##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 (Mark one)
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-25045
 CENTRAL FEDERAL CORPORATION
  Delaware
    
    34-1877137(State or other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification No.)
 2923 Smith Road, Fairlawn, Ohio 44333
 (330) 666-7979
 
   þ o
 o þ
  Class:
    
    Outstanding at April 28, 2006Common stock, $0.01 par value
    
    4,543,662 shares
 o þ




---



##### 



PagePART I. Financial InformationItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005
    
    
    3Consolidated Statements of Operations for the three months ended
March 31, 2006 and 2005
    
    
    4Consolidated Statement of Changes in Shareholders Equity
for the three months ended March 31, 2006
    
    
    5Consolidated Statements of Comprehensive Loss for the three
months ended March 31, 2006 and 2005
    
    
    6Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 2006 and 2005
    
    
    7Notes to Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis
    
    
    18Item 3. Controls and Procedures
    
    
    24PART II. Other InformationItem 1. Legal Proceedings
    
    
    25Item 6. Exhibits
    
    
    25Signatures
    
    
    26




---



##### 



March 31,
    
    
    December 31,2006
    
    
    2005ASSETS
    
    (unaudited)Cash and cash equivalents
    
    $
    2,043
    
    
    $
    2,972Securities available for sale
    
    
    35,192
    
    
    
    30,872Loans held for sale
    
    
    177
    
    
    
    178Loans, net of allowance of $1,730 and $1,495
    
    
    143,354
    
    
    
    124,026Federal Home Loan Bank stock
    
    
    2,656
    
    
    
    2,656Loan servicing rights
    
    
    234
    
    
    
    250Foreclosed assets, net
    
    
    60
    
    
    
    Premises and equipment, net
    
    
    2,984
    
    
    
    2,934Bank owned life insurance
    
    
    3,563
    
    
    
    3,531Loan sales proceeds receivable
    
    
    2,011
    
    
    
    2,241Deferred tax asset
    
    
    2,133
    
    
    
    1,978Accrued interest receivable and other assets
    
    
    2,255
    
    
    
    1,383$
    196,662
    
    
    $
    173,021LIABILITIES AND SHAREHOLDERS EQUITYDepositsNon-interest bearing
    
    $
    9,056
    
    
    $
    7,509Interest bearing
    
    
    127,368
    
    
    
    120,079Total deposits
    
    
    136,424
    
    
    
    127,588Federal Home Loan Bank advances
    
    
    23,795
    
    
    
    22,995Advances by borrowers for taxes and insurance
    
    
    63
    
    
    
    113Accrued interest payable and other liabilities
    
    
    1,282
    
    
    
    1,089Subordinated debentures
    
    
    5,155
    
    
    
    5,155Total liabilities
    
    
    166,719
    
    
    
    156,940Shareholders equityPreferred stock, 1,000,000 shares authorized;
none issued
    
    
    
    
    
    
    Common stock, $.01 par value; 6,000,000 shares
authorized; 2006 - 4,612,195 shares issued,
2005 - 2,312,195 shares issued
    
    
    46
    
    
    
    23Additional paid-in capital
    
    
    27,105
    
    
    
    12,787Retained earnings
    
    
    3,682
    
    
    
    4,315Accumulated other comprehensive income (loss)
    
    
    (107
    )
    
    
    28Unearned stock based incentive plan shares
    
    
    
    
    
    
    (289
    )Treasury stock, at cost (2006 - 68,533 shares,
2005 - 68,533 shares)
    
    
    (783
    )
    
    
    (783
    )Total shareholders equity
    
    
    29,943
    
    
    
    16,081$
    196,662
    
    
    $
    173,021
  3.




