FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

              |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
                 For the quarterly period ended January 31, 2006

              |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
               For the transition period from ________ to ________

                          Commission File No. 002-96666

                   Canal Capital Corporation and Subsidiaries
             (Exact name of registrant as specified in its charter)

            Delaware                                        51-0102492
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

    490 Wheeler Road, Hauppauge, NY                           11788
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code (631) 234-0140

717 Fifth Avenue, New York, NY
Former name, former address and former fiscal year, if changed since last
report.

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 the number of shares  outstanding  for each of the issuer's  classes of
common stock, as of the latest practical date:

     Title of each class                 Shares outstanding at February 28, 2006
Common stock, $0.01 par value                           4,326,929

(This document contains 43 pages)

<PAGE>

                   CANAL CAPITAL CORPORATION AND SUBSIDIARIES
                           FORM 10-Q JANUARY 31, 2006

                                      INDEX

The following documents are filed as part of this report:

Accountants' Review Report ................................................    3

Part I - Financial Information ............................................    4

Item I.  Condensed Financial Statements:

     Consolidated Balance Sheets - January 31, 2006
       and October 31, 2005 ...............................................    5

     Consolidated Statements of Income and Comprehensive Income for
       the Three Month Periods ended January 31, 2006 and 2005.............    7

     Consolidated Statements of Changes in Stockholders' Equity for
       the One Year and Three Month Periods ended October 31, 2005
       and January 31, 2006 ...............................................    9

     Consolidated Statements of Cash Flows for the Three Month
       Periods ended January 31, 2006 and 2005 ............................   10

     Notes to Consolidated Financial Statements ...........................   12

Item II.  Management's Discussion and Analysis of
          Financial Condition .............................................   26

     Liquidity and Capital Resources ......................................   33

     Other Factors ........................................................   34

Item III.  Quantitative and Qualitative Disclosures
           About Market Risk ..............................................   35

Item IV.   Controls and Procedures ........................................   35

Part II - Other Information ...............................................   36

     Items 1 through 6 ....................................................   37

     Signatures and Certifications ........................................   38


                                       2
<PAGE>

                           ACCOUNTANTS' REVIEW REPORT

To the Stockholders of Canal Capital Corporation:

We have reviewed the consolidated balance sheet of Canal Capital Corporation and
subsidiaries  as of January 31, 2006,  the related  consolidated  statements  of
income and  comprehensive  income,  the  consolidated  statements  of changes in
stockholders' equity and cash flows for the three month period ended January 31,
2006. These  consolidated  financial  statements are the  responsibility  of the
company's management.

We conducted  our review in  accordance  with  standards  of the Public  Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion regarding the consolidated  financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  consolidated  financial  statements for them to be in conformity
with generally accepted accounting principles.

The  financial  statements  have been  prepared  assuming  that the Company will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has suffered  recurring  losses from  operations and is obligated to
continue making substantial annual  contributions to its defined benefit pension
plan. All of these matters raise  substantial  doubt about the Company's ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 1. The  accompanying  financial  statements  do not
include any adjustments  relating to the  recoverability  and  classification of
recorded asset amounts or the amounts and  classification  of  liabilities  that
might be necessary should the Company be unable to continue as a going concern.

New York, N.Y.                               /S/ Todman & Co., CPA's,P.C.
March 08, 2006                               ----------------------------
                                             TODMAN & CO., CPA's,P.C.
                                             Certified Public Accountants (N.Y.)


                                       3
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION


                                       4
<PAGE>

                    CANAL CAPITAL CORPORATION & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      JANUARY 31, 2006 AND OCTOBER 31, 2005

                                                      JANUARY 31,   OCTOBER 31,
                                                         2006          2005
                                                      (UNAUDITED)    (AUDITED)
                                                      -----------   -----------

ASSETS:

CURRENT ASSETS:

     CASH AND CASH EQUIVALENTS                        $   257,172   $    79,190

     NOTES AND ACCOUNTS RECEIVABLE, NET OF AN
       ALLOWANCE FOR DOUBTFUL ACCOUNTS OF $ZERO AT
       BOTH JANUARY 31, 2006 AND OCTOBER 31, 2005,         47,849       171,904

     ART INVENTORY, NET OF A VALUATION ALLOWANCE
       OF $767,800 AT BOTH JANUARY 31, 2006 AND
       AND OCTOBER 31, 2005                               352,400       352,400

     STOCKYARDS INVENTORY                                   9,368        11,655

     PREPAID EXPENSES                                      99,441        32,898
                                                      -----------   -----------

         TOTAL CURRENT ASSETS                             766,230       648,047
                                                      -----------   -----------

NON-CURRENT ASSETS:

     PROPERTY ON OPERATING LEASES, NET OF
           ACCUMULATED DEPRECIATION OF $363,648
           AND $359,948 AT JANUARY 31, 2006 AND
           OCTOBER 31, 2005, RESPECTIVELY               1,834,489     1,840,038
                                                      -----------   -----------

     PROPERTY USED IN STOCKYARD OPERATIONS, NET OF
           ACCUMULATED DEPRECIATION OF $174,672 AND
           $169,455 AT JANUARY 31, 2006 AND OCTOBER
           31, 2005, RESPECTIVELY                       1,116,041     1,121,258
                                                      -----------   -----------

     LONG-TERM MORTGAGE NOTE RECEIVABLE                 1,750,000     1,750,000
                                                      -----------   -----------

OTHER ASSETS:

     PROPERTY HELD FOR DEVELOPMENT OR RESALE              155,416       299,635

     RESTRICTED CASH - TRANSIT INSURANCE                   75,552        41,328

     INVESTMENT IN JOINT VENTURE AND OTHER ASSETS         113,720       113,720
                                                      -----------   -----------

                                                          344,688       454,683
                                                      -----------   -----------

                                                      $ 5,811,448   $ 5,814,026
                                                      ===========   ===========


                                       5
<PAGE>

                    CANAL CAPITAL CORPORATION & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      JANUARY 31, 2006 AND OCTOBER 31, 2005

<TABLE>
<CAPTION>
                                                       JANUARY 31,     OCTOBER 31,
                                                          2006            2005
                                                       (UNAUDITED)      (AUDITED)
                                                      ------------    ------------
<S>                                                   <C>             <C>
LIABILITIES & STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:

       ACCOUNTS PAYABLE AND ACCRUED EXPENSES          $    204,039    $    383,555
       PENSION PLAN PAYABLE                                212,040         149,040
       PAYABLE TO EXECUTIVE OFFICERS                        83,867          70,259
       ACCRUED PROFESSIONAL FEES                           143,820         140,000
       INCOME TAXES PAYABLE                                 10,000          10,000
                                                      ------------    ------------

         TOTAL CURRENT LIABILITIES                         653,766         752,854
                                                      ------------    ------------

NON-CURRENT LIABILITIES:

       LONG-TERM PENSION LIABILITY                         429,691         429,691
       REAL ESTATE TAXES PAYABLE                           105,259         132,000
                                                      ------------    ------------

         TOTAL NON-CURRENT LIABILITIES                     534,950         561,691
                                                      ------------    ------------

LONG-TERM DEBT, RELATED PARTY                            2,687,000       2,687,000
                                                      ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

  PREFERRED STOCK, $0.01 PAR VALUE:
       10,000,000 SHARES AUTHORIZED; 7,050,836 AND
       7,050,836 SHARES ISSUED AND OUTSTANDING AT
       JANUARY 31, 2006 AND OCTOBER 31, 2005,
       RESPECTIVELY AND AGGREGATE LIQUIDATION
       PREFERENCE OF $10 PER SHARE FOR $ 70,508,360
       AND $70,508,360 AT JANUARY 31, 2006 AND
       OCTOBER 31, 2005, RESPECTIVELY                       70,508          70,508

  COMMON STOCK, $0.01 PAR VALUE:
       10,000,000 SHARES AUTHORIZED; 5,313,794
       SHARES ISSUED AND 4,326,929 SHARES OUT-
       STANDING AT JANUARY 31, 2006 AND OCTOBER 31,
       2005, RESPECTIVELY                                   53,138          53,138

  ADDITIONAL PAID-IN CAPITAL                            28,152,647      28,137,647

  ACCUMULATED DEFICIT                                  (13,288,329)    (13,396,580)

  986,865 SHARES OF COMMON STOCK
       HELD IN TREASURY, AT COST                       (11,003,545)    (11,003,545)

  COMPREHENSIVE INCOME:
    PENSION VALUATION RESERVE                           (2,048,687)     (2,048,687)
                                                      ------------    ------------

                                                         1,935,732       1,812,481
                                                      ------------    ------------

                                                      $  5,811,448    $  5,814,026
                                                      ============    ============
</TABLE>


                                       6
<PAGE>

                    CANAL CAPITAL CORPORATION & SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF INCOME & COMPREHENSIVE INCOME
              FOR THE THREE MONTHS ENDED JANUARY 31, 2006 AND 2005

                                                          2006          2005
                                                       (UNAUDITED)   (UNAUDITED)
                                                       -----------   -----------

STOCKYARD OPERATIONS:

STOCKYARD REVENUES:
    YARD HANDLING AND AUCTION                          $   962,612   $   892,974
    FEED AND BEDDING INCOME                                 43,573        47,756
    RENTAL & OTHER INCOME                                   40,263        31,348
                                                       -----------   -----------

                                                         1,046,448       972,078
                                                       -----------   -----------

STOCKYARD EXPENSES:
    LABOR AND RELATED COSTS                                378,239       376,247
    OTHER OPERATING AND MAINTENANCE                        216,400       182,504
    FEED AND BEDDING EXPENSE                                37,744        37,065
    DEPRECIATION AND AMORTIZATION                            5,217         5,237
    TAXES OTHER THAN INCOME TAXES                           45,478        42,670
    GENERAL AND ADMINISTRATIVE                             100,587        93,491
                                                       -----------   -----------

                                                           783,665       737,214
                                                       -----------   -----------

INCOME FROM STOCKYARD OPERATIONS                           262,783       234,864
                                                       -----------   -----------

REAL ESTATE OPERATIONS:

 REAL ESTATE REVENUES:
    SALE OF REAL ESTATE                                    325,000     1,750,000
    OUTSIDE REAL ESTATE RENT                               129,392       132,317
    EXCHANGE BUILDING RENTAL INCOME                          8,325         7,671
    OTHER INCOME                                                 0             0
                                                       -----------   -----------

                                                           462,717     1,889,988
                                                       -----------   -----------

 REAL ESTATE EXPENSES:
    COST OF REAL ESTATE SOLD                               228,908       900,255
    LABOR, OPERATING AND MAINTENANCE                        20,500        18,836
    DEPRECIATION AND AMORTIZATION                            5,550         5,550
    TAXES OTHER THAN INCOME TAXES                            9,000        18,000
    GENERAL AND ADMINISTRATIVE                               7,100         6,500
                                                       -----------   -----------

                                                           271,058       949,141
                                                       -----------   -----------

INCOME FROM REAL ESTATE OPERATIONS                         191,659       940,847
                                                       -----------   -----------


                                       7
<PAGE>

                    CANAL CAPITAL CORPORATION & SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF INCOME & COMPREHENSIVE INCOME
               FOR THE THREE MONTHS ENDED JANUAY 31, 2006 AND 2005
                                  Continued ...

