SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549
                        FORM 10-QSB

[X] 	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

	 For the quarterly period ended June 30, 2006

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

	For the transition period from _____to _____


               Commission File Number 33-15596-D

Knickerbocker Capital Corporation
(Exact Name of Registrant as specified in its Charter)

            Nevada                                      54-1059107
(State or other Jurisdiction of          (I.R.S. Employer Identification No.)
Incorporation or Organization)


 69930 Highway 111, Suite 100, Rancho Mirage CA          92270
    (Address of Principal Executive Offices) 	         (Zip Code)

                          (760) 219 2776
        (Registrant's Telephone Number, including Area Code)

Indicate by check mark whether the Registrant (i)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 (ii) has been subject to
such filing requirements for the past 90 days.

Yes    X          No

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

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.

Common Stock, $.001 par value  			2,001,350
(Title of Class, par value)               (Number of Shares outstanding
                                                at August 14, 2006)




PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

The Financial Statements of the Company required to be filed with this 10-QSB
Quarterly Report were prepared by management and commence on the following
page, together with related Notes.  In the opinion of management, these
Financial Statements fairly present the financial condition of the Company,
but should be read in conjunction with the Financial Statements of the
Company for the year ended December 31, 2005 previously filed with the
Securities and Exchange Commission.




KNICKERBOCKER CAPITAL CORPORATION
BALANCE SHEET
JUNE 30, 2006
(UNAUDITED)



ASSETS
Total assets		                   	        $	    -
                                                      ============


LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable                                      $      1,400
Accounts payable - related parties (NOTE 4)                  4,335
Current liabilities (note 4) 	         	              50,000
                                                      ------------
      Total liabilities  		     	              55,735

STOCKHOLDERS DEFICIT' (note 3)
Preferred stock; $0.001 par value; 500,000,000 shares
   authorized; no shares issued and outstanding		    -

Common stock; $0.001 par value; 500,000,000 shares
   authorized; 2,001,350 shares issued and outstanding	2,001

Additional paid-in capital		                     350,218
Accumulated deficit		                           (407,954)
                                                      ------------
Total stockholders' deficit	                            (55,735)
                                                      ------------
Total liabilities and stockholders' deficit	        $	    -
                                                      ============


















KNICKERBOCKER CAPITAL CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)




                      Six Months Ended          Three Months Ended
                          June 30,                    June 30,
                      2006        2005           2006         2005

                  ---------------------------------------------------
Revenues          $         -  $         -  $         -   $         -

Expenses                1,400            -          400             -

                  -----------  -----------  -----------   -----------
Net income (loss) $   (1,400)  $         -  $     (400)   $         -

                  ===========  ===========  ===========   ===========
Net income (loss)
   per share      $         -  $         -  $         -   $         -
                  ===========  ===========  ===========   ===========

Weighted average
common shares
outstanding         2,001,350    2,001,350    2,001,350     2,001,350

                  ===========  ===========   ==========   ===========
























KNICKERBOCKER CAPITAL CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)


                                            For the Six Months Ended
                                                     June 30,
                                                2006         2005
                                             ------------------------
Operating Activities

   Net income (loss)                         $    (1,400) $         -


Adjustments to reconcile net loss
  to net cash used in operations:                      -            -


Changes in operating assets and liabilities:
      Increases in Accounts Payable                1,400            -
                                             -----------  -----------
Cash provided by (used in) operating activities        -            -


Investing Activities                                   -            -

                                              ----------  -----------
Financing Activities                                   -            -
                                              ----------  -----------
Net change in cash                                     -            -
Cash at beginning of the period                        -            -
                                              ----------  -----------
Cash at end of the period
                                              $        -  $         -
                                              ==========  ===========

Supplemental information:

Cash paid for interest and income taxes	$        -  $         -
                                              ==========  ===========

Non-cash investing and financing activities:

Payment of accounts payable by related party  $    1,500   $         -
                                              ==========   ===========






KNICKERBOCKER CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 2006
(UNAUDITED)

GENERAL.

The condensed financial statements of Knickerbocker Capital Corporation
included herein have been prepared without audit pursuant to the rules and
regulations of the Securities and Exchange Commission.  Although certain
information normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
has been condensed or omitted, Knickerbocker believes that the disclosures
are adequate to make the information presented not misleading.  The condensed
financial statements for the six months ended June 30, 2006 should be read in
conjunction with the financial statements and notes thereto included in this
report, and the Knickerbocker Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2005.

The condensed financial statements included herein reflect all normal
recurring adjustments that, in the opinion of management, are necessary for
fair presentation.  The results for the interim period are not indicative of
trends or of results to be expected for the year ended December 31, 2006.

