U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM 10-KSB/A

                                    (Mark One)

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
                                     OR

        [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                     ______________ TO ______________

                   COMMISSION FILE NUMBER: 000-51245

                         NORTH SHORE CAPITAL ADVISORS CORP.
                  (Name of Small Business Issuer in Its Charter)

                         Delaware                     20-1354612
              (State or Other Jurisdiction of       (I.R.S. Employer
             Incorporation or Organization)         Identification No.)

                  20 Marlin Lane, Port Washington, New York 11050
                 (Address of Principal Executive Offices) (Zip Code)

                      Company's telephone number: (516) 765-6220

Securities registered pursuant to Section 12(b) of the Exchange Act: None

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

        Common Stock, $0.0001 Par Value

     Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act [  ].

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

Yes    [X]      No  [  ]

     Indicate by check mark if there is no disclosure  of  delinquent  filers in
response to Item 405 of Regulation S-B 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 [X]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12B-2 of the Exchange Act Yes [X] No [ ]

     State issuer's revenues for its most recent fiscal year: $18,267

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified  date  within the past 60 days:  Registrant's  common  stock has not
traded and there is no market for the common stock at this time. Based solely on
the price per share of $1.00 paid to the registrant in the most recent  purchase
of shares of common stock by third party  investors in the past, it is estimated
that the aggregate market value of the voting and non-voting  common equity held
by non-affiliates is approximately $64,150.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity:  As of March 27, 2008,  282,350 shares of common stock, par value
$.001 per share, were outstanding.

                Documents Incorporated by Reference
                               None

Transitional Small Business Disclosure Format (check one): Yes  [  ]   No  [X]

Explanatory Note

     North Shore Capital Advisors Corp. (the "Company") is filing this Amendment
on Form  10-KSB/A for the fiscal year ended  December 31, 2007 in order to amend
and restate Item 8 A(T) - Controls and Procedures.


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ITEM 8A(T).  CONTROLS AND PROCEDURES

     Management's  annual report on internal  control over financial  reporting.
     __________________________________________________________________________

     Our  Chief  Executive  Officer  ("CEO"),  who is also our  Chief  Financial
Officer,  is responsible  for  establishing  and maintaining  adequate  internal
controls over financial reporting,  as such term is defined in Rule 13a-15(f) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

     Internal  controls  over  financial  reporting  is  promulgated  under  the
Exchange Act as a process  designed by, or under the supervision of, our CEO and
effected by our board of directors,  management and other personnel,  to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted  accounting  principles  and  includes  those  policies  and
procedures that:

     -    Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     -    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  and that our receipts
          and expenditures are being made only in accordance with authorizations
          of our management and directors; and

     -    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition  or disposition of our assets that could
          have a material effect on the financial statements.

     Readers are cautioned that internal controls over financial  reporting,  no
matter how well  designed,  have  inherent  limitations  and may not  prevent or
detect misstatements. Therefore, even effective internal controls over financial
reporting can only provide  reasonable  assurance  with respect to the financial
statement preparation and presentation.

     Our  management,   with  the  participation  of  the  CEO,   evaluated  the
effectiveness of the Company's internal controls over financial  reporting as of
December 31, 2007. In making this  assessment,  our management used the criteria
set  forth  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission  (COSO) in Internal  Control -  Integrated  Framework.  Based on this
evaluation,  our management,  with the participation of the CEO, who is also our
Chief Financial  Officer,  concluded that, as of December 31, 2007, our internal
controls over financial reporting were effective.

     Changes in Internal Control over Financial Reporting.
     ____________________________________________________

     Further,  there were no  changes in the  Company's  internal  control  over
financial  reporting  identified in connection  with the evaluation  required by
paragraph  (d) of Rule  13a-15 of the  Exchange  Act that  occurred  during  the
Company's  fourth  fiscal  quarter  of 2007  that  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

     Disclosure Controls and Procedures.
    ____________________________________

     Our management,  under the supervision  and with the  participation  of our
CEO, has evaluated the  effectiveness of our disclosure  controls and procedures
as defined in Exchange Act Rules  13a-15(e)  and  15d-15(e) as of the end of the
period covered by this Report.

     Disclosure  controls  and  procedures  reporting as  promulgated  under the
Exchange Act is defined as controls and  procedures  that are designed to ensure
that information  required to be disclosed by the Company in the reports that it
files or submits under the Act are recorded, processed,  summarized and reported
within the time periods  specified in the Securities  and Exchange  Commission's
(the "SEC") rules and forms.  Disclosure controls and procedures include without
limitation, controls and procedures 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  accumulated  and  communicated  to the  Company's  management,
including  its  CEO  and  CFO,  or  persons  performing  similar  functions,  as
appropriate to allow timely decisions  regarding required  disclosure.  Based on
such  evaluation,  our CEO has concluded that these controls and procedures were
not  effective in providing  reasonable  assurance  that  information  requiring
disclosure is recorded, processed,  summarized and reported within the timeframe


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specified  by the SEC's  rules and forms  because we did not  timely  report our
findings with respect to our the internal  controls over financial  reporting in
our annual report, as such term is defined in Rule 13a-15(f). We have since that
time  identified  the problem,  filed our findings  with respect to our internal
controls over  financial  reporting,  and we believe that as of the date of this
report, our disclosure controls and procedures are effective.

