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**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**Form
      10-KSB**





(Mark
      One)





ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the
      fiscal year ended **December
      31, 2005**





TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the
      transition period from ______________ to________________


Commission
      file number:  **333-96589**





**OEF
      Corporate Solutions, Inc.**


(Name
      of
      small business issuer in its charter)





**Nevada**
            
            **88-0514502**(State
                or other jurisdiction of
                incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)**132
                North El Camino Real #346,
                Encinitas, CA**
            
            **92024**(Address
                of principal executive
                offices)
            
            (Zip
                Code)







Issuer’s
      telephone number **(760)
      944-9010**





Securities
      registered under Section 12(b) of the Exchange Act:





Title
                  of each class
              
              Name
                  of each exchange on which
                  registered




Securities
      registered under Section 12(g) of the Exchange Act:





(Title
                  of class)(Title
                  of class)










Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





**Note** -
      Checking the box above will not relieve any registrant required to file reports
      pursuant to Section 13 or 15(d) of the Exchange Act from their obligations
      under
      those Sections.





SEC
      2337
      (12-05)  **Persons
      who are to respond to the collection of information contained in this form
      are
      not required to respond unless the form displays a currently valid
      OMB**


**control number.**


1


Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will 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-KSB or any
      amendment to this Form 10-KSB. x





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





State
      issuer’s revenues for its most recent fiscal year.  **$303.00**





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
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in Rule
      12b-2 of the Exchange Act.) **On
      December 31, 2005 the aggregate market value of the voting stock of OEF
      Corporate Solutions, Inc. held by non-affiliates of the registrant was $-0-.
      There is currently no public market for the registrant’s common stock.
      Therefore, the aggregate market value of the stock is deemed to be $0.**




Note:
      If
      determining whether a person is an affiliate will involve an unreasonable effort
      and expense, the issuer may calculate the aggregate market value of the common
      equity held by non-affiliates on the basis of reasonable assumptions, if the
      assumptions are stated.





**(ISSUERS
      INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
      YEARS)**





Check
      whether the issuer has filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court.   Yes o No o





**(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. **At
      December 31, 2005 there were 3,855,200 shares of common stock of the registrant
      outstanding, par value $.001.**





**DOCUMENTS
      INCORPORATED BY REFERENCE**





If
      the
      following documents are incorporated by reference, briefly describe them and
      identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
      the document is incorporated: (1) any annual report to security holders; (2)
      any
      proxy or information statement; and (3) any prospectus filed pursuant to Rule
      424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed
      documents should be clearly described for identification purposes (e.g., annual
      report to security holders for fiscal year ended December 24,
      1990).





Transitional
      Small Business Disclosure Format (Check one): Yes o No x




2





**PART
      I**





Item
      1.  Description
      of Business.





**Our
      History**





We
      were
      formed as a Nevada corporation on December 5, 2001 as OEF Corporate Solutions,
      Inc. We are in the business of providing electronic filing services for clients
      who need to file registration statements, prospectuses, periodic filings and
      other documents required by the United States Securities and Exchange
      Commission.





The
      SEC
      requires that all such corporate documents be filed in a special electronic
      computer format to comply with the SEC’s Electronic Data Gathering Analysis and
      Retrieval system, commonly referred to as EDGAR®. We convert client documents to
      the prescribed EDGAR® format and submit the converted document directly to the
      SEC via telecommunications.




**Our
      Business**




The
      laws
      and rules that govern the securities industry in the United States derive from
      a
      simple and straightforward concept: all investors, whether large institutions
      or
      private individuals, should have access to certain basic facts about an
      investment prior to buying it. To achieve this, the SEC requires public
      companies to disclose meaningful financial and other information to the public,
      which provides a common pool of knowledge for all investors to use to judge
      for
      themselves if a company's securities are a good investment. Only through the
      steady flow of timely, comprehensive and accurate information can people make
      sound investment decisions.




The
      EDGAR â system
      is intended to facilitate broad and rapid dissemination of investment
      information to the public via electronic format. EDGAR â ,
      the
      Electronic Data Gathering, Analysis, and Retrieval system, performs automated
      collection, validation, indexing, acceptance, and forwarding of submissions
      by
      companies and others who are required by law to file forms with the U.S.
      Securities and Exchange Commission. Its primary purpose is to increase the
      efficiency and fairness of the securities market for the benefit of investors,
      corporations, and the economy by accelerating the receipt, acceptance,
      dissemination, and analysis of time-sensitive corporate information filed with
      the agency.





The
      SEC
      requires that every document submitted via EDGAR â contain
      an accompanying submission entry and be accurately processed. The basic
      submission information identifies the entity for which the filing is being
      made
      as well as a number of other specified fields.





We
      provide our clients with a secure, reliable, fast and cost-efficient service
      to
      file documents with the SEC. We have obtained the EDGARIZER software in order
      to
      automate the conversion process. EDGARIZER is a conversion program that reads
      formatted documents prepared with word processor or spreadsheet software and
      converts them into the required ASCII format for EDGAR â filing.
      Using EDGARIZER eliminates a significant portion of labor that would otherwise
      be required without the software. The EDGARized documents are then transmitted
      directly to the SEC via the Internet.





Our
      revenues are derived from project-based client engagements. As a result, our
      revenues are difficult to predict from period to period. We are targeting small
      and medium sized businesses. Most of our clients have one major filing per
      year,
      along with three smaller projects to coincide with the filing of their quarterly
      reports. No single client is responsible for the majority of our revenue
      stream.


3


The
      pricing structure of our services may inhibit our ability to be profitable.
      We
      have researched the existing market for our services and have made a reasonable
      estimate with respect to the pricing structure required to attract business.
      Unfortunately, at this time our intended service operations is less experienced
      in this area than many of our competitors. We have found that while keeping
      our
      pricing competitive, we experience more labor hours than our competitors would
      on a given project, and thus show less of a profit margin on
      projects.





