### UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

## FORM 10-Q

|(Mark One)
|----------
|          
|ý         
|          
|o         

Delaware(State or other jurisdiction of incorporation or organization)

22-2879612(I.R.S. Employer Identification No.)200 Milik Street, Carteret, New Jersey(Address of principal executive office)

07008(Zip Code)


(732) 499-3000
(Registrants telephone number, including area code)

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 (the Exchange Act) during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for at least the past 90 days.
            Yes ý        No o

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer
in Rule 12b-2 of the Exchange Act.
            Large Accelerated Filer  o    Accelerated Filer  ý    Non-Accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
            Yes o        No ý

As of May 26, 2006, 52,036,441 shares of Common Stock were outstanding.







### Part I. Financial Information

#### Item 1. Financial Statements

#### Pathmark Stores, Inc.
Consolidated Statements of Operations (Unaudited)(in millions, except per share amounts)

|                                                                  | 13 Weeks Ended
|----------------------------------------------------------------- | --------------
|
|Sales                                                             |               
|Cost of goods sold                                                |               
|                                                                  |               
|Gross profit                                                      |               
|Selling, general and administrative expenses                      |               
|Depreciation and amortization                                     |               
|                                                                  |               
|Operating earnings                                                |               
|Interest expense, net                                             |               
|                                                                  |               
|Loss before income taxes                                          |               
|Income tax benefit                                                |               
|                                                                  |               
|Net loss                                                          |               
|                                                                  |               
|Weighted average number of shares outstanding  basic and diluted |               
|                                                                  |               
|Net loss per share  basic and diluted                            |               
|                                                                  |               

See notes to consolidated financial statements.2

#### Pathmark Stores, Inc.
Consolidated Balance Sheets (Unaudited)(in millions, except share and per share amounts)

|                                                            | April 29,2006 |  | January 28,2006
|----------------------------------------------------------- | ------------- |  | ---------------
|ASSETS                                                      |               |  |                
|Current assets                                              |               | 
|Cash and cash equivalents                                   |               |  | $              
|Marketable securities                                       |               |  |                
|Accounts receivable, net                                    |               |  |                
|Merchandise inventories                                     |               |  |                
|Due from suppliers                                          |               |  |                
|Other current  assets                                       |               |  |                
|                                                            |               |  |                
|Total current assets                                        |               |  |                
|Property and equipment, net                                 |               |  |                
|Goodwill                                                    |               |  |                
|Other noncurrent assets                                     |               |  |                
|                                                            |               |  |                
|Total assets                                                |               |  | $              
|                                                            |               |  |                
|LIABILITIES AND STOCKHOLDERS' EQUITY                        |               | 
|Current liabilities                                         |               | 
|Accounts payable                                            |               |  | $              
|Current maturities of long-term debt                        |               |  |                
|Current portion of capital lease obligations                |               |  |                
|Accrued expenses and other current liabilities              |               |  |                
|                                                            |               |  |                
|Total current liabilities                                   |               |  |                
|Long-term debt                                              |               |  |                
|Long-term capital lease obligations                         |               |  |                
|Deferred income taxes                                       |               |  |                
|Other noncurrent liabilities                                |               |  |                
|                                                            |               |  |                
|Total liabilities                                           |               |  |                
|                                                            |               |  |                
|Stockholders' equity                                        |               | 
|Preferred stock                                             |               |  |                
|Authorized: 5,000,000 shares; no shares issued              |               | 
|Common stock, par value $0.01 per share                     |               |  |                
|Authorized: 100,000,000 shares; issued: 52,034,441 shares   |               | 
|at April 29, 2006 and 52,012,553 shares at January 28, 2006 |               | 
|Common stock warrants                                       |               |  |                
|Paid-in capital                                             |               |  |                
|Accumulated deficit                                         |               |  |                
|Accumulated other comprehensive loss                        |               |  |                
|                                                            |               |  |                
|Total stockholders' equity                                  |               |  |                
|                                                            |               |  |                
|Total liabilities and stockholders' equity                  |               |  | $              
|                                                            |               |  |                

See notes to consolidated financial statements.3

#### Pathmark Stores, Inc.
Consolidated Statements of Cash Flows (Unaudited)(in millions)

|                                                                                | 13 Weeks Ended
|------------------------------------------------------------------------------- | --------------
|
|Operating Activities                                                            |               
|Net loss                                                                        |               
|Adjustments to reconcile the net loss to cash provided by operating activities: |               
|Depreciation and amortization                                                   |               
|Amortization of deferred financing costs                                        |               
|Amortization of stock-based compensation                                        |               
|Deferred income tax benefit                                                     |               
|Cash provided by (used for) operating assets and liabilities:                   |               
|Accounts receivable, net                                                        |               
|Merchandise inventories                                                         |               
|Due from suppliers                                                              |               
|Other current assets                                                            |               
|Noncurrent assets                                                               |               
|Accounts payable                                                                |               
|Accrued expenses and other current liabilities                                  |               
|Other noncurrent liabilities                                                    |               
|                                                                                |               
|Cash provided by operating activities                                           |               
|                                                                                |               
|Investing Activities                                                            |               
|Capital expenditures                                                            |               
|Sale of marketable securities                                                   |               
|                                                                                |               
|Cash used for investing activities                                              |               
|                                                                                |               
|Financing Activities                                                            |               
|Repayments of capital lease obligations                                         |               
|Repayments of other debt, net                                                   |               
|Proceeds from exercise of stock options                                         |               
|Purchase of treasury stock                                                      |               
|Deferred financing costs                                                        |               
|Repayments of the working capital facility, net                                 |               
|                                                                                |               
|Cash used for financing activities                                              |               
|                                                                                |               
|Increase (decrease) in cash and cash equivalents                                |               
|Cash and cash equivalents at beginning of period                                |               
|                                                                                |               
|Cash and cash equivalents at end of period                                      |               
|                                                                                |               
|Supplemental Disclosures of Cash Flow Information                               |               
|Interest paid                                                                   |               
|                                                                                |               
|Income taxes paid                                                               |               
|                                                                                |               

