FORM 10-Q

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549




              Quarterly Report under Section 13 or 15(d)
                of the Securities Exchange Act of 1934




For the quarter ended March 31, 2007       Commission file #0-13545



                 JMB/245 PARK AVENUE ASSOCIATES, LTD.
        (Exact name of registrant as specified in its charter)




             Illinois                           36-3265541
      (State of organization)   (I.R.S. Employer Identification No.)



900 N. Michigan Ave., Chicago, Illinois              60611
(Address of principal executive office)           (Zip Code)




Registrant's telephone number, including area code  312-915-1987




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 (the "Exchange Act") 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  [ X ]    No [  ]

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

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



<PAGE>


                           TABLE OF CONTENTS




PART I     FINANCIAL INFORMATION


Item 1.    Financial Statements . . . . . . . . . . . . . . .     3


Item 2.    Management's Discussion and
           Analysis of Financial Condition and
           Results of Operations. . . . . . . . . . . . . . .     9


Item 4.    Controls and Procedures. . . . . . . . . . . . . .    11



PART II    OTHER INFORMATION


Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    11


Item 1A.   Risk Factors . . . . . . . . . . . . . . . . . . .    11


Item 6.    Exhibits . . . . . . . . . . . . . . . . . . . . .    11






<PAGE>


PART I.  FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS

                 JMB/245 PARK AVENUE ASSOCIATES, LTD.
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

                      CONSOLIDATED BALANCE SHEETS

                 MARCH 31, 2007 AND DECEMBER 31, 2006



                                ASSETS
                                ------
                                         MARCH 31,
                                           2007         DECEMBER 31,
                                        (UNAUDITED)        2006
                                       -------------    ------------
Current assets:
  Cash. . . . . . . . . . . . . . . .   $     17,874          11,157
  Interest receivable . . . . . . . .             48              50
                                        ------------    ------------
          Total assets. . . . . . . .   $     17,922          11,207
                                        ============    ============


         LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
         -----------------------------------------------------

Current liabilities:
  Accounts payable. . . . . . . . . .   $    111,090          48,879
  Demand note payable to an affiliate,
    including accrued interest of
    $1,020,123 at March 31, 2007
    and $908,639 at December 31,
    2006. . . . . . . . . . . . . . .      5,019,407       4,882,923
                                        ------------    ------------
Commitments and contingencies

          Total liabilities . . . . .      5,130,497       4,931,802



<PAGE>


                 JMB/245 PARK AVENUE ASSOCIATES, LTD.
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

                CONSOLIDATED BALANCE SHEETS - CONTINUED

                 MARCH 31, 2007 AND DECEMBER 31, 2006



                                         MARCH 31,
                                           2007         DECEMBER 31,
                                        (UNAUDITED)        2006
                                       -------------    ------------

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . .     26,664,247      26,664,247
    Cumulative cash distributions . .       (480,000)       (480,000)
    Cumulative net losses . . . . . .    (10,875,278)    (10,863,759)
                                        ------------    ------------
                                          15,308,969      15,320,488
                                        ------------    ------------
  Limited partners (950 and 952
   interests at March 31, 2007 and
   December 31, 2006, respectively):
    Capital contributions,
      net of offering costs . . . . .    113,057,394     113,057,394
    Cumulative cash distributions . .     (7,520,000)     (7,520,000)
    Cumulative net losses . . . . . .   (125,958,938)   (125,778,477)
                                        ------------    ------------
                                         (20,421,544)    (20,241,083)
                                        ------------    ------------
          Total partners' capital
            accounts (deficits) . . .     (5,112,575)     (4,920,595)
                                        ------------    ------------
                                        $     17,922          11,207
                                        ============    ============






























     See accompanying notes to consolidated financial statements.


<PAGE>


                 JMB/245 PARK AVENUE ASSOCIATES, LTD.
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

                 CONSOLIDATED STATEMENTS OF OPERATIONS

              THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                              (UNAUDITED)



                                                THREE MONTHS ENDED
                                                     MARCH 31,
                                               --------------------
                                                  2007       2006
                                               ---------   --------

Income:
  Interest income . . . . . . . . . . . . . .  $     109        382
                                               ---------   --------

Expenses:
  Interest. . . . . . . . . . . . . . . . . .    111,484     89,204
  Professional services . . . . . . . . . . .     59,200     52,000
  General and administrative. . . . . . . . .     21,405     25,223
                                               ---------   --------

                                                 192,089    166,427
                                               ---------   --------

      Net loss. . . . . . . . . . . . . . . .  $(191,980)  (166,045)
                                               =========   ========

      Net loss per limited partnership
        interest. . . . . . . . . . . . . . .  $    (190)      (163)
                                               =========   ========
































     See accompanying notes to consolidated financial statements.


