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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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Form 10-Q Equivalent - Informational



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(Mark One)



| ̈ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended December 31, 2005



OR



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



For the transition period from
 to



Commission File Number: N/A



AMERICAN ROCK SALT COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|New York                                                      |  | 16-1516458                         
|(State or Other Jurisdiction ofIncorporation or Organization) |  | (IRS EmployerIdentification Number)



|                                         |  |           
|---------------------------------------- |  | ----------
|3846 Retsof Road, Retsof, New York       |  | 14539     
|(Address of Principal Executive Offices) |  | (Zip Code)



Registrants
Telephone Number, Including Area Code: (585) 243-9510 ext. 1164



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(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report): N/A



Indicate by check mark whether the registrant: (1) 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 ̈NO ̈N/A  x



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer
and large accelerated filer in Rule 12b-2 of the Exchange Act.



Large Accelerated Filer ̈Accelerated Filer ̈Non-Accelerated Filer  x



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



YES ̈NO  x



This Form 10-Q Equivalent is only being filed for informational purposes pursuant to the indenture governing American Rock
Salt Company LLCs 91/2% Senior Secured Notes due 2014.



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##### Table of Contents

American Rock Salt Company LLC

INDEX



|           |  |                                                                                                   |  |           
|---------- |  | ------------------------------------------------------------------------------------------------- |  | ----------
|           |  |                                                                                                   |  | PageNumber
|           |  |                                                                                                  
|Part 1.    |  | Financial Information                                                                             |  |           
|           |  |                                                                                                  
|Item 1.    |  | Financial Statements                                                                              |  |           
|           |  |                                                                                                  
|           |  | Balance SheetsDecember 31, 2005 (Unaudited) and September 30, 2005                                |  | 2         
|           |  |                                                                                                  
|           |  | Statements of OperationsThree Months Ended December 31, 2005 and 2004 (Unaudited)                 |  | 3         
|           |  |                                                                                                  
|           |  | Statement of Changes in Members DeficitThree Months Ended December 31, 2005 and 2004 (Unaudited) |  | 3         
|           |  |                                                                                                  
|           |  | Statements of Cash FlowsThree Months Ended December 31, 2005 and 2004 (Unaudited)                 |  | 4         
|           |  |                                                                                                  
|           |  | Notes to Interim Financial Statements                                                             |  | 5         
|           |  |                                                                                                  
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations             |  | 9         
|           |  |                                                                                                  
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                        |  | 14        
|           |  |                                                                                                  
|Item 4.    |  | Controls and Procedures                                                                           |  | 14        
|           |  |                                                                                                  
|Part II.   |  | Other Information                                                                                 |  |           
|           |  |                                                                                                  
|Item 1.    |  | Legal Proceedings                                                                                 |  | 15        
|           |  |                                                                                                  
|Item 1A.   |  | Risk Factors                                                                                      |  | 15        
|           |  |                                                                                                  
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                       |  | 15        
|           |  |                                                                                                  
|Item 3.    |  | Defaults upon Senior Securities                                                                   |  | 15        
|           |  |                                                                                                  
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                               |  | 15        
|           |  |                                                                                                  
|Item 5.    |  | Other Information                                                                                 |  | 15        
|           |  |                                                                                                  
|Item 6.    |  | Exhibits                                                                                          |  | 16        
|           | 
|Signatures |  | 17                                                                                               
|           | 
|Exhibits   |  | 18                                                                                               



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------



American Rock Salt Company LLC

Balance Sheets

(Dollars in Thousands)

(Unaudited)



