UNITED STATES

                          SECURITIES AND EXCHANGE COMMISSION

                                 Washington, D.C. 20549

                                          FORM 10-KSB

              [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                      THE SECURITIES EXCHANGE ACT OF 1934
                      For the fiscal year ended December 31, 2002


                           Commission file no. 333-95485

                              STRATEGIC PARTNERS, INC.


              A Wyoming Corporation           EIN: 77-0494696

                              3525 Sunset Lane
                            Oxnard, Calif. 93035

              Telephone: 805-984-0821    Fax: 805-984-2764

          Securities registered pursuant to section 12(g)of the Act:

                           Common stock


           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   X     No

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. { }

     Aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common
equity was sold. Not applicable as stock is not trading as of the date of
this report.

     The number of issued and outstanding common shares of the registrant
as of December 31, 2002 was 879,900.                 .



                                        1


<PAGE>

PART I

Item 1. Business.

  Description of Business.

       Strategic Partners, Inc. was created to provide wide ranging
financial services to successful private companies who are considering the
public equity market as a means of enhancing their expansion and growth. The
officers and directors of the Company have over 50 years experience in
equity financing and the public stock markets. With the continuing
consolidation of national brokerage organizations and investment banking
institutions access to the equity markets is limited to only the largest
multinational corporations.

    Small successful private companies which could utilize equity capital to
produce and accelerate earnings are excluded from the major firms because of
their size. Their relatively small capital requirements do not qualify them
for traditional entry into the national equity markets. This exclusion from
the nation's equity markets stifles the expansion and potential growth of many
emerging companies who may have outstanding internal growth rates and
profitability but are being eliminated by fear of market conditions.
Strategic Partners, Inc.  shows companies the means by which they can access
investment capital. The Company will provide professional advice to the
principals of these companies as to the proper procedure for taking advantage
of the potential benefits while avoiding the inherent risks of the equity
marketplace.

   Strategic Partners, Inc. is establishing a national network of
broker-dealers, market makers, venture capitalists and investors interested
in assisting well managed companies to access the equity markets and attain
greater success. In addition the Company is developing skills in using the
power of the internet as a way of communicating investment opportunities to
potential investors.

   This network will consist of representatives from regional
brokerage houses and individual accredited investors who share
the Company's belief that the equity marketplace can provide a significant
benefit to emerging companies which have a successful history of operations
but need additional capital to achieve their true potential. The Company
will provide an interface between this network and the companies seeking
access to the national equity markets. Many companies who could benefit
from access to capital sources have no idea of how to gain acceptance
and be effective once operating in the equity market place.

    Many companies are unaware of the new opportunities available every day
 for accessing investment capital by use of the internet. The Company was
 organized to provide businesses with competent and professional advice on
 the equity market place and assist those companies in benefitting from
 access to that resource. The Company intends to engage in the business of
 investment banking. This business will consist of services to clients for
 fees. The Company intends to provide services to clients who are planning
 on becoming public companies either through initial public offerings or
 mergers with existing public companies.

    The  Company will develop relationships with ongoing financial
 organizations, in addition to marketing a unique concept on the internet
 and will charge fees for other services rendered. The Company has
 established a Company website that will advertise the existence of the
 Company and the services it will provide. The Company has registered the
 domain name "strategic-partners-inc.com" for this purpose. The Company
 intends to solicit business through referrals by existing persons or
 entities known personally to the officers and directors of the Company.

    The Company will initially be at a competitive disadvantage as it is a
 new company and has no track record of providing such services to business
 clients. The directors of the Company have individually and collectively
 extensive years of operating history with an impressive track record of
 being success oriented in the financial marketplace. The expertise, skills
 and talents of these individuals will help to create a stronger and
 healthier Company during it's embryonic development stages. There are many
 firms engaged in the same business who are larger, more well established
 and who have a base of existing clients and referral sources. The Company
 intends to compete against these other businesses by offering high quality
 services at competitive prices.

    Client fees earned by the Company will be predicated upon
 performance. Providing capital resources to assist companies in obtaining
 funds by which to conduct business operations will be a primary function.
 In such cases, until the Company produces the desired result, it will be
 required to pay its operating overhead. The time to achieve such a revenue
 stream will vary. The Company expects to begin generating cash flow between
 three to nine months from the conclusion of this offering. The Company will
 use written agreements to contract for its services and will collect a
 portion of its fees in advance to alleviate collection problems. Initially,
 until a track record is established, it is likely that the Company will
 engage in selective activities involving only a few clients.