<PAGE>


                 JMB/245 PARK AVENUE ASSOCIATES, LTD.
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

                 CONSOLIDATED STATEMENTS OF CASH FLOWS

              THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                              (UNAUDITED)



                                                2007        2006
                                             ----------  ----------
Cash flows from operating activities:
  Net loss. . . . . . . . . . . . . . . . .  $ (191,980)   (166,045)
  Items not requiring (providing) cash:
  Changes in:
    Interest receivable . . . . . . . . . .           2      43,468
    Accounts payable. . . . . . . . . . . .      62,211      56,277
    Interest payable to affiliate . . . . .     111,484      89,204
                                             ----------  ----------

          Net cash provided by (used in)
            operating activities. . . . . .     (18,283)     22,904
                                             ----------  ----------

Cash flows from financing activities:
  Fundings of demand note payable . . . . .      25,000      20,000
                                             ----------  ----------
          Net cash provided by
            financing activities. . . . . .      25,000      20,000
                                             ----------  ----------

          Net increase in cash. . . . . . .       6,717      42,904

          Cash and cash equivalents,
            beginning of period . . . . . .      11,157          20
                                             ----------  ----------

          Cash and cash equivalents,
            end of period . . . . . . . . .  $   17,874      42,924
                                             ==========  ==========

Supplemental disclosure of cash flow
 information:
   Non-cash financing activities:
     Replacement note (including
       accrued interest of $479,910)
       rolled into demand note. . . . . . .  $    --      3,962,194
                                             ==========  ==========


















     See accompanying notes to consolidated financial statements.


<PAGE>


                 JMB/245 PARK AVENUE ASSOCIATES, LTD.
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        MARCH 31, 2007 AND 2006
                              (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2006,
which are included in the Partnership's 2006 Annual Report on Form 10-K
(File No. 0-13545) filed on March 29, 2007, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report.  Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 2006 Annual Report on Form 10-K.

     JMB/245 Park Avenue Associates, Ltd. (the "Partnership"), through JMB
245 Park Avenue Holding Company, LLC ("245 Park Holding"), owns an
approximate .5% general partner interest in Brookfield Financial
Properties, L.P. ("BFP, LP"), formerly known as World Financial Properties,
L.P.  The ownership is represented by 567.375 Class A Units.  BFP, LP is a
joint venture that holds equity investments in commercial office buildings,
certain of which are owned subject to ground leases of the underlying land.

Business activities consist primarily of rentals to a variety of commercial
tenants and the ultimate sale or disposition of such real estate.  245 Park
Holding is a limited liability company in which the Partnership is a 99%
member and WFP Property G.P. Corp. ("WFP, GP"), which is an affiliate of
the managing general partner of BFP, LP, is a 1% member.  The accompanying
consolidated financial statements include the accounts of the Partnership
and its majority-owned limited liability company, 245 Park Holding.  The
effect of all transactions between the Partnership and its consolidated
venture has been eliminated.

     Because the Partnership has no future funding obligations to BFP, LP,
is currently not expecting to receive distributions from BFP, LP, has no
influence or control over the day-to-day affairs of BFP, LP, and its
investment in BFP, LP has been reduced to less than 1%, the Partnership
discontinued the application of the equity method of accounting, recorded
its investment at zero and no longer recognizes its share of earnings or
losses from BFP, LP.

     The preparation of financial statements in accordance with U.S.
generally accepted accounting principles requires the Partnership to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the 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
these estimates.

     The Partnership's future liquidity and ability to continue as a going
concern is dependent upon additional cash advances, evidenced by a demand
note ("Demand Note"), from JMB Realty Corporation ("JMB") and there is no
assurance that such advances will be made.  JMB is under no obligation to
make further advances and has the right to require repayment of the Demand
Note together with accrued and unpaid interest at any time.

RECENT ACCOUNTING PRONOUNCEMENT

     In June 2005, the FASB ratified the consensus reached in EITF Issue
No. 04-5, "Determining Whether a General Partner, or the General Partners
as a Group, Controls a Limited Partnership or Similar Entity When the
Limited Partners Have Certain Rights" (EITF 04-5).  EITF 04-5 is effective
for all newly formed limited partnerships after the consensus was ratified


<PAGE>


and January 2006 for all existing limited partnership agreements.  The
Partnership has evaluated the ownership structure of its existing
investment in BFP, LP and again has determined that it does not demonstrate
control over this entity as defined by EITF 04-5.

