number
of incorporation or organization


                         c/o S.W. Consulting Co., Inc.
                       100 Garden City Plaza, Suite 500
                          Garden City, New York 11530
               -------------------------------------------------
               (Address of principal executive office)(Zip Code)

                                (516) 663-0509
               ------------------------------------------------
               (Issuer's Telephone Number, Including Area Code)

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

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

                        Common Stock, $.0001 par value
                        ------------------------------
                               (Title of Class)



Indicate  by  check  mark  whether  the  registrant  (a)  has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange  Act of
1934  during  the  preceding  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. Yes [x]   No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.  Yes [x]   No [ ]

Indicate by check mark if disclosure of delinquent  filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not  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. [ ]

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

State the aggregate  market  value  of  the voting and non-voting common equity
held by non-affiliates computed by reference  to  the price at which the common
equity was sold, or the average bid and asked price  of  such common equity, as
of a specified date within the past 60 days: None

The  number  of  shares  of  common  stock,  $0.0001 par value, outstanding  on
December 31, 2005, was 11,480,000 shares of common stock.

Transitional Small Business Disclosure format (Check one): Yes [ ]   No [x]


                                    PART I

ITEM 1  DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

        Voorhees Acquisition Corp. (referred to  herein as the "Company" or the
"Issuer")  was incorporated in the State of Delaware  on  May  6,  2004.  Until
February 1, 2005, the sole stockholder, director and officer of the Company was
William Tay.  All  of the Company's outstanding stock was sold by Mr. Tay as of
February 1, 2005 to  SW  Consulting Co., Inc. As of the date of this report, SW
Consulting Co., Inc. is the sole stockholder of the Company.

BUSINESS OF ISSUER

        The Company was formed  as  a  blank  check  company for the purpose of
seeking to complete a merger or business acquisition transaction.  We  have not
been  involved  in any bankruptcy, receivership or similar proceeding. We  have
not been involved  in  any  material reclassification, merger consolidation, or
purchase or sale of significant  amount of assets not in the ordinary course of
business.

        We registered our common stock  on  a Form 10-SB registration statement
filed pursuant to the Securities Exchange Act  of 1934 (the "Exchange Act") and
Rule  12(g)  thereof.  We  file  with the Securities  and  Exchange  Commission
periodic and episodic reports under  Rule  13(a) of the Exchange Act, including
quarterly reports on Form 10-QSB and annual reports on Form 10-KSB.

        We will attempt to locate and negotiate  with a business entity for the
merger of a target business into the Company. In certain  instances,  a  target
business  may  wish  to  become  a  subsidiary  of  the  Company or may wish to
contribute assets to the Company rather than merge. No assurances  can be given
that we will be successful in locating or negotiating with any target business.

        Management  believes  that  there  are  perceived  benefits to being  a
reporting  company  with  a  class  of  publicly-traded securities.  These  are
commonly thought to include (1) the ability  to  use  registered  securities to
make  acquisition  of  assets  or businesses; (2) increased visibility  in  the
financial  community;  (3)  the  facilitation   of   borrowing  from  financial
institutions; (4) improved trading efficiency; (5) stockholder  liquidity;  (6)
greater ease in subsequently raising capital; (7) compensation of key employees
through  stock options; (8) enhanced corporate image; and (9) a presence in the
United States capital market.

        A  business  entity,  if  any,  which  may  be interested in a business
combination with us may include (1) a company for which  a  primary  purpose of
becoming  public is the use of its securities for the acquisition of assets  or
businesses;  (2)  a  company  which  is  unable  to  find an underwriter of its
securities  or  is  unable  to  find  an  underwriter  of securities  on  terms
acceptable  to  it;  (3)  a  company  which wishes to become public  with  less
dilution of its common stock than would  occur  normally  upon an underwriting;
(4) a company which believes that it will be able to obtain  investment capital
on more favorable terms after it has become public; (5) a foreign company which
may wish to gain an initial entry into the United States securities market; (6)
a  special  situation  company,  such as a company seeking a public  market  to
satisfy redemption requirements under  a  qualified Employee Stock Option Plan;
or  (7)  a  company  seeking one or more of the  other  perceived  benefits  of
becoming a public company.

        Management is  actively  engaged  in  seeking  a qualified company as a
candidate  for  a  business  combination. We are authorized  to  enter  into  a
definitive agreement with a wide variety of businesses without limitation as to
their industry or revenues. It  is  not  possible  at this time to predict with
which company, if any, we will enter into a definitive  agreement  or what will
be  the  industry,  operating  history,  revenues,  future  prospects  or other
characteristics of that company.

        We  may  seek  a business opportunity with entities which have recently
commenced operations, or  which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service,  or  for  other  corporate  purposes.  We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

        Our  management,  which  in  all  likelihood will not be experienced in
matters relating to the business of a target  business,  will rely upon its own
efforts in accomplishing our business purposes.

        The analysis of new business opportunities will be  undertaken  by,  or
under  the  supervision  of our officer and director, who is not a professional
business analyst. In analyzing  prospective  business opportunities, management
may consider such matters as:

        - the available technical, financial and managerial resources;
        - working capital and other financial requirements; history of
          operations, if any;
        - prospects for the future;
        - nature of present and expected competition;
        - the quality and experience of management services which may be
          available and the depth of that management;
        - the potential for further research, development, or
          exploration;
        - specific risk factors not now foreseeable but which then may be
          anticipated to impact our proposed activities;
        - the potential for growth or expansion;
        - the potential for profit;
        - the perceived public recognition or acceptance of products,
          services, or trades; name identification and;
        - other relevant factors.

        Management  does  not have the capacity  to  conduct  as  extensive  an
investigation of a target business  as might be undertaken by a venture capital
fund or similar institution. As a result,  management may elect to merge with a
target business which has one or more undiscovered  shortcomings  and  may,  if
given  the  choice  to  select  among  target businesses, fail to enter into an
agreement with the most investment-worthy target business.

        Following a business combination  we  may  benefit from the services of
others  in  regard to accounting, legal services, underwritings  and  corporate
public relations.  If  requested by a target business, management may recommend
one or more underwriters,  financial  advisors,  accountants,  public relations
firms or other consultants to provide such services.

        A potential target business may have an agreement with a  consultant or
advisor,  providing  that  services  of  the consultant or advisor be continued
after  any  business  combination.  Additionally,  a  target  business  may  be
presented to us only on the condition  that  the  services  of  a consultant or
advisor be continued after a merger or acquisition. Such preexisting agreements
of  target  businesses  for  the  continuation  of  the  services of attorneys,
accountants, advisors or consultants could be a factor in  the  selection  of a
target business.

