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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C. 20549

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Form10-Q

|                                |                                                                                       |
|--------------------------------|---------------------------------------------------------------------------------------|
|       | QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 |

|        |                                                  |
|--------|--------------------------------------------------|
|   | For the quarterly period endedSeptember  30,2006 |

OR

|        |                                                                                        |
|--------|----------------------------------------------------------------------------------------|
|   | TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 |

|        |                                                                                                                                                                                                                                                                                   |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | For the transition period from                     to                     |

Commission FileNumber:    0-24247

Atlantic Express TransportationCorp.(Exact name of registrant as specified initscharter)

|                                                              |  |  |                                  |
|--------------------------------------------------------------|--|--|----------------------------------|
| NewYork                                                      |  |  | 13-392-4567                      |
| (Stateor other jurisdiction of incorporation ororganization) |  |  | (IRSEmployer Identification No.) |
|                                                              |

7 North StreetStaten Island, New York 10302-1205(Address of principalexecutive offices)

(718) 442-7000(Registrant’s telephone number, including areacode)

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Indicate by check markwhether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to suchfiling requirements for the past 90days.    Yes       No   

Indicate bycheck mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. (as defined in Rule12b-2 of the Exchange Act).

Large acceleratedfiler       Acceleratedfiler       Non-acceleratedfiler   

Indicate by check mark whether the registrantis a shell company (as defined in Rule 12b-2 of the ExchangeAct).    Yes       No   

Indicate bycheck mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities undera plan confirmed by acourt.    Yes       No   

The numberof outstanding shares of the registrant’s common stock, parvalue $0.01 per share, as of November  14,  2006 was945,263.

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INDEX

|                                                    |  |  |                                                                                                       |  |  |               |  |  |        |
|----------------------------------------------------|--|--|-------------------------------------------------------------------------------------------------------|--|--|---------------|--|--|--------|
|                                               |  |  |                                                                                                  |  |  | PageNo.       |  |  |   |
| PARTI:    FINANCIALINFORMATION |  |  |                                                                                                  |  |  |          |
| Item1.                                             |  |  | FinancialStatements                                                                                   |  |  |   3 |  |  |   |
|                                               |  |  | ConsolidatedBalance Sheets — September 30, 2006 (unaudited) and June 30,2006                    |  |  |   3 |  |  |   |
|                                               |  |  | ConsolidatedStatements of Operations (unaudited) — Three Months EndedSeptember 30, 2006 and2005 |  |  |   4 |  |  |   |
|                                               |  |  | ConsolidatedStatements of Cash Flows (unaudited) — Three Months EndedSeptember 30, 2006 and2005 |  |  |   5 |  |  |   |
|                                               |  |  | Notes to ConsolidatedFinancial Statements(unaudited)                                                  |  |  |   7 |  |  |   |
| Item2.                                             |  |  | Management's Discussion and Analysis of FinancialCondition and Results ofOperations                   |  |  |   9 |  |  |   |
| Item3.                                             |  |  | Quantitative and Qualitative Disclosures about MarketRisk                                             |  |  | 13            |  |  |   |
| Item 4.                                            |  |  | Controls andProcedures                                                                                |  |  | 14            |  |  |   |
|                                               |  |  |                                                                                                  |  |  |          |  |  |   |
| PARTII:    OTHER INFORMATION   |  |  |                                                                                                  |  |  |          |
| Item1.                                             |  |  | Legal Proceedings                                                                                     |  |  | 15            |  |  |   |
| Item1A.                                            |  |  | Risk Factors                                                                                          |  |  | 15            |  |  |   |
| Item2.                                             |  |  | Unregistered Sales of Equity Securities and Use ofProceeds                                            |  |  | 15            |  |  |   |
| Item 3.                                            |  |  | Defaults uponSenior Securities                                                                        |  |  | 15            |  |  |   |
| Item4.                                             |  |  | Submission of Matters to a Vote of SecurityHolders                                                    |  |  | 15            |  |  |   |
| Item 5.                                            |  |  | OtherInformation                                                                                      |  |  | 15            |  |  |   |
| Item 6.                                            |  |  | Exhibits andReports on Form8-K                                                                        |  |  | 15            |  |  |   |
|                                                    |

2

----

PART I.