We
      advise
      our clients and our clients agree prior to being accepted by OEF, that we will
      use our best efforts to file each EDGARized document with the SEC in the proper
      EDGAR â format
      and prior to any filing deadlines that may exist from time to time. However,
      we
      cannot promise, guarantee or ensure that EDGARized documents will be filed
      in
      the proper EDGAR format or prior to a filing deadline. We do not have insurance
      coverage or intend to negotiate limitations on liability with our
      customers.





**Employees**





At
      the
      present time, Natalie Shahvaran is our only employee as well as our sole officer
      and director and a major shareholder. Ms. Shahvaran devotes such time as
      required to actively market and further develop our services and products.
      We do
      not anticipate hiring any additional employees until such time as additional
      staff is required to support our operations.





Item
      2.  Description
      of Property.





We
      currently maintain minimal office space provided by World Ventures, LLC, an
      entity managed by Natalie Shahvaran, our officer and director, at no cost.
      We do
      not have any written agreement regarding our office space. Our address is 132
      N.
      El Camino Real, Ste. 346, Encinitas, CA 92024 .
      Our
      telephone number is 760-944-9010. We
      anticipate this situation will be maintained for at least the next twelve
      months. The facility meets our current needs, however should we expand in the
      future, we may have to relocate. If we have to relocate, we will seek office
      space at or below then prevailing rates.





We
      have
      purchased a computer, software and a printer. This equipment is critical to
      our
      operations of converting, transmitting, and electronically delivering client
      documents.





Item
      3.  Legal
      Proceedings.




Our
      company is not a party to any bankruptcy, receivership or other legal
      proceeding, and to the best of our knowledge, no such proceedings by or against
      OEF have been threatened.





Item
      4.  Submission
      of Matters to a Vote of Security Holders





No
      matters were submitted to a vote of security holders during the period covered
      by this report.





**PART
      II**





Item
      5.  Market
      for Common Equity and Related Stockholder Matters.





There
      is
      currently no public market for our common stock.





On
      November 12, 2003 an SB-2 went effective to register a minimum of 150,000 and
      a
      maximum of 300,000 shares of our common stock, par value $.001 for $.50 per
      share. In accordance with a post effective amendment filed on February 17,
      2004,
      our offering will close at such time we reach our minimum or July 17, 2004,
      whichever occurs first. We raised $77,600 in proceeds from our IPO and issued
      155,200 shares of common stock to approximately 28 investors.


4


In
      the
      future, we anticipate making application through a broker/dealer for a listing
      on the Over the Counter Bulletin Board (OTCBB).





As
      of
      December 31, 2005, there were 34 shareholders of record holding 3,855,200 shares
      of common stock. The holders of common stock are entitled to one vote for each
      share held of record on all matters submitted to a vote of stockholders. Holders
      of the common stock have no preemptive rights and no right to convert their
      common stock into any other securities. There are no redemption or sinking
      fund
      provisions applicable to the common stock.





We
      have
      not paid, nor declared, any dividends since our inception and do not intend
      to
      declare any such dividends in the foreseeable future. Our ability to pay
      dividends is subject to limitations imposed by Nevada law. Under Nevada law,
      dividends may be paid to the extent that a corporation’s assets exceed its
      liabilities and it is able to pay its debts as they become due in the usual
      course of business.





Item
      6.  Management’s
      Discussion and Analysis or Plan of Operation.





**Safe
      Harbor for Forward-Looking Statements**





When
      used
      in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,”
“estimate,” “project,” “intend,” and similar expressions are intended to
      identify forward-looking statements within the meaning of Section 27a of the
      Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934
      regarding events, conditions, and financial trends that may affect the Company’s
      future plans of operations, business strategy, operating results, and financial
      position. Persons reviewing this report are cautioned that any forward-looking
      statements are not guarantees of future performance and are subject to risks
      and
      uncertainties and that actual results may differ materially from those included
      within the forward-looking statements as a result of various factors. Such
      factors are discussed under the “Item 2. Management’s Discussion and Analysis of
      Financial Condition or Plan of Operations,” and also include general economic
      factors and conditions that may directly or indirectly impact the Company’s
      financial condition or results of operations.




**Results
      of Operations for the Years Ended December 31, 2004 and
      2005**





The
      Company had $303 in revenue from continuing operations for the year ended
      December 31, 2005 compared to revenue of $4,215 for the same period in 2004.
      Expenses totaled $17,720 in 2005 compared to $27,239 in 2004. In 2005 we have
      interest expense and state corporate tax expenses of $2,545 compared to $2,937
      in 2004. The majority of our expenses for the year ended 2005 were professional
      fees including consulting, audit and legal fees.





We
      had a
      loss from operations of $17,417 for the year ended December 31, 2005 compared
      to
      $23,114 for the same period in 2004. As a result of the foregoing factors,
      we
      realized a net loss of $19,962 for the year ended December 31, 2005 compared
      to
      a net loss of $26,051 for the same period in 2004.





**Results
      of Operations for the Years Ended December 31, 2004 and
      2003**





The
      Company had $4,215 in revenue from continuing operations for the year ended
      December 31, 2004 compared to revenue of $10,740 for the year ended December
      31,
      2003. Expenses totaled $27,239 in 2004 compared to $28,173 in 2003. In 2004
      we
      have interest expense and state corporate tax expenses of $2,937 compared to
      $5,854 in 2003. The majority of our expenses for the year ended 2004 were
      professional fees including consulting, audit and legal fees.


5


We
      had a
      loss from operations of $23,114 for the year ended December 31, 2004 compared
      to
      $17,433 in 2003. As a result of the foregoing factors, we realized a net loss
      of
      $26,051 for the year ended December 31, 2004 compared to a net loss of $23,287
      in 2003.





**Recent
      Accounting Pronouncements**





The
      following accounting pronouncements if implemented would have no effect on
      the
      financial statements of the Company.





