UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

             Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                        For Quarter Ended: March 31, 2006


                             Commission File Number:



                           INTERIM CAPITAL CORPORATION
                           ---------------------------
             (Exact name of registrant as specified in its charter)


            Nevada                                                02-0638350
            ------                                                ----------
   (State or Jurisdiction of                                (IRS Employer ID No)
Incorporation or Organization)

         3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89109
         --------------------------------------------------------------
               (Address of principal executive office) (zip code)


                                 (972) 745-3020
                                 --------------
                           (Issuer's telephone number)


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  periods as the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X  No
                                      ---   ---

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

The number of shares  outstanding of registrant's  common stock, par value $.001
per share, as of March 31, 2006 was 10,505,000 shares.






<PAGE>

                           Interim Capital Corporation

                                      INDEX

                                                                            Page
                                                                             No.
                                                                            ----
Part I    Financial Information (unaudited)

  Item 1. Condensed Financial Statements

          Balance Sheets as of March 31, 2006 and December 31, 2005            3
          Statements of Operations - For the Three Months Ended March 31,
          2006  and 2005                                                       5
          Statement of Changes in Stockholder's Equity - For the Three
          Months Ended March 31, 2006                                          6
          Statements of Cash Flows - For the Three Months Ended March 31,
          2006 and 2005                                                        7
          Schedule of Investments as of March 31, 2006                         9
          Notes to Financial Statements                                       10
  Item 2. Managements Discussion and Analysis of Financial Condition and
          Results of Operations                                               15
  Item 3. Quantitative and Qualitative Disclosure about Market Risk           21
  Item 4. Controls and Procedures                                             21

Part II   Other Information

  Item 1. Legal Proceedings                                                   22
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds         22
  Item 3. Defaults Upon Senior Securities                                     22
  Item 4. Submission of Matters to a Vote of Security Holders                 22
  Item 5. Other Information                                                   22
  Item 6. Exhibits                                                            22
  Signatures
  Exhibits











                                       2
<PAGE>

                   PART I - FINANCIAL INFORMATION (UNAUDITED)

ITEM 1:  CONDENSED FINANCIAL STATEMENTS

                           INTERIM CAPITAL CORPORATION
                                  BALANCE SHEET
                                 MARCH 31, 2006
                                   (UNAUDITED)


                                     Assets
                                     ------

Investments:
Investments in equity securities of unaffiliated issuers,
at fair value (cost of $67,113)                                     $    33,750
                                                                    -----------

Total Investments                                                        33,750

Cash                                                                     22,677
Notes receivable - Related Parties                                        4,234
Prepaid federal income taxes                                              2,837
                                                                    -----------

Total Assets                                                        $    63,498
                                                                    ===========


                      Liabilities and Stockholders' Equity
                      ------------------------------------


Liabilities                                                         $      --

Commitments and Contingencies

Stockholders' Equity:
Common stock, $.001 par value, 200,000,000 shares authorized,
10,505,000 shares issued and outstanding                                 10,505
Additional paid-in capital                                               51,175
Retained earnings                                                        35,181
Net unrealized depreciation on investments                              (33,363)
                                                                    -----------

Total Stockholders' Equity                                               63,498
                                                                    -----------

Total Liabilities and Stockholders' Equity                          $    63,498
                                                                    ===========





                                       3
<PAGE>

                           INTERIM CAPITAL CORPORATION
                                  BALANCE SHEET
                                DECEMBER 31, 2005

                                     Assets
                                     ------

Current Assets:
Cash                                                                 $    60,379
Prepaid expenses                                                           4,707
                                                                     -----------

Total Current Assets                                                      65,086
                                                                     -----------

Other Assets:
Investments - stocks                                                      66,112
                                                                     -----------

Total Other Assets                                                        66,112
                                                                     -----------


Total Assets                                                         $   131,198
                                                                     ===========


                      Liabilities and Stockholders' Equity
                      ------------------------------------


Current Liabilities
Federal income taxes payable                                         $    11,353
                                                                     -----------

Total Current Liabilities                                                 11,353
                                                                     -----------

Total Liabilities                                                         11,353
                                                                     -----------


Stockholders' Equity:
Common stock, $.001 par value, 200,000,000 shares authorized,
10,505,000 shares issued and outstanding                                  10,505
Additional paid-in capital                                                51,175
Retained earnings                                                         58,165
                                                                     -----------

Total Stockholders' Equity                                               119,845
                                                                     -----------


Total Liabilities and Stockholders' Equity                           $   131,198
                                                                     ===========





                                       4
<PAGE>
<TABLE>
<CAPTION>

                           INTERIM CAPITAL CORPORATION

                            STATEMENTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

                                                                                  Prior to becoming a
                                                                                  Business Development
                                                                                        Company
                                                                                  --------------------
                                                           Three Months Ended      Three Months Ended
                                                             March 31, 2006          March 31, 2005
                                                          --------------------    --------------------
<S>                                                       <C>                     <C>

Operating income:
Consulting                                                $             40,000    $             28,200
                                                          --------------------    --------------------

Operating expenses:
Advertising                                                              1,625                     750
Compensation and benefits                                               18,500                   8,982
Consulting                                                                --                    20,667
General and administrative                                              23,549                  19,778
Professional fees                                                        6,591                   9,650
                                                          --------------------    --------------------
Total operating expenses                                                50,265                  59,827
                                                          --------------------    --------------------

Operating income (loss) before income taxes                            (10,265)                (31,627)
                                                          --------------------    --------------------

Provision (benefit) for income taxes:
Current tax provision (benefit) - federal                                9,678                  (3,451)
Current tax provision (benefit) - state                                  3,041                    --
Deferred tax provision (benefit)                                          --                      (832)
                                                          --------------------    --------------------
Total tax provision (benefit)                                           12,719                  (4,283)
                                                          --------------------    --------------------