                                                        2006           2005
                                                     (UNAUDITED)    (UNAUDITED)
                                                     -----------    -----------

GENERAL AND ADMINISTRATIVE EXPENSE                      (277,973)      (207,105)
                                                     -----------    -----------

INCOME FROM OPERATIONS                                   176,469        968,606
                                                     -----------    -----------

OTHER (EXPENSE) INCOME:

  INTEREST & OTHER INCOME                                 18,000         18,000
  INTEREST EXPENSE                                       (67,174)       (71,056)
  ART SALES AND OPERATIONS                                (4,044)        21,988
  REALIZED GAIN ON INVESTMENTS                                 0              0
  OTHER EXPENSE                                                0              0
                                                     -----------    -----------

                                                         (53,218)       (31,068)
                                                     -----------    -----------

INCOME BEFORE PROVISION FOR
  INCOME TAXES                                           123,251        937,538

PROVISION FOR INCOME TAXES                                     0              0
                                                     -----------    -----------

NET INCOME                                               123,251        937,538

OTHER COMPREHENSIVE INCOME:

  MINIMUM PENSION LIABILITY ADJUSTMENT                         0              0
                                                     -----------    -----------

COMPREHENSIVE INCOME                                 $   123,251    $   937,538
                                                     ===========    ===========

INCOME PER COMMON SHARE - BASIC
  AND DILUTED                                        $      0.03    $      0.21
                                                     ===========    ===========

AVERAGE SHARES OUTSTANDING - BASIC
  AND DILUTED                                          4,327,000      4,327,000
                                                     ===========    ===========


                                       8
<PAGE>

                   CANAL CAPITAL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                FOR THE YEAR ENDED OCTOBER 31, 2005 (AUDITED) AND
             FOR THE THREE MONTHS ENDED JANUARY 31, 2006 (UNAUDITED)

                                     COMMON STOCK            PREFERRED STOCK
                                 NUMBER                    NUMBER
                                   OF                        OF
                                 SHARES       AMOUNT       SHARES       AMOUNT

BALANCE, OCTOBER 31, 2004       5,313,794   $   53,138    6,198,367   $   61,984
 NET INCOME                             0            0            0            0
 PREFERRED STOCK DIVIDEND               0            0      852,469        8,524
 MINIMUM PEN. LIAB. ADJ                 0            0            0            0
                               -----------------------   -----------------------

BALANCE, OCTOBER 31, 2005       5,313,794   $   53,138    7,050,836   $   70,508
 NET INCOME                             0            0            0            0
 PREFERRED STOCK DIVIDEND               0            0            0            0
 MINIMUM PEN. LIAB. ADJ                 0            0            0            0
                               -----------------------   -----------------------

BALANCE, JANUARY  31, 2006      5,313,794   $   53,138    7,050,836   $   70,508
                               =======================   =======================

<TABLE>
<CAPTION>
                             ADDITIONAL                                      TREASURY
                              PAID-IN       ACCUMULATED   COMPREHENSIVE        STOCK,
                              CAPITAL         DEFICIT     (LOSS)INCOME        AT COST
<S>                         <C>            <C>             <C>             <C>
BALANCE, OCTOBER 31, 2004   $ 28,060,908   ($14,031,634)   ($ 2,250,089)   ($11,003,545)
 NET INCOME                            0        716,166               0               0
 PREFERRED STOCK DIVIDEND         76,739        (81,112)              0               0
 MINIMUM PEN. LIAB. ADJ                0              0         201,402               0
                            ------------   ------------    ------------    ------------

BALANCE, OCTOBER 31, 2005   $ 28,137,647   ($13,396,580)   ($ 2,048,687)   ($11,003,545)
 NET INCOME                            0        123,251               0               0
 PREFERRED STOCK DIVIDEND         15,000        (15,000)              0               0
 MINIMUM PEN. LIAB. ADJ                0              0               0               0
                            ------------   ------------    ------------    ------------
BALANCE, JANUARY 31, 2006   $ 28,152,647   ($13,288,329)   ($ 2,048,687)   ($11,003,545)
                            ============   ============    ============    ============
</TABLE>


                                       9
<PAGE>

                  CANAL CAPITAL CORPORATION & SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED JANUARY 31, 2006 AND 2005

                                                             JANUARY 31,
                                                     --------------------------
                                                         2006           2005
                                                         ----           ----

CASH FLOWS FROM OPERATING ACTIVITIES:
  NET INCOME                                         $   123,251    $   937,538
                                                     -----------    -----------

  ADJUSTMENTS TO RECONCILE NET INCOME
   (LOSS) TO NET CASH (USED) BY
   OPERATING ACTIVITIES:

   DEPRECIATION AND AMORTIZATION                          10,767         12,287

   GAIN  ON SALES OF REAL ESTATE                         (96,092)      (849,745)

   GAIN ON ART SALES (NET OF RESERVE)                          0        (21,988)

   PREFERRED STOCK ISSUED IN LIEU OF
     OFFICER COMPENSATION                                      0              0

DECREASE (INCREASE) IN ASSETS:

   NOTES AND ACCOUNTS RECEIVABLE                         124,055         25,956

   STOCKYARDS INVENTORY                                    2,287        (22,281)

   PREPAID EXPENSES                                      (66,543)       (51,444)

   RESTRICTED CASH - TRANSIT INSURANCE                   (34,224)        (3,149)

   DEFERRED LEASING AND FINANCING COSTS                        0         12,075

   DEPOSITS AND OTHER                                          0          6,500

INCREASE (DECREASE) IN LIABILITIES:

   ACCOUNTS PAYABLE AND ACCRUED EXPENSES                (179,516)        41,831

   PENSION PLAN PAYABLE                                   63,000              0

   SALARIES PAYABLE - OFFICERS                            13,608       (128,008)

   ACCRUED PROFESSIONAL FEES                               3,820        (12,573)

   INCOME TAXES PAYABLE                                        0         (8,123)

   REAL ESTATE TAXES PAYABLE                             (26,741)       (22,518)
                                                     -----------    -----------

        TOTAL ADJUSTMENTS                               (185,579)    (1,021,180)
                                                     -----------    -----------

NET CASH USED BY OPERATING ACTIVITIES                    (62,328)       (83,642)
                                                     -----------    -----------

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       10
<PAGE>

                  CANAL CAPITAL CORPORATION & SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED JANUARY 31, 2006 AND 2005
                                  Continued ...

                                                              JANUARY 31,
                                                     --------------------------
                                                         2006           2005
                                                         ----           ----

CASH FLOWS FROM INVESTING ACTIVITIES:

  PROCEEDS FROM SALES OF REAL ESTATE                     325,000              0

  PROCEEDS FROM SALES OF ART                                   0         64,100

  COSTS RELATING TO SALES OF REAL ESTATE                 (84,690)       (52,008)

  COSTS RELATING TO SALES OF ART                               0         (4,812)

  CAPITAL EXPENDITURES                                         0              0
                                                     -----------    -----------

  NET CASH PROVIDED BY INVESTING
  ACTIVITIES                                             240,310          7,280
                                                     -----------    -----------

NET (DECREASE ) INCREASE IN CASH AND CASH
  EQUIVALENTS                                            177,982        (76,362)

CASH AND CASH EQUIVALENTS AT BEGN OF YEAR                 79,190         86,158
                                                     -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF YEAR             $   257,172    $     9,796
                                                     ===========    ===========

                                                             JANUARY 31,
                                                     -----------    -----------
                                                         2006           2005
                                                         ----           ----

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:

CASH PAID DURING THE YEAR FOR:

  INTEREST                                           $    67,174    $    71,056
                                                     ===========    ===========

  INCOME TAXES                                       $         0    $     8,123
                                                     ===========    ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES:

  MORTGAGE NOTE RECEIVED FOR SALE OF
    REAL ESTATE                                      $         0    $ 1,750,000
                                                     ===========    ===========

  PREFERRED STOCK DIVIDENDS                          $    15,000    $    15,000
                                                     ===========    ===========

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       11
<PAGE>

                   CANAL CAPITAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE MONTHS ENDED JANUARY 31, 2006

1.    DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

      Canal Capital Corporation ("Canal"), incorporated in the state of Delaware
in 1964, commenced business operations through a predecessor in 1936.

      General - While the Company is  currently  operating  as a going  concern,
certain  significant factors raise substantial doubt about the Company's ability
to continue as a going concern.  The Company has suffered  recurring losses from
operations and is obligated to continue making substantial annual  contributions
to its defined benefit pension plan. The financial statements do not include any
adjustments  that  might  result  from the  resolution  of these  uncertainties.
Additionally,   the  accompanying   financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

      Canal continues to closely monitor and reduce where possible its operating
expenses  and plans to continue  its program to develop or sell the  property it
holds  for  development  or  resale  as well as to  reduce  the level of its art
inventories to enhance current cash flows.  Management  believes that its income
from operations  combined with its cost cutting program and planned reduction of
its art  inventory  will enable it to finance its current  business  activities.
There can,  however,  be no assurance  that Canal will be able to effectuate its
planned art  inventory  reductions or that its income from  operations  combined
with its cost cutting  program in itself will be  sufficient  to fund  operating
cash requirements.

