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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

|[ x ] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
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|      | FOR THE QUARTERLY PERIOD ENDED December 31, 2005                                        
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|      | OR                                                                                      
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|[   ] | 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 000-51599

WILLOWTREE ADVISOR, INC.



|NevadaState or other jurisdiction of incorporation or organization | N/A(IRS Employer Identification No.)
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1411 Hedgelawn Way 
Raleigh, North Carolina 27615(Address of principal executive offices)

(919) 872-8814(Registrant's telephone number, including area code)

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 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 [   ]

The Registrant is a Shell company. Yes  [   ]   No [ x ]

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PART I

Item 1. Financial Statement



|WILLOWTREE ADVISORS, INC.            
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|(A Development Stage Company)        
|BALANCE SHEETS                       
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|ASSETS                               
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|LIABILITIES AND STOCKHOLDER'S DEFICIT
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The accompanying notes are an integral part of these financial statements.

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|WILLOWTREE ADVISORS, INC.     
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|(A Development Stage Company) 
|STATEMENTS OF OPERATIONS      
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|REVENUES                      
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|EXPENSES                      
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|LOSS FROM OPERATIONS          
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|PROVISION FOR INCOME TAX      
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|NET LOSS                      
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|BASIC AND DILUTED NET LOSS PER
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|WEIGHTED AVERAGE NUMBER OF    
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The accompanying notes are an integral part of these financial statements.

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|WILLOWTREE ADVISORS, INC.             
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|(A Development Stage Company)         
|STATEMENTS OF STOCKHOLDER'S DEFICIT   
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|Balance, June 16, 2004 (Inception)    
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|Balance, June 30, 2004                
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|Balance, June 30, 2005                
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|Balance, December 31, 2005 (unaudited)













The accompanying notes are an integral part of these financial statements.

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|WILLOWTREE ADVISORS, INC.           
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|(A Development Stage Company)       
|STATEMENTS OF CASH FLOWS            
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|CASH FLOWS FROM OPERATING ACTIVITIES
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|CASH FLOWS FROM INVESTING ACTIVITIES
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|CASH FLOWS FROM FINANCING ACTIVITIES
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|NET INCREASE (DECREASE) IN CASH     
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|CASH, BEGINNING OF PERIOD           
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|CASH, END OF PERIOD                 
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|SUPPLEMENTAL CASH FLOW INFORMATION: 
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|NON-CASH TRANSACTIONS:              
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The accompanying notes are an integral part of these financial statements.

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|WILLOWTREE ADVISORS, INC.              
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|(A DEVELOPMENT STAGE COMPANY)          
|CONDENSED NOTES TO FINANCIAL STATEMENTS
|December 31, 2005                      

NOTE - BASIS OF PRESENTATION

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Regulation S-B as promulgated by the Securities and Exchange Commission ("SEC").  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended June 30, 2005.  In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.  Operating results for the six-month period ending December 31, 2005 are not necessarily indicative of the results that may be expected for the year ending June 30, 2006.

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period.  Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company's financial position and results of operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern
As shown in the accompanying financial statements, the Company had an accumulated deficit of $218,605 incurred through December 31, 2005. The Company has no revenues and has recurring losses from operations.  Management's plans are to begin generating revenues through offering landscaping advisory services.  The Company is actively seeking additional capital and management believes that this will enable the Company to continue its operations.  These plans, if successful, will mitigate the factors which raise substantial doubt about the Company's ability to continue as a going concern.  There are inherent uncertainties and management cannot provide assurances that it will be successful in its endeavors.

The financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue existence.  The Company anticipates that it will need all of its current cash reserves to fully implement its business plan.  The Company expects to control its cash outflows based upon current funds and funds received.

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|WILLOWTREE ADVISORS, INC.              
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|(A DEVELOPMENT STAGE COMPANY)          
|CONDENSED NOTES TO FINANCIAL STATEMENTS
|December 31, 2005                      

Recent Accounting Pronouncements
In May 2005, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 154, "Accounting Changes  and Error  Corrections," (hereinafter "SFAS No. 154") which replaces Accounting  Principles Board Opinion No. 20, "Accounting  Changes", and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements B An Amendment of APB Opinion No. 28".  SFAS No. 154 provides guidance on accounting for and reporting changes in accounting principle and error corrections.  SFAS No. 154 requires that changes in accounting principle be applied retrospectively to prior period financial statements and is effective for fiscal years beginning after December 15, 2005.  The Company does not expect SFAS No. 154 to have a material impact on its consolidated financial position, results of operations, or cash flows.