---



##### 



Three months endedMarch 31,2006
    
    
    2005Interest and dividend incomeLoans, including fees
    
    $
    2,301
    
    
    $
    1,675Securities
    
    
    407
    
    
    
    143Federal Home Loan Bank stock dividends
    
    
    38
    
    
    
    42Federal funds sold and other
    
    
    23
    
    
    
    782,769
    
    
    
    1,938Interest expenseDeposits
    
    
    1,008
    
    
    
    535Federal Home Loan Bank advances and other debt
    
    
    137
    
    
    
    164Subordinated debentures
    
    
    95
    
    
    
    701,240
    
    
    
    769Net interest income
    
    
    1,529
    
    
    
    1,169Provision for loan losses
    
    
    290
    
    
    
    218Net interest income after provision for loan losses
    
    
    1,239
    
    
    
    951Noninterest incomeService charges on deposit accounts
    
    
    51
    
    
    
    41Net gains on sales of loans
    
    
    32
    
    
    
    211Loan servicing fees, net
    
    
    14
    
    
    
    7Earnings on bank owned life insurance
    
    
    32
    
    
    
    34Other
    
    
    51
    
    
    
    6180
    
    
    
    299Noninterest expenseSalaries and employee benefits
    
    
    929
    
    
    
    907Occupancy and equipment
    
    
    114
    
    
    
    113Data processing
    
    
    118
    
    
    
    124Franchise taxes
    
    
    47
    
    
    
    52Professional fees
    
    
    166
    
    
    
    96Director fees
    
    
    42
    
    
    
    39Postage, printing and supplies
    
    
    50
    
    
    
    62Advertising and promotion
    
    
    20
    
    
    
    43Telephone
    
    
    26
    
    
    
    36Loan expenses
    
    
    45
    
    
    
    9Foreclosed assets, net
    
    
    10
    
    
    
    4Depreciation
    
    
    105
    
    
    
    105Amortization of intangibles
    
    
    
    
    
    
    31Other
    
    
    97
    
    
    
    811,769
    
    
    
    1,702Loss before income taxes
    
    
    (350
    )
    
    
    (452
    )Income tax benefit
    
    
    (126
    )
    
    
    (163
    )Net loss
    
    $
    (224
    )
    
    $
    (289
    )Loss per share:Basic
    
    $
    (0.05
    )
    
    $
    (0.13
    )Diluted
    
    $
    (0.05
    )
    
    $
    (0.13
    )
  4.




---



##### 



AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    Unearned Stock
    
    
    
    
    
    
    TotalCommon
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    Based Incentive
    
    
    Treasury
    
    
    ShareholdersStock
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Plan Shares
    
    
    Stock
    
    
    EquityBalance at January 1, 2006
    
    $
    23
    
    
    $
    12,787
    
    
    $
    4,315
    
    
    $
    28
    
    
    $
    (289
    )
    
    $
    (783
    )
    
    $
    16,081Reclassification of unearned stock based
incentive plan shares upon adoption of SFAS 123R,
Share Based Payment on January 1, 2006
    
    
    
    
    
    
    (289
    )
    
    
    
    
    
    
    
    
    
    
    289
    
    
    
    
    
    
    
    Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    (224
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (224
    )Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (135
    )
    
    
    
    
    
    
    
    
    
    
    (135
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (359
    )Issuance of common stock in public offering, net
of offering costs of $1,542 (2,300,000 shares)
    
    
    23
    
    
    
    14,535
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,558Release of 5,831 stock based incentive plan shares
    
    
    
    
    
    
    67
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67Tax benefits from dividends on unvested stock based incentive plan shares
    
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5Cash dividends declared ($.09 per share)
    
    
    
    
    
    
    
    
    
    
    (409
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (409
    )Balance at March 31, 2006
    
    $
    46
    
    
    $
    27,105
    
    
    $
    3,682
    
    
    $
    (107
    )
    
    $
    
    
    
    $
    (783
    )
    
    $
    29,943
  5.