      Canal is engaged in two  distinct  businesses - stockyard  operations  and
real estate.

      Stockyard  Operations  -  Through  an  August  1,  1999  asset  repurchase
agreement,  Canal now  operates  two central  public  stockyards  located in St.
Joseph, Missouri and Sioux Falls, South Dakota.

      Public stockyards act much like a securities  exchange,  providing markets
for all  categories  of  livestock  and  fulfilling  the  economic  functions of
assembly,  grading, and price discovery.  The livestock handled by the Company's
stockyards include cattle, hogs, and sheep. Cattle and hogs may come through the
stockyard  facilities at two  different  stages,  either as feeder  livestock or
slaughter   livestock.   The  Company's  stockyards  provide  all  services  and
facilities required to operate an independent market for the


                                       12
<PAGE>

sale of livestock,  including  veterinary services  facilities,  auction arenas,
auctioneers, weigh masters and scales, feed and bedding, and security personnel.
In addition, the stockyards provide other services including pure bred and other
specialty sales for producer  organizations.  The Company promotes its stockyard
business   through  public   relations   efforts,   advertising,   and  personal
solicitation of producers.

      Actual  marketing  transactions  at a stockyard  are managed for livestock
producers by market  agencies and independent  commission  sales people to which
the livestock are consigned for sale.  These market  agencies (some of which are
owned  and  operated  by the  Company)  and  independent  sales  people  receive
commissions  from the seller upon  settlement of a transaction and the stockyard
receives a yardage fee on all livestock  using the facility which is paid within
twenty-four  hours of the sale.  Yardage  fees vary  depending  upon the type of
animal, the extent of services provided by the stockyard, and local competition.
Yardage revenues are not directly dependent upon market prices, but rather are a
function of the volume of livestock  handled.  In general,  stockyard  livestock
volume is dependent upon conditions  affecting livestock production and upon the
market  agencies and  independent  commission  sales people which operate at the
stockyards.  Stockyard  operations are seasonal,  with greater volume  generally
experienced  during the first and fourth  quarters of each fiscal  year,  during
which periods livestock is generally brought to market.

      Virtually all of the volume at Canal's  Sioux Falls  stockyards is handled
through market agencies and independent  commission sales people,  while the St.
Joseph  stockyards  has  solicitation  operations  of its own which  account for
approximately 50% of its livestock volume annually.

      Canal  intends  to  continue  its  soliciting  efforts  at its St.  Joseph
stockyards  in fiscal 2006.  Further,  Canal tries to balance its  dependence on
market  agencies  and  independent  commission  sales  people in  various  ways,
including:   developing  solicitation  operations  of  its  own;  direct  public
relations;  advertising and personal  solicitation of producers on behalf of the
stockyards;  providing  additional services at the stockyards to attract sellers
and  buyers;  and  providing  incentives  to  market  agencies  and  independent
commission sales people for increased business.

      Canal  maintains  an  inventory  of feed and  bedding  which is  comprised
primarily of hay,  corn and straw.  The value of this  inventory  was $9,000 and
$12,000 at January 31, 2006 and October 31, 2005, respectively.

      Stockyard operations resulted in operating income of $263,000 and $235,000
for the three month  periods  ended  January  31,  2006 and 2005,  respectively.
Additionally,  stockyard  operations  contributed  $1,046,000  and  $972,000  to
Canal's  revenues for the three month  periods  ended January 31, 2006 and 2005,
respectively.


                                       13
<PAGE>

      Real Estate  Operations  - Canal's real estate  properties  are located in
Sioux City, Iowa, South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska
and Sioux Falls, South Dakota. The properties consist,  for the most part, of an
Exchange Building (commercial office space), land and structures leased to third
parties (rail car repair shops,  lumber yards and various other  commercial  and
retail  businesses) as well as vacant land available for  development or resale.
Its principal real estate operating  revenues are derived from lease income from
land and structures leased to various commercial and retail enterprises,  rental
income from its Exchange  Building,  and  proceeds  from the sale of real estate
properties.  In  addition to selling  what was excess  stockyard  property,  the
company  entertains any offers to purchase,  develop and restructure real estate
lots surrounding its existing  operating lease properties,  stockyard  operating
properties and properties held for development or resale in order to enhance the
value of the existing properties and surrounding real estate.

      Real estate  operations  resulted  in  operating  income of  $192,000  and
$941,000  for  the  three  month  periods  ended  January  31,  2006  and  2005,
respectively.  Included  in the 2006 real estate  operating  income is a $96,000
gain on the  sale of 5 acres  of  vacant  land  located  in  South  Saint  Paul,
Minnesota.  Included in the 2005 real estate operating income is a $850,000 gain
on the sale of the company's South St. Paul,  Minnesota  Exchange  Building with
the  associated  five  acres  of  land.  Additionally,  real  estate  operations
contributed  $463,000  and  $1,890,000  to Canal's  revenues for the three month
periods ended January 31, 2006 and 2005, respectively.

      As of January 31, 2006,  there are  approximately  21 acres of undeveloped
land owned by Canal adjacent to its stockyard properties. In addition to selling
what was  excess  stockyard  property,  the  company  entertains  any  offers to
purchase,  develop and  restructure  real estate lots  surrounding  its existing
operating lease properties,  stockyard operating  properties and properties held
for  development  or  resale  in  order to  enhance  the  value of the  existing
properties and surrounding real estate.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      A) Principles of Consolidation -- The  consolidated  financial  statements
include the accounts of Canal Capital Corporation ("Canal") and its wholly-owned
subsidiaries   ("the   Company").   All  material   intercompany   balances  and
transactions have been eliminated in consolidation.

      B)  Investments  in Joint  Ventures  --  Investments  in  which  ownership
interest  range from 20% to 50% or less owned joint  ventures are  accounted for
under the  equity  method.  These  joint  ventures  are not,  in the  aggregate,
material in relation to the financial position or results of operations of


                                       14
<PAGE>

Canal.  The  carrying  amount of such  investments  was $111,000 at both January
31,2006 and October 31, 2005,  and is included in other  assets.  The  operating
results of joint ventures  accounted for on the equity  method,  for fiscal year
2005, and 2004 were not material to financial  statement  presentation  and were
therefore included in other income from real estate operations.

      C) Deferred Leasing and Financing Costs -- Costs incurred in obtaining new
leases and long-term  financing are deferred and amortized over the terms of the
related leases or debt agreements, as applicable.

      D) Properties  and Related  Depreciation  -- Properties are stated at cost
less  accumulated  depreciation.  Depreciation is provided on the  straight-line
method  over the  estimated  useful  lives of the  properties.  Such  lives  are
estimated  from  35 to 40  years  for  buildings  and  from  5 to 20  years  for
improvements and equipment.

            Property  held  for  Development  or  Resale  --  Property  held for
development or resale consist of  approximately  21 acres located in the midwest
of undeveloped land not currently  utilized for corporate  purposes nor included
in any  of the  present  operating  leases.  The  Company  constantly  evaluates
proposals  received for the purchase,  leasing or development of this asset. The
land is valued at cost which does not exceed the net realizable value.

            Long-Lived Assets - The Company reviews the impairment of long-lived
assets  whenever events or changes in  circumstances  indicate that the carrying
amount of an asset may not be  recoverable.  The  Company  considers  historical
performance  and  future  estimated  results  in  its  evaluation  of  potential
impairment and then compares the carrying  amount of the assets to the estimated
future cash flows expected to result from the use of the asset.  The measurement
of the loss,  if any,  will be  calculated  as the amount by which the  carrying
amount of the asset exceeds the fair value of the asset.

      E)  Expenditures  for maintenance and repairs are charged to operations as
incurred.  Significant renewals and betterments are capitalized. When properties
are sold or otherwise disposed of, the cost and related accumulated depreciation
are  removed  from the  accounts  and any gain or loss is  reflected  in current
income.

      F) Art  Inventory  Held for Sale - Inventory of art is valued at the lower
of  cost,  including  direct  acquisition  and  restoration   expenses,  or  net
realizable value on a specific  identification basis. The nature of art makes it
difficult to determine a replacement  value.  The most compelling  evidence of a
value in most cases is an  independent  appraisal.  In fiscal  2005  independent
appraisals  covered  approximately 46% of the art inventory value at October 31,
2005.  The net  realizable  value of Canals  remaining  art  inventory  has been
estimated by management  based in part on the Company's  history of art sales in
the current  and  previous  years and in part on the results of the  independent
appraisals done in previous years. However,


                                       15
<PAGE>

because of the nature of art inventory,  such  determination  is very subjective
and, therefore,  the estimated values could differ significantly from the amount
ultimately realized.

      G) Income Taxes -- Canal and its subsidiaries file a consolidated  Federal
income tax return.  The Company  accounts for income  taxes under the  liability
method.  Under this method,  deferred tax assets and  liabilities are determined
based on  differences  between  financial  reporting and tax bases of assets and
liabilities.

      H)  Stockyard  Inventory  -  Inventory  is  stated at the lower of cost or
market. Cost is determined using the first-in, first-out method.

      I)  Accounting  Estimates -- The  preparation  of financial  statements in
conformity with accounting  principles  generally  accepted in the United States
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

      J) Revenue Recognition -- Lease and rental revenues are recognized ratably
over the period  covered.  All real estate leases are accounted for as operating
leases.  Revenues from real estate sales are recognized  generally when title to
the property passes.  Revenues from stockyard operations which consist primarily
of yardage  fees (a standard  per head  charge for each animal sold  through the
stockyards)  and sale of feed and bedding are recognized at the time the service
is rendered or the feed and bedding are delivered.

            Other Income  (Expense) Items -- Art sales are recognized  using the
specific identification method, when the piece is shipped to the purchaser.  Art
owned by Canal which is on  consignment,  joint  venture,  or being  examined in
contemplation  of sale is not removed from  inventory and not recorded as a sale
until notice of sale or acceptance  has been  received.  The sale of investments
available for sale, if any, are recognized, on a specific identification method,
on a trade date basis.

