SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

          [X] ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

                        Commission File Number 000-25943*

                             JMXI Liquidating Trust
             (Exact name of registrant as specified in its charter)

                Delaware                                 20-6007641
                --------                                 ----------
     (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)

                   c/o Wells Fargo Bank, National Association
                         (as successor by consolidation
              to Wells Fargo Bank, Minnesota, National Association)
                          Customized Fiduciary Services
                        Sixth and Marquette, MAC 9303-120
                              Minneapolis, MN 55479
              (Address and zip code of principal executive offices)

                                 (612) 316-1445
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

     *JMXI Liquidating Trust is the distributee of certain assets and
liabilities of JMXI, Inc. and submits reports under JMXI's former Commission
file number. This report is not deemed to be "filed" under the Securities
Exchange Act of 1934. See, e.g., MGI Properties MGI Liquidating Trust (pub.
avail. Sept. 29, 2000) and Burnham Pacific Properties, Inc. (pub. avail. June
21, 2002).

         Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [_] No [X]

         Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [_]

         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. Not applicable.

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Not applicable.
<PAGE>

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

         Indicate by check mark whether the registrant is a shell company (as
defined in Rule 126-2 of the Exchange Act. Yes [_] No [X]

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently completed
second fiscal quarter. Not applicable.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>


                             JMXI LIQUIDATING TRUST

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

PART I......................................................................1

ITEM 1. BUSINESS............................................................1

ITEM 1A. RISK FACTORS.......................................................2

ITEM 1B. UNRESOLVED STAFF COMMENTS..........................................3

ITEM 2. PROPERTIES..........................................................3

ITEM 3. LEGAL PROCEEDINGS...................................................3

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................3

PART II.....................................................................3

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES...........................3

ITEM 6. SELECTED FINANCIAL DATA.............................................4

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS...................................................4

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........5

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.........................6

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE...................................................13

ITEM 9A. CONTROLS AND PROCEDURES...........................................13

ITEM 9B. OTHER INFORMATION.................................................13

PART III...................................................................13

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................13

ITEM 11. EXECUTIVE COMPENSATION............................................13


                                       -i-

<PAGE>

                                                                        Page No.
                                                                        --------

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS................................14

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................14

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES...........................14

PART IV...................................................................14

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.......................14

SIGNATURES................................................................15























                                      -ii-

<PAGE>

         This report includes "forward-looking statements." These
forward-looking statements include, but are not limited to, statements about the
Trust's plans, objectives, representations and contentions and are not
historical facts, and may be identified by use of terms such as "anticipate,"
"believe," "estimate," "plan," "may," "expect," "intend," "could," "potential,"
and similar expressions, although some forward-looking statements are expressed
differently. Readers should be aware that the forward-looking statements
included in this report represent the Trustee's current judgment and
expectations, but actual results, events and performance could differ materially
from those in the forward-looking statements. The forward-looking statements are
subject to a number of risks and uncertainties. The Trustee does not intend to
update any of these factors or to publicly announce the results of any revisions
to these forward-looking statements.

                                     PART I

ITEM 1. BUSINESS.

OVERVIEW

         The JMXI Liquidating Trust (the "Trust") was established pursuant to
the JMXI Liquidating Trust Agreement dated May 1, 2003 (the "Trust Agreement"),
by and between Wells Fargo Bank, National Association (the "Trustee") and JMXI,
Inc. ("JMXI"). Pursuant to the Plan of Distribution of JMXI, Inc. dated May 1,
2003, certain assets and liabilities of JMXI were transferred to the Trust, and
JMXI dissolved (the "Dissolution").

The Trust was formed in order to liquidate the assets and liabilities so
transferred to it and to distribute the net funds remaining following such
liquidation to the former holders of the common shares of JMXI (the
"Beneficiaries"). Interests in the Trust ("Beneficial Interests") are not
assignable or transferable except by will, intestate succession or operation of
law. The Beneficial Interests are not certificated. The Trust shall dissolve
within three years from the date of the Trust Agreement, unless it is determined
by the Liquidating Trustee that all business of the Trust has not been
completed. The Trust may be dissolved at any time by the action of Beneficiaries
having more than 66.7 percent of the aggregate Beneficiary's percentage
interest, provided that there remain no liabilities for which the Trust may be
responsible. The Liquidating Trustee anticipates that the Trust's business will
not be completed within three years from the date of the Trust Agreement.
Therefore, the Liquidating Trustee expects to apply for an extension of the term
of the Trust.