---



##### 



Three months endedMarch 31,2006
    
    
    2005Net loss
    
    $
    (224
    )
    
    $
    (289
    )Change in net unrealized gain (loss) on securities
available for sale
    
    
    (204
    )
    
    
    (212
    )Tax effect
    
    
    69
    
    
    
    72Other comprehensive loss
    
    
    (135
    )
    
    
    (140
    )Comprehensive loss
    
    $
    (359
    )
    
    $
    (429
    )
  6.




---



##### 



Three Months endedMarch 31,2006
    
    
    2005Cash flows from operating activities
    
    $
    (656
    )
    
    $
    (768
    )Cash flows from investing activitiesAvailable-for-sale securities:Maturities, prepayments and calls
    
    
    1,874
    
    
    
    544Purchases
    
    
    (6,379
    )
    
    
    (2,017
    )Loan originations and payments, net
    
    
    (15,884
    )
    
    
    (8,601
    )Loans purchased
    
    
    (3,708
    )
    
    
    Additions to premises and equipment
    
    
    (156
    )
    
    
    (26
    )Proceeds from the sale of premises and equipment
    
    
    43
    
    
    
    Net cash from investing activities
    
    
    (24,210
    )
    
    
    (10,100
    )Cash flows from financing activitiesNet change in deposits
    
    
    8,831
    
    
    
    9,007Net change in short-term borrowings from the
Federal Home Loan Bank and other
    
    
    1,800
    
    
    
    (26,524
    )Repayments on Federal Home Loan Bank
advances and other debt
    
    
    (1,000
    )
    
    
    (1,000
    )Net change in advances by borrowers for
taxes and insurance
    
    
    (50
    )
    
    
    (122
    )Cash dividends paid
    
    
    (202
    )
    
    
    (196
    )Proceeds from exercise of stock options
    
    
    
    
    
    
    374Proceeds from issuance of common stock in public offering
    
    
    14,558
    
    
    
    Net cash from financing activities
    
    
    23,937
    
    
    
    (18,461
    )Net change in cash and cash equivalents
    
    
    (929
    )
    
    
    (29,329
    )Beginning cash and cash equivalents
    
    
    2,972
    
    
    
    32,675Ending cash and cash equivalents
    
    $
    2,043
    
    
    $
    3,346Supplemental cash flow information:Interest paid
    
    $
    1,196
    
    
    $
    722Income taxes paid
    
    
    
    
    
    
    Supplemental noncash disclosures:Transfers from loans to repossessed assets
    
    $
    60
    
    
    $
    
  7.




---



##### 



NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
   Earnings Per Share
  8.




---



##### 



NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
  Three months ended March 31,2006
    
    
    2005BasicNet loss
    
    $
    (224
    )
    
    $
    (289
    )Weighted average common shares outstanding
    
    
    4,223,273
    
    
    
    2,189,716Basic loss per common share
    
    $
    (0.05
    )
    
    $
    (0.13
    )DilutedNet loss
    
    $
    (224
    )
    
    $
    (289
    )Weighted average common shares outstanding for
basic loss per share
    
    
    4,223,273
    
    
    
    2,189,716Add: Dilutive effects of assumed exercises of
stock options and stock based incentive plan
shares
    
    
    
    
    
    
    Average shares and dilutive potential common shares
    
    
    4,223,273
    
    
    
    2,189,716Diluted loss per common share
    
    $
    (0.05
    )
    
    $
    (0.13
    )
  Three months ended March 31,2006
    
    
    2005Stock options
    
    
    282,472
    
    
    
    216,398Stock based incentive plan shares
    
    
    20,829
    
    
    
    24,107
 9.




---



##### 



NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 Stock Based Compensation Accounting for
Stock Issued to Employees Accounting for Stock-based Compensation.
 Statement of Cash Flows,
    Three monthsended March 31,2005Net loss as reported
    
    $
    (289
    )Deduct: Stock-based compensation expense
determined under fair value based method
    
    
    45Pro forma net loss
    
    $
    (334
    )Basic loss per share as reported
    
    $
    (0.13
    )Pro forma basic loss per share
    
    
    (0.15
    )Diluted loss per share as reported
    
    $
    (0.13
    )Pro forma diluted loss per share
    
    
    (0.15
    )
 10.