      K)  Statements  of Cash  Flows -- The  company  considers  all  short-term
investments with a maturity of three months or less to be cash equivalents. Cash
equivalents  primarily  include bank,  broker and time deposits with an original
maturity of less than three months. These investments are carried at cost, which
approximates  market value.  Canal made federal and state income tax payments of
$0 and $8,000 and  interest  payments of $67,000 and $71,000 for the three month
period periods ended January 31,2006 and 2005, respectively.


                                       16
<PAGE>

      L)  Reclassification  -- Certain prior year amounts have been reclassified
to conform to the current year presentation.

      M) Comprehensive  Income (Loss) -- The Company's only adjustments for each
classification of the comprehensive income was for minimum pension liability.

      N)  Earnings  (Loss)  Per  Share -- Basic  earnings  (loss)  per  share is
computed by dividing the net income  (loss)  applicable  to common shares by the
weighted  average  of common  shares  outstanding  during  the  period.  Diluted
earnings  (loss)  per share  adjusts  basic  earnings  (loss)  per share for the
effects of convertible securities,  stock options and other potentially dilutive
financial  instruments,  only in the  period in which such  effect is  dilutive.
There were no dilutive  securities in any of the periods presented  herein.  The
shares  issuable  upon the  exercise  of stock  options  are  excluded  from the
calculation   of  net  income   (loss)  per  share  as  their  effect  would  be
antidilutive.

      O)  Recent  Accounting  Pronouncements  -- In  June  2005,  the  Financial
Accounting  Standards  Board ("FASB") issued  Statement of Financial  Accounting
Standards No. 154, Accounting Changes and Error Corrections ("FAS 154"). FAS 154
replaces  Accounting  Principles  Board Opinion No. 20,  Accounting  Changes and
Statement of Financial  Accounting Standards No. 3, Reporting Accounting Changes
in Interim  Financial  Statements.  FAS 154 requires  that  voluntary  change in
accounting principle be applied  retrospectively with all prior period financial
statements presented on the new accounting principle. FAS 154 also requires that
a change in method of depreciating or amortizing a long-lived nonfinancial asset
be accounted for prospectively as a change in estimate, and correction of errors
in previously issued financial  statements  should be termed a restatement.  FAS
154 is effective for accounting  changes and correction of errors made in fiscal
years  beginning  December 15, 2005. The Company does not expect the adoption of
FAS  154 to have a  material  impact  on the  Company's  consolidated  financial
statements.

      Late in 2004, the Emerging  Issues Task Force reached a consensus on Issue
No.  04-8,  "The  Effect of  Contingently  Convertible  Instruments  on  Diluted
Earnings per Share" ("EITF 04-8").  The consensus  requires that all instruments
that have embedded  conversion features that are contingent on market conditions
indexed to an issuer's  share price  should be included in diluted  earnings per
share computations (if diluted) regardless of whether the market conditions have
been met. The consensus includes instruments that have more than one contingency
if one of the  contingencies  is  based  on  market  conditions  indexed  to the
issuer's  share price and that  instrument  can be  converted to shares based on
achieving a market  condition - that is, the  conversion  is not  dependent on a
substantive  non-market-based  contingency. The application of this consensus is
required  beginning with the December 31, 2004 reporting period. The adoption of
EITF  04-8  did  not  have  a  material  impact  on our  consolidated  financial
statements.


                                       17
<PAGE>

      In  December  2004,  the FASB issued  Statement  of  Financial  Accounting
Standards No. 123R,  "Share-Based  Payment" ("SFAS 123R"),  an amendment of FASB
Statement No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation".  SFAS
123R is focused  primarily on  accounting  for  share-based  compensation.  This
statement  requires  companies to measure the cost of employee services received
in  exchange  for an award of equity  instruments  based on the grant  date fair
value of the award.  SFAS 123R  requires  measurement  of fair value of employee
stock options using an option  pricing model that takes into account the awarded
options' unique characteristics. SFAS 123R requires charging the recognized cost
to expense  over the period the  employee  provides  services to earn the award,
generally the vesting period for the award.

      SFAS  123R's  measurement  requirements  for  employee  stock  options are
similar to those of SFAS 123,  which is the basis for the pro forma  stock-based
compensation   disclosure  contained  in  the  preceding  caption  "Stock  Based
Compensation" of this note. However, SFAS 123R requires:

            -     initial  and  ongoing  estimates  of the amount of shares that
                  will vest - SFAS 123 provided  entities the option of assuming
                  that all shares would vest and then  "truing-up"  compensation
                  cost and expense as shares were forfeited.

            -     adjusting the cost of a modified  award with  reference to the
                  difference  in the  fair  value of the  modified  award to the
                  initial award at the date of modification of the award.

      SFAS 123R also  provides  for the use of  alternative  models to determine
compensation cost related to stock option grants. The adoption of SFAS 123R will
not have a material impact on our consolidated financial statements.

3.    INTERIM FINANCIAL STATEMENTS

      The interim  consolidated  financial  statements included herein have been
prepared by Canal and reviewed by our independent accountants. In the opinion of
Management, the accompanying unaudited financial statements of Canal contain all
adjustments necessary to present fairly its financial position as of January 31,
2006 and the  results of its  operations  and its cash flows for the three month
period ended January 31, 2006. All of the above referenced adjustments were of a
normal recurring nature.  Certain information and footnote  disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These financial statements
should be read in conjunction with the consolidated financial statements for the
three years ended  October 31, 2005 and the notes thereto which are contained in
Canal's  2005  Annual  Report on Form 10-K.  The results of  operations  for the
period presented is not necessarily indicative of the results to be expected for
the remainder of fiscal 2006.


                                       18
<PAGE>

4.    MORTGAGE NOTE RECEIVABLE

      On November 1, 2004 Canal sold its Exchange  Building  and the  associated
five acres of land located in South Saint Paul, Minnesota on a contract for deed
for $1,750,000,  generating  operating income of approximately  $850,000.  Canal
accepted a mortgage note for the full sales price,  which note carries  interest
at a rate of 4.12%  per  annum,  payable  in  equal  monthly  installments.  The
mortgage note is due and payable in full on October 31, 2007.

5.    BORROWINGS

      The Company's variable rate mortgage notes (originally issued in 1998) are
due May 15, 2009 and are held entirely by the Company's Chief Executive  Officer
and members of his family. These notes carry interest at the rate of ten percent
per annum.  These notes,  among other  things,  prohibit  Canal from becoming an
investment  company as defined by the  Investment  Company Act of 1940;  require
Canal to  maintain  minimum  net worth;  restricts  Canal's  ability to pay cash
dividends or repurchase stock and require principal  prepayments to be made only
out of the proceeds from the sale of certain assets. As of January 31, 2006, the
balance due under  these notes was  $2,687,000,  all of which is  classified  as
long-term debt-related party.

      At January 31, 2006,  substantially  all of Canal's real  properties,  the
stock of certain subsidiaries,  the investments and a substantial portion of its
art inventories are pledged as collateral for the following obligations:

                                                       January 31,   October 31,
($ 000's Omitted)                                         2006          2005
-----------------                                         ----          ----

Variable rate mortgage notes due
  May 15, 2009 - related party ....................     $  2,687      $  2,687
Less -- current maturities ........................            0             0
                                                        --------      --------

Long-term debt                                          $  2,687      $  2,687
                                                        --------      --------

6.    LEASE COMMITMENTS

      In June 2004 Canal entered into a three year lease for approximately 1,000
square  feet of  office  space in  Hauppauge,  New York at a  monthly  rental of
approximately $1,400.

      Canal's future minimum payments  required under operating leases that have
initial or  remaining  noncancellable  terms in excess of one year as of January
31, 2006 are $17,000 and $9,000, in fiscal 2006 and 2007, respectively. Net rent
expense  under  these and other  operating  leases was $4,000 and $3,000 for the
three months ended January 31, 2006 and 2005, respectively.


                                       19
<PAGE>

7.    RESTRICTED CASH - TRANSIT INSURANCE

      Transit insurance covers livestock for the period that they are in transit
to and physically at the  stockyards and under the care of stockyard  personnel.
This self  insurance  program  is funded by a per head  charge on all  livestock
received at the stockyard.  The restricted cash - transit insurance  balances of
approximately  $76,000 and  $41,000 at January  31,  2006 and October 31,  2005,
respectively,  represents  the  excess  of per head  fees  charged  over  actual
payments made for livestock that was injured or died while at the stockyards.

8.    INCOME TAXES

      At January 31, 2006, the Company has net operating loss  carryforwards  of
approximately  $12,177,000  that expire  through 2018.  For financial  statement
purposes, a valuation allowance has been provided to offset the net deferred tax
assets due to the cumulative net operating  losses incurred during recent years.
Such allowance decreased by approximately  $50,000 and $375,000 during the three
month  periods  ended  January 31, 2006 and 2005,  respectively.  The  valuation
allowance will be reduced when and if, in the opinion of management, significant
positive  evidence  exists which  indicates that it is more likely than not that
the Company will be able to realize its deferred tax assets.

9.    ART INVENTORY HELD FOR SALE

      Canal is in the process of selling,  in an orderly  manner,  its remaining
art  inventory.  This  will be  accomplished  primarily  through  direct  sales,
consignment  arrangements with various  independent art dealers and through sale
at public art auctions. The Company's ability to dispose of its art inventory is
dependent  primarily on general economic  conditions and the  competitiveness of
the art market itself. Accordingly, there can be no assurance that Canal will be
successful in selling its art inventory.

      In fiscal  2005,  Canal sold 6 pieces of  contemporary  art.  Canal's  art
operations  have  generated  an  operating  loss of  approximately  $4,000,  and
operating  income of $22,000 on gross sales of  approximately $0 and $64,000 for
the three month periods ended January 31, 2006 and 2005, respectively.

