UNITED
STATES SECURITIES
AND EXCHANGE COMMISSION WASHINGTON,
D.C. 20549     FORM
10-K  ANNUAL
REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934  (Mark
One) ☒ANNUAL
                                         REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For
the fiscal year ended December 31, 2023  OR  ☐TRANSITION
                                         REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For
the transition period from __________ to __________  Commission
File Numbers 333-101155, 001-32725  TILES
Trust No. 2006-1  0001349577 (CIK
number of Issuing Entity)  MS
STRUCTURED ASSET CORP., as Depositor and Sponsor (Exact
name of registrant as specified in its charter)  0001071246 (CIK
number of Depositor and Sponsor)  Delaware
    
    13-4026700(State or other jurisdiction
    of incorporation or organization)
    
    (IRS Employer
    Identification No.)     1585 Broadway,
    Second FloorNew York,
    New YorkAttention: Joshua
    Schanzer
    
    10036(Address
    of principal executive office)
    
    (Zip
    Code)Registrant’s
    telephone number, including area code:
    
    (212) 761-2904   Securities
registered pursuant to Section 12(b) of the Act:  Title
    of Each Class
    
    Trading
    Symbol
    
    Name
    of Each Exchange on Which RegisteredTILES
                                         Series 2006-1 TILES Trust Units
    
    MS
                                         34
    
    New
                                         York Stock Exchange Securities
registered pursuant to Section 12(g) of the Act:  None   
 
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒  Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. Yes ☐ No ☒  Indicate
by check mark whether 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 ☐  Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☐ No ☐  Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  Large
accelerated filer ☐             Accelerated filer ☐             Non-accelerated
filer ☒              Smaller reporting company ☐  Emerging
growth company ☐  If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐  If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No
☒  Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Yes ☐ No ☐  Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒  All
of the common stock of the registrant is held by Morgan Stanley. As of March 26, 2024, 1,000 shares of common stock, par value
$1.00 per share, were outstanding.  DOCUMENTS
INCORPORATED BY REFERENCE:  The
following reports of Morgan Stanley pursuant to Item 1115(b): Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2023; Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023; Annual Report on Form 10-K for the
fiscal year ended December 31, 2023; and all other documents subsequently filed by Morgan Stanley pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, during the fiscal year covered by this Report on Form 10-K, which contain
financial statements of Morgan Stanley or which amend the foregoing reports.  
 
  PART
I  ITEM
1. BUSINESS  Not
Applicable  ITEM
1A. RISK FACTORS  Not
Applicable  ITEM
1B. UNRESOLVED STAFF COMMENTS  None  ITEM
1C. CYBERSECURITY  Not
Applicable  ITEM
2. PROPERTIES  Not
Applicable  ITEM
3. LEGAL PROCEEDINGS  Not
Applicable  ITEM
4. MINE SAFETY DISCLOSURES  Not
Applicable  PART
II  ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES  Not
Applicable  ITEM
6. [RESERVED]  Not
Applicable  ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  Not
Applicable   
 
  ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Not
Applicable  ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  Not
Applicable  ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  Not
Applicable  ITEM
9A. CONTROLS AND PROCEDURES  Not
Applicable  ITEM
9B. OTHER INFORMATION  None  ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS  Not
Applicable  PART
III  ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Not
Applicable  ITEM
11. EXECUTIVE COMPENSATION  Not
Applicable  Item12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS  Not
Applicable   
 
  ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  Not
Applicable  ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES  Not
Applicable  
 
