##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---

FORM 10-QSB



---

(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the period ended September 30, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 000-25315



---

S WIND-UP
CORPORATION

(Exact name of Registrant as specified in its Charter)



---



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 94-3225290                             
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification Number)

P.O. BOX BD

LOS ALTOS, CA 94023

(Address of Principal Executive Offices including Zip Code)

(650) 599-5846

(Registrants
Telephone Number, Including Area Code)



---

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

As of September 30, 2006, Registrant had 47,109,843 shares of common stock issued and outstanding.

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

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



---



---

##### Table of Contents

S WIND-UP CORPORATION

QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDED

SEPTEMBER 30, 2006

TABLE OF
CONTENTS



|                              |  |                                                                                                                    |  |   
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------ |  | --
|                              |  | Page No.                                                                                                          
|PART I. FINANCIAL INFORMATION |  |                                                                                                                   
|                              |  |                                                                                                                   
|Item 1.                       |  | Financial Statements (unaudited):                                                                                  |  |   
|                              |  |                                                                                                                   
|                              |  | Statement of Net Assets in Liquidation, September 30, 2006                                                         |  | 3 
|                              |  |                                                                                                                   
|                              |  | Statements of Changes in Net Assets in Liquidation for the three and nine months ended September 30, 2006 and 2005 |  | 4 
|                              |  |                                                                                                                   
|                              |  | Notes to Consolidated Financial Statements                                                                         |  | 5 
|                              |  |                                                                                                                   
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition                                                        |  | 7 
|                              |  |                                                                                                                   
|Item 3.                       |  | Controls and Procedures                                                                                            |  | 9 
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                                   
|                              |  |                                                                                                                   
|                              |  | Risk Factors                                                                                                       |  | 10
|                              |  |                                                                                                                   
|Item 1.                       |  | Legal Proceedings                                                                                                  |  | 12
|                              |  |                                                                                                                   
|Item 6.                       |  | Exhibits                                                                                                           |  | 12
|                              |  |                                                                                                                   
|                              |  | SIGNATURES                                                                                                         |  | 13



2



---

##### Table of Contents

PART I FINANCIAL INFORMATION

Item 1.Financial Statements

S WIND-UP CORPORATION

STATEMENT OF NET ASSETS IN LIQUIDATION

(Unaudited, in thousands)



|                             |  |                    |      
|---------------------------- |  | ------------------ | -----
|                             |  | September 30, 2006
|ASSETS                       |  |                    |      
|Cash and cash equivalents    |  | $                  | 139  
|Short-term investments       |  |                    | 1,050
|                             |  |                    |      
|Total assets                 |  | $                  | 1,189
|                             |  |                    |      
|LIABILITIES                  |  |                    |      
|Accrued costs of liquidation |  | $                  | 110  
|                             |  |                    |      
|Total liabilities            |  | $                  | 110  
|                             |  |                    |      
|Net assets in liquidation    |  | $                  | 1,079
|                             |  |                    |      

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



3



---

##### Table of Contents

S WIND-UP CORPORATION

STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

(Unaudited, in thousands)