      Antiquities  and  contemporary  art  represented  54%  ($189,122)  and 46%
($186,778) of total art inventory at both January 31, 2006 and October 31, 2005,
respectively. All of the contemporary art inventory held for resale is comprised
of the work of Jules Olitski.  The amount recorded as the current portion of art
inventory represents  management's estimate of the inventory expected to be sold
during the next  twelve  months.  The  Company  recorded a  valuation  allowance
against the current  portion of its  inventory to reduce it to its estimated net
realizable  value based on the history of losses  sustained on  inventory  items
sold in the current and previous years. In fiscal 2005 Canal applied $170,500 of
the valuation allowance against sales,  thereby,  decreasing the total valuation
allowance  to $767,800 as of October 31, 2005 as compared to $938,300 at October
31, 2004.


                                       20
<PAGE>

10.   PROPERTY ON OPERATING LEASES

      Property on operating  leases  consist of  approximately  39 acres of land
located in Omaha, Nebraska; S. St. Paul, Minnesota;  Sioux City, Iowa as well as
furniture  and  equipment  used in the  Hauppauge,  New  York  office.  Land and
structures  leased to third  parties  include  vacant land,  exchange  buildings
(commercial office space), meat packing facilities, railcar repair shops, lumber
yards and various other commercial and retail businesses.

      A schedule of the  Company's  property on operating  leases at January 31,
2006 is as follows (000's omitted):

<TABLE>
<CAPTION>
                                              Current Year
                                              ------------
                                              (Retirements
                                              ------------                     Carrying
                        Historical Cost         Additions                      --------
                        ---------------         ---------           Accum.      Value
                                Bldgs. &              Bldgs. &      ------     --------
Description (1)         Land    Imprvmts.     Land    Imprvmts.     Depr.      01/31/06
---------------         ----    ---------     ----    ---------     ------     --------
<S>                   <C>        <C>        <C>        <C>         <C>         <C>
New York office
Various leasehold     $     0    $     0    $     0    $     0     $     0     $     0
improvements

11 acres of land
in Omaha, NE            1,200         14          0          0          (1)      1,213
Acquired in 1976

10 acres of land
in S. St. Paul, MN        125         98          0          0          (5)        218
Acquired in 1937

18 acres of land
in Sioux City, IA         403          0          0          0           0         403
Acquired in 1937      -------    -------    -------    -------     -------     -------

                      $ 1,728    $   112    $     0    $     0     $    (6)    $ 1,834
                      =======    =======    =======    =======     =======     =======
</TABLE>

      A schedule of the Company's reconciliation of property on operating leases
carried for the three months ended  January  31,2006 and the year ended  October
31, 2005 is as follows (000's omitted):

                                                      January 31,    October 31,
                                                         2006           2005
                                                         ----           ----

      Balance at beginning of year                      $ 1,840        $ 2,715
      Acquisitions and Improvements                           0              0
      Cost of property sold                                   0           (848)
      Depreciation                                           (6)           (27)
      Reclassifications                                       0              0
                                                        -------        -------
      Balance at end of the period                      $ 1,834        $ 1,840
                                                        -------        -------

(1)   Substantially  all of Canal's real property is pledged as  collateral  for
      its debt obligations.


                                       21
<PAGE>

11.   PROPERTY USED IN STOCKYARD OPERATIONS

      Property used in stockyard operations consist of approximately 60 acres of
land  located  in St.  Joseph,  Missouri  and Sioux  Falls,  South  Dakota.  The
Company's  stockyards provide all services and facilities required to operate an
independent  market  for the sale of  livestock.  Stockyard  facilities  include
exchange  buildings  (commercial  office space),  auction arenas,  scale houses,
veterinary facilities, barns, livestock pens and loading docks.

      A schedule of the  Company's  property  used in  stockyard  operations  at
January 31, 2006 is as follows (000's omitted):

<TABLE>
<CAPTION>
                                              Current Year
                                              ------------
                                              (Retirements)
                                              -------------                    Carrying
                        Historical Cost         Additions                      --------
                        ---------------         ---------           Accum.      Value
                                Bldgs. &              Bldgs. &      ------     --------
Description (1)         Land    Imprvmts.     Land    Imprvmts.     Depr.      01/31/06
---------------         ----    ---------     ----    ---------     ------     --------
<S>                   <C>        <C>        <C>        <C>         <C>         <C>
30 acres of land
in St. Joseph, MO     $   902    $    70    $     0    $     0     $    (3)    $   969
Acquired in 1942

30 acres of land
in Sioux Falls, SD        100         49          0          0          (2)        147
Acquired in 1937      -------    -------    -------    -------     -------     -------

                      $ 1,102    $   119    $     0    $     0     $    (5)    $ 1,116
                      =======    =======    =======    =======     =======     =======
</TABLE>

      A schedule of the Company's  reconciliation  of property used in stockyard
operations carried for the three months ended January 31,2006 and the year ended
October 31, 2005 is as follows (000's omitted):

                                                      January 31,    October 31,
                                                         2006           2005
                                                         ----           ----

      Balance at beginning of year                      $ 1,121        $ 1,142
      Acquisitions and Improvements                           0              0
      Cost of property sold                                   0              0
      Depreciation                                           (5)           (21)
                                                        -------        -------
      Balance at end of the period                      $ 1,116        $ 1,121
                                                        -------        -------

(1)   Substantially  all of Canal's real property is pledged as  collateral  for
      its debt obligations.


                                       22
<PAGE>

12.   PROPERTY HELD FOR DEVELOPMENT OR RESALE

      Property held for development or resale consist of  approximately 21 acres
of land located in the midwest of  undeveloped  land not currently  utilized for
corporate  purposes and not included in any of the present operating leases. The
Company constantly  evaluates  proposals  received for the purchase,  leasing or
development of this asset.  The land is valued at cost which does not exceed the
net realizable value.

      A schedule of the  Company's  property held for  development  or resale at
January 31, 2006 is as follows (000's omitted):

<TABLE>
<CAPTION>
                                               Current Year
                                               ------------
                                              (Retirements)                   Carrying
                                              -------------                   --------
                       Historical Cost          Additions           Accum.     Value
                       ---------------          ---------          -------    --------
                                Bldgs. &              Bldgs. &
Description (1)         Land    Imprvmts.     Land    Imprvmts.     Depr.     01/31/06
-----------------     -------    -------    -------    -------     -------    -------
<S>                   <C>        <C>        <C>        <C>         <C>        <C>
16 acres of land
in St. Joseph, MO     $    40        N/A        N/A    $     0         N/A    $    40
Acquired in 1942

0 acres of land
in S. St. Paul, MN        144        N/A        N/A       (144)        N/A          0
Acquired in 1937

5 acres of land
in Sioux City, IA         116        N/A        N/A          0         N/A        116
Acquired in 1937      -------    -------    -------    -------     -------    -------
                      $   300    $     0    $     0    $  (144)    $     0    $   156
                      =======    =======    =======    =======     =======    =======
</TABLE>

         A schedule of the Company's reconciliation of property held for
development or resale carried for the three months ended January 31, 2006 and
the year ended October 31, 2005 is as follows (000's omitted):

                                                       January 31,   October 31,
                                                          2006          2005
                                                          ----          ----

      Balance at beginning of year                       $   300       $   817
      Acquisitions and Improvements                            0             0
      Cost of property sold                                 (144)         (517)
      Reclassification of property                             0             0
                                                         -------       -------

      Balance at end of the period                       $   156       $   300
                                                         -------       -------

(1)   Substantially  all of Canal's real property is pledged as  collateral  for
      its debt obligations.


                                       23
<PAGE>

13.   IMPAIRMENT LOSS ON LONG-LIVED ASSETS

      The Company reviews the values of its long-lived  assets  annually.  There
was no impairment in the value of Canal's long-lived assets to be recorded as of
January 31, 2006 and October 31, 2005.

14.   MINIMUM FUTURE RENTALS ON OPERATING LEASES

      Minimum future rentals consist primarily of rental income from leased land
and  structures,  Exchange  Building rents  (commercial  office space) and other
rental  activities,  all of which are  accounted  for as operating  leases.  The
estimated  minimum  future rentals on operating  leases are $550,000,  $575,000,
$600,000,  $625,000 and $650,000 for fiscal  years 2006,  2007,  2008,  2009 and
2010, respectively.

15.   PENSION VALUATION RESERVE

      The Pension Valuation Reserve  represents the excess of additional minimum
pension  liability  required  under the  provisions  of  Statement  of Financial
Accounting  Standards  ("SFAS") No. 87 over the unrecognized prior service costs
of former  stockyard  employees.  Such  excess  arose due to the  decline in the
market  value of  pension  assets  available  for  pension  benefits  of  former
employees,  which benefits were frozen at the time the stockyard operations were
sold in 1989.  The  additional  minimum  pension  liability  will be expensed as
actuarial  computations of annual pension cost (made in accordance with SFAS No.
87) recognize the deficiency that exists.

      The components of net periodic benefit cost are as follows:

                                           Quarter       Ended
                                           1/31/06      1/31/05
                                          ---------------------

Service cost                                 1,400        1,300
Interest cost                               25,200       24,900
Expected return on plan assets             (26,900)     (21,600)
Amortization of prior service cost               0            0
Recognized net actuarial loss               63,900       59,100
                                          --------     --------

Net periodic service cost                   63,600       63,700
                                          ========     ========

The fiscal 2006 amounts have been estimated, actual amounts will be based on the
discount rate and assets available at year end.

During the quarter ended January 31, 2006 the Company made no contributions into
the pension plan. The Company expects to make contributions of $149,000 into its
pension plan during the second quarter of fiscal 2006.


                                       24
<PAGE>

16.   RELATED PARTY TRANSACTIONS

      Interest  Expense  Related  Party - At January  31,  2006,  all of Canal's
Long-Term Debt is held by the company's Chief  Executive  Officer and members of
his family. These notes pay interest at a rate of 10% per annum and come due May
15,  2009.  Canal has  incurred  interest  expense on these notes of $67,000 and
$71,000  and for the  three  month  periods  ended  January  31,2006  and  2005,
respectively. At various times during fiscal 2005 certain holders of these notes
agreed to defer  interest  payments  due  totaling  approximately  $28,000 as of
October 31,  2005.  This  deferred  interest  liability  will accrue  additional
interest  at a rate  of 10% per  annum,  and  will be  repaid  as  funds  become
available  in fiscal  2006.  The  deferred  interest  liability  is  included in
accounts payable and accrued  expenses.  As of January 31, 2006, the balance due
under these notes was  $2,687,000  all of which is classified as long-term  debt
related party.