FINANCIAL INFORMATION

Item I.    Financial Statements

Atlantic ExpressTransportation Corp. and Subsidiaries Consolidated BalanceSheets

|                                                                                                     |  |  |                  |   |              |             |  |  |  |   |              |   |
|-----------------------------------------------------------------------------------------------------|--|--|------------------|---|--------------|-------------|--|--|--|---|--------------|---|
|                                                                                                |  |  | September30,2006 |   |              | June30,2006 |
|                                                                                                |  |  | (unaudited)      |   |              |        |
| Assets                                                                                              |  |  |                  |   |         |             |  |  |  |   |         |   |
| Currentassets:                                                                                      |  |  |                  |   |         |             |  |  |  |   |         |   |
| Cash and cashequivalents                                                                            |  |  |                  | $ | 766,974      |             |  |  |  | $ | 501,271      |   |
| Accountsreceivable, net of allowance for doubtful accounts of $1,790,310 and$1,760,310,respectively |  |  |                  |   | 50,925,496   |             |  |  |  |   | 46,084,799   |   |
| Inventories                                                                                         |  |  |                  |   | 2,719,134    |             |  |  |  |   | 2,763,901    |   |
| Assetsheld forsale                                                                                  |  |  |                  |   | —      |             |  |  |  |   | 6,222,679    |   |
| Prepaidinsurance                                                                                    |  |  |                  |   | 32,266,362   |             |  |  |  |   | 34,881,384   |   |
| Prepaidexpenses and other currentassets                                                             |  |  |                  |   | 6,622,813    |             |  |  |  |   | 3,740,504    |   |
| Totalcurrentassets                                                                                  |  |  |                  |   | 93,300,779   |             |  |  |  |   | 94,194,538   |   |
| Property,plant and equipment, at cost, less accumulateddepreciation                                 |  |  |                  |   | 90,074,289   |             |  |  |  |   | 93,477,922   |   |
| Otherassets:                                                                                        |  |  |                  |   |         |             |  |  |  |   |         |   |
| Restricted cash andcashequivalents                                                                  |  |  |                  |   | 4,586,111    |             |  |  |  |   | 3,728,146    |   |
| Restrictedmarketablesecurities                                                                      |  |  |                  |   | 2,934,407    |             |  |  |  |   | 4,428,627    |   |
| Transportationcontract rights,net                                                                   |  |  |                  |   | 3,033,674    |             |  |  |  |   | 3,162,134    |   |
| Deferredfinancing costs,net                                                                         |  |  |                  |   | 5,273,985    |             |  |  |  |   | 6,200,525    |   |
| Depositsand other non-currentassets                                                                 |  |  |                  |   | 10,555,666   |             |  |  |  |   | 8,234,313    |   |
| Totalotherassets                                                                                    |  |  |                  |   | 26,383,843   |             |  |  |  |   | 25,753,745   |   |
| TOTALASSETS                                                                                         |  |  |                  | $ | 209,758,911  |             |  |  |  | $ | 213,426,205  |   |
| Liabilitiesand Shareholder'sDeficit                                                                 |  |  |                  |   |         |             |  |  |  |   |         |   |
| Currentliabilities:                                                                                 |  |  |                  |   |         |             |  |  |  |   |         |   |
| Currentportion of long-termdebt                                                                     |  |  |                  | $ | 24,368,856   |             |  |  |  | $ | 22,196,184   |   |
| Currentportion of capital leaseobligations                                                          |  |  |                  |   | 1,493,373    |             |  |  |  |   | 1,625,172    |   |
| Insurancefinancingpayable                                                                           |  |  |                  |   | 2,184,091    |             |  |  |  |   | 4,086,924    |   |
| Controlleddisbursements account—checks issued notfunded                                       |  |  |                  |   | 5,114,091    |             |  |  |  |   | 2,202,664    |   |
| Accountspayable, accrued expenses and other currentliabilities                                      |  |  |                  |   | 21,804,418   |             |  |  |  |   | 26,222,915   |   |
| Accruedcompensation                                                                                 |  |  |                  |   | 5,268,128    |             |  |  |  |   | 3,166,608    |   |
| Currentportion of insurancereserves                                                                 |  |  |                  |   | 1,175,256    |             |  |  |  |   | 1,458,766    |   |
| Accruedinterest                                                                                     |  |  |                  |   | 9,627,366    |             |  |  |  |   | 5,429,594    |   |
| Payableto creditors under the plan of reorganization – currentportion                         |  |  |                  |   | 1,545,437    |             |  |  |  |   | 2,128,413    |   |
| Totalcurrentliabilities                                                                             |  |  |                  |   | 72,581,016   |             |  |  |  |   | 68,517,240   |   |
| Long-termdebt, net of currentportion                                                                |  |  |                  |   | 136,192,144  |             |  |  |  |   | 135,885,374  |   |
| Capitallease obligations, net of currentportion                                                     |  |  |                  |   | 3,432,203    |             |  |  |  |   | 3,340,907    |   |
| Insurancereserves, net of currentportion                                                            |  |  |                  |   | 585,941      |             |  |  |  |   | 457,434      |   |
| Deferredincome, net of current portion and other long-termliabilities                               |  |  |                  |   | 3,416,855    |             |  |  |  |   | 3,328,464    |   |
| Deferredstate and local incometaxes                                                                 |  |  |                  |   | 622,000      |             |  |  |  |   | 622,000      |   |
| Payable tocreditors under the plan of reorganization, net of currentportion                         |  |  |                  |   | 1,312,054    |             |  |  |  |   | 1,307,959    |   |
| Totalliabilities                                                                                    |  |  |                  |   | 218,142,213  |             |  |  |  |   | 213,459,378  |   |
| Commitmentsandcontingencies                                                                         |  |  |                  |   |         |             |  |  |  |   |         |   |
| Shareholder'sdeficit:                                                                               |  |  |                  |   |         |             |  |  |  |   |         |   |
| Common stock, parvalue $.01 per share, authorized shares 1,303,200; issued andoutstanding945,263    |  |  |                  |   | 9,453        |             |  |  |  |   | 9,453        |   |
| Additionalpaid-incapital                                                                            |  |  |                  |   | 114,939,064  |             |  |  |  |   | 114,939,064  |   |
| Accumulateddeficit                                                                                  |  |  |                  |   | (123,315,881 | )           |  |  |  |   | (114,816,797 | ) |
| Accumulatedother comprehensiveloss                                                                  |  |  |                  |   | (15,938      | )           |  |  |  |   | (164,893     | ) |
| Totalshareholder's deficit                                                                          |  |  |                  |   | (8,383,302   | )           |  |  |  |   | (33,173      | ) |
| TOTALLIABILITIES AND SHAREHOLDER'SDEFICIT                                                           |  |  |                  | $ | 209,758,911  |             |  |  |  | $ | 213,426,205  |   |
|                                                                                                     |

Seeaccompanying notes to condensed consolidated financialstatements.

3

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Atlantic Express Transportation Corp. andSubsidiaries Consolidated Statements ofOperations(Unaudited)

|                                                           |  |  |                                |   |             |      |  |  |  |   |             |   |
|-----------------------------------------------------------|--|--|--------------------------------|---|-------------|------|--|--|--|---|-------------|---|
|                                                      |  |  | Three Months EndedSeptember30, |
|                                                      |  |  | 2006                           |   |             | 2005 |
| Revenues:                                                 |  |  |                                |   |        |      |  |  |  |   |        |   |
| Schoolbusoperations                                       |  |  |                                | $ | 57,804,362  |      |  |  |  | $ | 55,586,660  |   |
| Paratransitand transitoperations                          |  |  |                                |   | 11,959,042  |      |  |  |  |   | 11,700,394  |   |
| Totalrevenues                                             |  |  |                                |   | 69,763,404  |      |  |  |  |   | 67,287,054  |   |
| Costsand expenses:                                        |  |  |                                |   |        |      |  |  |  |   |        |   |
| Cost ofoperations—School busoperations              |  |  |                                |   | 58,445,589  |      |  |  |  |   | 55,789,208  |   |
| Costof operations—Paratransit and transitoperations |  |  |                                |   | 10,507,450  |      |  |  |  |   | 10,164,588  |   |
| Generalandadministrative                                  |  |  |                                |   | 3,921,093   |      |  |  |  |   | 4,629,211   |   |
| Depreciationandamortization                               |  |  |                                |   | 4,563,554   |      |  |  |  |   | 6,071,880   |   |
| Totaloperating costs andexpenses                          |  |  |                                |   | 77,437,686  |      |  |  |  |   | 76,654,887  |   |
| Lossfromoperations                                        |  |  |                                |   | (7,674,282  | )    |  |  |  |   | (9,367,833  | ) |
| Otherincome (expense):                                    |  |  |                                |   |        |      |  |  |  |   |        |   |
| Interestexpense                                           |  |  |                                |   | (6,181,081  | )    |  |  |  |   | (6,426,707  | ) |
| Reorganizationcosts                                       |  |  |                                |   | 1,422       |      |  |  |  |   | (59,236     | ) |
| Otherincome(loss)                                         |  |  |                                |   | (257,710    | )    |  |  |  |   | 38,080      |   |
| Lossbefore discontinuedoperations                         |  |  |                                |   | (14,111,651 | )    |  |  |  |   | (15,815,696 | ) |
| Gain(loss) from discontinuedoperations                    |  |  |                                |   | 5,612,567   |      |  |  |  |   | (1,324      | ) |
| Netloss                                                   |  |  |                                | $ | (8,499,084  | )    |  |  |  | $ | (15,817,020 | ) |
|                                                           |