Net operating income (loss)                                            (22,984)                (27,344)
                                                          --------------------    --------------------

Net realized and unrealized gain (loss) on investments:
Realized gains (losses) on investments                                    --                      --
Net change in unrealized appreciation (depreciation)
on investments                                                         (33,363)                   --
                                                          --------------------    --------------------
Net gain (loss) on investments                                         (33,363)                   --
                                                          --------------------    --------------------

Net increase (decrease) in stockholders' equity
resulting from operations                                 $            (56,347)   $            (27,344)
                                                          ====================    ====================

Income (loss) per share:
Basic                                                     $             (0.005)   $             (0.003)
Diluted                                                   $             (0.005)   $             (0.003)

Weighted average common shares outstanding:
Basic                                                               10,505,000              10,826,000
Diluted                                                             10,505,000              10,826,000
</TABLE>





                                       5
<PAGE>
<TABLE>
<CAPTION>


                           INTERIM CAPITAL CORPORATION

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006
                                   (UNAUDITED)

                                                            Additional                  Net Unrealized       Total
                                    Common Stock             Paid in        Retained     Appreciation     Stockholders'
                               Shares          Amount        Capital        Earnings    on Investments       Equity
                             ------------------------------------------------------------------------------------------
<S>                          <C>            <C>            <C>            <C>           <C>               <C>
Balance, December 31, 2005    10,505,000    $    10,505    $    51,175    $    58,165   $         --      $     119,845

Net increase (decrease) in
stockholders' equity
resulting from operations        (22,984)       (33,363)       (56,347)
                             ------------------------------------------------------------------------------------------

Balance, March 31, 2006       10,505,000    $    10,505    $    51,175    $    35,181   $      (33,363)   $      63,498
                             ==========================================================================================
</TABLE>
























                                       6
<PAGE>
<TABLE>
<CAPTION>


                           INTERIM CAPITAL CORPORATION
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)



                                                                    Prior to becoming a
                                                                    Business Development
                                                                          Company
                                                                    --------------------
                                             Three Months Ended      Three Months Ended
                                               March 31, 2006          March 31, 2005
                                            --------------------    --------------------
<S>                                         <C>                     <C>
Cash flows from operating activities:

Cash received from customers                $             40,000    $             28,200
Cash paid to suppliers                                   (34,130)                (73,999)
Cash paid to employees                                   (18,500)                 (6,947)
Interest paid                                               --                      --
Income taxes paid                                        (24,072)                 (4,469)
                                            --------------------    --------------------

  Net cash used by operating activities                  (36,702)                (57,215)
                                            --------------------    --------------------

Cash flows from investing activities:

 Investment in equity securities                          (1,000)                   --
                                            --------------------    --------------------

  Net cash used by investing activities                   (1,000)                   --
                                            --------------------    --------------------

Cash flows from financing activities:

 Stock subscription receivable                              --                    40,000
                                            --------------------    --------------------

  Net cash provided by financing activities                 --                    40,000
                                            --------------------    --------------------

Net decrease in cash                                     (37,702)                (17,215)

Cash at beginning of the period                           60,379                  33,531
                                            --------------------    --------------------

Cash at end of the period                   $             22,677    $             16,316
                                            ====================    ====================
</TABLE>





                                       7
<PAGE>
<TABLE>
<CAPTION>

                           INTERIM CAPITAL CORPORATION
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)



                                                                          Prior to becoming a
                                                                          Business Development
                                                                                Company
                                                                          --------------------
                                                   Three Months Ended      Three Months Ended
                                                     March 31, 2006          March 31, 2005
                                                  --------------------    --------------------
<S>                                               <C>                     <C>
Reconciliation of net income (loss) to net cash
used by operating activities:

Net increase (decrease) in stockholders' equity
  resulting from operations                       $            (56,347)   $            (27,344)

Adjustments to reconcile net income (loss)
 to net cash used by operating activities:
  Net change in unrealized depreciation
   (appreciation) on investments                                33,363                    --
Deferred tax asset                                                --                      (832)
(Increase) decrease in receivables                              (5,161)                (21,119)
(Increase) decrease in prepaid expenses                          2,796                  (4,469)
Increase (decrease) in accrued taxes                           (11,353)                 (3,451)
                                                  --------------------    --------------------

Net cash used by operating activities             $            (36,702)   $            (57,215)
                                                  ====================    ====================
</TABLE>





















                                       8
<PAGE>
<TABLE>
<CAPTION>

INTERIM CAPITAL CORPORATION
SCHEDULE OF INVESTMENTS
(UNAUDITED)

                                                                                                       March 31, 2006
                                                              Title of Security   Percentage of   -------------------------
  Portfolio Company                      Industry              Held by Company     Class Held         Cost      Fair Value
  -----------------                      --------             -----------------   -------------   -----------   -----------
<S>                                      <C>                  <C>                 <C>             <C>           <C>
Investments in equity
  securities of unaffiliated
  issuers:

Brinkman Outdoors, Inc.            Sporting & Athletic Goods     Common Stock         < 1%        $       113   $     2,250

Chanticleer Holdings, Inc.         Management Investment
                                   Company                       Common Stock         < 1%              1,000         1,250

Saguaro Holdings Corp.             Oil & Gas Remediation &
                                   Treatment                     Common Stock            1%            65,000        29,250

Elitegroup Ventures Nevada, Inc.   Real Estate                   Common Stock         < 1%              1,000         1,000
                                                                                                  -----------   -----------

  Total investments                                                                               $    67,113   $    33,750
                                                                                                  ===========   ===========
</TABLE>























                                       9
<PAGE>

                           INTERIM CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Business and Operations
Interim Capital Corporation (the Company) was incorporated under the laws of the
state of Nevada on November 12, 2002. The Company was formed to assist  emerging
companies in capital formation.