17.   LITIGATION

      Canal and its  subsidiaries  are from time to time  involved in litigation
incidental to their normal business activities, none of which, in the opinion of
management,  will have a material adverse effect on the  consolidated  financial
condition and  operations  of the Company.  Canal was not a party to any ongoing
litigation at January 31, 2006.

      The following situation did arise in fiscal 2005:

Environmental  Protection  Agency - Special  Notice  Letter  for  Investigation,
Portland, Oregon Property

      In 1989, the Company sold its 48 acre Portland, Oregon stockyard to Oregon
Waste  Systems,  Inc. On September  29, 2003,  the United  States  Environmental
Agency  (EPA)  placed  a 4.2  acre  portion  of that  property  on the  National
Priorities   List   pursuant  to  the   Comprehensive   Environmental   Response
Compensation and Liability Act (CERCLA), commonly known as the Superfund Act. In
a letter from the EPA dated June 27, 2005 the Company,  along with approximately
13 other  parties,  including  the current  owner and operator of the site,  was
notified  that it might be  liable  to  perform  or pay for the  remediation  of
environmental  contamination  found on and around the site. Since the receipt of
the  letter,  the Company  has been in  periodic  communications  with the other
parties who received a similar letter with respect to what action,  collectively
or individually,  should be taken in response to the EPA assertion of liability.
The  Company  believes  that the  remediation  of  contamination  of the site is
properly the  responsibility of other parties that have occupied and used it for
waste  recycling  purposes since 1961,  although under CERCLA the EPA is able to
assert  joint and  several  liability  against  all  parties  who ever  owned or
operated the site or generated or transported  wastes to it. This  investigation
is in its preliminary  stages and the Company  intends to vigorously  defend any
liability for  remediation.  At January 31, 2006, the liability for remediation,
if any, is not  estimatable  and  therefore no accrual has been  recorded in the
financial statements.


                                       25
<PAGE>

ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
         RESULTS OF OPERATIONS AND FINANCIAL CONDITION
         FOR THE THREE MONTHS ENDED JANUARY 31, 2006

      You should read the following  discussion  together with the more detailed
business  information and  consolidated  financial  statements and related notes
that appear elsewhere in this report and in the documents that we incorporate by
reference into this report.  This report may contain  certain  "forward-looking"
information within the meaning of the Private  Securities  Litigation Reform Act
of 1995. This information  involves risks and uncertainties.  Our actual results
may  differ  materially  from  the  results  discussed  in  the  forward-looking
statements.  Factors  that might cause such a  difference  include,  but are not
limited to, those discussed in "Risk factors".

                                Company Overview

      The  Registrant,  Canal Capital  Corporation  ("Canal" or the  "Company"),
incorporated  in the state of Delaware in 1964,  commenced  business  operations
through a predecessor in 1936.

      Canal is engaged in two distinct  businesses  -- stockyard and real estate
operations.

      Stockyard  Operations  - As a result of an August 1, 1999  asset  purchase
agreement,  Canal now  operates  two central  public  stockyards  located in St.
Joseph,  Missouri and Sioux Falls, South Dakota (collectively the "Stockyards").
Public stockyards act much like a securities exchange, providing markets for all
categories  of livestock  and  fulfilling  the  economic  functions of assembly,
grading,  and price discovery.  The Company's  principal  stockyard revenues are
derived  from a per head  charge  ("yardage  charge")  imposed on all  livestock
consigned  for sale at the  stockyards  and the sale of feed  and  bedding.  See
"Stockyard Operations".

      Real Estate  Operations  - Canal's real estate  properties  are located in
Sioux City, Iowa, South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska
and Sioux Falls, South Dakota. The properties consist,  for the most part, of an
Exchange Building (commercial office space), land and structures leased to third
parties  (meat  packing  facilities,  rail car repair  shops,  lumber  yards and
various other commercial and retail businesses) as well as vacant land available
for  development  or resale.  Its principal real estate  operating  revenues are
derived from lease income from land and structures leased to various  commercial
and retail enterprises,  rental income from its Exchange Buildings, and proceeds
from the sale of real estate properties.  In addition to selling what was excess
stockyard property,  the company entertains any offers to purchase,  develop and
restructure   real  estate  lots   surrounding  its  existing   operating  lease
properties,  stockyard operating  properties and properties held for development
or  resale  in  order  to  enhance  the  value of the  existing  properties  and
surrounding real estate. See "Real Estate Operations".


                                       26
<PAGE>

      Stockyard Operations

      General - Through an August 1, 1999 asset repurchase agreement,  Canal now
operates two central public stockyards located in St. Joseph, Missouri and Sioux
Falls, South Dakota.

      Public stockyards act much like a securities  exchange,  providing markets
for all  categories  of  livestock  and  fulfilling  the  economic  functions of
assembly,  grading, and price discovery.  The livestock handled by the Company's
stockyards include cattle, hogs, and sheep. Cattle and hogs may come through the
stockyard  facilities at two  different  stages,  either as feeder  livestock or
slaughter   livestock.   The  Company's  stockyards  provide  all  services  and
facilities  required to operate an independent market for the sale of livestock,
including veterinary facilities,  auction arenas, auctioneers, weigh masters and
scales, feed and bedding,  and security personnel.  In addition,  the stockyards
provide  other  services  including  pure  bred and  other  specialty  sales for
producer  organizations.  The Company  promotes its stockyard  business  through
public relations efforts, advertising, and personal solicitation of producers.

      Actual  marketing  transactions  at a stockyard  are managed for livestock
producers by market  agencies and independent  commission  sales people to which
the livestock are consigned for sale.  These market  agencies (some of which are
owned  and  operated  by the  Company)  and  independent  sales  people  receive
commissions  from the seller upon  settlement of a transaction and the stockyard
receives a yardage fee on all livestock  using the facility which is paid within
twenty-four  hours of the sale.  Yardage  fees vary  depending  upon the type of
animal, the extent of services provided by the stockyard, and local competition.
Yardage revenues are not directly dependent upon market prices, but rather are a
function of the volume of livestock  handled.  In general,  stockyard  livestock
volume is dependent upon conditions  affecting livestock production and upon the
market  agencies and  independent  commission  sales people which operate at the
stockyards.  Stockyard  operations are seasonal,  with greater volume  generally
experienced  during the first and fourth  quarters of each fiscal  year,  during
which periods livestock is generally brought to market.

      Virtually all of the volume at Canal's  Sioux Falls  stockyards is handled
through market agencies and independent  commission sales people,  while the St.
Joseph  stockyards  has  solicitation  operations  of its own which  account for
approximately 50% of its livestock volume annually.

      Canal  intends  to  continue  its  soliciting  efforts  at its St.  Joseph
stockyards  in fiscal 2006.  Further,  Canal tries to balance its  dependence on
market  agencies  and  independent  commission  sales  people in  various  ways,
including:   developing  solicitation  operations  of  its  own;  direct  public
relations;  advertising and personal  solicitation of producers on behalf of the
stockyards;  providing  additional services at the stockyards to attract sellers
and  buyers;  and  providing  incentives  to  market  agencies  and  independent
commission sales people for increased business.

      Stockyard  operations  resulted in operating income of approximately  $0.3
million while  contributing  approximately  $1.0 million to Canal's revenues for
the first quarter of fiscal 2006.


                                       27
<PAGE>

      Risk -  Stockyard  activities  face a variety  of risks and  uncertainties
related to the  safeguarding  of the  national  food supply which are beyond our
control.  Public  confidence in the  government's  efforts to safeguard the food
supply is essential for the success of our stockyard operations.  An outbreak of
a disease such as bovine spongiform encephalopathy (BSE) better known as Mad Cow
Disease  could  have a  devastating  impact  on  stockyard  operations.  For the
company's part we strictly  follow all USDA  regulations to ensure to the extent
we can the  safety of the food  supply.  Furthermore,  stockyard  activities  in
general may involve  various  degrees of risk,  such as  competition  from other
regional  stockyards and sale barns,  general market  conditions and to a lesser
extent interest rates.

      Competition - Canal competes in the area of public  stockyards  with other
regional  public  stockyards  and sale  barns,  some of which are  substantially
larger and have greater  financial  resources than Canal.  To a certain  extent,
Canal's  stockyard  revenues are dependent on the ability of the market agencies
and independent  commission sales people at each of Canal's stockyard  locations
to compete within the region.

      Real Estate Operations

      General - Canal is involved in the management,  development or sale of its
real estate properties  located in five Midwest states.  Real estate operations,
resulted in operating income of $0.2 million, while contributing $0.5 million to
Canal's  revenues for fiscal 2006.  In the first  quarter of fiscal 2006,  Canal
sold  approximately  5 acres of land located in South Saint Paul,  Minnesota for
$0.3 million generating operating income of $0.1 million.

      As of January 31, 2006,  there are  approximately  21 acres of undeveloped
land owned by Canal  located in five Midwest  states.  Canal is  continuing  the
program,  which it started  several years ago, to develop or sell this property.
Additionally,  Canal will continue to aggressively pursue additional tenants for
its Exchange Buildings and undeveloped properties in fiscal 2006.

      Risk - Real estate  activities in general may involve  various  degrees of
risk,  such as competition for tenants,  general market  conditions and interest
rates.  Furthermore,  there can be no assurance that Canal will be successful in
the development, lease or sale of its real estate properties.

      Competition - Canal competes in the area of real estate  development  with
other  regional  developers,  some of which are  substantially  larger  and have
significantly  greater  financial  resources  than Canal.  To a certain  extent,
Canal's  real estate  revenues  are  dependent  on the ability of the  stockyard
operations and the various meat packers located  adjacent to Canal's  properties
to successfully compete in their respective businesses.


