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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 
|----- | ----------------------------------------------------------------------------------------
|      | FOR THE QUARTERLY PERIOD ENDED March 31, 2006                                           
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|      | 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 NUMBER 000-51599

WILLOWTREE ADVISOR, INC.



|NevadaState or other jurisdiction of incorporation or organization | N/A(IRS Employer Identification No.)
|------------------------------------------------------------------ | ------------------------------------

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.                      |                                                                     |                                                                     |           |            
|---------------------------------------------- | ------------------------------------------------------------------- | ------------------------------------------------------------------- | --------- | -----------
|(A Development Stage Company)                  |                                                                     |                                                                     |           |            
|BALANCE SHEETS                                 |                                                                     |                                                                     |           |            
|                                               |                                                                     |                                                                     |           |            
|                                               |                                                                     |                                                                     |           | March 31,  
|                                               |                                                                     |                                                                     |           | 2006       
|                                               |                                                                     |                                                                     |           | (unaudited)
|ASSETS                                         |                                                                     |                                                                     |           |            
|                                               |                                                                     |                                                                     |           |            
|                                               | CURRENT ASSETS                                                      |                                                                     |           |            
|                                               | Cash                                                                | $                                                                   | 38,917    | $          
|                                               |                                                                     |                                                                     |           |            
|                                               | TOTAL ASSETS                                                        | $                                                                   | 38,917    | $          
|                                               |                                                                     |                                                                     |           |            
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |                                                                     |                                                                    
|                                               |                                                                     |                                                                     |           |            
|                                               | CURRENT LIABILITIES                                                 |                                                                     |           |            
|                                               | Accounts payable                                                    | $                                                                   | 7,786     | $          
|                                               | Advances from related party                                         |                                                                     | 5,100     |            
|                                               |                                                                     | TOTAL CURRENT LIABILITIES                                           |           | 12,886     
|                                               |                                                                     |                                                                     |           |            
|                                               | COMMITMENTS AND CONTINGENCIES                                       |                                                                     | -         |            
|                                               |                                                                     |                                                                     |           |            
|                                               | STOCKHOLDERS' EQUITY (DEFICIT)                                      |                                                                     |           |            
|                                               | Preferred stock, $0.00001 par value, 100,000,000 shares authorized; |                                                                     |          
|                                               |                                                                     | no shares issued and outstanding                                    |           | -          
|                                               | Common stock, $0.00001 par value, 100,000,000 shares authorized;    |                                                                     |          
|                                               |                                                                     | 6,485,000 and 5,000,000 shares issued and outstanding, respectively | 65        |            
|                                               | Additional paid-in capital                                          |                                                                     | 249,185   |            
|                                               | Accumulated deficit during development stage                        |                                                                     | (223,219) |            
|                                               |                                                                     | TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                |           | 26,031     
|                                               |                                                                     |                                                                     |           |            
|                                               | TOTAL LIABILITIES AND                                               |                                                                     |           |            
|                                               | STOCKHOLDERS' EQUITY (DEFICIT)                                      | $                                                                   | 38,917    | $          







The accompanying condensed notes are an integral part of these financial statements.
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|WILLOWTREE ADVISORS, INC.           
|------------------------------------
|(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 SHARE
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|WEIGHTED AVERAGE NUMBER OF          
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The accompanying condensed notes are an integral part of these financial statements.
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|WILLOWTREE ADVISORS, INC.                   
|--------------------------------------------
|(A Development Stage Company)               
|STATEMENTS OF STOCKHOLDERS' EQUITY (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, March 31, 2006 (unaudited)         

















The accompanying condensed notes are an integral part of these financial statements.
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|WILLOWTREE ADVISORS, INC.           
|------------------------------------
|(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 condensed notes are an integral part of these financial statements.
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|WILLOWTREE ADVISORS, INC.              
|---------------------------------------
|(A DEVELOPMENT STAGE COMPANY)          
|CONDENSED NOTES TO FINANCIAL STATEMENTS
|March 31, 2006                         

NOTE 1 - 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 nine-month period ending March 31, 2006 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 $223,219 incurred through March 31, 2006. 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.              
|---------------------------------------
|(A DEVELOPMENT STAGE COMPANY)          
|CONDENSED NOTES TO FINANCIAL STATEMENTS
|March 31, 2006                         