|                                                                                           |  |                                      |       |                                      |   |                                     |  |   |                                      |   |  |   |       |  
|------------------------------------------------------------------------------------------ |  | ------------------------------------ | ----- | ------------------------------------ | - | ----------------------------------- |  | - | ------------------------------------ | - |  | - | ----- | -
|                                                                                           |  | Three Months EndedSeptember 30,
2006 |       | Three Months EndedSeptember 30, 2005 |   | Nine Months EndedSeptember 30,
2006 |  |   | Nine Months Ended September 30, 2005 |  
|Net change in net assets in liquidation:                                                   |  |                                      |       |                                      |   |                                     |  |   |                                      |   |  |   |       |  
|Interest income                                                                            |  | $                                    | 14    |                                      | $ | 9                                   |  | $ | 37                                   |   |  | $ | 23    |  
|Refund of utility and state tax payments                                                   |  |                                      |      |                                      |   | 5                                   |  |   | 6                                    |   |  |   | 7     |  
|Refund of prior years legal fees                                                          |  |                                      |      |                                      |   | 3                                   |  |   |                                     |   |  |   | 3     |  
|Former employee medical expense payment                                                    |  |                                      |      |                                      |   |                                    |  |   |                                     |   |  |   | (12   | )
|Settlement of preferential transfer payment claim, including legal and administrative fees |  |                                      |      |                                      |   | 4                                   |  |   |                                     |   |  |   | (27   | )
|Audit, legal and consulting fees                                                           |  |                                      |      |                                      |   |                                    |  |   | (34                                  | ) |  |   |      |  
|                                                                                           |  |                                      |       |                                      |   |                                     |  |   |                                      |   |  |   |       |  
|Net increase (decrease) in net assets in liquidation:                                      |  |                                      | 14    |                                      |   | 21                                  |  |   | 9                                    |   |  |   | (6    | )
|                                                                                           |  |                                      |       |                                      |   |                                     |  |   |                                      |   |  |   |       |  
|Net assets in liquidation, beginning of period                                             |  |                                      | 1,065 |                                      |   | 1,063                               |  |   | 1,070                                |   |  |   | 1,090 |  
|                                                                                           |  |                                      |       |                                      |   |                                     |  |   |                                      |   |  |   |       |  
|Net assets in liquidation, end of period                                                   |  | $                                    | 1,079 |                                      | $ | 1,084                               |  | $ | 1,079                                |   |  | $ | 1,084 |  
|                                                                                           |  |                                      |       |                                      |   |                                     |  |   |                                      |   |  |   |       |  

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



4



---

##### Table of Contents

S WIND-UP CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(In thousands, except
where noted)

NOTE 1. The Company and Recent Developments

S Wind-up Corporation, formerly Sagent Technology, Inc., a Delaware corporation (Sagent, S Wind-up, the Company, we, us, or our) is engaged in
the process of an orderly liquidation of remaining assets, the winding up of its business and operations, and the dissolution of the Company.

On April 15, 2003, we entered into a definitive asset purchase agreement (the Asset Purchase Agreement) to sell substantially all of our assets to Group 1 Software, Inc. (Group 1). On September 30, 2003,
the holders of a majority of our outstanding shares approved the asset sale contemplated by the Asset Purchase Agreement and approved a plan of complete liquidation and dissolution. The key features of the plan are (1) file a Certificate of
Dissolution with the Secretary of State of the State of Delaware; (2) cease conducting normal business operations, except as may be required to wind up our business affairs; (3) attempt to convert all of our remaining assets into cash or
cash equivalents in an orderly fashion; (4) pay or attempt to adequately provide for the payment of all of our known obligations and liabilities; and (5) distribute pro rata in one or more liquidating distributions all of our remaining
assets to our stockholders as of the applicable record date.

Prior to October 1, 2003, we offered a complete business intelligence
software platform that allowed business users and information technology (IT) departments to work together to integrate, analyze, deliver and understand information.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America for interim financial information and pursuant to the rules and regulations of the Securities Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete financial statements. The unaudited interim condensed financial statements, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments,
considered necessary for a fair presentation.

These unaudited condensed financial statements and notes should be read in conjunction with
the Companys audited financial statements and notes thereto included in our Annual Report on Form 10-KSB for the year ended December 31, 2005.

As a result of the stockholders approval of the Plan and the imminent nature of the liquidation, the Company adopted the liquidation basis of accounting effective October 1, 2003. This basis of accounting
is considered appropriate when, among other things, liquidation of a company is probable and the net realizable value of assets is reasonably determinable. Under the liquidation basis of accounting, assets are stated at their estimated net
realizable cash value and liabilities are stated at their anticipated settlement amounts.

NOTE 3. Cash, Cash Equivalents and Short-term Investments

Cash and cash equivalents include all highly liquid investments purchased with an original or remaining maturity of less than three
months at the date of purchase. At September 30, 2006, the balance of cash and cash equivalents is made up of $13 in cash and $126 in money market savings accounts. Short-term investments of $1,050 consist of auction rate securities, classified
as corporate equity securities, and possessing no apparent maturity date and no unrealized gain or loss.

Auction rate securities are
variable rate bonds tied to short-term interest rates with maturities on the face of the underlying securities in excess of 90 days. Auction rate securities have interest rate resets through a modified Dutch auction, at pre-determined short-term
intervals, usually every month or up to six months. They trade at par and are callable at par on any interest payment date at the option of the issuer. Interest paid during a given period is based upon the interest rate determined during the prior
auction.