---



##### 



Reclassifications:
 11.




---



##### 



NOTE 2  SECURITIES
  Gross
    
    
    GrossFair
    
    
    Unrealized
    
    
    UnrealizedValue
    
    
    Gains
    
    
    LossesMarch 31, 2006Federal agency
    
    $
    5,820
    
    
    $
    
    
    
    $
    (186
    )State and municipal
    
    
    1,972
    
    
    
    
    
    
    
    (46
    )Mortgage-backed
    
    
    27,400
    
    
    
    279
    
    
    
    (209
    )Total
    
    $
    35,192
    
    
    $
    279
    
    
    $
    (441
    )December 31, 2005Federal agency
    
    $
    5,838
    
    
    $
    
    
    
    $
    (169
    )State and municipal
    
    
    1,987
    
    
    
    
    
    
    
    (33
    )Mortgage-backed
    
    
    23,047
    
    
    
    405
    
    
    
    (161
    )Total
    
    $
    30,872
    
    
    $
    405
    
    
    $
    (363
    )
  Availablefor SaleFairValueDue from one to five years
    
    $
    7,792Mortgage-backed
    
    
    27,400Total
    
    $
    35,192
 12.




---



##### 



NOTE 2  SECURITIES (continued)
   March 31, 2006
    
    Less than 12 Months
    
    
    12 Months or More
    
    
    TotalUnrealized
    
    
    
    
    
    
    Unrealized
    
    
    
    
    
    
    UnrealizedDescription of Securities
    
    Fair Value
    
    
    Loss
    
    
    Fair Value
    
    
    Loss
    
    
    Fair Value
    
    
    LossFederal agency
    
    $
    979
    
    
    $
    (15
    )
    
    $
    4,841
    
    
    $
    (171
    )
    
    $
    5,820
    
    
    $
    (186
    )State and municipal
    
    
    1,972
    
    
    
    (46
    )
    
    
    
    
    
    
    
    
    
    
    1,972
    
    
    
    (46
    )Mortgage-backed
    
    
    7,706
    
    
    
    (105
    )
    
    
    2,786
    
    
    
    (104
    )
    
    
    10,492
    
    
    
    (209
    )Total temporarily
impaired
    
    $
    10,657
    
    
    $
    (166
    )
    
    $
    7,627
    
    
    $
    (275
    )
    
    $
    18,284
    
    
    $
    (441
    )
 December 31, 2005
    
    Less than 12 Months
    
    
    12 Months or More
    
    
    TotalUnrealized
    
    
    
    
    
    
    Unrealized
    
    
    
    
    
    
    UnrealizedDescription of Securities
    
    Fair Value
    
    
    Loss
    
    
    Fair Value
    
    
    Loss
    
    
    Fair Value
    
    
    LossFederal agency
    
    $
    1,955
    
    
    $
    (42
    )
    
    $
    3,883
    
    
    $
    (127
    )
    
    $
    5,838
    
    
    $
    (169
    )State and municipal
    
    
    1,987
    
    
    
    (33
    )
    
    
    
    
    
    
    
    
    
    
    1,987
    
    
    
    (33
    )Mortgage-backed
    
    
    5,953
    
    
    
    (79
    )
    
    
    1,907
    
    
    
    (82
    )
    
    
    7,860
    
    
    
    (161
    )Total temporarily
impaired
    
    $
    9,895
    
    
    $
    (154
    )
    
    $
    5,790
    
    
    $
    (209
    )
    
    $
    15,685
    
    
    $
    (363
    )
   13.