Recent Accounting PronouncementsIn March 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 156, "Accounting for Servicing of Financial Assets, an Amendment of FASB Statement No. 140," (hereinafter "SFAS No. 156). This statement requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in any of the following situations: a transfer of the servicer's financial assets that meets the requirements for sale accounting; a transfer of the servicer's financial assets to a qualifying special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale securities or trading securities; or an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates. The statement also requires all separately recognized servicing assets and servicing liabilities to be initially recorded at fair value, if practicable and permits an entity to choose either the amortization or fair value method for subsequent measurement of each class of servicing assets and liabilities. The statement further permits, at its initial adoption, a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement No. 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value and requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. This statement is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entity's fiscal year. Management believes the adoption of this statement will have no impact on the Company's financial condition or results of operations.

In February 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 155, "Accounting for Certain Hybrid Financial Instruments, an Amendment of FASB Standards No. 133 and 140," (hereinafter SFAS No. 155). This statement established the accounting for certain derivatives embedded in other instruments. It simplifies accounting for certain hybrid financial instruments by permitting fair value remeasurement for any hybrid instrument that contains an embedded derivative that would otherwise require bifurcation under SFAS No. 133 as well as eliminating a restriction on the passive derivative instruments that a qualifying special-purpose entity may hold under SFAS No. 140. This statement allows a public entity to irrevocably elect to initially and subsequently measure a hybrid instrument that would be required to be separated into a host contract and derivative in its entirety at fair value (with changes in fair value recognized in earnings) so long as that instrument is not designated as a hedging instrument pursuant to the statement. SFAS No. 140 previously prohibited a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entity's fiscal year.  Management believes the adoption of this statement will have no impact on the Company's financial condition or results of operations.

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|WILLOWTREE ADVISORS, INC.              
|---------------------------------------
|(A DEVELOPMENT STAGE COMPANY)          
|CONDENSED NOTES TO FINANCIAL STATEMENTS
|March 31, 2006                         

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 - 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 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.

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,

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|WILLOWTREE ADVISORS, INC.              
|---------------------------------------
|(A DEVELOPMENT STAGE COMPANY)          
|CONDENSED NOTES TO FINANCIAL STATEMENTS
|March 31, 2006                         

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 initial shareholder pays corporate expenses.  These related party payables, which are unsecured and non-interest bearing, are due on demand and totaled $5,100 at March 31, 2006.

The Company occasionally may utilize an office in the home of the Company's initial shareholder. No rent has been paid or accrued. At March 31, 2006, the value of this occasional space utilization is considered materially insignificant for financial reporting purposes.

NOTE 4 - STOCKHOLDERS' 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 March 31, 2006, the Company had 6,485,000 shares of common stock outstanding.

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|WILLOWTREE ADVISORS, INC.              
|---------------------------------------
|(A DEVELOPMENT STAGE COMPANY)          
|CONDENSED NOTES TO FINANCIAL STATEMENTS
|March 31, 2006                         

The Company completed a private placement of securities and raised gross proceeds of $74,250. The Company sold a total of 1,485,000 shares of common stock to 49 investors at a price of $0.05 per share. The 1,485,000 shares of common stock were issued as restricted shares in compliance with Rule 144 of the Securities Act of 1933.

The Company is also authorized to issue 100,000,000 shares of $0.00001 par value preferred stock.  As of March 31, 2006, 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 initial 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 Regulations
The 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 report 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 report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

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

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months.  We raised $74,250 gross proceeds, $64,250 net proceeds through a private placement.  We believe the $64,250 amount will fund operations for at least one year.

We will not be conducting any product research or development. Further we do not expect significant changes in the number of employees.

Our specific goal is to complete the development of our  website and assemble a client database. We intend to accomplish the foregoing through the following milestones:

1.	We intend to establish our office and acquire the equipment we need to begin operations. Establishing our offices will take 30-60 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.

2.	After our office is established, 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.   We will also 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 120 days.   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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3.   	As soon as our website is operational, which as we have said will be approximately 120 days, 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.

4. 	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 to $10,000.

5.	 Within 90 days from the initial launch of our website, we believe that we will begin generating fees from our advisory  services.

In summary, we should be in full operation and receiving orders within 120 days. 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 continue 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.



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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.

