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


                                    (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, 2005
                                     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.
                  (Exact Name of Company as Specified 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 Act: None

     Securities  registered  pursuant to Section 12(g) of the 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 [  ].

     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 Company
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-K  contained  herein,  and  will not be
contained,   to  the  best  of  Company'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: $15,100

     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 recent sales 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 21, 2006,  282,350 shares of common stock, par value
$.001 per share, were outstanding.


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

                                1

<PAGE>

OUR COMPANY

     North Shore Capital  Advisors Corp.  ("we" or "NSCA" or the "Company") is a
financial  services  and  management  consulting  firm which  delivers  hands-on
business  and  financial   consulting   services  including  corporate  advisory
services,   business   development   services,   mergers  &  acquisitions,   and
divestitures, including business and asset valuations. Our focus is on small and
emerging growth public and private  companies that historically have not had the
access to or resources to hire the larger,  more established  financial services
and management consulting firms. As of the date hereof, the Company has only one
part-time  employee,  its  President,  Steven Cohen.  Mr. Cohen has  substantial
experience in the financial services  industry,  having spent over fifteen years
at several major investment banking and financial services firms. See "Directors
and Executive  Officers,  Promoters and Control Persons".  The Company has three
clients and, through December 31, 2005, has generated  approximately  $13,500 in
revenues.  The Company's activities for its clients to date include advising one
client with respect to merger candidates, seeking investment opportunities for a
second client and general advisory work for all three of its clients.

     Mergers - We assist  private and public  companies  in merger  transactions
encompassing a spectrum of  requirements  from  valuations and evaluation of the
business  and  economic   attractiveness   of  a  potential  merger  partner  to
negotiations of definitive agreements.

     Acquisitions  - We  advise  clients  on  acquisition  strategies,  evaluate
corporate  synergies and negotiate  purchase  agreements.  Such acquisitions may
take  the form of stock or asset  transactions.  We use  industry  contacts  and
relationships,  extensive  databases and effective  search  concepts to identify
potential acquisition targets that fit with a client's business and strategy.

     Sales and  Divestitures  - We also advise  sellers of  specific  assets and
companies.  We  prepare  in-depth  valuations,   economic  models,   descriptive
memoranda,  research  the  marketplace  for the most  logical  buyers,  and work
proactively with our clients' legal and tax advisors.

     Corporate  Finance and Business  Development - We identify and evaluate the
strategic   merits  and   financial   attractiveness   of  potential   strategic
investments,  new business ventures,  capital sources and business combinations.
We assist  clients  develop  business  and  financial  strategies  and help them
prepare business plans and corporate presentations.

     Business  and Asset  Valuations  - We may provide  clients and their owners
with independent business and asset valuations with respect to the businesses of
our clients.  We will use proven financial  methodologies that derive value, and
incorporate   cross  functional   reviews  of  relevant   markets,   operational
capabilities and financial strengths and weaknesses.

     Since the  beginning  of 2005,  NSCA has entered  into  financial  services
consulting agreements with its first three clients.

     We may seek acquisitions or mergers with other entities in our current area
of business which are intended to enhance our value.  In the event we are unable
to identify suitable  acquisition or merger candidates,  we may elect to acquire
or merge with an entity in a related or unrelated  field.  To date,  we have not
identified any potential businesses to acquire or merge with.

Industry Background

     All aspects of the Company's business are highly competitive. We compete in
markets  directly with numerous  other firms in the areas of financial  services
and strategic advisory services,  including investment banking firms, investment
advisors,  management  and strategy  consulting  firms,  and certain  commercial
banks.

     The financial  services and management  consulting  industries  have become
considerably more concentrated as numerous firms have been acquired by or merged
into other firms.  This provides an opportunity  for NSCA to provide  consulting
services to smaller and emerging growth companies,  which services can generally
not be provided  on a  cost-efficient  basis by many of our larger  competitors.
However, these developments have increased competition from other firms, most of
which have  significantly  greater equity capital than the Company.  Legislative
and  regulatory  changes in the United  States allow  commercial  banks to enter
businesses  previously limited to investment banks, and several large commercial
banks,  insurance companies and other broad-based  financial services firms have
merged with other financial  institutions.  Most of these firms have far greater
capital than the Company and have the ability to offer a wide range of products,
from loans,  deposit-taking  and insurance to brokerage,  asset  management  and
investment banking services,  which may enhance their competitive position. They
also have the  ability  to  support  their  financial  services  and  management
consulting  services with  commercial  banking,  insurance  and other  financial
services  revenues in an effort to gain  market  share,  which  could  result in
pricing pressure in the Company's businesses.


                                        2
<PAGE>
Historical Operations


     NSCA was  organized in the State of Delaware in 2004.  Since its  formation
NSCA has raised an aggregate $83,350 from the sale of NSCA Stock to its founders
and  in a  private  placement  which  closed  in  February  2005  (the  "Private
Placement").  The Private  Placement was effected  pursuant to an exemption from
registration  set  forth in Rule  504 of  Regulation  D  promulgated  under  the
Securities Act of 1933, as amended (the "Act"). Prior to the commencement of the
Company's Rule 504 Private Placement, the Company filed a Registration Statement
on Form U-7 (the  "Registration  Statement")  with the  State of  Nevada,  which
underwent  review by the Securities  Division of the Nevada  Secretary of State,
Pursuant to such review,  the Company  received and  responded to comments  with
respect to the  Registration  Statement  from the  Securities  Division  and the
Registration  Statement was declared  effective on October 13, 2004. At the time
of the Private Placement, the Company was not:

1.   subject  to the  reporting  requirements  of  section  13 or  15(d)  of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act").

2.   an investment company; or

3.   a development  stage  company that either has no specific  business plan or
     purpose or has indicated that its business plan is to engage in a merger or
     acquisition with an unidentified company or companies,  or other entity or
     person.

     In addition, the Private Placement was for less than $1,000,000.

     Since  the  beginning  of 2005,  NSCA has  entered  into  its  first  three
financial services consulting agreements.

     NSCA believes that its business can grow in two ways. The first would be to
expand  internally  by  hiring  more  employees  and  entering  into  additional
financial  services   consulting   agreements.   The  second  would  be  through
acquisitions or mergers with other entities in its or related  businesses.  NCSA
anticipates  funding this growth  through a  combination  of debt and public and
private equity.


Financial Services Consulting Agreements

     As of the date hereof,  NSCA has entered into financial services consulting
agreements with three clients.

     On October 28,  2005,  the Company  amended and  superseded  its  financial
services  consulting  agreement  (which  agreement was  originally  entered into
during July 2005) with The Telmarc Group, LLC ("Telmarc"), pursuant to which the
Company,  among other things, assists Telmarc in the development of its business
plan and advises Telmarc with respect to investment  opportunities.  The Company
will be paid an advisory fee of $300 per hour for each hour it provides services
to Telmarc during the term of the agreement.