On February 14, 2006,  the Company  filed a  notification  on Form N54a with the
U.S.  Securities and Exchange  Commission  (SEC),  indicating its election to be
regulated as a business  development company under the Investment Company Act of
1940, as amended. Under this election, the Company has been organized to provide
investors with the opportunity to  participate,  with a modest amount in venture
capital,  in investments that are generally not available to the public and that
typically require substantially larger financial  commitments.  In addition, the
Company will  provide  professional  management  and  administration  that might
otherwise be unavailable to investors if they were to engage directly in venture
capital investing.

Unaudited Interim Financial Statements Basis of Presentation
Although  the nature of the  Company's  operations  and its  reported  financial
position,  results  of  operations,  and its cash flows are  dissimilar  for the
periods  prior to and  subsequent  to its becoming an  investment  company,  its
financial  position  for the three  months  ended  March 31, 2006 and year ended
December  31,  2005  and its  operating  results,  cash  flows  and  changes  in
stockholders'  deficit for the three  months ended March 31, 2006 and year ended
December  31,  2005  are  presented  in the  accompanying  financial  statements
pursuant  to  Article  6  of  Regulation  S-X.  In  addition,  the  accompanying
footnotes,  although  different  in nature as to the  required  disclosures  and
information  reported therein,  are also presented as they relate to each of the
above referenced periods.

Interim  financial   statements  are  prepared  in  accordance  with  accounting
principles  generally accepted in the United States (GAAP) for interim financial
information  and  pursuant to the  requirements  for  reporting on Form 10-Q and
Article 10 of Regulation  S-X.  Accordingly,  certain  disclosures  accompanying
annual financial statements prepared in accordance with GAAP are omitted. In the
opinion of management,  all adjustments,  consisting  solely of normal recurring
accruals,  necessary for the fair  presentation of financial  statements for the
interim periods have been included.  The current  period's results of operations
are not  necessarily  indicative of results that  ultimately may be achieved for
the year. The interim unaudited financial statements and notes thereto should be
read in conjunction with the financial  statements and notes thereto included in
the Company's  Form 10-KSB for the fiscal year ended December 31, 2005, as filed
with the Securities and Exchange Commission.


NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Conversion to a Business Development Company
The  operating  results for the three  months  ended March 31, 2006  reflect the
Company's results as a business development company under the Investment Company
Act of 1940,  as amended,  whereas the  operating  results for the three  months
ended March 31, 2005  reflect the  Company's  results  prior to  operating  as a
business  development  company  under the  Investment  Company  Act of 1940,  as
amended.  Accounting  principles  used  in  the  preparation  of  the  financial
statements  for these two periods are different,  and therefore,  the results of
operations are not directly  comparable.  The primary  differences in accounting
principles  relate to the  carrying  value of  investments  - see  corresponding
sections below for further discussions.

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



                                       10
<PAGE>




NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings (Loss) per Share
The basic earnings  (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year. The diluted  earnings  (loss) per share is calculated by
dividing the Company's net income (loss) available to common shareholders by the
diluted  weighted  average  number of shares  outstanding  during the year.  The
diluted  weighted  average  number of shares  outstanding  is the basic weighted
number  of  shares  adjusted  as of the  first of the  year for any  potentially
dilutive debt or equity.

Income Taxes
The  Company  has  not  elected  to  be a  regulated  investment  company  under
Subchapter M of the Internal Revenue Code of 1986, as amended.  Accordingly, the
Company will be subject to U.S. federal income taxes on sales of investments for
which the fair values are in excess of their tax basis.

Income  taxes  are  accounted  for  using an asset and  liability  approach  for
financial reporting.  The Company recognizes deferred tax liabilities and assets
for the expected future tax  consequences of temporary  differences  between the
financial  statement carrying amount and the tax basis of assets and liabilities
and net operating loss and tax credit carry forwards.  Valuation  allowances are
established when necessary to reduce deferred tax assets to the amounts expected
to be realized.

Cash and Cash Equivalents
For purposes of the statements of cash flows,  the Company  considers all highly
liquid  investments  purchased with an original maturity date of three months or
less to be cash equivalents. None of the Company's cash is restricted.

Valuation of Investments (as a Business Development Company)
As a business  development company under the Investment Company Act of 1940, all
of the  Company's  investments  must be carried at market value or fair value as
determined by management for investments which do not have readily  determinable
market  values.  Prior to this  conversion,  only  marketable  debt  and  equity
securities  and certain  derivative  securities  were  required to be carried at
market value.

Beginning  January  1,  2006,  portfolio  assets  for which  market  prices  are
available  are  valued  at  those  prices.  Securities  that are  traded  in the
over-the-counter  market or on a stock exchange  generally will be valued at the
prevailing  bid  price  on  the  valuation  date.   However,   potential  future
investments  by  the  Company  may  be  acquired  through  privately  negotiated
transactions and,  therefore,  have no readily  determinable market values, thus
these  securities would be carried at fair value as determined by management and
outside  professionals  as  necessary  under  the  Company's  valuation  policy.
Currently,  the  valuation  policy  provides  for  management's  review  of  the
management  team,  financial  conditions,  and  products  and  services  of  the
portfolio company. In situations that warrant such an evaluation, an independent
business valuation may be obtained.