Seeaccompanying notes to consolidated financial statements.

4

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Atlantic Express Transportation Corp. andSubsidiaries Consolidated Statements of Cash Flows(Unaudited)

|                                                                                      |  |  |                                 |   |             |      |  |  |  |   |             |   |
|--------------------------------------------------------------------------------------|--|--|---------------------------------|---|-------------|------|--|--|--|---|-------------|---|
|                                                                                 |  |  | Three Months EndedSeptember 30, |
|                                                                                 |  |  | 2006                            |   |             | 2005 |
| Cash flows from operatingactivities:                                                 |  |  |                                 |   |        |      |  |  |  |   |        |   |
| Netloss                                                                              |  |  |                                 | $ | (8,499,084  | )    |  |  |  | $ | (15,817,020 | ) |
| Adjustmentsto reconcile net loss to net cash used in operatingactivities:            |  |  |                                 |   |        |      |  |  |  |   |        |   |
| Loss (gain) onsales of marketable securities andinvestments                          |  |  |                                 |   | 45,367      |      |  |  |  |   | (5,582      | ) |
| Depreciation                                                                         |  |  |                                 |   | 4,435,094   |      |  |  |  |   | 5,379,468   |   |
| Fixedassetimpairment                                                                 |  |  |                                 |   | —     |      |  |  |  |   | 445,137     |   |
| Amortization                                                                         |  |  |                                 |   | 1,054,482   |      |  |  |  |   | 1,175,404   |   |
| Originalissue discountinterest                                                       |  |  |                                 |   | 243,537     |      |  |  |  |   | 243,537     |   |
| Reservefor doubtful accountsreceivable                                               |  |  |                                 |   | 30,000      |      |  |  |  |   | 30,000      |   |
| Gainon sale ofbusiness                                                               |  |  |                                 |   | (5,868,473  | )    |  |  |  |   | —     |   |
| Loss(gain) on sales of fixed assets,net                                              |  |  |                                 |   | 300,995     |      |  |  |  |   | (33,648     | ) |
| Decrease(increase) in:                                                               |  |  |                                 |   |        |      |  |  |  |   |        |   |
| Accountsreceivable                                                                   |  |  |                                 |   | (4,870,697  | )    |  |  |  |   | 333,151     |   |
| Inventories                                                                          |  |  |                                 |   | 44,767      |      |  |  |  |   | (310,337    | ) |
| Prepaidexpenses and other currentassets                                              |  |  |                                 |   | (28,075     | )    |  |  |  |   | 1,039,738   |   |
| Depositand other non-currentassets                                                   |  |  |                                 |   | (2,321,353  | )    |  |  |  |   | (548,964    | ) |
| Increase(decrease) in:                                                               |  |  |                                 |   |        |      |  |  |  |   |        |   |
| Accountspayable, accrued expenses, accrued compensation and other currentliabilities |  |  |                                 |   | 1,951,325   |      |  |  |  |   | 4,601,968   |   |
| Controlleddisbursementaccount                                                        |  |  |                                 |   | 2,911,427   |      |  |  |  |   | (2,041,000  | ) |
| Insurancefinancingpayable                                                            |  |  |                                 |   | (1,902,833  | )    |  |  |  |   | (1,780,191  | ) |
| Payableto creditors under plan ofreorganization                                      |  |  |                                 |   | (578,881    | )    |  |  |  |   | (316,574    | ) |
| Insurancereserves and other long-termliabilities                                     |  |  |                                 |   | (66,611     | )    |  |  |  |   | (259,961    | ) |
| Netcash used in operatingactivities                                                  |  |  |                                 |   | (13,119,013 | )    |  |  |  |   | (7,864,874  | ) |
| Cashflows from investingactivities:                                                  |  |  |                                 |   |        |      |  |  |  |   |        |   |
| Additions to property,plant andequipment                                             |  |  |                                 |   | (1,394,751  | )    |  |  |  |   | (1,860,523  | ) |
| Purchaseof transportation contractrights                                             |  |  |                                 |   | —     |      |  |  |  |   | (1,421,772  | ) |
| Proceedsfrom sale ofbusiness                                                         |  |  |                                 |   | 11,760,113  |      |  |  |  |   | —     |   |
| Proceedsfrom sales of fixedassets                                                    |  |  |                                 |   | 356,122     |      |  |  |  |   | 5,778,089   |   |
| Increase(decrease) in restricted cash and cashequivalents                            |  |  |                                 |   | (857,965    | )    |  |  |  |   | 69,473      |   |
| Purchasesof marketablesecurities                                                     |  |  |                                 |   | (547,507    | )    |  |  |  |   | (1,470,702  | ) |
| Proceedsfrom sales or redemptions of marketablesecurities                            |  |  |                                 |   | 2,144,833   |      |  |  |  |   | 1,299,708   |   |
| Netcash provided by investingactivities                                              |  |  |                                 |   | 11,460,845  |      |  |  |  |   | 2,394,273   |   |
|                                                                                      |

Seeaccompanying notes to consolidated financialstatements.

