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

                                   FORM 10-KSB

                [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                              For Fiscal Year Ended
                                December 31, 2004

                            Commission File #0-32443
                         THE BERKSHIRE COLLECTION, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   98-0219211
                      (IRS Employer Identification Number)
             3266 Yonge Street, Suite 1208, Toronto, Ontario MAN 3P6
               (Address of principal executive offices)(Zip Code)

                                 (416) 918-2209
                (Registrant's telephone no., including area code)

              3215 Mathers Avenue, West Vancouver, Canada  V7V 2K6
    (Former name, former address and former fiscal year, if changed since last
                                     report)

SECURITIES  REGISTERED  PURSUANT  TO  SECTION  12(B)  OF  THE  ACT:  None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock, $0.001
Par  Value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.
Yes  [ ]  No  [X]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B not contained in this form, and no disclosure will be contained,
to  the  best  of the registrant's knowledge, in definitive proxy or information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.  (X)

Revenues  for  year  ended December 31, 2004: $0.  Aggregate market value of the
voting  common stock held by non-affiliates of the registrant as of May 11, 2005
was  $0. Number of shares of the registrant's common stock outstanding as of May
11,  2005  was  132,627,880.

<PAGE>

                                TABLE OF CONTENTS



                                     PART I

Item  1.     Description of Business                                           3

Item  2.     Description of Properties                                         6

Item  3.     Legal  Proceedings                                                6

Item  4.     Submission of Matters to a Vote of Security Holders               6

Item  5.     Market for Registrant's Common Equity, Related Stockholder
             Matters and Small Business Issuer Purchase of Equity Securities   6


                                     PART II

Item  6.     Management's Discussion and Analysis of Financial
             Conditions and Results  of  Operations                            7

Item  7.     Financial  Statements                                           F-1

Item  8.     Changes  in  and  Disagreements  with Accountants on
             Accounting and Financial  Disclosure                              9

Item  8A.    Controls  and  Procedures                                         9

Item  8B.    Reports  on  Form  8-K                                            9

                                    PART III

Item  9.     Directors,  Executive  Officers,  Promoters  and  Control
             Persons; Compliance with Section 16(a) of the Exchange Act        9

Item  10.    Executive  Compensation                                          10

Item  11.    Security Ownership of Certain Beneficial Owners and Management   11

Item  12.    Certain  Relationships  and  Related  Transactions               11

Item  13.    Exhibits                                                         11

Item  14.    Principal  Accountant  Fees  and  Services                       12

                                   SIGNATURES

<PAGE>

                            FORWARD LOOKING STATEMENT

The  statements  contained herein and other information contained in this report
may  be  based,  in  part,  on  management's  estimates,  projections, plans and
judgments.  These  forward-looking  statements  are subject to certain risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical  results  or  those  anticipated.  In  this  report,  the  words
"anticipates",  "believes",  "expects",  "intends", "future", "plans", "targets"
and  similar  expressions  identify  forward-looking  statements.  Readers  are
cautioned  not  to  place  undue  reliance  on  the  forward-looking  statements
contained herein.  The Company undertakes no obligation to publicly revise these
forward-looking  statements  to  reflect  events or circumstances that may arise
after  the  date  hereof.  Additionally,  these  statements are based on certain
assumptions  that  may  prove  to  be erroneous and are subject to certain risks
including,  but  not  limited  to,  the  Company's  dependence  on  limited cash
resources,  its  dependence on certain key personnel within the Company, and its
ability  to raise additional capital.  The Company believes that it will be able
to  compete in this environment and will be able to find attractive investments;
however,  it is not possible to predict competition or the effect this will have
on  the  Company's  operations.  The Company's operations are also significantly
affected  by factors, which are outside the control of the Company. Accordingly,
actual  results  may differ, possibly materially, from the predictions contained
herein

                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

GENERAL  INFORMATION  ABOUT  THE  BERKSHIRE  COLLECTION,  INC.

The  Berkshire  Collection,  Inc.  ("Berkshire"  or  "Company"),  a  Delaware
corporation,  was  organized on July 11, 1997. Our principle executive office is
located at 3266 Yonge Street, Suite 1208, Toronto, Ontario, MAN 3P6 and has been
in a developmental stage until the 1st quarter of 2005.  Berkshire is a publicly
traded  company  listed  on  the  Pink Sheets under the symbol "NPPT". Berkshire
currently  has  no  subsidiaries.

BUSINESS  STRATEGY

To  date,  the  Company's only business activities have been organizational, and
development  of  a  business  plan.  The  Company  has  not commenced commercial
operations.  On  February  15, 2002, the Company completed an Agreement and Plan
of  Merger  with  SecurityPlus, Inc., a Delaware corporation.  However, on April
25, 2002, the Company and SecurityPlus, Inc. determined that they were unable to
complete  the  Agreement  and  Plan  of  Merger and rescinded all agreements and
plans.

The Company currently operates as a development stage company, while formulating
a  plan to improve its financial position.  The Board of Directors adopted a new
strategy  subsequent to December 31, 2002, which committed the Company to seek a
merger/acquisition transaction with a Company having better financial resources.

RISK  FACTORS

An  investment  in  the securities of the Company involves extreme risks and the
possibility  of  the  loss  of a shareholder's entire investment.  A prospective
investor  should  evaluate all information discussed in this Report and the risk
factors  discussed  below  in  relation  to  his  financial circumstances before
investing  in  any  securities  of  the  Company.

                                        3
<PAGE>

1.   Going  Concern  Risk
     --------------------

We have had and could have losses, deficits and deficiencies in liquidity, which
could  impair  our  ability  to  continue  as  a  going  concern.