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

From Inception on June 16, 2004 to March 31, 2006

Since we were incorporated, we hired an attorney and auditor for the preparation of our registration statement.  We have reserved the domain name "willowtreeadvisor.com."  Our loss since inception is $223,219 of which $20,375 is for legal fees, $26,081 for audit fees, $174,950 for services by our sole officer and $1,813 for filing fees and general office costs.

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 1750 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.



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In February 2006 we completed a private placement of 1,485,000 shares of common stock to 48 investors in consideration of $74,250.   The shares were issued as restricted securities pursuant to the exemption from registration contained in Regulation 506 of the Securities Act of 1933 in that a Form D was filed with the Securities and Exchange Commission; an offering memorandum was delivered to each purchaser; each purchaser was solicited by Cynthia Allison, our president; each purchaser executed a subscription agreement; each purchaser represented he or she was an accredited investor; and, each purchaser had a preexisting relationship with us.  By preexisting relationship we mean that our president, Cynthia Allison, determined that each investor had such knowledge and experience in financial and business matters that he or she was capable of evaluating the merits and risks of the prospective investment and each had an established relationship with Ms. Allison through previous business dealings or as a result of personal friendship.   All of the investors were accredited investors as that term is defined in Reg. D of the Securities Act of 1933.  To our knowledge there are no connections, relationships or arrangements between them and any other entities other than as described herein.

Liquidity and capital resources

We believe that we have enough money to 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 may quickly use our 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.

Our sole officer and director is willing to commit to loan us  money for our operations.  At the present time, we have not made any arrangements to raise additional cash.  If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.   We believe that the money we have will allow us to operate for one year.  Other than as described in this paragraph, we have no other financing plans.

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

In June 2004, we issued 5,000,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933.   This was accounted for as a sale of common stock.  In February 2006 we completed a private placement of 1,485,000 shares of common stock to 48 investors in consideration of $74,250.   The shares were issued as restricted securities pursuant to the exemption from registration contained in Regulation 506 of the Securities Act of 1933.  This was accounted for as a sale of common stock.

As of March 31, 2006, our total assets were $38,917 and our total liabilities were $12,886 comprised of $5,100 owed to Cynthia Allison, our sole director and president for payments made to our attorney, to open a bank account,  audit fees and  accounts payable for professional fees.  As of March 31, 2006, we had cash of $38,917.  Cynthia Allison our sole officer and director is willing to loan us money should we exhaust the funds we currently have.  Operations include but are not limited to filing reports with



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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.

Should we not be able to maintain  operations, we will  suspend operations until additional capital is available to us, or we will cease operations.  Our management has no intention for us, if we cease operations and does not anticipate commencing negotiations with potential acquisition candidates.  In the event we do not have adequate funds to do so, Cynthia Allison, our sole officer and director will manage our reporting obligations with the SEC and will advance funds to file current, quarterly and annual reports with the SEC should we not have the funds to do so.  Ms. Allison's commitment to advance funds for SEC reports is not in writing and not legally binding upon her.

As of the date of this report, we have begun establishing our officer, but have not generated any revenues.

As of March 31, 2006, our total assets were $38,917consisting of cash and our total liabilities were $12,886.

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 affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to deficiencies and material weakness.



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There were no changes in our internal controls or in other factors that could 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.

In February 2006 we completed a private placement of 1,485,000 shares of common stock to 48 investors in consideration of $74,250.   The shares were issued as restricted securities pursuant to the exemption from registration contained in Regulation 506 of the Securities Act of 1933 in that a Form D was filed with the Securities and Exchange Commission; an offering memorandum was delivered to each purchaser; each purchaser was solicited by Cynthia Allison, our president; each purchaser executed a subscription agreement; each purchaser represented he or she was an accredited investor; and, each purchaser had a preexisting relationship with us.  By preexisting relationship we mean that our president, Cynthia Allison, determined that each investor had such knowledge and experience in financial and business matters that he or she was capable of evaluating the merits and risks of the prospective investment and each had an established relationship with Ms. Allison through previous business dealings or as a result of personal friendship.   All of the investors were accredited investors as that term is defined in Reg. D of the Securities Act of 1933.  To our knowledge there are no connections, relationships or arrangements between them and any other entities other than as described herein



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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 4th day of May, 2006.



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

















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