        In  implementing  a structure for a particular business acquisition, we
may become a party to a merger,  consolidation,  reorganization, joint venture,
or licensing agreement with another corporation or  entity. We may also acquire
stock or assets of an existing business. On the consummation  of a transaction,
it is likely that our present management and stockholder will no  longer  be in
our  control. In addition, it is likely that our officer and director will,  as
part of the terms of the acquisition transaction, resign and be replaced by one
or more new officers and directors.

        It is anticipated that any securities issued in any such reorganization
would  be  issued in reliance upon exemption from registration under applicable
federal and  state  securities  laws.  In  some  circumstances  however,  as  a
negotiated  element  of its transaction, we may agree to register all or a part
of such securities immediately  after  the  transaction  is  consummated  or at
specified times thereafter. If such registration occurs, of which there can  be
no  assurance,  it  will  be  undertaken  by the surviving entity after we have
entered  into an agreement for a business combination  or  have  consummated  a
business combination and we are no longer considered a blank check company. The
issuance of  additional  securities  and  their potential sale into any trading
market which may develop in our securities  may depress the market value of our
securities  in  the future if such a market develops,  of  which  there  is  no
assurance.

        While the  terms  of  a business transaction to which we may be a party
cannot  be  predicted,  it  is  expected  that  the  parties  to  the  business
transaction will desire to avoid  the  creation  of a taxable event and thereby
structure the acquisition in a tax-free reorganization  under  Sections  351 or
368 of the Internal Revenue Code of 1986, as amended.

        With  respect  to  any merger or acquisition negotiations with a target
business, management expects  to  focus  on the percentage of the Company which
target business stockholder would acquire  in  exchange for their shareholdings
in  the  target  business.  Depending  upon,  among other  things,  the  target
business's assets and liabilities, our stockholder  will in all likelihood hold
a substantially lesser percentage ownership interest  in  the Company following
any  merger or acquisition. Any merger or acquisition effected  by  us  can  be
expected to have a significant dilutive effect on the percentage of shares held
by our stockholder at such time.

        No  assurances  can  be  given  that  we  will  be able to enter into a
business combination, as to the terms of a business combination,  or  as to the
nature of the target business.

        As  of  the  date  hereof,  management  has not made any final decision
concerning a business combination. When any such  agreement is reached or other
material fact occurs, we will file notice of such agreement  or  fact  with the
Securities  and Exchange Commission on Form 8-K. Persons reading this Form  10-
KSB are advised to determine if we have subsequently filed a Form 8-K.

        We anticipate  that the selection of a business opportunity in which to
participate  will be complex  and  without  certainty  of  success.  Management
believes (but  has  not  conducted  any  research  to  confirm)  that there are
numerous  firms  seeking  the  perceived  benefits  of  a  publicly  registered
corporation. Such perceived benefits may include facilitating or improving  the
terms  on  which additional equity financing may be sought, providing liquidity
for incentive  stock  options  or similar benefits to key employees, increasing
the opportunity to use securities for acquisitions, and providing liquidity for
our stockholder and other factors.  Business  opportunities may be available in
many different industries and at various stages  of  development,  all of which
will  make the task of comparative investigation and analysis of such  business
opportunities extremely difficult and complex.

ITEM 2  DESCRIPTION OF PROPERTY

        We  have  no  properties and at this time have no agreements to acquire
any properties. We currently  use  the  office  of management at no cost to us.
Management  has  agreed  to  continue this arrangement  until  we  complete  an
acquisition or merger.

ITEM 3  LEGAL PROCEEDINGS

        There is no litigation pending or threatened by or against us.

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        In the first quarter of  2005,  the following matters were submitted to
the Company's security holders:

        In connection with the sale of all  of the issued and outstanding stock
of  the Company, on February 1, 2005, the Company's  stockholders  elected  Mr.
Phillip  E. Zegarelli as the Company's sole officer and director, pursuant to a
unanimous written consent. Mr. William Tay, formerly the Company's sole officer
and director, resigned on February 10, 2005.



                                    PART II

ITEM 5  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

        There  is  currently  no  public  market  for our securities. We do not
intend to trade our securities in the secondary market  until  completion  of a
business  combination  or  acquisition.  It  is anticipated that following such
occurrence we will request that our common stock  to  be quoted on the NASD OTC
Bulletin  Board  or,  if  we  then  meet  the financial and other  requirements
thereof, on the Nasdaq SmallCap Market, National  Market  System or regional or
national exchange.

        The  proposed  business activities described herein classify  us  as  a
"blank check" company. The  Securities  and Exchange Commission and many states
have enacted statutes, rules and regulations limiting the sale of securities of
blank check companies in their respective  jurisdictions.  Management  does not
intend  to undertake any efforts to cause a market to develop in our securities
until such time as we have successfully implemented our business plan described
herein. Accordingly,  our  stockholder  has  agreed  that  he  will not sell or
otherwise transfer his shares of our common stock except in connection  with or
following  completion  of  a  merger  or  acquisition  and  we  have  no longer
classified as a blank check company.

        During  the past three years, we have issued securities which were  not
registered as follows:

<TABLE>
<CAPTION>
DATE           NAME           NUMBER OF SHARES    CONSIDERATION
----           ----           ----------------    -------------
<S>            <C>            <C>                 <C>
May 6, 2004    William Tay    11,480,000          $1,148 (1)
</TABLE>
_____________
(1) Shares issued  to  Mr.  Tay  were  in  return  for services provided to the
Company by Mr. Tay, in lieu of cash. With respect to  the  stock  issued to Mr.
Tay, we relied upon Section 4(2) of the Securities Act of 1933, as  amended and
Rule 506 promulgated thereunder. No shares of this offering were offered to any
other person or entity. The manner of the solicitation was done internally  due
to  the  fact  that  at  that  time  Mr.  Tay was the controlling person of the
Company. All information pertaining to the Company was available to Mr. Tay due
to the positions held by him in the Company. On February 10, 2005, Mr. Tay sold
his 11,480,000 shares to SW Consulting Co.,  Inc., pursuant to a Share Purchase
Agreement dated as of February 1, 2005 between  SW Consulting Co., Inc. and Mr.
Tay. No underwriting discounts, commissions, finder's  fees  or  other expenses
were paid in connection with this sale of stock.

HOLDERS

        All  of the Company's equity is held by one holder, SW Consulting  Co.,
Inc.