Certain factors raise substantial doubt about our ability to continue as a going
concern.  Since  its  inception,  the Company has suffered recurring losses from
operations  and has been dependent on existing stockholders and new investors to
provide  the  cash  resources  to sustain its operations. During the years ended
December  31,  2004  and 2003, the Company reported net losses and negative cash
flows  from  operations.   Additionally,  the Company has had no revenue for the
last  few  years.  These  factors  raise  substantial  doubt about the Company's
ability  to  continue  as  a  going  concern.

The  Company's  long-term viability as a going concern involves a high degree of
risk.

2.   No  Current Relevant Operating History. The Company has no current relevant
     --------------------------------------
     operating  history,  revenues from operations, or assets. The Company faces
     all of the risks of a new business and those risks specifically inherent in
     the  investigation,  acquisition,  or  involvement  in  a  new  business
     opportunity.  Purchase of any securities of the Company must be regarded as
     placing funds at a high risk in a new or "start-up" venture with all of the
     unforeseen  costs,  expenses,  problems,  and  difficulties  to  which such
     ventures  are  subject.

3.   No  Assurance  of  Success or Profitability. There is no assurance that the
     -------------------------------------------
     Company will acquire a favorable business opportunity. In addition, even if
     the  Company  becomes  involved  in  a  business  opportunity,  there is no
     assurance  that  it  will  generate revenues or profits, or that the market
     price  of  the  Company's  Common  Stock  will  be  increased  thereby.

4.   Type  of  Business Acquired. The type of business to be acquired may be one
     ---------------------------
     that  desires  to  avoid  effecting  a public offering and the accompanying
     expense,  delays,  and  federal  and  state  requirements  which purport to
     protect  investors.  Because  of  the Company's limited capital, it is more
     likely  than  not  that  any  acquisition by the Company will involve other
     parties  whose  primary  interest  is  the acquisition of a publicly traded
     company.  Moreover,  any  business  opportunity  acquired  may be currently
     unprofitable  or  present  other  negative  factors.

5.   Lack  of Diversification. Because of the limited financial resources of the
     ------------------------
     Company,  it  is  unlikely  that  the Company will be able to diversify its
     acquisitions  or  operations. The Company's probable inability to diversify
     its activities into more than one area will subject the Company to economic
     fluctuations  within  a  particular  business  or  industry  and  therefore
     increase  the  risks  associated  with  the  Company's  operations.

6.   Regulations.  An  acquisition made by the Company may be of a business that
     -----------
     is  subject  to  regulation  or  licensing  by  federal,  state,  or  local
     authorities. Compliance with such regulations and licensing can be expected
     to  be  a  time-consuming, expensive process and may limit other investment
     opportunities  of  the  Company.

7.   Conflicts  of  Interest.  Certain  conflicts  of interest exist between the
     -----------------------
     Company  and  its  executive officers and directors. Each of them has other
     business  interests  to which they devote their primary attention, and they
     may  be  expected  to  continue to do so although management time should be
     devoted  to the business of the Company. As a result, conflicts of interest
     may arise that can be resolved only through their exercise of such judgment
     as  is  consistent  with  their  fiduciary  duties  to  the  Company.

8.   Indemnification  of  Officers  and  Directors.  The  Company's  Articles of
     ---------------------------------------------
     Incorporation  provide  for the indemnification of its directors, officers,
     employees, and agents, under certain circumstances, against attorney's fees
     and  other expenses incurred by them in any litigation to which they become
     a  party arising from their association with or activities on behalf of the
     Company.  The Company may also bear the expenses of such litigation for any
     of  its  directors,  officers,  employees,  or  agents,  upon such person's
     promise to repay the Company; thus, if it is ultimately determined that any
     such  person  shall  not  have  been  entitled  to  indemnification.  This
     indemnification  policy  could  result  in  substantial expenditures by the
     Company  that  it  will  be  unable  to  recoup.

                                        4
<PAGE>

9.   Dependence  upon Outside Advisors. To supplement the business experience of
     ---------------------------------
     management,  the  Company  may be required to employ accountants, technical
     experts,  appraisers,  attorneys,  or  other  consultants  or advisors. The
     selection of any such advisors will be made by management without any input
     from  shareholders. Furthermore, it is anticipated that such persons may be
     engaged  on  an  "as  needed" basis without a continuing fiduciary or other
     obligation  to  the  Company.

10.  Need  for Additional Financing. The Company's funds will not be adequate to
     ------------------------------
     take advantage of any available business opportunities. Even if the Company
     were  to  obtain  sufficient  funds  to  acquire  an interest in a business
     opportunity, it may not have sufficient capital to exploit the opportunity.
     The  ultimate  success of the Company will depend upon its ability to raise
     additional capital or find an acquisition candidate or merger candidate. If
     no  funds  or  acquisition  or merger candidate is available, the Company's
     operations  will  be  limited to those that can be financed with its modest
     capital  or  the  Company  will  cease  all  operations.

11.  Competition.  The  search for potentially profitable business opportunities
     -----------
     is  intensely competitive. The Company expects to be at a disadvantage when
     competing  with  many  firms  that have substantially greater financial and
     management  resources  and capabilities than the Company. These competitive
     conditions  will  exist  in  any  industry  in which the Company may become
     interested.

12.  No  Foreseeable Dividends. The Company has not paid dividends on its Common
     -------------------------
     Stock  and  does  not  anticipate  paying such dividends in the foreseeable
     future.

