**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

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**FORM 10-Q/A**

**Amendment No. 1**

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**(Mark One)**

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| x |   | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---|--------|--------------------------------------------------------------------------------------------------------|

 

For the quarterly period ended April 30,2006

or
| o |   | **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:**  1-4488**

**MESABITRUST**(Exact name of registrant as specified in its charter)

 
| **New York******(State or other jurisdiction of  incorporation or organization)                                                                                                       | ** ** | **13-6022277******(I.R.S. Employer Identification No.) |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------|
| **c/o Deutsche Bank Trust Company Americas  Trust & Securities Services — GDS  60 Wall Street  27th Floor  New York, New York**(Address of principal executive offices) | ** ** | **10005******(Zip code)                                |

 

**(615) 835-2749**(Registrant’s telephone number, including area code)

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.  Yes x No o

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act:

Large acceleratedfiler o                        Acceleratedfiler x                        Non-acceleratedfiler o         

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

As of June 7, 2006,there were 13,120,010 Units of Beneficial Interest in Mesabi Trust outstanding.

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**EXPLANATORY NOTE**

ThisAmendment on Form 10-Q/A is filed solely to correct a typographicalerror in Part I. Financial Information, Item 2. Trustees’ Discussion and Analysis ofFinancial Condition and Results of Operations as included in theQuarterly Report on Form 10-Q filed by Mesabi Trust (“Mesabi Trust”or the “Trust”) on June 9, 2006 (the “Form 10-Q”). In the tabledisclosing the comparison of the three months ended April 30, 2006 and April 30,2005, the gross income number reported under the column headed “2006” wasreported as $1,561,098 when it should have been reported as $1,644,970. This Form 10-Q/Acorrects that inadvertent typographical error.

Part II.Other Information, Item 6. Exhibits, is also being amended to provideupdated Exhibits 31 and 32. All other information in the Form 10-Qremains unchanged and has not been repeated in this Amendment. Accordingly,this Form 10-Q/A should be read in conjunction with the Form 10-Q.

Exceptas described above, there have been no changes to the Form 10-Q. Thisamendment does not reflect events occurring after the original filing date ofthe Form 10-Q.

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**PART I - FINANCIALINFORMATION**

**Item 2.    Trustees’Discussion and Analysis of Financial Condition and Results of Operations.**

**Comparisonof Three Months Ended April 30, 2006 and April 30, 2005**

Net income for the quarterended April 30, 2006 was $1,473,853, a decrease of approximately 31% overthe quarter ended April 30, 2005. As with the decrease in total royaltyincome, the decrease in net income was caused by a slight decrease in pelletprices, as compared to the comparable prior period, combined with a larger netdecrease in the accrued income payable to the Trust as a result of thefinalization of contract pricing adjustments as described above. The decrease intotal royalty income was partially offset by a reduction in the Trust’sexpenses, as compared to the first quarter 2005, primarily due to a decrease inlegal and accounting fees. Following is a summary of results for the threemonths ended April 30, 2006 and April 30, 2005, respectively.

|                      | ** ** | **Three Months Ended April 30,** | ** ** |
|----------------------|------------|------------------------------------------------------|------------|
| ** **           | ** ** | **2006**                                             | ** ** | **2005** | ** ** |
| Total royalty income |       | $                                                    | 1,636,998  |   | $ | 2,343,447 |   |
| Interest income      |       | 7,972                                                |       | 10,638 |   |
| Gross income         |       | $                                                    | 1,644,970  |   | $ | 2,354,085 |   |
|                 |       |                                                 |       |   |   |
| Expenses             |       | 171,117                                              |       | 218,922 |   |
| Net income           |       | $                                                    | 1,473,853  |   | $ | 2,135,163 |   |

 

**Item 6.    Exhibits.**

| 31     |   | Certification of Corporate Trustee of Mesabi Trust  pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                 |
| 32     |   | Certification of Corporate Trustee of Mesabi Trust  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.                             |

 

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**SIGNATURES**

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

 
|                           |   |   | MESABI TRUST                                                      |   |
|---------------------------|--------|--------|-------------------------------------------------------------------|--------|
|                      |   |   | (Registrant)                                                      |   |
|                      |   |   |                                                              |   |
|                      |   | By:    | DEUTSCHE BANK TRUST COMPANY AMERICAS                              |   |
|                      |   |   | Corporate Trustee                                                 |   |
|                      |   |   | Principal Administrative Officer and duly authorized  signatory:* |   |
|                      |   |   |                                                              |   |
|                      |   | By:    | Deutsche Bank National Trust Company                              |   |
|                      |   |   |                                                              |   |
| Date:  June 13, 2006 |   | By:    | /s/ Rodney Gaughan                                                |   |
|                      |   |   | Name: Rodney Gaughan                                              |   |
|                      |   |   | Title: Assistant Vice President                                   |   |
|                           |        |        |                                                                   |        |  |

 

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* There are noprincipal executive officers or principal financial officers of the registrant.

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