5

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Atlantic Express Transportation Corp. andSubsidiaries Consolidated Statements of Cash Flows(Unaudited)

|                                                                      |  |  |                                |   |           |      |  |  |  |   |            |   |
|----------------------------------------------------------------------|--|--|--------------------------------|---|-----------|------|--|--|--|---|------------|---|
|                                                                 |  |  | Three Months EndedSeptember30, |
|                                                                 |  |  | 2006                           |   |           | 2005 |
| Cash flows fromfinancing activities:                                 |  |  |                                |   |      |      |  |  |  |   |       |   |
| Proceedsfrom senior credit facility,net                              |  |  |                                | $ | 2,233,619 |      |  |  |  | $ | 539,910    |   |
| Distributionto parentcompany                                         |  |  |                                |   | —   |      |  |  |  |   | (110,000   | ) |
| Principalpayments on borrowings and capital leaseobligations         |  |  |                                |   | (309,748  | )    |  |  |  |   | (344,261   | ) |
| Deferredfinancingcosts                                               |  |  |                                |   | —   |      |  |  |  |   | (234,817   | ) |
| Netcash provided by (used in) financingactivities                    |  |  |                                |   | 1,923,871 |      |  |  |  |   | (149,168   | ) |
| Netincrease (decrease) in cash and cashequivalents                   |  |  |                                |   | 265,703   |      |  |  |  |   | (5,619,769 | ) |
| Cashand cash equivalents, beginning ofyear                           |  |  |                                |   | 501,271   |      |  |  |  |   | 6,834,961  |   |
| Cashand cash equivalents, end ofperiod                               |  |  |                                | $ | 766,974   |      |  |  |  | $ | 1,215,192  |   |
| Supplementaldisclosures of cash flowinformation:                     |  |  |                                |   |      |      |  |  |  |   |       |   |
| Cash paidduring the periodfor:                                       |  |  |                                |   |      |      |  |  |  |   |       |   |
| Interest                                                             |  |  |                                | $ | 612,428   |      |  |  |  | $ | 931,867    |   |
| Incometaxes                                                          |  |  |                                | $ | 56,156    |      |  |  |  | $ | 51,892     |   |
| Supplementaldisclosures of non-cash investing and financingactivity: |  |  |                                |   |      |      |  |  |  |   |       |   |
| Cash paidduring the periodfor:                                       |  |  |                                |   |      |      |  |  |  |   |       |   |
| Loans incurred forpurchases of property, plant andequipment          |  |  |                                | $ | 202,000   |      |  |  |  | $ | —    |   |
|                                                                 |  |  |                                |   |      |      |  |  |  |   |       |   |
|                                                                      |

Seeaccompanying notes to consolidated financialstatements.

6

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Atlantic ExpressTransportation Corp. and Subsidiaries Notes to ConsolidatedFinancial Statements

1.    Basis of Accounting

Theseconsolidated financial statements should be read in conjunction withthe consolidated financial statements and related notes contained inAtlantic Express Transportation Corp.’s (the‘‘Company’s’’) financial statementsas of and for the year ended June  30,  2006 as filed onthe Company’s Annual Report on Form 10-K. In the opinion ofmanagement, all adjustments and accruals, (consisting only of normalrecurring adjustments) which are necessary for a fair presentation ofoperating results are reflected in the accompanying financialstatements. Operating results for the periods presented are notnecessarily indicative of the results for the full fiscalyear.

2.    Sale of Business

On July27,  2006, T-NT Bus Service, Inc., a subsidiary of the Company(‘‘T-NT’’), completed the sale ofsubstantially all of its assets for a gross purchase price of$12.6  million. In addition, Domenic Gatto, the Company’sChief Executive Officer and President received $100,000 asconsideration for entering into a five year non-competition agreement.The Company recognized a gain on the sale of these assets ofapproximately $5.6  million, net for the three months endedSeptember  30,  2006 which is included in gain fromdiscontinued operations. The operating results of T-NT were notrestated as discontinued operations for the three months endedSeptember  30,  2005 due to immateriality.

3.    Senior Credit Facility

On September19,  2006 our senior lender approved the extension of our seniorcredit facility to February  29,  2008 and onOctober  12,  2006 the amendment was executed. The LTMEBITDA covenant was increased to $24.0  million effectiveApril  2007, $25.0  million effective May  2007 and$26.0  million effective June  30,  2007 andthereafter. The Accounts Purchase and Sales Agreement was also extendedto February  29,  2008. In addition, our revolving line ofcredit was increased by $10.0  million to $30.0  millioneffective October  12,  2006.

4.    Extension ofSenior Unsecured Note

On September  21, 2006 the holder ofthe $4.9  million senior unsecured note approved an extension ofthe maturity date from April  23,  2007 to February22,  2008.

5.    PIK Interest

OnSeptember  30, 2006, the Company did not satisfy the maintenanceof net leverage test under (the‘‘Indenture’’) governing its outstandingsenior secured notes due 2008 (the‘‘Notes’’). As a result, the Company isrequired to pay additional interest at a rate of 2% per annum inthe form of payment in kind ‘‘PIK’’ notes.All PIK notes have identical terms to the Notes on which they arepayable. The Company is also required to pay the 2% per annum ofPIK interest to the holders of its outstanding Third Priority SecuredNote as a result of not satisfying a comparable maintenance of netleverage test applicable to those notes. The Company will issue the PIKnotes on each remaining semi-annual interest payment date ofApril  15 and October  15, beginning April15,  2007. Because the obligation to pay additional interest onthe Notes in the form of PIK notes began effective as ofSeptember  30,  2006, the initial issuance of PIK noteswill cover additional interest from that date for a period which willexceed six months. Subsequent issuances of PIK notes on semi-annualinterest payment dates will cover additional interest for thecorresponding six month period.

6.    New AccountingStandards

In June 2006, the FASB issued FinancialInterpretation No. (FIN) 48, ‘‘Accounting forUncertainty in Income Taxes.’’ FIN 48 clarifies theaccounting for uncertainty in income taxes recognized in anenterprise’s financial statements in accordance with SFAS 109,‘‘Accounting for Income Taxes.’’ FIN48 

7

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prescribes a recognition threshold andmeasurement attribute for the financial statement recognition andmeasurement of a tax position taken or expected to be taken in a taxreturn. It also provides guidance on derecognizing, classification,interest and penalties, accounting in interim periods, disclosure, andtransition. The requirements of FIN 48 are effective for our fiscalyear beginning July 1, 2007. We are in the process of evaluatingthis guidance and therefore have not yet determined the impact that FIN48 will have on our financial position or results of operations uponadoption.

