UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                       FORM 10-QSB



(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF 1934

      For the quarterly period ended March 31, 2006

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

                For the transition period from to

                  Commission File No. 000-51245

                  NORTH SHORE CAPITAL ADVISORS CORP.

        (Name of small business issuer as specified in its charter)


                                                           20-1354612
                            Delaware                   (I.R.S. Employer
                    _______________________           Identification No.)
                    (State of Incorporation)



                 20 Marlin Lane
                 Port Washington, New York  11050
            ________________________________________
            (Address of principal executive offices)



                      516/765-6220
                ___________________________
                (Issuer's telephone number)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the  registrant  was  required to file such  reports),  and
(2)has been subject to such filing requirements for the past 90 days.

     [ X ] yes        [   ] no



     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act).

     [ X ] yes        [   ] no




     The number of shares  outstanding of the registrant's class of Common Stock
as of May 1, 2006 was 282,350.


     Transitional Small Business Disclosure Format

     [   ] yes        [ X ] no



                                1

<Page>
                           NORTH SHORE CAPITAL ADVISORS CORP.

                                 FORM 10-QSB

                       FOR THE QUARTER ENDED MARCH 31, 2006


TABLE OF CONTENTS
                                                                        Page
                                                                      Numbers
PART I -FINANCIAL INFORMATION

Item 1  Financial Statements

       Statements of Financial Condition
       as of March 31, 2006 (Unaudited)
       and December 31, 2005                                             3

       Statements of Operations for the three
       months ended March 31, 2005 and 2006 (Unaudited)                  4

       Statements of Cash Flows for the three
       months ended March 31, 2005 and 2006 (Unaudited)                  5

       Notes to Financial Statements (Unaudited)                         6

Item 2 - Management's Discussion and Analysis or Plan of Operation       8

Item 3 - Controls and Procedures                                         9

PART II OTHER INFORMATION

Item 1 - Legal Proceedings                                               9

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds     9

Item 3 - Defaults upon Senior Securities                                 9

Item 4 - Submission of Matters to a Vote of Security Holders             9

Item 5 - Other Information                                               9

Item 6 - Exhibits and Reports on Form 8-K                               10

        Signatures                                                      11







                                2

<PAGE>

                         North Shore Capital Advisors Corp.
                         Statements of Financial Condition

                                              As of                  As of
                                        December 31, 2005        March 31, 2006
                                                                  (Unaudited)
                                        ------------------    -----------------

 ASSETS

CURRENT ASSETS

   CASH                                        $ 46,718            $ 37,935
   ACCOUNTS RECEIVABLE                            5,000               1,500
                                            ----------------   ---------------
TOTAL CURRENT ASSETS                           $ 51,718            $ 39,435
                                           ================   ===============


 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
    ACCRUED LIABILITIES                        $ 11,537             $ 12,924
                                            ---------------    --------------

 STOCKHOLDERS' EQUITY

 PREFERRED STOCK $0.0001 PAR VALUE,
 AUTHORIZED 2,000,000 SHARES, ISSUED-NONE             -                    -

 COMMON STOCK $0.0001 PAR VALUE,
 AUTHORIZED 10,000,000 SHARES,
 ISSUED & OUTSTANDING 282,350 SHARES
 AS OF December 31, 2005, AND                        28                   28
 March 31, 2006

 ADDITIONAL PAID IN CAPITAL                      83,322               83,322

 ACCUMULATED DEFICIT                            (43,169)             (56,839)
                                             ----------------    ------------

 TOTAL STOCKHOLDERS' EQUITY                      40,181               26,511
                                             ----------------    ------------

 TOTAL LIABILITIES AND STOCKHOLDERS'            $51,718             $ 39,435
 EQUITY                                      ================   =============





                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS









                                      3

<PAGE>


                        North Shore Capital Advisors Corp.
                            Statements of Operations
                                  (Unaudited)


                                                THREE MONTHS ENDED
                                                ------------------
                                    March 31, 2005             March 31, 2006
                                    ------------------       ----------------
REVENUES:

 CONSULTING INCOME                     $  1,000                $   4,500
 INTEREST INCOME                            291                      360
                                    ------------------        ---------------
TOTAL REVENUES                         $  1,291                    4,860