    The Company will use the experience of its officers and directors to
 screen prospective clients so that management's time will be devoted to
 those projects where there is a high likelihood of success. The Company has
 entered into a five year management contract with Frank J. Weinstock the
 President. This will help insure that the services of Mr. Weinstock
 will be available on a long term basis. The Company intends to build a
 strong and reputable organization utilizing proven professionals capable of
 servicing all components of the Company's business. It will be difficult to
 obtain the services of other professionals until the Company reaches the
 point of having sufficient income to offer competitive salaries and
 benefits to qualified persons.

      There is no governmental regulation of the investment banking industry
 and thus no governmental approvals are needed to engage in business. The
 services of the Company will initially be limited to advice and analysis of
 a client's position relative to its chances of success in the public
 market. The Company knows of no plans to regulate the dispensing of
 business advice to clients in the area of finance and structure of
 offerings to the public by its clients.

      During its initial stages the Company raised money from private
 investors for operations. The Company has engaged in extensive research in
 the last 18 months to assemble a business strategy enabling the Company to
 stay abreast of changes occurring in the public markets and assessing the
 impact of the internet on the securities business.

      The Company presently employs two persons on a full time basis, the
 President Frank J. Weinstock and the Secretary, Trish R. Francis. There are
 no other current employees.


 Item 2. Properties.

   Description of Property.

        The Company does not own any material property except a nominal amount
of office equipment. It leases its current office on a month to month basis
from Valley N' Shores at the rate  of $ 1,100 per month.

 Item 3. Legal Proceedings.

      There are no legal proceedings pending against or by the Company.

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

     No matters were submitted to the shareholders during the
 fiscal year ending December 31, 2002.



 PART II.

 Item 5. Market for Registrant's Common Equity and Related Stockholder
 Matters.

   (a)     There is no established public trading market for
 our common shares

   (b)     The approximate number of holders of our common stock
 at 12/31/2002 is 232.

   (c)     The Company has paid no cash dividends on its common stock in
 the past two fiscal years.



 Item 6.   Management's Discussion and Analysis of Financial Condition
 and Results of Operations.




 LIQUIDITY AND CAPITAL RESOURCES

   The Company is a development-stage enterprise and has had minimal
 revenue to date.  The Company remains dependent on continued sales of
 common stock to fund overhead costs. In the fiscal year ended December
 31, 2002 the Company  received proceeds for the sale of common stock of
 of $ 93,000 net of issuance costs.

   Additional sources of liquidity in the next fiscal year are expected
 to be fees from the Company's investment banking activities.


 RESULTS OF OPERATIONS

   For the fiscal years ended December 31, 2002 and 2001 the
 Company had operating losses of $ 245,524 and $ 268,212, respectively.
 There was no revenue recorded during this period.


 Item 7.   Financial Statements and Supplementary Data.
















ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.

     We are a development stage company without significant
assets or clients. We were formed to engage in the business of providing
consulting services to companies with respect to finance, mergers,
acquisitions, raising capital in the public markets and marketing on the
internet. We registered an initial public offering consisting of 300
units at $ 2,000 per unit. This registration statement was renewed in
October, 2001 and continues through November, 2002. A copy of the prospectus
may be obtained on our web site under "stock offer". Our website address is
www.strategic-partners-inc.com.

     There is currently no market for the shares. We plan to file for
trading privileges on the MASDAQ small cap market in the near future.

     Pending conclusion of this offering we have limited liquidity and
capital resources. We have not yet begun operations Besides continuing
our public offering we are investigating potential investments and
seeking new clients.

     The primary goal is to have sufficient cash to employ support staff
that will compliment the sales efforts of our officers and directors.
With quality employees we will be able to carry out business in a
profitable manner.  The first milestone we hope to achieve with this
offering is the raising of at least $300,000. If the maximum units
are sold we will lease offices and purchase adequate equipment to
facilitate full scale operations.  The budget is set forth in the
use of proceeds section of the prospectus.

     The second milestone is to generate income from fees of not
less than $300,000 for the first year following the conclusion of the
offering.  This level of income will allow us to continue in business
and expand on this client base. We have identified potential clients
that will generate fee income allowing us to achieve our
financial objectives.


Item 8.   Changes and Disagreements with Accountants and Accounting and
Financial Disclosures.

     Gunter W. Liess, CPA replaced Roger Castro as of 1/1/2002. There is no
disagreements with any prior accountant.



PART III

 Item 9.     Directors and Executive Officers of the Registrant.

