UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year ended December 31, 2005

           [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACTS OF 1934

   For the transition period from _____ to _____. Commission file number ____

                              INTERIM CAPITAL CORP

        (Exact name of Small Business Issuer as specified in its charter)

                   Nevada                               02-0638350
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)

  3960 Howard Hughes Parkway, Suite 500              (972) 745-3020
        Las Vegas, Nevada 89109
(Address of Principal Executive Offices)        (Issuer's telephone number)

Securities registered under Section 12(b) of the Act: none

Securities registered under Section 12 (g) of the Act: COMMON, par value $.001

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the Company was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

Yes (X)  No ( )

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.

Yes ( )  No (X)

State issuer's revenues for the most recent fiscal year: 310,215

The number of shares  outstanding of the issuer's Common Stock, $.001 par value,
as of February 1, 2006 was 10,505,000 shares.


<PAGE>

                             Index to Annual Report


                                     PART I


ITEM 1 BUSINESS                                                          Page 3

ITEM 2 PROPERTIES                                                        Page 5

ITEM 3 LEGAL PROCEEDINGS - INTERIM CAPITAL CORP                          Page 5

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               Page 6


                                     PART II


ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND
       RELATED STOCKHOLDER MATTERS                                       Page 6

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS                              Page 6

ITEM 7 FINANCIAL STATEMENTS                                              Page 10

            Independent Auditor's Report                                 Page 10
            Consolidated Balance Sheet                                   Page 11
            Consolidated Statements of Operations                        Page 12
            Consolidated Stockholders Deficit                            Page 13
            Consolidated Statements of Cash Flows                        Page 14
            Notes to Consolidated Financial Statements                   Page 16

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
       ON ACCOUNTING AND FINANCIAL DISCLOSURE                            Page 19

            Item 8A - Controls and Procedures                            Page 19
            Item 8B - Other information                                  Page 19

                                    PART III


Item 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
       COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                 Page 20

ITEM 10 EXECUTIVE COMPENSATION                                           Page 21

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   Page 21

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   Page 22

ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K                                 Page 23

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES                           Page 23







                                       2
<PAGE>

INTRODUCTION

This report contains forward-looking statements and the Company's actual results
could  differ  materially  from  those  anticipated  in  these  forward  looking
statements as a result of numerous factors,  including those set forth below and
elsewhere in this report.

                                     PART I

ITEM 1 DESCRIPTION OF BUSINESS

Headquartered in Las Vegas,  Nevada,  with an office in Dallas,  Texas,  Interim
Capital Corp.  (the  "Company" or "ICC") was organized by the filing of articles
of  incorporation  with the  Secretary of State of the State of Nevada in August
2002.  Interim  Capital Corp.  was formed with the express  purpose of assisting
private  companies  through  the  preparation  and  filing  of all the  required
documents  with  regards  to the  listing  of the  client  company on the public
markets.

The objectives of Interim Capital Corp. are to:

o    Assist our client  companies  in  achieving  their fair  market  value both
     internally and externally;

o    Become the intermediary to facilitate the steps involved, from inception to
     completion, with small public offerings;

o    Orchestrate the client's conversion from private to public; and

o    Utilize a thorough  network of contacts to manage small public offerings in
     a timely and profitable manner.

Interim Capital Corp.  intends to create these  opportunities  through the close
relationship  it  intends  to  develop  with  prospective  client  companies  by
providing them cost-saving  personal services.  As an extension of this service,
ICC  intends  to  then  be  able  to  offer  the   prospective   client  company
opportunities  to not only save money but actually  increase their time value by
allowing  the  client  company  to  maintain  a  strict  focus on its day to day
operations.

Our business will be to consult with and help to develop  established  companies
seeking to become  publicly  traded by providing or arranging  for the necessary
financing,  management,  legal,  accounting  and related  services  and a public
vehicle.  We expect to generate revenue by providing our consulting  services to
our portfolio companies.  After a client company becomes publicly traded, we may
continue to provide  strategic,  managerial and operational  support and we also
may seek  representation on the board of directors of the company.  We intend to
provide  or arrange  for our  portfolio  companies'  financial,  operations  and
management  needs to facilitate their shares becoming  publicly  traded.  We may
also  engage  investment  banks  and  others to  provide  alternate  methods  of
financing for the ongoing operations of or, if desired,  exit strategies for our
portfolio  companies  through  initial  public  offerings  or  finding  suitable
acquiring  companies.  Typical  transaction  values are  expected  to range from
approximately $50,000 to $300,000 with an upward limit of approximately $500,000
in addition to receiving a percentage of the company's stock.

We are currently seeking to identify  portfolio or client companies whose shares
are capable of being publicly  traded which are at a stage of  development  that
would benefit from our business  development,  management support, our financing


                                       3
<PAGE>

services, and market knowledge.  We will generally invest in client companies in
which we can  purchase  a large  enough  stake to enable us to have  significant
influence over the management and policies of such client companies,  to realize
a large enough return to compensate us for our investment of management services
provided to it and facilitating the provision of capital.

We hope to realize  value for our  investors  through  the  appreciation  of the
equity  positions,  which we will  take in client  companies,  and  through  our
consulting income. We anticipate that the average target length of our ownership
in the equity of a particular  investment will be  approximately 3 to 24 months,
although actual ownership periods may vary.

Principal Products and Services
-------------------------------

Interim  Capital  Corp.  intends to offer its advisory and  consulting  services
aimed directly to each potential client company's  particular needs,  which will
consist of a wide variety of  applications.  Interim  Capital  Corp.  strives to
become a  full-service  consulting  company,  bridging  the gap  between  client
companies  and the  financial  community  to  provide  the tools and  experience
necessary to benefit in today's fast paced business world.  The line of services
ICC intends to provide are:

     o    Perform a review of the  business  plan or summary,  review the income
          statement and balance sheet,  and review the financial  projections of
          the client  company to help  strategically  position the company to be
          properly evaluated by potential investors;

     o    Analyze,  evaluate  and make  recommendations  regarding  the  current
          capital  structure  and position the company to be able to list on the
          OTC  market  and make  suggestions  on the type of  capital  formation
          offering is to be used;

     o    Identify and meet with brokers,  underwriters,  market makers, venture
          capital  firms,  analysts  and  institutional  entities,  and media to
          effectively  communicate the value and vision of the client company to
          help increase shareholder value; and

     o    Make introductions to other consulting or professional  individuals or
          firms that will  fulfill  the  requirements  of filing,  listing,  and
          trading of the client company.