     On October 31,  2005,  the Company  amended and  superseded  its  financial
services  consulting  agreement  (which  agreement was  originally  entered into
during  February 2005) with Rivkalex Corp.  ("Rivkalex"),  pursuant to which the
Company is acting as a consultant to Rivkalex in connection, among other things,
with the development of its business plan,  identifying and evaluating potential
investments   for  Rivkalex  and  analyzing   potential   business   development
opportunities and business  combinations.  For its services, the Company is paid
$500 per month  plus $300 per hour in excess of one and one half hours per month
for every hour of consulting services provided by the Company to Rivkalex during
the term of the agreement.

     On November 1, 2005,  the Company  amended  and  superseded  its  financial
services  consulting  agreement  (which  agreement was  originally  entered into
during May 2005) with The Gorlin Companies  ("TGC").  Pursuant to the agreement,
among other things,  the Company advises TGC and its portfolio  companies on the
development  of their  business  plans and  business  strategies  and helps them
identify  and  analyze  potential  financings  and  business  combinations.   In
consideration  for such services,  the Company is paid $1,000 per month and $300
per hour in excess  of three  hours  per  month  for  every  hour of  consulting
services provided by the Company to TGC during the term of the agreement.

Compensation

     Under its  existing  contracts,  NSCA is  compensated  on a flat  hourly or
monthly basis. We anticipate  that our compensation on future  contracts will be
similarly structured. Since NSCA is not a registered broker-dealer,  it does not
and will not  receive  any  compensation  contingent  on the  success of NSCA's
structuring,  arranging  or  facilitating  financing  or any  other  transaction
involving securities.

                                 3
<PAGE>
Selection of Business Opportunities

     NSCA anticipates that in the event that it is unable to grow internally, it
may  elect  to  seek  a  business  opportunity.  The  selection  of  a  business
opportunity  in  which to  participate  will be  complex  and  extremely  risky.
Management believes (but has not conducted any research to confirm) that being a
public  corporation will help the Company find an acquisition  candidate for the
following  reasons;  facilitate and improve the terms on which additional equity
financing may be sought,  provide incentive stock options or similar benefits to
key employees,  increase the  opportunity  to use  securities for  acquisitions,
provide  liquidity for  shareholders and other factors.  Management  anticipates
that business opportunities may be available in many different industries,  both
within and without the financial services and management  consulting  industries
and at various stages of development,  all of which make the task of comparative
investigation and analysis of such business opportunities difficult and complex.

     NSCA will have limited capital with which to provide the owners of business
entities with any cash or other  assets.

     The analysis of new business  opportunities will be undertaken by, or under
the  supervision  of, NSCA's  officers and directors.  In analyzing  prospective
business  opportunities,  management  may consider such matters as the available
technical,  financial  and  managerial  resources;  working  capital  and  other
financial requirements; history of operations; if any; prospects for the future;
nature of present  and  expected  competition;  the quality  and  experience  of
management  services  which may be available  and the depth of that  management;
specific risk factors not now  foreseeable  but which then may be anticipated to
impact the proposed  activities of the company  after the business  combination;
the potential for growth or expansion;  the potential for profit;  the perceived
public recognition or acceptance of services,  or trades;  name  identification;
and other relevant factors.



     With respect to negotiations  with an acquisition or merger  candidate,  in
addition to the other  consideration  discussed above,  management will evaluate
and  consider  the   percentage  of  the  Company  which  the  other   company's
shareholders would acquire in exchange for their  shareholdings in that company.
In the  event  of such  merger  or  acquisition,  it can be  expected  to have a
significant  dilutive  effect  on  the  percentage  of  shares  held  by  NSCA's
shareholders at such time.


     We intend to develop a marketing  team which we believe  will be crucial to
our future growth and success.  The marketing team will be engaged  full-time to
develop our brand and image  recognition.  We have developed a web site and will
participate in executive seminars, trade shows and market research. In addition,
we intend to make presentations at seminars to improve our visibility.

Employees

     NSCA currently employs one person, its President. He devotes such amount of
his  business  time as is  necessary  to fulfill  NSCA's  obligations  under its
contracts,  which,  it is  estimated,  will not exceed 50% of his business  time
until NSCA's business expands further.




     We  may  seek  to  acquire  other   businesses  and  to  retain   qualified
professionals from such businesses.  In addition, we intend to recruit qualified
professionals   from  other   financial   services  and  management   consulting
organizations.   We  will  use  internal  and  external  recruiting   resources,
employees' referrals and the Internet to attract new professionals.


Competition

     The financial  services and management  consulting  marketplaces are highly
competitive.  Many of our  competitors  are  much  larger  than us and  have far
greater  resources than us and have been in business for a longer period than we
have. Such competition includes McKinsey & Company and Accenture.

     The  market for our  services  is  subject  to rapid  change and  increased
competition from large existing  companies,  smaller existing  companies and new
entrants.  However,  we believe  the market will  continue to offer  significant
opportunity for multiple companies due to the ever-increasing need for financial
services, particularly small and emerging growth public and private companies.

                                4
<PAGE>

     We are a Delaware  corporation with executive  offices located at 20 Marlin
Lane, Port Washington, New York 11050, telephone (516) 765-6220, facsimile (516)
706-8440.




RISK FACTORS

     The following factors should be considered carefully in evaluating NSCA and
its business.  Additional risks and  uncertainties not presently known to us may
also effect our business  operations.  If any of the  following  risks  actually
occur,  our  business,   financial  condition  or  operating  results  could  be
materially adversely affected.

         We Are Recently Formed.

     NSCA was  incorporated  on June 29, 2004. In February 2005,  NSCA completed
the Private  Placement  and since the beginning of 2005 NSCA has entered into
financial services consulting agreements with its first three clients.



     We have limited Operating History and Revenues and Only Minimal Assets.

     We have limited operating history,  limited revenues,  and no earnings from
operations to date. We have no significant assets or financial resources, except
for the funds  raised in the  Private  Placement,  funds  contributed  by NSCA's
founders and revenue from our three contracts. No assurance can be given that we
will be able to develop our  business or find a suitable  merger or  acquisition
candidate.


     We depend on our senior  management,  which  consists of only one part-time
employee and his loss may adversely affect our business.

     We believe that our success will depend on the continued  employment of Mr.
Cohen,  our sole  Officer and Director who devotes only a portion of his time to
the business of the  Company.  We will also need to hire  additional  members of
senior  management.  This dependence is  particularly  important to our business
since personal  relationships  are a critical  element of obtaining and maintain
client  engagements.  If one or more members of our senior  management team were
unable or unwilling to continue in their present positions,  such persons may be
difficult to replace and our business could be seriously harmed. Accordingly our
inability to hire any members of senior  management,  or the loss of one or more
members of our senior  management  team,  could  impact our future  revenue.  In
addition,  if any of these key  employees  were to join a  competitor  or form a
competing company,  some of our clients might choose to use the services of that
competitor  or new  company  instead of our own.  Furthermore,  clients or other
companies seeking to develop in-house capabilities may hire away some of our key
employees.  Employee  defections to clients could not only result in the loss of
key  employees but could also result in the loss of a client  relationship  or a
new business  opportunity.  Any losses of client  relationships  could seriously
harm our business.