NOTE 1 - ORGANIZATION:

Knickerbocker Capital Corporation, (the Company) incorporated in the State of
Colorado on February 24, 1987 for the purpose of acquiring an interest in
unspecified business opportunities through mergers or acquisitions. On
February 25, 2004, the Company merged with Knickerbocker Capital Corporation
(a Nevada entity) for the purpose of changing its domicile from Colorado to
Nevada. The Company has not commenced operations and has no working capital.

The Company's articles initially authorized 500,000,000 shares of preferred
stock and 500,000,000 shares of common stock, both at a par value of $0.001
per share.

No preferred stock shares have been issued and none are outstanding as of
June 30, 2006.

Common stock shares issued and outstanding as of June 30, 2006 were
2,001,350.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND EQUIVALENTS

The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. No cash was paid for
interest for the six months ended June 30, 2006.

LOSS PER COMMON SHARE

Loss per common share is computed by dividing the net loss for the period by
the weighted average number of shares outstanding for the periods presented.
The Company's convertible debt (Note 4) is a potentially dilutive security,
but does not impact the computation of fully diluted EPS because its effect
would be antidilutive. Accordingly, basic earnings per share and fully
diluted earnings per share are the same.


USE OF ESTIMATES

The preparation of the accompanying 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 expenses during the reporting periods. Actual results
could differ from those estimates.

INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to reverse. The effect on deferred tax
assets and liabilities from a change in tax rates is recognized in the
statement of operations in the period that includes the enactment date. The
Company has not yet commenced an active trade or business, therefore, the
Company did not provide any current or deferred federal or state income tax
provision or benefit for any of the periods presented because to date, it has
experienced operating losses. The Company has a federal net operating loss
carryforward of approximately $408,000 expiring in the years 2010 through
2026.  The tax benefit of the losses, based on an effective tax rate of 35%,
is approximately $143,000 and has been fully offset by a valuation allowance,
which increased by $490 and $0 during the six months ended June 30, 2006 and
2005, respectively.

NOTE 3 STOCKHOLDERS' EQUITY:

On March 21, 2000, a 10,000 for 1 reverse split was made on the 261,200,000
shares of common stock issued and outstanding, resulting in 26,120 shares of
common stock issued and outstanding.

On April 15, 2000, 173,880 shares of common stock were issued at the stated
par value of $0.001 per share for services rendered to the Company by
officers/directors and an outside consultant, resulting in total common
shares issued and outstanding of 200,000.

On August 16, 2005, a 10 for 1 forward split was made on the 200,000 shares
of common stock issued and outstanding. The rounding of fractional shares
resulted in 2,001,350 shares of common stock issued and outstanding atJune
30, 2006.

Prior period financial statements have been restated to reflect this
transaction as if it had occurred as of the first date shown.

NOTE 4 - CURRENT LIABILITIES:

The $50,000 balance at June 30, 2006 represents accruals of $10,000 per year
for management services rendered during 1995, 1996, 1997, 1998, and 1999.  In
December 1999, the accruals were converted into a non-interest bearing
convertible promissory note, convertible at a rate of $.05/cents per share at
the option of the holder for a total of 1,000,000 shares of common stock.  If
not sooner converted into common stock, the principal amount is due December
31, 2006.  Since the accruals were for services rendered in the normal course
of business and there was no cash outlay, interest has not been imputed on
the note.

The Company's President paid $1,500 during the six months ended June 30, 2006
for audit fees incurred by the Company.  As of June 30, 2006, the President
has paid $4,335 in expenses of this nature.  These items are non-interest
bearing and will be reimbursed once the Company starts generating cash flows.

The Company's officers and directors have resolved to provide for various
minimal operating expenses incurred by the Company without repayment until
such time that a merger candidate is found.

NOTE 5 - GOING CONCERN AND INCIDENTAL COSTS:

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern.  However,
the Company has incurred losses since its inception and has not yet been
successful in establishing profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern.  Unanticipated costs and expenses or the inability to generate
revenues could require additional financing, which would be sought through
bank borrowings, or equity or debt financing.  To the extent financing is not
available, the Company may not be able to, or may be delayed in, developing
its business purpose.  The accompanying financial statements do not reflect
any adjustments that might result from the outcome of these uncertainties.

Incidental costs to maintain the legal registration of the Company in the
State of Nevada and with the Securities and Exchange Commission have been
paid or assumed by the current officers and directors.