See notes to consolidated financial statements.4

#### Pathmark Stores, Inc.
Consolidated Statements of Stockholders Equity (Unaudited)(in millions)

|                                    | CommonStock |  | CommonStockWarrants |     | Paid-inCapital |   | AccumulatedDeficit |  | AccumulatedOtherComprehensiveLoss |       | TreasuryStock |   | TotalStockholdersEquity |  
|----------------------------------- | ----------- |  | ------------------- | --- | -------------- | - | ------------------ |  | --------------------------------- | ----- | ------------- | - | ------------------------ | -
|                                   
|Balance, January 28, 2006           |             |  | $                   | 0.5 |                | $ | 69.7               |  | $                                 | 743.6 |               | $ | (638.4                   | )
|Net loss and comprehensive loss     |             |  |                     |    |                |   |                   |  |                                   |      |               |   | (5.4                     | )
|Purchase of treasury stock          |             |  |                     |    |                |   |                   |  |                                   |      |               |   |                         |  
|Exercise of stock options           |             |  |                     |    |                |   |                   |  |                                   |      |               |   |                         |  
|Stock-based compensation    expense |             |  |                     |    |                |   |                   |  |                                   | 2.1   |               |   |                         |  
|                                    |             |  |                     |     |                |   |                    |  |                                   |       |               |   |                          |  
|Balance, April 29, 2006             |             |  | $                   | 0.5 |                | $ | 69.7               |  | $                                 | 745.7 |               | $ | (643.8                   | )
|                                    |             |  |                     |     |                |   |                    |  |                                   |       |               |   |                          |  

See notes to consolidated financial statements.5

#### Pathmark Stores, Inc.
Notes to Consolidated Financial Statements (Unaudited)

#### Note 1. Significant Accounting Policies

Business. Pathmark Stores, Inc. (the
"Company" or "Pathmark") operated 141 supermarkets as of April 29,
2006, primarily in the New York-New Jersey and Philadelphia metropolitan areas.

Basis of Presentation.The unaudited consolidated
financial statements included herein have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission. In the opinion of
management, the consolidated financial statements included herein reflect all adjustments
which are of a normal and recurring nature and are necessary to present fairly the results
of operations and financial position of the Company. This report should be read in
conjunction with the audited financial statements and notes thereto included in the
Companys Annual Report on Form 10-K for the year ended January 28, 2006.

Principles of Consolidation.The consolidated
financial statements include the accounts of the Company and its subsidiaries, all of
which are 100% owned. All intercompany transactions have been eliminated in consolidation.

#### Note 2. Related-Party Transaction

The Company and The Yucaipa Companies LLC
(Yucaipa) entered into a Management Services Agreement (the MSA)
in fiscal 2005. Pursuant to the MSA, Yucaipa provides certain business and financial
advice and management services to the Company in connection with the operation of its
business. For such services, the Company pays Yucaipa an annual fee of $3.0 million,
payable monthly, and reimburses Yucaipa for expenses up to $0.5 million per annum. Michael
Duckworth and Ira Tochner, two directors of the Company, are partners in Yucaipa.

#### Note 3. Stock-Based Compensation

Effective with the beginning of fiscal 2006, the Company
adopted the fair value recognition provisions of the Financial Accounting Standards Board
(the FASB) Statement of Financial Accounting Standards (SFAS) No.
123(R) using the modified-prospective transition method. Under this transition method, the
Company recognized stock-based compensation expense for all stock options granted prior
to, but not yet vested on January 28, 2006, and stock options granted subsequent to
January 28, 2006. With the assistance of an independent third party, the Company
determined the fair value of such grants using the Black-Scholes option pricing method.
The adoption of SFAS No. 123(R) increased the Companys loss before income taxes and its net
loss for the 13 weeks ended April 29, 2006 by $1.3 million and $0.8 million, or $0.01
per diluted share, respectively, compared to the accounting for
stock-based compensation under Accounting Principles Board (APB) Opinion No.
25. As a result, stock-based compensation expense of $2.1 million was recorded for the 13
weeks ended April 29, 2006, consisting of $1.3 million related to stock options and $0.8
million related to restricted stock and restricted stock units.

6

#### Pathmark Stores, Inc.
Notes to Consolidated Financial Statements (Unaudited)  (Continued)

#### Note 3. Stock-Based Compensation  (Continued)

The pro forma net loss and net loss per share for the 13
weeks ended April 30, 2005, including the effects of expensing stock options, is as follows
(in millions, except per share amounts):

|                                                                       | 
|---------------------------------------------------------------------- | 
|Net loss, as reported                                                  | 
|Stock-based compensation expense, net of related tax effect, pro forma | 
|                                                                       | 
|Net loss, pro forma                                                    | 
|                                                                       | 
|Weighted average number of shares outstanding  basic and diluted      | 
|                                                                       | 
|Net loss per share  basic and diluted, as reported                    | 
|Stock-based compensation expense, net of related tax effect, pro forma | 
|                                                                       | 
|Net loss per share  basic and diluted, pro forma                      | 
|                                                                       | 

The Companys 2000 Employee Equity Plan (the
Employee Plan) and 2000 Non-Employee Directors Equity Plan (the
Directors Plan) make available the granting of various forms of equity
awards, including stock options, restricted stock and restricted stock units, aggregating
12,294,118 shares of the Companys common stock (the Common Stock), of
which 11,514,118 shares are authorized under the Employee Plan and 780,000 shares are
authorized under the Directors Plan. Officers and certain key employees are eligible
to receive awards under the Employee Plan and directors, who are not employees of the
Company and who are Independent Directors as such term is used under the rules
and listing standards of Nasdaq, are eligible under the Directors Plan.