The following persons are the officers and directors of the Company:

   Frank J. Weinstock, Director, President and Chief Executive Officer

        Frank J. Weinstock is the founder of Strategic Partners, Inc.
Mr. Weinstock serves as President and Chief Executive Officer of the Company
since founded in Sept.,1998. From 1989 to 1998 Mr. Weinstock worked as an
independent analyst and consultant providing corporate structuring,
reorganizations, mergers/acquisitions and other sophisticated services
including financial development.  Mr. Weinstock's forte has been exclusively
centered around fast pace growth companies in corporate America. From 1982
to 1988 he served as Chief Financial Officer of Diversified Technology, Inc.,
an international company in the business of licensing intellectual property
of advanced medical products, consisting of bio-compatible osteogenic
polymers (BOP), exported from the Soviet Union to the western free world.
From 1978 to 1982 he served as Chief Operating Officer of Western Gold'n Gas
Company engaged in the business of developing natural gas fields by drilling
company owned acreage in partnership with major national and international
conglomerates. From 1974 to 1978 he was instrumental and responsible for the
development and promotional activities of Greenwich Pharmaceutical,
a public company, pka, Strategic Medical Research Corp.(SMRC) 1969 to 1990,
President of J.J.Weinstock Agency, Inc. an independent insurance agency and
large brokerage facility.

    It was during these formidable years that Mr. Weinstock successfully
created, integrated and combined insurance with securities complimenting
large estate planning services, much before the advent of "Universal
Life". From 1962 to 1969 he specialized in Fire, Property & Casualty
Insurance manuscripting forms for large commercial and industrial
organizations. He also packaged and combined comprehensive personal lines
insurance. During Mr. Weinstock's twenty-nine year tenure, he specialized
in aviation (FBO'S), medical malpractice and tailoring unique disability
coverages for high profile medical practitioners, while designing
sophisticated estate planning techniques. Due to Mr. Weinstock's other
business and financial interests in broadening his corporate horizons the
insurance business was sold.

      Alex Blumkin, Director.

   Alex Blumkin, age 29, graduated from high school in Odessa, Ukraine in
187 specializing in English and other foreign languages. He attended
Medical College No. 1 and graduated in 1989 with a degree in Dentistry.
He graduated in 1992 from Yshinsky University with a teaching certificate
in Psychology.

  Following graduation from college Mr. Blumkin became active in the
import/export business. He established Bipa, a company engaged in trading
commodities, precious metals and other natural resources. In 1995 Bipa
was listed as one of the largest 1,000 companies of its type in the
Universal Space catalog. Bipa was enormously successful.

     In the course of developing Bipa Mr. Blumkin developed strong American
relationships consulting on a broad array of contracts establishing business
activities resulting in impressive profitability. Mr. Blumkin visited the
United States many times and made use of his skills and contacts learning
how to apply American business methods to the economy in the Ukraine.
Mr. Blumkin organized a new company called Exodus which introduced the
first credit card in the Ukraine. The introduction of the credit card
expanded the business possibilities of local companies allowing their
goods and services to be purchased by individuals using credit rather
than hard currency. The use of credit cards was supported and backed by
the major banking systems in the Ukraine largely through the efforts of
Mr. Blumkin. This success opened numerous doors and presented many new
business opportunities at the global level.

      In addition to operating the credit card business Exodus became
the largest advertising agency in the Ukraine. Due to his knowledge and
business acumen efforts Exodus introduced the first yellow pages for
telephone directories in the Ukraine. Mr. Blumkin and his associates
developed the largest Exhibition Center in the Ukraine to promote
international trade. Outdoor advertising including billboards and
light boxes were introduced to improve the marketing of goods and
services for businesses in the Ukraine. The success of Exodus led to
increased business activity in numerous regions of the Ukrainian economy.

     Mr. Blumkin lived in the United States for several years beginning
in 1995 as a legal immigrant. He has actively continued his business
interests In the United States. In 1999 he proudly became a U.S. citizen.
He has been active for the last few years in the financial sector.
Investments being his area of expertise he seeks opportunities in real
estate, securities and business turnarounds. He currently has ownership
interests in A.S. Victory, a hotel supply company which is experiencing
rapid growth.


Richard D. Spencer, Director and Chief Financial Administrator.

Mr. Richard D. Spencer joined the office of the Comptroller of the
Currency as an Assistant National Bank Examiner and obtained a full
commission in 1965. He left the Comptroller in 1969 and joined Liberty
National Bank in San Francisco, Calif. as Cashier/Chief Accounting Officer.
He rejoined the Comptroller's office in 1972 for one year and then joined
United States National Bank of San Diego, Calif. In 1974 he became Chief
Executive Officer of Commercial and Farmers National Bank in Ventura Calif.
After four years this bank grew to over $ 100 million in assets and was
sold.

