**UNITED STATES SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-Q**

**(Mark One)**

**x****QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the quarterly period endedJune 30, 2006**

**OR**

** **

**o****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

**For the transition period from                to                **

**Commission File Number 0-51086**

# **ML CORNERSTONE FUTURESACCESS LLC**

(Exact Name of Registrantas specified in its charter)

 

| **Delaware**                     | ** ** | **20-1227929**                     |
|----------------------------------|------------|------------------------------------|
| (State or other  jurisdiction of |       | (IRS Employer  Identification No.) |
| incorporation or  organization)  |       |                               |

 

**c/o Merrill Lynch AlternativeInvestments LLC**

**Princeton Corporate Campus**

**800 Scudders Mill Road - Section 2G**

**Plainsboro,New Jersey 08536**

 (Address ofprincipal executive offices)(Zip Code)

**609-282-6996**

(Registrant’s telephonenumber, including area code)

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15 (d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter 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  o  No  x

Indicate by check mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act.

Yes  o  No  x

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Act.

Yes  o  No  x

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

Yes  x  No  o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part II of this Form 10-Q or any amendment to this Form 10-Q. x

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer andlarge accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
|  | Large accelerated filer  o | Accelerated filer  o | Non-accelerated filer  x |
|--|--------------------------------------|--------------------------------|------------------------------------|

 

Indicate by check mark if the registrant is a shell company (as definedby Rule 12b-2 of the Act).

Yes  o  No  x

 

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**ML CORNERSTONE FUTURESACCESS LLC**

QUARTERLY REPORT FOR JUNE30, 2006 ON FORM 10-Q

 

Table of Contents

 
|          | ** **                                                                                  | **PAGE** |
|----------|---------------------------------------------------------------------------------------------|----------|
| PART I   |                                                                                        |
|     |                                                                                        |
| Item 1.  | Financial Statements                                                                        | 2        |
|     |                                                                                        |     |
| Item 2.  | Management’s Discussion and Analysis of Financial  Condition and Results of Operations | 9        |
|     |                                                                                        |     |
| Item 3.  | Quantitative and Qualitative Disclosures About  Market Risk                                 | 12       |
|     |                                                                                        |     |
| Item 4.  | Controls and Procedures                                                                     | 12       |
|     |                                                                                        |     |
| PART II  |                                                                                        |
|     |                                                                                        |
| Item 1.  | Legal Proceedings                                                                           | 13       |
|     |                                                                                        |     |
| Item 2.  | Changes in Securities and Use of Proceeds                                                   | 13       |
|     |                                                                                        |     |
| Item 3.  | Defaults Upon Senior Securities                                                             | 13       |
|     |                                                                                        |     |
| Item 4.  | Submission of Matters to a Vote of Security Holders                                         | 13       |
|     |                                                                                        |     |
| Item 5.  | Other Information                                                                           | 13       |
|     |                                                                                        |     |
| Item 5a. | Recent Sales of Unregistered Securities: Uses of  Proceeds From Registered Securities       | 14       |
|     |                                                                                        |     |
| Item 6.  | Exhibits                                                                                    | 14       |

 

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PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

ML CORNERSTONEFUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF FINANCIAL CONDITION
| ** **                                                                      | ** ** | **June 30,** | ** **  | **December 31,** | ** ** |
|---------------------------------------------------------------------------------|------------|-------------------|-------------|-----------------------|------------|
| ** **                                                                      | ** ** | **2006**          | ** **  | **2005**              | ** ** |
| ** **                                                                      | ** ** | **(unaudited)**   | ** **  | ** **            | ** ** |
|                                                                            |       |              |        |                  |       |
| **ASSETS:**                                                                     |       |              |        |                  |       |
| Equity in commodity  futures trading accounts:                                  |       |              |        |                  |       |
| Cash                                                                            |       | $                 | 104,630,600 |                  | $          | 58,685,484 |   |
| Net unrealized  profit on open contracts                                        |       | 1,842,213         |        | 1,466,683             |       |
| Cash                                                                            |       | 136,909           |        | —                |       |
| Prepaid expenses                                                                |       | 143,374           |        | —                |       |
| Accrued interest                                                                |       | 396,744           |        | 196,419               |       |
|                                                                            |       |              |        |                  |       |
| **TOTAL**                                                                       |       | $                 | 107,149,840 |                  | $          | 60,348,586 |   |
|                                                                            |       |              |        |                  |       |
| **LIABILITIES AND MEMBERS’  CAPITAL:**                                     |       |              |        |                  |       |
| LIABILITIES:                                                                    |       |              |        |                  |       |
| Brokerage  commissions payable                                                  |       | $                 | 47,212      |                  | $          | 30,999 |   |
| Management fee  payable                                                         |       | 174,800           |        | 99,205                |       |
| Sponsor’s fee  payable                                                     |       | 185,735           |        | 104,683               |       |
| Incentive fee  payable                                                          |       | 1,961,042         |        | 521,565               |       |
| Redemptions  payable                                                            |       | 554,452           |        | 172,097               |       |
| Initial offering  costs payable                                                 |       | 95,425            |        | 110,118               |       |
| Other payables                                                                  |       | —            |        | 114,819               |       |
|                                                                            |       |              |        |                  |       |
| Total  liabilities                                                              |       | 3,018,666         |        | 1,153,486             |       |
|                                                                            |       |              |        |                  |       |
| MEMBERS’ CAPITAL:                                                          |       |              |        |                  |       |
| Sponsor’s  Capital (21,248 and 21,248 Units issued and outstanding)        |       | 22,382            |        | 20,373                |       |
| Members’  Capital (98,918,717 and 61,779,296 Units issued and outstanding) |       | 104,108,792       |        | 59,174,727            |       |
|                                                                            |       |              |        |                  |       |
| Total members’  capital                                                    |       | 104,131,174       |        | 59,195,100            |       |
|                                                                            |       |              |        |                  |       |
| **TOTAL LIABILITIES AND MEMBERS’ CAPITAL**                                 |       | $                 | 107,149,840 |                  | $          | 60,348,586 |   |
|                                                                            |       |              |        |                  |       |
| **NET ASSET VALUE PER UNIT (Note 2)**                                           |       |              |        |                  |       |

 

See notes to financial statements.