GENERAL & ADMINISTRATIVE EXPENSES:     $ 11,115                   18,530
                                    -------------------       ---------------

NET LOSS                               $ (9,824)             $   (13,670)
                                    -------------------       ---------------
                                    -------------------       ---------------

LOSS PER COMMON SHARE
BASIC AND DILUTED                      $  (0.04)             $     (0.05)
                                    -------------------       ---------------
                                    -------------------       ---------------


WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING-BASIC AND DILUTED    256,224                  282,350
                                    -------------------       ---------------
                                    -------------------       ---------------




                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS




                                       4


<PAGE>

                   North Shore Capital Advisors Corp.
                         Statements of Cash Flow
                              (Unaudited)


                                                THREE MONTHS ENDED
                                                ------------------
                                            March 31, 2005      March 31, 2006
                                          ------------------   ----------------





CASH FLOWS FROM OPERATING ACTIVITIES

NET LOSS                                      $  (9,824)            $(13,670)
Adjustments to reconcile net loss to
net cash used in operating activities:
Changes in asset and liability balances:
Accounts receivable                              (1,000)               3,500
Accrued Liabilities                               2,760                1,387
                                              --------------      -----------


NET CASH USED IN OPERATING ACTIVITIES         $  (8,064)            $ (8,783)
                                              --------------      -----------

NET CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock           57,350                   --
Proceeds from Common Stock
 subscription receivable                         23,000                   --
                                              --------------     ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES        80,350                   --
                                              --------------     ------------


NET INCREASE (DECREASE) IN CASH               $  72,286              $ (8,783)
CASH - beginning of period                        1,794                46,718
                                              --------------     ------------

CASH - end of period                          $  74,080              $ 37,935
                                              --------------    -------------



                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS





                                5
<PAGE>



                        North Shore Capital Advisors Corp.

                         Notes to Financial Statements

                               March 31, 2006

                                   (Unaudited)

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     North Shore Capital  Advisors Corp. (the "Company") was organized under the
laws of the State of Delaware on June 29, 2004 to offer consulting and financial
services.  In 2005,  the  Company  entered  into its  first  financial  services
consulting agreements.  The Company's clients are currently located in New York,
New Jersey and Florida.

         Basis of Presentation

     The accompanying  unaudited  interim  financial  statements as at March 31,
2006,  and for the three months ended March 31, 2006 and 2005 have been prepared
in  accordance  with  accounting   principles  generally  accepted  for  interim
financial  statements  presentation  and in accordance with the  instructions to
Regulation  S-B.  Accordingly,  they  do not  include  all the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States of America for complete financial statement presentation.  In the opinion
of management, the financial statements contain all adjustments (consisting only
of normal recurring accruals) necessary to present fairly the financial position
as of March 31, 2006 and the results of operations  and cash flows for the three
months ended March 31, 2006 and 2005.  The results of  operations  for the three
months  ended for the three  months  ended  March 31,  2006 are not  necessarily
indicative  of the results to be expected  for the full year.  This  information
should be read in  conjunction  with the financial  statements and notes thereto
for the year ended  December 31, 2005 included in the  Company's  Form 10-KSB as
filed with the Securities and Exchange Commission. There have been no changes in
significant accounting policies since December 31, 2005.

         Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  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 these estimates.  Significant
estimates  made by  management  include the  valuation of the deferred tax asset
allowance.

         Fair Value of Financial Instruments

     The amounts at which current assets and current  liabilities  are presented
approximate their fair value due to their short-term nature.

         Revenue Recognition

     The Company recognizes revenue from its financial consulting  agreements as
services are provided on a monthly and hourly basis, based on a standardized fee
structure.  No up-front fees are received and  consequently,  the Company is not
required to defer revenue.

        Accounts Receivable

     Accounts  receivable are recorded at their estimated  realizable  value. An
allowance for doubtful accounts is estimated by management through evaluation of
significant past due accounts. Accounts are deemed past due when payment has not
been received within the stated time period.  The Company's  policy is to review
individual  past due  amounts  periodically  and write off amounts for which all
collection  efforts are deemed to have been exhausted.  As of March 31, 2006 and
December 31, 2005, no allowance is deemed necessary.