     A loss of one of our clients  could have a material  adverse  effect on our
business.

     As of the date hereof,  NSCA has financial services  consulting  agreements
with three  clients.  The loss of any one of these clients could have a material
adverse effect on our business and business prospects.


         We must recruit and retain qualified professionals to succeed in our
labor-intensive business.


     Our future  success will depend in large part on our ability to recruit and
retain qualified professional  personnel.  Qualified professionals are in demand
and are  likely to remain a limited  resource  in the  foreseeable  future.  Any
inability to recruit and retain a sufficient number of qualified employees could
hinder the growth of our business.

         Potential future acquisitions could be difficult to integrate and
could, therefore, adversely affect our operating results.

                                5
<page>



     One  of  our  strategies  for  growth  is the  acquisition  of  businesses.
Currently,  we do not have any acquisitions  pending. We may not be able to find
and consummate acquisitions on terms and conditions reasonably acceptable to us.
The  acquisitions  we do  undertake  may  involve  a number  of  special  risks,
including:  Diversion of management's attention; Potential failure to retain key
acquired  personnel;  Assumptions of unanticipated  legal  liabilities and other
problems;  Difficulties  of integrating  systems,  operations and cultures;  and
Amortization of acquired intangible assets.


     Our failure to successfully manage future acquisitions could seriously harm
our  operating  results.  It is  anticipated  that  acquisitions  will be funded
through a combination of cash from operations or from debt or equity  financings
and/or by the  issuance  of NSCA Stock  directly to the  acquired  entity or its
shareholders.


         We may not be able to protect our confidential information and
proprietary rights.

     While we  intend  to  require  our  employees  to  execute  confidentiality
agreements,   we  cannot   assure   that  this   will  be   adequate   to  deter
misappropriation  of our confidential  information.  In addition,  we may not be
able  to  detect  unauthorized  use  of  our  intellectual   property  and  take
appropriate   steps  to  enforce  our  rights.  If  third  parties  infringe  or
misappropriate  our  proprietary  information,  our business  could be seriously
harmed. In addition,  other parties may assert infringement claims against us or
claim that we have violated their  intellectual  property  rights.  Such claims,
even if not true, could result in significant legal and other costs and may be a
distraction to management.

     Competition   in  the   financial   services  and   management   consulting
marketplaces is strong.

     The market for our  services is subject to intense  competition  from large
existing  players,  smaller  existing  players and new  entrants.  Many of these
competitors have much greater resources then us.



         Current Management Devotes Limited Time to Company.

     Management  anticipates  devoting  only part of its time to the business of
the Company.  The Company's only officer is Steven Cohen,  President,  Secretary
and Treasurer. Mr. Cohen has a written employment agreement with the Company but
will not receive any compensation  thereunder  until annualized  revenue of NSCA
exceeds  $500,000,  on a quarterly  basis.  The Company has not obtained key man
life  insurance on Mr.  Cohen.  Notwithstanding  the limited time  commitment of
management, loss of the services of Mr. Cohen would adversely affect development
of the Company's business.


                                6


<PAGE>

         Lack of Public Market For Our Common Stock.

     There has  previously  been no public market for our common stock,  and our
stockholders  may not be able to  resell  their  shares at or above the price at
which they purchased their shares, or at all.

     An active  public  market for our common  stock may not be sustained in the
future.  The market price of our common  stock may  fluctuate  significantly  in
response to factors, some of which are beyond our control.


     These  factors  include  competitors  entering  the  financial  services or
management  consulting market;  changes in earnings estimates or recommendations
by  securities  analysts,  developments  in our  industry,  and  general  market
conditions and other factors,  including  factors unrelated to our own operating
performance.



     The stock  market in general has  recently  experienced  extreme  price and
volume  fluctuations.  Continued  market  fluctuations  could  result in extreme
volatility in the price of our common stock,  which could cause a decline in the
value of our common stock.  Price  volatility may be worse if the trading volume
of our common stock is low.


     Several Principal Shareholders will continue to have substantial control
over the Company after the Offering.


     Six principal shareholders  (including our President) own 218,200 shares of
Common  Stock,   which   represents   77.3%  of  the  outstanding   NSCA  Stock.
Consequently,  they will be able to control the direction of the Company.  These
shareholders  also own 772,800  warrants  to purchase  NSCA Stock at an exercise
price of $0.12 per share.  These shareholders have agreed to escrow their shares
pursuant to an escrow  agreement (the "Escrow  Agreement")  until the earlier of
(i) February 10, 2008 or (ii) the date on which the closing  price of the shares
of NSCA Stock has  equaled or  exceeded  $1.00 per share on the NASDAQ  Bulletin
Board,  NASDAQ  National  Market  System or on the  American  or New York  Stock
Exchange for at least ten (10)  consecutive  trading  days.  While in escrow the
holders will be able to vote such securities but may not sell them. The warrants
owned by these  shareholders  are not  exercisable  until  the date on which the
closing price of the shares of NSCA's common stock has equaled or exceeded $1.00
per share on the NASDAQ Bulletin Board,  NASDAQ National Market System or on the
American or New York Stock  Exchange for at least ten (10)  consecutive  trading
days.



                                7
<PAGE>

     Reporting requirements may delay or preclude acquisition.

     Section 13 of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act")
requires  companies  subject  thereto  to  provide  certain   information  about
significant  acquisitions including audited financial statements for the company
acquired  covering  one or two  years,  depending  on the  relative  size of the
acquisition.  The time and additional  costs that may be incurred by some target
companies  to prepare  such  financial  statements  may  significantly  delay or
essentially preclude consummation of an otherwise desirable acquisition by NSCA.
Acquisition  prospects  that do not have or are  unable to obtain  the  required
audited  statements  may  not be  appropriate  for  acquisition  so  long as the
reporting requirements of the Exchange Act are applicable.

         NSCA's officers and directors have limited liability and have indemnity
rights which may discourage stockholders from bringing an action against them.

     NSCA's  Certificate of Incorporation  provides that NSCA will indemnify its
officers and directors  against losses  sustained or liabilities  incurred which
arise from any transaction in that officer's or director's respective managerial
capacity unless that officer or director violates a duty of loyalty, did not act
in good faith, engaged in intentional  misconduct or knowingly violated the law,
approved  an  improper  dividend,  or  derived  an  improper  benefit  from  the
transaction.   NSCA's   Certificate  of  Incorporation  also  provides  for  the
indemnification  by it of its  officers  and  directors  against  any  losses or
liabilities  incurred  as a result  of the  manner  in which  the  officers  and
directors operate NSCA's business or conduct its internal affairs, provided that
in connection with these activities they act in good faith and in a manner which
they reasonably  believe to be in, or not opposed to, the best interests of NSCA
and their conduct does not constitute gross negligence,  misconduct or breach of
fiduciary obligations.  The existence of these provisions may discourage holders
of NSCA Stock from  bringing an action  against  management  because NSCA may be
responsible for paying all costs  associated  therewith,  which could negatively
impact the value of the NSCA Stock.