The duties Interim Capital Corp.  intends to provide its client companies are as
follows:
Auditor  Introduction  - assist the client  company in locating and retaining an
independent  certified public  accountant,  properly  certified by the AICPA SEC
Practice Section,  to perform audits necessary for the SB-2 or 10SB registration
statement and the Form 211 information statement.

Form SB-2 or 10SB  Registration  - assist the client  company  in  locating  and
retaining  a  Securities  Attorney  for the  preparation  and  filing of all the
required  documents with regards to the Form SB-2 or Form 10SB registration with
the SEC. Included under this registration are the following documents:

     |X|  Offering  circular  on Form  SB-2  or  other  appropriate  memorandum,
          developed pursuant to the Securities Act of 1933 or the Securities Act
          of 1934;

     |X|  Uniform Application to Register Securities (Form U-1), if applicable;

     |X|  Uniform  Consent  to  Service  of  Process  (Form  U-2 and  U-2A),  if
          applicable;

     |X|  Assist the client  company in  answering  any and all comment  letters
          from the SEC  incident to the filing of the SB-2 or 10SB  registration
          statement; and

     |X|  Other required documents (not to include documents  unrelated to those
          mentioned previously in this section).



                                       4
<PAGE>

Form  211  Development  -  assist  the  client  company,  with  the  help of the
Securities  Attorney,  in the  preparation  of the Form 211 to be filed with the
National  Association of Securities Dealers,  Inc. ("NASD"),  by the appropriate
licensed market maker, as the original application for listing of the securities
of the client  company on the Pink  Sheets  and/or  OTCBB.  Included  under this
subparagraph are the following documents and services:

     |X|  Form 211 information statement;
     |X|  Appropriate exhibits;
     |X|  Application and Coordination Work with a Transfer Agent;
     |X|  Financial Statement Audit Coordination;
     |X|  Assist the client  company in  answering  any and all comment  letters
          from the  NASD  incident  to the  filing  of the Form 211  information
          statement; and
     |X|  Other required documents (not to include documents  unrelated to those
          mentioned previously in this section).

Transfer  Agent  Introduction  - assist client in located and retaining a fully-
compliant  Transfer  Agent that can  perform  services  as a transfer  agent and
registrar,  perform annual meeting,  mailing,  dividend,  depository and special
services, along with various other services.

Regulation D, Blue Sky, and Standard and Poors Filings - assist client  company,
in locating a professional  consulting firm that will assist in filing necessary
information with regulatory bodies to insure client's  compliance with state and
federal regulations.

Market  Maker  Introduction  - assist  the  client  company  with  locating  and
negotiating a contract with a registered  level three market maker who will file
the  client  company's  Form 211 with the  NASD for the  listing  of the  client
company's securities on the OTCBB. A registered level three market maker has the
ability to enter or change quotes, execute orders, and send out confirmations of
trades.

Provision  of Services in Regulated  Industries - Note that the Company  assists
its clients in acquiring the services of other  service-providers in a number of
different market segments.  This includes the provision of services of attorneys
and the  services  of  broker-dealers.  The  Company  does not  provide any such
services  directly in any market  segment which is regulated.  While we have the
experience to understand  whether a client company has received the  appropriate
quality of services  from a  broker-dealer  or attorney,  we do not and will not
engage in services which may be construed as  underwriting or as the practice of
law,  for example.  However,  it is our ability to assist our clients in getting
the most valuable and best services from licensed  providers in these  regulated
market segments which is one of our most valuable services.

ITEM 2 DESCRIPTION OF PROPERTIES

The Company rents an office located at 3960 Howard Hughes Parkway,  Suite 500 in
Las Vegas, Nevada. The Company pays $200.00 a month for rent on a month to month
basis.

ITEM 3 LEGAL PROCEEDINGS - INTERIM CAPITAL CORP

There is no current or pending  litigation,  claims or counter claims  involving
the Company as a Defendant.

The Company, acting as General Partner to Shocker 100 Index, LP ("Shocker"), has
initiated litigation against Robert Taccia, Alex Tandy, Vincenzo Arcobelli,  and
Tony Cammarano  ("Taccia  Group").  Shocker's claim is that the Taccia Group did
not  perform  under  contractual  obligations.  Shocker  is asking for return of
1,200,000 shares of Mircotrakgps  common stock, return of $50,000 cash loaned to



                                       5
<PAGE>

American Beauty College of Ft. Worth,  Texas,  and attorney's  fees. The lawsuit
was recently  filed and no outcome can be estimated.  No  counterclaim  has been
made  against the Company in this action and we do not believe that there exists
any claim or counterclaim which might be made against the Company.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                     PART II

ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET

The Company's Common Stock is not currently traded on any exchange.

NUMBER OF SHAREHOLDERS AND TOTAL OUTSTANDING SHARES

As  of  December  31,  2005,  there  were  10,505,000  shares  of  Common  Stock
outstanding  held  by  thirty-seven  (37)  shareholders  of  record  and one (1)
business trust.

DIVIDENDS

The Company has paid no cash  dividends to date and does not  anticipate  paying
any cash dividends on its Common Stock in the  foreseeable  future.  The Company
intends  to retain  its  earnings,  if any,  to  finance  the  expansion  of its
business,  to make  additional  investments  and/or  acquisitions  and for other
general  corporate  purposes.  Any  payment of future  dividends  will be at the
discretion of the Board of Directors and will depend upon,  among other factors,
the Company's earnings,  financial  condition,  capital  requirements,  level of
indebtedness,  contractual restrictions with respect to the payment of dividends
and other considerations the Board of Directors deems relevant.

PREFERRED SHARES

None.

OPTIONS

As of December 31, 2005,  there are  3,555,000  outstanding  options to purchase
common  stock held by two (2)  individuals  and one (1)  business  trust.  Jason
Freeman and Chasity  Thompson were offered  options to purchase  common stock on
January 1, 2004,  in the amount of  1,200,000  shares  each at par value.  These
options  vested 50% on July 1, 2004 and fully vested on December  31, 2004.  The
options  expire on  December  31,  2006 if not  exercised.  BBX Unit  Investment
Business Trust was offered  options to purchase common stock on January 1, 2004,
in the amount of 1,155,000 shares at par value. These options vested 50% on July
1, 2004 and fully vested on December 31,  2004.  The options  expire on December
31, 2006 if not exercised.