DIVIDENDS

        The Company  has  never declared or paid dividends. There are currently
no restrictions which limit  the ability of the Company to pay dividends in the
future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

        The Company has never paid compensation to any officer or director, and
does not have any compensation  plans,  involving the issuance of securities or
otherwise.

ITEM 6  PLAN OF OPERATION

        The  Company's  purpose  is  to  seek,   investigate   and,   if   such
investigation  warrants, merge or acquire an interest in business opportunities
presented to it  by  persons  or  companies  who  or  which  desire to seek the
perceived   advantages   of  a  Securities  Exchange  Act  of  1934  registered
corporation. The Company was incorporated on May 6, 2004, and until February 1,
2005, the sole stockholder,  director  and  officer  of the Company was William
Tay. All of the Company's outstanding stock was sold by  Mr. Tay as of February
1, 2005 to SW Consulting Co., Inc. As of the date of this report, SW Consulting
Co., Inc. is the sole stockholder of the Company.

        The  Company  is  currently  seeking  to  engage  in a merger  with  or
acquisition  of an unidentified foreign or domestic company  which  desires  to
become a reporting  ("public")  company  whose  securities  are  qualified  for
trading  in  the  United  States  secondary market. We meet the definition of a
"blank check" company contained in  Section  (7)(b)(3) of the Securities Act of
1933, as amended. We have been in the developmental  stage  since inception and
have no operations to date. Other than issuing shares to our  sole stockholder,
we have not commenced any operational activities.

        We  will  not  acquire  or  merge with any entity which cannot  provide
audited financial statements at or within  a  reasonable  period  of time after
closing  of  the  proposed  transaction.  We  are  subject to all the reporting
requirements included in the Exchange Act. Included  in  these  requirements is
our  duty to file audited financial statements as part of our Form  8-K  to  be
filed with the Securities and Exchange Commission upon consummation of a merger
or acquisition,  as  well  as  our audited financial statements included in our
annual  report  on  Form  10-K (or 10-KSB,  as  applicable).  If  such  audited
financial statements are not  available  at  closing, or within time parameters
necessary to insure our compliance with the requirements  of  the Exchange Act,
or  if  the  audited  financial  statements  provided  do  not conform  to  the
representations made by the target business, the closing documents  may provide
that the proposed transaction will be voidable at the discretion of our present
management.

        We  will  not  restrict our search for any specific kind of businesses,
but may acquire a business  which  is  in its preliminary or development stage,
which is already in operation, or in essentially  any  stage  of  its  business
life.  It  is impossible to predict at this time the status of any business  in
which we may  become engaged, in that such business may need to seek additional
capital, may desire  to  have  its  shares  publicly  traded, or may seek other
perceived advantages which we may offer.

        A business combination with a target business will normally involve the
transfer to the target business of the majority of our  common  stock,  and the
substitution  by  the  target  business  of  its  own  management  and board of
directors.

        We  have,  and will continue to have, no capital with which to  provide
the owners of business  opportunities  with  any cash or other assets. However,
management believes we will be able to offer owners  of  acquisition candidates
the opportunity to acquire a controlling ownership interest  in  a company with
securities registered pursuant to Rule 12(g) of the Exchange Act.  Our  officer
and director have not conducted market research and is not aware of statistical
data  to  support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.

        Our  financial  statements'  reflects  the fact that we have no current
source of income. Further, that without realization  of  additional capital, it
would be unlikely for the Company to continue as a going concern.

        Our Officer and Director has agreed that he will advance any additional
funds  which  we  need for operating capital and for costs in  connection  with
searching for or completing  an  acquisition  or  merger.  Such  advances maybe
converted  to  equity.  There  is no minimum or maximum amount the Officer  and
Director will advance to us. We  will  not  borrow any funds for the purpose of
repaying advances made by such Officer and Director, and we will not borrow any
funds to make any payments to our promoters,  management or their affiliates or
associates.

MANAGEMENT

        The Company is in the development stage  and currently has no full-time
employees.  Since  February 1, 2005, Mr. Phillip E.  Zegarelli,  the  Company's
President, Treasurer  and  Secretary,  has been the Company's sole officer. All
references herein to management of the Company are to Mr. Zegarelli.

OFF BALANCE ARRANGEMENTS

        The Company does not have any off  balance sheet arrangements that have
or are reasonably likely to have a current or  future  effect  on the Company's
financial  condition,  changes  in  financial condition, revenues or  expenses,
results of operations, liquidity, capital expenditures or capital resources.

FORWARD-LOOKING STATEMENTS

        The foregoing discussion, as  well as the other sections of this Annual
Report on Form 10-KSB, contains forward-looking  statements  that  reflect  the
Company's  current  views  with respect to future events and financial results.
Forward-looking statements usually include the verbs "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "projects," "understands" and other
verbs suggesting uncertainty.  The  Company  reminds stockholders that forward-
looking statements are merely predictions and  therefore  inherently subject to
uncertainties and other factors which could cause the actual  results to differ
materially from the forward-looking statements.

ITEM 7  FINANCIAL STATEMENTS

We are currently in the process of having the audit completed for the Company.

It is estimated that the audit will be completed April 18, 2006 and we should
be in a position to file the Form 10KSB/A for the year ended December 31, 2005
by the end of April 2006.


<PAGE>














                          VOORHEES ACQUISITION CORP.

                            A DELAWARE CORPORATION


                         (A DEVELOPMENT STAGE COMPANY)





                        UNAUDITED FINANCIAL STATEMENTS


                            AS OF DECEMBER 31, 2005


<PAGE>

                           VOORHEES ACQUISITION CORP.
                         (A Development Stage Company)
                                 Balance Sheet
                               December 31, 2005
                                  (Unaudited)
<TABLE>
<CAPTION>

                                    ASSETS
<S>                                                                  <C>
CURRENT ASSETS:
 Cash                                                                $      -
                                                                     --------

TOTAL ASSETS                                                         $      -
                                                                     ========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accrued expenses                                                $    871
                                                                     --------
     Total Current Liabilities                                            871
                                                                     --------

 Total Liabilities                                                   $    871


STOCKHOLDERS' EQUITY:
Preferred Stock at $0.0001 par value; authorized
 20,000,000 shares; no shares issued and
 outstanding                                                                -
Common stock at $0.0001 par value; authorized
 100,000,000 shares; 11,480,000 shares issued
 and outstanding                                                        1,148
 Accumulated deficit                                                   (2,019)
                                                                     --------