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153, "Exchange of Nonmonetary Assets an amendment of ARB Opinion No. 29." This statement addresses the measurement of exchanges of nonmonetary assets.  The guidance in APB Opinion No. 29, "Accounting for Nonmonetary Transactions," is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that opinion, however, included certain exceptions to that principle.  This statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  Management believes the adoption of this statement will have no impact on the financial statements of the Company.

In December 2004, the Financial Accounting Standards Board issued to Statement of Financial Accounting Standards No. 123 (R), "Accounting for Stock Based Compensation" (hereinafter "SFAS No. 123R"). This statement supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance.  This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments.  This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  This statement does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS No. 123.  This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership Plans." The Company has determined that there was no impact to its financial statements from the adoption of this statement.



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|WILLOWTREE ADVISORS, INC.              
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|(A DEVELOPMENT STAGE COMPANY)          
|CONDENSED NOTES TO FINANCIAL STATEMENTS
|December 31, 2005                      

In November 2004, the Financial Accounting Standards Board issued SFAS No. 151, "Inventory CostsC an amendment of ARB No. 43, Chapter 4." This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges. . . ." This statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities.  Management does not believe the adoption of this statement will have any immediate material impact on the Company as the Company maintains no inventory.

Revenue Recognition The Company will recognize revenue from contracts (1) upon actual sale (disposition) of such contracts and (2) upon actual cash collections for ongoing contracts.  With these two types of revenue sources, revenue will thereby be recorded when there is persuasive evidence that an arrangement exists, services have been rendered, the contract price is determinable, and collectibility is reasonably assured (or, in the case of ongoing contracts, actually collected).

Use of EstimatesThe process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

NOTE 3 - RELATED PARTY TRANSACTIONS

On occasion, the Company's shareholder pays corporate expenses.  These related party payables, which are unsecured and non-interest bearing, are due on demand and totaled $32,177 at December 31, 2005.

The Company occasionally may utilize an office in the home of the Company's sole shareholder. No rent has been paid or accrued. At December 31, 2005, the value of this occasional space utilization is considered materially insignificant for financial reporting purposes.

NOTE 4 - STOCKHOLDER'S EQUITY

The Company is authorized to issue 100,000,000 shares of $0.00001 par value common stock.  Each holder of common stock has one, non-cumulative vote per share on all matters voted upon by the shareholders.  At December 31, 2005, the Company had 5,000,000 shares of common stock outstanding.

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|WILLOWTREE ADVISORS, INC.              
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|(A DEVELOPMENT STAGE COMPANY)          
|CONDENSED NOTES TO FINANCIAL STATEMENTS
|December 31, 2005                      

The Company is also authorized to issue 100,000,000 shares of $0.00001 par value preferred stock.  As of December 31, 2005, no preferred stock had been issued.

During the period ended June 30, 2004, the Company issued 5,000,000 restricted shares at $0.035 per share to the sole officer and director of the Company for services related to the development of the Company.  The Company computed the number of shares issued in this transaction based on the fair value of services received and recognized an expense of $174,950 for services provided by the director.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Compliance with Environmental RegulationsThe Company's business activities are subject to laws and regulations controlling not only the business activities, but also the effect of such activities on the environment.  Compliance with such laws and regulations may necessitate additional capital outlays, affect the economics of a project, and cause changes or delays in the Company's activities.













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

This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up stage corporation and have not started operations or generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website, engage suppliers to sell and customers to buy our products.  We have not generated any revenues, engaged in any operations, entered into any agreements or developed a website.  The only operations we have engaged in is the creation of the website and the development of a business plan.   We believe the technical aspects of our website will be sufficiently developed to use for our operations 70 days  from the time we raise sufficient capital to fund our operations. Accordingly, we must raise cash from sources other than operations.  Our only other source for cash at this time is investments by others in our company.  We must raise cash to implement our project and begin our operations.  We believe that if we raise a net amount of $50,000, it will last twelve months.  We believe this as a result of analyzing the cost of doing business, however, our officers and directors do not have any experience in the commercial design business.     We will not begin operations until we raise $50,000.

To meet our need for cash we will be attempting to raise money from investors.  We believe that we will be able to raise enough money to begin operations and remain in business for one year.    If we are unable to secure enough suppliers to provide us with products at suitably low pricing or enough customers willing to buy the product at higher than the price we have negotiated with our suppliers, we may quickly use up the money and will need to find alternative sources,  like a  public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. If we raise $50,000, it will last a year but with limited funds available to develop growth strategy.  If we raise $200,000, we believe the money will last a year and also provide funds for growth strategy.  We believe this as a result of analyzing the cost of doing business, however, our officers and directors do not have any experience in the commercial design business.

