UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC   20549

                              FORM 10-QSB

(Mark One)

XX  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934 FOR THE QUARTERLY PERIOD 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 number        000-27503
                             ____________________


                      DYNASIL CORPORATION OF AMERICA

-------------------------------------------------------------------
  (Exact name of small business issuer as specified in its charter)


          New Jersey                            22-1734088
        --------------             -------------------------------
  (State or other jurisdiction        (IRS Employer Identification No.)
     of incorporation)


               385 Cooper Road, West Berlin, New Jersey, 08091

        ----------------------------------------------------------
                 (Address of principal executive offices)

                             (856) 767-4600
            --------------------------------------------------
            (Registrant's telephone number, including area code)

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)

Yes  XX      No
    ----         ----

The Company had 3,847,789 shares of common stock, par value
$.0005 per share, outstanding as of February 10, 2005.


                                  1
<PAGE>
            DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
                                INDEX



PAGE
PART 1.   FINANCIAL INFORMATION
----

  ITEM 1.   FINANCIAL STATEMENTS

            DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
            -----------------------------------------------

             CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2005
           AND SEPTEMBER 30, 2005                                         3

             CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE
             MONTHS ENDED DECEMBER 31, 2005 AND 2004                      4

             CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE
             MONTHS ENDED DECEMBER 31, 2005 AND 2004                      5

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                   6


   ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS                         8

   ITEM 3.   CONTROLS AND PROCEDURES                                     11


PART II.  OTHER INFORMATION                                              11

   ITEM 1.   LEGAL PROCEEDINGS                                           11

   ITEM 2.   CHANGES IN SECURITIES                                       11

   ITEM 3.   DEFAULTS ON SENIOR SECURITIES                               11

   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         11

   ITEM 5.   OTHER INFORMATION                                           11

   ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K                            12

      SIGNATURES                                                         12

                                     2
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
                                     ASSETS

                                      December 31    September 30
                                          2005           2005
                                       ----------     ----------

Current assets
   Cash and cash equivalents           $ 286,609      $ 308,210
   Accounts receivable                   733,862        877,375
   Inventory                             879,919        842,149
   Other current assets                  167,775        124,548
                                       ----------    ----------
        Total current assets           2,068,165      2,152,282

Property, Plant and Equipment, net       730,004        744,764

Other Assets                              84,046         87,735
                                       ----------    ----------
        Total Assets                  $2,882,215     $2,984,781
                                       ==========    ==========


                 LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
   Note payable to bank-Line of credit   $215,000      $250,000
   Current portion - long-term debt       182,166       184,403
   Accounts payable                       270,809       322,094
   Accrued expenses                       220,473       232,476
                                       ----------     ----------
        Total current liabilities         888,448       988,973

Long-term Debt, net                       548,607       592,712

Stockholders' Equity
   Common Stock, $.0005 par value,
    25,000,000 shares authorized,
    4,649,995 and 4,566,946 shares
    issued, 3,839,835 and 3,756,786
    shares outstanding                      2,325         2,283
   Preferred Stock, $.001 par value
    per share, 10,000,000                     700           700
    Shares authorized, Series A
    10% cumulative,convertible
    700,000 shares authorized,
    issued and outstanding
   Additional paid in capital           2,076,732      2,042,635
  Retained earnings                       351,745        343,820
                                       ----------     ----------
                                        2,431,502      2,389,438

   Less 810,160 shares in
    treasury - at cost                   (986,342)      (986,342)
                                       ----------     ----------
        Total stockholders' equity      1,445,160      1,403,096
                                       ----------     ----------
        Total Liabilities and
         Stockholders' Equity          $2,882,215     $2,984,781
                                       ==========     ==========


                                       3

<PAGE>


DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


                                          Three Months Ended
                                               December 31
                                            2005        2004
                                        ----------    ---------
Sales                                  $1,548,040     $ 781,186
Cost of Sales                           1,069,896       580,689
                                       ----------      --------
Gross profit                              478,144       200,497
Selling, general and administrative       426,659       186,720
                                       ----------      --------
Income from Operations                     51,485        13,777

Interest expense - net                    (20,535)      ( 7,703)
                                       ----------      --------
Income before Income Taxes                 30,950         6,074

Income Tax                                  5,525           0
                                       ----------      --------
Net income                                $25,425         6,074
                                        =========      ========

Net income per share
  Basic                                     $0.00        $0.00
  Diluted                                   $0.00        $0.00