Although these securities are issued and rated as long-term bonds, they are priced and traded as short-term instruments because
of the liquidity provided through the interest rate reset. Therefore, these securities have been classified as short-term investments (marketable securities) in the accompanying statement of net assets in liquidation.



5



---

##### Table of Contents

NOTE 4. LEGAL PROCEEDINGS

From time to time, we have been subject to pending or threatened litigation. We are currently engaged in certain legal and administrative proceedings incidental to our previous business activities and current
dissolution efforts and believe that these matters will not have a material adverse effect on our financial position. However, the results of legal proceedings cannot be predicted with certainty. Pending or future litigation could be costly and
could upon resolution, have a material adverse affect on our financial position.



6



---

##### Table of Contents

Item 2.Managements Discussion and Analysis of Financial Condition

The following
discussion and analysis contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally preceded by words that
imply a future state such as expected or anticipated or imply that a particular future event or events will occur such as will. Investors are cautioned that all forward-looking statements involve risks and
uncertainties, and that actual results could be materially different from those discussed in this report. The section below entitled Risk Factors and similar discussions in our other reports filed with the Securities Exchange Commission
(SEC) discuss some of the important risk factors that may affect our business, results of operations and financial condition. Copies of our reports filed with the SEC are available on the SECs website at www.sec.gov.

Overview

On September 30, 2003, the holders of
a majority of our outstanding shares approved the asset sale contemplated by the Asset Purchase Agreement and approved a plan of complete liquidation and dissolution. The key features of the plan are (1) file a Certificate of Dissolution with
the Secretary of State of the State of Delaware; (2) cease conducting normal business operations, except as may be required to wind up our business affairs; (3) attempt to convert all of our remaining assets into cash or cash equivalents
in an orderly fashion; (4) pay or attempt to adequately provide for the payment of all of our known obligations and liabilities; and (5) distribute pro rata in one or more liquidating distributions all of our remaining assets to our
stockholders as of the applicable record date.

We filed Articles of Dissolution with the Secretary of State of the State of Delaware
effective April 15, 2004. Pursuant to Delaware law, S Wind-up Corporation will continue in existence until at least April 15, 2007. During this period, we will continue to convert our estimated net assets to cash for future distribution to
our stockholders. We are not permitted to continue our business as a going concern.

At the close of business on April 15, 2004, we
closed our stock transfer books and discontinued recording transfers of our common stock. No assignments or transfers of our common stock were recorded or will be recorded after April 15, 2004. Any future distributions we make will be made
solely to the stockholders of record as of the close of business on April 15, 2004.

On February 26, 2004, our Board of Directors
approved an initial distribution, and on April 6, 2004 we completed the initial distribution of $0.10 for each share of stock held as of the record date of March 31, 2004, pursuant to the Plan of Liquidation and Dissolution approved by the
stockholders on September 30, 2003. Two executives remained through April 15, 2004 to manage the Companys wind down, liquidation and the first distribution to the stockholders. On April 16, 2004, we held a final board meeting.
Since then, we have retained a trailing director and accounting agent to manage the remaining wind down and liquidation process.

Based on
our projections of liquidation costs as of September 30, 2006, we estimate that the amount of future liquidating distributions will be approximately $0.02 per common share. The actual amount available for distribution, if any, could be less if
we discover additional liabilities or claims or incur unexpected or greater than expected expenses. Subject to the provisions of Delaware law, we expect to conclude the liquidation prior to the third anniversary of the filing of our Certificate of
Dissolution with the State of Delaware by a final liquidating distribution.

Prior to the decision to dissolve S Wind-up Corporation, we
were a developer of business intelligence software products and services that helped businesses collect, analyze, understand, and act on customer and operational information both in batch and in real-time.

The following discussion and analysis should be read in conjunction with our unaudited condensed financial statements and related notes in Item 1.