                                       28
<PAGE>

                          CRITICAL ACCOUNTING POLICIES

      Our  consolidated  financial  statements  have been prepared in accordance
with  accounting  principles  generally  accepted  in the United  States.  These
generally  accepted  accounting  principles require management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of net sales  and  expenses  during  the
reporting period. We continually evaluate our estimates, including those related
to revenue  recognition,  bad debts, income taxes, fixed assets,  restructuring,
contingencies and litigation. We base our estimates on historical experience and
on various other  assumptions that are believed to be reasonable under the facts
and  circumstances.  Actual  results  may  differ  from  these  estimates  under
different assumptions or conditions.

      Management  believes the following critical accounting policies impact our
most difficult,  subjective and complex judgments used in the preparation of our
consolidated  financial  statements,  often  as a  result  of the  need  to make
estimates  about the  effect of matters  that are  inherently  uncertain.  For a
further discussion of these and other accounting policies,  please see Note 2 of
the  Notes to  Consolidated  Financial  Statements  included  elsewhere  in this
Quarterly Report.

      Revenue  Recognition -- Lease and rental  revenues are recognized  ratably
over the period  covered.  All real estate leases are accounted for as operating
leases.  Revenues from real estate sales are recognized  generally when title to
the property passes.  Revenues from stockyard operations which consist primarily
of yardage  fees (a standard  per head  charge for each animal sold  through the
stockyards)  and sale of feed and bedding are recognized at the time the service
is rendered or the feed and bedding are delivered.

      Art  Inventory  Held for Sale -- The nature of art makes it  difficult  to
determine a replacement  value. The most compelling  evidence of a value in most
cases is an independent appraisal.  Canal has had varying percentages of its art
inventory appraised by independent appraisers in previous years. For fiscal 2006
the net realizable value of Canals remaining art inventory has been estimated by
management  based in part on the  Company's  history of art sales in the current
and previous years and in part on the results of the independent appraisals done
in previous years.

      Properties and Related  Depreciation -- Properties are stated at cost less
accumulated  depreciation.  Depreciation is provided on the straight-line method
over the estimated useful lives of the properties. Such lives are estimated from
35 to 40  years  for  buildings  and  from 5 to 20 years  for  improvements  and
equipment.

      Property held for  Development or Resale -- Property held for  development
or  resale  consist  of  approximately  21  acres  located  in  the  Midwest  of
undeveloped land not currently  utilized for corporate  purposes nor included in
any of the present operating leases. The Company constantly  evaluates proposals
received for the purchase,  leasing or  development  of this asset.  The land is
valued at cost which does not exceed the net realizable value.


                                       29
<PAGE>

      Long-Lived  Assets -- The Company  reviews the  impairment  of  long-lived
assets  whenever events or changes in  circumstances  indicate that the carrying
amount of an asset may not be  recoverable.  The  Company  considers  historical
performance  and  future  estimated  results  in  its  evaluation  of  potential
impairment and then compares the carrying  amount of the assets to the estimated
future cash flows expected to result from the use of the asset.  The measurement
of the loss,  if any,  will be  calculated  as the amount by which the  carrying
amount of the asset exceeds the fair value of the asset.

Results of Operations

      The  following  tables  set  forth  certain  items  in  our  statement  of
operations for the periods indicated:

                                                  Three Months Ended January 31,
                                                  ------------------------------
                                                         2006        2005
                                                         ----        ----
                                                          (In Thousands)
Revenues:

Stockyard Revenue                                      $ 1,046     $   972
Real Estate Revenue                                        463       1,908
                                                       -------     -------
    Total Revenue                                        1,509       2,880
                                                       -------     -------

Costs and Expenses:

Stockyard Expenses                                         784         737
Real Estate Expenses                                       271         949
General and Administrative Expenses                        278         207
                                                       -------     -------
     Total Costs and Expenses                            1,333       1,893
                                                       -------     -------

Income from Operations                                     176         987

Other Income                                                18          22

Other Expenses                                             (71)        (71)
                                                       -------     -------
Net Income                                             $   123     $   938
                                                       =======     =======

      While the  Company is  currently  operating  as a going  concern,  certain
significant  factors  raise  substantial  doubt about the  Company's  ability to
continue as a going  concern.  The Company has  suffered  recurring  losses from
operations and is obligated to continue making substantial annual  contributions
to its defined benefit pension plan. The financial statements do not include any
adjustments  that  might  result  from the  resolution  of these  uncertainties.
Additionally,   the  accompanying   financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.


                                       30
<PAGE>

      Canal recognized net income of  approximately  $123,000 in the first three
months of fiscal 2006 as compared to net income of $938,000  for the same period
in fiscal 2005. After  recognition of preferred stock dividend payments (paid in
additional  shares of  preferred  stock for each of  fiscal  2006,  and 2005) of
$15,000 in both 2006 and 2005, the results  attributable to common  stockholders
were net income of  $108,000  in 2006 and net income of  $923,000  in 2005.  The
significant increase in Canal's 2005 net income was due primarily to an $850,000
gain on the sale of the Company's South Saint Paul,  Minnesota Exchange Building
and the associated  five acres of land. This property was sold on a contract for
deed payable in October 2007.

      Canal's revenues from continuing  operations  consist of revenues from its
stockyard and real estate  operations.  Revenues in 2006 decreased by $1,353,000
to  $1,509,000 as compared  with 2005  revenues of  $2,862,000.  The fiscal 2006
decrease in revenues is due primarily to a $1,750,000 sale (in the first quarter
of 2005) of the Company's South Saint Paul,  Minnesota Exchange Building and the
associated  five acres of land.  This  property  was sold on a contract for deed
payable in October 2007.

COMPARISON OF FISCAL PERIODS ENDED JANUARY 31, 2006 AND 2005

Stockyard Revenues

      Stockyard  revenues  for  the  three  months  ended  January  31,  2006 of
$1,046,000  accounted  for 69.3% of the fiscal  2006  revenues  as  compared  to
stockyard  revenues of $972,000 or 33.9% for the same period in fiscal 2005. The
2006 increase in the stockyard  revenues as a percent of total revenues,  is due
primarily  to the  significant  decrease  in sales of real  estate for the first
fiscal  quarter  2006.  Stockyard  revenues are  comprised of yard  handling and
auction  (92.0% and 91.9%),  feed and bedding  income (4.2% and 4.9%) and rental
and income (3.8% and 3.2%) for the three month  periods  ended  January 31, 2006
and 2005,  respectively.  There were no significant percentage variations in the
year to year comparisons.

Stockyard Expenses

      Stockyard expenses for the three months ended January 31, 2006 of $784,000
increased  by $46,000  (6.3%) from  stockyard  expenses of $737,000 for the same
period in fiscal 2005.  Stockyard  expenses  are  comprised of labor and related
costs (48.3% and 51.0%), other operating and maintenance (27.6% and 24.8%), feed
and bedding expense (4.8% and 5.0%),  depreciation  and  amortization  (0.7% and
0.7%),   taxes  other  than  income  taxes  (5.8%  and  5.8%)  and  general  and
administrative  expense  (12.8%  and 12.7%) for the three  month  periods  ended
January 31, 2006 and 2005, respectively. The 2006 increase in stockyard expenses
was  consistent  with  the  increase  in  stockyard  revenues.   There  were  no
significant percentage variations in the year to year comparisons.


                                       31
<PAGE>

Real Estate Revenues

      Real  estate  revenues  for the three  months  ended  January  31, 2006 of
$463,000  accounted  for 30.7% of the fiscal  2006  revenues as compared to real
estate  revenues of $1,890,000 or 66.1% for the same period in fiscal 2005.  The
fiscal 2006 decrease in real estate  revenues as a percentage of total  revenues
is due  primarily  to the  significant  decrease in sales of real estate for the
first fiscal  quarter 2006.  Real estate  revenues are comprised of sale of real
estate  (70.2% and 91.7%),  rentals  and other  lease  income from the rental of
vacant  land and  certain  structures  (28.0%  and  7.0%),  rental  income  from
commercial  office  space in its  Exchange  Buildings  (1.8% and 1.3%) and other
income  (0.0% and 0.0%) for the three  months  ended  January 31, 2006 and 2005,
respectively.  The increase in rentals and other lease income from the rental of
vacant land and certain  structures  as a  percentage  of total  revenues is due
primarily to the sharp decrease in sales of real estate.

Real Estate Expenses

      Real  estate  expenses  for the three  months  ended  January  31, 2006 of
$271,000 decreased by $678,000 (71.4%) from real estate expenses of $949,000 for
the same period in fiscal 2005.  The sharp  decrease in real estate  expenses is
due to the  2006  decrease  in real  estate  sales.  Real  estate  expenses  are
comprised  of the cost of real estate sold (84.5% and 94.8%),  labor,  operating
and maintenance (7.6% and 2.0%),  depreciation and amortization (2.0% and 0.6%),
taxes  other than income  taxes  (3.3% and 1.9%) and general and  administrative
expenses  (2.6% and 0.7%) for the three months ended  January 31, 2006 and 2005,
respectively.  The percentage variations in the year to year comparisons are due
primarily  to the decrease in the cost of real estate sold  associated  with the
first quarter  property sales  discussed  above coupled with other  decreases in
operating expenses.

General and Administrative

      General and administrative expenses for the three months ended January 31,
2006 of $278,000  increased by $71,000 (34.2%) from expenses of $207,000 for the
same period in fiscal 2005. The major  components of general and  administrative
expenses are officers  salaries  (41.8% and 56.1%),  pension  expense (22.7% and
1.5%),  insurance  expense (6.2% and 9.9%),  office  salaries  (9.0% and 11.3%),
travel expense (3.8% and 4.8%), rent (1.5% and 2.0%) and professional fees (4.8%
and  2.2%)  for the  three  month  periods  ended  January  31,  2006 and  2005,
respectively.  The percentage variations in the year to year comparisons are due
to the sharp  increase in pension  expense for the first  quarter of fiscal 2006
which is the result of an under accrual in fiscal 2005.


                                       32
<PAGE>

Interest and Other Income

      Interest and other  income for the three months ended  January 31, 2006 of
$18,000 was  unchanged  for the same period in fiscal  2005.  Interest and other
income  is  comprised  primarily  of  interest  income  on the  $1,750,000  note
receivable  associated  with the fiscal 2005 first quarter sale of the company's
South  St.  Paul,  Minnesota  Exchange  Building.  This  property  was sold on a
contract for deed payable in October 2007.