---



##### 



NOTE 3  LOANS
  March 31,
    
    
    December 31,2006
    
    
    2005Commercial
    
    $
    23,365
    
    
    $
    16,347Real estate:Single-family residential
    
    
    24,548
    
    
    
    23,627Multi-family residential
    
    
    39,985
    
    
    
    30,206Commercial
    
    
    26,916
    
    
    
    25,937Consumer
    
    
    30,464
    
    
    
    29,540Subtotal
    
    
    145,278
    
    
    
    125,657Less: Net deferred loan fees
    
    
    (194
    )
    
    
    (136
    )Allowance for loan losses
    
    
    (1,730
    )
    
    
    (1,495
    )Loans, net
    
    $
    143,354
    
    
    $
    124,026
  Three months endedMarch 31,2006
    
    
    2005Beginning balance
    
    $
    1,495
    
    
    $
    978Provision for loan losses
    
    
    290
    
    
    
    218Loans charged-off
    
    
    (70
    )
    
    
    (109
    )Recoveries
    
    
    15
    
    
    
    23Ending balance
    
    $
    1,730
    
    
    $
    1,110
   March 31, 2006
    
    
    December 31, 2005Loans past due over 90 days still on accrual
    
    $
    
    
    
    $
    Nonaccrual loans
    
    
    745
    
    
    
    800
  14.




---



##### 



NOTE 4  STOCK COMPENSATION PLANS
   Three months ended March 31, 2006Weighted AverageWeighted Average
    
    
    Grant-Date FairShares
    
    
    Exercise Price
    
    
    ValueOptions outstanding, beginning of
period
    
    
    290,872
    
    
    $
    11.32
    
    
    $
    3.68Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (12,600
    )
    
    
    13.28
    
    
    
    3.43Options outstanding, end of period
    
    
    278,272
    
    
    $
    11.24
    
    
    $
    3.70Options exercisable, end of period
    
    
    278,272
    
    
    $
    11.24
    
    
    $
    3.70
  15.




---



##### 



NOTE 4  STOCK COMPENSATION PLANS (continued)
  Outstanding
    
    ExercisableWeightedAverage
    
    Weighted
    
    
    
    
    
    WeightedRemaining
    
    Average
    
    
    
    
    
    AverageRange of Exercise
    
    
    
    
    
    Contractual
    
    Exercise
    
    
    
    
    
    ExercisePrices
    
    Number
    
    Life in Years
    
    Price
    
    Number
    
    Price$9.19 - $10.42
    
    
    133,640
    
    
    
    7.2
    
    
    $
    10.00
    
    
    
    133,640
    
    
    $
    10.00$11.50 - $12.70
    
    
    134,000
    
    
    
    7.7
    
    
    $
    12.27
    
    
    
    134,000
    
    
    $
    12.27$13.76- $13.94
    
    
    10,632
    
    
    
    8.0
    
    
    $
    13.76
    
    
    
    10,632
    
    
    $
    13.76
   Three months ended March 31, 2006WeightedAverage Grant-Shares
    
    
    Date Fair ValueUnvested shares outstanding at beginning of period
    
    
    45,827
    
    
    $
    11.48Granted
    
    
    
    
    
    
    Vested
    
    
    (8,775
    )
    
    
    11.89Forfeited
    
    
    
    
    
    
    Unvested shares outstanding at end of period
    
    
    37,052
    
    
    $
    11.38
   16.




---



##### 



NOTE 5  SEGMENT INFORMATION
   Parent and
    
    
    ConsolidatedBanking
    
    
    Mortgage Banking
    
    
    Other
    
    
    TotalFor the three months ended March 31, 2006:Net interest income (expense)
    
    $
    1,605
    
    
    $
    19
    
    
    $
    (95
    )
    
    $
    1,529Provision for loan losses
    
    
    (290
    )
    
    
    
    
    
    
    
    
    
    
    (290
    )Net gain (loss) on sales of loans
    
    
    (1
    )
    
    
    33
    
    
    
    
    
    
    
    32Other revenue
    
    
    143
    
    
    
    (3
    )
    
    
    8
    
    
    
    148Depreciation and amortization
    
    
    (98
    )
    
    
    (7
    )
    
    
    