|                                                                                                                                         |  |                  |         |   |                   |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                         |  | December 31,2005 |         |   | September 30,2005 |  
|Assets                                                                                                                                   |  |                  |         |   |                   |   |         |  
|Current assets                                                                                                                           |  |                  |         |   |                   |   |         |  
|Cash and equivalents                                                                                                                     |  | $                | 5,340   |   |                   | $ | 2,234   |  
|Accounts receivable, net of reserve for doubtful accounts of approximately $64 at September 30, 2005 and December 31, 2005,
respectively |  |                  | 28,710  |   |                   |   | 7,193   |  
|Inventory                                                                                                                                |  |                  | 26,893  |   |                   |   | 33,053  |  
|Prepaid expenses                                                                                                                         |  |                  | 518     |   |                   |   | 687     |  
|                                                                                                                                         |  |                  |         |   |                   |   |         |  
|Total current assets                                                                                                                     |  |                  | 61,461  |   |                   |   | 43,167  |  
|Property and equipment, net                                                                                                              |  |                  | 76,296  |   |                   |   | 75,457  |  
|Other assets                                                                                                                             |  |                  |         |   |                   |   |         |  
|Salt deposits and mineral rights, net                                                                                                    |  |                  | 2,590   |   |                   |   | 2,603   |  
|Mine acquisition costs, net                                                                                                              |  |                  | 386     |   |                   |   | 388     |  
|Financing costs, net of accumulated amortization                                                                                         |  |                  | 6,354   |   |                   |   | 6,547   |  
|                                                                                                                                         |  |                  |         |   |                   |   |         |  
|Total other assets                                                                                                                       |  |                  | 9,330   |   |                   |   | 9,538   |  
|                                                                                                                                         |  |                  |         |   |                   |   |         |  
|Total assets                                                                                                                             |  | $                | 147,087 |   |                   | $ | 128,162 |  
|                                                                                                                                         |  |                  |         |   |                   |   |         |  
|Liabilities and Members Equity                                                                                                          |  |                  |         |   |                   |   |         |  
|Current liabilities                                                                                                                      |  |                  |         |   |                   |   |         |  
|Revolving line of credit                                                                                                                 |  | $                | 15,700  |   |                   | $ | 13,700  |  
|Current portion of long-term debt                                                                                                        |  |                  | 2,850   |   |                   |   | 2,849   |  
|Accounts payable                                                                                                                         |  |                  | 9,361   |   |                   |   | 3,655   |  
|Accrued expenses                                                                                                                         |  |                  | 3,565   |   |                   |   | 3,225   |  
|Accrued bond interest                                                                                                                    |  |                  | 2,771   |   |                   |   | 396     |  
|Related party payables                                                                                                                   |  |                  | 1,015   |   |                   |   | 361     |  
|                                                                                                                                         |  |                  |         |   |                   |   |         |  
|Total current liabilities                                                                                                                |  |                  | 35,262  |   |                   |   | 24,186  |  
|Long-term debt, net of current portion                                                                                                   |  |                  | 123,869 |   |                   |   | 124,568 |  
|                                                                                                                                         |  |                  |         |   |                   |   |         |  
|Total liabilities                                                                                                                        |  |                  | 159,131 |   |                   |   | 148,754 |  
|                                                                                                                                         |  |                  |         |   |                   |   |         |  
|Members deficit                                                                                                                         |  |                  |         |   |                   |   |         |  
|Class A Units 6,250 units issued and outstanding at December 31, 2005 and September 30, 2005                                             |  |                  | (3,962  | ) |                   |   | (6,774  | )
|Class F Units 12,750 units issued and outstanding at December 31, 2005 and September 30, 2005                                            |  |                  | (8,082  | ) |                   |   | (13,818 | )
|                                                                                                                                         |  |                  |         |   |                   |   |         |  
|                                                                                                                                         |  |                  | (12,044 | ) |                   |   | (20,592 | )
|                                                                                                                                         |  |                  |         |   |                   |   |         |  
|                                                                                                                                         |  | $                | 147,087 |   |                   | $ | 128,162 |  
|                                                                                                                                         |  |                  |         |   |                   |   |         |  



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American Rock Salt Company LLC

Statements of Operations

(Dollars in Thousands)

(Unaudited)



|                         |  |                            |        |   |                   |   |        |  
|------------------------ |  | -------------------------- | ------ | - | ----------------- | - | ------ | -
|                         |  | For the three months ended |       
|                         |  | December 31, 2005          |        |   | December 31, 2004 |  
|Sales                    |  |                            |        |   |                   |   |        |  
|Bulk                     |  | $                          | 44,041 |   |                   | $ | 26,438 |  
|Packaged                 |  |                            | 1,551  |   |                   |   | 1,169  |  
|                         |  |                            |        |   |                   |   |        |  
|Total sales              |  |                            | 45,592 |   |                   |   | 27,607 |  
|                         |  |                            |        |   |                   |   |        |  
|Cost of sales            |  |                            |        |   |                   |   |        |  
|Freight and handling     |  |                            | 21,298 |   |                   |   | 11,597 |  
|Products                 |  |                            | 10,728 |   |                   |   | 8,735  |  
|                         |  |                            |        |   |                   |   |        |  
|                         |  |                            | 32,026 |   |                   |   | 20,332 |  
|                         |  |                            |        |   |                   |   |        |  
|Gross income             |  |                            | 13,566 |   |                   |   | 7,275  |  
|Operating expenses       |  |                            | 1,873  |   |                   |   | 1,949  |  
|                         |  |                            |        |   |                   |   |        |  
|Income from operations   |  |                            | 11,693 |   |                   |   | 5,326  |  
|                         |  |                            |        |   |                   |   |        |  
|Other income (expense)   |  |                            |        |   |                   |   |        |  
|Interest expense         |  |                            | (3,151 | ) |                   |   | (2,924 | )
|Other financing charges  |  |                            | (11    | ) |                   |   | (7     | )
|Other, net               |  |                            | 17     |   |                   |   | 3      |  
|                         |  |                            |        |   |                   |   |        |  
|Total other expense, net |  |                            | (3,145 | ) |                   |   | (2,928 | )
|                         |  |                            |        |   |                   |   |        |  
|Net income               |  | $                          | 8,548  |   |                   | $ | 2,398  |  
|                         |  |                            |        |   |                   |   |        |  



AMERICAN ROCK SALT COMPANY LLC

Statement of
Changes in Members Deficit

For the Three Months Ended December 31, 2005

(Dollars in Thousands)

(Unaudited)



|                                        |  |       |         |  
|--------------------------------------- |  | ----- | ------- | -
|                                        |  | Total |        
|Members (deficit) - September 30, 2005 |  | $     | (20,592 | )
|                                        |  |       |         |  
|Net income                              |  |       | 8,548   |  
|                                        |  |       |         |  
|Members (deficit) - December 31, 2005  |  | $     | (12,044 | )
|                                        |  |       |         |  



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



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American Rock Salt Company LLC

Statements of Cash Flows

(Dollars in Thousands)