         Income Taxes

     The Company  follows the  provisions  of Statement of Financial  Accounting
Standards  Board No. 109,  "Accounting for Income Taxes," which requires the use
of the liability  method of accounting  for income taxes.  The liability  method
measures  deferred income taxes by applying enacted statutory rates in effect at
the balance  sheet date to the  differences  between the tax basis of assets and
liabilities  and  their  reported  amounts  on  the  financial  statements.  The
resulting  deferred tax assets or liabilities are adjusted to reflect changes in
tax laws as they occur. A valuation allowance is provided when it is more likely
than not that a deferred tax asset will not be realized.



                                6
<PAGE>

Loss Per Common Share

     The Company has adopted Statement of Financial Accounting Standards No.128,
"Earnings  Per Share",  which  modified  the  calculation  of earnings per share
("EPS").  This statement replaced the previous presentation of primary and fully
diluted EPS to basic and diluted EPS.  Basic EPS is computed by dividing  income
available to common stockholders by the weighted average number of common shares
outstanding  for the period.  Diluted EPS  includes the dilution of common stock
equivalents,  and is  computed  similarly  to  fully  diluted  EPS  pursuant  to
Accounting Principles Board (APB) Opinion 15.

     Basic loss per  common  share is  calculated  by  dividing  net loss by the
weighted  average number of shares of common stock  outstanding.  Stock warrants
have not been  included in the  calculation  of diluted  loss per share,  as the
effect would have been anti-dilutive.  Accordingly,  basic and dilutive loss per
share are the same for the Company.


Loss Per Share
                                 For the three months ended
                                 __________________________


                            March 31, 2005           March 31, 2006
                           _______________           _______________

           Basic               $ (0.04)                  $ (0.05)
                               ________                  ________
                               ________                  ________


           Diluted             $ (0.04)                  $ (0.05)
                               ________                  ________
                               ________                  ________




NOTE B - CAPITAL TRANSACTIONS

     On July 1, 2004,  the Company  issued  200,000  shares of common  stock and
800,000  warrants  in  exchange  for $1,000.  Management  allocated  $800 of the
purchase price to the warrants.  The warrants are exercisable at $0.12 per share
and expire on July 1, 2014. The warrants are not  exercisable  until the date on
which the closing price of the shares of the Company's  common stock has equaled
or exceeded $1.00 per share on the NASDAQ Bulletin Board, NASDAQ National Market
System  or on the  American  or New York  Stock  Exchange  for at least ten (10)
consecutive trading days.

     On July 14, 2004,  25,000 shares were sold for $1.00 per share. The Company
received  cash of $2,000 in 2004 and issued a note  receivable  for $23,000.  On
February 1, 2005,  the  subscription  receivable was satisfied by the receipt of
$23,000 in cash.

     On February 10, 2005, the Company  completed a private  placement of 57,350
shares of common stock at $1.00 per share.

     Six principal shareholders  (including the Company's President) own 218,200
shares of Common Stock.  These  shareholders  have agreed to escrow their shares
until the earlier of (i) February 10, 2008 or (ii) the date on which the closing
price of the shares of the Company's  common stock has equaled or exceeded $1.00
per share on the NASDAQ Bulletin Board,  NASDAQ National Market System or on the
American or New York Stock  Exchange for at least ten (10)  consecutive  trading
days. While in escrow,  the holders will be able to vote such securities but may
not sell them.

NOTE C - RELATED PARTY TRANSACTIONS

     Krovim, LLC, a principal stockholder of the Company, has agreed to loan the
Company up to $25,000. Any borrowings under this agreement will bear interest at
the rate of prime plus 2% per annum.  No such borrowings have ever been made and
none are currently outstanding.

     The Company  utilizes the office space provided by its president at no cost
to the Company. The amount of office space utilized by the Company is considered
insignificant.

                               7

<PAGE>


     In February  2005, the Company  entered into a consulting  agreement with a
company whose sole  shareholder  is also a shareholder  of the Company.  For the
three months ended March 31, 2005 and 2006,  this related  party  accounted  for
$1,000 and $1,500 of the Company's revenues, respectively. At March 31, 2005 and
2006, the Company had accounts receivable outstanding from this related party of
$1,000 and $500, respectively.