TRANSACTIONS WITH AFFILIATES

     Replacement Note 1, which was secured by the Partnership's interest
in BFP, LP and was scheduled to mature in January 2006, was rolled into the
Demand Note, effective January 2, 2006.  Replacement Note 1 accrued
interest at 2% per annum, with interest compounded annually and included in
principal, and had a balance, including accrued interest, of $3,962,194 as
of January 2, 2006.

     The operations of the Partnership since 2004 have been funded
entirely by cash advances from JMB which totaled $517,000 as of  March 31,
2007 and which, together with the amount owed and rolled over from
Replacement Note 1, are evidenced by the Demand Note.  An additional cash
advance of $50,000 was made by JMB under the Demand Note in April 2007.
The Demand Note accrues interest at prime plus 1 percent, with interest
compounded quarterly and included in principal, and is secured by the
Partnership's interest in BFP, LP.  JMB is under no obligation to make
further advances and has the right to require repayment of the Demand Note
together with accrued and unpaid interest at any time.

     In accordance with the Partnership Agreement, the Corporate General
Partner and its affiliates are entitled to receive payment or reimbursement
for direct expenses and out-of-pocket expenses related to the
administration of the Partnership and operation of the Partnership's real
property investment.  Additionally, the Corporate General Partner and its
affiliates are entitled to reimbursements for portfolio management, legal
and accounting services.  The Partnership incurred costs of $1,511 and
$1,624 for the three months ended March 31, 2007 and 2006, respectively,
for these services.  Cumulative costs totaling $4,244 were unpaid as of
March 31, 2007.

     Any reimbursable amounts currently payable to the General Partners
and their affiliates do not bear interest.

ADJUSTMENTS

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation (assuming the Partnership continues as a going concern) have
been made to the accompanying financial statements as of March 31, 2007 and
for the three months ended March 31, 2007 and 2006.





<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     Capitalized terms used herein but not defined have the same meanings
as in the Partnership's 2006 Annual Report on Form 10-K.

     The Partnership's future liquidity and ability to continue as a going
concern are dependent upon additional cash advances from JMB and there is
no assurance that such advances will continue to be made.  Replacement Note
1, which was due in January 2006, and which was secured by the
Partnership's interest in BFP, LP, was rolled into the Demand Note,
effective January 2, 2006.  The unpaid principal and accrued interest
balance of Replacement Note 1 at January 2, 2006 was $3,962,194.  The
operations of the Partnership since 2004 have been funded entirely by cash
advances from JMB which totaled $517,000 as of March 31, 2007 and which,
together with the amount owed and rolled over from Replacement Note 1, are
evidenced by the Demand Note.  An additional cash advance of $50,000 was
made by JMB under the Demand Note in April 2007.  The Demand Note accrues
interest at prime plus 1 percent, with interest compounded quarterly and
included in principal, and is secured by the Partnership's interest in BFP,
LP.  JMB is under no obligation to make further advances and has the right
to require repayment of advances previously made together with accrued and
unpaid interest at any time.

     BFP, LP has had the right to sell the 245 Park Avenue property
without the consent of the Partnership, and currently retains a 51%
interest therein as a result of its sale of a 49% interest in the 245 Park
Avenue property to an unaffiliated third party in October 2003.  The
Partnership did not receive any proceeds from this sale.  However, as a
result of such transaction, and subject to the terms of the transaction, a
substantial amount of gain for Federal and state income tax purposes was
allocated to the Holders of Interests without any distribution of cash.
Under certain circumstances, the Partnership may have obligations for
Federal or state withholding or estimated tax payments on behalf of certain
Holders of Interests.  Notwithstanding any such obligations, the
Partnership believes that the Holders of Interests have the ultimate
responsibility for the timely filing of state and Federal tax returns and
the payment of all related taxes, including the reimbursement to the
Partnership of all withholding tax payments or estimated tax payments made
on their behalf.