     Lack of Dividends

     NSCA has not paid any  dividends on the NSCA Stock and does not  anticipate
paying cash  dividends  in the  foreseeable  future.  NSCA intends to retain any
earnings to finance the growth of its business. Management of NSCA cannot assure
you that NSCA will ever pay cash dividends.  Accordingly,  holders of NSCA Stock
will have to rely on the appreciation thereof to realize any monies from holding
these securities.

ITEM 2.  DESCRIPTION OF PROPERTIES


     NSCA has no  properties  and at this time has no  agreements to acquire any
properties.  NSCA  currently  uses  the  office  of its  management  at no cost.
Management  has  agreed to  continue  this  arrangement  until such time as NSCA
requires larger space.  Management  believes that office space will be available
at reasonable rents when such space is needed.


ITEM 3.  LEGAL PROCEEDINGS


     We are not  presently  party to any material  legal  proceeding  nor are we
aware of any  material  pending  or  potential  legal  proceeding  which  may be
instituted against us.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


Not applicable.

                        8

<PAGE>

ITEM 5. MARKET FOR COMMON  EQUITY,  RELATED  STOCKHOLDER  MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.


     As of the date hereof,  none of NSCA's  securities are traded on any public
market.  We intend to explore the  possibility of causing the Common Stock to be
admitted for quotation on the Over the Counter  Electronic  Bulletin  Board (the
"OTCBB"); however, management of NSCA cannot assure you that it will pursue such
course of action,  that it will identify a broker to sponsor such listing,  that
the common  stock will be admitted for trading or if admitted for trading that a
liquid market for the securities ever will develop.

     As of March 21, 2006, there were  approximately 119 holders of record of
NSCA's common stock.

     We currently intend to retain all available earnings,  if any, generated by
our operations.  Accordingly,  we do not anticipate paying cash dividends on the
common  stock in the  foreseeable  future.  Any future  determination  as to the
payment of dividends  will be in the  discretion  of our Board of Directors  and
will be dependent  upon NSCA's results of  operations,  financial  condition and
other factors deemed relevant by our Board.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS


     The financial  information  included  herein should be read in  conjunction
with the Financial Statements, including the Notes thereto.

OPERATIONS

     NSCA was formed on June 29, 2004 as a Delaware corporation.  As of December
31, 2005, NSCA had net working capital of  approximately  $40,181.  For the year
ended December 31, 2005 we had revenues of $15,100 as compared to revenues of $3
for the period from June 29, 2004 (inception) to December 31, 2004. Such revenue
was derived from our three consulting agreements and interest income on our cash
balances.  Expenses  for the year  ended  December  31,  2005 were  $46,361,  as
compared to $11,911 for the period from  inception  to December  31,  2004.  The
increase in expenses is primarily attributable to increased legal and accounting
expenses. For the year ended December 31, 2005, our net loss from operations was
$(31,261),  as  compared to a net loss from  operations  of  $(11,908),  for the
period from inception to December 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

     Since its inception,  we have funded our operations from the sale of common
stock to our founders and in connection with the Private Placement. In addition,
our principal  stockholder has agreed to lend the Company up to $25,000. No such
borrowings are currently outstanding under this agreement. We anticipate that as
we expand, additional funds will be required.

     We may seek to  borrow  funds  from  banks or  other  lending  institutions
although  we  currently  have no  commitments  for any  such  borrowings  and no
assurance  can be given  that any such  commitments  will be  obtained  on terms
acceptable to us.

     In addition we may seek to sell additional  shares of our Common Stock in a
private placement or public offering or our Board of Directors may authorize the
sale of our Preferred  Stock.  No such stock offering is currently  contemplated
and no  assurance  can be  given  that any such  offering  will be  successfully
completed.

ITEM 7.  FINANCIAL STATEMENTS

     Please see the Financial Statements,  including the Notes thereto, appended
to the end of this Form 10-KSB.

                                9
<PAGE>
ITEM 8. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     Silverstein & Weiss ("S&W") previously audited our financial statements for
the year ended  December 31, 2004.  S&W's report for this period did not contain
an adverse opinion or disclaimer of opinion, nor was it qualified or modified as
to uncertainty, audit scope or accounting principles.

     The decision to change  auditors was approved by our sole  Director and was
made because S&W was not registered with the Public Company Accounting Oversight
Board  ("PCAOB")  and thus  cannot act as an auditor  of a public  company.  S&W
resigned  because it was not registered  with the PCAOB.  Such  resignation  was
effective on March 23, 2005. On March 23, 2005, we appointed Raich Ende Malter
& Co., LLP ("Raich Ende") to serve as our new independent auditor.

     In  connection  with the audit for the year ended  December  31, 2004 there
were no disagreements or reportable  events between us and S&W on any matters of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which,  if not resolved to the  satisfaction  of S&W, would
have caused them to make a reference to the subject matter of the  disagreements
or reportable events in connection with their reports.

ITEM 8A.  CONTROLS AND PROCEDURES

     The Company's management, with the participation of its Principal Executive
Officer  (who is also its  Principal  Financial  and  Accounting  Officer),  has
evaluated the  effectiveness of its disclosure  controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange
Act of 1934 (the  "Exchange  Act")) as of the end of the period  covered by this
report. Based on such evaluation,  the Company's Principal Executive Officer has
concluded that, as of the end of such period, the Company's  disclosure controls
and  procedures  are  effective  in  recording,   processing,   summarizing  and
reporting,  on a timely  basis,  information  required  to be  disclosed  by the
Company in the reports that it files or submits under the Exchange Act.