In September 2006, the FASB issued SFAS No.157, Fair Value Measurements, which defines fair value, establishes aframework for measuring fair value in generally accepted accountingprinciples, and expands disclosures about fair value measurements. SFASNo. 157 does not require any new fair value measurements, but providesguidance on how to measure fair value by providing a fair valuehierarchy used to classify the source of the information. Thisstatement is effective for us beginning July  1, 2008. We arecurrently assessing the potential impact that the adoption of SFASNo.  157 will have on our financialstatements.

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Item 2.    Management’sDiscussion and Analysis of Financial Condition and Results ofOperations

General

Atlantic Express TransportationCorp. (‘‘we’’ or the‘‘Company’’) is the fourth largest providerof school bus transportation in the United States and the leadingprovider in New York City, the largest market in which we operate. Wehave contracts with approximately 120 school districts in New York,Missouri, Massachusetts, California, Pennsylvania, New Jersey, andIllinois. For fiscal 2007, we have contracts to provide paratransitservices in New York to physically and mentally challenged passengerswho are unable to use standard public transportation. We also provideother transportation services, including fixed route transit, expresscommuter line and charter and tour buses through our coach services. Asof September  30,  2006, we had a fleet of approximately5,700 vehicles operating from approximately 50 facilities.

School bus transportation services accounted for 82.9% and82.6% of our revenues from continuing operations for the threemonths ended September  30,  2006 and 2005, respectively.Our school bus transportation contracts have provided a relativelypredictable and stable stream of revenues over their terms, whichgenerally initially range from one to five years. Since 1979, we haveachieved substantial contract renewals, which we believe is due to(1) our reputation for passenger safety and providing efficient,on-time service, (2) our long-standing relationships with theschool districts we service, (3) the preference of schooldistricts to maintain continuity of service with their current provencontractor rather than risk the uncertainty associated with areplacement and (4) the disadvantage of prospective competitors,who generally would have to make substantially greater investments thanwe would in new equipment and who may experience difficulty obtainingsuitable parking and maintenance facilities in our primary markets,especially in the New York City greater metropolitan area.

Paratransit and transit services accounted for 17.1% and17.4% of our revenues from continuing operations for the threemonths ended September  30,  2006 and 2005, respectively.The terms of our paratransit and transit contracts are initially forfive years. These contracts are awarded by public transit systemsthrough a public bidding or request for proposal(‘‘RFP’’) process. We are generallyentitled to a specified charge per hour of vehicle service togetherwith other fixed charges.

Results ofOperations(1)

|                                   |  |  |                                 |   |       |      |  |  |  |  |       |    |  |  |  |   |       |   |  |  |  |  |       |    |
|-----------------------------------|--|--|---------------------------------|---|-------|------|--|--|--|--|-------|----|--|--|--|---|-------|---|--|--|--|--|-------|----|
|                              |  |  | ThreeMonths Ended September30,  |
|                              |  |  | 2006                            |   |       | 2005 |
|                              |  |  | (unaudited)                     |
|                              |  |  | (inmillions, exceptpercentages) |
| Revenues                          |  |  |                                 | $ | 69.8  |      |  |  |  |  | 100.0 | %  |  |  |  | $ | 67.3  |   |  |  |  |  | 100.0 | %  |
| Costofoperations                  |  |  |                                 |   | 69.0  |      |  |  |  |  | 98.8  | %  |  |  |  |   | 66.0  |   |  |  |  |  | 98.0  | %  |
| Generalandadministrative          |  |  |                                 |   | 3.9   |      |  |  |  |  | 5.6   | %  |  |  |  |   | 4.6   |   |  |  |  |  | 6.9   | %  |
| Depreciationandamortization       |  |  |                                 |   | 4.6   |      |  |  |  |  | 6.5   | %  |  |  |  |   | 6.1   |   |  |  |  |  | 9.0   | %  |
| Lossfromoperations                |  |  |                                 |   | (7.7  | )    |  |  |  |  | (11.0 | )% |  |  |  |   | (9.4  | ) |  |  |  |  | (13.9 | )% |
| Interestexpense                   |  |  |                                 |   | 6.2   |      |  |  |  |  | 8.9   | %  |  |  |  |   | 6.4   |   |  |  |  |  | 9.6   | %  |
| Lossbefore discontinuedoperations |  |  |                                 |   | (14.1 | )    |  |  |  |  | (20.2 | )% |  |  |  |   | (15.8 | ) |  |  |  |  | (23.5 | )% |
|                                   |

|  |
|--|
|  |  |
|  |

|     |                                            |
|-----|--------------------------------------------|
| (1) | Allfigures are from continuing operations. |

Results ofOperations – Three Months Ended September  30,  2006Compared to Three Months Ended September  30,2005

Revenues.    Revenues from school busoperations were $57.8 million for the three months endedSeptember  30,  2006 compared to $55.6 million forthe three months ended September  30,  2005, an increase of$2.2 million, or 4.0%. This increase was due to$1.6  million of price increases and $2.1  million ofservice requirement increases due primarily to two more revenue daysand approximately 140 new routes in New York City operations offset by$1.5  million in lost or sold contracts

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Revenues from paratransit and transitoperations were $12.0 million for the three months endedSeptember  30,  2006 compared to $11.7 million forthe three months ended September  30,  2005, an increase of$0.3  million or 2.2%. This increase was due to$0.3  million of price increases and increases in servicerequirements from existing contracts for the three months endedSeptember  30,  2006, compared to the three months endedSeptember  30,  2005.

Cost ofOperations.    Cost of operations of school bus operations were$58.4  million for the three months ended September30,  2006 compared to $55.8  million for the three monthsended September  30,  2005, an increase of$2.7 million or 4.8%. This increase was primarily due toan increase in vehicle lease expense of $1.6  million as theCompany continues to finance its vehicle requirements through the useof operating leases, an increase in rent expense of $0.4  millionand an increase in vehicle insurance expense of $0.4  million forthe three months ended September  30,  2006, compared tothe three months ended September  30,  2005. Salaries andwages were $29.8  million for the three months endedSeptember  30,  2006 compared to $30.1  million forthe three months ended September  30,  2005, a decrease of$0.3 million or 1.0%. As a percentage of revenues,salaries and wages decreased to 51.6% for the three months endedSeptember  30,  2006, from 54.2% for the threemonths ended September  30,  2005. As a percentage ofrevenues, cost of operations increased to 101.1% for the threemonths ended September  30,  2006, from 100.4% forthe three months ended September  30,  2005.