Weighted average shares outstanding     3,768,777     3,387,701


                                     4
<PAGE>

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<S>                                                          <C>           <C>
                                                              Three months Ended
                                                                 December 31
                                                                 2005        2004
                                                             ----------   -----------
Cash flows from operating activities:
    Net income                                              $   25,425     $   6,074
    Adjustments to reconcile net income
     to net cash provided by (used in)operating activities:
       Depreciation                                             51,000        34,050
       Amortization expense                                      6,390           852
       Gain on disposal of assets                               (2,000)          -0-
           Stock Based Compensation Directors                      -0-        19,717
       (Increase) decrease in:
         Accounts receivable                                    143,512     (135,231)
         Inventories                                            (37,770)     (40,532)
         Prepaid expenses and other current assets              (43,227)      (5,615)
         Other assets
       Increase (decrease) in:
         Accounts payable                                       (51,285)       34,471
         Accrued expenses                                       (12,004)        5,113
                                                             ----------   -----------
Net cash provided by (used in) operating activities              80,041       (81,101)
                                                             ----------   -----------
Cash flows from investing activities:
     Acquisition of property, plant and equipment               (38,941)      (17,353)
Proceeds from sale of assets                                      2,000
                                                             ----------   -----------
Net cash provided by (used in) investing activities             (36,941)      (17,353)
                                                             ----------   -----------
Cash flows from financing activities:
Issuance of common stock                                         34,140        10,130
Payments on long-term debt                                      (43,242)      (30,000)
Payments on short-term debt                                     (38,099)          -0-
Preferred stock dividends paid                                  (17,500)          -0-
                                                             ----------   -----------
Net cash provided by (used in) financing activities             (64,701)      (19,870)
                                                             ----------   -----------
Net (decrease) in cash                                          (21,601)     (118,324)
Cash - beginning of period                                      308,210       254,908
                                                             ----------   -----------
Cash - end of period                                          $ 286,609     $ 136,584
                                                             ==========   ===========

</TABLE>

                                                5
<PAGE>


DYNASIL CORPORATION OF AMERICA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1 - Basis of Presentation

     The consolidated balance sheet as of September 30, 2005 was
audited and appears in the Form 10-KSB previously filed by the
Company.  The consolidated balance sheet as of December 31, 2005
and the consolidated statements of operations for the three
months ended December 31, 2005 and 2004, the consolidated
statements of cash flows for the three months ended December 31,
2005 and 2004,and the related information contained in these
notes have been prepared by management without audit.  In the
opinion of management, all adjustments (which include only
normal recurring items) necessary to present fairly the
financial position, results of operations and cash flows in
conformity with generally accepted accounting principles as of
December 31, 2005 and for all periods presented have been made.
Interim operating results are not necessarily indicative of
operating results for a full year.

     On March 8, 2005, Dynasil Corporation of America acquired
the operating assets and assumed certain liabilities of
Optometrics LLC, a worldwide supplier of optical components.
The assets acquired from Optometrics LLC are operated under the
Optometrics Corporation name.  Dynasil financial statements
include the Optometrics Corporation results of operations since
March 9, 2005.

     Certain information and note disclosures normally included
in the Company's annual financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted.  It is suggested that these condensed
consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the
Company's September 30, 2005 Annual Report on Form 10-KSB
previously filed by the Company with the Securities and Exchange
Commission.

Note 2 - Inventories

     Inventories are stated at the lower of average cost or
market.  Cost is determined using the first-in, first-out (FIFO)
method.  Inventories consist primarily of raw materials, work-in-
process and finished goods.  The Company evaluates inventory
levels and expected usage on a periodic basis and records
adjustments for impairments as required.

Inventories consisted of the following:

                              December 31, 2005  September 30, 2005
                              -----------------  ------------------
        Raw Materials               $327,552        $322,902
        Work-in-Process              267,493         246,921
        Finished Goods               284,874         272,326
                                     -------         -------
                                    $879,919        $842,149
                                     =======         =======
Note 3 - Net Income Per Share

     Basic net income per share is computed using the weighted
average number of common shares outstanding. The dilutive
effects of potential common shares outstanding are included in
diluted net earnings per share.


                                    6
<PAGE>



Note 4 - Stock Based Compensation

     The Company has adopted the disclosure provisions of SFAS
No. 148 and continues to account for stock-based compensation
using the intrinsic value method. Accordingly, no compensation
cost has been recognized in the financial statements for stock
options issued to employees since the options were granted at
the most recent market price or higher on the date of grant.
Stock options granted to consultants and other non-employees are
reported at fair value in accordance with SFAS No. 123. The pro
forma disclosures of net loss and net loss per common share
required by SFAS No. 123 are shown below.