13.  Loss  of  Control  by  Present Management and Shareholders. The Company may
     ----------------------------------------------------------
     consider  an  acquisition in which the Company would issue as consideration
     for  the  business  opportunity  to  be acquired an amount of the Company's
     authorized  but unissued Common Stock that would, upon issuance, constitute
     as much as 95% of the voting power and equity of the Company. The result of
     such  an  acquisition would be that the acquired company's stockholders and
     management would control the Company, and the Company's management could be
     replaced  by  persons  unknown  at  this  time.  Such  a merger could leave
     investors  in  the  securities  of  the  Company  with  a  greatly  reduced
     percentage  of  ownership of the Company. Management could sell its control
     block  of  stock at a premium price to the acquired company's stockholders,
     although  management  has  no  plans  to  do  so.

14.  Dilutive  Effects  of  Issuing Additional Common Stock. The majority of the
     ------------------------------------------------------
     Company's  authorized but unissued Common Stock remains unissued. The board
     of  directors  of  the  Company has authority to issue such unissued shares
     without  the  consent  or  vote  of  the  shareholders  of the Company. The
     issuance  of  these shares may further dilute the interests of investors in
     the securities of the Company and will reduce their proportionate ownership
     and  voting  power in the Company. See "Series B Common Shares Authorized,"
     below.

15.  Thinly-traded  Public  Market.  There  currently is only a thinly traded or
     -----------------------------
     virtually  inactive public market for the securities of the Company, and no
     assurance  can  be  given that a more active market will develop or that an
     investor  will  be  able  to  liquidate his investment without considerable
     delay,  if at all. If a more active market should develop, the price may be
     highly  volatile.  Factors  such  as those discussed in this "Risk Factors"
     section  may  have  a  significant  impact  upon  the  market  price of the
     securities  of  the  Company.  Owing  to what may be expected to be the low
     price  of the securities, many brokerage firms may not be willing to effect
     transactions  in the securities. Even if an investor finds a broker willing
     to  effect  a transaction in these securities, the combination of brokerage
     commissions,  state transfer taxes, if any, and any other selling costs may
     exceed  the  selling  price.  Further,  many  lending institutions will not
     permit  the  use  of  such  securities  as  collateral  for  any  loans.

                                        5
<PAGE>

TITLE  TO  PROPERTIES

The  Company  owns  no  real  estate.

EMPLOYEES

As  of  May16,  2005,  Berkshire had no full-time employees, including executive
officers,  non- executive officers, secretarial and clerical personnel and field
personnel.

ITEM  2.  DESCRIPTION  OF  PROPERTY
-----------------------------------

Berkshire's  principal executive offices are located at 3266 Yonge Street, Suite
1208,  Toronto,  Ontario,  MAN  3P6  in  approximately 100 square feet of office
space  that  is  provided  free  of  charge  by Sandy Winick, the Company's sole
officer  and  director.  The Company believes that this office space is adequate
for  the  Company's  present  and  future  needs.

ITEM  3.  LEGAL  PROCEEDINGS
----------------------------

As  of  the  date  hereof,  Berkshire  is  not  a  party  to  any material legal
proceedings,  and  none  are  known  to  be  contemplated  against  Berkshire.

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

None

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

As  of  December  31,  2004,  Berkshire  had  3,014,270  shares  of common stock
outstanding  and  had  approximately  150  certificate  stockholders  of record.
The  following  table  sets forth certain information as to the high and low bid
quotations quoted on the OTC Bulletin Board commencing from when the Company was
first  granted  a  symbol  on  May  11,  2004.  Information  with  respect  to
over-the-counter  bid  quotations  represents  prices  between dealers, does not
include  retail  mark-ups,  mark-downs  or  commissions, and may not necessarily
represent  actual  transactions.

                               Period          High        Low
                              --------        ------      -----
                               2004
First  Quarter*                               .0232       .0232
Second  Quarter                               .0232       .0232
Third  Quarter                                .0232       .0232
Fourth  Quarter                               .0232       .0232

*The  Company  was  issued  a  symbol  and  commenced  trading  on May 11, 2004.

The  bid price of our common stock was $0.0001 per share on May 11, 2005.  There
are  approximately  150  certificate  shareholders of record as of May 11, 2005.

                                        6
<PAGE>

SECURITIES  AUTHORIZED  FOR  ISSUANCE UNDER EQUITY COMPENSATION PLANS FOR FISCAL
YEAR  ENDED  DECEMBER  31,  2004

<TABLE>
<CAPTION>

                                                                              Number  of  Securities
                                                                              remaining available for
                                                                              future issuance under
                          Number of Securities to                             equity  compensation
                          be issued upon exercise   Weighted-average price    plans(excluding
                          of outstanding options,   of outstanding options    securities reflected in
                          warrants  and  rights     warrants  and  rights     column  (a))
---------------------     ---------------------     ---------------------     -----------------------
                                   (a)                        (b)                        (c)
<S>                                <C>                        <C>                        <C>
Equity compensation
plans approved by
security holders                    0                          0                          0
---------------------     ---------------------     ---------------------     -----------------------
Equity compensation
plans not approved by
security holders                    0                          0                          0
---------------------     ---------------------     ---------------------     -----------------------
TOTAL                               0                          0                          0
---------------------     ---------------------     ---------------------     -----------------------
</TABLE>


OUR  TRANSFER  AGENT  IS:

American  Heritage  Stock  Transfer  Inc.
80  Tiverton  Court
Suite  205
Markham,  Ontario  L3R  0G4

DIVIDENDS

There have been no dividends declared in the past two years. We presently intend
to  retain future earnings to support our growth.  Any payment of cash dividends
in the future will be dependent upon: the amount of funds legally available, our
earnings; financial condition; capital requirements; and other factors which our
Board  of  Directors  deems  relevant.