Critical Accounting Policies and Estimates

In
connection with the adoption of the plan of dissolution and the anticipated liquidation, we adopted the liquidation basis of accounting effective October 1, 2003, whereby assets are valued at their estimated net realizable cash values and
liabilities are stated at their estimated settlement amounts. The preparation of financial statements using the liquidation basis of accounting requires us to make assumptions, judgments and estimates that can have a significant impact on our
reported net assets in liquidation. We base our assumptions, judgments and estimates on the most recent information available and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially
from



7



---

##### Table of Contents

these estimates under different assumptions or conditions. On a regular basis we evaluate our assumptions, judgments and
estimates and make changes accordingly. We believe that the assumptions, judgments and estimates involved in the accounting for estimated costs to be incurred during liquidation have the greatest potential impact on our financial statements, so we
consider these estimates to be our critical accounting policies. We discuss below the critical accounting estimates associated with these policies.

Accrued Costs of Liquidation

Under the liquidation basis of accounting, we accrue for the remaining costs to be incurred
during liquidation, including consulting fees, fees of professional service providers and miscellaneous other costs, partially offset by estimated future interest earnings. Such costs were estimated at $110,000 at September 30, 2006, including
an estimated $95,000 of legal, audit, filing and tax services and $15,000 of other costs of liquidation. Our estimates are based on assumptions regarding our ability to settle outstanding obligations to creditors, resolve outstanding litigation,
successfully petition the SEC for relief from public company reporting requirements, and the timing of distributions to stockholders. If there are delays, or we are not successful, in achieving these objectives, actual costs incurred during
liquidation may increase, reducing net assets available in liquidation.

Contingent Liabilities

Our estimated range of liabilities related to some of the historical litigation had been based on claims for which we could reasonably estimate the amount
and range of loss (as discussed in Item 3. Legal Proceedings). We recorded a liability if it was (1) probable that an obligation was incurred because of a transaction or event happening on or before the date of the financial statements and
(2) the amount of the obligation could be reasonably estimated.

Liquidity and Capital Resources

As of September 30, 2006, net assets in liquidation totaled $1,079,000, consisting of $139,000 in cash and cash equivalents and $1,050,000 of
short-term investments, primarily consisting of auction rate securities, partially offset by $110,000 of estimated costs to be incurred during liquidation. We expect to use our capital resources to execute our complete plan of liquidation and
dissolution, settle potential claims against the Company that may arise, and to make liquidating distributions to stockholders. Capital resources available for liquidating distributions to stockholders may vary if we incur greater than estimated
operating costs associated with executing the plan of complete liquidation and dissolution, or if there are existing, but unknown claims made against us in the future. At September 30, 2006, our cash and cash equivalents were held primarily in
money market funds. We expect to continue to hold our cash and cash equivalents primarily in money market funds while we execute the plan of dissolution.

Changes in Net Assets in Liquidation for the quarters ended September 30, 2006 and 2005

For the quarters ended
September 30, 2006 and 2005, we recorded $14,000 and $9,000 in interest income, respectively For the quarter ended September 30, 2005, we recorded $5,000 in refunds of utility, sales tax and state tax payments, $3,000 for refunds of prior
years legal fees and a $4,000 reduction in legal and administrative fees associated with the settlement of preferential transfer claim.

Changes
in Net Assets in Liquidation for the nine months ended September 30, 2006 and 2005

For the nine months ended September 30,
2006 and 2005, we recorded $37,000 and $23,000 in interest income, respectively. For the nine months ended September 30, 2006, we recorded $6,000 in refunds of state tax payments and $34,000 in audit, legal and consulting fees. For the nine
months ended September 30, 2005, we recorded $7,000 in refunds of utility, sales tax and state tax payments, $3,000 for refunds of prior years legal fees, $12,000 for a medical claim expense due to the self-funded plan previously
maintained by Sagent, and $27,000 for settlement of a preferential transfer claim, including $2,000 of legal and administrative fees.



8



---

##### Table of Contents

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of October 1, 2003, the Company sold substantially all of its assets and began the orderly dissolution and liquidation of its assets. As the
Company currently has no ongoing operations, chief executive officer, principal financial officers, principal accounting officer or employees, the evaluation of the effectiveness of the design and operation of the Companys disclosure controls
and procedures as of the end of the period covered by this report was performed by the Companys sole director. Based on that evaluation, the Companys sole director has concluded that the Companys disclosure controls and procedures
are effective as of the end of the period covered by this report to ensure that information required to be disclosed in reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the period covered by this report that
has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.