ITEM 8B.  OTHER INFORMATION

         None

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS PROMOTORS AND CONTROL PERSONS OF
         REGISTRANT; COMPLIANCE WITH SECION 16(a) OF THE EXCHANGE ACT

     The  following  table lists,  as of December 31,  2005,  NSCA's  directors,
executive  officers and key employees,  as well as promoters and control persons
of NSCA:

NAME               AGE              TITLE

Steven Cohen        43              President, Treasurer, Secretary & Director

     Mr. Cohen is the President of NSCA and a Principal of Gold Coast  Advisors,
LLC, an independent, fee-based registered investment advisory firm headquartered
in New  York.  Gold  Coast  Advisors  began  operations  in  2002  and  provides
comprehensive  wealth management  services to high net worth  individuals.  From
May,  2002 to April,  2004,  Mr. Cohen was also Senior Vice  President - Head of
Sales & Marketing at TradingLab,  Inc., the  structured  products  subsidiary of
Italian  Bank  UniCredito  Italiano.  From  2001 to May  2002,  Mr.  Cohen was a
financial  advisor at AXA  Advisors,  LLC, a financial  planning and  investment
firm.  From 1999 to 2001,  Mr. Cohen was President and Co-founder of eFrontiers,
Inc., a startup Internet wealth management firm. eFrontiers filed for protection
under Chapter 7 of the U.S.  Bankruptcy  Code in December  2000. Mr. Cohen was a
Vice  President at Morgan  Stanley Asset  Management  from 1998 to 1999 and from
1996 to 1998 was a Vice President - Product Development / Mergers & Acquisitions
at Prudential  Investments.  Prior to  Prudential,  Mr. Cohen worked in Business
Development and Product  Marketing at Lehman  Brothers.  He received his B.S. in
Finance and  Accounting  from the University of Buffalo in 1985 and a Masters in
Business  Administration  (MBA) in Finance from New York University in 1992. Mr.
Cohen is a Certified  Financial  Planner (CFP) and a Certified Public Accountant
(CPA) and holds NASD Series 7, 24, 63 and 65 licenses.

     Mr. Cohen engages in other business  activities.  Accordingly,  he will not
devote his entire efforts or time to the affairs of NSCA. Currently,  he devotes
such  amount of his  business  time to the  affairs of NSCA as is  necessary  to
fulfill  it  obligations,  which,  it is  estimated,  will not exceed 50% of his
business time until NSCA's business expands further.

Control Person

     Dov Perlysky,  age 42, is the managing member of Nesher LLC, the manager of
Krovim,  LLC, which owns 39% of the Company's  outstanding  common stock. He has
been the managing member of Nesher,  LLC, a private  investment firm since 2000.
From 1998 until 2002,  Mr.  Perlysky was a vice  president in the Private Client
Group of Laidlaw Global Securities, a registered broker-dealer.  He received his
B.S. in Mathematics and Computer Science from the University of Illinois in 1985
and a Masters in Management from the JL Kellogg  Graduate School of Northwestern
University  in 1991.  Mr.  Perlysky is a director of Engex,  Inc.,  a closed-end
mutual fund and a director of Pharma-Bio Serv, Inc., a pharmaceutical consulting
company.
                                10
<PAGE>
     All directors hold office until the next annual meeting of stockholders and
until their  successors have been elected and qualified.  The Board of Directors
appoints officers as necessary.

Committees Of The Board

     The Board does not have an audit,  nominating or a compensation  committee.
The selection of nominees for the Board of Directors is made by the entire Board
of  Directors.  Compensation  of management is determined by the entire Board of
Directors.

     We  expect  that  at such  time as the  business  grows  we will  formulate
appropriate committees of the board.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a)  of the  Securities  Exchange  Act  requires  our  executive
officers and  directors,  and persons who own more than 10% of our common stock,
to file reports regarding ownership of, and transactions in, our securities with
the  Securities  and Exchange  Commission and to provide us with copies of those
filings.  Since  NSCA only  became a  reporting  company  under  The  Securities
Exchange Act of 1934 in January 2006, there were no reporting obligations.

Code Of Ethics

     NSCA has not adopted a code of ethics.  Though we do intend to adopt a Code
of Ethics if we are successful in implementing our business plan, our management
currently  believes  that,  due to the  fact  that we only  have  one  part-time
employee such a Code of Ethics is unnecessary at this time.


ITEM 10.  EXECUTIVE COMPENSATION


     To date no  compensation  has been paid to Mr. Cohen. In February 2005, Mr.
Cohen entered into an employment  agreement (the "Cohen  Agreement")  with NSCA.
This  agreement  has an initial term of three years and provides  that Mr. Cohen
will receive  compensation of $50,000 per annum once NSCA's annualized  revenues
exceed $500,000 on a quarterly  basis.  The Cohen Agreement does not require Mr.
Cohen to devote his full time and effort to our  business.  In  addition in July
2004 the Company entered into a bonus  agreement  ("Bonus  Agreement")  with Mr.
Cohen which provides that if Mr. Cohen first introduces an entity to the Company
that  results in a merger  with the  Company,  the Company  will  issue,  at the
closing of the merger,  to Mr. Cohen five year  warrants to purchase  200,000 of
Common Stock at an exercise price of $1.00 per share.



Compensation Of Directors

     Directors do not receive any direct or indirect compensation for serving in
such capacity. We will reimburse directors for all reasonable costs and expenses
incurred in connection with attending or participating in meetings of the Board.

Employment Agreements

     Other than the Cohen Agreement and the Bonus Agreement, we are not party to
any employment agreements with management.

Stock Based Compensation

     We do not have a stock  option or  compensation  plan and have never issued
any stock-based  compensation.  No stock options or restricted stock grants have
been issued through the date of this annual report.


                                11
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS


     The following table sets forth information as of March 21, 2006,  regarding
the  beneficial  ownership of common  stock by (1) each  director and officer of
NSCA; (2) each person or group known by NSCA to  beneficially  own 5% or more of
the  outstanding  shares of common  stock;  and (3) all  executive  officers and
directors of NSCA as a group.  Unless  otherwise  noted, the persons named below
have sole  voting  and  investment  power with  respect  to the shares  shown as
beneficially owned by them.

NAME AND ADDRESS                AMOUNT OF                          PERCENTAGE OF
OF BENEFICIAL OWNER        BENEFICIAL OWNERSHIP (1)                 OUTSTANDING
                                                                SHARES OWNED (2)
-------------------------  ---------------------               ----------------
Steven Cohen                  10,000 shares (3)                           3.5%
20 Marlin Lane
Port Washington, New York 11050

Krovim LLC                    110,000 shares (3)                          39.0%
Nesher LLC, Manager
Dov Perlysky, Member (4)
P.O. Box 339
Lawrence, New York 11559

Alison Bell                    20,000 shares (3)                           7.1%
1035 Fifth Avenue
New York, New York 10028

Rosalind Davidowitz            25,000 shares                               8.9%
7 Sutton Place South
Lawrence, New York 11556

Pamela Turkel                  25,100 shares (3)                           8.9%
440 East 23rd Street
New York, New York 10010

Pamela Katz                    28,100 shares (3)                           9.95%
One Leeds Drive
Port Washington, New York 11050


All officers and directors
as a group (1 person)          10,000 shares (3)                           3.5%

     -----------

(1)  The  shares  set forth in this  chart are  being  held in escrow  until the
     earlier  of (i)  February  10,  2008 or (ii) the date on which the  closing
     price of the shares of NSCA Stock has equaled or  exceeded  $1.00 per share
     on the NASDAQ  Bulletin  Board,  NASDAQ  National  Market  System or on the
     American  or New York  Stock  Exchange  for at least  ten (10)  consecutive
     trading days.

(2)  Based on a total of 282,350 shares outstanding as of March 21, 2006.