Cost ofoperations of paratransit and transit operations were$10.5 million for the three months ended September30,  2006 compared to $10.2  million for the three monthsended September  30,  2005, an increase of$0.3 million or 3.4%. This increase was primarily due toan increase in salaries and wages and employee fringe benefits. As apercentage of revenues, salaries and wages increased to 50.1%for the three months ended September  30,  2006, from49.9% for the three months ended September  30,2005.

General and administrative expenses.    Generaland administrative expenses from school bus operations were $3.3million for the three months ended September  30,  2006compared to $4.1  million for the three months endedSeptember  30,  2005, a decrease of $0.8  million or19.0%. This decrease was primarily due to a decreases inadministrative payroll including a $0.5  million contract renewalbonus paid to certain executives in connection with the extensionagreement with the New York City Department of Education (the‘‘DOE’’) for the three months endedSeptember  30,  2005. As a percentage of school busoperations revenues, general and administrative expenses decreased to5.7% for the three months ended September  30,2006, from 7.4% for the three months ended and September30,  2005.

General and administrative expenses fromparatransit and transit operations were $0.6  million for thethree months ended September  30,  2006 compared to$0.5  million for the three months ended September30,  2005, an increase of $0.1  million or 12.7%.This increase was primarily due to an increase in administrativepayroll and fringe benefits. As a percentage of paratransit and transitoperations revenues, general and administrative expenses increased to5.1% for the three months ended September  30,2006, from 4.6% for the three months ended September30,  2005.

Depreciation andamortization.    Depreciation and amortization expense fromschool bus operations was $4.2 million for the three monthsended September  30,  2006 compared to $5.7 millionfor the three months ended September  30,  2005, a decreaseof $1.5 million, or 26.5%. This decrease was primarilydue to $0.4  million of impairment to fixed assets for the threemonths ended September  30,  2005 and the Company having$1.1  million of lower depreciation expense due to followingitems; a $0.3  million decrease in depreciation due to the saleof assets in prior periods, $0.5  million decrease due to assetsimpaired in prior periods and $0.3  million decrease as some ofthe assets are now fully depreciated. The Company also had less fixedassets in the current period as a result of the Company continuing tofinance its vehicle requirements through the use of operatingleases.

Depreciation and amortization expense from paratransitand transit operations was $0.3 million for the three monthsended September  30,  2006 and for the three months endedSeptember  30,  2005, respectively.

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Operating income (loss) fromoperations.    Operating loss from school bus operations was$8.2 million for the three months ended September30,  2006 compared to $10.0  million loss for the threemonths ended September  30,  2005, a decrease in loss of$1.9 million, or 18.5%, due to the net effect of theitems discussed above.

Operating income from paratransit andtransit operations was $0.5 million for the three months endedSeptember  30,  2006 compared to $0.7 million forthe three months ended September  30,  2005, a decrease of$0.2  million, or 24.9%, due to the net effect of theitems discussed above.

Interest expense.    Interestexpense from continuing operations was $6.2  million for thethree months ended September  30,  2006 compared to$6.4 million for the three months ended September30,  2005, a decrease of $0.2 million, or 3.8%. Thedecrease was primarily due to $0.1  million decrease in interestexpense on purchase money debt and capital lease obligation debt.

Loss before discontinued operations.    Due to the neteffect of the items discussed above we experienced a loss beforediscontinued operations of $14.1 million for the three monthsended September  30,  2006, compared to a loss of$15.8  million for the three months ended September30,  2005, a decrease in loss of$1.7 million.

Gain (loss) from discontinuedoperations.    We experienced a gain from discontinuedoperations of $5.6  million, net from the sale of fixed assetsfor the three months ended September  30,  2006 (see Note 2of Notes to Consolidated Financial Statements included elsewhere inthis Form 10-Q) compared to a minimal loss from discontinued operationsfor the three months ended September  30,  2005.

Liquidity and Capital Resources

The statements regarding theCompany’s anticipated capital expenditures and servicerequirements are ‘‘forward looking’’statements which involve unknown risks and uncertainties, such as theCompany’s ability to meet or exceed its growth plans and/oravailable financing, which may cause actual capital expenditures todiffer materially from currently anticipated amounts.

The Companyoperated a fleet of approximately 5,700 vehicles as of September30,  2006 and consumes substantial quantities of fuel for itsoperations. Based on the Company’s current operations, anincrease in fuel costs of 10 cents per gallon will increase its cost offuel purchased by approximately $1.0  million on an annualbasis.

The Company anticipates approximately $5.0  millionof non-vehicle capital expenditures for the fiscal year endingJune  30,  2007, of which $1.6  million were made forthe three months ended September  30,  2006. The Companyplans to meet its vehicle requirements by leasing as it did for thefiscal year ended June  30,  2006. Vehicle lease expenseincreased $1.6  million for the three months endedSeptember  30,  2006 from the three months endedSeptember  30,  2005. The Company anticipates its vehiclelease expense will increase approximately $6.7  million for thefiscal year ending June  30,  2007.

On July27,  2006, T-NT, a subsidiary of the Company, completed the saleof substantially all of its assets for a gross purchase price of$12.6  million. In addition, Domenic Gatto, the Company’sChief Executive Officer and President, received $100,000 asconsideration for entering into a five-year non-competition agreement.The Company recognized a gain on the sale of these assets ofapproximately $5.9  million in the first quarter of fiscal year2007 which was included in gain from discontinued operations.

OnSeptember  21,  2006 the holder of the $4.9  millionsenior unsecured note approved an extension of the maturity date fromApril  23,  2007 to February  22,2008.

On September 30, 2006, the Company did not satisfythe maintenance of net leverage test under the Indenture governing itsoutstanding Notes. As a result, the Company is required to payadditional interest at a rate of 2% per annum in the form ofpayment in kind ‘‘PIK’’ notes. All PIKnotes have identical terms to Notes on which they are payable. TheCompany is also required to pay the 2% per annum of PIK interestto the holders of its outstanding Third Priority Secured Note as aresult of not 

11

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satisfying a comparable maintenance of netleverage test applicable to those notes. The Company will issue the PIKnotes on each remaining semi-annual interest payment date ofApril  15 and October  15, beginning April15,  2007. Because the obligation to pay additional interest inthe form of PIK notes began effective as of September  30,2006, the initial issuance of PIK notes will cover additional interestfrom that date for a period which will exceed six months. Subsequentissuances of PIK notes on semi-annual interest payment dates will coveradditional interest for the corresponding six month period.