                                         Three months ended
                                  December 31, 2005    December 31, 2004
                                     -----------          -------------
     Net income, as reported             $24,425             $6,074

     Add: Stock-based employee
     compensation expense included
     in reported net income                  -0-               -0-

     Less: Total stock-based employee
     compensation expense determined
     under fair value based method
     for all options                      (4,636)              (153)
                                     -----------          -------------
     Pro forma net profit (loss)       $  19,789            $ 5,921
                                     ===========          =============

     Actual net profit (loss)
     per common share                  $    0.00           $   0.00

     Pro forma net profit (loss)
     per common share                   $    0.00          $   0.00


     During the three months ended December 31, 2005, 130,000
stock options were granted at prices ranging from $0.85 to $1.50
per share and 80,000 options were exercised. The 80,000 options
had an exercise price of $0.40 per share with $23,857 paid in
cash and $8,143 relating to Mr. Dunham's 2005 fiscal year bonus.
During the three months ended December 31, 2004, 241,966 options
were granted at prices ranging from $0.40 to $0.60 and no
options were exercised. The Company cancelled 90,000 and 0
options during the three months ended December 31, 2005 and
2004, respectively.  Compensation expenses relating to non-
employee stock options granted during the three months ended
December 31, 2005 and 2004 were $-0-.

ITEM 2.     MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

Overview

     This is the third full quarter of results after the
combination of Optometrics with Dynasil.  On March 8, 2005,
Dynasil Corporation of America acquired the operating assets and
assumed certain liabilities of Optometrics LLC, a worldwide
supplier of optical components including diffraction gratings,
lenses, thin film filters, laser optics, monochromators and
specialized optical systems.  The assets acquired from
Optometrics LLC are being operated under the Optometrics
Corporation ("Optometrics") name.  The Dynasil financial
statements include the Optometrics results of operations for the
period from March 9, 2005 through December 31, 2005.  The
results from time periods previous to March 9, 2005 do not
include Optometrics' results. Integration of Optometrics with
Dynasil is essentially completed and Optometrics is having a
major positive impact on the Company.

                                7
<PAGE>

     Revenues for the 1st quarter ended December 31, 2005 were
$1,548,040, an increase of 98% over revenues of $781,186 for the
quarter ended December 31, 2005.  The net profit for the quarter
ended December 31, 2005 was $25,425, or $0.00 per share,
compared with a net profit of $6,074, or $0.00 per share, for
the quarter ended December 31, 2004.  The addition of
Optometrics was the primary driver for revenue and profitability
increases from the quarter ended December 31, 2004.
Subcontractor problems on a fused silica order, completed in
November 2005, reduced net income by approximately $26,000. The
Company continues to focus on management's strategy of
profitable growth from its optical components business and by
pursuing acquisitions and strategic alliances.

Results of Operations

     Revenues for the three months ended December 31, 2005 were
$1,548,040, an increase of 98% over revenues of $781,186 for the
three months ended December 31, 2004.  The addition of
Optometrics approximately doubled the Company's revenue for the
quarter ending December 31, 2005 over the same quarter in 2004.


     Cost of sales for the three months ended December 31, 2005
was $1,069,896 or 69.1% of sales, a decrease of 5.2 percentage
points from the three months ended December 31, 2004 of
$580,689, or 74.3% of sales. The significant decrease in cost of
sales as a percentage of sales resulted from the higher margin
products coming from Optometrics.  High costs relating to a
subcontractor on a major fused silica order completed in
November 2005 increased cost of sales about $26,000 above
normal.  We were successful in meeting our customer commitments
on that job and do not plan to use that subcontractor in the
future.


     Gross profit for the three months ended December 31, 2005
was $478,144, or 30.9% of sales, an increase of $277,647 over
the three months ended December 31, 2004 of $200,497, or 25.7%
of sales.

     Selling, general and administrative ("SG&A") expenses for
the three months ended December 31, 2005 were $426,659 or 27.6%
of sales, an increase of 3.7 percentage points over the three
months ended December 31, 2004 of $186,720, or 23.9% of sales.
The increase in SG&A expenses and percentage resulted primarily
from the addition of Optometrics Corporation.  Mr. Bruce
Leonetti replaced Mr. Francis Ciancarelli as Vice President of
Sales and Marketing in January 2006.  Mr. Leonetti rejoined the
Company with 16 years of previous Dynasil leadership experience.
He held the same position when he left in 2002 and we are
pleased to have him return with his strong industry contacts and
knowledge of Dynasil.