(3)  Does not include warrants to purchase 40,000, 440,000, 112,400, 100,400 and
     80,000 shares of common stock beneficially owned by Mr. Cohen,  Krovim LLC,
     Mrs. Katz,  Mrs.  Turkel and Mrs. Bell,  respectively,  each at an exercise
     price of $0.12 per share.  These warrants are are not exercisable until the
     date on which the closing  price of the shares of NSCA's  common  stock has
     equaled or exceeded $1.00 per share on the NASDAQ  Bulletin  Board,  NASDAQ
     National Market System or on the American or New York Stock Exchange for at
     least ten (10) consecutive trading days.

(4)  All of such shares are owned by Krovim LLC.  Mr.  Perlysky is the  managing
     member of the manager of Krovim LLC.


                                12

<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     The Company has issued  110,000  shares of its Common Stock and warrants to
purchase  an  additional  440,000  shares of Common  Stock at $0.12 per share to
Krovim LLC in exchange for an aggregate of $550.  In addition, Krovim has agreed
to loan the Company up to $25,000. Any borrowings under this agreement will bear
interest  at the  rate of  prime  plus 2% per  annum.  No  such  borrowings  are
currently outstanding.

     The Company sold (i) 10,000  shares of Common Stock and 40,000  Warrants to
its  President,  Steven Cohen,  in exchange for an aggregate of $50; (ii) 28,100
shares of Common  Stock and  112,400  Warrants to Mrs.  Katz in exchange  for an
aggregate of $140,  (iii) 25,100 shares of Common Stock and 100,400  Warrants to
Mrs.  Turkel in exchange for an  aggregate of $125.50 and (iv) 20,000  shares of
Common  Stock and 80,000  Warrants to Mrs.  Bell in exchange for an aggregate of
$100.

     In July,  2004,  the  Company  sold  25,000  shares of Common  Stock to Ms.
Davidowitz  in  exchange  for $2,000 in cash and a note in the amount of $23,000
(the "Note"). The Note was paid in full in February, 2005. Ms. Davidowitz is the
sole owner of Rivkalex, one of the Company's clients.



ITEM 13.  EXHIBITS


DESCRIPTION OF EXHIBITS

         (a)  Financial Statements see Index to Financial Statements on page
              F-1 of this Annual Report.

         (b)  Exhibits See Exhibit Index.

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
16       Letter from Silverstein & Weiss to NSCA*
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




                                        13
<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES


AUDIT FEES

     The  following  table sets forth fees billed to us during the fiscal  years
ended December 31, 2005 and December 31, 2004 by our independent auditors:

                                  December 31, 2005          December 31, 2004
                                   -----------------       ----------------
(i)      Audit Fees                 $  24,503                  $  3,120
(ii)     Audit Related Fees         $       0                  $      0
(iii)    Tax Fees                   $     320                  $    380
(iv)     All Other Fees             $       0                  $      0


     Audit Fees. Consists of fees billed for professional  services rendered for
the audit of the  Company's  financial  statements  and  review  of the  interim
consolidated  financial  statements  included in quarterly  reports and services
that are normally  provided by our auditors in  connection  with  statutory  and
regulatory filings or engagements.

     Audit-Related  Fees.  Consists  of fees  billed for  assurance  and related
services that are reasonably  related to the  performance of the audit or review
of the Company's  financial  statements and are not reported under "Audit Fees."
There were no such services provided in fiscal 2005 or 2004.

     Tax  Fees.  Consists  of fees  billed  for  professional  services  for tax
compliance,  tax advice, tax planning and tax return preparation.

     All Other Fees.  Consists of fees for products and services  other than the
services reported above. There were no management  consulting  services provided
in fiscal 2005 or 2004.

     Policy on  Pre-Approval  of Audit and  Permissible  Non-Audit  Services  of
Independent Auditors

     NSCA's   policy  is  that  the  NSCA's   auditor   performs   its  services
independently  and with the highest integrity and  professionalism.  There is no
formal written policy.  Any engagement of our outside auditor must be consistent
with principles  determined by the SEC,  namely,  that the  independent  auditor
cannot audit its own work,  perform  management  functions or act as an advocate
for the client.

     NSCA currently does not have a designated Audit Committee, and accordingly,
our Board of  Directors'  policy  is to  pre-approve  all audit and  permissible
non-audit  services  provided by the  independent  auditors.  These services may
include audit services, audit-related services, tax services and other services.
Pre-approval  is generally  provided for up to one year and any  pre-approval is
detailed as to the  particular  service or category of services and is generally
subject to a specific  budget.  The  independent  auditors  and  management  are
required to periodically  report to our Board of Directors  regarding the extent
of  services  provided  by the  independent  auditors  in  accordance  with this
pre-approval,  and the fees for the  services  performed  to date.  The Board of
Directors may also pre-approve particular services on a case-by-case basis.

                                14

<PAGE>



                               SIGNATURES

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


Date:  March 29, 2006
                          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 amended 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    March 29, 2006




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;

                                15
<PAGE>

     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  Advisor  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  Advisor'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  Advisor  Corp.'s  internal
control over financial reporting.

     5. North Shore Capital Advisor 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 Advisor  Corp.'s  auditors and the
audit  committee of North Shore Capital  Advisor  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 Advisor 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  Advisor  Corp.'s
internal control over financial reporting.




                                  16
<PAGE>

Date: March 29, 2006


/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, 2005 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

March 29, 2006



                               17
<PAGE>

              NORTH SHORE CAPITAL ADVISORS CORP. FINANCIAL STATEMENTS


   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of
North Shore Capital Advisors Corp.
Port Washington, New York 11050

     We have audited the accompanying statements of financial condition of North
Shore Capital  Advisors  Corp. as of December 31, 2004 and 2005, and the related
statements of operations,  changes in stockholders' equity (deficiency) and cash
flows for the period from June 29, 2004  (inception)  through  December 31, 2004
and the year  ended  December  31,  2005.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audits in accordance  with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits 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
audits provide 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 North Shore Capital Advisors
Corp. as of December 31, 2004 and 2005,  and the results of its  operations  and
its cash flows for the periods from June 29, 2004  (inception)  through December
31, 2004 and the year ended  December  31, 2005 in  conformity  with  accounting
principles generally accepted in the United States of America.