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management's Analysis of Business

We intend to be a  diversified  company that  provides  various  consulting  and
financial services for private,  operating,  non-startup companies, in a variety
of industries,  which wish to become publicly traded companies. We are currently
focusing  on  opportunities  in all phases of  technology  as well as  companies
offering durable and non-durable  consumer goods,  including and not limited to,
software and hardware,  Internet telephony applications,  e-commerce,  broadband
technologies  and any other technology or goods which can be utilized by any and
all  types  of  industries  and/or  consumers.  We will  work  closely  with our
portfolio  companies to provide numerous  operational and management services to
build value in preparation for the companies'  shares becoming  publicly traded.



                                       6
<PAGE>

Generally,  these  established  companies lack the resources to achieve critical
mass for, among other things,  marketing and  distribution of its products.  Our
services include active strategic  management,  operating  guidance,  merger and
acquisition   assistance,   board  and  management  recruitment  and  innovative
financing.  We intend to operate as a long-term partner. Our portfolio companies
will  include  public and  privately  held  companies to grow  individually  and
collectively  so that together  they can share  resources and bring value to our
shareholders.

We believe that our strategy of operating through separate companies rather than
through  wholly owned  subsidiaries  or divisions  would enable us to ultimately
achieve above-average returns for our stockholders. This strategy will enable us
to partner  with highly  motivated  entrepreneurs  who have  significant  equity
ownership stakes in their companies and the chance to reap the rewards of taking
their company public. Not all of our private portfolio companies are appropriate
to become publicly traded. We will also consider mergers,  sales and traditional
initial public  offerings in evaluating the best way to enhance the value of our
private companies.  After taking a company public, we intend to generally retain
an ownership interest and board representation,  and, if necessary,  continue to
provide strategic, managerial, and operational support.

Marketing and Promotional Strategy

Interim  Capital  Corp.'s  mission is to utilize the small business SEC programs
and  exemptions  to provide  its  clients  with an  understanding  of the equity
markets through our professional  corporate business  consulting  services aimed
toward meeting their business management needs without the high costs associated
with Investment Bankers,  Venture  Capitalists,  or Securities Legal Firms. From
inception to the present,  Interim  Capital  Corp.  has relied  primarily on the
knowledge and ability of its Chief Executive Officer,  Mark Lindberg, to develop
new  business   through  his   extensive   network  of  industry   contacts  and
relationships.  In the  immediate  future,  the Company will  maintain a similar
focus for its marketing and promotional strategies as the necessity to advertise
the Company's  services is not  detrimental  to its possible  future  successes.
Management's  "time-value"  philosophy  has been the  driving  force  behind the
Company's operations,  and the Company intends to maintain the same focus in the
future.

Management  believes the absence of high overhead and cost of operations affords
the Company an  additional  benefit to its  potential  clients in its ability to
offer its services at a price below industry standards. For most, the conversion
from  private  status to  publicly  traded  can not only be time  consuming  but
expensive.  Due diligence by management and experience  within the industry show
that fees can range  upwards  of  $200,000  USD to  $500,000  USD when a company
desiring  to  enter  the  public  markets   utilizes   larger   companies  or  a
conglomeration of several entities to accomplish its objectives. Interim Capital
Corp.,  with its relatively  low cost of operations  believes it can provide the
same  series of services  to its client  companies  for a fraction of that cost.
This advantage combined with the Company's "time value" philosophy together make
for a win-win situation for the Company and its clients.

Plan of Operation.

We will seek to identify companies which are capable of becoming publicly traded
in each respective industry segment and which are at a stage of development that
would  benefit  from our  support and market  knowledge.  We  generally  seek to
acquire a proportional stake in our portfolio  companies (between 10% to 20%) to
enable us to have some influence over the management and policies of the company
and to realize a significant  enough return to compensate us for our  investment
of management time and effort, as well as capital.  These companies will need to
be able to operate independently as an isolated business.

We gain  exposure to  established  companies  through  referrals  from  existing
companies and individuals with whom we have contacts,  through  participation in
our seminars that are planned  throughout the country and our relationship  with
venture capital and private equity funds.


                                       7
<PAGE>

Established  companies  traditionally  seek  financing  for growth from  several
primary  sources:   independent  private  venture  capital  funds,   traditional
financial  institutions  such as  banks  and  investment  banks,  and  corporate
strategic  investors.  Each of these sources has disadvantages for our potential
portfolio  companies.  Venture  capital funds  generally are  established  for a
limited term and their primary goal is to maximize their financial return within
a short  time  frame.  A venture  capital  fund  often  seeks to  liquidate  its
investment in a company by encouraging  either an early initial public  offering
or a sale. In addition, traditional venture capital funds generally have limited
resources  available to provide managerial and operational support to a company.
Financial   institutions,   such  as  banks  and  investment  banks,  require  a
substantial  amount of  collateral  and other  stringent  requirements  that our
portfolio companies may lack.

We  believe  that our  relationship  with our  portfolio  companies  offers  the
benefits of both the venture  capital  model and the  strategic  investor  model
without the related drawbacks. We intend to have both the capital and managerial
resources  to provide  financing  and  strategic,  managerial,  and  operational
support  as  needed  by our  potential  portfolio  companies.  In  addition,  we
encourage our potential  portfolio  companies to achieve the superior returns on
investment  generally  provided by public offerings,  but only if and when it is
appropriate for the development of the business of that company.

Our  corporate  staff will,  if necessary,  provide  hands-on  assistance to the
managers  of our  portfolio  companies  in the areas of  management,  financial,
marketing, tax, risk management,  human resources, legal and technical services.
Again,  if  necessary,  we will assist our  portfolio  companies by providing or
locating and  structuring  financing,  identifying  and  implementing  strategic
initiatives,   providing  marketing   assistance,   identifying  and  recruiting
executives  and  directors,  assisting in the  development  of equity  incentive
arrangements  for  executives  and  employees,   and  providing   assistance  in
structuring,  negotiating,  documenting, financing, implementing and integrating
mergers and acquisitions.