The following weighted-average assumptions were used to
value the Companys grants of stock options, which are being recognized as
stock-based compensation expense effective with the beginning of fiscal 2006:

|                                                 | Issued
|------------------------------------------------ | ------
|
|Stock options                                    |       
|Fair value of stock options at the date of grant |       
|Risk-free interest rate (a)                      |       
|Expected life (in years) (b)                     |       
|Expected volatility (c)                          |       
|Expected dividend yield (d)                      |       

---

|(a) | The
risk-free interest rate is based on the U.S. Treasury  yield curve in effect at the time
of the grant.
|--- | ----------------------------------------------------------------------------------------------------------



|(b) | The
expected life of the grants was determined using the  simplified method as defined in the
Securities and Exchange Commissions  Staff Accounting Bulletin No. 107.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | The
expected volatility is based on a database of traded  and quoted options on the Companys
Common Stock.
|--- | -----------------------------------------------------------------------------------------------------------



|(d) | The
Company does not expect to pay a dividend during the contractual  life of the options
granted.
|--- | --------------------------------------------------------------------------------------------------

The option granted in the first quarter of fiscal 2006
was granted pursuant to the Employee Plan, has a term of ten years and becomes exercisable
in four installments beginning one year after the date of grant. The Company is amortizing
the expense with respect to this option on a straight-line basis over a four-year period.

7

#### Pathmark Stores, Inc.
Notes to Consolidated Financial Statements (Unaudited)  (Continued)

#### Note 3. Stock-Based Compensation  (Continued)

A summary of stock option activity as of April 29, 2006
is as follows:

|                                                                 | Number ofShares |  | Weighted-AverageExercisePrice PerShare |           | Weighted-AverageRemainingContractualTerm(in years) |   | AggregateIntrinsicValue(in millions)
|---------------------------------------------------------------- | --------------- |  | -------------------------------------- | --------- | -------------------------------------------------- | - | ------------------------------------
|Outstanding at January 28, 2006                                  |                 |  |                                        | 6,954,612 |                                                    | $ | 11.79                               
|Granted during fiscal period                                     |                 |  |                                        | 80,000    |                                                    |   | 10.03                               
|Exercised during fiscal period                                   |                 |  |                                        | (48,375   | )                                                  |   | 5.64                                
|Cancelled, terminated, forfeited or expired during fiscal period |                 |  |                                        | (7,050    | )                                                  |   | 14.40                               
|                                                                 |                 |  |                                        |          
|Outstanding at April 29, 2006                                    |                 |  |                                        | 6,979,187 |                                                    | $ | 11.81                               
|                                                                 |                 |  |                                        |           |                                                    |   |                                     
|Exercisable at April 29, 2006                                    |                 |  |                                        | 4,022,770 |                                                    | $ | 13.04                               
|                                                                 |                 |  |                                        |           |                                                    |   |                                     

The Company received $0.3 million of proceeds from the
exercise of stock options during the first quarter of fiscal 2006 with an
intrinsic value of $0.2 million. As of April 29, 2006, there was $13.3 million
of unrecognized compensation cost related to non-vested options, which will be
recognized over a weighted-average period of 3.4 years.

As of April 29, 2006, the Company had 2,956,417 unvested
options outstanding with a weighted-average fair value of $5.51 per share. No options
vested during the first quarter of fiscal 2006.

The Companys policy related to the issuance of
shares to cover the exercise of options is to first utilize treasury stock, when
available, and then issue shares from currently authorized stock.

During the first quarter of fiscal 2006, a restricted
stock unit representing 10,000 shares of Common Stock was granted under the Employee Plan.
The aggregate value of the restricted stock unit granted of $0.1 million is being
amortized as compensation expense over the four-year vesting period.

The following table summarized the changes in the number
of Common Stock outstanding:

|                            | Common Stock
|--------------------------- | ------------
|
|Balance at January 28, 2006 |             
|Exercise of stock options   |             
|Purchase of treasury stock  |             
|                            |             
|Balance at April 29, 2006   |             
|                            |             

During the first quarter of fiscal 2006, 67,024 shares of
restricted stock vested; upon vesting, 26,487 shares of Common Stock were surrendered by
the recipients to satisfy tax withholding requirements.

8

#### Pathmark Stores, Inc.
Notes to Consolidated Financial Statements (Unaudited)  (Continued)

#### Note 4. Cash and Cash Equivalents

Cash and cash equivalents are comprised of the following (in millions):

|                          | April 29,2006 |  | January 28,2006
|------------------------- | ------------- |  | ---------------
|Cash                      |               |  | $              
|Cash equivalents          |               |  |                
|                          |               |  |                
|Cash and cash equivalents |               |  | $              
|                          |               |  |                

Cash equivalents represent highly liquid investments with
a maturity of three months or less when purchased. At April 29, 2006 and January 28, 2006,
net book overdrafts of $32.5 million and $23.4 million, respectively, were classified as
accounts payable and not as a reduction of cash and cash equivalents since the Company
does not have a right of offset related to its depository and disbursing accounts.

#### Note 5. Long-Term Debt

Long-term debt is comprised of the following (in millions):

|                          | April 29,2006 |  | January 28,2006
|------------------------- | ------------- |  | ---------------
|Senior subordinated notes |               |  | $              
|Term loan                 |               |  |                
|Other debt                |               |  |                
|                          |               |  |                
|Total debt                |               |  |                
|Less: current maturities  |               |  |                
|                          |               |  |                
|Long-term debt            |               |  | $              
|                          |               |  |                

#### Note 6. Interest Expense, Net

Interest expense, net is comprised of the following (in millions):

|                                         | 13 Weeks Ended
|---------------------------------------- | --------------
|
|Senior subordinated notes (a)            |               
|Term loan (b)                            |               
|Working capital facility                 |               
|Lease obligations                        |               
|Amortization of deferred financing costs |               
|Interest income                          |               
|Other                                    |               
|                                         |               
|Interest expense, net                    |               
|                                         |               

---

|(a) | Bears interest at a fixed rate of 8.75%.
|--- | ----------------------------------------



|(b) | The weighted-average interest rates in effect on all borrowings under the term loan were
6.5% and 4.8% during the first quarters of  fiscal 2006 and 2005, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

#### Pathmark Stores, Inc.
Notes to Consolidated Financial Statements (Unaudited)  (Continued)

#### Note 7. Benefits

The Company sponsors a tax-qualified pension plan which
covers substantially all non-union and certain union associates and several nonqualified
pension plans for certain of its associates as well as retiree health and life insurance
benefits, primarily for union groups and retired non-union associates. The components of
net periodic benefit cost (cost reduction) are as follows (in millions):