     Total Stockholders' Equity                                          (871)
                                                                     --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $      -
                                                                     ========




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

</TABLE>
<PAGE>
                           VOORHEES ACQUISITION CORP.
                         (A Development Stage Company)
                            Statement of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                               Period from
                                             For the          For the          May 6, 2004
                                            Year Ended       Year Ended      (inception) to
                                            December 31,     December 31,      December 31,
                                               2005              2004              2005
                                          ---------------   ---------------   --------------
<S>                                       <C>               <C>              <C>
Revenue                                   $             -   $             -   $            -
                                          ---------------   ---------------   --------------

General and administrative
 Organization and related expenses                     71             1,948            2,019
                                          ---------------   ---------------   --------------
Net loss and deficit accumulated during
 development stage                        $           (71)  $        (1,948)  $       (2,019)
                                          ===============   ===============   ==============

Basic and diluted loss per share          $        (0.000)  $        (0.000)  $       (0.000)
                                          ===============   ===============   ==============
Weighted average number of common
 shares outstanding                            11,480,000        11,480,000       11,480,000
                                          ===============   ===============   ==============


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


</TABLE>
<PAGE>
                           VOORHEES ACQUISITION CORP.
                         (A Development Stage Company)
                            Statement of Cash Flows
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                               Period from
                                             For the          For the          May 6, 2004
                                            Year Ended       Year Ended      (inception) to
                                            December 31,     December 31,      December 31,
                                               2005              2004              2005
                                          ---------------   ---------------   --------------
<S>                                       <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                  $           (71)  $        (1,948)  $       (2,019)
Issuance of stock for services rendered                 -             1,148            1,148
Increases (Decrease) in accrued expenses               71               800              871
                                          ---------------   ---------------   --------------
Net Cash Provided (used) by Operating
  Activities                                            -                 -                -

CASH FLOWS FROM INVESTING ACTIVITIES                    -                 -                -
                                          ---------------   ---------------   --------------
CASH FLOWS FROM FINANCING ACTIVITIES                    -                 -                -
                                          ---------------   ---------------   --------------
INCREASE IN CASH AND CASH EQUIVALENTS                   -                 -                -

CASH AND CASH EQUIVALENTS AT BEGINNING
 OF PERIOD                                              -                 -                -
                                          ---------------   ---------------   --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD$             -   $             -   $            -
                                          ===============   ===============   ==============

NONCASH FINANCING AND INVESTING ACTIVITIES

Common stock issued to founder for services
 rendered                                               -   $         1,148   $        1,148
                                          ===============   ===============   ==============

SUPPLEMENTAL SCHEDULE OF CASH FLOW
 ACTIVITIES:
Cash Paid For:
Interest                                  $             -   $             -   $            -
                                          ===============   ===============   ==============
Income taxes                              $             -   $             -   $            -
                                          ===============   ===============   ==============



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



</TABLE>
<PAGE>
                           VOORHEES ACQUISITION CORP.
                         (A Development Stage Company)
                       Statement of Stockholders' Equity
                  For The Period From May 6, 2004 (Inception)
                             To December 31, 2005
                                  (Unaudited)
<TABLE>
<CAPTION>

                                    Common Stock
                              -------------------------   Additional                   Total
                               Numbers of                  paid-in     Accumulated  Stockholders'
                                 Shares       Amount       capital       Deficit       Equity
                              ------------  -----------   -----------   ---------   -------------
<S>                           <C>           <C>           <C>          <C>          <C>
May 6, 2004 (inception)
Shares issued for services      11,480,000  $     1,148   $         -   $       -   $       1,148

Net loss for the years ended:
December 31, 2004                        -            -             -      (1,948)         (1,948)
December 31, 2005                        -            -             -         (71)            (71)
                              ------------  -----------   -----------   ---------   -------------
Balance, December 31, 2005      11,480,000  $     1,148   $         0   $  (2,019)  $        (871)
                              ============  ===========   ===========   =========   =============



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



</TABLE>
<PAGE>
                          VOORHEES ACQUISITION CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2005
                                  (UNAUDITED)


NOTE 1  ORGANIZATION

        Voorhees Acquisition Corp. (the "Company") was incorporated  under  the
laws  of  the  State  of  Delaware  on  May 6, 2004 and has been inactive since
inception.  The  Company intends to serve as  a  vehicle  to  effect  an  asset
acquisition, merger,  exchange  of  capital stock or other business combination
with a domestic or foreign business.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company

        The Company has not earned any  revenue  from  operations. Accordingly,
the  Company's activities have been accounted for as those  of  a  "Development
Stage  Enterprise"  as  set  forth  in  Financial  Accounting  Standards  Board
Statement  No.  7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that
the Company's financial  statements  be  identified  as  those of a development
stage company, and that the statements of operations, stockholders'  equity and
cash flows disclose activity since the date of the Company's inception.

A.  Accounting Method

        The  Company's  financial  statements  are  prepared  using the accrual
method of accounting. The Company has elected a fiscal year ending  on December
31.

B.  Income Taxes

        The  Company  accounts  for income taxes under the Financial Accounting
Standards  Board  (FASB) Statement  No.  109,  "Accounting  for  Income  Taxes"
"Statement 109"). Under  Statement 109, deferred tax assets and liabilities are
recognized for the future  tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases.  Deferred  tax  assets and liabilities are measured
using enacted tax rates expected to apply to  taxable  income  in  the years in
which  those  temporary  differences  are  expected to be recovered or settled.
Under Statement 109, the effect on deferred  tax  assets  and  liabilities of a
change  in  tax  rates is recognized in income in the period that includes  the
enactment date. There  were  no  current  or  deferred  income  tax  expense or
benefits  due to the Company not having any material operations for the  period
ended December 31, 2005.

C.  Cash Equivalents

        The  Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

D.  Estimates

        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 and disclosure  of  contingent assets and liabilities
at the date of the financial statements and the  reported  amounts  of revenues
and  expenses  during  the  reporting period. Actual results could differ  from
those estimates.

        If the Company is successful  in  raising funds and becoming a business
development company, its principal estimates  will involve the determination of
the value of its portfolio companies.

        The net asset value per share of our outstanding shares of common stock
will be determined quarterly, as soon as practicable  after,  and as of the end
of,  each calendar quarter, by dividing the value of total assets  minus  total
liabilities  by  the  number of shares outstanding at the date as of which such
determination is made.