NOTE D - COMMITMENTS

Long-term Employment Agreement & Executive Compensation

     On  February  7, 2005,  the Company  entered  into a three year  employment
agreement  with its  president,  which shall be extended from year to year after
the initial term. The president  shall not be entitled to any cash  compensation
from the Company for his services until the Company's annualized revenues exceed
$500,000 on a quarterly  basis. At such time, the president shall be entitled to
receive a salary of $50,000 per annum. In addition,  in July,  2004, the Company
entered into a bonus agreement ("Bonus Agreement") with Mr. Cohen which provides
that if Mr.  Cohen first  introduces  an entity to the Company that results in a
merger with the Company,  the Company will issue,  at the closing of the merger,
to Mr. Cohen five year warrants to purchase 200,000 shares of Common Stock at an
exercise price of $1.00 per share.


NOTE E - CONCENTRATION OF RISKS

     The Company's  cash balances are maintained in a high quality bank checking
account.  Management deems all its accounts receivables to be fully collectible,
and, as such, does not maintain any allowances for uncollectible receivables.


     As  of  March  31,  2006,  one  of  the  Company's  clients  accounted  for
approximately  67% of the  Company's  accounts  receivable  and  another  client
accounted for the balance.  All of the Company's  consulting income in the three
months ended March 31, 2006 is from these two clients, one of whom accounted for
all of the Company's  revenues and all accounts  receivable for the three months
ended March 31, 2005 and 33% of total  revenues  and 33% of accounts  receivable
for the three months ended March 31, 2006.



Item 2.     Management's Discussion and Analysis

     The financial  information  included  herein should be read in  conjunction
with the Financial Statements, including the Notes thereto.

OPERATIONS

     NSCA was formed on June 29, 2004 as a Delaware corporation. As of March 31,
2006,  NSCA had net  working  capital of  approximately  $26,511.  For the three
months ended March 31, 2006 we had revenues of $4,860 as compared to revenues of
$1,291 for the three months ended March 31, 2005.  Such revenue was derived from
our three  consulting  agreements  and  interest  income  on our cash  balances.
Expenses for the three months ended March 31, 2006 were $18,530,  as compared to
$11,115 for the three months  ended March 31, 2005.  The increase in expenses is
primarily attributable to increased legal and accounting expenses. For the three
months ended March 31, 2006,  our net loss from  operations  was  $(13,670),  as
compared to a net loss from  operations of $(9,824) the three months ended March
31, 2005.

LIQUIDITY AND CAPITAL RESOURCES

     Since its inception,  we have funded our operations from the sale of common
stock to our founders and in connection with the Private Placement. In addition,
our principal  stockholder has agreed to lend the Company up to $25,000. No such
borrowings are currently outstanding under this agreement. We anticipate that as
we expand, additional funds will be required.

     We may seek to  borrow  funds  from  banks or  other  lending  institutions
although  we  currently  have no  commitments  for any  such  borrowings  and no
assurance  can be given  that any such  commitments  will be  obtained  on terms
acceptable to us.

     In addition we may seek to sell additional  shares of our Common Stock in a
private placement or public offering or our Board of Directors may authorize the
sale of our Preferred  Stock.  No such stock offering is currently  contemplated
and no  assurance  can be  given  that any such  offering  will be  successfully
completed.

                        8
<PAGE>

Risk Factors and Forward Looking Statements

     The  following  factors  should be considered  carefully in evaluating  the
Company and its business:

     This Report on Form 10-QSB contains certain forward-looking statements that
are based on current  expectations.  In light of the important  factors that can
materially  affect  results,  including  those set forth in this  paragraph  and
below,  the  inclusion  of  forward-looking  information  herein  should  not be
regarded  as a  representation  by the  Company  or any  other  person  that the
objectives  or plans of the Company will be achieved.  The Company may encounter
competitive,  technological,  financial and business  challenges  making it more
difficult  than  expected to continue  to develop and market its  services;  the
market may not accept the Company's  existing and future  services;  the Company
may be unable to retain  existing  key  management  personnel;  and there may be
other  material  adverse  changes  in  the  Company's  operations  or  business.
Assumptions relating to budgeting, marketing, and other management decisions are
subjective in many respects and thus susceptible to interpretations and periodic
revisions based on actual  experience and business  developments,  the impact of
which may cause the Company to alter its marketing,  or other budgets, which may
in turn affect the Company's  financial position and results of operations.  The
reader is therefore  cautioned  not to place undue  reliance on  forward-looking
statements  contained  herein,  which  speak  solely as of the date of this Form
10-QSB.  The Company  assumes no  responsibility  to update any  forward-looking
statements as a result of new information, future events, or otherwise.