Value,  as defined in Section  2(a)(41) of 1940 Act, is (i) the market price for
those securities for which a market quotation is readily  available and (ii) for
all other  securities  and assets,  fair value is as determined in good faith by
management.  There is no single  standard  for  determining  fair  value in good
faith. As a result,  determining fair value requires that judgment be applied to
the specific facts and circumstances of each portfolio  investment.  The Company
must  determine  the fair value of each  individual  investment  on a  quarterly
basis.  The Company will record  unrealized  depreciation on investments when it
believes that an investment has become impaired,  including where realization of
an equity security is doubtful.  Conversely,  the Company will record unrealized
appreciation if the Company believes that the underlying  portfolio  company has
appreciated in value and,  therefore,  its  investment  has also  appreciated in
value, where appropriate.




                                       11
<PAGE>

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Valuation of Investments (as a Business  Development  Company)  (Continued) As a
business   development  company,  the  Company  invests  primarily  in  illiquid
securities  including equity securities of private  companies.  The structure of
each equity security is specifically negotiated to enable the Company to protect
its investment  and maximize its returns.  The Company  generally  includes many
terms  governing  ownership   parameters,   dilution   parameters,   liquidation
preferences,  voting rights, and put or call rights.  The Company's  investments
are  generally  subject to some  restrictions  on resale and  generally  have no
established trading market.  Because of the type of investments that the Company
makes and the nature of its business,  the Company's  valuation process requires
an analysis of various factors.  The Company's fair value  methodology  includes
the examination of, among other things, the underlying  investment  performance,
financial condition and market changing events that impact valuation.

Revenue Recognition (Prior to Becoming a Business  Development  Company) Revenue
for consulting is recorded when earned.  Revenue from investment securities sold
was recognized when the securities were sold.

Comprehensive Income
SFAS  No.  130,  Reporting  Comprehensive  Income,   establishes  standards  for
reporting  and display of  comprehensive  income and its  components  (revenues,
expenses,  gains,  and  losses)  in a  full  set  of  general-purpose  financial
statements.  It requires that all items that are required to be recognized under
accounting  standards as  components  of  comprehensive  income be reported in a
financial  statement  that is  displayed  with  the  same  prominence  as  other
financial  statements.  SFAS No. 130 requires  that an  enterprise  (a) classify
items of other comprehensive  income by their nature in financial statements and
(b) display the accumulated balance of other comprehensive  income separately in
the equity section of the balance sheet for all periods presented. The Company's
comprehensive income (loss) does not differ from its reported net income (loss).

As a business  development  company, the Company must report changes in the fair
value of its  investments  outside of its  operating  income on its statement of
operations and reflect the accumulated  appreciation or depreciation in the fair
value of its investments as a separate  component of its  stockholders'  equity.
This treatment is similar to the treatment required by SFAS No. 130.


NOTE 3 INVESTMENTS

As of March 31, 2006 investments consisted of the following:

                                                              March 31, 2006
                                                         -----------------------
                                                            Cost      Fair Value
                                                         ----------   ----------

Investments in equity securities                         $   67,113   $   33,750
                                                         ----------   ----------

Total                                                    $   67,113   $   33,750
                                                         ==========   ==========




                                       12
<PAGE>



NOTE 3 INVESTMENTS (CONTINUED)

The  composition  of Interim  Capital  Corporation's  portfolio  of publicly and
non-publicly  traded investments as of March 31, 2006 at cost and fair value was
as follows:

                                                        March 31, 2006
                                              ---------------------------------
                                                Investments      Percentage of
                                                  at Cost       Total Portfolio
                                              ---------------   ---------------

Investments in equity securities              $        67,113            100.00%
                                              ---------------   ---------------

Total                                         $        67,113            100.00%
                                              ===============   ===============



                                                        March 31, 2006
                                              ---------------------------------
                                                Investments      Percentage of
                                               at Fair Value    Total Portfolio
                                              ---------------   ---------------

Investments in equity securities              $        33,750            100.00%
                                              ---------------   ---------------

Total                                         $        33,750            100.00%
                                              ===============   ===============


Set  forth  below  are  tables  showing  the   composition  of  Interim  Capital
Corporation's  portfolio by industry  sector at cost and fair value at March 31,
2006:

                                                        March 31, 2006
                                              ---------------------------------
                                                Investments      Percentage of
Description                                       at Cost       Total Portfolio
                                              ---------------   ---------------

Sporting & Athletic Goods                     $           113              0.17%
Management Investment Company                           1,000              1.49%
Oil & Gas Remediation & Treatment                      65,000             96.85%
Real Estate                                             1,000              1.49%
                                              ---------------   ---------------

Total                                         $        67,113            100.00%
                                              ===============   ===============



                                                        March 31, 2006
                                              ---------------------------------
                                                Investments      Percentage of
Description                                    at Fair Value    Total Portfolio
                                              ---------------   ---------------

Sporting & Athletic Goods                     $         2,250              6.67%
Management Investment Company                           1,250              3.70%
Oil & Gas Remediation & Treatment                      29,250             86.67%
Real Estate                                             1,000              2.96%
                                              ---------------   ---------------

Total                                         $        33,750            100.00%
                                              ===============   ===============



                                       13
<PAGE>

NOTE 3 INVESTMENTS (CONTINUED)

Prior to  January  1, 2006 and  becoming a  business  development  company,  the
Company carried its investments in equity  securities at cost. These shares were
purchased,  for  cash,  in  private  transactions  believed  to be  exempt  from
registration  of the 1933 Act under  Section 4 (1) or Section 4 (2).  Due to the
limited  marketability  and  extremely  volatile  prices of theses thinly traded
securities,  the Company  felt a  reasonable  fair market  value was not readily
available.  However,  the  Company  disclosed  in the  notes  to  the  financial
statements the potential  unrealized gain or loss based on fair market value, as
determined  by the most recent close price as quoted on the balance  sheet date,
if available, otherwise valued at cost.