(Unaudited)



|                                                                                 |  |                            |         |   |                   |   |         |  
|-------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                 |  | For the three months ended |        
|                                                                                 |  | December 31, 2005          |         |   | December 31, 2004 |  
|Cash flows from operating activities                                             |  |                            |         |   |                   |   |         |  
|Net income                                                                       |  | $                          | 8,548   |   |                   | $ | 2,398   |  
|Adjustments to reconcile net income to net cash provided by operating activities |  |                            |         |   |                   |   |         |  
|Depreciation                                                                     |  |                            | 1,709   |   |                   |   | 1,585   |  
|Depletion                                                                        |  |                            | 13      |   |                   |   | 13      |  
|Amortization of mine acquisition and financing costs                             |  |                            | 195     |   |                   |   | 194     |  
|Changes in                                                                       |  |                            |         |   |                   |   |         |  
|Accounts receivable                                                              |  |                            | (21,517 | ) |                   |   | (11,497 | )
|Inventory                                                                        |  |                            | 6,160   |   |                   |   | 348     |  
|Prepaid expenses and other assets                                                |  |                            | 169     |   |                   |   | 140     |  
|Accounts payable                                                                 |  |                            | 5,706   |   |                   |   | (10     | )
|Accrued expenses                                                                 |  |                            | 340     |   |                   |   | 1,000   |  
|Accrued bond interest                                                            |  |                            | 2,375   |   |                   |   | 2,375   |  
|Borrowings of related party payables                                             |  |                            | 654     |   |                   |   | 260     |  
|                                                                                 |  |                            |         |   |                   |   |         |  
|Net cash provided by (used in) operating activities                              |  |                            | 4,352   |   |                   |   | (3,194  | )
|                                                                                 |  |                            |         |   |                   |   |         |  
|Cash flows from investing activities                                             |  |                            |         |   |                   |   |         |  
|Purchase of property and equipment                                               |  |                            | (2,548  | ) |                   |   | (1,004  | )
|Purchase of salt deposits and mineral rights                                     |  |                            |        |   |                   |   |        |  
|                                                                                 |  |                            |         |   |                   |   |         |  
|Net cash used in investing activities                                            |  |                            | (2,548  | ) |                   |   | (1,004  | )
|                                                                                 |  |                            |         |   |                   |   |         |  
|Cash flows from financing activities                                             |  |                            |         |   |                   |   |         |  
|Repayments on long-term debt                                                     |  |                            | (698    | ) |                   |   | (6      | )
|Borrowings on revolving line of credit                                           |  |                            | 2,000   |   |                   |   | 4,420   |  
|Increase in Restricted Cash                                                      |  |                            |        |   |                   |   | (664    | )
|                                                                                 |  |                            |         |   |                   |   |         |  
|Net cash provided by financing activities                                        |  |                            | 1,302   |   |                   |   | 3,750   |  
|                                                                                 |  |                            |         |   |                   |   |         |  
|Net increase (decrease) in cash and equivalents                                  |  |                            | 3,105   |   |                   |   | (448    | )
|Cash and equivalents - beginning of period                                       |  |                            | 2,234   |   |                   |   | 3,102   |  
|                                                                                 |  |                            |         |   |                   |   |         |  
|Cash and equivalents - end of period                                             |  | $                          | 5,340   |   |                   | $ | 2,654   |  
|                                                                                 |  |                            |         |   |                   |   |         |  
|                                                                                 |  |                           
|Supplemental Disclosure of Cash Flow Activities                                  |  |                            |         |   |                   |   |         |  
|                                                                                 |  | For the three months ended |        
|                                                                                 |  | December 31, 2005          |         |   | December 31, 2004 |  
|Cash paid for interest                                                           |  | $                          | 777     |   |                   | $ | 524     |  
|                                                                                 |  |                            |         |   |                   |   |         |  



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



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AMERICAN ROCK SALT COMPANY LLC

NOTES TO FINANCIAL STATEMENTS



|1. | The Company
|-- | -----------



American Rock Salt Company LLC (the Company) primarily sells bulk rock salt for use in deicing roads. The Company bids on supply contracts for
salt produced at the Hampton Corners Mine to be provided to state Departments of Transportation and local municipalities as well as industrial consumers throughout the Northeastern United States. The Company was formed on January 30, 1997.
Construction of the Hampton Corners Mine began in November 1998 and it was substantially completed in December 2001. The Company steadily increased sales as production and distribution capacity came online during a ramp-up phase in fiscal 2001 and
2002. The Company attained full operating capacity during fiscal 2003.



|2. | Basis of Presentation
|-- | ---------------------



The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial
information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These interim
unaudited financial statements should be read in conjunction with the audited financial statements for the fiscal year ended September 30, 2005 included in the Companys Form 10-K Equivalent. In the opinion of management, all adjustments,
consisting of normal recurring accruals, considered necessary for a fair presentation, have been included. Operating results for the three-month period ended December 31, 2005 are not indicative of the results that may be expected for a full
year due, in part, to seasonal fluctuations, which are normal for the Companys business. Further, the Company has made a number of estimates and assumptions relating to the assets and liabilities, the disclosure of contingent assets and
liabilities and the reporting of revenues and expenses to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.



The balance sheet at September 30, 2005 has been derived from the
audited financial statements at that date, but does not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.



No provision is made for income taxes in the accompanying financial
statements as the Company is a limited liability company that elected partnership status. The taxable income or loss and any available credits of the Company are includable on the individual income tax returns of the members.