 

2

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ML CORNERSTONEFUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OFOPERATIONS

(unaudited)
| ** **                                   | ** ** | **For the three** | ** ** | **For the three** | ** ** | **For the six** | ** ** | **For the five** | ** ** |
|----------------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|---------------------------|------------|----------------------------|------------|
| ** **                                   | ** ** | **months ended**       | ** ** | **months ended**       | ** ** | **months ended**     | ** ** | **months ended**      | ** ** |
| ** **                                   | ** ** | **June 30,**           | ** ** | **June 30,**           | ** ** | **June 30,**         | ** ** | **June 30,**          | ** ** |
| ** **                                   | ** ** | **2006**                    | ** ** | **2005**                    | ** ** | **2006**                  | ** ** | **2005 (1)**          | ** ** |
| **TRADING  PROFITS (LOSSES):**               |       |                        |       |                        |       |                      |       |                       |       |
|                                         |       |                        |       |                        |       |                      |       |                       |       |
| Realized                                     |       | $                           | 3,817,829  |                        | $          | (1,036,575                | )          | $                          | 8,966,557  |   | $ | (1,202,141 | ) |
| Change in unrealized                         |       | (100,257                    | )          | 216,105                     |       | 375,672                   |       | (227,453                   | )          |
| Brokerage commissions                        |       | (118,261                    | )          | (29,566                     | )          | (204,014                  | )          | (47,692                    | )          |
| Total trading profits (losses)               |       |                        |       |                        |       |                      |       |                       |       |
|                                         |       | 3,599,311                   |       | (850,036                    | )          | 9,138,215                 |       | (1,477,286                 | )          |
| **INVESTMENT  INCOME:**                      |       |                        |       |                        |       |                      |       |                       |       |
| Interest                                     |       | 1,086,277                   |       | 141,337                     |       | 1,806,477                 |       | 166,134                    |       |
|                                         |       |                        |       |                        |       |                      |       |                       |       |
| **EXPENSES:**                                |       |                        |       |                        |       |                      |       |                       |       |
| Management fee                               |       | 481,532                     |       | 110,089                     |       | 833,103                   |       | 134,936                    |       |
| Sponsor’s fee                           |       | 512,621                     |       | 123,151                     |       | 884,939                   |       | 151,087                    |       |
| Incentive fee                                |       | 790,866                     |       | —                      |       | 1,961,042                 |       | —                     |       |
| Other                                        |       | 241,939                     |       | 31,178                      |       | 291,685                   |       | 51,765                     |       |
| Total expenses before reimbursement          |       | 2,026,958                   |       | 264,418                     |       | 3,970,769                 |       | 337,788                    |       |
| Sponsor’s fee reimbursement             |       | —                      |       | —                      |       | —                    |       | (6,032                     | )          |
|                                         |       |                        |       |                        |       |                      |       |                       |       |
| Total expenses                               |       | 2,026,958                   |       | 264,418                     |       | 3,970,769                 |       | 331,756                    |       |
|                                         |       |                        |       |                        |       |                      |       |                       |       |
| **NET  INVESTMENT LOSS**                     |       | (940,681                    | )          | (123,081                    | )          | (2,164,292                | )          | (165,622                   | )          |
| ** **                                   |       |                        |       |                        |       |                      |       |                       |       |
| **NET  INCOME (LOSS)**                       |       | $                           | 2,658,630  |                        | $          | (973,117                  | )          | $                          | 6,973,923  |   | $ | (1,642,908 | ) |
| ** **                                   |       |                        |       |                        |       |                      |       |                       |       |
| **NET  INCOME (LOSS) PER UNIT:**             |       |                        |       |                        |       |                      |       |                       |       |
|                                         |       |                        |       |                        |       |                      |       |                       |       |
| Weighted average number of Units outstanding |       |                        |       |                        |       |                      |       |                       |       |
| Class A                                      |       | 13,252,787                  |       | 2,775,441                   |       | 12,138,648                |       | 1,755,844                  |       |
| Class C                                      |       | 65,272,042                  |       | 18,859,362                  |       | 57,511,221                |       | 11,476,357                 |       |
| Class D                                      |       | 2,133,110                   |       | 346,215                     |       | 1,765,998                 |       | 173,107                    |       |
| Class I                                      |       | 9,429,816                   |       | 1,760,022                   |       | 8,510,427                 |       | 1,078,372                  |       |
|                                         |       |                        |       |                        |       |                      |       |                       |       |
| Net income (loss) per weighted average Units |       |                        |       |                        |       |                      |       |                       |       |
| Class A                                      |       | $                           | 0.0339     |                        | $          | (0.0365                   | )          | $                          | 0.0948     |   | $ | (0.1111 | ) |
| Class C                                      |       | $                           | 0.0285     |                        | $          | (0.0414                   | )          | $                          | 0.0849     |   | $ | (0.1134 | ) |
| Class D                                      |       | $                           | 0.0128     |                        | $          | (0.0314                   | )          | $                          | 0.0724     |   | $ | (0.0629 | ) |
| Class I                                      |       | $                           | 0.0344     |                        | $          | (0.0460                   | )          | $                          | 0.0954     |   | $ | (0.1253 | ) |

 

----

(1) commencement of operations February 1, 2005

See notes to financial statements.