     This Report does not include an attestation report of our registered public
accounting firm regarding our internal  controls over financial  reporting.  The
disclosure contained under this Item 8A(T) was not subject to attestation by our
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit us to provide only the disclosure under this Item 8A(T) in this Report.

ITEM 13.  EXHIBITS

EXHIBIT NO.
----------

3.1      Certificate of Incorporation of NSCA*
3.2      Bylaws of NSCA*
4.1      Form of Warrant*
10.1     Financial Services Consulting Agreement between NSCA
         and The Telmarc Group, LLC*
10.2     Financial Services Consulting Agreement between NSCA
         and Rivkalex Corp.*
10.3     Employment Agreement between NSCA and Steven Cohen*
10.4     Agreement between NSCA and Steven Cohen*
10.5     Agreement between NSCA and The Gorlin Companies*
10.6     Letter Agreement between NSCA and Krovim LLC dated June 18, 2005*
10.7     Escrow Agreement among NSCA and the founding stockholders of NSCA*
10.8     Agreement among NSCA, Harron, S.A., Dan Mamane and Rosalind Davidowitz
         effective March 13, 2007.*
31.1     Certification of Chief Executive and Chief Financial Officer pursuant
         to Section 302 of the Sarbanes-Oxley Act of 2002
32.1     Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002

* previously filed

                               SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned,  thereunto
duly authorized.


Date:  November 4, 2008
                          NORTH SHORE CAPITAL ADVISORS CORP.

                      /s/ Steven Cohen
                          Steven Cohen
                          Chief Executive Officer and Chief Financial Officer
                         (Principal Executive, Financial and Accounting Officer)


     In  accordance  with the Exchange  Act,  this report has been signed by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

    Signature      Title                                      Date
/s/ Steven Cohen   Chief Executive Officer,
    Steven Cohen   Chief Financial Officer and Director       November 4, 2008



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EXHIBIT 31.1
              CERTIFICATION

I, Steven Cohen, certify that:

     1. I have reviewed this annual report on Form 10-KSB of North Shore Capital
Advisors Corp.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial condition,  results of operations and cash flows of North
Shore Capital Advisors Corp. as of and for, the periods presented in this annual
report;

     4. North Shore Capital Advisors Corp.'s other certifying officers and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control
over  financial  reporting  (as  defined in  Exchange  Act Rules  13a-15(f)  and
15d-15(f)) for North Shore Capital Advisors Corp. and have:


     a.  Designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that material information relating to North Shore Capital Advisors Corp.,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this annual report is
being prepared;

     b. Designed such internal control over financial reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles;

     c.  Evaluated the  effectiveness  of North Shore Capital  Advisors  Corp.'s
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure  controls and procedures as of the end
of the period covered by this annual report based on such evaluation; and

     d.  Disclosed  in this  report any change in North Shore  Capital  Advisors
Corp.'s internal control over financial  reporting that occurred during its most
recent  fiscal  quarter  (North Shore  Capital  Advisors  Corp.'s  fourth fiscal
quarter in the case of an annual  report) that has  materially  affected,  or is
reasonably  likely to materially  affect,  North Shore Capital  Advisors Corp.'s
internal control over financial reporting.

     5. North Shore Capital  Advisors  Corp.'s other  certifying  officers and I
have  disclosed,  based on our most recent  evaluation of internal  control over
financial  reporting,  to North Shore Capital  Advisors Corp.'s auditors and the
audit committee of North Shore Capital  Advisors  Corp.'s board of directors (or
persons performing the equivalent functions):

     a. All significant  deficiencies  and material  weaknesses in the design or
operation  of internal  control  over  financial  reporting  which are likely to
adversely  affect  North  Shore  Capital  Advisors  Corp.'s  ability  to record,
process, summarize and report financial information, and

     b. Any fraud,  whether or not material,  that involves  management or other
employees who have a significant  role in North Shore Capital  Advisors  Corp.'s
internal control over financial reporting.



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Date: November 4, 2008


/s/ Steven Cohen
Steven Cohen
Chief Executive Officer and Chief Financial Officer


EXHIBIT 32.1

                       NORTH SHORE CAPITAL ADVISORS CORP.

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report of North Shore Capital  Advisors Corp.
(the  "Company")  on Form 10-KSB for the year ending  December 31, 2007 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Steven Cohen,  Chief  Executive  Officer and Chief  Financial  Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

     1. The Report fully  complies  with the  requirements  of section  13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2.  To my  knowledge,  the  information  contained  in  the  Report  fairly
presents,  in all  material  respects,  the  financial  condition  and result of
operations of the Company as of the period covered by the Report.

/s/  Steven Cohen
     Steven Cohen
     Chief Executive Officer and Chief Financial Officer

November 4, 2008
















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