         The principal assets transferred to the Trust on or about May 1, 2003,
included:

         -        Interest in several JMXI bank accounts
         -        Cash in the amount of $7,265,397 (inclusive of interest in
                  JMXI depository accounts)
         -        Several accounts receivable

                                      -1-
<PAGE>

         The principal liabilities assumed by the Trust on May 1, 2003,
included:

         -        The liabilities and obligations of JMXI under several leases
         -        The obligations of JMXI with respect to claims by certain
                  taxing authorities
         -        The liabilities of JMXI associated with a certain employee
                  lawsuit brought against JMXI

TAX TREATMENT

         Because the Trust is classified as a liquidating trust, it will be
treated as a grantor trust for federal income tax purposes and, accordingly,
will not be subject to tax on any income or gain recognized by it. Each
Beneficiary will be treated as the owner of his pro rata portion of each asset,
including cash received by and held by the Trust. Each Beneficiary will be
required to take into account in computing his own taxable income his pro rata
share of each item of income, gain and loss of the Trust.

         The Trust will issue an annual information statement to the
Beneficiaries with tax information sufficient to enable Beneficiaries to
complete their tax returns. Beneficiaries are urged to consult with their own
tax advisors as to their own filing requirements and the appropriate tax
reporting of this information on their returns.

INCOME, PAYMENTS AND DISBURSEMENTS.

         The Trust receives income from subtenants and makes payment to
landlords on account of several rental properties pursuant to office leases that
it assumed at the time it was formed. Payments by the Trust in satisfaction of
liabilities totaled $1,578,989 during the year ended December 31, 2005. The
Trust did not make any distributions to Beneficiaries during the year ended
December 31, 2005.

REPORTS TO BENEFICIARIES; MEETINGS

         The Trustee is required to provide to the Beneficiaries and to file
with the Securities and Exchange Commission an annual report on Form 10-K and
reports on Form 8-K whenever, in the opinion of the Trustee, a significant event
relating to the Trust's assets has occurred.

         Generally, there will not be meetings of the Beneficiaries. However,
holders of at least 10 percent of the aggregate Beneficial Interests may require
the Trustee to call a meeting of the Beneficiaries.

ITEM 1A. RISK FACTORS.

         Risks to the Trust include the Trust's subtenants defaulting on their
lease obligations and additional claims being asserted against the Trust. In the
event that subtenants default on their lease obligations or that additional
claims are asserted against the Trust, no assurances can be made regarding the
amount of money, if any, that will be distributed to the Beneficiaries of the
Trust.

                                      -2-
<PAGE>

ITEM 1B. UNRESOLVED STAFF COMMENTS.

         Not applicable.

ITEM 2. PROPERTIES.

         At December 31, 2005, the Trust owned no properties, but assumed
several commercial subleases at the time the Trust was formed.

ITEM 3. LEGAL PROCEEDINGS.

         The Trust is presently unaware of any litigation for which it may be
liable, other than as discussed below.

         A complaint was filed in 2001 by a former landlord following
termination and surrender of space for approximately $39,000. The landlord
failed to respond to JMXI's answer and counterclaim and has refused to respond
to repeated requests to dismiss or settle the action. The case has never been
assigned to a specific judge. No documents have been filed with the court since
May 2001. JMXI's counsel has advised to take no further action with respect to
this matter, since it appears that the landlord has abandoned the litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters were submitted to a vote of the Beneficiaries, through the
solicitation of proxies or otherwise, during the fiscal year ended December 31,
2005.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

         There is no public market for the Beneficial Interests of the Trust.
Beneficial Interests are not transferable except by will, intestate succession
or operation of law. As of December 31, 2005, the Trust had approximately 543
Beneficiaries of record and 36,010,575 units of Beneficial Interest outstanding.







                                      -3-
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA.

         The following selected unaudited financial data of the Trust are
qualified by reference to and should be read in conjunction with the unaudited
financial statements, related notes thereto and other financial data included
elsewhere herein. The operating results reflected below are for the period from
inception of the Trust through December 31, 2005, and for the year ended
December 31, 2005. These historical results are not necessarily indicative of
the results to be expected in the future.