 

3

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ML CORNERSTONEFUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITALFor the six months ended June 30, 2006 and the five months ended June 30,2005 (unaudited)
| ** **                 | ** ** | **Initial  Offering** | ** ** | **Initial  Offering Costs** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Loss** | ** ** | **Members’ Capital  June 30, 2005** | ** ** | **Members’ Capital  December 31, 2005** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Income** | ** ** | **Members’ Capital  June 30, 2006** | ** ** |
|----------------------------|------------|-----------------------|------------|----------------------------------|------------|-------------------|------------|-----------------|------------|-------------------|------------|---------------------------------------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|---------------------|------------|---------------------------------------------------------|------------|
| ** **                 | ** ** | ** **            | ** ** | ** **                       | ** ** | ** **        | ** ** | ** **      | ** ** | ** **        | ** ** | ** **                                              | ** ** | ** **                                                  | ** ** | ** **        | ** ** | ** **      | ** ** | ** **          | ** ** | ** **                                              | ** ** |
| Class A                    |       | 729,300               |       | —                           |       | 2,474,772         |       | (19,500         | )          | —            |       | 3,184,572                                               |       | 10,021,657                                                  |       | 5,171,712         |       | (704,991        | )          | —              |       | 14,488,378                                              |       |
| Class C                    |       | 4,211,000             |       | —                           |       | 18,778,841        |       | (391,262        | )          | —            |       | 22,598,579                                              |       | 43,063,748                                                  |       | 30,460,936        |       | (2,275,380      | )          | —              |       | 71,249,304                                              |       |
| Class D                    |       | —                |       | —                           |       | 375,972           |       | —          |       | —            |       | 375,972                                                 |       | 1,398,885                                                   |       | 1,668,011         |       | —          |       | —              |       | 3,066,896                                               |       |
| Class I                    |       | 287,000               |       | —                           |       | 2,099,973         |       | (10,000         | )          | —            |       | 2,376,973                                               |       | 7,295,006                                                   |       | 2,946,036         |       | (126,903        | )          | —              |       | 10,114,139                                              |       |
|                       |       |                  |       |                             |       |              |       |            |       |              |       |                                                    |       |                                                        |       |              |       |            |       |                |       |                                                    |       |
| Total Members’ Units  |       | 5,227,300             |       | —                           |       | 23,729,558        |       | (420,762        | )          | —            |       | 28,536,096                                              |       | 61,779,296                                                  |       | 40,246,695        |       | (3,107,274      | )          | —              |       | 98,918,717                                              |       |
|                       |       |                  |       |                             |       |              |       |            |       |              |       |                                                    |       |                                                        |       |              |       |            |       |                |       |                                                    |       |
| Class A                    |       | —                |       | —                           |       | 10,611            |       | —          |       | —            |       | 10,611                                                  |       | 10,611                                                      |       | —            |       | —          |       | —              |       | 10,611                                                  |       |
| Class C                    |       | —                |       | —                           |       | 10,637            |       | —          |       | —            |       | 10,637                                                  |       | 10,637                                                      |       | —            |       | —          |       | —              |       | 10,637                                                  |       |
| Class D                    |       | —                |       | —                           |       | —            |       | —          |       | —            |       | —                                                  |       | —                                                      |       | —            |       | —          |       | —              |       | —                                                  |       |
| Class I                    |       | —                |       | —                           |       | —            |       | —          |       | —            |       | —                                                  |       | —                                                      |       | —            |       | —          |       | —              |       | —                                                  |       |
|                       |       |                  |       |                             |       |              |       |            |       |              |       |                                                    |       |                                                        |       |              |       |            |       |                |       |                                                    |       |
| Total Sponsor’s Units |       | —                |       | —                           |       | 21,248            |       | —          |       | —            |       | 21,248                                                  |       | 21,248                                                      |       | —            |       | —          |       | —              |       | 21,248                                                  |       |

 

See notes to financial statements.

 

4

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ML CORNERSTONEFUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITALFor the six months ended June 30, 2006 and the five months ended June 30,2005(unaudited)(continued)