                                     PART II


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITIONS AND
--------------------------------------------------------------------------------
RESULTS  OF  OPERATIONS
-----------------------

BUSINESS  STRATEGY

Berkshire currently operates as a development stage company, while formulating a
plan  to  improve  its financial position.  The Board of Directors adopted a new
strategy  subsequent to December 31, 2002, which committed the Company to seek a
merger/acquisition transaction with a Company having better financial resources.

PLAN  OF  OPERATIONS

The  Company  intends  to seek out and pursue a business combination with one or
more  existing  private  business  enterprises  that might have a desire to take
advantage  of the Company's status as a public corporation. The Company does not
intend  to  target  any  particular  industry  but, rather, intends to judge any
opportunity  on  its individual merits.  See "Item 1.  Description of Business -
Risk  Factors"

                                        7
<PAGE>

RESULTS  OF  OPERATIONS

To  date,  the  Company's only business activities have been organizational, and
development  of  a  business  plan.  The  Company  has  not commenced commercial
operations.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

The  Company's discussion and analysis of its financial condition and results of
operations are based upon its consolidated financial statements, which have been
prepared  in  accordance  with  generally  accepted accounting principles in the
United  States.  The  preparation  of  these  financial  statements requires the
Company  to  make  estimates  and  judgments that affect the reported amounts of
assets,  liabilities, revenue and expenses, and related disclosure of contingent
assets  and  liabilities.  On  an  ongoing  basis,  the  Company  evaluates  its
estimates.  The  Company  bases  its  estimates  on historical experience and on
various  other  assumptions  that  are  believed  to  be  reasonable  under  the
circumstances.  These  estimates  and  assumptions  provide  a  basis for making
judgments  about  the  carrying  values  of  assets and liabilities that are not
readily  apparent  from  other  sources.  Actual  results  may differ from these
estimates  under  different assumptions or conditions, and these differences may
be  material.

The Company's long-term viability as a going concern is dependent on certain key
factors,  as  follows:

-    The Company's ability to continue to obtain sources of outside financing to
     allow  the  Company  to  continue  to  develop  a  business  strategy.

-    The  Company's  ability  to  locate  attractive  acquisitions.

-    The  Company's  ability  to  increase profitability and sustain a cash flow
     level  that  will  ensure  support  for  operations.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  company  is  currently  not  liquid and has no capital in which to continue
operations.  The Company is currently a development stage company.  There can be
no  assurance  that  any of the plans developed by the Company will produce cash
flows  sufficient  to  ensure  its  long-term  viability.

2005  OUTLOOK

Management  intends  to  seek  out and pursue a business combination with one or
more  existing  private  business  enterprises  that might have a desire to take
advantage  of  the Company's status as a public corporation. Management does not
intend  to  target  any  particular  industry  but, rather, intends to judge any
opportunity  on  its individual merits.  See "Item 1.  Description of Business -
Risk  Factors"

RECENT  FINANCING

In  2004,  Berkshire  received no money from private placements or in loans from
officers  of  the  company.

OFF  BALANCE  SHEET  ARRANGEMENT

During  the  year  ended December 31, 2004, the Company had no off balance sheet
arrangements.

FORWARD-LOOKING  INFORMATION-GENERAL

The  statements  contained herein and other information contained in this report
may  be  based,  in  part,  on  management's  estimates,  projections, plans and
judgments.  These  forward-looking  statements  are subject to certain risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical  results  or  those  anticipated.  In  this  report,  the  words
"anticipates",  "believes",  "expects",  "intends", "future", "plans", "targets"
and  similar  expressions  identify  forward-looking  statements.  Readers  are
cautioned  not  to  place  undue  reliance  on  the  forward-looking  statements
contained herein.  The Company undertakes no obligation to publicly revise these
forward-looking  statements  to  reflect  events or circumstances that may arise
after  the  date  hereof.  Additionally,  these  statements are based on certain
assumptions  that  may  prove  to  be erroneous and are subject to certain risks
including,  but  not  limited  to,  the  Company's  dependence  on  limited cash
resources,  its  dependence on certain key personnel within the Company, and its
ability  to  raise  additional  capital.  The  Company's  operations  are  also
significantly  affected by factors which are outside the control of the Company.
Accordingly,  actual  results  may  differ,  possibly  materially,  from  the
predictions  contained  herein

                                        8
<PAGE>

ITEM  7.  FINANCIAL  STATEMENTS
-------------------------------

The  financial  statements  of  the company are set forth beginning on page F-1.

<TABLE>
<CAPTION>

                          THE BERKSHIRE COLLECTION INC.
                          (A development Stage Company)

                                  BALANCE SHEET
                             AS AT DECEMBER 31, 2004
                                   (Unaudited)

                                                                        2004
                                                                       -------
<S>                                                                     <C>
                                     ASSETS
CURRENT

    Cash                                                                     0
    Accounts Receivable                                                      0
                                                                       -------
OTHER ASSETS
     Machinery and Equipment                                                 0
     Organizational costs                                                1,503
                                                                       -------
                                                                         1,503
                                                                       =======
                                  LIABILITIES

CURRENT LIABILITIES

Accounts payable                                                             0
Loans payable                                                                0
                                                                       -------

                              SHAREHOLDERS EQUITY

COMMON STOCK
50,000,000 authorized shares, no par value , issued and
outstanding 3,014,270                                                    1,503

PAID IN CAPITAL                                                              0

RETAINED EARNINGS (LOSS)                                                     0
                                                                       -------
Total Shareholders' Equity
                                                                       -------
                                                                         1,503
                                                                       =======
</TABLE>

These  financial  statements  and  notes thereto present fairly, in all material
respects,  the  financial  position  of  the  company  and  the  results  of its
operations  and  cash  flows  for  the  periods  presented,  in  conformity with
accounting  principles  generally  accepted  in  the United States, consistently
applied  and  hereby  certified by Sandy Winick, President, Secretary, Treasurer
and  Director  for  The  Berkshire  Collection  Inc.