In
      January 2003, (as revised in December 2003) The Financial Accounting Standards
      Board (“FASB”) issued Interpretation No. 46, “Consolidation of Variable Interest
      Entities”, an interpretation of Accounting Research Bulletin (“ARB”) No. 51.
“Consolidated Financial Statements”. Interpretation No. 46 addresses
      consolidation by business enterprises of variable interest entities, which
      have
      one or both of the following characteristics: (i) the equity investment at
      risk
      is not sufficient to permit the entity to finance its activities without
      additional subordinated support from other parties, which is provided through
      other interest that will absorb some or all of the expected losses of the
      entity; (ii) the entity the investors lack one or more of the following
      essential characteristics of a controlling financial interest: the direct or
      indirect ability to make decisions about the entities activities through voting
      rights or similar rights; or the obligation to absorb the expected losses of
      the
      entity if they occur, which makes it possible for the entity if they occur,
      which is the compensation for the risk of absorbing the expected
      losses.




Interpretation
      No. 46, as revised, also requires expanded disclosures by the primary
      beneficiary (as defined) of a variable interest entity and by an enterprise
      that
      holds a significant variable interest in a variable interest entity but is
      not
      the primary beneficiary.





Interpretation
      No. 46, as revised, applies to small business issuers no later than the end
      of
      the first reporting period that ends after December 15, 2004. The effective
      date
      includes those entities to which Interpretation 46 had previously had previously
      applied. However, prior to the required application of Interpretation 46, a
      public entity that is a small business issuer shall apply Interpretation 46
      or
      this Interpretation to those entities that are considered to be special-purpose
      entities no later than as of the end of the first reporting period that ends
      after December 15, 2003.




Interpretation
      No. 46 may be applied prospectively with a cumulative-effect adjustment as
      of
      the date which it is first applied or by restating previously issued financial
      of the first year restated. In December 2002, the FASB issued SFAS No. 148,
      “Accounting for Stock-Based Compensation - Transition and Disclosure”. SFAS No.
      148 amends SFAS No. 123, “Accounting for Stock-Based Compensation”, to provide
      alternative methods of transition for a voluntary change to the fair value
      based
      method of accounting for stock-based employee compensation. In addition, SFAS
      No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent
      disclosures in both annual and interim financial statements about the method
      of
      accounting for stock-based employee compensation and the effect of the method
      used on reported results. SFAS No. 148 is effective for fiscal years beginning
      after December 15, 2002. The interim disclosure provisions are effective for
      financial reports containing financial statements for interim periods beginning
      after December 15, 2002. The adoption of SFAS No. 148 did not have a significant
      effect on the Company’s financial statement presentation or disclosures.




6





In
      April
      2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative
      Instruments and Hedging Activities". SFAS No. 149 amends and clarifies financial
      accounting and reporting for derivative instruments, including certain
      derivative instruments embedded in other contracts (collectively referred to
      as
      derivatives) and for hedging activities under SFAS No. 133, "Accounting for
      Derivative Instruments and Hedging Activities". The changes in SFAS No. 149
      improve financial reporting by requiring that contracts with comparable
      characteristics be accounted for similarly. This statement is effective for
      contracts entered into or modified after June 30, 2003 and all of its provisions
      should be applied prospectively. In May 2003, the Financial Accounting Standards
      Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No.
      150, “Accounting For Certain Financial Instruments with Characteristics of both
      Liabilities and Equity”. SFAS No. 150 changes the accounting for certain
      financial instruments with characteristics of both liabilities and equity that,
      under previous pronouncements, issuers could account for as equity. The new
      accounting guidance contained in SFAS No. 150 requires that those instruments
      be
      classified as liabilities in the balance sheet.




SFAS
      No.
      150 affects the issuer’s accounting for three types of freestanding financial
      instruments. One type is mandatorily redeemable shares, which the issuing
      company is obligated to buy back in exchange for cash or other assets. A second
      type includes put options and forward purchase contracts, which involves
      instruments that do or may require the issuer to buy back some of its shares
      in
      exchange for cash or other assets. The third type of instruments that are
      liabilities under this Statement is obligations that can be settled with shares,
      the monetary value of which is fixed, tied solely or predominantly to a variable
      such as a market index, or varies inversely with the value of the issuers’
shares. SFAS No. 150 does not apply to features embedded in a financial
      instrument that is not a derivative in its entirety.




Most
      of
      the provisions of Statement 150 are consistent with the existing definition
      of
      liabilities in FASB Concepts Statement No. 6, “Elements of Financial
      Statements”. The remaining provisions of this Statement are consistent with the
      FASB’s proposal to revise that definition to encompass certain obligations that
      a reporting entity can or must settle by issuing its own shares. This Statement
      shall be effective for financial instruments entered into or modified after
      May
      31, 2003 and otherwise shall be effective at the beginning of the first interim
      period beginning after June 15, 2003, except for mandatorily redeemable
      financial instruments of a non-public entity, as to which the effective date
      is
      for fiscal periods beginning after December 15, 2004.





**Liquidity
      and Capital Resources**





At
      December 31, 2005, our total assets were $4,187. Current assets consisted of
      $123 cash. Property and equipment after accumulated depreciation was
      $4,064.





Total
      current liabilities at December 31, 2005 were $29,796 consisting of $3,440
      in
      current accounts payable, $8,011 accrued interest and state taxes payable of
      $800. We also have notes payable to related parties of $17,545. We have no
      capital commitments for the next twelve months.





The
      Company has borrowed funds for working capital from five of its shareholders.
      These loans were for a term of one to two years with interest at 12%. All of
      the
      loans were renewed for one more year. Repayments for the year ended December
      31,
      2005 and 2004 were$0 and $30,336. Borrowings from the related parties for the
      years ending December 31, 2005 and 2004 were $5,531 and $-0-. At December 31,
      2005, the total amount due related parties was $17,545 which is due on December
      7, 2006.