 
| ** **                    | ** ** | **Initial  Offering** | ** ** | **Initial  Offering Costs** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Loss** | ** ** | **Members’ Capital  June 30, 2005** | ** ** | **Members’ Capital  December 31, 2005** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Income** | ** ** | **Members’ Capital  June 30, 2006** | ** ** |
|-------------------------------|------------|-----------------------|------------|----------------------------------|------------|-------------------|------------|-----------------|------------|-------------------|------------|---------------------------------------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|---------------------|------------|---------------------------------------------------------|------------|
| ** **                    | ** ** | ** **            | ** ** | ** **                       | ** ** | ** **        | ** ** | ** **      | ** ** | ** **        | ** ** | ** **                                              | ** ** | ** **                                                  | ** ** | ** **        | ** ** | ** **      | ** ** | ** **          | ** ** | ** **                                              | ** ** |
| Class A                       |       | $                     | 729,300    |                             | $          | (22,714           | )          | $               | 2,347,773  |              | $          | (19,202                                                 | )          | $                                                           | (194,651   | )                 | $          | 2,840,506       |       | $                   | 9,635,030  |                                                    | $          | 5,303,826 |   | $ | (723,952 | ) | $ | 1,149,716 |   | $ | 15,364,620 |   |
| Class C                       |       | 4,211,000             |       | (101,777                         | )          | 17,680,779        |       | (362,096        | )          | (1,301,322        | )          | 20,126,584                                              |       | 41,024,353                                                  |       | 30,787,003        |       | (2,290,913      | )          | 4,882,757           |       | 74,403,200                                              |       |
| Class D                       |       | —                |       | (3,189                           | )          | 376,111           |       | —          |       | (10,888           | )          | 362,034                                                 |       | 1,466,886                                                   |       | 1,949,999         |       | —          |       | 127,824             |       | 3,544,709                                               |       |
| Class I                       |       | 287,000               |       | (16,335                          | )          | 1,996,959         |       | (8,998          | )          | (135,095          | )          | 2,123,531                                               |       | 7,048,458                                                   |       | 3,068,933         |       | (132,745        | )          | 811,617             |       | 10,796,263                                              |       |
|                          |       |                  |       |                             |       |              |       |            |       |              |       |                                                    |       |                                                        |       |              |       |            |       |                |       |                                                    |       |
| Total Members’ Interests |       | $                     | 5,227,300  |                             | $          | (144,015          | )          | $               | 22,401,622 |              | $          | (390,296                                                | )          | $                                                           | (1,641,956 | )                 | $          | 25,452,655      |       | $                   | 59,174,727 |                                                    | $          | 41,109,761 |   | $ | (3,147,610 | ) | $ | 6,971,914 |   | $ | 104,108,792 |   |
|                          |       |                  |       |                             |       |              |       |            |       |              |       |                                                    |       |                                                        |       |              |       |            |       |                |       |                                                    |       |
| Class A                       |       | $                     | —     |                             | $          | —            |       | $               | 10,000     |              | $          | —                                                  |       | $                                                           | (468       | )                 | $          | 9,532           |       | $                   | 10,221     |                                                    | $          | — |   | $ | — |   | $ | 1,044 |   | $ | 11,265 |   |
| Class C                       |       | —                |       | —                           |       | 10,000            |       | —          |       | (484              | )          | 9,516                                                   |       | 10,152                                                      |       | —            |       | —          |       | 965                 |       | 11,117                                                  |       |
| Class D                       |       | —                |       | —                           |       | —            |       | —          |       | —            |       | —                                                  |       | —                                                      |       | —            |       | —          |       | —              |       | —                                                  |       |
| Class I                       |       | —                |       | —                           |       | —            |       | —          |       | —            |       | —                                                  |       | —                                                      |       | —            |       | —          |       | —              |       | —                                                  |       |
|                          |       |                  |       |                             |       |              |       |            |       |              |       |                                                    |       |                                                        |       |              |       |            |       |                |       |                                                    |       |
| Total Sponsor’s Interest |       | $                     | —     |                             | $          | —            |       | $               | 20,000     |              | $          | —                                                  |       | $                                                           | (952       | )                 | $          | 19,048          |       | $                   | 20,373     |                                                    | $          | — |   | $ | — |   | $ | 2,009 |   | $ | 22,382 |   |
|                          |       |                  |       |                             |       |              |       |            |       |              |       |                                                    |       |                                                        |       |              |       |            |       |                |       |                                                    |       |
| Total Members’ Capital   |       | $                     | 5,227,300  |                             | $          | (144,015          | )          | $               | 22,421,622 |              | $          | (390,296                                                | )          | $                                                           | (1,642,908 | )                 | $          | 25,471,703      |       | $                   | 59,195,100 |                                                    | $          | 41,109,761 |   | $ | (3,147,610 | ) | $ | 6,973,923 |   | $ | 104,131,174 |   |

 

See notes to financial statements.

 

 

5

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ML CORNERSTONE FUTURESACCESS LLC (a Delaware Limited Liability Company)

NOTES TO FINANCIALSTATEMENTS(unaudited)

1.                  SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES

In the opinion ofmanagement, the financial statements contain all adjustments necessary to presentfairly the financial position of ML Cornerstone FuturesAccess LLC (the “Fund”)as of June 30, 2006, and the results of its operations for the three and sixmonths ended June 30, 2006 and for the three and five months 2005,respectively.  However, the operatingresults for the interim periods may not be indicative of the results for thefull year. The Fund commenced trading activities on February 1, 2005.  Therefore, the Statements of Operations andStatements of Changes in Members’ Capital contain information only for the fivemonth period ended June 30, 2005.

Certain information andfootnote disclosures normally included in annual financial statements preparedin accordance with accounting principles generally accepted in the UnitedStates of America (“US GAAP”) have been omitted.  It is suggested that these financialstatements be read in conjunction with the financial statements and notesthereto included in the Fund’s Annual Report on Form 10-K filed with theSecurities and Exchange Commission for the period ended December 31, 2005.

The preparation offinancial statements in conformity with US GAAP requires management to makeestimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenues and expensesduring the reporting period.  Actualresults could differ from those estimates.

2.                  NET ASSET VALUEPER UNIT

For financial reportingpurposes, in conformity with US GAAP, the Fund deducted the total initialoffering costs at inception from Members’ Capital for purposes of determiningNet Asset Value.  For all other purposes,including computing Net Asset Value for purposes of member subscription andredemption activity, such costs are amortized over 60 months. Consequently, theNet Asset Value and Net Asset Value per Unit of the different Classes forfinancial reporting purposes and for all other purposes are as follows:

At June 30, 2006 the NetAsset Values of the different series of Units are as follows:
|            | ** ** | **Net Asset Value** | ** **  | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|-------------|--------------------------|------------|--------------------------------------------------|------------|
| ** ** | ** ** | **All Other  Purposes**  | ** **  | **Financial  Reporting** | ** ** | **Number of  Shares**                       | ** ** | **All Other  Purposes** | ** ** | **Financial  Reporting** | ** ** |
| Class A    |       | $                             | 15,391,572  |                     | $          | 15,375,885                                       |       | 14,498,989 |   | $ | 1.0616 |   | $ | 1.0605 |   |
| Class C    |       | 74,480,147                    |        | 74,414,317               |       | 71,259,941                                       |       | $ | 1.0452 |   | $ | 1.0443 |   |
| Class D    |       | 3,547,086                     |        | 3,544,709                |       | 3,066,896                                        |       | $ | 1.1566 |   | $ | 1.1558 |   |
| Class I    |       | 10,807,794                    |        | 10,796,263               |       | 10,114,139                                       |       | $ | 1.0686 |   | $ | 1.0674 |   |
|       |       | $                             | 104,226,599 |                     | $          | 104,131,174                                      |       | 98,939,965 |   |   |   |   |   |