/s/ Raich Ende Malter & Co. LLP
    East Meadow, New York
    March 27, 2006


                                F-1


<PAGE>
                          North Shore Capital Advisors Corp.
                          Statements of Financial Condition


                                                     As of December 31,
                                                   ------------------

                                                2004                  2005

                                            -------------        -------------

 ASSETS

CURRENT ASSETS

   CASH                                         $ 1,794             $ 46,718
   ACCOUNTS RECEIVABLE                                                 5,000
                                            ----------------   ---------------
TOTAL CURRENT ASSETS                              1,794               51,718
                                             ===============    ==============


 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

 CURRENT LIABILITIES
    ACCRUED LIABILITIES                        $ 10,702             $ 11,537
                                           ----------------    ---------------

 STOCKHOLDERS' EQUITY (DEFICIENCY)

 PREFERRED STOCK $0.0001 PAR VALUE,
 AUTHORIZED 2,000,000 SHARES, ISSUED-NONE             -                    -

 COMMON STOCK $0.0001 PAR VALUE,
 AUTHORIZED 10,000,000 SHARES,
 ISSUED & OUTSTANDING 225,000
 SHARES as of December 31, 2004
 AND 282,350 SHARES as of December 31, 2005          23                   28

 ADDITIONAL PAID IN CAPITAL                      25,977               83,322

 COMMON STOCK SUBSCRIPTION RECEIVABLE           (23,000)

 ACCUMULATED DEFICIT                            (11,908)             (43,169)
                                             ----------------    -------------

 TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)         (8,908)              40,181
                                             ----------------    -------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 1,794             $ 51,718
  (DEFICIENCY)                               ================    ==============





                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS


                                F-2

<PAGE>


                        North Shore Capital Advisors Corp.
                            Statements of Operations




                           For the period from                  For the
                        June 29, 2004 (inception)             Year Ended
                           through  December 31, 2004        December 31, 2005

                          -----------------------------------------------------

REVENUES:
 CONSULTING INCOME                              -                 $   13,500
 INTEREST INCOME                      $         3                      1,600
                                     -----------------         ---------------
TOTAL REVENUES
                                                3                     15,100


GENERAL & ADMINISTRATIVE EXPENSES          11,911                     46,361
                                     -----------------         ----------------

NET LOSS                            $     (11,908)                $  (31,261)
                                     -----------------         ----------------
                                     -----------------         ----------------

LOSS PER COMMON SHARE
BASIC AND DILUTED                   $       (0.05)                 $   (0.11)
                                     -----------------         ----------------
                                     -----------------         ----------------



WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING-BASIC AND DILUTED       221,892                    276,065
                                      ----------------         ----------------
                                      ----------------         ----------------


                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS




                                       F-3

<PAGE>




                  North Shore Capital Advisors Corp.
         Statements of Changes in Stockholders' Equity (Deficiency)
                          For the period from
               June 29, 2004 (inception) through December 31, 2004
                    and for the year ended December 31, 2005

<TABLE>
<CAPTION>

                                                                                      COMMON
                                                                      ADDITIONAL      STOCK                               TOTAL
                     PREFERRED         COMMON       COMMON               PAID-IN      SUBSCRIPTION       ACCUMULATED   STOCKHOLDERS'
                      STOCK            STOCK       STOCK WARRANTS        CAPITAL      RECEIVABLE            DEFICIT         EQUITY
                                                                                                                       (DEFICIENCY)
                     --------          -------    --------------      -----------    ---------------      ----------    -----------
                   Shares Amount      Shares Amount  Shares
                     ---  ------     ------  ------  ------

<S>                  <C>  <C>          <C>   <C>     <C>                   <C>            <C>                 <C>           <C>
BALANCE-
June 29, 2004         -   $-            -    $-       -                     $-             $-                 $-             $-

ISSUANCE OF COMMON
STOCK AND WARRANTS                 225,000   23     800,000              25,977        (23,000)                           3,000


NET LOSS                                                                                                  (11,908)       (11,908)

                    ----------------------------------------------------------------------------------------------------------------
BALANCE-
December 31, 2004     -    -       225,000   23     800,000              25,977        (23,000)           (11,908)        (8,908)

ISSUANCE
OF COMMON STOCK       -    -        57,350    5                          57,345                                           57,350

PROCEEDS FROM
COMMON STOCK
SUBSCRIPTION
RECEIVABLE                                                                              23,000                            23,000


NET LOSS                                                                                                  (31,261)       (31,261)

                      ------------------------------------------------------------------------------------------------------------
BALANCE-
December 31, 2005     -   $-      282,350   $28    800,000               $83,322           -               $(43,169)     $40,181
                     ---  ---     --------  ----   ---------             ---------       --------          ----------     ---------
                     ---  ---     --------  ----   ---------             ---------       --------          ----------     ---------


</TABLE>






                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS







                                       F-4


<PAGE>

                   North Shore Capital Advisors Corp.
                        Statements of Cash Flow
                    For the period from June 29, 2004
                    (inception) through December 31, 2004
                   and for the year ended December 31, 2005



                                    Period from June            For the Year
                                    29, 2004 (inception)      ended December 31,
                                    through December 31, 2004       2005

                                   --------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES

NET LOSS                                    $ (11,908)               $(31,261)
Adjustments to reconcile net loss to
net cash used in operating activities:
Changes in asset and liability balances:
Accounts receivable                                                    (5,000)
Accrued Liabilities                            10,702                     835
                                         ---------------         --------------

NET CASH USED IN OPERATING ACTIVITIES        $ (1,206)               $(35,426)
                                         ---------------         --------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock          3,000                  57,350
Proceeds from stock subscription receivable                            23,000
                                         ---------------         --------------

NET CASH PROVIDED BY FINANCING ACTIVITIES       3,000                  80,350
                                        ---------------          --------------


NET INCREASE IN CASH                          $ 1,794                $ 44,924

CASH -- beginning of period                         0                 $ 1,794
                                        ---------------          --------------

CASH --  end of period                        $ 1,794                $ 46,718
                                        ----------------         --------------


Supplemental disclosures of cash flow information:
Non-cash financing activities:
   Subscription receivable                   $23,000
                                       ===============





                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS





                                F-5



<PAGE>
                       NORTH SHORE CAPITAL ADVISORS CORP.
                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 2005

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     North Shore Capital  Advisors Corp. (the "Company") was organized under the
laws of the State of Delaware on June 29, 2004 to offer consulting and financial
services.  In 2005,  the  Company  entered  into its  first  financial  services
consulting agreements.  The Company's clients are currently located in New York,
New Jersey and Florida.

         Use of Estimates

     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 these estimates.  Significant
estimates  made by  management  include the valuation of the deferred tax asset
allowance.

         Fair Value of Financial Instruments

     The amounts at which current assets and current  liabilities  are presented
approximate their fair value due to their short-term nature.

         Revenue Recognition

     The Company recognizes revenue from its financial consulting  agreements as
services are provided on a monthly and hourly basis, based on a standardized fee
structure.  No up-front fees are received and  consequently,  the Company is not
required to defer revenue.

        Accounts Receivable

     Accounts  receivable are recorded at their estimated  realizable  value. An
allowance for doubtful accounts is estimated by management through evaluation of
significant past due accounts. Accounts are deemed past due when payment has not
been received within the stated time period.  The Company's  policy is to review
individual  past due  amounts  periodically  and write off amounts for which all
collection  efforts are deemed to have been exhausted.  As of December 31, 2005,
no allowance is deemed necessary.