Pension Benefits:

|                                    | 13 Weeks Ended
|----------------------------------- | --------------
|
|Service cost                        |               
|Interest cost                       |               
|Expected return on plan assets      |               
|Amortization of prior service costs |               
|Amortization of losses              |               
|                                    |               
|Net periodic benefit cost reduction |               
|                                    |               

Other Postretirement Benefits:

|                                    | 13 Weeks Ended
|----------------------------------- | --------------
|
|Service cost                        |               
|Interest cost                       |               
|Amortization of prior service costs |               
|Amortization of losses              |               
|                                    |               
|Net periodic benefit cost           |               
|                                    |               

#### Note 8. Commitments and Contingencies

Contingencies.The Company is subject to claims
and suits in the ordinary cause of business. While the outcome of these claims cannot be
predicted with certainty, the Company does not believe that the outcome of any of these
legal matters will have a material adverse effect on the Companys results of
operations, financial position or cash flows. The Company has taken certain tax positions,
which may be challenged, and has reserved for such tax positions in noncurrent liabilities
as payment, if any, is not expected within one year. While the ultimate resolution of
these positions cannot be determined with any degree of certainty, management believes
that the aggregate contingencies, if any, when compared to the amounts reserved, will not
have a material effect on the Companys consolidated financial statements taken as a
whole.

Commitments and Guarantees.Note 24 to the
Companys consolidated financial statements under the captions Outsourcing
Agreements and Guarantees in its 2005 Annual Report on Form 10-K
provides information on commitments with respect to the Companys outsourcing
agreements and contingent liabilities with respect to leases assigned to third parties
related to former businesses sold by the Company as well as former operating Pathmark
supermarkets.

10

#### Pathmark Stores, Inc.
Notes to Consolidated Financial Statements (Unaudited)  (Continued)

#### Note 9. Consolidating Financial Information

The following represents the consolidating financial
information of Pathmark and its 100% owned guarantor and non-guarantor subsidiaries. The
guarantor subsidiaries are comprised of six 100% owned entities, including Pathmarks
distribution subsidiary, and guarantee on a full and unconditional and joint and several
basis, the 8.75% Senior Subordinated Notes, due 2012 (the Senior Subordinated Notes). The non-guarantor subsidiaries are comprised of four
100% owned single-purpose entities. Each of those entities owns the real estate on which a
supermarket leased to Pathmark is located.

|                                             | Pathmark | GuarantorSubsidiaries | Non-GuarantorSubsidiaries | IntercompanyEliminations | ConsolidatedTotal
|-------------------------------------------- | -------- | --------------------- | ------------------------- | ------------------------ | -----------------
|
|Consolidating Statements of Operations:      |          |                       |                           |                          |                  
|For the 13 Weeks Ended April 29, 2006        |          |                      
|Sales                                        |          |                       | $                         | 998.5                    |                  
|Cost of goods sold                           |          |                       |                           | (709.0                   | )                
|                                             |          |                       |                           |                          |                  
|Gross profit                                 |          |                       |                           | 289.5                    |                  
|Selling, general and administrative expenses |          |                       |                           | (262.3                   | )                
|Depreciation and amortization                |          |                       |                           | (21.3                    | )                
|                                             |          |                       |                           |                          |                  
|Operating earnings                           |          |                       |                           | 5.9                      |                  
|Interest expense, net                        |          |                       |                           | (15.3                    | )                
|Equity in earnings of subsidiaries           |          |                       |                           | 0.6                      |                  
|                                             |          |                       |                           |                          |                  
|Earnings (loss) before income taxes          |          |                       |                           | (8.8                     | )                
|Income tax benefit                           |          |                       |                           | 3.4                      |                  
|                                             |          |                       |                           |                          |                  
|Net earnings (loss)                          |          |                       | $                         | (5.4                     | )                
|                                             |          |                       |                           |                          |                  
|                                            
|For the 13 Weeks Ended April 30, 2005        |          |                      
|Sales                                        |          |                       | $                         | 1,002.5                  |                  
|Cost of goods sold                           |          |                       |                           | (717.5                   | )                
|                                             |          |                       |                           |                          |                  
|Gross profit                                 |          |                       |                           | 285.0                    |                  
|Selling, general and administrative expenses |          |                       |                           | (253.4                   | )                
|Depreciation and amortization                |          |                       |                           | (20.4                    | )                
|                                             |          |                       |                           |                          |                  
|Operating earnings                           |          |                       |                           | 11.2                     |                  
|Interest expense, net                        |          |                       |                           | (15.9                    | )                
|Equity in earnings of subsidiaries           |          |                       |                           | 0.3                      |                  
|                                             |          |                       |                           |                          |                  
|Earnings (loss) before income taxes          |          |                       |                           | (4.4                     | )                
|Income tax benefit                           |          |                       |                           | 2.3                      |                  
|                                             |          |                       |                           |                          |                  
|Net earnings (loss)                          |          |                       | $                         | (2.1                     | )                
|                                             |          |                       |                           |                          |                  