<TABLE>
<CAPTION>
                                                                                Inception Through   For the Year
                                                                                12/31/05            Ended 12/31/05
                                                                                (Unaudited)         (Unaudited)
                                                                                -----------         -----------
<S>                                                                             <C>                 <C>
OPERATING RESULTS AND DISTRIBUTIONS
Increase in net assets                                                          $6,187,852          $122,717
Increase in net assets per beneficial unit before distributions                 $0.17               $0.00
Distributions to Beneficiaries per beneficial unit                              None                None

                                                                                                    As of 12/31/05
                                                                                                    (Unaudited)
                                                                                                    -----------
NET ASSET DATA (AT DECEMBER 31, 2005)
Total assets (cash and cash equivalents)                                                            $6,187,852
Total liabilities                                                                                   $6,187,852
Beneficiaries' net assets in liquidation (cash basis)                                               $0.00
Net asset value per beneficial unit                                                                 $0.00
</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

         The following discussion of results of operations and financial
condition should be read in conjunction with the Selected Financial Data (Item
6) and the Unaudited Financial Statements and Notes thereto (Item 8).

         Application of Critical Accounting Policies -- Cash Basis of
Accounting. The Trust financial statements are prepared on a cash basis of
accounting. Transactions (including the recording of interest earned) are
recorded when cash is received or disbursed. The statement of cash receipts and
disbursements includes cash receipts as additions and cash disbursements as
expenses/deductions. The Trust Agreement provides for the fiscal year of the
Trust to end on December 31.

                                      -4-
<PAGE>

         JMXI Liquidating Trust (the "Trust"), a grantor trust, was formed in
order to liquidate the assets and liabilities transferred to it by JMXI, Inc.
("JMXI") and to distribute the net funds remaining following such liquidation to
the former shareholders of JMXI. The Trust began operations on May 1, 2003, when
JMXI transferred certain of its assets, subject to certain identified
liabilities, to the Trust. The Trustee is charged with the duty to operate the
Trust, liquidate its remaining assets, provide for and satisfy its remaining
liabilities and make distributions to the Beneficiaries of the Trust. During the
year ended December 31, 2005, the Trust incurred legal expenses and expenses
related to Advisory Services (as defined in the Trust Agreement) of $114,094,
representing a decrease of $89,171 from the previous year.

         The Trust recorded an increase in net cash and cash equivalents before
distributions to Beneficiaries of $122,717 ($0.00 per unit) for the year ended
December 31, 2005. The increase in net assets primarily resulted from assets
transferred to the Trust, property operating income (which is defined as
sublease rental income less rent paid), interest income, settlements paid, and
general and administrative expense.

         At December 31, 2005, the Trust had cash and cash equivalents of
$6,187,852. The Trustee believes that its cash resources and receivables are
sufficient to meet all anticipated liquidity requirements. Certain depository
accounts and equity interests are not yet liquid and are anticipated to be
transferred into the Trust at a later date. Management has not assessed the
dollar amount of these assets to be received in the future.

         The Trust maintained two accounts. The main account ("Principal Trust
Account") is used to process the day-to-day activities of the Trust. Pursuant to
terms of the Trust Agreement, the Trust entered into an escrow agreement
("Escrow Agreement") with Ipsos UK Limited (the "Guarantor") and Wells Fargo
Bank, National Association (the "Escrow Agent") to escrow funds ("Escrow
Account") for payment of a lease commitment related to property in England.
Pursuant to the terms of the Trust Agreement, the Guarantor and the Trust agreed
to reimburse the Escrow Agent in equal amounts for all reasonable expenses in
performance of its duties.

         In July 2004, the Escrow Account was terminated, and all obligations of
the Trust, including all obligations for payments due to the Escrow Agent, were
deemed satisfied with respect thereto. The former subsidiary of JMXI, MMXI UK
("MMXI"), was liquidated after paying its creditors. The remaining assets of
approximately $2,600,000 were released to the Trust. Subsequently, in November
2004, the liquidator of MMXI, appointed in accordance with UK law, was able to
release another $130,000 to the Trust from the reserve it had maintained to
satisfy liquidation costs. In addition, in September 2005, $142,830 was released
and transferred to the Trust. This amount is the result of a tax refund on
account of value-added tax paid by MMXI.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The Trust is presently exposed to the effects of interest rate changes
primarily from the financial instruments comprising its portfolio of cash and
cash equivalents and fluctuations in exchange rates.