     The accompany notes form a integral part of these financial statements

                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                          THE BERKSHIRE COLLECTION INC.
                          (A development Stage Company)

                             STATEMENT OF CASH FLOWS
                             AS AT DECEMBER 31, 2004
                                   (Unaudited)

                                                                        2004
                                                                       -------
<S>                                                                      <C>
Net Income (Loss)                                                            0
                                                                       -------
Adjustments to income

Change in Accounts Receivable                                                0

Change in Accounts payable                                                   0
Change in Loan Payable                                                       0
                                                                       -------
Cash Used in Operations                                                      0

Investing Activities                                                         0

Financing Activities                                                         0

Sale of Common Stock                                                         0

Cash Provided by Financing                                                   0
                                                                       -------
Net Cash                                                                     0

Beginning Cash                                                               0
                                                                       -------
Ending Cash                                                                  0
                                                                       =======
Supplemental Information

Taxes                                                                        0
                                                                       =======
Interest                                                                     0
                                                                       =======
</TABLE>

These  financial  statements  and  notes thereto present fairly, in all material
respects,  the  financial  position  of  the  company  and  the  results  of its
operations  and  cash  flows  for  the  periods  presented,  in  conformity with
accounting  principles  generally  accepted  in  the United States, consistently
applied  and  hereby  certified by Sandy Winick, President, Secretary, Treasurer
and  Director  for  The  Berkshire  Collection  Inc.

     The accompany notes form a integral part of these financial statements

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                          THE BERKSHIRE COLLECTION INC.
                          (A development Stage Company)

                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2004
                                   (Unaudited)


                                                                        2004
                                                                     ---------
<S>                                                                      <C>
REVENUES

Revenues                                                                     0
                                                                     ---------
TOTAL REVENUES                                                               0
                                                                     ---------
EXPENSES

General & Administrative                                                     0
Consulting                                                                   0
Officer Contributed Services                                                 0
                                                                     ---------
TOTAL EXPENSES                                                               0
                                                                     ---------
NET INCOME (LOSS) BEFORE PROVISION
FOR INCOME TAXES                                                             0

Provision for income taxes                                                   0
                                                                     ---------
NET (LOSS)                                                                   0

Basic and Diluted Earnings per Share                                 $    0.00
                                                                     =========
Weighted Average Number of Common Shares                             3,014,270
                                                                     =========
</TABLE>

These  financial  statements  and  notes thereto present fairly, in all material
respects,  the  financial  position  of  the  company  and  the  results  of its
operations  and  cash  flows  for  the  periods  presented,  in  conformity with
accounting  principles  generally  accepted  in  the United States, consistently
applied  and  hereby  certified by Sandy Winick, President, Secretary, Treasurer
and  Director  for  The  Berkshire  Collection  Inc.

     The accompany notes form a integral part of these financial statements.


                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                                  THE  BERKSHIRE  COLLECTION  INC.
                                   (A development Stage Company)

                                 STATEMENTS OF STOCKHOLDERS' EQUITY
                                 For the Year Ended Decmber 31, 2004
                                           (Unaudited)

                                                       Additonal                  Total
                                                        Paid-In   Accumulated  Stockholders'
                                   Shares      Amount   Capital    Deficit    Equity/(Deficit)
                                  --------------------------------------------------------------
<S>                                 <C>         <C>       <C>        <C>            <C>
Opening Balance, January 1, 2004  3,014,270                                        1,503




Net Loss for the period                                                0               0
                                  --------------------------------------------------------------
                                  3,014,270                0           0           1,503
                                  ==============================================================
</TABLE>

These  financial  statements  and  notes thereto present fairly, in all material
respects,  the  financial  position of the company and the results of operations
and  cash  flows  for  the  periods  presented,  in  conformity  with accounting
principles  generally  accepted  in  the United States, consistently applied and
hereby  certified  by Sandy Winick, President, Secretary, Treasurer and Director
for  The  Berkshire  Collection  Inc.

    The accompany notes form an integral part of these financial statements.

                                      F-4
<PAGE>

                          THE BERKSHIRE COLLECTION INC.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

                                   (Unaudited)

1.  General  Organization  and  Business

The Berkshire Collection Inc. (the Company), was organized under the laws of the
State  of  Delaware  on  July 11, 1997.  The Company is in a development stages.

2.  Summary  of  Significant  Accounting  Practices

The  relevant  accounting  policies  and  procedures  are  listed  below.

Accounting  Basis

The  statements were prepared following generally accepted accounting principles
of  the  United  States  of  America  consistently  applied.

Management  Certification

The  financial  statements herein are certified by the officer of the Company to
present  fairly,  in  all  material respects, the financial position, results of
operations  and  cash  flows  for  the  periods  presented,  in  conformity with
accounting  principles  generally  accepted  in  the  United  States of America,
consistently  applied.

Earnings  per  Share

The basic earnings (loss) pre share are calculated by dividing the Company's net
income (loss) available to common shareholders by the weighted average number of
common  shares  during  the  year.  The  diluted  earnings  (loss)  per share is
calculated  by  dividing  the  Company's  net  income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding during
the year. The diluted weighted average number of shares outstanding is the basis
weighted  average  number of shares adjusted as of the first of the year for any
potentially  dilutive  debt  or  equity.  The Company has not issued any options
warrants  or  similar  securities  since  inception.