We believe that the entrepreneurial energy and creativity of the managers of our
portfolio  companies are an essential  component of their success.  Our business
strategy of bringing portfolio  companies public,  rather than folding them into
the  parent  company,  is  designed  to  maintain  a  continued  entrepreneurial
environment.  The  entrepreneurs  and their teams retain and are granted  equity
ownership and incentives in their own companies in order to keep them focused on
creating value for their stockholders as well as our Company.

FORWARD LOOKING STATEMENTS

Certain  statements  contained in this report that are not  historical  fact are
"forward-looking  statements" as that term is defined in the Private  Securities
Litigation  Reform Act of 1995. The words or phrases "will likely  result," "are
expected  to,"  "will  continue,"  "is  anticipated,"  "believes,"  "estimates,"
"projects" or similar expressions are intended to identify these forward-looking
statements.  These statements are subject to risks and uncertainties  beyond our
reasonable  control  that  could  cause  our  actual  business  and  results  of
operations  to differ  materially  from those  reflected in our  forward-looking
statements.  The safe harbor  provisions  provided in the Securities  Litigation
Reform Act do not apply to  forward-looking  statements  we make in this report.
Forward-looking  statements  are  not  guarantees  of  future  performance.  Our
forward-looking  statements  are  based on  trends  which we  anticipate  in our
industry  and our good  faith  estimate  of the  effect on these  trends of such
factors as industry capacity,  product demand and product pricing. The inclusion



                                       8
<PAGE>

of projections  and other  forward-looking  statements  should not be regarded a
representation by us or any other person that we will realize our projections or
that any of the  forward-looking  statements  contained in this  prospectus will
prove to be accurate.

RESULTS OF  OPERATIONS  FOR THE YEAR ENDED  DECEMBER  31, 2005  COMPARED TO YEAR
ENDED DECEMBER 31, 2004

REVENUES

The  Company's  revenues  decreased  by 36% to  $310,215  for the period  ending
December 31, 2005 down from $479,210 for the same period last year. The decrease
in revenues was  attributable  to the  Company's  efforts in working with fewer,
more time consuming  clients.  The attention to fewer clients by management will
hope to  enhance  revenue in the  future by  dedicating  more time and effort to
those clients.

COSTS AND EXPENSES

The  Company's  expenses  were reduced by 44% to $259,802 for the period  ending
December 31, 2005 down from $460,123 for the same period last year. The decrease
in costs was attributable to the Company's efforts mentioned above.

The income before taxes increased 263% to $58,523 for the period ending December
31, 2005 up from $18,212 for the same period last year.

For the twelve months ended December 31, 2005, the Company  incurred General and
Administrative costs of $91,697 and Depreciation and Amortization costs of $0 as
compared to $160,891 and $0, respectively for the same period last year.

CAPITAL EXPENDITURES

We do not have any large capital expenditures planned for 2006.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  management  believes it has a good mix of cash and  resources to
sustain operation for 2006.

Basis of presentation.

The preparation of financial  statements in conformity  with Generally  Accepted
Accounting Principles 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.









                                       9
<PAGE>

ITEM 7 FINANCIAL STATEMENTS

MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Interim Capital Corporation
Las Vegas, Nevada


We have audited the accompanying  balance sheets of Interim Capital  Corporation
as of  December  31, 2005 and the related  statements  of income,  stockholders'
equity, and cash flows for the period then ended. These financial statements are
the responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We  conducted  our audit in  accordance  with  auditing  standards of the Public
Company Accounting Oversight Board (PCAOB). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Interim Capital Corporation as
of December 31, 2005,  and the results of its  operations and its cash flows for
the  periods  then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

Moore & Associates, Chartered


/s/ Moore & Associates, Chartered

January 27, 2006





                                       10
<PAGE>

                           INTERIM CAPITAL CORPORATION
                                  BALANCE SHEET
                                DECEMBER 31, 2005

                                     Assets

                                                                        2005
                                                                    ------------
Current assets:
  Cash                                                              $     60,379
  Prepaid expenses                                                         4,707
                                                                    ------------

    Total current assets                                                  65,086
                                                                    ------------

Other assets:
  Investments - stocks                                                    66,112
  Convertible loan                                                          --
                                                                    ------------

    Total other assets                                                    66,112
                                                                    ------------


    Total assets                                                    $    131,198
                                                                    ============


                      Liabilities and Stockholders' Equity


Current Liabilities
  Federal income taxes payable                                      $     11,353
                                                                    ------------

    Total current liabilities                                             11,353
                                                                    ------------

    Total liabilities                                                     11,353
                                                                    ------------


Stockholders' equity:
  Common stock, $.001 par value, 200,000,000 shares
    authorized, 10,505,000 shares issued and outstanding                  10,505
  Additional paid-in capital                                              51,175
  Retained Earnings                                                       58,165
                                                                    ------------

Total stockholders' equity                                               119,845
                                                                    ------------


Total liabilities and stockholders' equity                          $    131,198
                                                                    ============






    The accompanying notes are an integral part of the financial statements.


<PAGE>

                           INTERIM CAPITAL CORPORATION
                                INCOME STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004



                                                           2005          2004
                                                        ----------    ----------

Revenues                                                $  310,215    $  479,210
                                                        ----------    ----------

Cost and Expenses:
  Consulting                                                96,000       138,390
  Advertising                                                  750           200
  Compensation and benefits                                 39,673        43,142
  Professional fees                                         31,682       117,500
  General and administrative                                91,697       160,891
                                                        ----------    ----------
                                                           259,802       460,123

Income from operations                                      50,413        19,087

Interest (income) expense                                      (10)         --

Capital (gain) loss                                         (8,100)          875
                                                        ----------    ----------

Income before income taxes                                  58,523        18,212

Provisions for income tax (benefit) expense                 12,371         3,451
                                                        ----------    ----------

Net income (loss)                                       $   46,152    $   14,761
                                                        ==========    ==========


Income (loss) per share
  Basic                                                 $   0.0044    $   0.0014
  Diluted                                               $   0.0033    $   0.0010








    The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
<CAPTION>

                           INTERIM CAPITAL CORPORATION
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2005 AND 2004





                                    Common Stock             Paid in        Retained                       Total
                                Shares        Amount         Capital        Earnings        Other         Equity
                             -----------    -----------    -----------    -----------    -----------    -----------
<S>                          <C>            <C>            <C>            <C>            <C>            <C>
Balance, December 31, 2003     7,601,000          7,601         (4,001)        (9,168)          --           (5,568)