NOTE 4 RELATED PARTY TRANSACTIONS

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities as they become available. The officers and directors may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.


NOTE 5 INCOME (LOSS) PER SHARE

The  following  table sets forth the  computation  of basic and  diluted  income
(loss) per common share for the three months ended March 31, 2006 and 2005:

                                                   Three Months Ended March 31,
                                                       2006            2005
                                                   ------------    ------------
Basic
Net increase (decrease) in stockholders' equity
resulting from operations                          $    (56,347)   $    (27,344)

Weighted average common shares outstanding           10,505,000      10,826,000

Income (loss) per common share - basic             $     (0.005)   $     (0.003)

Diluted
Net increase (decrease) in stockholders' equity
resulting from operations                          $    (56,347)   $    (27,344)

Weighted average common shares outstanding           10,505,000      10,826,000

Income (loss) per common share - diluted           $     (0.005)   $     (0.003)


For the three  months  ended  March  31,  2006 and  2005,  potentially  dilutive
securities are excluded from the computation as their effect is anti-dilutive.








                                       14
<PAGE>

ITEM 2: MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This  information  statement  contains  forward-looking   statements.  For  this
purpose,  any statements  contained herein that are not statements of historical
fact may be deemed to be forward-looking statements.  These statements relate to
future  events or our  future  financial  performance.  In some  cases,  you can
identify  forward-looking  statements  by  terminology  such as  "may",  "will",
"should",   "expects",   "plans",   "anticipates",    "believes",   "estimates",
"predicts",  "potential",  "continue"  or the  negative  of such  terms or other
comparable terminology. These statements are only predictions.  Actual events or
results may differ  materially.  There are a number of factors  that could cause
our  actual  results  to  differ   materially   from  those  indicated  by  such
forward-looking statements.

Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity, performance or achievements. Moreover, we do not assume responsibility
for the accuracy and  completeness of such  forward-looking  statements.  We are
under no duty to update any of the forward-looking  statements after the date of
this  information  statement  to  conform  such  statements  to actual  results.
Management's  discussion  and analysis  should be read in  conjunction  with our
financial statements and the notes herein.

Critical Accounting Policies and Estimates
------------------------------------------

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations section discusses our financial statements,  which have been prepared
in accordance with accounting principles generally accepted in the United States
of America.  The preparation of these financial  statements  requires us to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses  during the reporting  periods.  On an on-going  basis, we
will evaluate our estimates and  judgments,  including  those related to revenue
recognition,  valuation of investments in portfolio companies, accrued expenses,
financing operations,  contingencies and litigation.  We will base our estimates
and  judgments on  historical  experience  and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying value of assets and  liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.  The most significant
accounting  estimates  inherent in the  preparation of our financial  statements
include  estimates as to the  appropriate  carrying  value of certain assets and
liabilities  which are not  readily  apparent  from other  sources,  such as the
investments in portfolio companies.

Results of Operations
---------------------

Three months ended March 31, 2006 as compared to the three months ended March
31, 2005 -

     o    During  the three  months  ended  March  31,  2006,  operating  income
          increased  $11,800  (42%) to  $40,000  from  $28,200 in the prior year
          period.  The  increase in  operating  income is a direct  result of an
          increase  in  income  from  consulting   services.   The  income  from
          consulting  services has accounted for one hundred  (100%)  percent of
          the Company's  operating  income for the first fiscal  quarter in 2006
          and 2005.

     o    During the three  months  ended  March 31,  2006,  operating  expenses
          decreased  $9,562 (16%) to $50,265  from $59,827 in the prior  period.
          The  decrease in  operating  expenses is  attributed  to a decrease in
          consulting expenses.

     o    During the first  period of 2006,  we recorded a realized  loss in the
          amount  of  $33,363,  which  is  related  to a  change  in  unrealized
          depreciation on one of the Company's investments.

Liquidity and Capital Resources
-------------------------------

     o    At March 31,  2006,  we had net assets of $63,498 as  compared  to net
          assets of $131,198 at December  31,  2005.  During the first period of
          2006, cash decreased  $37,702 to $22,677 and our investments in equity
          securities  of  unaffiliated  issuers  decreased  $32,362,  net,  from
          $66,112 to $33,750.



                                       15
<PAGE>

     o    Liabilities  have  decreased  $11,353  during  2006  from  $11,353  at
          year-end 2005 to $0 as of March 31, 2006, this change is the result of
          the Company paying federal income taxes payable from prior periods.

     o    As of March 31, 2006, we had total stockholder's  equity of $63,498 as
          compared to stockholder's equity of $119,845 at December 31, 2005. The
          decrease in stockholder's  equity is related to the Company's decrease
          in retained  earnings and  unrealized  depreciation  on the  Company's
          investments.

Net Asset Value
---------------

As a Business Development Company, certain of our activities and disclosures are
made in reference to Net Asset Value which is the value of our portfolio  assets
less debt and preferred stock.  This may be viewed,  simply and generalized,  as
the value of the Company's  assets to its common stock  shareholders.  As of the
date of the financial  information in this report, the value of our portfolio of
assets including  investments in equity  securities and cash is $63,498 and from
this,  are  subtracted  liabilities  and  debts of $0.  There  are no  shares of
preferred stock  outstanding but the rights of preferred  stockholders  would be
included if there were. The Net Asset Value is therefore $63,498.  The Net Asset
Value per Share is $.0060.