 

6

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At December 31, 2005 theNet Asset Values of the different series of Units are as follows:

 
|            | ** ** | **Net Asset Value** | ** ** | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|------------|--------------------------|------------|--------------------------------------------------|------------|
| ** ** | ** ** | **All Other  Purposes**  | ** ** | **Financial  Reporting** | ** ** | **Number of  Shares**                       | ** ** | **All Other  Purposes** | ** ** | **Financial  Reporting** | ** ** |
| Class A    |       | $                             | 9,663,194  |                     | $          | 9,645,251                                        |       | 10,032,268 |   | $ | 0.9632 |   | $ | 0.9614 |   |
| Class C    |       | 41,110,839                    |       | 41,034,505               |       | 43,074,385                                       |       | $ | 0.9544 |   | $ | 0.9526 |   |
| Class D    |       | 1,469,615                     |       | 1,466,886                |       | 1,398,885                                        |       | $ | 1.0506 |   | $ | 1.0486 |   |
| Class I    |       | 7,061,570                     |       | 7,048,458                |       | 7,295,006                                        |       | $ | 0.9680 |   | $ | 0.9662 |   |
|       |       | $                             | 59,305,218 |                     | $          | 59,195,100                                       |       | 61,800,544 |   |   |   |   |   |

 

3.                  FAIR VALUE ANDOFF-BALANCE SHEET RISK

The nature of this Fundhas certain risks, which cannot all be presented on the financialstatements.  The following summarizessome of those risks.

### Market Risk

Derivative instrumentsinvolve varying degrees of off-balance sheet market risk.  Changes in the level or volatility ofinterest rates, foreign currency exchange rates or the market values of thefinancial instruments or commodities underlying such derivative instrumentsfrequently result in changes in the Fund’s net unrealized profit (loss) on suchderivative instruments as reflected in the Statement of FinancialCondition.  The Fund’s exposure to marketrisk is influenced by a number of factors, including the relationships amongthe derivative instruments held by the Fund as well as the volatility andliquidity of the markets in which the derivative instruments are traded.

The Sponsor of the Fund, Merrill Lynch AlternativeInvestments LLC (“MLAI”), has procedures in place intended to control marketrisk exposure, although there can be no assurance that they will, in fact,succeed in doing so.  These proceduresfocus primarily on monitoring the trading of Cornerstone Trading Company, Inc.(“Cornerstone”), the trading advisor, calculating the Net Asset Value of theFund as of the close of business on each day and reviewing outstandingpositions for over-concentrations.  WhileMLAI does not itself intervene in the markets to hedge or diversify the Fund’smarket exposure, MLAI may urge Cornerstone to reallocate positions in anattempt to avoid over-concentrations. However, such interventions are expected to be unusual.  It is expected that MLAI’s basic risk controlprocedures will consist of the ongoing process of advisor monitoring, with themarket risk controls being applied by Cornerstone itself.

Credit Risk

The risksassociated with exchange-traded contracts are typically perceived to be lessthan those associated with over-the-counter (non-exchange-traded) transactions,because exchanges typically provide clearinghouse arrangements in which thecollective credit (in some cases limited in amount, in some cases not) of themembers of the exchange is pledged to support the financial integrity of theexchange.  In over-the-countertransactions, on the other hand, traders must rely solely on the credit oftheir respective individual counterparties. Margins, which may be subject to loss in the event of a default, aregenerally required in exchange trading, and counterparties may also requiremargin in the over-the-counter markets.

7

----

The credit riskassociated with these instruments from counterparty nonperformance is the netunrealized profit, if any, included in the Statement of Financial Condition.The Fund attempts to mitigate this risk by dealing exclusively with MerrillLynch & Co., Inc. (“Merrill Lynch”) entities as clearing brokers.

The Fund, in itsnormal course of business, enters into various contracts, with Merrill Lynch PierceFenner & Smith Inc. (“MLPF&S”) acting as its commodity broker.  Pursuant to the brokerage arrangement withMLPF&S (which includes a netting arrangement), to the extent that suchtrading results in receivables from and payables to MLPF&S, these receivablesand payables are offset and reported as a net receivable or payable andincluded in equity from commodity futures trading accounts in the Statement ofFinancial Condition.

8

----

Item 2:  Management’sDiscussion and Analysis of Financial Condition and Results of Operations

MONTH-END NETASSET VALUE PER UNIT (1)

(NON US GAAP)

 

Class A

|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr** | ** ** | **May** | ** ** | **Jun** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|---------|------------|---------|------------|---------|------------|
| 2005 |       | n/a      |       | $        | 0.9847     |     | $          | 0.9286  |       | $       | 0.9424     |    | $          | 0.9291 |   | $ | 0.8983 |   |
| 2006 |       | $        | 0.9693     |     | $          | 0.9888   |       | $       | 1.0245     |    | $          | 1.0621  |       | $ | 1.0737 |   | $ | 1.0616 |   |
|      |            |          |            |          |            |          |            |         |            |         |            |         |            |  |  |  |  |  |  |

 

Class C

|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr** | ** ** | **May** | ** ** | **Jun** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|---------|------------|---------|------------|---------|------------|
| 2005 |       | n/a      |       | $        | 0.9839     |     | $          | 0.9271  |       | $       | 0.9401     |    | $          | 0.9260 |   | $ | 0.8946 |   |
| 2006 |       | $        | 0.9597     |     | $          | 0.9781   |       | $       | 1.0125     |    | $          | 1.0484  |       | $ | 1.0574 |   | $ | 1.0452 |   |
|      |            |          |            |          |            |          |            |         |            |         |            |         |            |  |  |  |  |  |  |

 