Issuance of stock for
cash on 12/31/2004             3,225,000          3,225         61,275           --             --           64,500

Less: subscriptions
receivable                          --             --             --             --          (40,000)       (40,000)

Net Income                          --             --             --           14,761           --           14,761
                             -----------    -----------    -----------    -----------    -----------    -----------

Balance, December 31, 2004    10,826,000         10,826         57,274          5,593        (40,000)        33,693

Cash received
for subscriptions                   --             --             --             --           40,000         40,000

Forfeiture of stock on
12/31/05 for $6,420             (321,000)          (321)        (6,099)         6,420           --

Net Income                          --             --             --           46,152           --           46,152
                             -----------    -----------    -----------    -----------    -----------    -----------

Balance, December 31, 2005    10,505,000         10,505         51,175         58,165           --          119,845
                             ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

















    The accompanying notes are an integral part of the financial statements.

<PAGE>

                           INTERIM CAPITAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004




                                                            2005         2004
                                                         ---------    ---------
Cash flows from operating activities:

  Cash received from customers                           $ 321,215    $ 461,566
  Cash paid to suppliers                                  (307,293)    (340,448)
  Cash paid to employees                                   (37,215)     (40,550)
  Interest received                                             10         --
  Income taxes paid                                         (4,469)        --
                                                         ---------    ---------

    Net cash provided (used) by operating activities       (27,752)      80,568
                                                         ---------    ---------

Cash flows from investing activities:

  Proceeds from sale of investments                         15,600         --
  Purchase of investments - stocks                          (1,000)     (71,613)
  Collections on stock subscription                         40,000
                                                         ---------    ---------

    Net cash provided (used) by investing activities        54,600      (71,613)

Cash flows from financing activities:
  Sale of common stock                                        --         64,500
  Less: subscriptions receivable                              --        (40,000)
                                                         ---------    ---------

    Net cash provided by financing activities                 --         24,500
                                                         ---------    ---------

Net increase in cash                                        26,848       33,455

Cash at beginning of the year                               33,531           76
                                                         ---------    ---------

Cash at end of the year                                  $  60,379    $  33,531
                                                         =========    =========

Reconciliation of net income to net cash provided
(used) by operating activities:

  Net Income                                             $  46,152    $  14,761
  Adjustments to reconcile net income to
   net cash provided (used) by operating activities:
    (Gain) loss on sale of investments                      (8,100)        --
    (Increase) decrease in prepaid expenses                 (4,707)        --
    (Increase) decrease in note receivable                  11,000      (17,644)
    Increase (decrease) in accrued taxes                     7,903        3,451
    Increase (decrease) in unearned revenue                (80,000)      80,000
                                                         ---------    ---------

    Net Cash Provided by Operating Activities            $ (27,752)   $  80,568
                                                         =========    =========








     The accompanying notes are an integral part of the financial statements.


<PAGE>

                           INTERIM CAPITAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004




Supplemental disclosure of non-cash financing activities:

On December 31, 2005 a shareholder  relinquished  325,000 shares of common stock
with par value of $0.001 to the company. No cash was paid to the shareholder for
his stock.  These shares were cancelled at year end,  reducing  common stock and
additional paid in capital by $321 and $6,099,  respectively.  Retained earnings
increased by $6,420, the value of the shareholder's stock.






















    The accompanying notes are an integral part of the financial statements.


<PAGE>

                           INTERIM CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.       GENERAL ORGANIZATION AND BUSINESS

Interim Capital Corporation (the Company) was incorporated under the laws of the
state of Nevada on November 12, 2002. The Company was formed to assist  emerging
companies in capital formation.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

                                Accounting Basis
                                ----------------
The basis is accounting  principles  generally  accepted in the United States of
America.

Earnings (Loss) per Share
The basic earnings  (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year. The diluted  earnings  (loss) per share is calculated by
dividing the Company's net income (loss) available to common shareholders by the
diluted  weighted  average  number of shares  outstanding  during the year.  The
diluted  weighted  average  number of shares  outstanding  is the basic weighted
number  of  shares  adjusted  as of the  first of the  year for any  potentially
dilutive debt or equity.

On January 1, 2004 the Company issued 3,555,000 options to purchase common stock
at $0.001 per share.  These  options  are  considered  non-compensatory.  If the
optioned  shares  were  exercised  the  number of  shares  would  increase  from
10,505,000 to 14,060,000.

         Dividends
         ---------
The  Company  has not  adopted any policy  regarding  payment of  dividends.  No
dividends have been paid during the periods shown.

         Income Taxes
         ------------
The provision for income taxes is the total of the current taxes payable and the
net of the  change  in the  deferred  income  taxes.  Provision  is made for the
deferred  income  taxes  where  differences  exist  between  the period in which
transactions  affect  current  taxable income and the period in which they enter
into the determination of net income in the financial statements.

         Advertising
         -----------
Advertising is expensed when incurred. Advertising expense was $750 and $200 for
the years ended December 31, 2005 and 2004, respectively.

         Use of Estimates
         ----------------
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.

         Revenue
         -------
Revenue  for  consulting  is  recorded  when  earned.  Revenue  from  investment
securities sold is recognized when the securities are sold.

3.       STOCKHOLDERS' EQUITY

         Common Stock
         ------------
During the year 2002 the  Company  issued to its two  founders  1,000  shares of
stock each for services  rendered.  These shares were valued at $1.00 each for a
total of $2,000.

On October 10, 2003 the Company  purchased  from one of its  founders  his stock
(1,000 shares) for $6,000. The Founder was paid $1,000 in 2003 and the remainder
paid in 2004.

On December 31, 2005 a  shareholder  relinquished  his shares of common stock to
the  Company.  No value was  given to the  shareholder  for his  stock  (325,000
shares).  These shares have been cancelled by the transfer  agent,  reducing the
number of issued and  outstanding  shares of common  stock at December  31, 2005
from 10,826,000 to 10,505,000 shares.