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|3. | Long-Term Debt
|-- | --------------



Long-term debt consisted of the following at:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                  |         |   |                   |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | December 31,2005 |         |   | September 30,2005 |  
|Senior Secured Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                  |         |   |                   |   |         |  
|Senior Secured Notes at December 31, 2005 of $100,000,000, currently requiring semi annual interest payments through the final maturity
date of March 15, 2014 at an annual rate of 9.50%. Prior to March 15, 2007, 35% of the aggregate principal amount of the principal amount of the notes at the established price plus accrued and unpaid interest may be redeemed at 109.5%.
Some or all of the notes may be redeemed at any time prior to March 15, 2009 at a make-whole redemption price. After March 15, 2009, the notes are redeemable at a redemption price of 104.75%, to be adjusted annually to 100% by
March 15, 2012. |  | $                | 100,000 |   |                   | $ | 100,000 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                 
|Senior Term Loan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                  |         |   |                   |   |         |  
|Senior Term Loan at December 31, 2005, currently requiring quarterly principal and interest payments through the final maturity date of
March 16, 2012 at an annual rate equal to the LIBOR rate plus up to 3.5%, based on a pricing grid leverage ratio or a base rate (the higher of the Federal Funds Rate plus 0.5% or the prime rate plus the applicable margin for base rate loans),
at the Companys option. The interest rate is 7.25% as of September 30, 2005.                                                                                                                                                               |  |                  | 26,575  |   |                   |   | 27,267  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                 
|Promissory note payable to the Empire State Development Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                  |         |   |                   |   |         |  
|Due April 1, 2011, interest at 4.0% per annum payable in 120 equal installments of principal and interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  | 144     |   |                   |   | 150     |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                  |         |   |                   |   |         |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                  | 126,719 |   |                   |   | 127,417 |  
|Less: Current maturities of long-term debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  | (2,850  | ) |                   |   | (2,849  | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                  |         |   |                   |   |         |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | $                | 123,869 |   |                   | $ | 124,568 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                  |         |   |                   |   |         |  



The Companys bank facility in
the aggregate principal amount of $56.6 million, consists of: (a) a $26.6 million term loan facility, and (b) a $30.0 million working capital facility. Both the term loan and the working capital facility bear interest at an annual rate
equal to the LIBOR rate plus up to 3.5%, based on a pricing grid leverage ratio or a base rate (the higher of the Federal Funds Rate plus 0.50% or the prime rate plus the applicable margin for base rate loans), at the Companys option. The term
loan facility has a maturity of eight years commencing March 17, 2004. The working capital facility has an initial term of five years commencing March 17, 2004.



The term loan facility was drawn at the conclusion of litigation with the mine contractor and other parties (see Note 6) and at
December 31, 2005 a balance of $26.6 million was outstanding bearing interest at a rate of 7.25%.



The working capital facility permits the Company to borrow up to $30.0 million in revolving loans with a $7.0 million sub-limit available for the issuance of letters of credit. Availability of the working capital
facility is subject to a borrowing base formula. As of December 31, 2005, the Company had $15.70 million drawn and $2.0 million of standby letters of credit outstanding under the working capital facility, with approximately $11.3 million of
remaining availability thereunder. The aggregate outstanding amount of revolving loans and letters of credit under the financing arrangement cannot exceed $30.0 million and when outstanding bears an interest rate of 7.25%.



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##### Table of Contents

|4. | Inventory
|-- | ---------



|                     |  |                   |        |   |                    |   |        |  
|-------------------- |  | ----------------- | ------ | - | ------------------ | - | ------ | -
|                     |  | December 31, 2005 |        |   | September 30, 2005 |  
|Supplies             |  | $                 | 1,138  |   |                    | $ | 1,056  |  
|Finished Goods, Salt |  |                   | 25,792 |   |                    |   | 32,034 |  
|                     |  |                   |        |   |                    |   |        |  
|                     |  |                   | 26,930 |   |                    |   | 33,090 |  
|Less:                |  |                   |        |   |                    |   |        |  
|Reserve              |  |                   | (37    | ) |                    |   | (37    | )
|                     |  |                   |        |   |                    |   |        |  
|                     |  | $                 | 26,893 |   |                    | $ | 33,053 |  
|                     |  |                   |        |   |                    |   |        |  



Inventory consists of the following at
December 31:



|5. | Related Party Transactions
|-- | --------------------------



Legal Services



Certain legal costs were incurred from an organization affiliated with several of our members of approximately $0.1 million and $0.2 million during the
three months ended December 31, 2005 and 2004, respectively. All such fees were included in operating expenses.



Goods and Services



Management and service fees were incurred from certain members or their affiliates of approximately $0.1 million and $0.1 million during the three months
ended December 31, 2005 and 2004, respectively. These amounts are included in operating expenses.



Additionally, expenses were incurred from certain members for goods and services of approximately $0.5 million and $0.3 million during the three months
ended December 31, 2005 and 2004, respectively. For the three months ended December 31, 2005, approximately $0.4 million of the total $0.5 million is included in cost of sales - products with the remaining balance in operating expenses.
For the three months ended December 31, 2004, approximately $0.2 million of the total $0.3 million is included in cost of sales - products with the remaining balance in operating expenses.



Non-operating Mineral Interests (NOMIs)



Certain members receive payments in respect of NOMIs related to the
acquisition of mineral rights equal to 2.5% of the gross income from the mine as reported for purposes of computing percentage depletion for federal income tax purposes. NOMI expense was approximately $0.9 million and $0.6 million during the three
months ended December 31, 2005 and 2004, respectively. These amounts are accrued in related party payables and included in cost of sales - products.