Class D

|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr** | ** ** | **May** | ** ** | **Jun** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|---------|------------|---------|------------|---------|------------|
| 2005 |       | n/a      |       | n/a      |       | n/a      |       | $       | 1.0161     |    | $          | 1.0031  |       | $ | 0.9710 |   |
| 2006 |       | $        | 1.0585     |     | $          | 1.0812   |       | $       | 1.1222     |    | $          | 1.1632  |       | $ | 1.1780 |   | $ | 1.1566 |   |
|      |            |          |            |          |            |          |            |         |            |         |            |         |            |  |  |  |  |  |  |

 

Class I

|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr** | ** ** | **May** | ** ** | **Jun** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|---------|------------|---------|------------|---------|------------|
| 2005 |       | n/a      |       | $        | 0.9850     |     | $          | 0.9292  |       | $       | 0.9433     |    | $          | 0.9303 |   | $ | 0.8998 |   |
| 2006 |       | $        | 0.9745     |     | $          | 0.9944   |       | $       | 1.0310     |    | $          | 1.0683  |       | $ | 1.0798 |   | $ | 1.0686 |   |
|      |            |          |            |          |            |          |            |         |            |         |            |         |            |  |  |  |  |  |  |

 

----

(1) Represents Net Asset Value per unit for all otherpurposes as discussed in Note 2 to the Financial Statements.

Performance Summary

January 1, 2006 to June 30, 2006

January 1, 2006 to March 31, 2006

The Fund posted anoverall gain for the quarter with interest rates, energy, and metal sectorsposting gains while agricultural and currencies sectors posted losses.

 The interest rate sector was the mostprofitable for the Fund.  Although theFund was generally net short, the best performer in Short Rate Asset Allocationwas a long position in the Canadian market. In addition, the Fund was modestlyprofitable in a short position in Eurodollar futures. These positions continuedto be profitable through mid-quarter as the market priced in roughly one moreU.S. Federal Reserve tightening than had been anticipated in January. Our othermajor short term interest rate position, short Euribor (Euro denominated threemonth interest rate) futures, was modestly profitable as well as the consensusshifted to expect still stronger economic growth in Europe. Interest rates wentup at the end of the quarter and the strategy was short fixed income. Inparticular, the Fund was short and did well in German bunds, Euribor andEurodollars.

9

----

The energy sector posted the second highest profit for the Fund.  The best performer for the Fund was a shortposition in natural gas. A continued mild winter in the U.S. has contributed tolower prices. Excellent performance mid-quarter was mainly due to the energymarkets, most of which were short. In particular, natural gas futures droppedaround 30%. However, by the end of the quarter, the energy sector shortpositions adversely affected the Fund.

 

The metals sectorposted profits for the Fund. Profits were generated in the metals sector eventhrough a volatile climate. The quarter ended with the bullish speculativeenvironment fueling long term trends.

The agriculturalsector posted losses for the Fund. The agricultural market was soft whichattributed to the difficult trading environment resulting in the Fund postinglosses for this sector.

The currencysector was the least profitable for the Fund. Currency Asset Allocationcontinued to struggle the beginning of the quarter losing money in shortpositions in the Australian dollar. The Fund has closed out all currencypositions and will probably not re-enter until the U.S. dollar shifts tonegative momentum.

April 1, 2006 to June 30, 2006

The Fund posted an overallgain for the quarter with interest rate, metals, currency and energy sectorsposting gains while the agricultural sector posted a loss.

The interest rate sectorwas the most profitable for the Fund. The Bond Asset Allocation posted profits for the Fund due to shortpositions in German bunds. German bunds decreased in price as the EuropeanCentral Bank continued to ruminate about the possibility of inflation ratesabove levels the bank is comfortable with. However, long-term bonds were theworst performer mid-quarter with most of the losses coming from a shortposition in the German bund. The likelihood of an extended interest rateadvantage for the U.S. dollar was one factor behind its rally at the end of thequarter. The quarter ended with modest contributions with returns short in theU.S. and Euro-zone interest rates.

The metals sector postedthe second highest profit for the Fund. Base metals produced around 0.8% returnon NAV at the beginning of the quarter despite having only roughly a 2% risk allocation.  The best performing position for the Fund wasto have a long position in both aluminum and copper with copper posting thehighest gains for the Fund. As the metal prices increased, the mid-quarterstrategy to cut positions to keep a constant dollar exposure worked out welldue to the fact this was done when prices were near their peaks. Base metalmarkets contributed a great deal of volatility as long-standing in the coppermarket was down 15% at the end of the quarter. However, by the end of thequarter the effect on the returns was small.

The currency sectorposted profits for the Fund. The Currency Asset Allocation portfolio, in U.S.dollar terms, was long British pounds and Japanese yen and short Australiandollars, with a net U.S. dollar short. This position was profitable as the U.S.dollar declined against the major currencies. The strategy with long positionsin the British pound produced most of the gain mid-quarter offsetting losses inthe Australian dollar. International value had difficulty in the currencymarkets quarters-end in the long Japanese yen/short U.S. dollar position thatreversed May’s gains. The quarter ended with the currency markets expecting theend of the U.S. Federal Reserve’s current tightening cycle to be further awaythan previously thought.

The energy sector postedprofits for the Fund. The energy sector posted profits for the Fund during avery volatile period on the Iran/U.S./Europe “Nuclear Standoff”.  The end of the quarter, once again, forcedthe sector into a period of increased volatility, as both military andterrorist activities in the key energy production areas led to rising energyprices.

10

----

The agricultural sectorposted losses for the Fund. The agricultural market was soft which attributedto the difficult trading environment resulting in the Fund posting losses forthis sector.

February 1, 2005 to June 30, 2005

February 1, 2005 to March 31, 2005

The Fund posted aloss for the first quarter of 2005.  Thecurrency and interest rate sectors were unprofitable while the energy sectorposted a small profit for the quarter.