     For other risk  factors  relating to the Company see the  Company's  Annual
Report on Form  10-KSB  for the year  ended  December  31,  2005  filed with the
Securities and Exchange Commission.


Item 3.  Controls and Procedures


     Our Chief Executive Officer and Chief Financial Officer (collectively,  the
"Certifying   Officers")  are  responsible  for   establishing  and  maintaining
disclosure controls and procedures for the Company. Such officers have concluded
(based on their  evaluation of these controls and procedures as of a date within
90 days of the filing of this report) that the Company's disclosure controls and
procedures are effective, for a company of this size, to ensure that information
required  to be  disclosed  by the  Company in this  report is  accumulated  and
communicated  to the Company's  management,  including  its principal  executive
officers  as  appropriate,   to  allow  timely  decisions   regarding   required
disclosure.  The  Certifying  Officers  also have  indicated  that there were no
significant  changes in the  Company's  internal  controls or other factors that
could  significantly  affect  such  controls  subsequent  to the  date of  their
evaluation,  and there were no  corrective  actions  with regard to  significant
deficiencies and material weaknesses.

                       PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

         None


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         None


Item 3.  Defaults upon Senior Securities

         Not applicable


Item 4.  Submission of Matters to a Vote of Security Holders

         None


Item 5.  Other Information

         None


                                9

<PAGE>

Item 6.  Exhibits

(a)  Exhibits:

31.1 Certification  of Chief Executive and Chief Financial  Officer  pursuant to
     Section 302 Sarbanes-Oxley Act of 2002

32.1 Certification  Pursuant to 18 U.S.C.  Section 1350, as adopted  Pursuant to
     Section 906 of the Sarbanes- Oxley Act of 2002


EXHIBIT 31.1
                                 CERTIFICATION

I, Steven Cohen, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of North Shore Capital
     Advisors Corp. ("North Shore");

2.   Based on my knowledge,  this quarterly  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 quarterly report;

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

4.   North  Shore's  other  certifying   officers  and  I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and  15(d)-15(e)) and internal control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for North Shore and have:

     a. Designed such disclosure controls and procedures to ensure that material
information  relating to North  Shore,  or caused such  disclosure  controls and
procedures to be disclosed  under our  supervision,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

     b. Designed such internal control over financial reporting,  or caused such
internal control over financial  reporting to be designed under our 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 North Shore's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this quarterly report based on such evaluation; and

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

5.   North Shore's other certifying officers and I have disclosed,  based on our
     most recent  evaluation  of internal  control over  financial  reporting to
     North  Shore's  auditors and the audit  committee of North Shore'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 North Shore's ability to record,  process,  summarize
and report financial data; and

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


                                   10

<PAGE>



Date: May 15, 2006


/s/Steven Cohen
Steven Cohen
Chief Executive Officer and Chief Financial Officer


EXHIBIT 32.1

                    NORTH SHORE CAPITAL ADVISORS CORP.

   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 Quarterly  Report of North Shore Capital  Advisors
Corp.  (the  "Company")  on Form 10-QSB for the period  ending March 31, 2006 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
Report), I, Steven Cohen, Chief Executive Officer and Chief Financial Officer of
the Company,  certify,  pursuant to 18 U.S.C.  ss. 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.   To my knowledge,  the information  contained in the Report fairly presents,
     in all material respects,  the financial condition and result of operations
     of the Company as of the period covered by the Report.




/s/ Steven Cohen
Steven Cohen
Chief Executive Officer and Chief Financial Officer

May 15, 2006

                                  SIGNATURES


     Pursuant to the  requirements  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.


                          NORTH SHORE CAPITAL ADVISORS CORP.


                         /s/ Steven Cohen
                            --------------------------------------
                            Steven Cohen
                            Chief Executive Officer and Chief Financial Officer


Dated:  May 15, 2006










                                        11