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|6. | Commitments and Contingencies
|-- | -----------------------------



Engineering and Procurement Contract/Litigation



The Company has been involved in litigation with Frontier-Kemper Constructors, Inc., Flatiron Constructors, Inc. (formerly known as Flatiron Constructors,
LLC, and also known as Flatiron Structures LLC), Jointly and Severally with Frontier-Kemper Constructors, Inc. and d/b/a Frontier-Kemper/Flatiron Joint Venture (together, the EPC Contractor or FKF), whom the Company
engaged to design and construct its mine facility, as well as the EPC Contractors bonding companies, Travelers Casualty and Surety Company of America and Liberty Mutual Insurance Company (the Bonding Companies), and Willis
Corroon Corporation of Missouri, Willis Limited, Willis Faber and Dumas (collectively Willis) and Lloyds U/W at London, Sponsoring Syndicates (Lloyds), the insurance brokers and underwriters, respectively, of
certain liquidated damages insurance purchased to insure the timely completion of the mine facility. On June 30, 2005, the Company, the EPC Contractor and the Bonding Companies reached a settlement agreement with respect to the litigation,
pursuant to which the parties agreed to dismiss all claims and counterclaims, subject to limited exceptions, with no findings or admissions of liability by any party. All of the settled claims were dismissed with prejudice. Other terms of the
settlement are confidential by agreement of the parties. The settlement did not include the settling parties claims against Willis and Lloyds, which claims remained pending. On October 18, 2005, the Court in which the remaining
litigation against Willis and Lloyds is pending granted summary judgment to the Company on its claims against Willis for breach of its obligations to the Company as insurance brokers in connection with the above-mentioned liquidated damages
insurance. The Company and the EPC Contractor have agreed to a settlement of their claims against Willis and Lloyds and are in the process of negotiating the final terms of the settlement documents.



8



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##### Table of Contents

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS



From time to time, the Company or persons acting on behalf of the Company may make oral and
written statements that may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 (the PSLRA) or by the Securities and Exchange Commission (SEC) in its rules,
regulations, and releases. The Company desires to take advantage of the safe harbor provisions in the PSLRA for forward-looking statements made from time to time, including, but not limited to, the forward-looking information contained
in the Managements Discussion and Analysis of Financial Condition and Results of Operations section of this Form 10-Q Equivalent and other statements made in this Form 10-Q Equivalent and in filings with the SEC.



The Company cautions readers that any such forward-looking statements made by or on behalf
of the Company are based on managements current expectations and beliefs but are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. The factors that
could impact the Company include, without limitation:



| |  | return expectations and related allocation of resources;
|- |  | --------------------------------------------------------



| |  | changing economic or competitive conditions; and
|- |  | ------------------------------------------------



| |  | negotiation of agreements with third parties.
|- |  | ---------------------------------------------



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



Company Overview



We are a producer of highway deicing rock salt in North America. We own and operate a rock salt mine located approximately 35 miles south of Rochester, New York. Our mine
is located in the heart of the western and central New York and Pennsylvania snow belt, with on-site access to truck and rail transportation.



Salt mines and mining operations are long-lived assets. Based solely on data extrapolated from areas within a one-mile radius of our drill holes, we believe that our mine
currently has over 55 years of remaining mineable reserves at the current production rate of 3.0 million tons per year.



While winter weather conditions in individual markets can vary from year to year, our target markets in New York and Pennsylvania are the most impacted by harsh winter
snow and ice conditions and overall demand across the region is relatively stable. Our served markets in New York, Pennsylvania, Ohio and eight other states have an aggregate regional demand for over 9.3 million tons per year of rock salt, and
Pennsylvania and New England currently have no operating rock salt mines.



Most
of our sales are based on annual supply contracts with set pricing and reserved volume generally awarded on the basis of lowest price of bids tendered. This allows us to plan our production and staffing schedule and our inventory placement and sales
distribution strategy for the upcoming season. We routinely adjust the size of our workforce, as well as the number of hours and days worked, to reflect seasonal demand.



For the quarter ended December 31, 2005, we generated revenues of $45.6 million, and net income of $8.5 million. We believe that our
cash flows are not materially impacted by economic cycles due to the stable end use markets for rock salt and the lack of cost effective alternatives.



9



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##### Table of Contents

Critical Accounting Policies



In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, we
are required to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates. We have identified the following as critical accounting policies that are most important to the portrayal of our financial condition and results of operation.



Salt Deposits and Mineral Rights



Salt deposits and mineral rights are underground reserves with respect to which the Company
has extraction rights. Depletion of salt deposits and mineral rights occurs as the minerals are extracted based on units of production and engineering estimates of total reserves. As such, our mineral rights interests include estimates of probable
mineral reserves. The impact of revisions to our reserve estimates is recognized on a prospective basis.



Mine Reclamation Cost



We have
calculated the estimated net future cost of dismantling, restoring, and reclaiming our mine in its related mine site in accordance with federal, state and local regulatory requirements, and in accordance with Statement of Financial Accounting
Standards (SFAS) No. 143, Accounting for Obligations Associated with the Retirement of Long-Lived Assets. SFAS No. 143 requires that we recognize the legal obligation of our mine reclamation costs at fair value as a liability
when incurred and capitalize such costs by increasing the carrying amount of our mine assets.



Impairment of Long-Lived Assets



In the
event that relevant facts and circumstances indicate that the carrying amounts of our long-lived assets may be impaired, an evaluation of recoverability is performed. If such an evaluation is required, the estimated future undiscounted cash flows
associated with the asset would be compared to the assets carrying amount to determine if a write-down is required. If our review indicates that the assets will not be recoverable, the carrying value of the Companys assets would be
reduced to their estimated fair value.



Other Significant Accounting
Policies



Other significant accounting policies not involving the same
level of estimates and assumptions as those discussed above are important to an understanding of our financial statements. For example, our policies related to our inventory allowances, revenue recognition and legal contingencies require judgments
and estimates.