     The Partnership has an approximate .5% interest in BFP, LP.  Persons
who are interested in obtaining information concerning BFP, LP should be
aware that Brookfield Properties Corporation ("BPC") files periodic reports
and other information, which includes information about BFP, LP and its
assets and operations, with the U.S. Securities and Exchange Commission
("SEC") pursuant to the Securities Exchange Act of 1934.  BPC's filings
with the SEC are available to the public through the SEC's Electronic Data
Gathering, Analysis and Retrieval system accessible through the SEC's web
site at http://www.sec.gov.  Interested persons also may read and copy any
report, statement or other information that BPC has filed with the SEC at
its Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549,
or may call the SEC for more information on obtaining information from the
SEC's public reference rooms.  This description is provided for
informational purposes only.  The Partnership does not prepare, and is not
responsible for the preparation of, any of BPC's reports or other
information it files with the SEC including, but not limited to, those
concerning the business and financial results of BFP, LP.  Those reports
and other information are not intended to be incorporated by reference into
this report on Form 10-Q, and the Partnership has no responsibility for the
accuracy of any information included in BPC's reports or other information.



<PAGE>


     BFP, LP has a substantial amount of indebtedness outstanding. Any
proceeds from the sale of the buildings in which BFP, LP has an interest
would be first applied to repayment of the mortgage and other indebtedness
of BFP, LP.  In any event, any net proceeds obtained by the Partnership
could then be available to satisfy the Demand Note (previously discussed).
Only after such applications would any remaining proceeds be available to
be distributed to the Holders of Interests.  Similarly, in the event of a
sale or other disposition of the Retained Interest (including a
redemption), the Partnership's share of the proceeds of such sale or
disposition would be available to satisfy the Demand Note.  Only after such
application would remaining proceeds, if any, be available to be
distributed to the Holders of Interests.

     It is unlikely that the Holders of Interests ever will receive any
significant portion of their original investment.  However, it is expected
that Holders of Interests will be allocated a substantial amount of
additional gain for Federal and state income tax purposes as a result of
transactions which may occur over the remaining term of the Partnership.
These transactions include (i) a sale or other disposition of BFP, LP's
remaining interest in the 245 Park Avenue property or other properties in
which BFP, LP owns an interest; (ii) a sale or other disposition of the
Partnership's interest in BFP, LP (including a redemption of the Retained
Interest); or (iii) a significant reduction in the indebtedness of the 245
Park Avenue property or other indebtedness of the Partnership for Federal
and state income tax purposes.  Moreover, none of these transactions is
expected to result in Holders of Interests receiving any significant cash
distributions.  The amount of gain for Federal and state income tax
purposes to be allocated to a Holder of Interests over the remaining term
of the Partnership is expected to be, at a minimum, equal to all or most of
the amount of such Holder's deficit capital account for tax purposes.  Such
gain may be offset by suspended losses from prior years (if any) that have
been allocated to the Holder of Interests.  The actual tax liability of
each Holder of Interests will depend on such Holder's own tax situation.

RECENT ACCOUNTING PRONOUNCEMENT

     In June 2005, the FASB ratified the consensus reached in EITF Issue
No. 04-5, "Determining Whether a General Partner, or the General Partners
as a Group, Controls a Limited Partnership or Similar Entity When the
Limited Partners Have Certain Rights" (EITF 04-5).  EITF 04-5 is effective
for all newly formed limited partnerships after the consensus was ratified
and January 2006 for all existing limited partnership agreements.  The
Partnership has evaluated the ownership structure of its existing
investment in BFP, LP and again has determined that it does not demonstrate
control over this entity as defined by EITF 04-5.

RESULTS OF OPERATIONS

     The operations of the Partnership since 2004 have been funded
entirely by cash advances from JMB which totaled $517,000 and which,
together with the amount owed and rolled over from Replacement Note 1, are
evidenced by the Demand Note at March 31, 2007.

     The increase in cash at March 31, 2007 as compared to December 31,
2006 is due primarily to advances totaling $25,000 from JMB during the
three months ended March 31, 2007.  Such increase in cash was substantially
offset by disbursements for general and administrative expenses, a portion
of which were payable at December 31, 2006.

     The increase in accounts payable at March 31, 2007 as compared to
December 31, 2006 is due primarily to unpaid fees for year-end 2006 tax and
audit services recorded during the first quarter of 2007.



<PAGE>


     The increase in demand note payable to an affiliate at March 31, 2007
as compared to December 31, 2006 is due primarily to fundings totaling
$25,000 and interest of approximately $111,000 added to the principal in
2007.

     The increase in interest expense for the three months ended March 31,
2007 as compared to the three months ended March 31, 2006 is due primarily
to additional fundings in 2006 and 2007 and to higher effective interest
rates.