    
    
    
    (105
    )Other expense
    
    
    (1,413
    )
    
    
    (157
    )
    
    
    (94
    )
    
    
    (1,664
    )Loss before income tax
    
    
    (54
    )
    
    
    (115
    )
    
    
    (181
    )
    
    
    (350
    )Income tax benefit
    
    
    (25
    )
    
    
    (39
    )
    
    
    (62
    )
    
    
    (126
    )Net loss
    
    $
    (29
    )
    
    $
    (76
    )
    
    $
    (119
    )
    
    $
    (224
    )March 31, 2006Segment assets
    
    $
    192,539
    
    
    $
    3,029
    
    
    $
    1,094
    
    
    $
    196,662
 Parent and
    
    
    ConsolidatedBanking
    
    
    Mortgage Banking
    
    
    Other
    
    
    TotalFor the three months ended March 31, 2005:Net interest income (expense)
    
    $
    1,243
    
    
    $
    (4
    )
    
    $
    (70
    )
    
    $
    1,169Provision for loan losses
    
    
    (218
    )
    
    
    
    
    
    
    
    
    
    
    (218
    )Net gain on sales of loans
    
    
    
    
    
    
    211
    
    
    
    
    
    
    
    211Other revenue
    
    
    87
    
    
    
    
    
    
    
    1
    
    
    
    88Depreciation and amortization
    
    
    (100
    )
    
    
    (36
    )
    
    
    
    
    
    
    (136
    )Other expense
    
    
    (1,250
    )
    
    
    (222
    )
    
    
    (94
    )
    
    
    (1,566
    )Loss before income tax
    
    
    (238
    )
    
    
    (51
    )
    
    
    (163
    )
    
    
    (452
    )Income tax benefit
    
    
    (94
    )
    
    
    (13
    )
    
    
    (56
    )
    
    
    (163
    )Net loss
    
    $
    (144
    )
    
    $
    (38
    )
    
    $
    (107
    )
    
    $
    (289
    )March 31, 2005Segment assets
    
    $
    151,974
    
    
    $
    2,287
    
    
    $
    (1,400
    )
    
    $
    152,861
 17.




---



##### 



Forward-Looking Statements
   General
  Management Strategy
    18.




---



##### 



st st th
     Financial Condition
 General.
 Securities.
 Loans.
 Deposits.
 Shareholders equity.
 19.




---



##### 



Comparison of the Results of Operations for the Three Months Ended March 31, 2006 and 2005
 General.
 Net interest income.
   20.




---



##### 



Provision for loan losses.
  Noninterest income.
 21.




---



##### 



Noninterest expense.
 Income taxes.
 Critical Accounting Policies
    Liquidity and Capital Resources
   22.




---



##### 



23.




---



##### 



Evaluation of disclosure controls and procedures.
 Changes in internal control over financial reporting
 24.




---



##### 



(a)
    
    ExhibitNumber
    
    Exhibit3.1*
    
    
    Certificate of Incorporation3.2*
    
    
    Bylaws4.0*
    
    
    Form of Common Stock Certificate11.1
    
    
    Statement Re: Computation of Per Share Earnings31.1
    
    
    Rule 13a-14(a) Certifications of the Chief Executive Officer31.2
    
    
    Rule 13a-14(a) Certifications of the Chief Financial Officer32.1
    
    
    Section 1350 Certifications of the Chief Executive Officer and
Chief Financial Officer
 
 *
    
    Incorporated by reference into this document from the Exhibits filed with the
Registration Statement on Form SB-2 Registration Statement No. 333-64089 25




---



##### 



CENTRAL FEDERAL CORPORATIONDated:  May 12, 2006
    By:
    /s/ Mark S. AllioMark S. AllioChairman of the Board, President and
Chief Executive OfficerDated:  May 12, 2006
    By:
    /s/ Therese Ann LiutkusTherese Ann Liutkus, CPATreasurer and Chief Financial Officer 26