We
      anticipate that our expenses for the next twelve months will be approximately
      $25,000. In
      the
      past we have relied on advances from our president and shareholders to cover
      our
      operating costs. Management anticipates that we will receive sufficient income
      from operations to meet our needs through the next 12 months. However, there
      can
      be no assurances to that effect. O ur
      need
      for capital may change dramatically. Should we require additional capital,
      we
      may seek additional advances from officers or shareholders, sell common stock
      or
      find other forms of debt financing.


7


O ur
      auditors have expressed concern that the Company has experienced losses from
      operations and negative cash flows from operations since inception. We have
      negative working capital and a capital deficiency at December 31, 2005. These
      conditions raise substantial doubt about our ability to continue as a going
      concern.





Item
      7.  Financial
      Statements.





The
      financial statements of the Company appear on Page 13.





Item
      8.  Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.





None.





Item
      8A.
      Controls and Procedures.





(a) *Evaluation
      of disclosure controls and procedures* .
      Based
      on the evaluation of our disclosure controls and procedures (as defined in
      Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) required by
      Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive
      Officer/Chief Financial Officer has concluded that as of the end of the period
      covered by this report, our disclosure controls and procedures were
      effective.




(b) *Changes
      in internal controls* .
      There
      were no changes in our internal control over financial reporting that occurred
      during our most recent fiscal quarter that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.





Item
      8B.
      Other Information.





None.





**PART
      III**





Item
      9.  Directors,
      Executive Officers, Promoters and Control Persons; Compliance With Section
      16(a)
      of the  Exchange
      Act.





The
      following table sets forth the name, age, position and office term of each
      executive officer and director of the Company.





**Name**
            **Age**
            **Position**
            **Since**Natalie
                Shahvaran
            29
            Chief Executive Officer, Chief Financial Officer, President, Secretary,
                Treasure
              and Director
            December
                5, 2001


The
      following is a brief biography of our officer and director.





**Natalie
      Shahvaran, President, Secretary, Treasurer and Director.** Ms.
      Shahvaran graduated from the Heald Business College with honors and received
      her
      Associates degree in Computer Business Administration in 1999. She has been
      the
      managing partner of World Ventures, Inc., a business development consulting
      firm
      since January 2000. World Ventures provides consulting services in the areas
      of
      product development and marketing and research for business, marketing and
      operating plans. As a managing partner of World Ventues, Ms. Shahvaran is
      responsible for attracting new clients and project overview and follow-up
      services. From March 1999 until August 2001, Ms. Shahvaran was President and
      CEO
      of Trading Solutions.com, Inc., a publicly traded company that provided training
      for people interested in online trading. Ms. Shahvaran worked as a computer
      consultant for Monterey Ventures, Inc. from 1998 to 1999. From January 1997
      to
      December 1998, Ms. Shahvaran was employed by Heald College as a college business
      and math tutor.


8


The
      Company has no audit committee financial expert, as defined under Section
      228.401, serving on its audit committee because it has no audit committee and
      is
      not required to have an audit committee because it is not a listed security
      as
      defined in Section 240.10A-3.





Item
      10.
      Executive Compensation.





There
      are
      no formal employment arrangements in place. Natalie Shahvaran has a consulting
      contract that allows her to be paid up to $20,000 for services performed on
      behalf of the Company. During the year ended December 31, 2005, we did not
      pay
      Ms. Shahvaran. During the year ended December 31, 2003, we paid Ms. Shahvaran
      $6,552 in consulting fees. During the year ended December 31, 2004, we paid
      Ms.
      Shahvaran $3,194 in consulting fees. Ms. Shahvaran has not accrued any unpaid
      salary. In addition, we have agreed to reimburse Ms. Shahvaran for expenses
      incurred on our behalf. We do not anticipate formalizing this arrangement and
      do
      not have any preliminary agreements or understandings that would change the
      terms of compensation during the course of the year. We do not anticipate
      compensating any directors.





Executive
      compensation for the past three years is as follows:




**SUMMARY
                COMPENSATION TABLE**


**Name
                and**
              **Principal
                Position**
            **Year**
              **Ended**
            **Annual
                Compensation**
            **Long
                Term Compensation**
            **All
                Other**
              **Compen****sation**
              **($)****Awards**
            **Payouts****Salary**
              **($)**
            **Bonus**
              **($)**
            **Other
                Annual**
              **Compen****sation**
              **($)**
            **Restricted
                Stock Awards**
              **($)**
            **Securities**
              **Under****lyingOptions/**
              **SARs**
              **(#)**
            **LTIP**
              **Pay****outs**
              **($)**Natalie
                Shahvaran
              CEO,
                CFO and Director
            12/31/05
              12/31/04
              12/31/03
            -0-
              3,194
              6,552
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-





Item
      11.
      Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.





The
      following table sets forth the beneficial ownership of our common stock as
      of
      the date of this report. The table includes each person known to beneficially
      own more than 5% of the 3,855,200 outstanding shares, each of our directors
      and
      each of our executive officers.


9




**Name
                & Address**
            **Title
                of Class**
            **#
                of Shares Beneficially Owned**
            **%
                of Shares**
              **Beneficially**
              **Owned**Natalie
                Shahvaran (1)
              132
                North El Camino Real #346, Encinitas, CA 92024
            Common
            3,200,000
            83%Gary
                J. McAdam (2)
              14
                Red Tail Drive
              Highlands
                Ranch, CO 80126
            Common
            200,000
            5.2%Vail
                Investments, LLC (3)
              Las
                Vegas, NV 89109
            Common
            200,000
            5.2%All
                directors and executive officers as a group (1 person)
            Common
            3,200,000
            83%





(1)
            Officer
                and/or director.


(2)
            Gary
                McAdam is the beneficial owner of 50,000 shares owned by Growth Ventures,
                Inc. Pension Plan and Trust, of which he is Trustee. He is also the
                beneficial owner of 150,000 shares owned by his wife Claudia
                McAdam.