11

#### Pathmark Stores, Inc.
Notes to Consolidated Financial Statements (Unaudited)  (Continued)

#### Note 9. Consolidating Financial Information  (Continued)

|                                           | Pathmark | GuarantorSubsidiaries | Non-GuarantorSubsidiaries | IntercompanyEliminations | ConsolidatedTotal
|------------------------------------------ | -------- | --------------------- | ------------------------- | ------------------------ | -----------------
|
|Consolidating Balance Sheets:              |          |                       |                           |                          |                  
|As of April 29, 2006                       |          |                      
|Merchandise inventories                    |          |                       | $                         | 161.5                    |                  
|Other current assets                       |          |                       |                           | 180.7                    |                  
|                                           |          |                       |                           |                          |                  
|Total current assets                       |          |                       |                           | 342.2                    |                  
|Property and equipment, net                |          |                       |                           | 452.4                    |                  
|Goodwill                                   |          |                       |                           | 144.7                    |                  
|Investment in subsidiaries                 |          |                       |                           | 84.7                     |                  
|Other noncurrent assets                    |          |                       |                           | 184.6                    |                  
|                                           |          |                       |                           |                          |                  
|Total assets                               |          |                       | $                         | 1,208.6                  |                  
|                                           |          |                       |                           |                          |                  
|Accounts payable                           |          |                       | $                         | 99.8                     |                  
|Other current liabilities                  |          |                       |                           | 173.4                    |                  
|                                           |          |                       |                           |                          |                  
|Total current liabilities                  |          |                       |                           | 273.2                    |                  
|Long-term debt                             |          |                       |                           | 423.6                    |                  
|Long-term capital lease obligations        |          |                       |                           | 158.4                    |                  
|Other noncurrent liabilities               |          |                       |                           | 185.4                    |                  
|                                           |          |                       |                           |                          |                  
|Total liabilities                          |          |                       |                           | 1,040.6                  |                  
|Stockholders' equity                       |          |                       |                           | 168.0                    |                  
|                                           |          |                       |                           |                          |                  
|Total liabilities and stockholders' equity |          |                       | $                         | 1,208.6                  |                  
|                                           |          |                       |                           |                          |                  
|                                          
|As of January 28, 2006                     |          |                      
|Merchandise inventories                    |          |                       | $                         | 157.8                    |                  
|Other current assets                       |          |                       |                           | 188.2                    |                  
|                                           |          |                       |                           |                          |                  
|Total current assets                       |          |                       |                           | 346.0                    |                  
|Property and equipment, net                |          |                       |                           | 465.0                    |                  
|Goodwill                                   |          |                       |                           | 144.7                    |                  
|Investment in subsidiaries                 |          |                       |                           | 82.7                     |                  
|Other noncurrent assets                    |          |                       |                           | 185.0                    |                  
|                                           |          |                       |                           |                          |                  
|Total assets                               |          |                       | $                         | 1,223.4                  |                  
|                                           |          |                       |                           |                          |                  
|Accounts payable                           |          |                       | $                         | 98.4                     |                  
|Other current liabilities                  |          |                       |                           | 178.9                    |                  
|                                           |          |                       |                           |                          |                  
|Total current liabilities                  |          |                       |                           | 277.3                    |                  
|Long-term debt                             |          |                       |                           | 423.8                    |                  
|Long-term capital lease obligations        |          |                       |                           | 160.3                    |                  
|Other noncurrent liabilities               |          |                       |                           | 190.7                    |                  
|                                           |          |                       |                           |                          |                  
|Total liabilities                          |          |                       |                           | 1,052.1                  |                  
|Stockholders' equity                       |          |                       |                           | 171.3                    |                  
|                                           |          |                       |                           |                          |                  
|Total liabilities and stockholders' equity |          |                       | $                         | 1,223.4                  |                  
|                                           |          |                       |                           |                          |                  

12

#### Pathmark Stores, Inc.
Notes to Consolidated Financial Statements (Unaudited)  (Continued)

#### Note 9. Consolidating Financial Information  (Continued)

|                                                 | Pathmark | GuarantorSubsidiaries | Non-GuarantorSubsidiaries | IntercompanyEliminations | ConsolidatedTotal
|------------------------------------------------ | -------- | --------------------- | ------------------------- | ------------------------ | -----------------
|
|Consolidating Cash Flow Statements:              |          |                       |                           |                          |                  
|For the 13 Weeks Ended April 29, 2006            |          |                      
|Operating Activities                             |          |                      
|Cash provided by operating activities            |          |                       | $                         | 4.6                      |                  
|                                                 |          |                       |                           |                          |                  
|Investing Activities                             |          |                      
|Capital expenditures                             |          |                       |                           | (9.9                     | )                
|Sale of marketable securities                    |          |                       |                           | 4.0                      |                  
|                                                 |          |                       |                           |                          |                  
|Cash used for investing activities               |          |                       |                           | (5.9                     | )                
|                                                 |          |                       |                           |                          |                  
|Financing Activities                             |          |                      
|Repayments of capital lease obligations          |          |                       |                           | (3.0                     | )                
|Repayments of other debt                         |          |                       |                           | (0.9                     | )                
|Proceeds from exercise of stock options          |          |                       |                           | 0.3                      |                  
|Purchase of treasury stock                       |          |                       |                           | (0.3                     | )                
|Deferred financing costs                         |          |                       |                           | (0.2                     | )                
|Intercompany equity transactions                 |          |                       |                           |                         |                  
|                                                 |          |                       |                           |                          |                  
|Cash provided by (used for) financing activities |          |                       |                           | (4.1                     | )                
|                                                 |          |                       |                           |                          |                  
|Decrease in cash and cash equivalents            |          |                       |                           | (5.4                     | )                
|Cash and cash equivalents at beginning of period |          |                       |                           | 73.3                     |                  
|                                                 |          |                       |                           |                          |                  
|Cash and cash equivalents at end of period       |          |                       | $                         | 67.9                     |                  
|                                                 |          |                       |                           |                          |                  
|                                                
|For the 13 Weeks Ended April 30, 2005            |          |                      
|Operating Activities                             |          |                      
|Cash provided by operating activities            |          |                       | $                         | 13.8                     |                  
|                                                 |          |                       |                           |                          |                  
|Investing Activities                             |          |                      
|Capital expenditures                             |          |                       |                           | (6.7                     | )                
|                                                 |          |                       |                           |                          |                  
|Cash used for investing activities               |          |                       |                           | (6.7                     | )                
|                                                 |          |                       |                           |                          |                  
|Financing Activities                             |          |                      
|Repayments of capital lease obligations          |          |                       |                           | (3.2                     | )                
|Repayments of the working capital facility, net  |          |                       |                           | (1.8                     | )                
|Repayments of other debt, net                    |          |                       |                           | (0.4                     | )                
|Intercompany equity transactions                 |          |                       |                           |                         |                  
|                                                 |          |                       |                           |                          |                  
|Cash used for financing activities               |          |                       |                           | (5.4                     | )                
|                                                 |          |                       |                           |                          |                  
|Increase in cash                                 |          |                       |                           | 1.7                      |                  
|Cash at beginning of period                      |          |                       |                           | 42.3                     |                  
|                                                 |          |                       |                           |                          |                  
|Cash at end of period                            |          |                       | $                         | 44.0                     |                  
|                                                 |          |                       |                           |                          |                  