In 1978 Mr. Spencer became Chief Executive Officer of Mechanics National
Bank in Los Angeles, Calif. During his three year tenure this bank doubled
in size and grew to over $ 120 million in assets. Between 1980 and 1986
Mr. Spencer worked as President and chief operating officer of various
other banks in the Western United States. Between 1986 and 1996 Mr. Spencer
became Executive Vice President /Chief Administrative Officer for
real estate developer, Martin V. Smith & Associates and undertook a
variety of tasks. He left this organization in 1996 but was retained
on a long term consulting contract.

In January 1997 Mr. Spencer joined Channel Islands National Bank, Oxnard,
Calif. as President/CEO/Director and worked to reorganize the bank and
increase earnings. In this position he increased earnings and assets and
attained a "Premier" Performance rating from the Findley Group, the first
in over ten years. Mr. Spencer resigned in June of 1998 and continues to
provide consulting services to various clients. He joined R.W. Hertel
& Sons, Inc.,a real estate developer in 1999 and continues to act as
COO/CFO for said company.

In January 2001 Mr. Spencer was elected to the Board of Directors of
the Company and is currently acting as Chief Financial Administrator.
Mr. Spencer filled a vacancy on the board of directors created by the
resignation of George Fencl.

   Trish R. Francis, Director and Secretary

Ms. Francis has had an extensive business career after completing two
years of college; studying a variety of business disciplines.  Ms.
Francis worked for prominent plastic surgeons, where she was responsible
for general office management to include detailed deciphering and
transcription of surgical records, enhancement of patient care and all
financial responsibilities. She managed a construction company
coordinating and implementing all facets, to include restructuring of
the entire organization and operating strategies.

After moving from Oklahoma to California in 1986, Ms. Francis managed
the Claremont Dental Clinic, supervising a group of doctors and employees.
Upon completion of an entire office reorganization, her responsibilities
took on a sophisticated management position.

During the last ten years, Ms. Francis advanced her professional career
and talents in assuming a major role by undertaking vast responsibilities
for an international financial consulting organization, to include
executive administrative duties and becoming the liaison between that
office and the financial community.  Activities consisted of preparing
legal documents for corporate reorganizations and mergers.  Ms. Francis
also synchronized activities between the various management, legal and
accounting groups.

Item 10.  Executive Compensation.

Summary of Cash and Certain Other Compensation

   The following table sets forth the compensation earned by the Executive
Officers which includes only the Chief Executive Officer.











                                         SUMMARY COMPENSATION TABLE

                                                      Long Term
                                     2002 Annual      Compensation
                                     Compensation     Awards

                                                      Number of
                                                      Securities
                                                      Underlying
Name and Principal Position(s)          Salary        Bonus      Options

Frank J. Weinstock.....................$150,000 (1)   $  0             0
President, Chief Executive
Officer and Chairman of
the Board of Directors

(1) Mr. Weinstock's compensation was $ 150,000 for the year ended
    December 31, 2002.

Stock Options and Stock Appreciation Rights: None



Item 11.  Security Ownership of Certain Beneficial Owners and Management.

   PRINCIPAL STOCKHOLDERS

   The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock following the proposed
organization, and as adjusted to reflect the sale of the Units offered
hereby, by (i) each person who is known by the Company to own more than
5% of the Company's outstanding Common stock; (ii)  each of the Company's
directors, naming them; and (iii) officers and directors of the Company as
a group.






Title of   Name and Address        Amount and Nature        Percent of
Class      of Beneficial Owner     of Beneficial Owner      Class

Common
Shares     Frank J. Weinstock      300,000  Shares          34%
           3525 Sunset Lane
           Oxnard, CA 93035

           Trish R. Francis        28,500  Shares(1)         3%
           3525 Sunset Lane
           Oxnard, CA 93035


           David G. Lilly          55,000 Shares             6%
           155 W. Washington Blvd.
           Suite 1005
           Los Angeles, CA 90015


           Alex Blumkin            84,300 Shares         9%
           5276 Lindley
           Encino, CA 91316


Total number of shares
owned by officers
and directors:                     467,800 Shares             52
%


   (1) Includes 7,500 shares owned by the children of Trish R. Francis.







Item 12.  Certain Relationships and Related Transactions

     Describe any transaction during past fiscal year or any proposed
transaction that exceeds $ 60,000 with any officer, director, holder of 5%
or more of stock, any family member of any of this group.