OnOctober  12,  2006, the Company amended its senior creditfacility to increase its maximum borrowing activity under the revolvingcredit facility by $10.0  million from $20.0  million to$30.0. In addition, the senior credit facility was further amended byextending the termination date from April  22,  2007 toFebruary  29,  2008.

The Company, in addition tonormal working capital requirements, has significant interestobligations and capital expenditure requirements to finance itsoperations. The Company also uses substantial amounts of fuel in itsoperations. Significant increases in the cost of fuel will have amaterial effect on its operations. The Company believes that theborrowings under its increased senior credit facility and the proceedsfrom the sale of T-NT, together with its existing cash and cash flowfrom operations and the continuing effect of its extension agreementwith the DOE will be sufficient to fund the Company’santicipated liquidity requirements for the next fiscal year.

Asof September  30,  2006, total current assets were$90.1  million and total current liabilities were $72.6million. At September  30,  2006, the Company’s debtunder its $20.0  million senior credit facility was $20.0million, including the $3.5  million supplemental loan, and ithad no borrowing availability, based on the Company’s borrowingbase calculations. The Company’s letter of credit line was fullyutilized. On October  31,  2006, the Company’s debtunder its senior credit facility was $23.5  million (includingthe $3.5  million supplemental loan), and it had $3.2million in borrowing availability, based upon the Company’sborrowing base calculations. On October  31,  2006, theCompany had $115.0  million aggregate principal amountoutstanding of the Notes and $15.0  million outstanding of theThird Priority Senior Secured Note.

Net cash used in operatingactivities.    Net cash used in operating activities was$13.1  million for the three months ended September30,  2006, resulting primarily from $16.9  million used inoperating activities and cash used due to changes in the components ofworking capital of $1.9  million (primarily an increase inaccounts receivable of $4.9  million, partially offset by anincrease in controlled disbursement account of $2.9  million),partially offset by non cash items of $5.7 ($5.5  million ofdepreciation and amortization and $0.2  million of amortizationof original issue discount.)

Net cash used in operatingactivities was $7.9  million for the three months endedSeptember  30,  2005, resulting primarily from $17.0million used in operating activities partially offset by cash provideddue to changes in the components of working capital of $1.8million (primarily a decrease in prepaid expenses and other currentassets of $1.3  million, and an increase of $4.6  millionof accounts payable, accrued expenses, accrued compensation and othercurrent liabilities, partially offset by an increase in controlleddisbursement account of $2.0  million and an increase ininsurance financing payable of $1.8  million), and by non-cashitems of $6.6  million of depreciation and amortization,$0.4  million of fixed asset impairment and $0.2  millionof amortization of original issue discount.

Net cash providedby investing activities.    For the three months endedSeptember  30,  2006, the net cash provided by investingactivities was $11.5  million resulting primarily from$11.8  million of proceeds from the sale of business, $0.4million of proceeds from the sale of fixed assets and $2.1million of proceeds from sales or redemptions of marketable securities,partially offset by the $1.4  million of capital expenditures,which were financed from operating cash flows, $0.9  milliondecrease in restricted cash and $0.5  million in purchases ofmarketable securities.

For the three months endedSeptember  30,  2005, the net cash provided by investingactivities was $2.4  million resulting primarily from the$5.8  million of proceeds from the sale and leaseback of ourCalifornia facility, partially offset by the purchase of $1.4million of transportation contract rights and $1.9  million ofcapital expenditures, which were financed from operating cashflows.

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Net cash provided by financingactivities.    Net cash provided by financing activitiestotaled $1.9  million for the three months ended September30,  2006 due primarily to $2.2  million net borrowingsunder the senior credit facility offset by $0.3  million inpayments on borrowings under capital leases and purchase moneymortgages.

Net cash used in financing activities totaled$0.1  million for the three months ended September30,  2005 due primarily to $0.3  million in payments onborrowings under capital leases and purchase money mortgages and$0.2  million in deferred financing costs, partially offset by$0.5  million net borrowings under the senior creditfacility.

Commitments and Contingencies

Reference is madeto Note 16 ‘‘Commitments andContingencies’’ of Notes to Consolidated FinancialStatements in the Company’s Annual Report on Form 10-K for thefiscal year ended June  30,  2006 for a description of theCompany’s material commitments.

Critical AccountingPolicies

In presenting our consolidated financial statements inconformity with U.S. generally accepted accounting principles, we arerequired to make estimates and judgments that affect the amountsreported therein. Some of the estimates and assumptions we are requiredto make relate to matters that are inherently uncertain as they pertainto future events. We base these estimates on historical experience andon various other assumptions that we believe to be reasonable andappropriate. Actual results may differ significantly from theseestimates. A discussion of our critical accounting policies and therelated judgments and estimates affecting the preparation of ourconsolidated financial statements is included in the Company’sAnnual Report on Form 10-K for the fiscal year ended June30,  2006. There have been no material changes to our criticalaccounting policies as of September  30 , 2006.

DisclosureRegarding Forward-Looking Statements

This report containsforward-looking statements. These statements relate to future events orour future financial performance, and involve known and unknown risks,uncertainties and other factors that may cause our actual results,levels of activity, performance or achievements to be materiallydifferent from any future results, levels of activity, performance orachievements expressed or implied by these forward-looking statements.In some cases, you can identify forward-looking statements byterminology such as ‘‘may,’’‘‘will,’’‘‘should,’’‘‘expects,’’‘‘intends,’’‘‘plans,’’‘‘anticipates,’’‘‘believes,’’‘‘estimates,’’‘‘predicts,’’‘‘potential,’’‘‘continue’’ or the negative of these termsor other comparable terminology. These statements are only predictions.Actual events or results may differ materially.

Although webelieve that the expectations reflected in the forward-lookingstatements are reasonable, we cannot guarantee future results, levelsof activity, performance or achievements. These forward-lookingstatements are made as of the date of this report and, except asrequired under the federal securities laws and the rules andregulations of the SEC, we assume no obligation to update or revisethem or to provide reasons why actual results may differ.