<PAGE>

Sales conducted under Regulation D

On December  31,  2004,  the Company  completed  an offering of shares of common
stock in accordance  with  Regulation D, Rule 504 of the Securities Act, and the
registration  by  qualification  of the  offering  in the State of  Nevada.  The
Company sold 3,225,000 shares of common stock,  par value $0.001,  at a price of
$0.02 per share to 38 investors,  of which 37 are  unaffiliated  shareholders of
record and one is a trust managed by the Secretary,  Jason Freeman.  Mr. Freeman
disclaims  any  beneficial  ownership  in the trust,  but does  exercise  voting
control. The 37 non-affiliated  shareholders hold 3,125,000 shares of the common
stock. The one affiliated  shareholder holds 100,000 shares of common stock. The
offering  was sold for  $64,500  in cash.  All  investors  were,  at the time of
purchase, residents of the State of Nevada or the complete offer and sale of the
security was conducted in the State of Nevada as per their guidelines.

This  offering  was made in reliance  upon an  exemption  from the  registration
provisions  of the  Securities  Act of 1933,  as  amended,  in  accordance  with
Regulation  D, Rule 504 of the Act. In  addition,  this  offering  was on a best
efforts basis. In regards to the offering closed in December 2004,  listed below
are the factual circumstances which support the availability of Rule 504:

         1.       At the time of the  offering,  the  Company was not subject to
                  the reporting  requirements  of section 13 or section 15(d) of
                  the Exchange Act. Further, the Company is not now, nor was the
                  Company  at the  time  of the  offering,  considered  to be an
                  investment company.  Finally, since inception, the Company has
                  pursued a specific business plan, and continues to do so.

         2.       The  Company  was  issued a permit to sell  securities  by the
                  State of Nevada,  pursuant to our application for registration
                  by  qualification  of  offering  of our  common  stock in that
                  state. The application for  registration by qualification  was
                  filed pursuant to the provisions of NRS 90.490, which requires
                  the public  filing and delivery to investors of a  substantive
                  disclosure document before sale. In December 2004, the Company
                  completed  an offering of shares of common  stock  pursuant to
                  Regulation  D,  Rule 504 of the  Securities  Act of  1933,  as
                  amended,   and  the  registration  by  qualification  of  said
                  offering in the State of Nevada, whereby sold 3,225,000 shares
                  common  stock  were  sold to a total of 38  shareholders.  The
                  entire  offering  was  conducted  exclusively  in the State of
                  Nevada, pursuant to the permit issued by the State of Nevada.

         3.       The  aggregate  offering  price  for the  offering  closed  in
                  December 2004 was $64,500, all of which was collected from the
                  offering.

4.       RELATED PARTY TRANSACTIONS

The  officers  and  directors  of the  Company are  involved  in other  business
activities  and  may,  in  the  future,   become   involved  in  other  business
opportunities  as they become  available,  The officers and directors may face a
conflict in selecting  between the Company and their other  business  interests.
The Company has not formulated a policy for the resolution of such conflicts.

5.       PROVISION FOR INCOME TAXES

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and  liability  approach in accounting  for income taxes.  Deferred tax
assets  and  liabilities  are  recorded  based on the  differences  between  the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not that some or all of the deferred  tax assets will not be  realized.  For the
years 2003 and prior, In the Company's  opinion,  it was uncertain  whether they
will generate  sufficient  taxable income in the future to fully utilize the net


<PAGE>

deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax
asset  has  been  recorded.  The  total  deferred  tax  asset is  calculated  by
multiplying  a 15%  estimated  tax rate by the items  making up the deferred tax
account, the NOL. The total valuation allowance is a comparable amount.

The provision for income taxes is comprised of the net changes in deferred taxes
less the valuation  account plus the current taxes payable as shown in the chart
below.

                                                      12/31/05    12/31/04
                                                      --------    --------

         Tax Asset from NOL (net changes)             $      0    $ (1,119)
         Valuation account                                   0           0
         Current Taxes Payable                          11,353       4,570
                  Prior year overpayment                (1,018)          0
                                                      --------    --------
         Current Tax Expense                          $ 12,371    $  3,451
                                                      --------    --------

6.       OPTIONS

On January 1, 2004 the  Company  issued to two of its new  employees  options to
purchase stock along with a business trust.

         Number of shares              Option Purchase Price
         ----------------              ---------------------
         1,200,000                                    $0.001
         1,200,000                                     0.001
         1,155,000                                     0.001

These  options  vest 50% in six months  (July 1, 2004) and 100% on December  31,
2004.  They will expire on  December  31,  2006.  These  options are  considered
non-compensatory.

7.       THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS


Below is a listing of the most recent  accounting  standards and their effect on
the Company.


SFAS 148 Accounting for Stock-Based Compensation-Transition and Disclosure

Amends FASB 123 to provide  alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.

SFAS 149  Amendment  of  Statement  133 on  Derivative  Instruments  and Hedging
Activities

This  Statement  amends and  clarifies  financial  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives)  and for  hedging
activities under FASB Statement No. 133,  Accounting for Derivative  Instruments
and Hedging Activities.

SFAS 150 Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity

This  Statement  requires that such  instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial  instruments entered into
or modified after May 31, 2003.

Interpretation No. 46 (FIN 46)

Effective  January 31, 2003, The Financial  Accounting  Standards Board requires
certain variable interest entities to be consolidated by the primary beneficiary
of  the  entity  if  the  equity  investors  in  the  entity  do  not  have  the
characteristics  of a continuing  financial  interest or do not have  sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties. The Company has not invested
in any such entities, and does not expect to do so in the foreseeable future.



<PAGE>

The adoption of these new  Statements is not expected to have a material  effect
on the Company's financial position, results or operations, or cash flows.

8.       INVESTMENTS

The Company purchased shares, for cash, in private  transactions  believed to be
exempt from registration of the 1933 Act under Section 4 (1) or Section 4 (2).

COMPANY                                 SHARES     BOOK      FMV*      GAIN/
                                                  VALUE                LOSS
BKOU                                   112,500       113     5,625   $ 5,513
CEEH                                     1,000     1,000     1,300       300
SGUJ                                    65,000    65,000    65,650       650
                                                 -------

Total Book Value of Shares at 12/31/2005          66,113
                                                 -------

Total Book Value of Investments at 12/31/2005    $66,113
                                                 -------

*Based on the most recent  "sale" or close price as quoted on January 3, 2006 or
if none quoted, valued at purchase price.