        In calculating  the value of our total assets, we will value securities
that are publicly traded  at  the  closing  price  on  the  valuation  date for
exchange  traded  and  NASDAQ  listed  securities or the average of the bid and
asked prices for other securities. Debt  and  equity  securities  that  are not
publicly traded will be valued at fair value as determined in good faith by the
valuation  committee  of our board of directors based on the recommendation  by
our investment adviser  and  under valuation guidelines adopted by our board of
directors, and then approved by  our  entire board of directors. Initially, the
fair value of these securities will be  their  original  cost.  Debt securities
valued at cost would be revalued for significant events affecting  the issuer's
performance  and  equity  securities  valued  at  cost  would  be  revalued  if
significant  developments  or  other factors affecting the investment provide a
basis for valuing the security at  a  price other than cost, such as results of
subsequent financing, the availability  of  market  quotations,  the  portfolio
company's operations and changes in market conditions.

        For  warrants, our cost usually will be a nominal amount, such as  $.01
per share. Debt  securities with remaining maturities of 60 days or less at the
time of purchase will  be  valued  at amortized cost. Debt securities which are
publicly traded will be valued by using market quotations obtained from pricing
services or dealers. Our valuation guidelines are subject to periodic review by
our  board  of  directors  and  may be revised  in  light  of  our  experience,
regulatory developments or otherwise.

        Determination of fair values involves subjective judgment and estimates
not susceptible to substantiation  by  auditing  procedures. Accordingly, under
current auditing standards, the notes to our financial statements will refer to
the uncertainty with respect to the possible effect of such valuations, and any
change in such valuations, on our financial statements.

E.  Basic Loss Per Common Share

        Basic loss per common share has been calculated  based  on the weighted
average number of shares outstanding during the period after giving retroactive
effect to stock splits. There are no dilutive securities at December  31,  2005
for purposes of computing fully diluted earnings per share.

F.  Impact of New Accounting Standards

        In  April  2002,  the  FASB  issued  Statement  of Financial Accounting
Standards No. 145, "Rescission of FASB Statements No. 4,  44  and 62, Amendment
of  FASB  Statement  13,  and  Technical  Corrections" ("SFAS 145").  For  most
companies, SFAS 145 requires gains and losses  from  the extinguishment of debt
to be classified as a component of income or loss from  continuing  operations.
Prior to the issuance of SFAS 145, early debt extinguishments were required  to
be  recognized as extraordinary items. SFAS 145 amended other previously issued
statements  and  made numerous technical corrections. SFAS 145 is effective for
fiscal years beginning after May 15, 2002. Adoption of this standard has had no
impact on the Company.

        The FASB recently  issued  Statement  of Financial Accounting Standards
No. 146, "Accounting for Costs Associated with  Exit  or  Disposal  Activities"
("SFAS 146"). SFAS 146 nullifies the Emerging Issues Task Force ("EITF")  Issue
No.  94-3,  Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity.  SFAS 146 requires that a liability associated
with an exit  or disposal activity be recognized when the liability is incurred
while EITF Issue No. 94-3 recognized such liability at such time that an entity
committed to an exit plan. The provisions of SFAS 146 are effective for exit or
disposal activities  initiated  after  December 31, 2002 with early application
encouraged.

        On December 31, 2002, the FASB issued  SFAS  No.  148,  "Accounting for
Stock-Based  Compensation--Transition  and Disclosure," which amends  SFAS  No.
123, "Accounting for Stock Based Compensation."

        SFAS 148 provides alternative methods  of  transition  for  a voluntary
change  to  the  fair value based method of accounting for stock-based employee
compensation. (Under  the  fair value based method, compensation cost for stock
options is measured when options  are issued.) In addition, SFAS 148 amends the
disclosure requirements of SFAS 123 to require more prominent and more frequent
disclosures in financial statements of the effects of stock-based compensation.
The  transition guidance and annual  disclosure  provisions  of  SFAS  148  are
effective  for  fiscal  years  ending  after  December  15,  2002, with earlier
application   permitted   in  certain  circumstances.  The  interim  disclosure
provisions are effective for  financial reports containing financial statements
for interim periods beginning after December 15, 2002.

        In May 2003, the FASB issued  SFAS  No.  150,  "Accounting  for Certain
Financial  Instruments  with  Characteristics  of both Liabilities and Equity."
This statement establishes standards for how an  issuer classifies and measures
in  its  statement  of  financial position certain financial  instruments  with
characteristics  of  both  liabilities  and  equity.  In  accordance  with  the
standard, financial instruments  that  embody  obligations  for  the issuer are
required  to  be  classified  as  liabilities. This Statement is effective  for
financial  instruments  entered into  or  modified  after  May  31,  2003,  and
otherwise is effective at  the  beginning of the first interim period beginning
after  June  15, 2003. The Company  does  not  expect  the  provision  of  this
statement to have a significant impact on the Company's financial statements.

        In November  2002,  the FASB issued Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness  of  Others." Interpretation 45 requires a guarantor
to  include  disclosure of certain  obligations,  and  if  applicable,  at  the
inception of the  guarantee,  recognize a liability for the fair value of other
certain  obligations  undertaken   in  issuing  a  guarantee.  The  recognition
requirement is effective for guarantees  issued  or modified after December 31,
2002. The Company has no obligations regarding Interpretation No. 45.

        In January 2003, the FASB issued Interpretation  No. 46, "Consolidation
of Variable Interest Entities." Interpretation 46 clarifies  the application of
Accounting  Research Bulletin No. 51, "Consolidated Financial Statements,"  and
applies immediately to any variable interest entities created after January 31,
2003 and to variable  interest  entities in which an interest is obtained after
that date. The Company holds no interest in variable interest entities.

NOTE 3  GOING CONCERN

        The  Company's  financial  statements  are  prepared  using  accounting
principles generally accepted in the  United  States of America applicable to a
going concern that contemplates the realization  of  assets  and liquidation of
liabilities in the normal course of business.  The Company has  not established
any source of revenue to cover its operating costs. The Company will  engage in
very  limited  activities  without  incurring  any  liabilities  that  must  be
satisfied  in cash until a source of funding is secured. The Company will offer
noncash consideration  and  seek  equity  lines  as  a  means  of financing its
operations. If the Company is unable to obtain revenue producing  contracts  or
financing  or  if  the  revenue  or financing it does obtain is insufficient to
cover  any operating losses it may  incur,  it  may  substantially  curtail  or
terminate its operations or seek other business opportunities through strategic
alliances,  acquisitions or other arrangements that may dilute the interests of
existing stockholders.