Dividends

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

                                      F-5
<PAGE>

                          THE BERKSHIRE COLLECTION INC.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

                                   (Unaudited)


Use  of  Estimates

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

Accounts  Receivable

The  trade  accounts  receivable  and  allowances for bad debts are shown below:

                                        As  At
                                       12/31/04

Trade  Accounts  Receivable          $         0
Less:  Allowances                              0
                                     -----------

Trade  Accounts  Receivable,  net    $         0
                                     ===========

Machinery  and  Equipment

Machinery  and  equipment  will be stated at cost. Depreciation will be computed
using  the straight-line method over the estimated useful lives. Maintenance and
repairs are charged to expense as incurred. As of the balance sheet dates, there
was  no  Machinery  and  Equipment.


                                        As  At
                                       12/31/04

Machinery  and  Equipment            $         0
Less;  Accumulated  Depreciation               0
                                     -----------

Machinery  and  Equipment,  net      $         0
                                     ===========

                                      F-6
<PAGE>

                          THE BERKSHIRE COLLECTION INC.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

                                   (Unaudited)


Revenue  Recognition

The  company  recognizes  revenues  when  earned.

Advertising

Advertising  is  expensed  when  incurred.  There  has been no advertising since
inception.

Income  Taxes

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

3.  Going  Concern

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will continue as a going concern, which contemplates the realization of
assets  and  the  liquidation  of  liabilities in the normal course of business.
However,  the  Company  has  accumulated a loss and is in its development stage.
This raises substantial doubt about the Company's ability to continue as a going
concern.  The  financial  statements  do  not include any adjustments that might
result  from  this  uncertainty.

4.  Stockholders'  Equity

Common Stock - The Company was organized under the laws of the state of Delaware
on  July  11, 1997, and has authorized shares of 50,000,000 common shares with a
par  value  of  $0.001 and has 20,000,000 preferred shares authorized with a par
value  of  $0.001.

                                      F-7
<PAGE>

                          THE BERKSHIRE COLLECTION INC.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

                                   (Unaudited)

5.  Provision  for  Income  Taxes

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

SFAS  No.  109  requires  the  reduction  of  deferred tax assets by a valuation
allowance  if, based on the weight of available evidence, it is more likely than
not  that  some  or  all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred  tax  asset  is  $0 which is calculated multiplying a 15% estimated tax
rate  by  the  items  making up the deferred tax account, the Net Operating Loss
(NOL)  of  $0.  The  total  valuation  allowance  is  a  comparable  $0.

The provision for income taxes is comprised of the net changes in deferred taxes
less  the valuation account plus the current taxes payable as shown in the chart
below.  For  the  year  ended  December  31,  2004  it  is  as  follows:

     Net  changes  in  Deferred  Tax  Benefit
     Less  valuation  account                    0

     Current  Taxes  Payable                     0
                                               ---

     Net  Provision  for  Income  Taxes          0
                                               ===


6.  Segment  Information

Segment  information  is  presented in accordance with SFAS No. 131, Disclosures
about  Segments  of an Enterprise and Related Information. The standard is based
on  a  management approach, which requires segmentation based upon the Company's
internal  organization  and disclosure of revenue based upon internal accounting
methods.  For  the  period(s)  shown  there  have  been  no revenues in which to
segment.

7.  Operating  Leases  and  other  Commitments

The  Company  also  has  no  lease  obligations.

8.  The  Effect  of  Recently  issued  Accounting  Standards

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

                                      F-8
<PAGE>

                          THE BERKSHIRE COLLECTION INC.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

                                   (Unaudited)


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

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

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

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

SFAS  150  -  Financial Instruments with Characteristics of both Liabilities and
Equity

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

Interpretation  No.  46  (FIN  46)

Effective  January  31,  2003, The Financial Accounting Standards Board requires
certain variable interest entities to be consolidated by the primary beneficiary
of  the  entity  if  the  equity  investors  in  the  entity  do  not  have  the
characteristics  of  a  continuing  financial interest or do not have sufficient
equity  at  risk  for  the  entity  to finance its activities without additional
subordinated  financial support form other parties. The Company has not invested
in  any  such  entities, and does not expect to do so in the foreseeable future.
The  adoption  of these new Statements is not expected to have a material effect
on  the  Company's  financial  position,  results  or operations, or cash flows.

9.  Long  Term  Debt

The  Company  has  no  long  term  debt  or  similar  contingencies.

                                      F-9
<PAGE>

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

None

ITEM  8A.  CONTROLS  AND  PROCEDURES
------------------------------------

Sandy  Winick, our Chief Executive Officer and our Chief Financial Officer, have
evaluated our controls and procedures as of December 31, 2004.  He has concluded
that  our  disclosure  controls  and  procedures  are appropriate and effective.

During the quarter ended December 31, 2004, there were no significant changes in
our  internal controls or in other factors that could significantly affect these
controls  subsequent  to  the date of their evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

ITEM  8B.  REPORTS  ON  FORM  8K
--------------------------------

None

                                    PART III

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

The  directors  and  officers  of the Company, as of May 11, 2005, are set forth
below.  The  directors  hold  office  for  their respective term and until their
successors  are  duly  elected and qualified.  The officers serve at the will of
the  Board  of  Directors.