13

#### Item 2. Managements Discussion and Analysis of Financial Condition  and Results
of Operations.

##### Results of Operations

The following table sets forth selected consolidated
statements of operations data (dollars in millions):

|                                             | 13 Weeks Ended
|-------------------------------------------- | --------------
|                                             |               
|                                             |               
|Sales                                        |               
|                                             |               
|Gross profit                                 |               
|Selling, general and administrative expenses |               
|Depreciation and amortization                |               
|                                             |               
|Operating earnings                           |               
|Interest expense, net                        |               
|                                             |               
|Loss before income taxes                     |               
|Income tax benefit                           |               
|                                             |               
|Net loss                                     |               
|                                             |               

Sales.Sales in the first quarter of fiscal 2006
were $998.5 million, down 0.4% from $1,002.5 million in the first quarter of fiscal 2005.
The sales decrease in the first quarter of fiscal 2006 was due to a 0.1% decrease in
same-store sales (stores open the entire first quarter in both fiscal 2006 and fiscal
2005, including replacement stores) and a 0.8% decrease from closed stores, partially
offset by a 0.5% increase from new stores. The Company operated 141 stores at the end of
the first quarter of fiscal 2006 and 142 stores at the end of the first quarter of fiscal
2005.

Gross Profit.Gross profit represents the
difference between sales and cost of goods sold, which includes the cost of inventory sold
and the related purchase and distribution costs, net of vendor allowances and rebates.
Gross profit in the first quarter of fiscal 2006 was $289.5 million or 29.0% of sales
compared to $285.0 million or 28.4% of sales in the first quarter of fiscal 2005. The
increase in the gross profit of $4.5 million and the gross profit percent
of 0.6% in the first quarter of fiscal 2006 was primarily due to improved departmental
mix, lower product costs in the meat department and higher vendor support.

Selling, General and Administrative Expenses (SG&A).SG&A in the first quarter of fiscal
2006 was $259.8 million or 26.0% of sales compared to $250.9 million or 25.0% of sales in
the first quarter of fiscal 2005. The $8.9 million increase in SG&A in the first
quarter of fiscal 2006 included a $2.1 million charge related to stock-based compensation.
SG&A in the first quarter of fiscal 2005 included $0.9 million in expenses related to
our review of strategic alternatives. Excluding the aforementioned items, SG&A
increased $7.7 million, primarily due to higher utility and supply expenses resulting from
higher fuel and resin costs and higher rent and real estate taxes.

Depreciation and Amortization.Depreciation and
amortization in the first quarter of fiscal 2006 were $23.0 million compared to $22.2
million in the first quarter of fiscal 2005. The increase in depreciation and amortization
was primarily due to capital expenditures made as part of new store and renovation
programs.

Operating Earnings.Operating earnings in the
first quarter of fiscal 2006 was $6.7 million compared to $11.9 million in the first
quarter of fiscal 2005. The decrease in operating earnings was primarily due to higher
SG&A, partially offset by higher gross profit.

Interest Expense, Net.Interest expense was $15.5
million in the first quarter of fiscal 2006 compared to $16.3 million in the first quarter
of fiscal 2005. The decrease in interest expense was primarily due to lower debt, lower
lease obligations and higher investment income.

14

Income Tax Benefit.The income tax benefit was
$3.4 million in the first quarter of fiscal 2006 compared to $2.3 million in the first
quarter of fiscal 2005 and was based on an effective tax rate of 39.3% in the first
quarter of fiscal 2006 compared to 52.7% in the first quarter of fiscal 2005. The
effective tax rate for the first quarter of fiscal 2006 was impacted by the expiration of
the Work Opportunity Tax Credit (WOTC) on December 31, 2005. If pending WOTC
legislation is passed retroactive to the beginning of 2006, the effective tax rate for
fiscal 2006 would be 41.5%.

Summary of Operations.The net loss was $5.4
million in the first quarter of fiscal 2006 compared to $2.1 million in the first quarter
of fiscal 2005. The increase in the net loss was primarily due to lower operating
earnings, partially offset by lower interest expense and higher income tax benefits.

##### Liquidity and Capital Resources

Cash Flows. The following table sets forth certain
consolidated statements of cash flow data (in millions):

|                             | 13 Weeks Ended
|---------------------------- | --------------
|
|Cash provided by (used for): |               
|Operating activities         |               
|Investing activities         |               
|Financing activities         |               

The decrease in cash provided by operating activities in
the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005 was
primarily due to lower cash provided by operating assets and liabilities. The increase in
cash used for investing activities in the first quarter of fiscal 2006 compared to the
first quarter of fiscal 2005 was due to higher capital expenditures, partially offset by
proceeds for the sale of marketable securities. The decrease in cash used for financing
activities in the first quarter of fiscal 2006 compared to the first quarter of fiscal
2005 was primarily due to the repayment of the working capital facility in the first
quarter of fiscal 2005.

We believe that cash flows generated from operations
supplemented by our cash and cash equivalents, the unused borrowing capacity under the
Credit Agreement (as defined below) and the availability of capital lease financing will
be sufficient to provide for our debt service requirements, working capital needs and
capital expenditure program. However, in the event that cash flows from operations
continue to decrease, we may decide to limit our future cash capital expenditure program
and, subject to the Senior Leverage Ratio (as defined below), our ability to utilize the
full amount available under the Working Capital Facility (as defined below), could be
limited.

Debt Service and Liquidity.Our liquidity
significantly improved on June 9, 2005, when we issued common stock and warrants to a
group of investors led by Yucaipa for an aggregate purchase price of $150 million in cash.
We received $137.5 million for the common stock and warrants, net of $12.5 million of
costs directly attributable to the offering. We used $40.3 million of the net proceeds to
pay down our Working Capital Facility (as defined below) borrowings and $23.3 million to
defease our mortgage borrowings. The remaining net proceeds were invested in short-term
cash investments and are being used for general corporate purposes, including capital
expenditures.