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

ITEM 8A CONTROLS AND PROCEDURES

Disclosure  controls and procedures are controls and other  procedures  that are
designed  to ensure  that  information  required  to be  disclosed  by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and  communicated  to our management,  including our
principal  executive  and  financial  officer,  as  appropriate  to allow timely
decisions regarding required disclosure.

Evaluation of disclosure and controls and procedures

Based on their  evaluation of the Company's  disclosure  controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange Act
of 1934) as of the end of the  period  covered  by this  annual  report  on Form
10-KSB the Company's  chief  executive  officer has concluded that the Company's
disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded,  processed,  summarized and reported  within
the time periods  specified in the SEC's rules and forms and are operating in an
effective manner.

Changes in internal controls over financial reporting

There  were  no  changes  in the  Company's  internal  controls  over  financial
reporting or in other factors that have materially  affected,  or are reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.

ITEM 8B OTHER INFORMATION

None.


<PAGE>

                                    PART III

Item 9 DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

The following table includes the names,  ages and positions of our directors and
executive  officers as of December  31, 2005.  A summary of the  background  and
experience of each of these individuals immediately follows the table.

The following sets forth certain information with respect to executive officers,
directors, key employees and advisors of ICC as of December 31, 2005:



     NAME                 AGE          POSITION              OFFICER SINCE
---------------------- --------- ------------------------- ---------------------

Mark Lindberg             38     President,                        2002
                                 Chief Financial Officer

Jason Freeman             30     Vice President                    2003

Chasity Thompson          27     Secretary                         2003


Mark Lindberg,  President,  Chief Financial Officer,  and Director,  age 38, has
been  President,  Director,  and a  stockholder  of Interim  Capital  Corp since
November 2002. He serves as President,  Chief Financial Officer,  and a director
of the company.  Mr. Lindberg is also the Audit Committee  Financial  Expert for
the  company and he is not  independent.  Since 1996 he has served as an officer
and  director of several  publicly  traded  companies,  many in the  start-up or
development  phase. Mr. Lindberg is also Chief Financial Officer and Director of
Photonics Corp. (OTCBB:  PHOX).  Between 1991 and 1996, he was an executive with
National Health Care Discount,  Inc.,  Dallas,  a direct marketer of health care
and wellness services. An accounting graduate of Baker University, Baldwin City,
Kansas,  he began his business  career as a tax  specialist  with the  worldwide
accounting firm of Deloitte and Touche.

Jason  Freeman,  Vice  President,  age 31, is Vice President and Director of the
company  and  has  been  instrumental  in  assisting  with  investor   relations
development,  business  plan/marketing plan development,  and strategic business
planning for private and public  companies.  He also has 7 years experience with
Marketing & Management in the retail  industry.  Mr.  Freeman has also consulted
with various companies, both public and private, on ways to be more efficient in
their use of capital  and  manpower,  assisting  management  and sales  staff in
mapping out plans and  strategies  for  companies  to reach  specific  goals and
thresholds.  Mr.  Freeman  graduated  from Texas A & M University at Commerce in
1998.

Chasity  Thompson,  Secretary,  age 28, is Secretary and Director of the company
and has over seven years experience in various operational  management positions
with  both  public  and  private  companies  with a strong  emphasis  on  legal,
accounting,  business consulting, and securities compliance issues. Ms. Thompson
has  displayed  the work ethic needed to provide the  foundation of a successful
company and  specializes in mergers and  acquisitions,  capital  formation,  and
design  implementation.  Her  recent  focus  has been on  corporate  set-up  and
development,  encompassing  such  tasks  as  SEC  regulation  form  filings  and
corporate  documentation.  Ms.  Thompson has been  instrumental in her "customer
first" philosophy and dedication to client success will play an integral role in
the development of future business for the Company.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section  16(a) of the Exchange Act  requires  our  officers and  directors,  and
persons who own more than 10% of a registered class of our equity securities, to
file reports of ownership  and change in ownership  with the SEC. Our  officers,



<PAGE>
<TABLE>
<CAPTION>

directors and greater than 10%  stockholders  are required by SEC regulations to
furnish us with copies of all Section  16(a)  forms they file.  We believe  that
from  January  1, 2005  through  December  31,  2005,  the  filing  requirements
applicable to our officers,  directors  and greater than 10%  stockholders  were
timely  met.  In 2006,  the  Company  intends to aid and  assist  its  officers,
directors and greater than 10% stockholders to meet timely filing deadlines.

The board of directors of Interim  Capital Corp has determined  that it does not
have a financial expert on its Audit Committee.  Due to the limited transactions
and current "development stage" circumstances,  the board has determined that it
is not financially  prudent to have an audit committee.  Once a merger candidate
is  discovered  or operations  for the company  begin,  the board will include a
financial expert on its Audit Committee.

CODE OF ETHICS

Interim  Capital  Corp  has  adopted  a code  of  ethics  for its  officers  and
directors. We will provide to any person without charge, upon written request to
our above address, a copy of such code of ethics.

ITEM 10 EXECUTIVE COMPENSATION

The following  table sets forth the cash and other  compensation  we paid during
the last three fiscal years to our chief executive officer,  president and other
individuals who served as executive  officers and whose total  compensation  was
$100,000 or more.

---------------------------------------------------------------------------------------------------------
                                                                                            Long Term
                                                      Annual Compensation                  Compensation
---------------------------------------------------------------------------------------------------------
             (a)                        (b)       (c)        (d)             (e)               (f)
---------------------------------------------------------------------------------------------------------
Name and Principal Position            Year    Salary ($)  Bonus ($)    Other Annual     Restricted Stock
                                                                      Compensation ($)     Award(s) ($)
---------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>           <C>            <C>                <C>
Mark Lindberg                          2005      25,000        0              0                  0
President, Chief Financial             2004      25,000        0              0                  0
Officer                                ..................................................................
                                       2003        0           0          9,685 (1)          7,600 (2)
---------------------------------------------------------------------------------------------------------
Jason Freeman                          2005      6,000         0              0                  0
Vice President                         2004      5,000         0              0                  0
                                       ..................................................................
                                       2003        0           0              0                  0
---------------------------------------------------------------------------------------------------------
Chasity Thompson                       2005      6,000         0              0                  0
Secretary                              2004      5,000         0              0                  0
                                       2003        0           0              0                  0
---------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Compensation was paid in the form of cash ACL Consulting Corp.
(2)  Stock issued per consulting  services agreement to ACL Consulting Corp. Mr.
     Lindberg is the sole owner.