(3)
            These
                shares are beneficially owned by Nina Kravchenko through her Company,
                Vail
                Investments, LLC. Ms. Kravchenko is the mother of Natalie
                Shahvaran.





The
      beneficial owners listed above have sole voting and dispositive power of the
      stock held by them.





Item
      12.
      Certain Relationships and Related Transactions.





During
      2003, Ms. Shahvaran advanced $9,500 to our company to pay operating expenses.
      At
      December 31, 2004, we had repaid $6,140 in advances and owed Ms. Shahvaran
      $2,960. Ms. Shahvaran advanced an additional $5,531 to the Company during 2005
      for operating capital and repayment is due December 2006.





Natalie
      Shahvaran has a consulting contract that allows her to be paid up to $20,000
      for
      services performed on behalf of the Company. During the year ended December
      31,
      2005 we did not pay Ms. Shavaran any consulting fees. During the year ended
      December 31, 2003 we paid Ms. Shahvaran $6,552 in consulting fees and
      reimbursement of expenses. During the year ended December 31, 2004 we paid
      Ms.
      Shahvaran $3,194 in consulting fees and reimbursement of expenses.





We
      have
      entered a consulting agreement with USA Ventures. USA Ventures is owned by
      Mr.
      Thomas H. McAdam. USA Ventures previously purchased 100,000 shares of our stock.
      We entered the agreement on January 7, 2002 that requires us to pay consulting
      fees totaling $5,000. At of December 31, 2004 we still owed up to $3,000,
      payable when services are performed. USA Ventures is assisting us in developing
      our business plan and corporate matters. Consulting services include developing
      our business plan, professional advice and assistance in the areas of corporate
      structure, corporate finance, management structure, time line projections,
      future funding and marketing. Under the terms of the consulting agreement,
      the
      manner in which the services are to be performed and the specific hours to
      be
      worked by USA Ventures shall be determined by USA Ventures. We will rely on
      USA
      Ventures to work as many hours as reasonably necessary to fulfill USA Ventures’
obligations under our agreement. We paid an initial $2,000 as a retainer. This
      agreement expired in 2005 and the Company has no further
      obligations.


10


Mr.
      Gary
      McAdam and Mr. Thomas H. McAdam are brothers.





Item
      13.
      Exhibits.




a)  Exhibits





**Exhibit
                Number**
            **Title**
            **Location**3(i)
            Articles
              of
              Incorporation*
            SB-2 filed 7/17/023(ii)
            Bylaws*
            SB-2 filed 7/17/0214
            Code
              of
              Ethics**
            10-KSB filed 5/7/0431
            Certification
                of the Principal Executive Officer and Principal Financial Officer
                pursuant to
              Section
                302 of
                the Sarbanes-Oxley Act of 2002
            Attached32
            Certification
                of the Principal Executive Officer and Principal Financial Officer
                pursuant to
              U.S.C.
                Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of
              2002***
            Attached




*
      Incorporated by reference. Filed as exhibit to SB-2 filed March 17,
      2002.





**Incorporated
      by reference. Filed as exhibit to 2003 10-KSB filed May 7, 2004.




***The
      Exhibit attached to this Form 10-KSB shall not be deemed "filed" for purposes
      of
      Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
      otherwise subject to liability under that section, nor shall it be deemed
      incorporated by reference in any filing under the Securities Act of 1933, as
      amended, or the Exchange Act, except as expressly set forth by specific
      reference in such filing.




b)  Reports
      on Form 8-K




None.




Item
      14.
      Principal Accountant Fees and Services.




**Audit
      Fee**




The
      aggregate fees billed for each of the last two fiscal years for professional
      services rendered by the principal account for the audit of OEF’s annual
      financial statement and review of financial statements included in OEF’s10-QSB
      reports and services normally provided by the accountant in connection with
      statutory and regulatory filings or engagements were $ 11,500 for fiscal year
      ended 2005 and $6,000 for the fiscal year ended 2004.




**Audit-Related
      Fees**




There
      were no fees for other audit related services for fiscal year ended 2005 or
      2004.




**Tax
      Fees**




The
      aggregate fees billed in each of the last two fiscal years for professional
      services rendered by the principal accountant for tax compliance, tax advise,
      and tax planning were $0 for fiscal year ended 2005 and $0 for fiscal year
      ended
      2004.




11


**All
      Other Fees**




There
      were no other aggregate fees billed in either of the last two fiscal years
      for
      products and services provided by the principal accountant, other than the
      services reported above.




We
      do not
      have an audit committee currently serving and as a result our board of directors
      performs the duties of an audit committee. Our board of directors will evaluate
      and approve in advance, the scope and cost of the engagement of an auditor
      before the auditor renders audit and non-audit services. We do not rely on
      pre-approval policies and procedures.





**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





OEF CORPORATE SOLUTIONS,
              INC.(Registrant)By:
              /s/ Natalie Shahvaran
            
            By:
              /s/ Natalie ShahvaranNatalie Shahvaran, Chief ExecutiveOfficer
            
            Natalie Shahvaran, Chief Financial
              Officer(Signature and Title)
            
            (Signature and Title)Date: March 7, 2006
            
            Date: March 7,
              2006








In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.








By:
                /s/ Natalie ShahvaranNatalie Shahvaran, Sole
                Director(Signature and Title)Date: March 7,
                2006




12




Hawkins
      Accounting


Certified
      Public Accountant


**AUDIT
      . TAX . CONSULTING**







**To
      the Board of Directors and Shareholders**




OEF
      Corporate Solutions, Inc.


San
      Diego, California




**Report
      of Independent Registered Public Accounting Firm**




I
      have
      audited the balance sheet of OEF Corporate Solutions, Inc. as of December 31,
      2005 and 2004 and the related statements of operations, stockholders’ equity and
      cash flows for the years ended December 31, 2005 and 2004. These financial
      statements are the responsibility of the Company’s management. My responsibility
      is to express an opinion on these financial statements based on my
      audit.