15

During fiscal 2004, we entered into a senior secured
credit facility (the Credit Agreement) with a group of lenders led by Fleet
Retail Group, a Bank of America company. The Credit Agreement expires on October 1, 2009
and consists of a $180 million working capital facility (the Working Capital
Facility), including letters of credit, and a $70 million term loan (the Term
Loan). The Credit Agreement contains certain covenants which, among other things,
place limits on the incurrence of additional indebtedness, issuance of cash-pay preferred
stock, repurchase of Company stock, incurrence of liens, sale-leaseback transactions,
hedging activities, sale or discount of receivables, investments, loans, advances,
guarantees with affiliates, asset sales, acquisitions, mergers and consolidations,
changing lines of business, repayments of other indebtedness, amendments to organizational
documents and other matters customarily restricted in such agreements. The Credit
Agreement also contains provisions permitting us to increase the size of the Working
Capital Facility by $25 million and to repay and subsequently reborrow any portion of the
Term Loan, in each instance subject to certain conditions. The Credit Agreement further
provides that we must maintain a minimum inventory level of $150 million, that the maximum
annual cash capital expenditures in a fiscal year are limited to the lesser of $150
million or an amount equal to our Consolidated EBITDA (as defined in the Credit Agreement)
for the immediately preceding fiscal year plus any unused cash capital expenditures in the
immediately preceding fiscal year up to a maximum of $20 million, and that we shall not
permit the ratio of Credit Extensions to Consolidated EBITDA (calculated on a trailing
four-fiscal-quarter basis) at the end of any fiscal quarter to be more than 2.4:1.0 for
each of the first three quarters of fiscal 2006 and 1.9:1.0 for each fiscal quarter
thereafter (the Senior Leverage Ratio). As used in the Credit Agreement,
Credit Extensions mean the sum of the principal balance of all outstanding borrowings
thereunder ($70.0 million as of April 29, 2006) and the amount of outstanding letters of
credit ($85.4 million as of April 29, 2006). Based on the Senior Leverage Ratio at the end
of the first quarter of fiscal 2006, we have full availability under the Working Capital
Facility after giving effect to Credit Extensions ($94.6 million). Also, the Credit
Agreement prohibits the payment of cash dividends. The Credit Agreement contains customary
events of default, including without limitation, payment defaults, material breaches of
representations, warranties and covenants, certain events of bankruptcy and insolvency,
and a change of control. We were in compliance with the Credit Agreement covenants as of
April 29, 2006.

Borrowings under the Credit Agreement bear interest at
floating rates equal to LIBOR plus a premium that ranges between 1.50% to 2.25%, depending
on the average remaining availability under the Credit Agreement. Our interest rate on
borrowings under the Credit Agreement is currently at LIBOR plus 1.75%. Under the Term
Loan, we are required to make a balloon payment of $70 million on October 1, 2009. The
Working Capital Facility also expires on October 1, 2009. The weighted-average interest
rate in effect on all borrowings under the Term Loan was 6.5% during the first quarter of
fiscal 2006.

All of the obligations under the Credit Agreement are
guaranteed by our 100% owned subsidiaries, except our non-guarantor
subsidiaries, which are comprised of four 100% owned and consolidated single-purpose
entities. Each of these single-purpose entities owns the real estate on which a
supermarket leased to Pathmark is located. The obligations under the Credit Agreement and
those of the subsidiaries guaranteeing the Credit Agreement are secured by substantially
all of the Companys tangible and intangible assets including, without limitation,
intellectual property, real property, including leasehold interests, and the capital stock
in each of these subsidiaries.

We have outstanding $350 million aggregate principal
amount of  Senior Subordinated Notes, including $150 million issued at a premium, which pay cash interest
semi-annually on February 1 and August 1. The indenture relating to the Senior
Subordinated Notes (the Indenture) contains a number of restrictive covenants,
including a restriction on our ability to declare cash dividends on our Common Stock. We
were in compliance with the Senior Subordinated Notes covenants as of April 29, 2006.

There are no credit agency ratings-related triggers in
either the Credit Agreement or in the Indenture that would adversely impact the cost of
borrowings, annual amortization of principal or related debt maturities.

Capital Expenditures.Capital expenditures
in the first quarter of fiscal 2006 were $12.1 million compared to $6.7 million in the
first quarter of fiscal 2005. Capital expenditures for fiscal 2006 are expected to be
approximately $70 million. During the remainder of fiscal 2006, we expect to complete 16
store renovations.

16

##### Critical Accounting Policies

Our discussion of results of operations and financial
condition relies on our consolidated financial statements that are prepared based on
certain critical accounting policies that require management to make judgments and
estimates that are subject to varying degrees of uncertainty. We believe that investors
need to be aware of these policies and how they impact our financial statements as a
whole, as well as our related discussion and analysis presented herein. While we believe
that these accounting policies are based on sound measurement criteria, actual future
events can and often do result in outcomes that can be materially different from these
estimates or forecasts. The accounting policies and related risk described in our Annual
Report on Form 10-K for the year ended January 28, 2006 are those that depend most heavily
on these judgments and estimates. As of April 29, 2006, there have been no material
changes to any of the critical accounting policies contained therein.

##### New Accounting Pronouncements

In May 2005, the FASB issued SFAS No. 154,
Accounting Changes and Error Corrections  a replacement of APB Opinion No. 20 and
SFAS No. 3". This statement changes the requirements for the accounting for and
reporting of a change in accounting principle. Previously, most voluntary changes in
accounting principles required recognition through a cumulative adjustment within net
income in the period of the change. This statement requires retrospective application to
prior periods financial statements unless it is impracticable to determine the
period-specific effects or the cumulative effect of the change and is effective for
accounting changes and corrections of errors made in fiscal years beginning after December
15, 2005. We do not expect that the adoption of SFAS No. 154 will have a material impact
on our consolidated financial statements.