Our Plan of Operation for the Next Twelve Months
------------------------------------------------

Management's Analysis of Business

ICC will have significant  relative flexibility in selecting and structuring our
investments.  We will not be subject to many of the regulatory  limitations that
govern traditional lending institutions such as banks. We will seek to structure
our  investments  so as to take  into  account  the  uncertain  and  potentially
variable financial  performance of our portfolio  companies.  This should enable
our  portfolio  companies  to retain  access to  committed  capital at different
stages in their  development and eliminate some of the  uncertainty  surrounding
their  capital  allocation  decisions.  We will  calculate  rates of  return  on
invested capital based on a combination of up-front commitment fees, current and
deferred  interest rates and residual values,  which may take the form of common
stock,  warrants,  equity  appreciation  rights or future contract payments.  We
believe that this flexible  approach to structuring  investments will facilitate
positive,  long-term relationships with our portfolio companies and enable us to
become a  preferred  source of capital to them.  We also  believe  our  approach
should enable debt financing to develop into a viable alternative capital source
for  funding  the  growth of target  companies  that wish to avoid the  dilutive
effects of equity financings for existing equity holders.

Longer  Investment  Horizon - We will not be subject to periodic  capital return
requirements. These requirements, which are standard for most private equity and
venture  capital funds,  typically  require that these funds return to investors
the initial  capital  investment  after a  pre-agreed  time,  together  with any
capital  gains on such capital  investment.  These  provisions  often force such
funds to seek the return of their  investments  in portfolio  companies  through
mergers,  public equity  offerings or other  liquidity  events more quickly than
they  otherwise  might,  which can result in a lower overall return to investors
and adversely affect the ultimate viability of the affected portfolio companies.
Because we may invest in the same  portfolio  companies as these  funds,  we are
subject to these risks if these funds  demand a return on their  investments  in
the portfolio  companies.  We believe that our flexibility to take a longer-term
view should  help us to maximize  returns on our  invested  capital  while still
meeting the needs of our portfolio companies.

Established Deal Sourcing Network - We believe that,  through our management and
directors,  we have solid contacts and sources from which to generate investment
opportunities. These contacts and sources include:

     o    public and private companies,
     o    investment bankers,
     o    attorneys,
     o    accountants,
     o    consultants, and
     o    commercial bankers.



                                       16
<PAGE>

However,  we  cannot  assure  you  that  such  relationships  will  lead  to the
origination of debt or other investments.

Investment Criteria

As a matter of policy,  we will not purchase or sell real estate or interests in
real estate or real estate investment trusts except that we may:

     o    purchase  and  sell  real  estate  or  interests  in  real  estate  in
          connection  with  the  orderly  liquidation  of  investments,   or  in
          connection with foreclosure on collateral;
     o    own the  securities  of companies  that are in the business of buying,
          selling or developing real estate; or
     o    finance the purchase of real estate by our portfolio companies.

We will limit our  investments in more  traditional  securities  (stock and debt
instruments) and will not, as a matter of policy:

     o    sell  securities  short  except  with  regard  to  managing  the risks
          associated  with  publicly-traded  securities  issued by our portfolio
          companies;
     o    purchase  securities  on  margin  (except  to the  extent  that we may
          purchase securities with borrowed money); or
     o    engage in the purchase or sale of commodities or commodity  contracts,
          including  futures  contracts  except  where  necessary in working out
          distressed loan; or in those  investment  situations where hedging the
          risks associated with interest rate fluctuations is appropriate,  and,
          in such cases,  only after all necessary  registrations  or exemptions
          from registration  with the Commodity Futures Trading  Commission have
          been obtained.

Prospective  Portfolio  Company  Characteristics  - We have  identified  several
criteria  that we  believe  will  prove  important  in  seeking  our  investment
objective with respect to target companies.  These criteria will provide general
guidelines for our investment  decisions;  however,  we caution readers that not
all of these criteria will be met by each prospective portfolio company in which
we choose to invest.

Experienced  Management - We will generally require that our portfolio companies
have an  experienced  president  or  management  team.  We will also require the
portfolio  companies to have in place proper  incentives to induce management to
succeed and to act in concert with our interests as investors,  including having
significant  equity  interests.  We intend to  provide  assistance  in this area
either  supervising   management  or  providing  management  for  our  portfolio
companies.

Products or Services - We will seek  companies  that are involved in products or
services  that  do  not  require  significant  additional  capital  or  research
expenditures. In general, we will seek target companies that make innovative use
of proven technologies or methods.

Proprietary  Advantage - We expect to favor companies that can demonstrate  some
kind of proprietary  sustainable  advantage  with respect to their  competition.
Proprietary advantages include, but are not limited to:

     o    patents or trade secrets with respect to owning or  manufacturing  its
          products, and
     o    a  demonstrable   and   sustainable   marketing   advantage  over  its
          competition

Marketing  strategies  impose unusual  burdens on management to be  continuously
ahead of its competition, either through some kind of technological advantage or
by being continuously more creative than its competition.

Profitable or Nearly Profitable  Operations Based on Cash Flow from Operations -
We will focus on target companies that are profitable or nearly profitable on an
operating cash flow basis.  Typically, we would not expect to invest in start-up
companies unless there is a clear exit strategy in place.



                                       17
<PAGE>

Potential  for Future  Growth - We will  generally  require  that a  prospective
target  company,  in addition to  generating  sufficient  cash flow to cover its
operating  costs and service its debt,  demonstrate  an ability to increase  its
revenues and operating  cash flow over time.  The  anticipated  growth rate of a
prospective target company will be a key factor in determining the value that we
ascribe  to any  warrants  or other  equity  securities  that we may  acquire in
connection with an investment in debt securities.

Exit Strategy - Prior to making an investment  in a portfolio  company,  we will
analyze the  potential  for that company to increase the liquidity of its common
equity through a future event that would enable us to realize  appreciation,  if
any, in the value of our equity interest. Liquidity events may include:

     o    an initial public offering,
     o    a private sale of our equity interest to a third party,
     o    a merger or an acquisition of the portfolio company, or
     o    a purchase of our equity  position by the portfolio  company or one of
          its stockholders.