Results of Operations



The following table sets forth certain historical financial information for the three months
ended December 31, 2005 and 2004. We record sales to customers based upon total billings including shipping and handling costs necessary to transport our products from the production or storage sites to the delivery point. In establishing our
prices to our customers, we must take into account the estimated cost of transportation of our products, since we assume responsibility for such costs. We manage the profitability and attractiveness of existing and prospective customers and product
lines by analyzing, among other factors, the customer billings net of related shipping and handling costs. This allows for a more comparable look at the relative profitability of our business as well as providing a more accurate analysis upon which
to analyze trends in the business.



10



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##### Table of Contents

The following table and discussion should be read in conjunction with the information contained in our financial
statements and the notes thereto included elsewhere in this Form 10-Q Equivalent.



|                         |  |                            |        |   |                   |   |        |  
|------------------------ |  | -------------------------- | ------ | - | ----------------- | - | ------ | -
|                         |  | For the three months ended |       
|                         |  | December 31, 2005          |        |   | December 31, 2004 |  
|Sales                    |  |                            |        |   |                   |   |        |  
|Bulk                     |  | $                          | 44,041 |   |                   | $ | 26,438 |  
|Packaged                 |  |                            | 1,551  |   |                   |   | 1,169  |  
|                         |  |                            |        |   |                   |   |        |  
|Total sales              |  |                            | 45,592 |   |                   |   | 27,607 |  
|                         |  |                            |        |   |                   |   |        |  
|Cost of sales            |  |                            |        |   |                   |   |        |  
|Freight and handling     |  |                            | 21,298 |   |                   |   | 11,597 |  
|Products                 |  |                            | 10,728 |   |                   |   | 8,735  |  
|                         |  |                            |        |   |                   |   |        |  
|                         |  |                            | 32,026 |   |                   |   | 20,332 |  
|                         |  |                            |        |   |                   |   |        |  
|Gross income             |  |                            | 13,566 |   |                   |   | 7,275  |  
|Operating expenses       |  |                            | 1,873  |   |                   |   | 1,949  |  
|                         |  |                            |        |   |                   |   |        |  
|Income from operations   |  |                            | 11,693 |   |                   |   | 5,326  |  
|                         |  |                            |        |   |                   |   |        |  
|Other income (expense)   |  |                            |        |   |                   |   |        |  
|Interest expense         |  |                            | (3,151 | ) |                   |   | (2,924 | )
|Other financing charges  |  |                            | (11    | ) |                   |   | (7     | )
|Other, net               |  |                            | 17     |   |                   |   | 3      |  
|                         |  |                            |        |   |                   |   |        |  
|Total other expense, net |  |                            | (3,145 | ) |                   |   | (2,928 | )
|                         |  |                            |        |   |                   |   |        |  
|Net income               |  | $                          | 8,548  |   |                   | $ | 2,398  |  
|                         |  |                            |        |   |                   |   |        |  



Seasonality



We experience a substantial amount of seasonality in salt sales. The result of this
seasonality is that sales and operating income are generally higher in the first and fourth calendar quarters and lower during the second and third quarters of each calendar year, resulting in large increases in the accounts receivable and accrued
expenses lines on the balance sheet as of December 31, 2005 compared to September 30, 2005. Sales of highway and consumer deicing salt products are seasonal as they vary based on the severity of the winter conditions in areas where the
product is used. Following industry practice, we and our customers stockpile significant quantities of deicing salt in the second, third and fourth calendar quarters. Our results of operations for the fiscal year ended September 30 are more
representative of trends in our results.



11



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##### Table of Contents

Three Months Ended December 31, 2005 Compared to Three Months Ended December 31, 2004



Sales



Total sales for the quarter ended December 31, 2005 of $45.6 million increased $18.0 million, or 65.2%, compared to $27.6 million
during the same period in fiscal 2005. Sales primarily consist of bulk salt sales, as well as packaged salt sales. The $18.0 million increase is primarily attributed to a 47% increase in sales volume in the first quarter of fiscal 2006 as compared
to the first quarter of fiscal 2005. This increase in sales volume is attributed to higher demand related to the early onset of winter weather during the quarter ended December 31, 2005. The Companys average sales price per ton also
increased 12% in the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005.



Gross Income



Gross income for the
first quarter of fiscal 2006 of $13.6 million increased by $6.3 million, or 86.3%, compared to $7.3 million for the same period in fiscal 2005. The increase in gross income was primarily attributable to the 47% increase in tonnage sold due to the
early onset of winter weather during the quarter ended December 31, 2005 coupled with the 12% increase in average sale price per ton. Combined, total cost of sales for the first quarter of fiscal 2006 increased by $11.7 million, or 57.5%, as
compared to the same period in fiscal 2005; while on a percentage of sales basis, total cost of sales declined by 3.4%, due primarily to increased sales volume. The Companys average cost per ton increased 7.2% during the first quarter of
fiscal 2006 as compared to the first quarter of fiscal 2005, yet gross profit per ton increased by 26.2%. The increased gross profit per ton reflects the Companys continued ability to manage rising freight costs by effectively anticipating
such increases and passing them off to customers via increased gross sale prices.