                                      -5-
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         CONTENTS
         Unaudited Financial Statements
         Cash balance sheet                              7
         Statement of cash receipts and disbursements    8
         Notes to financial statements                   9 - 12

























                                      -6-
<PAGE>

JMXI LIQUIDATING TRUST

CASH BALANCE SHEET
DECEMBER 31, 2005
SEE ACCOUNTANT'S REPORT

<TABLE>
<CAPTION>

Assets
--------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>
Cash and Cash Equivalents (Note 2)                                                          $6,187,852
                                                                                ------------------------
              TOTAL ASSETS                                                                  $6,187,852
                                                                                ========================

Commitments and Contingencies (Notes 3, 6 and 7)

LIABILITIES (RESERVES)

Distribution Reserve for Allowed and Disputed Liabilities (Note 3)                          $6,187,852
                                                                                ------------------------
      TOTAL LIABILITIES (RESERVES)                                                          $6,187,852
                                                                                ========================
</TABLE>

See Notes to Financial Statements.






























                                      -7-
<PAGE>

JMXI LIQUIDATING TRUST

STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2005
SEE ACCOUNTANT'S REPORT

<TABLE>
<S>                                                                             <C>

--------------------------------------------------------------------------------------------
Receipts:
      Amounts transferred to the Trust (Note 3)                                 $   143,224
      Sublease rental income received (Note 4)                                    1,398,753
      Interest received                                                             159,729
                                                                          ------------------
                        TOTAL RECEIPTS                                            1,701,706
                                                                          ------------------
Disbursements:
      Rent paid (Note 4)                                                          1,443,902
      Settlements paid (Note 7)                                                      17,876
      Legal fees                                                                        997
      Accounting fees                                                                15,582
      Consulting fees                                                                 1,480
      Other miscellaneous disbursements                                               3,117
      Trustee fees (Note 5)                                                          81,246
      Trustee expenses (Note 5)                                                      14,789
                                                                          ------------------
              TOTAL DISBURSEMENTS                                                 1,578,989
                                                                          ------------------

              EXCESS OF CASH RECEIPTS OVER CASH DISBURSEMENTS                       122,717

Cash and cash equivalents:
      Beginning
      Ending                                                                      6,065,135
                                                                          ------------------
                                                                                $ 6,187,852
                                                                          ==================
</TABLE>

See Notes to Financial Statements.











                                      -8-
<PAGE>

JMXI LIQUIDATING TRUST

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------


NOTE 1.       NATURE OF ORGANIZATION

The JMXI Liquidating Trust (the Trust), a grantor trust, was established
pursuant to the JMXI Liquidating Trust Agreement dated May 1, 2003 (the Trust
Agreement), by and between JMXI, Inc. (JMXI), Wells Fargo Bank, National
Association (the Liquidating Trustee) and Wells Fargo Delaware Trust Company
(the Delaware Trustee). Pursuant to the Plan of Distribution of JMXI, Inc. dated
April 22, 2003, certain assets and liabilities of JMXI were transferred to the
Trust, and JMXI, Inc. dissolved (the Dissolution).

The Trust was formed in order to liquidate the assets and liabilities so
transferred to it and to distribute the net funds remaining following such
liquidation to the former shareholders of JMXI (the Beneficiaries). Interests in
the Trust (Beneficial Interests) are not assignable or transferable except by
will, intestate succession or operation of law.

The common stock transfer books of JMXI were permanently closed on May 1, 2003.
All shareholders of JMXI at that time were deemed to be Beneficiaries of the
Trust. As of December 31, 2005, the Trust had approximately 543 Beneficiaries of
record and 36,010,575 units of Beneficial Interest outstanding. The Trust shall
dissolve within three years from the date of the Trust Agreement, unless it is
determined by the Liquidating Trustee that all business of the Trust has not
been completed. The Trust may be dissolved at any time by the action of
Beneficiaries having more than 66.7 percent of the aggregate Beneficiary's
percentage interest, provided that there remain no liabilities for which the
Trust may be responsible. As of December 31, 2005, there were outstanding lease
commitments and, as a result, the Trust cannot be terminated. The Liquidating
Trustee anticipates that the Trust's business will not be completed within three
years from the date of the Trust Agreement. Therefore, the Liquidating Trustee
expects to apply for an extension of the term of the Trust.


NOTE 2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION: The Trust's accounts are maintained on a cash receipts
and disbursements basis, and the statement of cash receipts and disbursements
reflects cash received and disbursed. The statement of cash receipts and
disbursements reflects activity in the Principal Trust Account for the year
ended December 31, 2005. The cash receipts and disbursements basis is a
comprehensive basis of accounting other than accounting principles generally
accepted in the United States of America. Therefore, noncash transactions,
including receivables, payables, and accrued revenue and expenses, which would
be recognized under accounting principles generally accepted in the United
States of America and which may be material in amount, are not recognized in the
accompanying financial statement.