I
      conducted my audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that I
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. I believe that my audit provides reasonable
      basis for my opinion.





In
      my
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of OEF Corporate Solutions, Inc as
      of
      December 31, 2005 and 2004, the results of operations and it’s cash flows for
      the year then ended in conformity with generally accepted accounting principles
      in the United States of America.





As
      discussed in Note 7 the accompanying financial statements have been prepared
      assuming that the Company will continue as a going concern. The Company has
      a
      working capital deficiency of $29,673 and shareholders' deficiency of $25,609
      at
      December 31, 2005, and a net loss from operations of $19,962 and a negative
      cash
      flow from operations of $16,108 for 2005, which raises substantial doubt about
      its ability to continue as a going concern. The financial statements do not
      include any adjustment that might result from the outcome of this
      uncertainty.





/s/
      Hawkins Accounting




January
      30, 2006


13




OEF
      CORPORATE SOLUTIONS, INC


BALANCE
      SHEET


December
      31, 2005 and 2004





2005
            
            
            
            
            2004**ASSETS**Current
                AssetsCash
            
            
            
            $
            123
            
            
            
            $
            10,700Total
                current assets
            
            
            
            
            123
            
            
            
            
            10,700Fixed
                AssetsEquipment
            
            
            
            
            8,180
            
            
            
            
            8,180(Accumulated
                Depreciation)
            
            
            
            
            (4,116
            )
            
            
            
            (2,947
            )4,064
            
            
            
            
            5,233Total
                Assets
            
            
            
            $
            4,187
            
            
            
            $
            15,933**LIABILITIES
                AND STOCKHOLDERS' DEFICIENCY**LiabilitiesCurrent
                liabilitiesAccounts
                payable
            
            
            
            
            3,440
            
            
            
            
            2,500State
                taxes payable
            
            
            
            
            800
            
            
            
            
            800Accrued
                interest
            
            
            
            
            8,011
            
            
            
            
            6,266Notes
                payable-related parties
            
            
            
            
            17,545
            
            
            
            
            12,014Total
                current liabilities
            
            
            
            
            29,796
            
            
            
            
            21,580Shareholders'
                DeficiencyCommon
                stock, 50,000,000 shares authorized.001
                par value 3,855,200 issued
            
            
            
            
            3,855
            
            
            
            
            3,855Paid
                in capital
            
            
            
            
            86,945
            
            
            
            
            86,945Deficit
            
            
            
            
            (116,409
            )
            
            
            
            (96,447
            )Total
                shareholders' deficiency
            
            
            
            
            (25,609
            )
            
            
            
            (5,647
            )Total
                liabilites and shareholders' deficiency
            
            
            
            $
            4,187
            
            
            
            $
            15,933




The
      accompanying notes are and integral part to the financial
      statements


14


OEF
      CORPORATE SOLUTIONS, INC


STATEMENTS
      OF OPERATIONS


For
      the
      years ended December 31, 2005 and 2004





2005
            
            
            
            
            2004Income
            
            
            $
            303
            
            
            
            $
            $4,215ExpensesAutomobile
            
            
            
            0
            
            
            
            
            0Bank
                charges
            
            
            
            117
            
            
            
            
            98Consulting
            
            
            
            749
            
            
            
            
            3,194Depreciation
            
            
            
            1,169
            
            
            
            
            1,301Office
                expense
            
            
            
            0
            
            
            
            
            32Postage
                and delivery
            
            
            
            0
            
            
            
            
            0Professional
                fees
            
            
            
            14,915
            
            
            
            
            21,808Travel
                and entertainment
            
            
            
            0
            
            
            
            
            396Other
                costs
            
            
            
            770
            
            
            
            
            500Total
                expenses
            
            
            
            17,720
            
            
            
            
            27,329Loss
                from operations
            
            
            
            (17,417
            )
            
            
            
            (23,114)Other
                expense
            
            
            
            0
            
            
            
            
            0Interest
                expense
            
            
            
            (1,745
            )
            
            
            
            (2,137)State
                corporate tax
            
            
            
            (800
            )
            
            
            
            (800)Total
                other expense
            
            
            
            (2,545
            )
            
            
            
            (2,937)Net
                Loss
            
            
            $
            (19,962
            )
            
            
            $
            $(26,051)Loss
                per share
            
            
            $
            (0.01
            )
            
            
            $
            $(0.01)Weighted
                average common shares
            
            
            
            3,855,200
            
            
            
            
            3,790,533




The
      accompanying notes are and integral part to the financial
      statements


15


OEF
      CORPORATE SOLUTIONS, INC.


STATEMENT
      OF STOCKHOLDERS' EQUITY


For
      the
      years ended December 31, 2005 and 2004





Paid
                InDate
            
            Shares
            
            Amount
            
            Capital
            
            Deficit
            
            TotalDecember
                31, 2003
            
            
            3,700,000
            
            $
            3,700
            
            $
            9,500
            
            $
            (70,396
            )
            $
            (57,196
            )Sale
                of stock May, 2004
            
            
            155,200
            
            
            155
            
            
            77,445
            
            
            -
            
            
            77,600Loss
                for the year 2004
            
            
            -
            
            
            -
            
            
            -
            
            
            (26,051
            )
            
            (26,051
            )December
                31, 2003
            
            
            3,855,200
            
            
            3,855
            
            
            86,945
            
            
            (96,447
            )
            
            (5,647
            )Loss
                for the year 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            (19,962
            )
            
            (19,962
            )December
                31, 2005
            
            
            3,855,200
            
            $
            3,855
            
            $
            86,945
            
            $
            (116,409
            )
            $
            (25,609
            )




The
      accompanying notes are and integral part to the financial
      statements


16




OEF
      CORPORATE SOLUTIONS, INC.