NOTE 4  SHAREHOLDER'S EQUITY

        On May  6,  2004,  the  Board  of Directors issued 11,480,000 shares of
common stock for $1,148 in services to the  founding shareholder of the Company
to fund organizational start-up costs.

Common Stock

        The holders of the Company's common stock:

        - Have  equal  ratable rights to  dividends  from  funds  legally
          available for payment of dividends when, as and if declared by
          the board of directors;
        - Are entitled to  share  ratably  in all of the assets available
          for distribution to holders of common  stock upon liquidation,
          dissolution or winding up of our affairs;
        - Do not have preemptive, subscription or conversion  rights,  or
          redemption or access to any sinking fund; and
        - Are  entitled  to  one  non-cumulative  vote  per  share on all
          matters submitted to stockholders for a vote at any meeting of
          stockholders.

Preferred Stock

        The  Company  has  authorized,  but  not  issued, 20,000,000 shares  of
preferred stock at $.0001 per share. The board of directors  has  the authority
to  establish  and  fix  the  designation,  powers, or preferences of preferred
shares without further vote by the shareholders.



<PAGE>
ITEM 8  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

        There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this report.

ITEM 8A CONTROLS AND PROCEDURES

        We  are  a development stage company with  no  revenues  and  our  sole
officer  and  director   has  responsibility  for  our  internal  controls  and
procedures over our financial reporting.

        We have implemented  and  maintain  disclosure  controls and procedures
which consist of: the control environment, risk assessment, control activities,
information  and  communication and monitoring. Our scope of  internal  control
therefore  extends  to   policies,   plans   procedures,   processes,  systems,
activities, initiatives, and endeavors required of a company  with  our limited
transactions, revenues, expenses, and operations. These controls and procedures
are  designed  to ensure that the information required to be disclosed  in  our
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules.

        There have  been  no  significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our internal
controls  or in other factors that  could  significantly  affect  the  controls
subsequent to the date of the evaluation referenced below.

        Within  90  days  prior  to  the date of this report, we carried out an
evaluation, under the supervision of our  sole  officer  and  director,  of the
effectiveness  of the design and operation of the Company's disclosure controls
and procedures. Based on the foregoing, our sole officer and director concluded
that, given the  Company's  limited  operations,  our  disclosure  controls and
procedures were effective.

ITEM 8B. OTHER INFORMATION

None.


                                   PART III

ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Our Director and Officer is as follows:

NAME                     TITLE
----                     -----
Philip E. Zegarelli      President, Secretary, Treasurer and Director

WORK EXPERIENCE

Philip E. Zegarelli, Director, President, CEO/CFO, Secretary and Treasurer

        Mr.  Zegarelli  has  served  as the Company's director, president,  and
secretary since February 1, 2005, and  will  serve  on the board until the next
annual shareholders' meeting of the Company or until  a  successor  is elected.
There  are  no  agreements  or  understandings for the officer and director  to
resign  at the request of another  person,  and  the  above-named  officer  and
director  is  not  acting  on  behalf of, nor will act at the direction of, any
other person.

        Set forth below is the name  of  the  sole  director and officer of the
Company,  all positions and offices with the Company held,  the  period  during
which he has  served  as  such, and his business experience during at least the
last five years:

        Philip E. Zegarelli  has  been  the  sole  officer  and director of the
Company since February 1, 2005. Mr. Zegarelli is also the President,  CFO,  EVP
and  a  Director  of  SW  Consulting Co., Inc., the Company's sole shareholder.
Among other business activities, Mr. Zegarelli  is  also  the  Chief  Executive
Officer  of  E-HomeCredit   Corp.,   a   New  York State licensed mortgage bank
located in Carle Place, New York.

        Mr. Zegarelli has not involved in any legal proceedings as described in
Item 401 of Regulation S-B.

Notes:

(1) Philip E. Zegarelli is the Company's sole officer and director.

(2) Philip E. Zegarelli is not an officer or director of any other company with
a  class of securities registered under Section  12  of  the  Exchange  Act  or
subject to the requirements of Section 15(d) thereof.

CONFLICTS OF INTEREST

        The  Company's proposed business raises potential conflicts of interest
between the Company  and  Philip  E.  Zegarelli, the Company's sole officer and
director.  Mr. Zegarelli has other business  interests  to  which  he currently
devotes attention, and is expected to continue to do so. As a result, conflicts
of  interest  may  arise  that  can  be  resolved only through his exercise  of
judgment  in a manner which is consistent with  his  fiduciary  duties  to  the
Company. Mr.  Zegarelli intends to devote as much time to the activities of the
Company as required.  However,  should  such  a  conflict  arise,  there  is no
assurance  that  Mr. Zegarelli would not attend to other matters prior to those
of the Company. Mr.  Zegarelli  estimates that the business plan of the Company
can be implemented in theory by devoting approximately 15 to 20 hours per month
over  the course of several months  but  such  figure  cannot  be  stated  with
precision.

        The  terms  of  business  combination  may  include  such  terms as Mr.
Zegarelli remaining a director or officer of the Company and/or the  continuing
work of the Company being handled by Mr. Zegarelli as a director. The  terms of
a  business  combination may provide for a payment by cash or otherwise to  Mr.
Zegarelli for  the purchase or retirement of all or part of his common stock of
the Company by a target company. Mr. Zegarelli would directly benefit from such
payment. Such benefits  may  influence  Mr.  Zegarelli's  choice  of  a  target
company.

        There  are  no binding guidelines or procedures for resolving potential
conflicts of interest.   Failure by management to resolve conflicts of interest
in favor of the Company could result in liability of management to us. However,
any attempt by stockholder  to  enforce  a  liability of management to us would
most likely be prohibitively expensive and time consuming.

        Additional conflicts of interest and  non-arms  length transactions may
also arise in the future in the event the Company's current and future officers
or  directors  are  involved in the management of any company  with  which  the
Company transacts business.  The  Company has adopted a policy that the Company
will not enter into a business combination,  or  acquire any assets of any kind
for its securities, in which management of the Company  or  any  affiliates  or
associates  have any interest, direct or indirect.  The Company has established
no other binding  guidelines or procedures for resolving potential conflicts of
interest. Accordingly,  the  Company's  officer  will  be required to use their
discretion to resolve them in a manner which he considers  appropriate. Failure
by  management to resolve conflicts of interest in favor of the  Company  could
result in liability of management to the Company.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section  16(a)  of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires  Voorhees  Acquisition  Corp. officers and directors,
and persons who beneficially own more than ten percent  of Voorhees Acquisition
Corp. common stock, to file initial reports of ownership and reports of changes
in ownership with the SEC. Executive officers, directors  and  greater than ten
percent  beneficial owners are required by SEC regulations to furnish  Voorhees
Acquisition  Corp. with copies of all Section 16(a) forms they file. Based upon
a review of the  copies  of  such forms furnished to Voorhees Acquisition Corp.
and written representations from  Voorhees  Acquisition Corp. executive officer
and director, believes that during the year ended  2004  all forms 3 and 4 were
filed on a timely basis.