Components of cost of sales changed as follows:



| |  |  | Cost of sales - freight and handling for the first quarter of fiscal 2006 increased by $9.7 million or 83.6% as compared to the same period in fiscal 2005. The $9.7 million increase
is a result of the significant increase in sales volume as compared to the same period in fiscal 2005 and higher freight costs corresponding to increased shipping costs.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cost of sales - products for the first quarter of fiscal 2006 increased by approximately $2.0 million or 22.8% as compared to the same period in fiscal 2005. The $2.0 million
increase is primarily the result of the increase in sales volume in the first quarter of fiscal 2006 as compared to the same period in 2005. Cost of sales - products decreased by 16.4% on a per ton basis due to increased coverage of fixed production
costs from the sales volume increase.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Operating Expenses



Operating expenses of $1.9 million for the first quarter of fiscal 2006
decreased by 3.9% when compared with the first quarter of fiscal 2005. Operating expenses primarily consist of selling, general and administrative expenses, miscellaneous overhead and non-production related depreciation and amortization expenses.



Other Income (Expense)



Other expense of $3.1 million for the first quarter of fiscal 2006 increased $0.2 million,
or 6.8%, compared to $2.9 million for the same period in fiscal 2004. Other expense primarily consists of interest expense on our credit facilities and other related financing charges. Interest expense totaled $3.1 million for the first quarter of
fiscal 2006, for an increase of $0.2 million over the first quarter of fiscal 2005. The increase was due to a slight increase in interest rates.



Liquidity and Capital Resources



Historical Cash Flow



We have used the cash generated from operations, borrowings under revolving lines of credit, and borrowings under construction and post-construction financing facilities to meet our working capital needs and to fund
capital expenditures. Additional information regarding our cash flows for the quarter ended December 31, 2005 is provided below.



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##### Table of Contents

Operating Activities - Net cash provided by operating activities was $4.4 million for the first three
months of fiscal 2006 compared to $3.2 million net cash used during the same period in fiscal 2005. The $7.5 million improvement in operating cash flows is due primarily to the $6.1 million increase in net income for the three months ended
December 31, 2005 as compared to the same period in fiscal 2005. The increase in net income for the first three months of fiscal 2006 as compared to the same period in fiscal 2005 was primarily due to a 47% increase in tons sold due to the
early onset of winter weather. The increase in net income was offset by a significant increase in accounts receivable corresponding to higher sales volume late in the quarter ended December 31, 2005. NOMI expense accruals are included in our
statement of cash flows as borrowings and (repayments) of related party payables. NOMI payments of $0.3 million were made to NOMI holders during the three months ended December 31, 2005. No payments were made to the NOMI holders during the
three months ended December 31, 2004.



Investing Activities
- Net cash flow used in investing activities for the first three months of fiscal 2006 and 2005 was $2.5 million and $1.0 million, respectively. These cash flows primarily consisted of maintenance-related capital expenditures of $2.5 million and
$1.0 million during the three months ended December 31, 2005 and 2004, respectively.



Financing Activities -Net cash provided by financing activities was $1.3 million for the first three months of fiscal 2006 as compared to $3.7 million provided during the same period in fiscal 2005.
During the three months ended December 31, 2005, $2.0 million of cash was provided via seasonal borrowing under our revolving credit facility, offset by a principal payment of $0.7 million of long-term debt. During the three months ended
December 31, 2004, $4.4 million of cash was provided via seasonal borrowing under our revolving line of credit, offset by the $0.6 million sinking fund payment on the un-drawn $32.1 million term loan.



EBITDA



EBITDA represents net income before interest expense, depreciation, depletion, and amortization (the Company does not incur income taxes).
EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by GAAP, and our calculations of EBITDA may not be comparable to those reported by other companies. Investors should
carefully consider the specific items included in our computation of EBITDA. EBITDA is included herein because it is a basis upon which we assess our liquidity position and performance and because certain covenants in our borrowing arrangements are
tied to similar measures. EBITDA is also included herein because we believe that it presents useful information to investors regarding a companys ability to service and/or incur indebtedness. This belief is based on negotiations with lenders
who have indicated that the amount of indebtedness we will be permitted to incur will be based, in part, on measures similar to our EBITDA. EBITDA does not take into account working capital requirements, capital expenditures, debt service
requirements and other commitments, and accordingly, EBITDA is not necessarily indicative of amounts that may be available for discretionary use.



|                                                            |  |                                 |        |   |      |   |        |  
|----------------------------------------------------------- |  | ------------------------------- | ------ | - | ---- | - | ------ | -
|                                                            |  | Three Months Ended December 31, |       
|                                                            |  | 2005                            |        |   | 2004 |  
|Net Income to Members                                       |  | $                               | 8,548  |   |      | $ | 2,398  |  
|Interest Expense                                            |  |                                 | 3,151  |   |      |   | 2,924  |  
|Depletion, Depreciation and Amortization                    |  |                                 | 1,917  |   |      |   | 1,792  |  
|                                                            |  |                                 |        |   |      |   |        |  
|EBITDA                                                      |  |                                 | 13,616 |   |      | $ | 7,114  |  
|                                                            |  |                                 |        |   |      |   |        |  
|Add/Subtract                                                |  |                                 |        |   |      |   |        |  
|Interest Expense                                            |  |                                 | (3,151 | ) |      |   | (2,924 | )
|Changes in working capital and other assets and liabilities |  |                                 | (6,113 | ) |      |   | (7,384 | )
|                                                            |  |                                 |        |   |      |   |        |  
|Net cash provided by (used in) operating activities         |  | $                               | 4,352  |   |      | $ | (3,194 | )
|                                                            |  |                                 |        |   |      |   |        |  
|Net cash used in investing activities                       |  | $                               | (2,548 | ) |      | $ | (1,004 | )
|                                                            |  |                                 |        |   |      |   |        |  
|Net cash provided by financing activities                   |  | $                               | 1,302  |   |      | $ | 3,750  |  
|                                                            |  |                                 |        |   |      |   |        |  