The largest losseswere in the Currency Asset Allocation sector and the Short Rate AssetAllocation sector.  The Fund was longEurodollars, which dropped in price, and short in the European markets, whichrose in price.  This occurred because themodels identified the term structure as over discounting future rateincreases.  Despite that, U.S. rates wentup and European rates went down.  TheFund is long the U.S. and short Europe, with a short bias.

In the currencymarket, solid gains were posted, at the beginning of the period, due to thelong Sterling/short U.S. dollar position. The currency positions were left unchanged in February.  A current important driver of this positionis the United States’ poor balance of payments position.  In March, the U.S. dollar rallied strongly asthe U.S. economy remained strong and the U.S. Federal Reserve spoke openlyabout inflation concerns.  Inflation isgenerally bad for a country’s currency but in this case the market interpretedthese statements as a signal that short-term rates would rise more thanexpected.  Rising interest rates tend tobe supportive of a country’s currency. Losses were incurred in the British pound and the Japanese yen.  Toward the end of the period, the Fundreduced its exposure to the U.S. dollar as the momentum shifted by cutting theBritish pound and Japanese yen positions and going more short with theEuro.  The Fund currently has a smallshort U.S. dollar exposure.

The interest ratesector had the greatest loss for the Fund. The Fund began trading in February and had lackluster performance inshort-term interest rates.  Though theFund was net short on these instruments globally in February, it was long U.S.short-term interest rates which decreased in price more than the shorts.  Over the course of the month, the Fund addedmodestly to its net short position, and continued to adjust the short interestrate position more often than was typical for their trading program.

April 1, 2005 to June 30, 2005

The Fund posted aloss for the second quarter of 2005. Losses were posted in all sectors.

The interest ratesector posted a small loss for the Fund. The Short Rate Asset Allocation model benefited from the rally at thefront end of the U.S. yield curve during the beginning of the quarter, thoughthese gains were largely offset by losses sustained early on by being shortEuribor futures.  Growth expectations forEurope were again reduced leading to a rally in Euro denominated fixedincome.  The Euribor short was removedand the Fund was left with an average sized net long position in global terminterest rates.  Mid-quarter, the shortrate model proved to be moderately profitable as a basket of long positions inthe United States, the United Kingdom, and Canada did well.  In the U.S., the Fund had good timing as itincreased its position after the strong U.S. employment report.  The Eurodollars recovered completely and theFund took long positions in the short end of the yield curve, primarily in theU.S.  In the bond markets, there remaineda battle between fundamentals and momentum. The end of the quarter saw poor performance in many of the Fund’sstrategies.  The Bond Asset Allocationstrategy had a brief short position, expressed mainly in Japanese governmentbonds, which was unprofitable.  Modestshort positions were taken in the Japanese, German, and Australian governmentbond markets and money was lost on being short the short term interest rates inJune.  The expectation in the markets wasfor the Euro denominated short term interest rates to go down in price and upin rate.  In June,

11

----

European growthagain disappointed and speculation began to build about a European Central Bankrate cut.

The Fund posted aloss in the energy sector.  The quarterbegan with a gain because the Fund added additional fundamental information tothe crude oil trading that it had long included in the trend analysis componentof international value.  The Fundcontinued to trade this market with a systematic, or model based, approach butthe importance of the technical component decreased.  The Fund then focused its research on realcommodities.  It continued to move thenon-financials it traded over to fundamental models, most recently naturalgas.  The research is continued with thegoal of moving more energy contracts to this mixed fundamental and technicalframework.

The currency sector was the poorest performing sectorfor the quarter.  The Currency AssetAllocation strategy led International Value higher in April thanks to U.S.dollar weakness against the Japanese yen and U.K. sterling.  The Fund added to its position to create alarge U.S. dollar short.  However, thelosses were driven by the currency model and the losses in the currency modelwere driven by the Fund’s long Japanese yen position.  The U.S. dollar appreciated mid-quarter as aresult of economic strength in the U.S. The Euro, in particular, suffered because of continued economic weaknessand concerns about the fate of the European constitution.  Related to this, interest rate differentialscontinued to move in favor of the U.S. currency.  However, the Fund’s models identified thebalance of payments imbalances that the U.S. suffers relative to the rest ofthe world as a major negative factor for the U.S. dollar.  As a result, the Fund retains its longJapanese yen position against being short the U.S. dollar and the Euro.

Item 3.   Quantitative and Qualitative DisclosuresAbout Market Risk

Not applicable

Item4. Controls and Procedures

MLAI, the Sponsorof ML Cornerstone FuturesAccess LLC, with the participation of the Sponsor’sChief Executive Officer and the Chief Financial Officer, has evaluated theeffectiveness of the design and operation of its disclosure controls andprocedures with respect to the Fund as of the end of the period of thisquarterly report, and, based on this evaluation, has concluded that thesedisclosure controls and procedures are effective.  Additionally, there were no significantchanges in the Fund’s internal controls or in other factors that couldsignificantly affect these controls subsequent to the date of this evaluation,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

12

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PART II - OTHERINFORMATION

Item1.            Legal Proceedings

Neither the Fund nor MLAI has ever been the subjectof any material litigation.  MerrillLynch is the 100% indirect owner of MLAI, MLPF&S and all other MerrillLynch entities involved in the operations of the Fund.  Merrill Lynch as well as certain of itssubsidiaries and affiliates have been named as defendants in civil actions,arbitration proceedings and claims arising out of their respective businessactivities. Although the ultimate outcome of these actions cannot be predictedat this time and the results of legal proceedings cannot be predicted withcertainty, it is the opinion of management that the result of these matterswill not be materially adverse to the business operations or the financialcondition of MLAI or the Fund.
| Item  2. | Changes in Securities and Use of Proceeds                                                                                                                                                      |   |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|     |                                                                                                                                                                                           |   |
|     | (a)                                None. |   |
|     | (b)                               None.       |   |
|     | (c)                                None. |   |
|     | (d)                               None.       |   |
|     |                                                                                                                                                                                           |   |
| Item 3.  | Defaults Upon Senior Securities                                                                                                                                                                |   |
|     |                                                                                                                                                                                           |   |
|     | None.                                                                                                                                                                                          |   |
|     |                                                                                                                                                                                           |   |
| Item 4.  | Submission of Matters to a Vote of Security Holders                                                                                                                                            |   |
|     |                                                                                                                                                                                           |   |
|     | None.                                                                                                                                                                                          |   |
|     |                                                                                                                                                                                           |   |
| Item 5.  | Other Information                                                                                                                                                                              |   |
|     |                                                                                                                                                                                           |   |
|     | None.                                                                                                                                                                                          |   |