We may  acquire  warrants  to  purchase  equity  securities  and/or  convertible
preferred stock of the eligible portfolio companies in connection with providing
financing.  The terms of the warrants,  including the expiration date,  exercise
price and terms of the equity  security for which the warrant may be  exercised,
will be negotiated  individually with each eligible portfolio company,  and will
likely be affected by the price and terms of  securities  issued by the eligible
portfolio company to other venture  capitalists and other holders. We anticipate
that most  warrants  will be for a term of five to ten  years,  and will have an
exercise price based upon the price at which the eligible portfolio company most
recently issued its equity  securities or, if a new equity offering is imminent,
the price at which  such new  equity  securities  will be  offered.  The  equity
securities  for which the warrant  will be  exercised  generally  will be common
stock of which there may be one or more classes or convertible  preferred stock.
Substantially  all  the  warrants  and  underlying  equity  securities  will  be
restricted  securities  under the 1933 Act at the time of the issuance.  We will
generally negotiate for registration rights with the issuer that may provide:

     o    "piggyback"  registration  rights,  which will permit us under certain
          circumstances, to include some or all of the securities owned by us in
          a registration statement filed by the eligible portfolio company, or
     o    in  circumstances,  "demand"  registration  rights permitting us under
          certain  circumstances,  to require the eligible  portfolio company to
          register  the  securities  under  the 1933 Act,  in some  cases at our
          expense.  We will generally  negotiate net issuance  provisions in the
          warrants,  which will allow us to receive upon exercise of the warrant
          without  payment of any cash a net amount of shares  determined by the
          increase in the value of the issuer's  stock above the exercise  price
          stated in the warrant.

Liquidation  Value of  Assets -  Although  we do not  intend  to  operate  as an
asset-based  lender,  the prospective  liquidation  value of the assets, if any,
collateralizing  any debt securities that we hold will be an important factor in
our credit analysis. We will emphasize both tangible assets, such as:

     o    accounts receivable,
     o    inventory, and
     o    equipment,

and intangible assets, such as:

     o    intellectual property,
     o    customer lists,
     o    networks, and
     o    databases.

Investment Process

Due  Diligence  -  If a  target  company  generally  meets  the  characteristics
described above, we will perform initial due diligence, including:

     o    company and technology assessments,



                                       18
<PAGE>

     o    evaluation of existing management team,
     o    market analysis,
     o    competitive analysis,
     o    evaluation of management, risk analysis and transaction size,
     o    pricing, and
     o    structure analysis.

Much of this  work will be done by  management  and  professionals  who are well
known by management.  The criteria  delineated above provide general  parameters
for our  investment  decisions.  We intend to pursue an  investment  strategy by
further  imposing  such  criteria and reviews that best insures the value of our
investments.  As unique circumstances may arise or be uncovered, not all of such
criteria will be followed in each instance but the process  provides a guideline
by  which  investments  can be  prudently  made  and  managed.  Upon  successful
completion of the  preliminary  evaluation,  we will decide whether to deliver a
non-binding  letter of intent  and move  forward  towards  the  completion  of a
transaction.

In our review of the management team, we look at the following:

     o    Interviews with management and significant shareholders, including any
          financial or strategic sponsor;
     o    Review of financing history;
     o    Review of management's track record with respect to:
          o    product development and marketing,
          o    mergers and acquisitions,
          o    alliances,
          o    collaborations,
          o    research  and   development   outsourcing   and  other  strategic
               activities;
     o    Assessment of competition; and
     o    Review of exit strategies.

In our review of the financial conditions, we look at the following:

     o    Evaluation of future financing needs and plans;
     o    Detailed analysis of financial performance;
     o    Development of pro forma financial projections; and
     o    Review of assets and liabilities, including contingent liabilities, if
          any, and legal and regulatory risks.

In our review of the products and services of the portfolio company,  we look at
the following:

     o    Evaluation of intellectual property position;
     o    Review of existing customer or similar agreements and arrangements;
     o    Analysis of core technology;
     o    Assessment of collaborations;
     o    Review of sales and marketing  procedures;  and
     o    Assessment of market and growth potential.

Upon  completion  of these  analyses,  we will conduct  on-site  visits with the
target company's management team. Also, in cases in which a target company is at
a mature  stage  of  development  and if  other  matters  that  warrant  such an
evaluation, we will obtain an independent appraisal of the target company.

Ongoing Relationships with Portfolio Companies

Monitoring - We will  continuously  monitor our portfolio  companies in order to
determine  whether they are meeting our financing  criteria and their respective
business  plans.  We may decline to make  additional  investments  in  portfolio
companies that do not continue to meet our financing  criteria.  However, we may
choose to make additional  investments in portfolio companies that do not do so,
but we believe that we will nevertheless perform well in the future.



                                       19
<PAGE>

We will monitor the financial trends of each portfolio company to assess the
appropriate course of action for each company and to evaluate overall portfolio
quality. Our management team and consulting professionals, who are well known by
our management team, will closely monitor the status and performance of each
individual company on at least a quarterly and, in some cases, a monthly basis.

We will use several  methods of evaluating and monitoring  the  performance  and
fair value of our debt and equity  positions,  including  but not limited to the
following:

     o    Assessment  of  business   development   success,   including  product
          development,  financings,  profitability  and the portfolio  company's
          overall adherence to its business plan;
     o    Periodic and regular  contact with  portfolio  company  management  to
          discuss financial position, requirements and accomplishments;
     o    Periodic and regular formal update  interviews with portfolio  company
          management and, if appropriate, the financial or strategic sponsor;
     o    Attendance at and participation in board meetings;

     o    Review of monthly and  quarterly  financial  statements  and financial
          projections for portfolio companies.