     Since inception the Company has issued 50,000 shares valued at
$ 12,500 to the Lance Kerr Law Office for services and 6,000 shares
valued at $ 1,500 to Trish R. Francis for services.






Part 13. Exhibits, Financial statement Schedules and Reports on Form 8-K.

    None


                     SIGNATURES

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


   STRATEGIC PARTNERS, INC.


    Dated:       6/15/2006
                   -------

By:   /s/ Frank J. Weinstock
     ---------------------------------
     Frank J. Weinstock, President,
    Director and Chief Executive Officer



By:   /s/ Richard D. Spencer
     ---------------------------------
     Richard D. Spencer. Director and
     Chief Financial Officer





CERTIFICATION


I, Richard D. Spencer, certify that:


1.  I have reviewed this Annual Report on Form 10-KSB of
Strategic Partners, Inc.;

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 the
registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officer and I are
responsible for
establishing and maintaining disclosure controls and procedures
(as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

a) designed such disclosure controls and procedures to ensure
that material
information relating to the registrant, 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) evaluated the effectiveness of the registrant's disclosure
controls and
procedures as of a date within 90 days prior to the filing date
of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of
the disclosure controls and procedures based on our evaluation as
of the
Evaluation Date;

5. The registrant's other certifying officer and I have
disclosed, based on our
most recent evaluation, to the registrant's auditors and the
audit committee of
registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of
internal controls
which could adversely affect the registrant's ability to record,
process,
summarize and report financial data and have identified for the
registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other
employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer and I have indicated
in this
quarterly report whether or not there were significant changes in
internal
controls or in other factors that could significantly affect
internal controls
subsequent to the date of our most recent evaluation, including
any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: 7/10/2006


                       ------------------------------------------
                       Richard D. Spencer
                       Chief Financial and Chief Accounting
Officer




CERTIFICATION

I, Frank Weinstock, certify that:

1.  I have reviewed this Annual Report on
Form 10-KSB of Strategic Partners, Inc.;

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 the registrant as of, and for,
the periods presented in this
quarterly report;

4. The registrant's other certifying
officer and I are responsible for
establishing and maintaining
disclosure controls and procedures
(as defined in Exchange Act Rules
13a-14 and 15d-14) for the
registrant and we have:

a) designed such disclosure
controls and procedures to
ensure that material information
relating to the registrant, 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) evaluated the effectiveness of
the registrant's disclosure controls
and procedures as of a date within
90 days prior to the filing date of
this quarterly report (the "Evaluation
Date"); and

c) presented in this annual report our
conclusions about the effectiveness of
the disclosure controls and procedures
based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying
officer and I have disclosed, based on our
most recent evaluation, to the
registrant's auditors and the audit
committee of registrant's board of
directors (or persons performing the
equivalent function):

a) all significant deficiencies in the
design or operation of internal controls
which could adversely affect the registrant's
ability to record, process, summarize and
report financial data and have identified
for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that
involves management or other employees who
have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer
and I have indicated in this quarterly report
whether or not there were significant changes
in internal controls or in other factors that
could significantly affect internal
controls subsequent to the date of
our most recent evaluation, including
any corrective actions with regard to
significant deficiencies and material
 weaknesses.

Date: 6/10/2006


        -----------------------------------
            Frank J. Weinstock
            Chief Executive Officer






               EXHIBIT 99.1


     In connection with the Annual Report
on Form 10-KSB of Strategic Partners, Inc.
(the "Company") for the year ended December
31, 2002 as filed with the Securities and
Exchange Commission (the "Report"),
I, Frank J. Weinstock Chief Executive Officer
of the Company, certify, pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that:

       (1) the Report fully complies
with the requirements of section 13(a)
of the Securities Exchange Act of 1934; and

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


By:
       --------------------------------------------
Name:   Frank J. Weinstock
        Chief Executive Officer
        July 10, 2006






               EXHIBIT 99.2

   In connection with the Annual Report
on Form 10-KSB of Strategic Partners, Inc.
(the "Company") for the year ended September
30, 2002 as filed with the Securities and
Exchange Commission (the "Report"), I,
Richard D. Spencer, Chief Financial
Officer of the Company, certify,
pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that:

        (3) the Report fully complies
with the requirements of section 13(a) of
the Securities Exchange Act of 1934; and

        (4) the information contained in
the Report fairly presents, in all material
respects, the financial condition and
results of operations of the Company.



By:
       ----------------------------
Name:   Richard D. Spencer
        Chief Financial and Chief
        Accounting Officer
        July 10, 2006





See accompanying summary of accounting
policies and notes to financial statements.