                                        9
<PAGE>

DIRECTORS  AND  EXECUTIVE  OFFICERS

Set forth below are the names, ages, and positions of the executive officers and
directors  of  the  Company


Name                            Age           Office
------------------             -----          --------
Sandy  Winick                   47            President,  Secretary,  Treasurer


SANDY  WINICK  was  appointed  the sole officer and director of Berkshire by the
current  shareholders,  of whom he is majority stockholder, in July of 1997.  He
is  currently  President  and  Director  of  First  Canadian  American  Holding
Corporation  which  is  a  holding  company  with  subsidiaries  in  a  range of
businesses.  The  Company's  subsidiaries conduct operations in areas of digital
television, radio and building and construction. The company is actively looking
at  several  other  opportunities  in  many different industries such as natural
resources,  wireless,  technology  and  biotechnology.

From  1997-1999,  Mr. Winick served as CEO of Millenia Corporation.  His duties,
in  addition  to day-to-day administration, included financing and acquisitions.
Previous  business  activities  include  serving  as  an  independent  financial
consultant  with  Madison  Consulting  Group  from  1992-1996.

All  officers  and  directors  listed above will remain in office until the next
annual  meeting  of  our stockholders, and until their successors have been duly
elected  and qualified.  There are no agreements with respect to the election of
Directors.  We  have  not  compensated our Directors for service on our Board of
Directors,  any  committee  thereof,  or  reimbursed  for  expenses incurred for
attendance  at  meetings  of  our Board of Directors and/or any committee of our
Board  of  Directors.  Officers are appointed annually by our Board of Directors
and  each  Executive Officer serves at the discretion of our Board of Directors.
We  do  not  have  any  standing  committees.  Our Board of Directors may in the
future  determine  to  pay  Directors' fees and reimburse Directors for expenses
related  to  their  activities.

ITEM  401(E)

The  Company  currently  does  not  have  an  audit  committee.

ITEM  401(G)

There  have been no material changes to the procedures by which security holders
may  recommend  nominees  to  the  board  of  directors.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Section  16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")  requires  the Company's officers, directors and persons who own more than
10%  of  the  Company's Common Stock to file reports of ownership and changes in
ownership  with the SEC and the National Association of Securities Dealers, Inc.
Officers, directors and greater than 10% stockholders are required by regulation
to  furnish  the  Company with copies of all forms they file pursuant to Section
16(a)  of  the  Exchange  Act.
Based solely on the reports we have received and on written representations from
certain  reporting  persons,  we believe that the directors, executive officers,
and  our  greater  than  ten  percent  beneficial  owners have complied with all
applicable  filing  requirements  for  the  fiscal year ended December 31, 2004.

The  Company has adopted a code of ethics for its Principal Executive and Senior
Financial  Officers.


ITEM  10.  EXECUTIVE  COMPENSATION
----------------------------------
<TABLE>
<CAPTION>


                            Annual Compensation                          Long Term Compensation
                          -------------------------        --------------------------------------------
                                                                    Awards                  Payouts
                                                            ----------------------------   ------------
                                                      Restricted  Securities
                                         Other Annual   Stock     Underlying     LTIP
Name and            Year  Salary  Bonus  Compensation  award(s)    Options/     Payouts       All Other
Principal Position         ($)     ($)       ($)       (shares)      SARs (#)     ($)       Compensation
------------------- ---- ------- ------ ------------- ----------- ----------- -------------  ------------
<S>                  <C>   <C>     <C>       <C>         <C>          <C>        <C>            <C>
Sandy Winick
President,         2002    -0-     -0-        0             0           0          -0-            -0-
Secretary and      2003    -0-     -0-        0             0           0          -0-            -0-
Treasurer          2004    -0-     -0-        0             0           0          -0-            -0-
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>

OPTIONS/SAR  GRANTS  IN  LAST  FISCAL  YEAR

                  Individual  Grants
---------------------------------------------------------------------------
                        Percent of
             Number of    Total
             Securities  Options/
             Underlying   SARs
              Options/  Granted to  Exercise
               SARs     Employees   of Base
              Granted   in Fiscal    Price   Expiration  Grant Date Present
Name            (#)       Year      ($/sh)      Date        Value  ($)
---------- ----------- ----------- ---------- ---------- ------------------
<S>             <C>        <C>         <C>       <C>           <C>
Sandy
Winick           0           0          0        N/A           N/A
---------- ----------- ----------- ---------- ---------- ------------------
</TABLE>



<TABLE>
<CAPTION>

-------------- ------------ ---------------- ---------------- ---------------------
Name            Shares        Value  Realized   Number  of        Value  of
                Acquired  on   ($)              Securities        Unexercised  In-
                Exercise  (#)                   Underlying        The-Money
                                                Unexercised       Options/SARs
                                                Options / SARs    At  Fiscal Year-
                                                At Fiscal Year-   End  ($)
                                                End  (#)          Exercisable  /
                                                Exercisable  /    Unexercisable
                                                Unexercisable
-------------- ------------ ---------------- ---------------- ---------------------
<S>                <C>             <C>              <C>                <C>
Sandy
Winick             -0-             -0-              -0-                -0-
-------------- ------------ ---------------- ---------------- ---------------------
</TABLE>

EMPLOYMENT  AGREEMENTS

The  Company  has  no  employment  agreements  with  Mr.  Winick.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
--------------------------------------------------------------------------------

The  following  table  sets  forth  certain  information as of May 11, 2005 with
respect  to  the beneficial ownership of shares of the Company's common stock by
(i)  each  person  known  to  us  who  owns  beneficially  more  than  5% of the
outstanding  shares  of  the Company's common stock, (ii) each of our Directors,
(iii)  each of our Executive Officers and (iv) all of our Executive Officers and
Directors  as  a  group.  Unless  otherwise indicated, each stockholder has sole
voting  and  investment  power  with respect to the shares shown.  As of May 11,
2005,  there  were  3,014,270 (pre-split) and 132,627,880 (post-split) shares of
the  Company's  common  stock  issued  and  outstanding.