CASH AND CASH EQUIVALENTS: Cash and cash equivalents consisted of a Principal
Trust Account as of January 1, 2005. The Principal Trust Account is invested in
U.S. Treasury cash reserve money market funds. No minimum excess cash balance is
required to be maintained. The balance in the Principal Trust Account as of
December 31, 2005, was $6,187,852.

                                      -9-
<PAGE>

JMXI LIQUIDATING TRUST

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------


NOTE 2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CONCENTRATION OF CREDIT RISK: The Trust is presently exposed to interest rate
changes primarily as a result of the short maturity of the financial instruments
comprising its portfolio of cash equivalents. In addition, the Trust maintains
its cash and cash equivalents in the Principal Trust Account that, at times, may
exceed federally insured limits. The Trust has not experienced any losses in
such account.

INCOME TAX STATUS: The Trust is considered a liquidating trust and is exempt
from paying income taxes under Treasury Regulations Section 301.7701-4 of the
Internal Revenue Code and applicable sections of state statutes.


NOTE 3.       ASSETS AND LIABILITIES TRANSFERRED TO THE TRUST

The Trust assumed certain assets and all asserted and unasserted liabilities
arising out of JMXI's ownership of assets. Assets transferred to the Trust
included depository accounts, equity interests in JMXI, Inc. foreign
subsidiaries, certain amounts receivable and prepaid, and the rights to sublease
rental income on certain leased properties. Certain depository accounts and
equity interests are not yet liquid and are anticipated to be transferred into
the Trust at a later date. Certain receivables are also anticipated to be
received and will be transferred into the Trust when received. Management has
not assessed the dollar amount of these assets to be received in the future.

The principal assets transferred to the Trust in the period from May 1, 2003,
through December 31, 2003, included cash in the amount of $6,694,310 and the
interest in several JMXI, Inc. depository accounts totaling $571,087. In June
2003, the Trust entered into an escrow agreement (Escrow Agreement) with Ipsos
UK Limited (the Guarantor) and Wells Fargo Bank, National Association (the
Escrow Agent) to escrow funds (Escrow Account) for payment of a lease commitment
related to property in England. During 2004, settlement claims of $174,000 were
disbursed from the Escrow Account. Obligations under the Escrow Agreement were
satisfied, and approximately $2.6 million was released and transferred from the
Escrow Account to the Principal Trust Account.

In addition to the $2,636,682 transferred as a result of the closing of the
Escrow Account during 2004, an additional $771,996 was transferred into the
Principal Trust Account from certain depository accounts as they became liquid.
During 2005, $143,224 was transferred to the Principal Trust Account, which
consisted primarily of a tax refund on account of value-added tax paid by a
former subsidiary.


                                      -10-
<PAGE>

JMXI LIQUIDATING TRUST

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

NOTE 3.       ASSETS AND LIABILITIES TRANSFERRED TO THE TRUST (CONTINUED)

The principal known liabilities assumed by the Trust included:

o        The liabilities and obligations of JMXI under operating leases of
         properties

o        The liabilities of JMXI associated with professional services not yet
         billed and certain advisory service agreements

o        Potential amounts payable under pending litigation, including the fees
         of legal counsel to be incurred in defending those claims

o        The obligations of JMXI with respect to amounts owed to certain taxing
         authorities and vendors (including disputed obligations), and employee
         benefit-related liabilities

Management is unable to ascertain the amount, if any, by which assets will
exceed final liabilities. As a result, all available assets have been reserved
for potential allowed and disputed liabilities of the Trust, as defined in
Sections 9.1 and 9.2 of the Trust Agreement.


NOTE 4.       RENT PAID AND SUBLEASE RENTAL INCOME RECEIVED

As detailed in Attachment 2 to the Trust Agreement, the Trust has assumed
numerous operating leases in New York, California and England for various terms
through 2011. A significant number of these leased properties, or portions
thereof, have been subleased to several occupants for various terms and amounts
through 2011.


NOTE 5.       FEES PAID TO THE TRUSTEES

In accordance with the Trust Agreement and Escrow Agreement, fees paid during
the year ended December 31, 2005, to the Liquidating Trustee and Delaware
Trustee consisted of the following:

Liquidating Trustee:
     Administrative fee                                           $  75,000
     Beneficiary account maintenance                                  3,746
Delaware Trustee:
     Annual fee                                                       2,500
                                                                -----------
Total trustee fees                                                 $ 81,246
                                                                ===========

Trustee expenses relate to legal fees paid to counsel engaged by the Liquidating
Trustee to provide consultation to the Liquidating Trustee regarding Trust
matters.