9



---

##### Table of Contents

S WIND-UP CORPORATION

PART II OTHER INFORMATION

Risk Factors

In addition to other information in this Form 10-QSB, the following risk factors should be
carefully considered in evaluating us and our liquidation and dissolution because such factors may have a significant impact on the execution of our plan of dissolution and the timing and amount of liquidating distributions, if any, to our
stockholders. As a result of the risk factors set forth below and elsewhere in this Form 10-QSB, and the risks discussed in our other Securities and Exchange Commission Filings, actual results could differ materially from those projected in any
forward-looking statements. Additional risks and uncertainties not known to us or that we now believe to be unimportant could also impair our liquidation and dissolution. As a result, the market price of our common stock could decline, and you may
lose all of your investment. This section should be read in conjunction with the unaudited condensed financial statements and notes thereto, and Managements Discussions and Analysis of Financial Condition and Activities in Liquidation
contained in this Form 10-QSB.

We cannot assure you of the exact amount or timing of any future distribution to our stockholders
under the plan of dissolution.

The liquidation and dissolution process is subject to numerous uncertainties and may not result in
any remaining capital for future distribution to our stockholders. The precise nature, amount and timing of any future distribution to our stockholders will depend on and could be delayed by, among other things, administrative and tax filings
associated with our dissolution, potential claim settlements with creditors, and unexpected or greater than expected operating costs associated with executing the plan of complete liquidation and dissolution. Furthermore, we cannot provide any
assurances that we will actually make additional distributions. The estimates we have provided are based on currently available information, and actual payments, if any, could be substantially less than the range we have estimated. Any amounts to be
distributed to our stockholders may be less than the price or prices at which our common stock has recently traded or may trade in the future.

Our common stock is continuing to trade even though we are in the process of liquidation and liquidating distributions, if any, may be below any trading price.

Since April 15, 2004, when our Certificate of Dissolution became effective and we closed our transfer books, our common stock has been trading in the
Over the Counter Markets pink sheets under the symbol SGNT.OB. It has been trading under due-bill contractual obligations between the seller and purchaser of the stock, who negotiate and rely on themselves
with respect to the allocation of stockholder proceeds arising from ownership of the shares. No assignments or transfers of our common stock were recorded or will be recorded after April 15, 2004. Trading in our stock is highly speculative and
the market for our stock is highly illiquid. The only value associated with our shares is the right to receive further distributions as part of the liquidation process. Because of the difficulty in estimating the amount and timing of the liquidating
distributions, and due to the other risk factors discussed herein, our common stock may be subject to significant volatility and may trade above the amount of any liquidating distribution that is made.

We will continue to incur claims, liabilities and expenses that will reduce the amount available for distribution out of the liquidation to
stockholders.

Claims, liabilities and expenses incurred during the wind down process, such as legal, accounting and consulting fees
and miscellaneous office expenses, will reduce the amount of assets available for future distribution out of the liquidation to stockholders. If available cash and amounts received on the sale of non-cash assets are not adequate to provide for our
obligations, liabilities, expenses and claims, we may not be able to distribute out of the liquidation meaningful cash, or any cash at all, to our stockholders.

We will continue to incur the expenses of complying with public company reporting requirements.

We have an obligation to continue to comply with the applicable reporting requirements of the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act, even though compliance with such reporting requirements
is economically burdensome. We intend to seek relief from the Securities and Exchange Commission from the reporting requirements under the Exchange Act at such time in the future as active trading in our shares has ceased. We anticipate that, if
such relief were granted, we would continue to file current reports on Form 8-K to disclose material events relating to our



10



---

##### Table of Contents

liquidation and dissolution along with any other reports that the Securities and Exchange Commission might require.
However, the Securities and Exchange Commission may not grant any such relief, and we do not anticipate we will be able to request relief while active trading of our shares is continuing.

Our Board of Directors may at any time turn management of the liquidation of S Wind-up Corporation over to a third party, and our director may
resign from our board at that time.

Our director may at any time turn our management over to a third party to complete the
liquidation of our remaining assets and distribute the available proceeds to our stockholders, and our director may resign from our board at that time. Our Board of Directors currently consists of Irv H. Lichtenwald, who is overseeing our
liquidation. If management is turned over to a third party and our director resigns from our board, the third party would have sole control over the liquidation process, including the sale or distribution of any remaining assets.

If we are deemed to be an investment company, we may be subject to substantial regulation that would cause us to incur additional expenses and
reduce the amount of assets available for distribution.