Interest Expense

      Interest  expense for the three months  ended  January 31, 2006 of $67,000
decreased  $4,000  (5.5%) from $71,000 for the same period in fiscal  2005.  The
principal  balances  outstanding  at January  31,  2006 and October 31, 2005 was
$2,687,000.  The interest rate (10%) on Canal's variable rate mortgage notes has
remained  unchanged  for the past 12 months.  Variations in the period to period
interest  expense  reflects  Canal's  repayment  (including  additional  accrued
interest on the unpaid  balance due) of a portion of the interest  deferred from
time to  time  by  certain  noteholders  to  help  ease  the  cash  flow  strain
experienced by Canal.

(Expense) Income from Art Sales

      Other  expense from art sales for the three months ended  January 31, 2006
of $4,000  reflects a decrease  of $26,000  from  income of $22,000 for the same
period in fiscal 2005.  Art revenues are comprised of the proceeds from the sale
of antiquities  and  contemporary  art. Canal  recognized  gross sales of $0 and
$64,000  for  the  three  month   periods  ended  January  31,  2006  and  2005,
respectively.  Art  expenses are  comprised  of the cost of  inventory  sold and
selling,  general and administrative  expenses. Canal incurred cost of inventory
sold of $0 and $37,000 (net of a valuation  allowance of $0 and $24,000) as well
as  selling,  general and  administrative  expenses of $4,000 and $5,000 for the
three month  periods ended  January 31, 2006 and 2005,  respectively.  It is the
Company's policy to use the adjusted carrying value for sales,  thereby reducing
the valuation reserve proportionately as the inventory is sold.

Liquidity and Capital Resources

      While the  Company is  currently  operating  as a going  concern,  certain
significant  factors  raise  substantial  doubt about the  Company's  ability to
continue as a going  concern.  The Company has  suffered  recurring  losses from
operations and is obligated to continue making substantial annual  contributions
to its defined benefit pension plan. The financial statements do not include any
adjustments  that  might  result  from the  resolution  of these  uncertainties.
Additionally,   the  accompanying   financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.


                                       33
<PAGE>

      The Company's  variable rate mortgage notes (originally issued in 1998 and
amended  several times since then) are due May 15, 2009 and are held entirely by
the Company's  Chief  Executive  Officer and members of his family.  These notes
carry  interest at the rate of ten percent per annum.  These notes,  among other
things,  prohibit  Canal from becoming an  investment  company as defined by the
Investment  Company Act of 1940;  require  Canal to maintain  minimum net worth;
restricts  Canal's ability to pay cash dividends or repurchase stock and require
principal  prepayments  to be made  only  out of the  proceeds  from the sale of
certain  assets.  As of January 31, 2006,  the balance due under these notes was
$2,687,000, all of which is classified as long-term debt-related party.

      Cash and cash  equivalents  of  $257,000  at January  31,  2006  increased
$178,000 or 224.7% from $79,000 at October 31, 2005. Net cash used by operations
in fiscal 2006 was $62,000.  Substantially all of the 2006 net proceeds from the
sales of real  estate of $325,000  was used in  operations.  During  fiscal 2006
Canal decreased the balance of its liabilities by a total of $186,000.

      At  January  31,  2006  the  Company's   current   assets  exceed  current
liabilities by $0.1 million which was an increase of $0.2 million as compared to
October 31, 2005 when the Company's current liabilities  exceeded current assets
by $0.1  million.  The only  required  principal  repayments  under Canal's debt
agreements  for fiscal  2006 will be from the  proceeds  (if any) of the sale of
certain assets.

      As discussed above,  Canal's cash flow position has been under significant
strain for the past several years. Canal continues to closely monitor and reduce
where  possible  its  operating  expenses  and plans to continue  its program to
develop or sell the  property it holds for  development  or resale as well as to
reduce  the  level  of its  art  inventories  to  enhance  current  cash  flows.
Management  believes  that its income  from  operations  combined  with its cost
cutting  program and planned  reduction of its art  inventory  will enable it to
finance its current business  activities.  There can,  however,  be no assurance
that Canal will be able to effectuate  its planned art  inventory  reductions or
that its income from operations combined with its cost cutting program in itself
will be sufficient to fund operating cash requirements.

Other Factors

      Some of the  statements  in this Form 10-Q,  as well as  statements by the
Company in  periodic  press  releases,  oral  statements  made by the  Company's
officials to analysts and stockholders in the course of presentations  about the
Company  and   conference   calls   following   earning   releases,   constitute
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. Such  forward-looking  statements  involved known
and unknown  risks,  uncertainties  and other  factors that may cause the actual
results,  performance or achievements of the Company to be materially  different
from any future results, performance or achievements expressed or implied by the
forward-looking statements.


                                       34
<PAGE>

ITEM III. Quantitative and Qualitative Disclosures About Market Risk

      The  Securities  and  Exchange  Commission's  rule  related to market risk
disclosure  requires  that we describe and quantify  our  potential  losses from
market risk sensitive  instruments  attributable  to reasonably  possible market
changes.  Market risk sensitive  instruments  include all financial or commodity
instruments and other financial  instruments (such as investments and debt) that
are sensitive to future  changes in interest  rates,  currency  exchange  rates,
commodity  prices or other  market  factors.  We are not exposed to market risks
from changes in foreign  currency,  exchange  rates or commodity  prices.  As of
January 31, 2006, we do not hold derivative financial instruments nor do we hold
securities for trading or speculative  purposes.  Under our current policies, we
do not use  interest  rate  derivative  instruments  to manage our  exposure  to
interest rate changes.

      At January 31, 2006, the following long-term  debt-related party financial
      instruments  are  sensitive  to  changes  in  interest  rates by  expected
      maturity dates:

               As of         Fixed rate        Average         Fair
            January 31,        ($ US)       Interest Rate      Value
            -----------      ----------     -------------      -----
               2006           $     0            N/A
               2007                 0            N/A
               2008                 0            N/A
               2009             2,687             10%
               2010                 0            N/A
               Thereafter           0            N/A
                              -------
               Total          $ 2,687                          N/A (A)
                              -------                          -------

      (A)   Long-term debt related party:  it is not practicable to estimate the
            fair value of the related party debt.

ITEM IV. Controls and Procedures

      Our  management,  which  includes  our Chief  Executive  Officer and Chief
Financial  Officer,  has  conducted an evaluation  of the  effectiveness  of our
disclosure  controls and procedures (as defined in Rule 13(a)-14(c)  promulgated
under  the  Securities  Exchange  Act of  1934) as of  January  31,  2006  ("the
Evaluation Date") within 45 days prior to the filing date of this report.  Based
upon that  evaluation our Chief Executive  Officer and Chief  Financial  Officer
concluded that our  disclosure  controls and procedures are effective for timely
gathering,  analyzing and disclosing the information we are required to disclose
in our reports  filed under the  Securities  Exchange  Act of 1934,  as amended.
There have been no  significant  changes made in our internal  controls or other
factors that could significantly  effect our internal controls subsequent to the
Evaluation Date.


                                       35
<PAGE>

                                     PART II

                                OTHER INFORMATION


                                       36
<PAGE>

Item 1: Legal Proceedings:

      Also see Item 3 of Canal's October 31, 2005 Form 10-K.

      Canal and its  subsidiaries  are from time to time  involved in litigation
incidental to their normal business activities, none of which, in the opinion of
management,  will have a material adverse effect on the  consolidated  financial
condition and  operations  of the Company.  Canal was not a party to any ongoing
litigation  at January 31, 2006.  The  following  situation  did arise in fiscal
2005:

Environmental  Protection  Agency - Special  Notice  Letter  for  Investigation,
Portland, Oregon Property

      In 1989, the Company sold its 48 acre Portland, Oregon stockyard to Oregon
Waste  Systems,  Inc. On September  29, 2003,  the United  States  Environmental
Agency  (EPA)  placed  a 4.2  acre  portion  of that  property  on the  National
Priorities   List   pursuant  to  the   Comprehensive   Environmental   Response
Compensation and Liability Act (CERCLA), commonly known as the Superfund Act. In
a letter from the EPA dated June 27, 2005 the Company,  along with approximately
13 other  parties,  including  the current  owner and operator of the site,  was
notified  that it might be  liable  to  perform  or pay for the  remediation  of
environmental  contamination  found on and around the site. Since the receipt of
the  letter,  the Company  has been in  periodic  communications  with the other
parties who received a similar letter with respect to what action,  collectively
or individually,  should be taken in response to the EPA assertion of liability.
The  Company  believes  that the  remediation  of  contamination  of the site is
properly the  responsibility of other parties that have occupied and used it for
waste  recycling  purposes since 1961,  although under CERCLA the EPA is able to
assert  joint and  several  liability  against  all  parties  who ever  owned or
operated the site or generated or transported  wastes to it. This  investigation
is in its preliminary  stages and the Company  intends to vigorously  defend any
liability for  remediation.  At January 31, 2006, the liability for remediation,
if any, is not  estimatable  and  therefore no accrual has been  recorded in the
financial statements.

Item 2 and 3:

            Not applicable.

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

            None.

Item 5:     Other Information:

            None.

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

            (A)   Not applicable.

            (B)   None


                                       37
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 14th day of
March, 2006.

                                     CANAL CAPITAL CORPORATION


                                     By: /S/ Michael E. Schultz
                                         -----------------------------
                                         Michael E. Schultz
                                         President and Chief
                                         Executive Officer
                                         (Principal Executive Officer)

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

      Signature                          Title                    Date
      ---------                          -----                    ----


/S/ Michael E. Schultz            President and Chief
----------------------      Executive Officer and Director
Michael E. Schultz           (Principal Executive Officer)        March 14, 2006


                                Vice President-Finance
/S/ Reginald Schauder           Secretary and Treasurer
----------------------         (Principal Financial and
Reginald Schauder                 Accounting Officer)             March 14, 2006


/S/ Asher B. Edelman             Chairman of the Board
----------------------             and Director                   March 14, 2006
Asher B. Edelman


                                       38