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, 2022

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 Floor

New York, New York

Attention: 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 Registered
|------------------------------------- | -------------- | -----------------------------------------
|TILES 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. ☐

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 13, 2023, 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, 2022; Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2022; Annual Report on Form 10-K for the fiscal year ended December 31, 2022; 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 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. SELECTED FINANCIAL DATA



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 AND EXECUTIVE OFFICERS OF THE REGISTRANT



Not Applicable



ITEM 11. EXECUTIVE COMPENSATION



Not Applicable



Item12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Not Applicable



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Not Applicable



ITEM 14. PRINCIPAL ACCOUNTING 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, 2022; Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2022; Annual Report on Form 10-K for the fiscal year ended December 31, 2022;
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. EXHIBITS 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 2022
|------------------------ | ------------ | ----------------------------- | ------------- | ---------------------------------------------------------------------
|2006-1                   | 2/15/2006    | The Goldman Sachs Group, Inc. | 02/15/2022    | 02/23/2022                                                           
|2006-1                   | 2/15/2006    | The Goldman Sachs Group, Inc. | 08/15/2022    | 08/30/2022                                                           













(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)                                                                                                                                                                                            



(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 16, 2023



MS STRUCTURED
ASSET CORP.(Registrant)

By: /s/ Joshua
Schanzer

Name:	Joshua
Schanzer

Title: Vice President