         Income Taxes

     The Company  follows the  provisions  of Statement of Financial  Accounting
Standards  Board No. 109,  "Accounting for Income Taxes," which requires the use
of the liability  method of accounting  for income taxes.  The liability  method
measures  deferred income taxes by applying enacted statutory rates in effect at
the balance  sheet date to the  differences  between the tax basis of assets and
liabilities  and  their  reported  amounts  on  the  financial  statements.  The
resulting  deferred tax assets or liabilities are adjusted to reflect changes in
tax laws as they occur. A valuation allowance is provided when it is more likely
than not that a deferred tax asset will not be realized.






                                F-6


<PAGE>

Loss Per Common Share

     The Company has adopted  Statement of Financial  Accounting  Standards  No.
128,  Earnings Per Share,  which modified the  calculation of earnings per share
("EPS").  This statement replaced the previous presentation of primary and fully
diluted EPS to basic and diluted EPS.  Basic EPS is computed by dividing  income
available to common stockholders by the weighted average number of common shares
outstanding  for the period.  Diluted EPS  includes the dilution of common stock
equivalents,  and is  computed  similarly  to  fully  diluted  EPS  pursuant  to
Accounting Principles Board (APB) Opinion 15.

     Basic loss per  common  share is  calculated  by  dividing  net loss by the
weighted  average number of shares of common stock  outstanding.  Stock warrants
have not been  included in the  calculation  of diluted  loss per share,  as the
effect would have been  antidilutive.  Accordingly,  basic and dilutive loss per
share are the same for the Company.


Loss Per Share

                         Period from
                        June 29, 2004               For the
                        (inception) to             Year Ended
                       December 31, 2004         December 31, 2005

           Basic         $ (0.05)                      $ (0.11)

           Diluted         (0.05)                        (0.11)


NOTE B - INCOME TAXES

     Deferred tax assets and liabilities are determined  using enacted tax rates
for the effects of net operating  losses and temporary  differences  between the
book  and tax  bases of  assets  and  liabilities.  Certain  judgments  are made
relating  to  recoverability  of  deferred  tax  assets,  uses of tax loss carry
forwards,   level  of  expected   taxable  income  and  available  tax  planning
strategies.  At December 31, 2004 and  December  31,  2005,  the Company had net
operating loss carryforwards of $11,908 and $43,169, respectively,  available to
reduce future taxable income  expiring  through 2025.  Management has determined
that it is more likely than not that the net operating loss  carryforwards  will
not be realized in the future and, accordingly, the deferred tax asset of $5,001
and $18,131 has been fully  reserved as of December  31, 2004 and  December  31,
2005,  respectively.  The  Company's  valuation  allowance  increased by $13,130
during 2005. A reconcilliation of the statutory income tax effective rate to the
actual provision shown in the financial statements is as follows:


<TABLE>
<CAPTION>

                                   For the period
                                    June 29, 2004
                                     (inception)
                                       through                 For the Year ended
                                   December 31, 2004           December 31, 2005
                                 -----------------          -----------------------
<S>                                <C>         <C>              <C>            <C>

 Loss before income taxes         $11,908                     $31,261
                                  --------                    -------
                                  --------                    -------

Computed tax benefit at
statutory rate:

Federal                          ($4,049)     (34%)           ($10,629)      (34%)

State                               (952)      (8%)             (2,501)       (8%)

Net Operating Loss
Valuation allowance                 5,001      42%              13,130         42%
                                   -------   ------            --------      ------

Total tax benefit                    $ -       -%                $ --           -%

                                   -------   ------            --------      -------
                                   -------   ------            --------      -------

</TABLE>
                                F-7
<PAGE>


NOTE C - CAPITAL TRANSACTIONS

     On July 1, 2004,  the Company  issued  200,000  shares of common  stock and
800,000  warrants  in  exchange  for $1,000.  Management  allocated  $800 of the
purchase price to the warrants.  The warrants are exercisable at $0.12 per share
and expire on July 1, 2014. The warrants are not  exercisable  until the date on
which the closing price of the shares of the Company's  common stock has equaled
or exceeded $1.00 per share on the NASDAQ Bulletin Board, NASDAQ National Market
System  or on the  American  or New York  Stock  Exchange  for at least ten (10)
consecutive trading days.

     On July 14, 2004,  25,000 shares were sold for $1.00 per share. The Company
received  cash of $2,000 in 2004 and issued a note  receivable  for $23,000.  On
February 1, 2005,  the  subscription  receivable was satisfied by the receipt of
$23,000 in cash.

     On February 10, 2005, the Company  completed a private  placement of 57,350
shares of common stock at $1.00 per share.

     Six principal shareholders  (including the Company's President) own 218,200
shares of Common Stock.  These  shareholders  have agreed to escrow their shares
until the earlier of (i) February 10, 2008 or (ii) the date on which the closing
price of the shares of the Company's  common stock has equaled or exceeded $1.00
per share on the NASDAQ Bulletin Board,  NASDAQ National Market System or on the
American or New York Stock  Exchange for at least ten (10)  consecutive  trading
days. While in escrow,  the holders will be able to vote such securities but may
not sell them.

NOTE D - RELATED PARTY TRANSACTIONS

     Krovim, LLC, a principal stockholder of the Company, has agreed to loan the
Company up to $25,000. Any borrowings under this agreement will bear interest at
the  rate  of  prime  plus  2% per  annum.  No  such  borrowings  are  currently
outstanding.

     The Company  utilizes the office space provided by its president at no cost
to the Company. The amount of office space utilized by the Company is considered
insignificant.

     In February  2005, the Company  entered into a consulting  agreement with a
company  whose  sole  shareholder  is also a  shareholder  of the  Company.  The
Company's  subscription  receivable  of $23,000 at December 31, 2004, as further
discussed in Note C, was due from this shareholder.

NOTE E - COMMITMENTS

Long-term Employment Agreement & Executive Compensation

     On  February  7, 2005,  the Company  entered  into a three year  employment
agreement  with its  president,  which shall be extended from year to year after
the initial term. The president  shall not be entitled to any cash  compensation
from the Company for his services until the Company's annualized revenues exceed
$500,000 on a quarterly  basis. At such time, the president shall be entitled to
receive a salary of $50,000 per annum. In addition,  in July,  2004, the Company
entered into a bonus agreement ("Bonus Agreement") with Mr. Cohen which provides
that if Mr.  Cohen first  introduces  an entity to the Company that results in a
merger with the Company,  the Company will issue,  at the closing of the merger,
to Mr. Cohen five year warrants to purchase 200,000 shares of Common Stock at an
exercise price of $1.00 per share.

                                F-8
<page>
NOTE F - CONCENTRATION OF RISKS

     The Company's  cash balances are maintained in a high quality bank checking
account.  Management deems all its accounts receivables to be fully collectible,
and, as such, does not maintain any allowances for uncollectible receivables.


     As of  December  31,  2005,  one of the  Company's  clients  accounted  for
approximately  60% of the  Company's  accounts  receivable  and  another  client
accounted  for the balance.  All of the Company's consulting income in 2005 is
from these two clients.




































                                F-9