STATEMENTS
      OF CASH FLOWS


For
      the
      years ended December 31, 2005 and 2004





2005
            
            
            2004CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss from operations
            
            
            
            $
            (19,962
            )
            $
            (26,051
            )Adjustments
                to reconcile net loss to net cash usedin
                operating activitesDepreciation
            
            
            
            
            1,169
            
            
            1,301(Increase)
                Decrease in Accounts receivable
            
            
            
            
            0
            
            
            310Increase
                (Decrease) in Accounts payable
            
            
            
            
            940
            
            
            (5,241
            )Increase
                (Decrease) in accrued interest
            
            
            
            
            1,745
            
            
            (2,813
            )NET
                CASH USED IN OPERATNG ACTIVITIES
            
            
            
            
            (16,108
            )
            
            (32,494
            )INVESTING
                ACTIVITIESPurchase
                of equipment
            
            
            
            
            0
            
            
            3,915NET
                CASH USED in INVESTING ACTIVITIES
            
            
            
            
            0
            
            
            3,915FINANCING
                ACTIVITIESProceeds
                from related party loans
            
            
            
            
            5,531
            
            
            0Sale
                of stock
            
            
            
            
            0
            
            
            77,445Repayment
                of related party loans
            
            
            
            
            0
            
            
            (30,336
            )NET
                CASH PROVIDED BY FINANCING ACTIVITES
            
            
            
            
            5,531
            
            
            47,109INCREASE
                (DECREASE) IN CASH AND CASH EQUIVALENTS
            (10,577
            )
            
            10,700Cash
                and cash equivalents at the beginning of the year
            
            
            
            
            10,700
            
            
            0Cash
                and cash equivalents at the end of the year
            
            
            
            $
            123
            
            $
            10,700SUPPLEMENTAL
                DISCLOSURES TO THE CASH FLOWS STATEMENTAmount
                paid for state income tax
            
            
            
            $
            1,600
            
            $
            0




The
      accompanying notes are and integral part to the financial
      statements





17




OEF
      CORPORATE SOLUTIONS, INC.


FOOTNOTES
      TO FINANCIAL STATEMENTS


DECEMBER
      31, 2005 and 2004





NOTE
      1:
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





**Nature
      of the business**




OEF
      Corporate
      Solutions, Inc (the "Company) is in the business of providing edgarizing
      services for companies. We utilize the services of offsite independent
      contractors and operate as a virtual office. Currently, the Company has no
      permanent office location.





**Revenue
      Recognition**





The
      Company
      recognizes revenue on the accrual basis as edgarizing services are performed
      for
      its client companies for their filings with the Securities and Exchange
      Commission ("SEC"). The Company makes no allowance for doubtful accounts as
      all
      receivables are deemed collectible.





**Pervasiveness
      of estimates**




The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets, liabilities and disclosure of contingent
      assets and liabilities at the date of the financial statements and the reported
      amounts of revenues and expenses during the reporting period. Actual results
      could differ from these estimates.





**Cash
      and cash equivalents**




For
      financial
      statement presentation purposes, the Company considers all short-term
      investments with a maturity date of three months or less to be cash
      equivalents.





**Property
      and equipment**




Property
      and
      equipment are recorded at cost. Maintenance and repairs are expensed as
      incurred; major renewals and betterments are capitalized. When items of property
      or equipment are sold or retired, the related costs and accumulated depreciation
      are removed from the accounts and any gain or loss is included in
      income.





Depreciation
      is provided using the straight-line method, over the useful lives of the
      assets.





**Income
      taxes**




Income
      taxes
      are provided for the tax effects of transactions reported in the financial
      statements and consist of taxes currently due plus deferred taxes related
      primarily to differences between the recorded book basis and the tax basis
      of
      assets and liabilities for financial and income tax reporting. The deferred
      tax
      assets and liabilities represent the future tax return consequences of those
      differences, which will either be taxable or deductible when the assets and
      liabilities are recovered or settled. Deferred taxes are also recognized for
      net
      operating loss carryforwards that are available to offset future taxable
      income.





**Earnings
      per share**




Basic
      earnings (loss) per share are computed by dividing earnings (loss) available
      to
      common stockholders by the weighted average number of common shares outstanding
      during the period. Diluted earnings per share reflect per share amounts that
      would have resulted if dilutive common stock equivalents had been converted
      to
      common stock. Common stock equivalents are not included in the computation
      of
      diluted loss per share because their effect would be anti-diluting.





**Recent
      Accounting Pronouncements**




The
      following
      accounting pronouncements if implemented would have no effect on the financial
      statements of the Company.




In
      November
      2004, the FASB issued SFAS No.151, *Inventory
      Costs* ,
      an
      amendment of Accounting Research Bulletin No.43, *Inventory
      Pricing.* SFAS
      No.151 requires all companies to recognize a current-period charge for abnormal
      amounts of idle facility expense, freight, handling costs and wasted materials.
      The statement also requires that the allocation of fixed production overhead
      to
      the costs of conversion be based on the normal capacity of the production
      facilities. This new standard will be effective for fiscal years beginning
      after
      June 15, 2005. Adoption is not expected to have a material impact on our
      consolidated financial statements.




18




In
      December
      2004, the Financial Accounting Standards Board issued SFAS 123 (revised 2004), *Share-based
      Payment* .
      SFAS
      123(R) requires all entities to recognize compensation expense in an amount
      equal to the fair value of share-based payments (e.g. stock options and
      restricted stock) granted to employees. This applies to all transactions
      involving the issuance of our own equity in exchange for goods or services,
      including employee services. Upon adoption of SFAS 123(R), all stock options
      awards to employees will be recognized as expense in the income statement,
      typically over any related vesting period. SFAS123(R) carried forward the
      guidance from SFAS 123 for payment transactions with non-employees. We will
      be
      required to adopt SFAS 123(R) in the third quarter of 2005. We believe the
      impact of adopting SFAS 123(R) will be similar to the pro forma disclosure
      impact presented previously in this footnote.