EMPLOYMENT AGREEMENTS

The  Company  does not  have an  employment  agreement  with  its  officers  and
directors.  The company  intends to pay its Executives  and Directors  salaries,
wages,  or  fees  commensurate   with  experience  and  industry   standards  in
relationship to the success of the company.

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain  information as of December 31, 2005 with
respect to the beneficial ownership of the Company's Common Stock by all persons
known  by the  Company  to be  beneficial  owners  of more  than 5% of any  such
outstanding  classes,  and by each  director and executive  officer,  and by all


<PAGE>

officers  and  directors  as a group.  Unless  otherwise  specified,  the  named
beneficial  owner has, to the Company's  knowledge,  sole voting and  investment
power. No beneficial owner, as defined by NASD Rule 2720(b)(2), of the Company's
Common Stock has any direct or indirect affiliation or association with any NASD
member.



Title of           Name of Beneficial Owner           Number of      % of Class
 Class                                                 Shares
----------- ------------------------------------- ----------------- ------------
Common      Mark Lindberg (1)                            1,000          0.00%
Stock       President
----------- ------------------------------------- ----------------- ------------
Common      Photonics Corp (1) (2)                   7,600,000          0.20%
Stock       Attn: Bryce Knight

Common      Jason Freeman(1)                                 0(4)       0.00%
Stock       Vice President

Common      Chasity Thompson(1)                              0(4)       0.00%
Stock       Secretary

Common      BBX Unit Investment Business               100,000(4)       0.92%
Stock       Trust(1) (3)
----------- ------------------------------------- ----------------- ------------
Common      Officers and Directors as a Group          7,701,000       71.12%
Stock

Notes
-----
1.   The address of Photonics Corp, Jason Freeman, Chasity Thompson, and BBX UIT
     is c/o Interim Capital Corp.,  3960 Howard Hughes  Parkway,  Suite 500, Las
     Vegas, Nevada 89109.
2.   Photonics  Corp  is a  Nevada  corporation,  Mark  Lindberg  is  the  chief
     financial officer and director.
3.   BBX Unit  Investment  Business Trust is a trust organized under the laws of
     Nevada and its general  partner is Pecos  Financial,  LLC, a Texas  limited
     liability  company.  Jason  Freeman is president of Pecos  Financial and is
     deemed to control  the Trust for the  benefit  of the trust  unit  holders.
     Jason Freeman is the sole member of Pecos  Financial,  but does not own any
     interest in the BBX UIT.
4.   Jason Freeman and Chasity  Thompson were offered options to purchase common
     stock on January 1, 2004,  in the amount of  1,200,000  shares  each at par
     value.  These  options  vested  50% on July 1,  2004 and  fully  vested  on
     December  31,  2004.  The  options  expire  on  December  31,  2006  if not
     exercised.  BBX Unit  Investment  Business  Trust was  offered  options  to
     purchase common stock on January 1, 2004, in the amount of 1,155,000 shares
     at par value.  These options vested 50% on July 1, 2004 and fully vested on
     December  31,  2004.  The  options  expire  on  December  31,  2006  if not
     exercised.  If Jason Freeman  exercises  all options,  he will own 9.98% of
     outstanding stock and Officers and Directors as a Group will control 74.01%
     of outstanding stock. If Chastity Thompson exercises all options,  she will
     own 9.98% of  outstanding  stock and Officers and Directors as a Group will
     control 74.01% of outstanding stock. If BBX Unit Investment  Business Trust
     exercises all options, the trust will own 10.47% and Officers and Directors
     as a Group will control  73.92% of  outstanding  stock.  If all options are
     exercised,  Officers  and  Directors  as a Group  will  control  78.27%  of
     outstanding stock.

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In lieu of cash consideration for the officers and directors, the company issued
7,600,000 shares of common stock to ACL Consulting Corp, an entity controlled by
the president of the company,  at par value $0.001,  for total  consideration of
$7,600.



<PAGE>

The  company  issued  options to purchase  1,200,000  shares,  each,  to Chasity
Thompson and Jason Freeman,  at par value $0.001. The options vested 50% on July
1, 2004 and fully vested on December 31,  2004.  The options  expire on December
31, 2006 if unexercised. The company issued 1,155,000 options to purchase common
stock to the BBX Unit  Investment  Business  Trust at par  value  $0.001.  Jason
Freeman is the President of the trustee of the BBX UIT and Pecos Financial,  but
disclaims any beneficial  ownership in the trust.  Mr. Freeman does have control
over the sale of the UIT's shares in Interim  Capital Corp.  The options  vested
50% on July 1, 2004 and fully vested on December 31, 2004. The options expire on
December 31, 2006.

The Company rents an office located at 3960 Howard Hughes Parkway, Suite 500 in
Las Vegas, Nevada. The Company pays $200.00 a month for rent on a month to month
basis.

ITEM 13 EXHIBITS AND REPORTS ON FORM 8K

a)        31.1 Certificate   of  Principal   Executive   Officer  and  Principal
               Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of
               the  Securities  Exchange  Act of 1934,  as adopted  pursuant  to
               Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).


          32.1 Certificate  of  Chief  Executive  Officer  and  Chief  Financial
               Officer  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
               to  Section  906  of  the   Sarbanes-Oxley  Act  of  2002  (filed
               herewith).


     (b)  Reports on Form 8-K. None

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. The aggregate fees billed for professional  services rendered by our
current principal  accountants for the audit of our annual financial  statements
and review of our quarterly financial  statements were $3,000 and $2,000 for the
years ended December 31, 2004 and 2003, respectively.

Audit-Related Fees: None

Tax Fees: The aggregate fees billed for  professional  services  rendered by our
current principal  accountants for the audit of our annual financial  statements
and review of our quarterly  financial  statements were $11,889 and $500 for the
years ended December 31, 2004 and 2003, respectively.

All Other Fees: None




<PAGE>

SIGNATURE

Pursuant to the  requirements  of Section 3 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
By the undersigned, thereunto duly authorized.

INTERIM CAPITAL CORP

DATE:    February 1, 2006

BY:  /s/ Mark Lindberg
   -------------------------
         Mark Lindberg
         President and CFO