     Net interest expense for the three months ended December
31, 2005 was $20,535, an increase of $12,832 over the three
months ended December 31, 2004 of $7,703. The increase in
interest expense is primarily related to the additional interest
payments resulting from the indebtedness incurred in connection
with the Optometrics acquisition and recent increases in the
prime commercial rate of interest which adversely impacts the
Company's variable interest rate payments.  Previous loans
relating to Dynasil's New Jersey operations were refinanced with
a different lender on January 5, 2006. The refinancing reduced
Dynasil's interest rate on its New Jersey-based borrowings to a
fixed annual rate of 7.25% and also added a $200,000 line of
credit.

     Net income for the three months ended December 31, 2005 was
$25,425, or $.00 in basic earnings per share, an increase of
$19,351 over the net profit for the three months ended December
31, 2004 of $6,074, or $.00 in basic profit per share.
Optometrics contributed significant additional

                                8
<PAGE>

profitability to the Company and we experienced $26,000 of
unexpected costs relating to problems with a fused silica
contractor which are completely behind us.

     The Company had a $5,525 provision for Massachusetts income
taxes for the quarter ended December 31, 2005 and no provision
for taxes for the quarter ended December 31, 2004.  As of
September 30, 2005, the Company had approximately $1,300,000 of
net operating loss carryforwards to offset future income for
federal tax purposes expiring in various years through 2021. In
addition, the Company has approximately $760,000 of net
operating loss carryforwards to offset certain future New Jersey
taxable income, expiring in various years through 2013.



Liquidity and Capital Resources

     Cash decreased by $21,601 for the three months ended
December 31, 2005. The primary sources of cash were cash from
operations of $80,041 and cash proceeds of $34,140 relating
primarily to the exercise of stock options.  The primary uses of
cash were capital expenditures of $38,941, repayments of long
term debt of $43,242, reduced line of credit borrowings by
$38,099, and dividends payments of $17,500 on Preferred Stock.

     The Company believes that its current cash and cash
equivalent balances, along with the net cash generated by
operations, are sufficient to meet its anticipated cash needs
for working capital for at least the next 12 months. There are
currently no plans for any major capital expenditures in the
next six to nine months. Any major business expansion or
acquisition likely will require the Company to seek additional
debt or equity financing.


Critical Accounting Policies and Estimates

      There  have  been  no  material changes  in  our  critical
accounting  policies  or  critical  accounting  estimates  since
September  30,  2005, nor have we adopted an  accounting  policy
that  has  or  will  have a material impact on our  consolidated
financial  statements.  For further discussion of our accounting
policies  see  Footnote  1 "Summary  of  Significant  Accounting
Policies" in this Quarterly Report on Form 10-QSB and the  Notes
to  Consolidated  Financial Statements in our Annual  Report  on
Form 10-KSB for the fiscal year ended September 30, 2005.
      The  accounting policies that reflect our more significant
estimates,  judgments and assumptions and which we  believe  are
the  most  critical to aid in fully understanding and evaluating
our reported financial results include the following:
Revenue Recognition
       Revenue from sales of products is recognized at the time
title and  the risks and rewards of ownership pass. This is when
the products  are shipped per customers' instructions, the sales
price is fixed  and determinable and collections are reasonably
assured.

Valuation of Long-Lived Assets

      We assess the recoverability of long-lived assets whenever
we  determine  that events or changes in circumstances  indicate
that   their  carrying  amount  may  not  be  recoverable.   Our
assessment  is primarily based upon our estimate of future  cash
flows  associated  with these assets. These  valuations  contain
certain  assumptions  concerning estimated future  revenues  and
future  expenses. We have determined that there is no indication
of impairment of any of our assets.

                                9
<PAGE>

However,  should  our  operating  results  deteriorate;  we  may
determine  that  some  portion  of  our  long-lived  assets  are
impaired. Such determination could result in non-cash charges to
income  that could materially and adversely affect our financial
position or results of operations for that period.
Estimating Allowances for Doubtful Accounts Receivable
      We perform ongoing credit evaluations of our customers and
adjust  credit  limits  based  upon  payment  history  and   the
customer's  current  credit worthiness,  as  determined  by  our
review  of  their  current credit information.  We  continuously
monitor collections and payments from our customers and maintain
a   provision  for  estimated  credit  losses  based  upon   our
historical  experience  and  any  specific  customer  collection
issues  that  we have identified. While such credit losses  have
historically  been  minimal, within  our  expectations  and  the
provisions  established,  we  cannot  guarantee  that  we   will
continue to experience the same credit loss rates that  we  have
in  the past. A significant change in the liquidity or financial
position  of  any  of  our significant customers  could  have  a
material  adverse effect on the collectibility of  our  accounts
receivable and our future operating results.
Valuation of Deferred Tax Assets
      We  regularly evaluate our ability to recover the reported
amount of our deferred income taxes considering several factors,
including  our  estimate  of  the  likelihood  of  the   Company
generating sufficient taxable income in future years during  the
period  over which temporary differences reverse. Based  on  the
company's  history of significant fluctuations in net  earnings,
the  Company  established  a  full  valuation  allowance  as  of
September  30, 2004 and prior due to the uncertainty as  to  the
realization  of certain net operating loss carryforwards.   With
the  asset  acquisition of Optometrics LLC in  March  2005,  the
Company  now believes that some of these carryforwards  will  be
realized,  and has adjusted the valuation allowance  accordingly
as  outlined in the Companies 10-KSB for the fiscal  year  ended
September 30, 2005.