Item3.    Quantitative and Qualitative Disclosures About MarketRisk

In the normal course of operations, we are exposed tomarket risks arising from adverse changes in interest rates. Marketrisk is defined for these purposes as the potential change in the fairvalue of financial assets or liabilities resulting from an adversemovement in interest rates.

We operated a fleet of approximately5,700 vehicles as of September  30,  2006 and consumesubstantial quantities of fuel for our operations. Based on our currentoperations, an increase in fuel costs of ten cents per gallon willincrease our cost of fuel purchased by approximately$1.0 million on an annual basis. From time to time in the past,we have entered into hedging contracts to protect ourselves fromfluctuations in the cost of fuel, and we may seek to do the same in thefuture. We 

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currently do not have any fuel hedgingagreements in place, but we continually evaluate entering into suchagreements if we believe increases in fuel costs are likely. Noassurance can be given that we will be able to adequately protectourselves from fluctuating fuel costs even if we enter into hedgingcontracts.

As of September  30,  2006, our onlymaterial variable rate borrowings are the Senior Secured Floating RateNotes (LIBOR plus 9.2% interest) and $16.5 million of the$20.0 million of borrowings under our $20.0 millionsenior credit facility (prime plus 1% interest). As ofSeptember  30,  2006, we had approximately$20.0 million (of which $3.5 million has a fixed interestrate of 12%) of borrowings outstanding under our senior creditfacility and a $3.5  million advance under the letter of creditfacility. A 100 basis point increase in interest rates, applied to ourvariable rate borrowings as of September  30,  2006, wouldresult in an annual increase in interest expense and a correspondingreduction in cash flow of approximately $0.3 million.

Item 4.    Controls and Procedures

The Companymaintains disclosure controls and procedures (as defined in Rule15d-15(e) under the Securities Exchange Act of 1934, as amended (the‘‘Exchange Act’’)), that are designed toensure that information required to be disclosed by the Company inreports it files or submits under the Exchange Act is recorded,processed, summarized and reported within the time periods specified inthe SEC’s rules and forms, and that such information isaccumulated and communicated to the Company’s management,including its Chief Executive Officer and Chief Financial Officer, asappropriate to allow timely decisions regarding requireddisclosure.

As of the end of the period covered by this Form10-Q, the Company again carried out an evaluation, under thesupervision and with the participation of the Company’smanagement, including its Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of the design and operation of theCompany’s disclosure controls and procedures. Based on theforegoing, the Company’s Chief Executive Officer and ChiefFinancial Officer concluded that the Company’s disclosurecontrols and procedures were still ineffective as of the end of theperiod covered by this Form 10-Q. The Company continues to review itsdisclosure controls and procedures in order to improve theireffectiveness. Although the process is ongoing, the Company hasidentified a need to modify its financial period closing from asequential to a more simultaneous process, to reduce the time necessaryto properly complete its financial statement preparation and review. Asthe review process continues, the Company may identify other areas forimprovement. The Company has implemented improvements, but cannot yetdetermine when all improvements will be completed or have the intendedeffect.

There were no changes in our internal controls overfinancial reporting, identified in connection with the evaluation ofsuch internal control that occurred during our last fiscal quarter,that have materially affected, or are reasonably likely to materiallyaffect, our internal controls over financialreporting.

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PART II.

OTHERINFORMATION

Item 1.     LegalProceedings

None.

Item 1A.    RiskFactors

Our operations and financial results aresubject to various risks and uncertainties that could adversely affectour business, financial condition, results of operations, and tradingprice of the Notes. Please refer to the Company’s Annual Reporton Form 10-K for fiscal year 2006 for additional information concerningthese risk factors and other uncertainties that could negatively impactthe Company. There have been no material changes to those risk factorsas previously disclosed.

Item 2.    Unregistered Sales ofEquity Securities and Use of Proceeds

None.

Item3.    Defaults upon Senior Securities

None.

Item 4.    Submission of Matters to a Vote of SecurityHolders

None.

Item 5.    OtherInformation

None.

Item 6.    Exhibits

The following documents are filed as Exhibits tothisreport:

|            |   |    |             |  |  |                                                                      |
|------------|---|----|-------------|--|--|----------------------------------------------------------------------|
| ExhibitNo. |   |    | Description |
|            | 3 | .1 |             |  |  | Rule13a-14(a)/15d-14(a) Certification of Principal ExecutiveOfficer  |
|            | 3 | .2 |             |  |  | Rule 13a-14(a)/15d-14(a)Certification of Principal Financial Officer |
|            | 3 | .3 |             |  |  | Section 1350 Certification of Principal ExecutiveOfficer             |
|            | 3 | .4 |             |  |  | Section 1350 Certification ofPrincipal FinancialOfficer              |
|            |

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SIGNATURE

Pursuant to the requirements of the SecuritiesExchange Act of 1934, as amended, Atlantic Express Transportation Corp.has caused this report to be signed on its behalf by the undersigned,thereunto dulyauthorized.

|                          |  |  |                                                                                                                                                                                                                      |
|--------------------------|--|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |  |  | ATLANTICEXPRESS TRANSPORTATIONCORP.                                                                                                                                                                                  |
|                     |  |  |                                                                                                                                                                                                                 |
| Date:November 14, 2006   |  |  | By: /s/ DomenicGatto                                 |
|                     |  |  | DomenicGattoChief Executive Officer(Principal ExecutiveOfficer)                                                                                                                                                      |
|                     |  |  |                                                                                                                                                                                                                 |
| Date:November  14,  2006 |  |  | By: /s/ NathanSchlenker                                                  |
|                     |  |  | NathanSchlenkerChief Financial Officer(Principal Financial andPrincipal AccountingOfficer)                                                                                                                           |
|                          |

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EXHIBITINDEX

|            |  |  |                                                                      |
|------------|--|--|----------------------------------------------------------------------|
| ExhibitNo. |  |  | Description                                                          |
| 3.1        |  |  | Rule13a-14(a)/15d-14(a) Certification of Principal ExecutiveOfficer  |
| 3.2        |  |  | Rule 13a-14(a)/15d-14(a)Certification of Principal Financial Officer |
| 3.3        |  |  | Section 1350 Certification of Principal ExecutiveOfficer             |
| 3.4        |  |  | Section 1350 Certification ofPrincipal FinancialOfficer              |
|            |

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