  ADDITIONAL
DISCLOSURE ITEMS PURSUANT TO REGULATION AB  ITEM
1112(b). SIGNIFICANT OBLIGORS OF POOL ASSETS  The
Goldman Sachs Group, Inc., the underlying security guarantor with respect to the Units, is a “significant obligor”
with respect to the assets of the Trust for purposes of Item 1112 of Regulation AB. For any financial statements of The Goldman
Sachs Group, Inc. required to be provided under Regulation S-X during the period since the initial issuance of the Units, this
Form 10-K report refers, pursuant to Item 1100(c)(2) of Regulation AB, to the periodic reports of The Goldman Sachs Group, Inc.
under section 13(a) or 15(d) of the Exchange Act (“Underlying Security Issuer Exchange Act Reports”) that are on file
with the Securities and Exchange Commission (the “SEC”). Such Underlying Security Issuer Exchange Act Reports may
be accessed at the public reference facilities maintained by the SEC at Room 1024, 100 F Street, NE, Washington, D.C. 20549. Copies
of those materials can be obtained by making a written request to the SEC, Public Reference Section, 100 F Street, NE, Washington,
D.C. 20549, at prescribed rates. The SEC also maintains a website on the internet at http://www.sec.gov at which users can view
and download copies of reports, proxy, information statements and other information filed electronically. The SEC file number
for The Goldman Sachs Group, Inc. is 333-112367.  The
underlying security guarantor financial statements and Underlying Security Issuer Exchange Act Reports referred to above are not
incorporated by reference in this Form 10-K report; and the Trust, the Trustee, the depositor, the sponsor and their affiliates
have not verified, have not undertaken to verify, and will not verify, the content of any such underlying security guarantor financial
statements or Underlying Security Issuer Exchange Act Reports.  ITEM
1114(b)(2). CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT FOR CERTAIN DERIVATIVES INSTRUMENTS  None  ITEM
1115(b). CERTAIN DERIVATIVES INSTRUMENTS – FINANCIAL INFORMATION  Morgan
Stanley is the derivative counterparty to the TILES 2006-1 Trust under an interest rate swap. For purposes of Item 1115(b) of
Regulation AB and any financial statements of Morgan Stanley required to be provided under Regulation S-X during the period covered
by this Report on Form 10-K, the financial statements included in or as exhibits to the following documents filed by Morgan Stanley
with the Securities and Exchange Commission are hereby incorporated by reference in this Item: Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2023; Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023;
Annual Report on Form 10-K for the fiscal year ended December 31, 2023; and all other documents subsequently filed by Morgan Stanley
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, during the fiscal year covered by this
Report on Form 10-K, which contain financial statements of Morgan Stanley or which amend the foregoing reports.   
 
  At
prescribed rates, unitholders may obtain copies of all reports, proxy statements and other publicly available information filed
by Morgan Stanley with the SEC from the Public Reference section of the SEC, 100 F Street, NE, Washington, D.C. 20549, United
States of America. Copies of those materials can be obtained by making a written request to the SEC, Public Reference Section,
100 F Street, NE, Washington, D.C. 20549, at prescribed rates. The SEC also maintains a website on the internet at http://www.sec.gov
at which users can view and download copies of reports, proxy, information statements and other information filed electronically.
Information provided by or filed with the SEC by Morgan Stanley pursuant of the Exchange Act can be located by reference to SEC
file number 001-11758.  ITEM
1117. LEGAL PROCEEDINGS  None  ITEM
1119. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  Morgan
Stanley, which is the derivative counterparty to the TILES 2006-1 Trust under an interest rate swap, owns 100% of the stock of
Depositor MS Structured Asset Corp.  ITEM
1122. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA  See
Exhibits 33.1 and 34.1 to this Annual Report.  ITEM
1123. SERVICER COMPLIANCE STATEMENT  See
Exhibit 35.1 to this Annual Report.  PART
IV  ITEM
15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES  (a)
The following documents are filed as part of this Report:  (1)
Financial Statements: Distribution Reports on Form 10-D are hereby incorporated by reference. See the table below:  TILES
        Trust
No.:
    Closing
Date
    Collateral
    Payment
Dates
    Form
10-D Filing Dates
        
        
        For
FY 20232006-1
    2/15/2006
    The
Goldman Sachs Group, Inc.
    02/15/2023
    02/22/20232006-1
    2/15/2006
    The
Goldman Sachs Group, Inc.
    08/15/2023
    08/18/2023   
 
  (2)
Financial Statement Schedules pursuant to Item 8: Not Applicable  (3)
Exhibits:  Exhibit 4.1
    For a description of the securities of the TILES Trust No. 2006-1, see Prospectus Supplement (To Prospectus dated March 5, 2003) dated as of February 15, 2006 filed by the Depositor with the SEC on February 15, 2006 and incorporated here by reference.  Exhibit 31.1
    Rule 13a-14(d) Certification  Exhibit 31.2
    Servicer Compliance Statement (U.S. Bank National Association)  Exhibit 33.1
    Report of U.S. Bank National Association, as successor-in-interest to Bank of America, National Association, on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities  Exhibit 34.1
    Attestation Report of Ernst & Young LLP on Assessment of U.S. Bank National Association’s Compliance with Servicing Criteria for Asset-Backed Securities  Exhibit 35.1
    Annual Statement of Compliance (U.S. Bank National Association)  Exhibit 97
    Policy Relating to Recovery of Erroneously Awarded Compensation  (b)
Exhibits: See Item 15(a)(3) above  (c)
Other Financial Statement Schedules: Not Applicable  
 
  SIGNATURES  Pursuant
to the requirements of Section 13 or 15(d) 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:
March 27, 2024  MS
                            STRUCTURED ASSET CORP.(Registrant)  By:/s/ Joshua Schanzer    Name:Joshua



 SchanzerTitle:Vice
                                         President