The Company intends to actively pursue a business relationship with a
qualified merger or acquisition candidate.  Costs incurred on these efforts
will continue to be borne/paid by the Officers/Directors of the Company in
the form of loans/advances or the issuance of stock.



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Company has not commenced operations and has no working capital.


Capital and Source of Liquidity

Knickerbocker does not expect to purchase any plant or significant equipment.

Other than incidental costs mentioned previously in Financial Note 5 that
pertain to maintaining the Company's legal registration, there are no major
cash requirements.

For the six months ended June 30, 2006 and 2005, Knickerbocker did not pursue
any investing or financing activities.

Results of Operations

For the six months ended June 30, 2006 and 2005, Knickerbocker did not
receive any revenues from operations.

General and administrative expenses for the three months ended June 30, 2006
and 2005 were $400 and $0, respectively, and $1,400 and $0 for the six months
ended June 30, 2006 and 2005, respectively, resulting in a loss from
operations of $1,400 and $0 for the six months ended June 30, 2006 and 2005,
respectively.

Item 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our chief
executive officer and chief financial officer, conducted an evaluation of our
"disclosure controls and procedures" (as defined in Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-14(c)) within 90 days of the filing
date of this quarterly report on Form 10-QSB (the "Evaluation Date"). Based
on their evaluation, our chief executive officer and chief financial officer
have concluded that as of the Evaluation Date, our disclosure controls and
procedures are effective to ensure that all material information required to
be filed in this quarterly report on Form 10-QSB has been made known to them
in a timely fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions with
regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the Evaluation Date set forth above.

PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

                 None

Item 2.  CHANGES IN SECURITIES

                 None

Item 3.  DEFAULTS UPON SENIOR SECURITIES

                 None


Item 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

                None

Item 5.  OTHER INFORMATION

                 None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

The following exhibits are filed herewith:

31.1(a) and (b) Certifications pursuant to Rule 13a-14(a) or   15d-14(a)
under the Securities Exchange Act of 1934, as amended.

32.1(a) and (b) Certifications pursuant to 18 U.S.C.   Section 1350, as
adopted pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002.

Reports on Form 8-K
		None

                  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.

Date:     August 14, 2006
By:   /s/ Dempsey K. Mork
- - ---------------------------

Dempsey K. Mork
President and Chief
Executive Officer

/s/ Norbert LeBoeuf
- ------------------------------
Norbert LeBoeuf
Chief Financial Officer






CERTIFICATIONS

Exhibit 31.1(a)

I, Dempsey Mork, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of
Knickerbocker Capital Corporation.

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

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

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)  designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,  to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;

(b)   evaluated the effectiveness of the registrant s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

(c)   presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

(d)   disclosed in this report any change in the registrant s internal
control over financial reporting that occurred during the registrant s most
recent fiscal quarter (the registrant s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant s internal control over financial
reporting; and

5.   The registrant s other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):

(a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

(6)   The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  August 14, 2006

/s/Dempsey Mork
- - --------------------------
Dempsey Mork
President, Chief Executive Officer, Director




Exhibit 31.1(b)

I, Norbert LeBoeuf, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Knickerbocker
Capital Corporation.

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

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

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)   designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;

(b)   evaluated the effectiveness of the registrant s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

(c)   presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

(d)   disclosed in this report any change in the registrant s internal
control over financial reporting that occurred during the registrant s most
recent fiscal quarter (the registrant s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant s internal control over financial
reporting; and

5.   The registrant s other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant s auditors and the audit
committee of the registrant s board of directors (or persons performing the
equivalent function):

(a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant s ability to record,
process, summarize and report financial data and have identified for the
registrant s auditors any material weaknesses in internal controls; and

(b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

(6)  The registrant s other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  August 14, 2006

/s/ Norbert LeBoeuf
- ----------------------------
Norbert LeBoeuf
Chief Financial Officer





Exhibit 32.1(a)

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

In connection with the Quarterly Report of Knickerbocker Capital Corporation
(the "Company") on Form 10-QSB for the period ending June 30, 2006, as filed
with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Dempsey Mork, Chief Executive Officer and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

       (1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
       (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


Dempsey Mork
- - -----------------------------
Dempsey Mork
President, Chief Executive Officer, Director

August 14, 2006




Exhibit 32.1(b)

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

In connection with the Quarterly Report of Knickerbocker Capital Corporation
(the "Company") on Form 10-QSB for the period ending June 30, 2006 as filed
with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Norbert LeBoeuf, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

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

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

/s/ Norbert LeBoeuf
- -------------------------------
Norbert LeBoeuf
Chief Financial Officer
August 14, 2006