In October 2005, the FASB issued FASB Staff Position
(FSP) No. FAS 13-1 Accounting for Rental Costs Incurred during a
Construction Period, which concluded that rental costs incurred during and after a
construction period are for the right to control the use of a leased asset and must be
recognized as rental expense. Such costs were previously capitalizable as construction
costs if the company had a policy to do so. This FSP is effective for reporting periods
beginning after December 15, 2005. The adoption of FSP Nos. 13-1 did not have a material
impact on our consolidated financial position or results of operations.

##### Forward-Looking Information

This report contains both historical and
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. These statements appear in a number of places in
this report and include statements regarding our intent, belief and current expectations
with respect to, among other things, capital expenditures and technology initiatives, the
ability to borrow funds under our credit facility, the ability to successfully implement
our operating strategies, including trends affecting our business, financial condition and
results of operations. The words anticipate, believe,
expect, forecast, guidance, intend,
may, ongoing, plan, project,
will and other similar expressions generally identify forward-looking
statements. While these forward-looking statements and the related assumptions are made in
good faith and reflect our current judgment regarding the direction of our business,
actual results will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance suggested herein. These
statements are based upon a number of assumptions and estimates which are inherently
subject to significant uncertainties and contingencies, many of which are beyond our
control and reflect future business decisions which are subject to change. Some of these
assumptions inevitably will not materialize, and unanticipated events will occur which
will affect our results. Some important factors (but not necessarily all factors) that
could negatively affect our revenues, growth strategies, future profitability and
operating results, or that otherwise could cause actual results to differ materially from
those expressed in or implied by any forward-looking statement, include the following:

17

- changes in business and economic conditions and other adverse  conditions in our
markets;
- unanticipated environmental damages;
- increased competition;
- increased labor and labor related (e.g., health and welfare  and pension) costs
and/or labor disruptions;
- reliance on third-party suppliers;
- our ability to successfully implement our operating,  marketing, renovation and
expansion strategies and cost reduction initiatives;  and
- natural disasters.

For a discussion of these factors, see Item 1 
Business  Factors Affecting Our Business and Prospects in our Annual Report on Form
10-K for the year ended January 28, 2006. The Company undertakes no obligation to update
forward-looking statements to reflect developments or information obtained after the
date hereof and disclaims any obligation to do so.

#### Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our financial results are subject to risk from interest
rate fluctuations on debt which carries variable interest rates. Variable rate debt
outstanding under our Term Loan was $70.0 million on April 29, 2006. The interest rate in
effect on all borrowings under our Term Loan was 6.5% during the first quarter of fiscal
2006. A 1% change in interest rates applied to the $70.0 million balance of floating-rate
Term Loan debt would affect pre-tax annual results of operations by approximately $0.7
million. Our Senior Subordinated Notes bear interest at a fixed rate of 8.75%, and are,
therefore, not subject to risk from interest rate fluctuations. The principal objective of
our investment management activities is to maintain acceptable levels of interest rate and
liquidity risk to facilitate our funding needs. As part of our risk management, we may use
derivative financial products such as interest rate hedges and interest rate swaps in the
future.

#### Item 4. Controls and Procedures.

The Companys management, with the participation of
the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the Companys disclosure controls and procedures pursuant to Rule
13a-15(b) of the Exchange Act as of April 29, 2006. Based on that evaluation, the
Companys Chief Executive Officer and Chief Financial Officer have concluded that, as
of April 29, 2006, the Companys disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company required to be
included in the Companys Exchange Act reports.

There has been no changes during the Companys
fiscal quarter ended April 29, 2006 in the Companys internal controls over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) that has materially affected, or is reasonably likely to materially affect, the
Companys internal controls over financing reporting.

### Part II. Other Information

#### Item 1. Legal Proceedings.

Complaint.On June 15, 2005, Rick Hartman, a
stockholder in the Company, filed in the United States District Court for the District of
Delaware a purported class action complaint (the Complaint) against us and our
directors (the Individual Defendants; the Company and the Individual
Defendants hereinafter collectively referred to as the Defendants). The
Complaint asserts on behalf of a purported class of our stockholders a claim against the
Defendants for issuing a proxy statement in connection with a purchase agreement, that
was allegedly materially false and misleading. The Complaint additionally asserts a claim
against the Individual Defendants for alleged breach of fiduciary duties in connection
with the purchase agreement. The Complaint seeks an award of damages for the alleged
wrongs asserted in the Complaint. On March 8, 2006, the Court issued an opinion dismissing
the Complaint in its entirety (the proxy statement claims with prejudice, and the breach
of fiduciary duty claims without prejudice). The time within which the plaintiff could
appeal the Courts judgment expired in April 2006.

18

#### Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Repurchases of Equity Securities.The table
below is a listing of repurchases of Common Stock during the first quarter of fiscal 2006.

|                                 | (a)Total Number ofShares Purchased |  | (b)Average PricePaid Per Share |        | (c)Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms |   | (d)MaximumNumber of SharesThat May Yet BePurchased Underthe Plans orPrograms
|-------------------------------- | ---------------------------------- |  | ------------------------------ | ------ | ------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------
|February 26 to April 1, 2006 (1) |                                    |  |                                | 26,487 |                                                                                 | $ | 10.24                                                                       
|                                 |                                    |  |                                |        |                                                                                 |   |                                                                             

---

|(1) | Represents
shares withheld by the Company from the vested  portion of restricted stock awards with a
market value equal to the amount of  withholding taxes due.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

#### Item 6. Exhibits.



|31.1 | Form
of CEO Certification, filed herewith.
|---- | ------------------------------------------



|31.2 | Form
of CFO Certification, filed herewith.
|---- | ------------------------------------------



|32.1 | Certification
of John T. Standley, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of  the Sarbanes-Oxley Act of 2002, filed herewith.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



|32.2 | Certification
of Frank G. Vitrano, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of  the Sarbanes-Oxley Act of 2002, filed herewith.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

### Signatures

Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                   |  | Pathmark Stores, Inc.
|------------------ |  | ---------------------
|                  
|                   |  | By:                  
|                  
|                   |  | By:                  
|Date: June 2, 2006