If we raise less than $200,000 and we need more money we will have to revert to obtaining additional money as described in this section.  Other than as described in this section, we have no other financing plans.



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Plan of Operation

Assuming we raise $50,000, we believe we can satisfy our cash requirements during the next 12 months. We will not be conducting any product research or development. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees.

Upon raising $50,000, our specific goal is to profitably sell our advisory services on our Internet website to  new homeowners, home remodelers and professional landscapers.  We intend to accomplish the foregoing through the following milestones:

|1 | Raise at least $50,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|2 | After raising at least $50,000, we will immediately begin to establish our office and acquire the equipment we need to begin operations. Establishing our offices will take 7-10 days. We believe that it will cost $5,000 to establish our office. We do not intend to hire employees. Our sole officer and director will handle our administrative duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|3 | After our office is established, which we said should be 7-10 days after raising $50,000, we intend to contact landscape professionals to offer their products and services on our website.  We plan to attend industry trade shows that are oriented towards meeting new landscape prospects and customers and creating opportunities for us to develop important relationships with landscape professionals in the southeastern United States. Once we raise at least $50,000, we will hire an outside web designer to begin development of the website.   The negotiation of additional alliances with service providers and the development of the website will be ongoing during the life of our operations. As more service providers are added and as our customer database expands, we will have to be continually upgrading the website. We believe that it will cost up to $5,000 in order to have our website initially operational and $5,000 to have our database initially ready to receive information. Both the initial operation of the website and the database is anticipated to be ready within 60 days from raising at least $50,000.   As additional alliances are negotiated with service providers, we will up-grade the website. As our customer base increases we will up-grade the database. Both upgrades will be ongoing during the life of our operations.
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|4 | As soon as our website is operational, which as we have said will be approximately 60 days from raising at least $50,000, we will begin to market our website in the southeastern United States and through traditional sources such as trade magazines, conventions and conferences, newspaper advertising, telephone directories and flyers / mailers. We also intend to attend tradeshows and conferences.  We intend to target residential customers and landscape professionals, to become potential users of our advisory services. Initially we will aggressively court the key database of contacts provided by our president, Cynthia Allison.  We may utilize inbound links that connect directly to our website from other sites. Potential clients can simply click on these links to become connected to our website from search engines and community and affinity sites. We believe that it will cost a minimum of $10,000 for our marketing campaign.  Marketing is an ongoing matter that will continue during the life of our operations. We also believe that we should begin to see results from our marketing campaign within 30 days from its initiation, or 90 days from setting up our office.                                                                                                                                                                  



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|5 | Our marketing program will combine sourcing out service providers as well as clients to utilize those services.  The process of sourcing out service providers includes identifying landscape professionals and homeowners  via the Internet and research in trade magazines and directories. This process will start as soon as our office is operational and will be ongoing during the life of our operations.  Sourcing potential clients may consist of telephone surveys and may contain questions that would "
qualify"
 the potential clients.   It will also involve research into existing databases available via the Internet to target and extract the applicable names and contacts to create our own customized database. We intend to look into the databases of landscape trade journals, business magazines, newspapers, trade magazines as well as telephone directories.  The cost to source and analyze all of the material to identify suitable candidates to develop and maintain the database is estimated to be $5,000.
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|6 | Within 90 days from the initial launch of our website, we believe that we will begin generating fees from our advisory  services.  Once the website is fully operational and we have begun to generate fees from our customers, we intend to book travel arrangements for our customers, we intend to hire 1 or 2 part-time salesperson(s) to initiate telephone calls to potential clients.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

In summary, we should be in full operation and receiving orders within 100 days of raising at least $50,000.  We estimate that we will generate revenue 120 to 180 days after beginning operations.

Until our website is fully operational, we do not believe that clients will use our advisory services to meet their landscape needs. We believe, however, that once our website is operational and we are able to provide a wide selection of advisory services that we can offer to potential clients, they will utilize our services for their landscape needs.

If we are unable to negotiate suitable terms with service providers to enable us to represent their companies, or if we are unable to attract clients to use our advisory services, we may have to suspend or cease operations.

If we cannot generate sufficient revenues to inititate operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

To become profitable and competitive, we have to locate and negotiate agreements with service providers to allow us to represent them for a percentage-based commission.  We then have to locate clients to book those services through us. We are seeking equity financing to provide for the capital required to implement our operations.