                                      -11-
<PAGE>

JMXI LIQUIDATING TRUST

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

NOTE 6.       INTERIM DISTRIBUTIONS

Article 9.8 of the Trust Agreement contains provisions in which interim
liquidating distributions may be made. These distributions may be made after the
Liquidating Trustee conducts a review of all Trust assets and considers the
extent to which these assets exceed the anticipated final liabilities.
Distributions will be made at the Liquidating Trustee's discretion ratably to
Beneficiaries in accordance with their Beneficiary's percentage interests. At
December 31, 2005, no amounts were distributed or payable by the Liquidating
Trustee to the Beneficiaries.


NOTE 7.       COMMITMENTS

At the inception of the Trust, there were several actions against JMXI. No
estimate of potential liabilities to the Trust was determinable. Settlement
costs, which do not include associated legal fees, of $17,876 were incurred
during the year ended December 31, 2005. All active litigation claims were
settled in 2005.




                                      -12-
<PAGE>


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

         None.

ITEM 9A. CONTROLS AND PROCEDURES.

         (a) Evaluation of Disclosure Controls and Procedures

         One of the trustee's assistant vice presidents, after evaluating the
effectiveness of the Trust's disclosure controls and procedures (as defined in
the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and
15d-15(e)) as of the end of the period covered by this annual report (the
"Evaluation Date"), has concluded that, as of the Evaluation Date, the Trust's
disclosure controls and procedures were effective.

         (b) Changes in Internal Controls

         There were no significant changes in the Trust's internal controls over
financial reporting identified in connection with the evaluation required by
paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that occurred during the
last fiscal year that have materially affected, or are reasonably likely to
materially affect, the Trust's internal controls over financial reporting. The
Trust has adopted a Disclosure Controls Policy, which is designed to insure the
reliability and timeliness of its reporting.

ITEM 9B. OTHER INFORMATION.

         None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         Wells Fargo Bank, National Association serves as the Trustee of the
Trust. The Trust does not have employees or officers.

         The Trust has not adopted a Code of Ethics because it does not have any
officers or employees.

ITEM 11. EXECUTIVE COMPENSATION.

         Under terms of the Trust Agreement, the Trustee received compensation
during the year ended December 31, 2005, of $81,246, comprised of Trustee
administration and beneficiary account maintenance fees of $80,215 for the
period from May 1, 2004, through April 30, 2005, and reimbursement of expenses
of $1,031.


                                      -13-
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

         The Trust does not have any securities that vote for the election of
the Trustee and, consequently, does not have any "voting securities" within the
meaning of the Securities Exchange Act of 1934, as amended, and the regulations
thereunder applicable to the disclosure of 5 percent holders of voting
securities. The Trustee is not a beneficial owner of any Beneficial Interests.
The Trustee has no knowledge of any arrangements which may result in a change of
control of the Trust.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         None.

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

         (a) Financial Statements; Exhibits.

         1. The financial statements are filed as part of this report under Item
8, Financial Statements and Supplementary Data.

         2. Financial statement schedules have been omitted because the
information is either not required, not applicable, or is included in Item 8.

         3. Exhibits.

            Exhibit 2.1    -   Plan of Distribution of JMXI, Inc., dated
                               April 2, 2003.*

            Exhibit 2.2    -   JMXI Liquidating Trust Agreement, by and among
                               the Company, Wells Fargo Bank, National
                               Association, as liquidating trustee, and Wells
                               Fargo Delaware Trust Company, as Delaware
                               trustee, dated May 1, 2003.*

            Exhibit 31.1   -   Certification.+



--------------------------
         * Filed as an exhibit to the Current Report on Form 8-K dated May 8,
2003, of JMXI, Inc., predecessor of JMXI Liquidating Trust, and incorporated
herein by reference.

         + Filed herewith.


                                      -14-

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                             JMXI Liquidating Trust
                                             (Registrant)


                                             By:   Wells Fargo Bank,
                                                   National Association, as
                                                   liquidating trustee

                                             By:

                                             /s/ Timothy P. Mowdy
                                             ----------------------------------
                                             Name:   Timothy P. Mowdy
                                             Title:  Vice President

Dated: March 31, 2006




















                                      -15-