If we invest our cash and/or cash equivalents in investment securities, we
may be subject to regulation under the Investment Company Act of 1940. If we are deemed to be an investment company under the Investment Company Act because of our investment securities holdings, we must register as an investment company under the
Investment Company Act. As a registered investment company, we would be subject to the further regulatory oversight of the Division of Investment Management of the Securities and Exchange Commission, and our activities would be subject to
substantial regulation under the Investment Company Act. Compliance with these regulations would cause us to incur additional expenses, which would reduce the amount of assets available for distribution to our stockholders. To avoid these compliance
costs, we intend to invest our cash proceeds in money market funds and government securities, which are exempt from the Investment Company Act but which currently provide a very modest return.

If we fail to create an adequate contingency reserve for payment of our expenses and liabilities, our stockholders could be held liable for payment
to our creditors of each such stockholders pro rata share of amounts owed to the creditors in excess of the contingency reserve, up to the amount actually distributed to such stockholder.

Following the plan of dissolution ratified and approved by our stockholders on September 30, 2003, we filed a Certificate of Dissolution with the
State of Delaware dissolving the Company. Pursuant to the Delaware General Corporation Law, we will continue to exist for three years after the dissolution became effective or for such longer period as the Delaware Court of Chancery shall direct,
for the purpose of prosecuting and defending suits against us and enabling us gradually to close our business, to dispose of our property, to discharge our liabilities and to distribute to our stockholders any remaining assets. Under the Delaware
General Corporation Law, in the event we fail to create an adequate contingency reserve for payment of our expenses and liabilities during this three-year period, each stockholder could be held liable for payment to our creditors of such
stockholders pro rata share of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to such stockholder.

However, the liability of any stockholder would be limited to the amounts previously received by such stockholder from us (and from any liquidating trust or trusts) in the dissolution. Accordingly, in such event a
stockholder could be required to return all distributions previously made to such stockholder. In such event, a stockholder could receive nothing from us under the plan of dissolution. Moreover, in the event a stockholder has paid taxes on amounts
previously received, a repayment of all or a portion of such amount could result in a stockholder incurring a net tax cost if the stockholders repayment of an amount previously distributed does not cause a commensurate reduction in taxes
payable. There can be no assurance that the contingency reserve established by us will be adequate to cover any expenses and liabilities.

Our stock transfer books closed on the date we filed the Certificate of Dissolution with the Delaware Secretary of State, after which stockholders are not able to publicly trade our stock.

We closed our stock transfer books and discontinued recording transfers of our common stock at the close of business on the date we filed the Certificate
of Dissolution with the Delaware Secretary of State, referred to as the final record date. Thereafter, certificates representing our common stock shall not be assignable or transferable on our books except by will, intestate succession
or operation of law. The proportionate interests of all of our stockholders shall be fixed on the basis of their respective stock holdings at the close of business on the final record date, and, after the final record date, any distributions made by
us shall be made solely to the stockholders of record at the close of business on the final record date, except as may be necessary to reflect subsequent transfers recorded on our books as a result of any assignments by will, intestate succession or
operation of law.



11



---

##### Table of Contents

Threatened litigation could harm our financial position.

As of September 30, 2006, there are no material legal proceedings involving the Company. From time to time however, we have been subject to pending
or threatened litigation. While most recent litigation matters have been resolved, future litigation could be costly, and could upon resolution, have a material adverse affect on any estimated distribution to stockholders.

Item 1. Legal Proceedings

From time to time, we have been subject to pending or threatened litigation. As
discussed in Note 4 to the unaudited condensed financial statements, we are currently engaged in certain legal and administrative proceedings incidental to our previous business activities and current dissolution efforts and believe that these
matters will not have a material adverse effect on our financial position. However, the results of legal proceedings cannot be predicted with certainty. Pending or future litigation could be costly and could upon resolution, have a material adverse
affect on our financial position.

Item 6. Exhibits

(a) Exhibits



|   |  |                                                                        
|-- |  | -----------------------------------------------------------------------
|31 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|   | 
|32 |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



12



---

##### Table of Contents

SIGNATURES

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.



|                             |  |                       
|---------------------------- |  | ----------------------
|/s/ Irv H. Lichtenwald       |  | Date: November 1, 2006
|Irv H. Lichtenwald, Director | 



13