SFAS
      123(R)
      permits public companies to adopt its requirements using one of two methods:




Modified
      Prospective Method under which compensation cost is recognized beginning with
      the effective date (a) based on the requirements of SFAS 123(R) for all
      share-based payments granted after the effective date and (b) based on the
      requirements of SFAS 123 for all awards granted to employees prior to the
      effective date of SFAS 123(R) that remain unvested on the effective date.




Modified
      Retrospective Method which includes the requirements of the modified prospective
      method described above, but also permits entities to restate based on the
      amounts previously recognized under SFAS 123 for purposes of pro forma
      disclosures either (a) all prior periods presented or (b) prior interim periods
      of the year of adoption.


At
      this
      time, we have not determined which method of adoption we will use.




In
      December,
      2004 FASB issued SFAS 152 which amended FASB Statement No. 66, Accounting for
      Sales of Real Estate, to reference the financial accounting and reporting
      guidance for real estate time-sharing transactions that is provided in AICPA
      Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing
      Transactions. This Statement also amends FASB Statement No. 67, Accounting
      for
      Costs and Initial Rental Operations of Real Estate Projects, to state that
      the
      guidance for (a) incidental operations and (b) costs incurred to sell real
      estate projects does not apply to real estate time-sharing
      transactions.






In
      December,
      2004 the Financial Accounting Standards Board (”FASB”) issued SFAS 153. SFAS 153
      amended APB Opinion No. 29, Accounting for Nonmonetary Transactions. APB Opinion
      No. 29 is based on the principle that exchanges of nonmonetary assets should
      be
      measured based on the fair value of the assets exchanged. 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.






In
      December,
      2004 FASB released its revised SFAS 123 or SFAS 123a. The revision requires
      companies to recognize the fair value of equity instruments issued to employees
      for services received. This pronouncement affects the issuance of employee
      stock
      options among other types of employee compensation. This pronouncement becomes
      effective based on the size of the company and whether or not it is public
      or
      private. For public entities that file as small business issuers, the
      pronouncement becomes effective as of the beginning of the first interim or
      annual reporting period that begins after December 15, 2005. For most companies
      this would effectively be December 31, 2005. For nonpublic companies the
      pronouncement becomes effective as of the beginning of the first annual
      reporting period that begins after December 15, 2005.




The
      fair
      value of the stock options is determined on the grant date of the option and
      the
      cost of the service can be recognized over the vesting period of the options.
      The pronouncement applies to nonpublic entities as was as to public entities
      with some exceptions. Specifically, if it is not possible to reasonably estimate
      the fair value of equity share options because it is not practicable to estimate
      the expected volatility of the entity’s share price, then the nonpublic company
      can reasonably assume that there is no fair value to the equity
      instrument.





FASB
      154
      issued in May 2005 pertains accounting changes and error corrections. None
      exist
      for the Company.


19


NOTE
      2:
      BACKGROUND





The
      Company
      was incorporated under the laws of the State of Nevada on December 5, 2001.
      The
      principal business activity of the Company involves providing edgarizing
      services for client companies for their filings with the SEC.





NOTE
      3:
      RELATED PARTY TRANSACTIONS





The
      Company
      borrowed funds for working capital purposes from five of its shareholders.
      These
      loans were for a term of one to two years with interest at 12%. All of the
      loans
      were renewed for one more year. Repayments for the year ended December 31,
      2005
      and 2004 were $0 and $30,336. Borrowings from the related parties for the years
      ending December 31, 2005 and 2004 were $5,531 and $0.





As
      of
      December 31, 2005 the total amount due to related parties was $17,545 due on
      December 7, 2006.





A
      major
      shareholder of the Company has a consulting contract that allows her to be
      paid
      up to $20,000 for services performed on behalf of the Company. During the year
      ended December 31, 2005 and 2004, the shareholder was paid $0 and $3,194
      respectively.





NOTE
      4:
      INCOME TAXES





The
      benefit
      for income taxes from operations consisted of the following components: Deferred
      tax asset of $32,000 resulting from a net operating loss before income taxes,
      and a deferred tax expense of $32,000 resulting from a valuation allowance
      recorded against the deferred tax asset resulting from the net operating losses.
      Net operating loss carry-forwards of approximately $96,000 will expire in
      various years beginning in 2021. The tax asset is computed at the 34% rate
      for
      federal tax purposes and because of the suspension of operating losses by the
      state of California no deferred asset is established for the state.





The
      valuation
      allowance will be evaluated at the end of each year considering positive and
      negative evidence about whether the asset will be realized. At that time, the
      valuation allowance will either be increased or reduced; reduction would result
      in the elimination of the valuation allowance if positive evidence indicates
      that it is more likely than not that the value of the deferred tax asset can
      be
      utilized.





NOTE
      5:
      NOTES PAYABLE





As
      previously
      stated in the Note 3 these loans were from shareholders and payable within
      two
      years. One of the Company's officer/director and shareholders advanced the
      Company $5,531 for working capital during the year ended December 31, 2005,
      and
      the repayment date was extended to December 2006.





NOTE
      6:
      COMMON STOCK





During
      the
      year ending December 31, 2004 the Company raised $77,600 in proceeds on the
      sale
      of 155,200 shares of its common stock thru a public offering. No proceeds from
      the sale of stock was raised for year ending December 31, 2005.





NOTE
      7:
      GOING CONCERN





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company has a working capital deficiency
      of $29,673 and a stockholders' deficiency of $25,609 at December 31, 2005,
      and
      negative cash flows from operations of $16,108 for 2005, which raises
      substantial doubt about its ability to continue as a going concern.





The
      Company
      is attempting to reach a wider market for its Edgarizing services and has
      instituted a marketing campaign to attract new users of it’s
      services.





There
      is no
      assurance that the Company will be successful in its efforts to raise additional
      proceeds or achieve profitable operations. The financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.





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