AUDIT COMMITTEE AND FINANCIAL EXPERT

        We do not have an Audit Committee, Mr. Zegarelli,  our  sole  director,
performs   some  of  the  same  functions  of  an  Audit  Committee,  such  as:
recommending  a  firm  of independent certified public accountants to audit the
annual financial statements;  reviewing  the independent auditors independence,
the  financial statements and their audit report;  and  reviewing  management's
administration  of the system of internal accounting controls. The Company does
not currently have a written audit committee charter or similar document.

        We have no financial expert. We believe the cost related to retaining a
financial expert  at this time is prohibitive. Further, because of our start-up
operations, we believe the services of a financial expert are not warranted.

CODE OF ETHICS

        A code of ethics  relates  to  written  standards  that  are reasonably
designed to deter wrongdoing and to promote:

        1.   Honest  and  ethical  conduct,  including the ethical handling  of
                 actual or apparent conflicts  of interest between personal and
                 professional relationships;
        2.   Full,  fair,  accurate,  timely and understandable  disclosure  in
                 reports and documents  that  are  filed with, or submitted to,
                 the Commission and in other public  communications  made by an
                 issuer;
        3.   Compliance   with   applicable   governmental   laws,   rules  and
                 regulations;
        4.   The  prompt  internal  reporting  of violations of the code to  an
                 appropriate person or persons identified in the code; and
        5.   Accountability for adherence to the code.

        We have not adopted a corporate code of  ethics  that  applies  to  our
principal  executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions in that our sole
officer and director serves in all the above capacities.

        Our decision to not adopt such a code of ethics results from our having
only one officer and director operating as the sole management for the Company.
We believe that  as  a  result of the limited interaction which occurs having a
sole officer/director for  the  Company  eliminates the current need for such a
code,  in  that  violations  of such a code would  be  reported  to  the  party
generating the violation.

NOMINATING COMMITTEE

        We do not have a Nominating  Committee or Nominating Committee Charter.
Philip  E.  Zegarelli,  our  sole director,  performs  some  of  the  functions
associated  with  a  Nominating Committee.  We  have  elected  not  to  have  a
Nominating Committee in  that  we  are a development stage company with limited
operations and resources.

ITEM 10 EXECUTIVE COMPENSATION

        Our officer and director does  not  receive  any  compensation  for his
services  rendered, has not received such compensation in the past, and is  not
accruing any  compensation  pursuant  to  any  agreement  with us. However, our
officer and director anticipates receiving benefits as a beneficial stockholder
and, possibly, in other ways.

        No  retirement,  pension,  profit  sharing, stock option  or  insurance
programs or other similar programs have been  adopted  by us for the benefit of
our employees.

COMPENSATION COMMITTEE

        We  do  not  have  a  formal  Compensation  Committee.  Mr.  Philip  E.
Zegarelli, our sole director, performs some of the functions  of a Compensation
Committee.  Due to the lack of revenues, our lack of payment of  any  executive
compensation  and  our  development  stage  status,  we  deemed  a Compensation
Committee to not be necessary at this time.

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The  following table presents certain information regarding  beneficial
ownership of the  Company's  common  stock  as  of December 31, 2005. A certain
beneficial owner is defined as: (i) each person known  by the Company to be the
beneficial  owner of more than 5% of the outstanding shares  of  common  stock,
(ii) each director  and  executive  officer  of  the  Company,  and  (iii)  all
directors  and  executive officers as a group. Unless otherwise indicated, each
person in the table  has  sole  voting  and  investment  power as to the shares
shown.

                                             SHARES         PERCENT
                                          BENEFICIALLY      OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER        OWNED(1)       OUTSTANDING

S.W. CONSULTING CO., INC. (2)              11,480,000         100%
ONE OLD COUNTRY ROAD
CARLE PLACE, NY 11514

SARA WARNER (3)                            11,480,000         100%
ONE OLD COUNTRY ROAD
CARLE PLACE, NY 11514

PHILIP E. ZEGARELLI (4)                             0           0%
ONE OLD COUNTRY ROAD
CARLE PLACE, NY 11514
(SOLE OFFICER/DIRECTOR OF THE COMPANY)

ALL EXECUTIVE OFFICERS AND
DIRECTORS AS A GROUP (1 PERSON)                     0           0%

______________

1.  Based on 11,480,000 shares of Common Stock outstanding  as  of December 31,
    2005.
2.  The controlling shareholder of SW Consulting Co. Inc. is Sara  Warner who
    is also the Chief Executive Officer and Director of SW Consulting Co., Inc.
3.  As the controlling shareholder, Chief Executive Officer and Director of SW
    Consulting  Co., Inc., Sara Warner is deemed to be the beneficial owner of
    the common stock of the Company owned by SW Consulting Co., Inc.
4.  Phillip E. Zegarelli is the sole officer and director of the Company.

        A business  combination will, in all likelihood, result in stockholders
of the target business  obtaining  a  controlling  interest in the Company. Any
such  business  combination  may require management of  the  Company  to  sell,
transfer or cancel all or a portion  of the Company's stock held by management,
or cause Mr. Zegarelli to resign or be  removed  as  an officer and/or director
and  a corresponding reduction in or elimination of his  participation  in  the
future affairs of the Company.

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        On  May  6,  2004 (inception), the Company issued 11,480,000 restricted
shares  of its common stock  to  Mr.  Tay  in  exchange  for  his  services  in
developing  our  business  concept and plan, who at that time was the president
and sole director of the Company.  See  Item  4,  "Recent Sales of Unregistered
Securities." With respect to the sales made to Mr. Tay, the Company relied upon
Section 4(2) of the Securities Act of 1933, as amended  (the  "Securities Act")
and Rule 506 promulgated thereunder. Such security holder cannot  rely  on Rule
144   for  resale  transactions  and  therefore  can  only  be  resold  through
Registration  under  the Securities Act. On February 10, 2005, Mr. Tay sold his
11,480,000 shares to SW  Consulting  Co.,  Inc.,  pursuant  to a Share Purchase
Agreement dated as of February 1, 2005 between SW Consulting  Co., Inc. and Mr.
Tay.