<TABLE>
<CAPTION>


---------------------------------  -------------------------     ---------------       ----------------
                                   Name and address  of          Number of Shares     Percentage  of
Title of class                     beneficial owner              of Common Stock      Common Stock (1)
---------------------------------  -------------------------     ---------------       ----------------
<S>                                         <C>                        <C>                    <C>
                                   Sandy Winick
                                   President, Secretary and
                                   Treasurer
                                   3266 Yonge Street, Suite 1208
                                   Toronto, Ontario M4N 3P6
Common Stock                       Canada                           2,500,000              83.33%
---------------------------------  -------------------------     ---------------       ----------------
                                   All Officers and Directors
Common Stock                       as a group (total of 1)          2,500,000              83.33%
---------------------------------  -------------------------     ---------------       ----------------
<FN>

(1)  Under  Rule  13d-3  promulgated  under  the Exchange Act, a beneficial owner of a security
includes  any  person  who,  directly  or  indirectly,  through  any  contract,  arrangement,
understanding,  relationship,  or otherwise has or shares: (i) voting power, which includes the
power to vote, or to direct the voting of shares; and (ii) investment power, which includes the
power  to  dispose  or  direct  the  disposition of shares.  Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share the power to vote or
the  power  to dispose of the shares).  In addition, shares are deemed to be beneficially owned
by a person if the person has the right to acquire the shares (for example, upon exercise of an
option)  within  60 days of the date as of which the information is provided.  In computing the
percentage  ownership  of  any  person, the amount of shares is deemed to include the amount of
shares  beneficially owned by such person (and only such person) by reason of these acquisition
rights.  As a result, the percentage of outstanding shares of any person as shown in this table
does  not necessarily reflect the person's actual ownership or voting power with respect to the
number  of  shares  of  common  stock actually outstanding on May 11, 2005.  As of May 11, 2005
there  were  3,014,270  (pre-split)  and  132,627,880  (post-split)  shares of our common stock
issued  and  outstanding.
</TABLE>



ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

None.

ITEM  13.  EXHIBITS
-------------------

(a)     The  following  documents  are  filed  as  part  of  this  report

     Exhibit  31.1  --  Certification  of  Chief  Executive  Officer  of  The
Berkshire  Collection, Inc. required by Rule 13a - 14(1)  or Rule 15d - 14(a) of
the Securities  Exchange  Act  of  1934,  as  adopted pursuant to Section 302 of
the  Sarbanes-Oxley  Act  of  2002.

     Exhibit  31.2  --  Certification  of  Chief  Financial  Officer  of  The
Berkshire  Collection, Inc. required  by  Rule  13a - 14(1)  or Rule 15d - 14(a)
of the Securities  Exchange  Act  of  1934,  as  adopted pursuant to Section 302
of  the  Sarbanes-Oxley  Act  of  2002.

     Exhibit  32.1  --     Certification  of  Chief  Executive  Officer  of  The
Berkshire  Collection, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002  and  Section  1350  of  18  U.S.C.  63.

     Exhibit  32.2  --     Certification  of  Chief  Financial  Officer  of  The
Berkshire  Collection, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002  and  Section  1350  of  18  U.S.C.  63.

                                       11
<PAGE>

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES
-----------------------------------------------------

AUDIT  FEES

We were not billed for professional services rendered for an audit of our annual
financial  statements  and  reviews  of the financial statements included in our
Forms  10-KSB  for  the  year  ended  December  31,  2004 and December 31, 2003,
respectively.

AUDIT-RELATED  FEES

We  were  not  billed and no audit firm performed professional services rendered
for  assurance  and  related  services  that  were  reasonably  related  to  the
performance  of  audit  or  review of the Company's financial statements for the
fiscal  years  ended  December  31,  2004  and  December  31,  2003.

FINANCIAL  INFORMATION  SYSTEMS  DESIGN  AND  IMPLEMENTATION  FEES

For  the fiscal years ended December 31, 2004 and December 31, 2003, we were not
billed  for,  nor did any firm perform, any financial information systems design
or  implementation.  For  the  fiscal years ended December 31, 2004 and December
31, 2003, we were not billed for professional services from any other accounting
firm  for  information  systems  design  or  implementation.

TAX  FEES

We  were  not billed for professional services rendered for tax related services
for  the  fiscal  years  ended  December  31,  2004  and  December  31,  2003,
respectively.

ALL  OTHER  FEES

We were not billed for any other professional services for the fiscal year ended
December  31,  2004.

                                       12
<PAGE>

                                   SIGNATURES

Pursuant  to  the requirements of section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the undersigned has duly caused this Form 10-KSB to be signed on
its  behalf  by  the  undersigned,  there  unto  duly authorized, in the City of
Toronto,  Canada,  on  May  11,  2005.


THE  BERKSHIRE  COLLECTION,  INC.

By:  /s/  Sandy  Winick                                   Date:  May  11,  2005
    -------------------------------------
    Sandy  Winick,
    President  and  Chief  Executive  Officer


Pursuant to the requirements of the Securities Exchange Act of 1933, this report
has  been  signed below by the following persons on behalf of the registrant and
in  the  capacities  and  on  the  date  indicated.

Date:  May  11,  2005


By:  /s/  Sandy  Winick
---------------------------------
Sandy  Winick,  President  and  Chief  Executive  Officer


Date:  May  11,  2005
By:  /s/  Sandy  Winick
----------------------------------
Sandy  Winick,  Chief  Financial  Officer

                                       13
<PAGE>