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We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of operations

Since we were incorporated, we hired the attorney, and hired the auditor for the preparation of our registration statement.  We have reserved the domain name "willowtreeadvisor.com."  Our loss since inception is $218,605 of which $20,000 is for legal fees, $22,831 for audit fees, $174,950 for services by our sole officer and $824 for filing fees and general office costs.     We have not started our proposed business operations and will not do so until we have completed this offering. We expect to begin operations 100 days after we raise at least $50,000.

Since inception, we sold 5,000,000 shares of common stock to our sole officer and director for $175,000 in cash and services. Services rendered as of June 2004 by Ms. Allison consisted  mainly of the following: development of the Company's business plan and corporate vision; selection and retention of securities counsel; selection and retention of independent auditors; preparation of the Company's initial financial statements, notes, and language for initial registration statement, development of the Company's initial marketing plan; discussions with our counsel and auditors; discussion with prospective company vendors and consultants. The value was determined to be $100/hour for 1,750 hours of services per client.  The initial stock issued to Ms. Allison consisted of 5,000,000 shares of our common stock. The shares were issued at the election and authorization of Ms. Allison, our sole director, principally for the aforementioned services which she performed. The shares were deemed by Ms. Allison (as director) to have an initial value of $0.035 per share, or $175,000 in the aggregate. This share pricing reflects a 30% discount from the shares registered for sale at $0.05 per share due to the restrictive nature of the shares issued. While the value of the services rendered is not easily and objectively measurable, the value of the shares received appeared more ascertainable and measurable, and accordingly was used for valuation purposes. The initial shares were recorded as an expense in our financial statements with a corresponding credit to contributed paid-in capital.  Ms. Allison's services were provided in the period prior to the Company's organization and incorporation and will continue during the current period.  Ms Allison's services included duties required to bring about the Company's business plan and corporate vision; selection and retention of securities counsel; selection of and retention of independent auditors; preparation of Company's initial financial statements, notes and language for initial registration statement; development of the Company's initial marketing plan; discussions with the Company's counsel and auditors; and discussion with prospective company vendors and consultants.

Liquidity and capital resources

To meet our need for cash we need to raise at least $50,000.  If we raise at least $50,000, we will begin operations but we cannot guarantee that once we begin operations we will stay in business after operations have commenced.   If we are unable to successfully attract customers and  negotiate strategic alliances or if we are unable to attract enough clients to utilize our advisory services, we will need to find alternative sources, like a public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations.    At the present time, we have not made any arrangements to raise any cash.



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Our sole officer and director is willing to commit to loan us money until we raise at least $50,000.   At the present time, we have not made any arrangements to raise cash.  If we need cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.  If we raise at least $50,000, it will last a year.  Other than as described in this paragraph, we have no other financing plans.

As of the date of report, we have yet to generate any revenues from our business operations.

We issued 5,000,000 shares of common stock by the sale of shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933 in June 2004. This was accounted for as a sale of common stock.

As of December 31, 2005, our total assets were $60 and our total liabilities were $43,665 comprised of $32,177 owed to Cynthia Allison, our sole director and president for payments made to our attorney and  auditors.  As of December 31, 2005, we had cash of $60.  Cynthia Allison our sole officer and director is willing to loan us the money needed to fund operations until we raise at least $50,000. Operations include but are not limited to filing reports with the Securities and Exchange Commission as well as the business activities contemplated by our business plan.  Our current liabilities to our related party does not have to repaid at this time.  Our related party liabilities consist of money advanced by our sole officer and director and she has agreed that we do not have to repay the same at this time and that the amount owed to her will only be repaid from future revenues.

ITEM 3.     CONTROLS AND PROCEDURES.

(a)	Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports our files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

(b)	Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.



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There were no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any deficiencies or material weaknesses of internal controls that would require corrective action.

PART II - OTHER INFORMATION

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.

On August 14, 2005, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number 333-117840, permitting us to offer up to 2,000,000 shares of common stock at $0.05 per share. There was no underwriter involved in our public offering.  On December 1, 2005, we elected to terminate the offering and withdraw the registration statement pursuant to Reg. 477 of the Securities Act of 1933.

No offers of securities were made and no securities were sold, leaving all of the securities unsold.

We withdrew our registration statement and deregistered the shares of common stock because we believed that we could not comply with the laws of the State of North Carolina with respect to our public offering.

ITEM 6.     EXHIBITS.

(c)     The following Exhibits are attached hereto:

|Exhibit No. | Document Description                                                                                                                                                                          
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                               
|31.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended.
|           
|32.1        | Certification of Chief Executive Officer and Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 302 Of The Sarbanes-Oxley Act of 2002.                









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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 10th day of February, 2006.



| | WILLOWTREE ADVISOR, INC.
| | ------------------------
| | (Registrant)            
| |                         
| | BY:                     
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