        The  Company  currently  uses  the  mailing  address  provided   by  SW
Consulting  Co.,  Inc.,  for  which  the Company pays no rent, and for which SW
Consulting Co., Inc. has agreed to continue  this arrangement until the Company
completes a business combination. See "Item 3. Description of Property."

ATTESTATION OF PRESIDENT AND CHIEF FINANCIAL OFFICER AS TO OUR INTERNAL
CONTROLS

        Our  President/Chief  Financial  Officer,  Phillip  E.  Zegarelli,  has
evaluated the effectiveness of our internal  controls  and has found that based
on  these evaluations and the current status of the Company's  operations  that
our internal  controls  are  effective at this time. Further, there have
been  no  significant  changes in our internal  controls  or  in  other factors
that could significantly  affect  internal  controls  subsequent  to  the  date
of his evaluations.

ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K

3.1*     Certificate  of  Incorporation  filed  as  an exhibit to the Company's
registration  statement  on  Form  10-SB  filed  on  November   24,  2004,  and
incorporated herein by reference.

3.2*     By-Laws filed as an exhibit to the Company's registration statement on
Form 10-SB filed on November 24, 2004, and incorporated herein by reference.

3.3*      Specimen  of Certificate of Common Stock filed as an exhibit  to  the
Company's registration  statement on Form 10-SB filed on November 24, 2004, and
incorporated herein by reference

31.1**    Certification Pursuant  to  Section  302 of the Sarbanes-Oxley Act of
2002

32.1**    Certification Pursuant to Section 906  of  the  Sarbanes-Oxley Act of
2002

______________________
* Previously filed
** Filed herewith

(b) There were no Form 8-Ks filed by the Company during the year ended December
31, 2005.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

                         2005
(1) Audit Fees           None
(2) Audit Related Fees   None
(3) Tax Fees             None
(4) All Other Fees       None

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES

The Company does not have an audit committee.

(6) If greater than 50 percent, disclose the percentage of  hours  expended  on
the  principal  accountant's  engagement  to  audit  the registrant's financial
statements  for  the  most  recent  fiscal  year that were attributed  to  work
performed by persons other than the principal accountant's full-time, permanent
employees.

Not applicable.


                                  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 thereunto duly authorized.

VOORHEES ACQUISITION CORP.



By: /s/ Phillip E. Zegarelli
-----------------------------------
Phillip E. Zegarelli, President

Dated:  January 26, 2006

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

NAME                        OFFICE                             DATE
----                        ------                             ----
                            President, Secretary, Treasurer,   January 26, 2006
/s/ Phillip E. Zegarelli    Chief Accounting Officer, and
--------------------------- Director
Phillip E. Zegarelli



<PAGE>

          CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT


EXHIBIT 31.1

                                 CERTIFICATION

I, Phillip E. Zegarelli, certify that:

       1. I  have  reviewed  this report on Form 10-KSB of Voorhees Acquisition
          Corp.;

       2. Based on my knowledge, this annual report does not contain any untrue
          statement of a material  fact  or  omit  to  state  a  material  fact
          necessary  to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this report;

       3. Based on my  knowledge, the financial statements, and other financial
          information included  in  this  annual  report, fairly present in all
          material respects the financial condition,  results of operations and
          cash flows of the small business issuer as of,  and  for, the periods
          presented in this annual report;

       4. I  am  the  sole  officer  and  director  and  I  am responsible  for
          establishing and maintaining disclosure controls and  procedures  (as
          defined  in  Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
          control over financial  reporting  (as  defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the small business issuer and have:

             a.  Designed such disclosure controls  and  procedures,  or caused
       such  disclosure  controls  and  procedures  to  be  designed  under  my
       supervision,  to  ensure that material information relating to the small
       business issuer, including  its consolidated subsidiaries, is made known
       to me by others within those entities, particularly during the period in
       which this report is being prepared;

             b.  Designed such internal  control  over  financial reporting, or
       caused  such internal control over financial reporting  to  be  designed
       under my  supervision,  to  provide  reasonable  assurance regarding the
       reliability  of  financial  reporting and the preparation  of  financial
       statements for external purposes  in  accordance with generally accepted
       accounting principles;

             c.   Evaluated  the effectiveness of  the  small  business  issuer
       disclosure controls and  procedures  and  presented  in  this  report my
       conclusions  about  the  effectiveness  of  the  disclosure controls and
       procedures, as of the end of the period covered by  this report based on
       such evaluation; and

             d.   Disclosed  in  this report any change in the  small  business
       issuer's internal control over  financial reporting that occurred during
       the  small  business issuer's most  recent  fiscal  quarter  (the  small
       business issuer's fourth fiscal quarter in the case of an annual report)
       that has materially  affected,  or  is  reasonably  likely to materially
       affect,  the  small  business issuer's internal control  over  financial
       reporting; and

       1.  I have disclosed,  based  on  my  most recent evaluation of internal
       control  over  financial  reporting,  to  the  small  business  issuer's
       auditors of the small business issuer's board  of  directors (or persons
       performing the equivalent functions):

             a.  All significant deficiencies and material  weaknesses  in  the
       design  or  operation of internal control over financial reporting which
       are reasonably  likely  to  adversely affect the small business issuer's
       ability to record, process, summarize  and report financial information;
       and

             b.  Any fraud, whether or not material,  that  involves management
or  other employees who have a significant role in the small business  issuer's
internal control over financial reporting.

Date: January 26, 2006



/s/ Phillip E. Zegarelli
-----------------------------------
Phillip E. Zegarelli
President and
Chief Accounting Officer



          CERTIFICATION PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT

EXHIBIT 32.1

                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       In  connection with the Annual Report of Voorhees Acquisition Corp. (the
"Company") on Form 10-KSB for the period ended December 31, 2005, as filed with
the Securities  and  Exchange  Commission on the date hereof (the "Report"), I,
Phillip E. Zegarelli, President  and  Chief  Accounting Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

       1.    The Report fully complies with the  requirements  of Section 13(a)
             or 15(d) of the Securities Exchange Act of 1934; and

       2.    The  information contained in the Report fairly presents,  in  all
             material  respects,  the financial condition and results of
             operations of the Company.



/s/ Phillip E. Zegarelli
-----------------------------------
Phillip E. Zegarelli
President and Chief Accounting Officer
January 26, 2006