The following table reconciles EBITDA
to net income for the periods indicated (dollars in thousands):



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##### Table of Contents

Contractual Cash Obligations



There have been no material changes outside the ordinary course of the Companys business to the Companys contractual cash
obligations as reported in its Annual Report on Form 10-K Equivalent for the fiscal year ended September 30, 2005.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------



The Companys business is subject to a variety of market risks, including but not limited to, interest rate risks and commodity pricing risks. Although the
Companys senior secured notes bear interest at a fixed rate of 9.5% per annum, borrowings under its bank facility are subject to variable interest rates keyed to LIBOR. As of December 31, 2005 the variable rate was 7.25%. As of
December 31, 2005, we had $100.0 million of debt outstanding under our senior secured notes, and $15.7 million outstanding under our bank facility. Our bank facility, in the aggregate principal amount of $56.6 million, consists of (a) a
$26.6 million term loan facility, and (b) a $30.0 million working capital facility. The working capital facility permits us to borrow up to $30.0 million in revolving loans with a sub-limit available for the issuance of letters of credit. As of
December 31, 2005, there was $15.7 million drawn and $2.0 million of standby letters of credit outstanding under the working capital facility with approximately $11.3 million of remaining availability thereunder.



Our earnings and cash flows are affected by changes in interest rates applicable to our bank
facility. Given our current debt structure and assuming an average level of borrowings from our revolving credit facility at variable rates and a one hundred basis point increase in the average interest rate under these borrowings, it is estimated
that our interest expense for the quarter ended December 31, 2005 would have increased by approximately $0.1 million.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------



The Companys management, with the participation of its Co-Principal Executive Officers and Principal Financial Officer, evaluated the effectiveness of the design
and operation of the Companys disclosure controls and procedures (as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based on that evaluation, the Companys Co-Principal
Executive Officers and its Principal Financial Officer concluded that the Companys disclosure controls and procedures as of December 31, 2005 (the end of the period covered by this report) have been designed and are functioning
effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SECs rules and forms.



There were no changes to the Companys
internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2005 that materially affected or are reasonably likely to materially affect the Companys internal control over financial reporting.



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##### Table of Contents

PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------



The Company has been involved in litigation with Frontier-Kemper Constructors, Inc., Flatiron Constructors, Inc. (formerly known as Flatiron Constructors, LLC, and also known as Flatiron Structures LLC), Jointly and
Severally with Frontier-Kemper Constructors, Inc. and d/b/a Frontier-Kemper/Flatiron Joint Venture (together, the EPC Contractor or FKF), whom the Company engaged to design and construct its mine facility, as well as the
EPC Contractors bonding companies, Travelers Casualty and Surety Company of America and Liberty Mutual Insurance Company (the Bonding Companies), and Willis Corroon Corporation of Missouri, Willis Limited, Willis Faber and
Dumas (collectively Willis) and Lloyds U/W at London, Sponsoring Syndicates (Lloyds), the insurance brokers and underwriters, respectively, of certain liquidated damages insurance purchased to insure the timely
completion of the mine facility. On June 30, 2005, the Company, the EPC Contractor and the Bonding Companies reached a settlement agreement with respect to the litigation, pursuant to which the parties agreed to dismiss all claims and
counterclaims, subject to limited exceptions, with no findings or admissions of liability by any party. All of the settled claims were dismissed with prejudice. Other terms of the settlement are confidential by agreement of the parties. The
settlement did not include the settling parties claims against Willis and Lloyds, which claims remained pending. On October 18, 2005, the Court in which the remaining litigation against Willis and Lloyds is pending granted
summary judgment to the Company on its claims against Willis for breach of its obligations to the Company as insurance brokers in connection with the above-mentioned liquidated damages insurance. The Company and the EPC Contractor have agreed
to a settlement of their claims against Willis and Lloyds and are in the process of negotiating the final terms of the settlement documents.



In addition, the Company is involved in various routine legal proceedings from time to time. These typically involve commercial claims, personal injury claims, and
workers compensation claims. While the Company cannot predict the outcome of such proceedings, it does not believe that these proceedings will have a material adverse effect on its business.



|ITEM 1A. | RISK FACTORS
|-------- | ------------



There have been no material changes to the risk factors that the Company disclosed in its Annual Report on Form 10-K Equivalent for the fiscal year ended September 30, 2005.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------



Nothing to report.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



Nothing to report.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------



Nothing to report.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------



Nothing to report.



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##### Table of Contents

|ITEM 6. | EXHIBITS
|------- | --------



The following exhibits are filed as part of this report on Form 10-Q Equivalent:



|            |  |                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                    
|            | 
|31.1        |  | Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
|            | 
|31.2        |  | Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
|            | 
|31.3        |  | Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
|            | 
|31.4        |  | Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)   



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##### Table of Contents

SIGNATURES



The registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.



February 14, 2006



AMERICAN ROCK SALT COMPANY LLCBy:

/s/ Raymond R. MartelRaymond R. Martel, Chief Financial Officer (Principal Financial Officer)




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##### Table of Contents

EXHIBIT INDEX



|            |  |                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                    
|            | 
|31.1        |  | Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
|            | 
|31.2        |  | Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
|            | 
|31.3        |  | Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
|            | 
|31.4        |  | Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)   



18