ITEM 4.  CONTROLS AND PROCEDURES

     Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-15 of
the Securities Exchange Act of 1934 promulgated thereunder, the principal
executive officer and the principal financial officer of the Partnership
have evaluated the effectiveness of the Partnership's disclosure controls
and procedures as of the end of the period covered by this report.  Based
on such evaluation, the principal executive officer and the principal
financial officer have concluded that the Partnership's disclosure controls
and procedures were effective as of the end of the period covered by this
report to ensure that information required to be disclosed in this report
was recorded, processed, summarized and reported within the time period
specified in the applicable rules and form of the Securities and Exchange
Commission for this report.  The Partnership's disclosure controls and
procedures do not include the disclosure controls and procedures of BFP,
LP, which the Partnership has no ability to control.



PART II.  OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

           The Partnership is not subject to any material pending legal
proceedings.


     ITEM 1A. RISK FACTORS

           There has been no known material changes from risk factors as
previously disclosed in the Partnership's Annual Report on Form 10-K for
the year ended December 31, 2006.


     ITEM 6.  EXHIBITS

     (a)   Exhibits.

           3.1.  Amended and Restated Agreement of Limited Partnership of
                 the Partnership is hereby incorporated herein by
                 reference to the Partnership's Report for June 30, 2002
                 on Form 10-Q (File No. 0-13545) dated August 21, 2002.

           3.2.  Amendment to the Amended and Restated Agreement of
                 Limited Partnership of JMB/245 Park Avenue Associates,
                 Ltd. by and between JMB Park Avenue, Inc. and Park
                 Associates, L.P. dated January 1, 1994 is hereby
                 incorporated herein by reference to Exhibit 3-B to the
                 Partnership's Report for March 31, 1995 on Form 10-Q
                 (File No. 0-13545) dated May 11, 1995.



<PAGE>


           4.1   Security Agreement, dated May 7, 2001, by JMB/245 Park
                 Avenue Associates, Ltd. in favor of JMB Realty
                 Corporation is hereby incorporated herein by reference
                 to the Partnership's Report for September 30, 2004 on
                 Form 10-Q (File No. 0-13545) dated November 10, 2004.

           4.2   Note Split Agreement, dated October 8, 2004, by and
                 between JMB Realty Corporation and JMB/245 Park Avenue
                 Associates, Ltd. is hereby incorporated herein by
                 reference to the Partnership's Report for September 30,
                 2004 on Form 10-Q (File No. 0-13545) dated November 10,
                 2004.

           4.3   Replacement Note #1 to Second Amended and Restated
                 Promissory Note, dated October 8, 2004, in the original
                 principal amount of $3,482,283.71 is hereby incorporated
                 herein by reference to the Partnership's Report for
                 September 30, 2004 on Form 10-Q (File No. 0-13545) dated
                 November 10, 2004.

           4.4   Replacement Note #2 to Second Amended and Restated
                 Promissory Note, dated October 8, 2004, in the original
                 principal amount of $22,017,716.29 is hereby
                 incorporated herein by reference to the Partnership's
                 Report for September 30, 2004 on Form 10-Q (File
                 No. 0-13545) dated November 10, 2004.

           4.5   Assignment and Contribution Agreement, dated October 8,
                 2004, by and between JMB Park Avenue, Inc. and JMB/245
                 Park Avenue Associates, Ltd. is hereby incorporated
                 herein by reference to the Partnership's Report for
                 September 30, 2004 on Form 10-Q (File No. 0-13545) dated
                 November 10, 2004.

           4.6   Promissory Note, payable on demand, dated December 1,
                 2004, in the original amount of $172,000, is hereby
                 incorporated herein by reference to the Partnership's
                 Report for December 1, 2004 on Form 8-K (File
                 No. 0-13545), dated December 7, 2004.

           31.1. Certification of Chief Executive Officer Pursuant
                 to Rule 13a-14(a)/15d-14(a) of the Securities and
                 Exchange Act of 1934, as amended, is filed herewith.

           31.2. Certification of Chief Financial Officer Pursuant
                 to Rule 13a-14(a)/15d-14(a) of the Securities and
                 Exchange Act of 1934, as amended, is filed herewith.

           32.   Certifications pursuant to 18 U.S.C. Section 1350, as
                 adopted pursuant to Section 906 of the Sarbanes-Oxley
                 Act of 2002 are furnished herewith.










<PAGE>


                              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.


                      JMB/245 PARK AVENUE ASSOCIATES, LTD.

                      BY:   JMB Park Avenue, Inc.
                            Corporate General Partner


                      By:   GAILEN J. HULL
                            Gailen J. Hull, Vice President
                      Date: May 11, 2007


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacities
and on the date indicated.


                      By:   GAILEN J. HULL
                            Gailen J. Hull, Chief Financial Officer
                            and Principal Accounting Officer
                      Date: May 11, 2007