13

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Item 5(a).                     Recent Sales of UnregisteredSecurities:  Uses of Proceeds FromRegistered Securities:

Issuance toaccredited investors pursuant to Regulation D and Section 4(6) under theSecurities Act.  The selling agent of thefollowing Class of Units was MLPF&S.

CLASS A

 
|            | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** **       | ** ** |
|------------|------------|------------------|------------|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       | Jan-06     |             |       | $          | 641,544    |             | 666,055    |   | $ | 0.9632 |   |
|       | Feb-06     |             |       | 306,145    |       | 315,841          |       | 0.9693 |   |
|       | Mar-06     |             |       | 1,054,763  |       | 1,066,710        |       | 0.9888 |   |
|       | Apr-06     |             |       | 934,029    |       | 911,693          |       | 1.0245 |   |
|       | May-06     |             |       | 645,425    |       | 607,688          |       | 1.0621 |   |
|       | Jun-06     |             |       | 1,721,920  |       | 1,603,725        |       | 1.0737 |   |
|       | Jul-06     |             |       | 1,263,049  |       | 1,189,760        |       | 1.0616 |   |
|            |            |                  |            |            |            |                  |            |  |  |  |  |

 

CLASS C

 
|            | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** **       | ** ** |
|------------|------------|------------------|------------|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       | Jan-06     |             |       | $          | 3,822,939  |             | 4,005,594  |   | $ | 0.9544 |   |
|       | Feb-06     |             |       | 2,749,933  |       | 2,865,409        |       | 0.9597 |   |
|       | Mar-06     |             |       | 5,091,868  |       | 5,205,877        |       | 0.9781 |   |
|       | Apr-06     |             |       | 5,905,887  |       | 5,832,975        |       | 1.0125 |   |
|       | May-06     |             |       | 6,422,893  |       | 6,126,376        |       | 1.0484 |   |
|       | Jun-06     |             |       | 6,793,483  |       | 6,424,705        |       | 1.0574 |   |
|       | Jul-06     |             |       | 7,564,743  |       | 7,237,603        |       | 1.0452 |   |
|            |            |                  |            |            |            |                  |            |  |  |  |  |

 

CLASS D

 
|            | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** **       | ** ** |
|------------|------------|------------------|------------|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       | Jan-06     |             |       | $          | —     |             | —     |   | $ | 1.0506 |   |
|       | Feb-06     |             |       | —     |       | —           |       | 1.0585 |   |
|       | Mar-06     |             |       | —     |       | —           |       | 1.0812 |   |
|       | Apr-06     |             |       | 300,000    |       | 267,332          |       | 1.1222 |   |
|       | May-06     |             |       | —     |       | —           |       | 1.1632 |   |
|       | Jun-06     |             |       | 1,649,999  |       | 1,400,679        |       | 1.1780 |   |
|       | Jul-06     |             |       | 577,101    |       | 498,963          |       | 1.1566 |   |
|            |            |                  |            |            |            |                  |            |  |  |  |  |

 

CLASS I

 
|            | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** **       | ** ** |
|------------|------------|------------------|------------|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       | Jan-06     |             |       | $          | 97,927     |             | 101,164    |   | $ | 0.9680 |   |
|       | Feb-06     |             |       | 249,000    |       | 255,516          |       | 0.9745 |   |
|       | Mar-06     |             |       | 148,873    |       | 149,711          |       | 0.9944 |   |
|       | Apr-06     |             |       | 1,193,282  |       | 1,157,403        |       | 1.0310 |   |
|       | May-06     |             |       | 437,997    |       | 409,994          |       | 1.0683 |   |
|       | Jun-06     |             |       | 941,854    |       | 872,248          |       | 1.0798 |   |
|       | Jul-06     |             |       | 1,686,809  |       | 1,578,522        |       | 1.0686 |   |
|            |            |                  |            |            |            |                  |            |  |  |  |  |

 

Item 6.    Exhibits

The following exhibitsare incorporated by reference or are filed herewith to this Quarterly Report onForm 10-Q:

31.01 and

31.02                                             Rule 13a-14(a)/15d-14(a) Certifications

Exhibit 31.01

and 31.02:                   Are filed herewith.

32.01 and

32.02                                             Section 1350 Certifications

Exhibit 32.01

and 32.02                      Are filed herewith.

14

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**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.

ML CORNERSTONEFUTURESACCESS LLC

 
|                  | By: MERRILL LYNCH ALTERNATIVE |
|-----------------------|-------------------------------|
|                  | INVESTMENTS LLC               |
|                  |                          | (General Partner) |
|                  |                          |   |
|                  |                          |   |
| Date: August 14, 2006 | By                            | /s/ BENJAMIN WESTON |   |
|                  |                          | Benjamin Weston |
|                  |                          | Chief Executive Officer and President |
|                  |                          | (Principal Executive Officer) |
|                  |                          |   |
|                  |                          |   |
| Date: August 14, 2006 |                          |   |
|                  | By                            | /s/ MICHAEL L. PUNGELLO |   |
|                  |                          | Michael L. Pungello |
|                  |                          | Vice President and Chief Financial Officer |
|                  |                          | (Principal Financial and Accounting Officer) |
|                       |                               |  |  |  |  |

 

15

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