Recent Accounting Pronouncements

     There were no accounting pronouncements issued since the
date of the Company's most recent Form 10-KSB filing.


Forward-Looking Statements

     The statements contained in this Quarterly Report on Form
10-QSB which are not historical facts, including, but not
limited to, certain statements found under the captions "Results
of Operations", "Liquidity and Capital Resources" and
"Optometrics Acquisition" above, are forward-looking statements
that involve a number of risks and uncertainties. The actual
results of the future events described in such forward-looking
statements could differ materially from those stated in such
forward-looking statements. Among the factors that could cause
actual results to differ materially are the risks and
uncertainties discussed in this Quarterly Report on Form 10-QSB,
including, without limitation, the portions of such reports
under the captions referenced above, and the uncertainties set
forth from time to time described in this and the Company's
other filings with the Securities and Exchange Commission, and
other public statements. Such risks and uncertainties include,
without limitation, seasonality, interest in the Company's
products, customer acceptance of new products, general economic




                               10
<PAGE>



conditions, market trends, costs and availability of raw
materials and management information systems, competition,
litigation, need for additional financing, the effect of
governmental regulation and other matters. The Company disclaims
any intention or obligation to update any forward-looking
statements, whether as a result of new information, future
events or otherwise.

ITEM 3    CONTROLS AND PROCEDURES

      Based on their most recent informal evaluation, which  was
completed during the period covered within this Form 10-QSB, the
Company's  President/Chief Executive Officer and Chief Financial
Officer  believe  that  the Company's  disclosure  controls  and
procedures  (as defined in Exchange Act Rule 13a-14 and  15d-14)
are  effective.  There were not any significant changes  in  the
Company's   internal  controls  nor  other  facts   that   could
significantly affect these controls subsequent to  the  date  of
this evaluation, including any corrective actions with regard to
significant  deficiencies and material weaknesses.  The  Company
is  presently  unable to provide segregation  of  duties  within
itself as a means of internal control.  As a result, the Company
is  presently  relying  on  overriding management  reviews,  and
assistance  from its board of directors and Audit  Committee  in
providing  short-term  review  procedures  until  such  time  as
additional funding is provided to hire additional executives  to
segregate duties within the Company.

PART II

OTHER INFORMATION
------------------

ITEM 1    LEGAL PROCEEDINGS

    NONE

ITEM 2    CHANGES IN SECURITIES

    NONE

ITEM 3    DEFAULTS ON SENIOR SECURITIES

    NONE

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    NONE


ITEM 5    OTHER INFORMATION

The information presented in Items 1 and 2 of Part I of this
Report is incorporated herein by reference. On February 14,
2006, the Company issued a press release announcing its
financial results for its first quarter ending December 31,
2005.  A copy of this press release is attached as Exhibit 99 to
this Report on Form 10-QSB. This information is being furnished
pursuant to Item 5 of Part II of Form 10-QSB and shall not be
deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that Section,
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific
reference in such a filing.

                                      11
<PAGE>


ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K


    (a)  Exhibits and index of Exhibits

     31.1(a) and (b) Rule 13a-14(a)/15d-14(a) Certifications pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002.

     32.1 Section 1350 Certification pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002 (furnished but not filed for
     purposes of the Securities Exchange Act of 1934)


     99.1 Press release, dated February 14, 2006, issued by
     Dynasil Corporation of America announcing its financial
     results for the first quarter ending December 31, 2005.


     (b) Reports on Form 8-K

     None

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


DYNASIL CORPORATION OF AMERICA


BY:       /s/ Craig T. Dunham                     DATED: February 14, 2006
    ---------------------------------                   --------------------
          Craig T. Dunham,
          President and CEO


          /s/ Laura Lunardo                       DATED: February 14, 2006
    -----------------------------                       --------------------
         Laura Lunardo
         Chief Financial Officer

                                     12
<PAGE>