Managerial Assistance - As a business development company, we will offer, and in
many cases may  provide,  significant  managerial  assistance  to our  portfolio
companies. This assistance will typically involve:

     o    monitoring the operations of our portfolio companies,
     o    participating in their board and management meetings,
     o    consulting with and advising their officers, and
     o    providing other organizational and financial guidance.

Investment Amounts

The  amount  of  funds  committed  to a  portfolio  company  and  the  ownership
percentage  received  will  vary  depending  on the  maturity  of the  portfolio
company,  the quality and  completeness  of the portfolio  company's  management
team,  the perceived  business  opportunity,  the capital  required  compared to
existing capital,  and the potential return.  Although  investment  amounts will
vary considerably,  we expect that the average  investment,  including follow-on
investments, will be between $25,000 and $1,000,000.

Competition

Our primary  competitors to provide  financing to target  companies will include
private  equity and venture  capital funds,  other equity and  non-equity  based
investment funds and investment banks and other sources of financing,  including
traditional  financial services companies such as commercial banks and specialty
finance companies.  Many of these entities have substantially  greater financial
and  managerial  resources  than we will have.  We believe that our  competitive
advantage  with  regard to quality  target  companies  relates to our ability to
negotiate  flexible  terms and to complete our review process on a timely basis.
We cannot assure you that we will be successful in implementing our strategies.


Off Balance Sheet Arrangements
------------------------------

     o    None.


Contractual Obligations
-----------------------

     o    None.



                                       20
<PAGE>

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's  business  activities contain elements of risk. Company management
considers  the  principal  types  of risk to be  valuations  of  investments  in
portfolio  companies  and  fluctuations  in  interest  rates.  We  consider  the
management of risk essential to conducting our business.  Accordingly,  our risk
management  systems and  procedures  are  designed  to identify  and analyze our
risks, to set appropriate  policies and limits and to continually  monitor these
risks and limits by means of reliable administrative and information systems and
other policies and programs.

As a BDC,  we plan to invest  in liquid  securities  including  debt and  equity
securities of primarily private companies. Our investments are generally subject
to restrictions on resale and generally have no established  trading market. Our
policy is to value our  investments at fair value.  There is no single  standard
for determining  fair value in good faith. As a result,  determining  fair value
requires that  judgment be applied to the specific  facts and  circumstances  of
each  portfolio  investment  while  employing a consistently  applied  valuation
process for each type of investment.

The  board of  directors  determine  fair  value to be the  amount  for which an
investment could be exchanged in an orderly disposition over a reasonable period
of time between willing parties other than in a forced or liquidation  sale. The
Company's  valuation  policy  considers the fact that no ready market exists for
substantially all of the securities in which the Company intends to invest.  The
Company's  valuation  policy  is  intended  to  provide a  consistent  basis for
determining the fair value of the portfolio.  The Company will record unrealized
depreciation on investments when the Company believes that an equity security is
doubtful or when the enterprise value of the company does not currently  support
the cost of the Company's  debt or equity  investment.  Conversely,  the Company
will  record  unrealized  appreciation  if it  determines  that  the  underlying
portfolio company has appreciated in value and, therefore,  the Company's equity
security has also  appreciated in value. The values of any investments in public
securities are determined using quoted market prices discounted for restrictions
on  resale.  Without a readily  ascertainable  market  value and  because of the
inherent  uncertainty  of  valuation,  the fair  value of the  Company's  future
investments  in  privately-held  portfolio  companies,  to be determined in good
faith by the board of directors,  may differ  significantly from the values that
would have been used had a ready  market  existed  for the  investments  and the
differences could be material.

Because the Company may borrow  money to make  investments,  the  Company's  net
investment  income before net realized and  unrealized  gains or losses,  or net
investment  income, is dependent upon the difference  between the rates at which
the Company borrows funds and the rate at which the Company invests these funds.
As a  result,  there can be no  assurance  that a  significant  change in market
interest  rates will not have a material  adverse  effect on the  Company's  net
investment  income.  In periods of rising interest rates,  the Company's cost of
funds would  increase,  which would reduce the Company's net investment  income.
The Company may use a combination  of long-term and  short-term  borrowings  and
equity capital to finance its investing activities.


ITEM 4: CONTROLS AND PROCEDURES

                      Evaluation of Controls and Procedures

The Company's board of directors and  management,  including the Chief Executive
Officer ("CEO") and Chief Financial Officer ("CFO"), evaluated the effectiveness
of the design and operation of the Company's disclosure controls and procedures,
as defined in Rule  13(a)-15(e)  and 15(d)-15(e) of the Exchange Act. Based upon
that evaluation, the Company's board of directors and management,  including the
CEO and CFO,  concluded  that, as of March 31, 2006,  the  Company's  disclosure
controls and procedures were effective in alerting  management on a timely basis
to  material  Company  information  that would be required to be included in our
periodic  filings with the SEC. Based on their most recent  evaluation as of the
Evaluation Date, the CEO and the CFO have also concluded that the other controls
and  procedures,  that are  designed to ensure that  information  required to be
disclosed in our periodic filings with the SEC, are adequate.



                                       21
<PAGE>

                           Changes in Internal Control

At the time of its  election  as a business  development  company,  the  Company
updated its  internal  controls,  the  controls had been adopted by the Board of
Directors on February 13, 2006. No failures or shortcomings  were discovered and
the updating  related to insuring that safeguards  appropriate for an investment
company  were  included  in the  Company's  internal  controls.  There  were  no
significant  changes made in the  Company's  internal  controls  over  financial
reporting  since  that time that have  materially  affected,  or are  reasonably
likely to  materially  affect,  these  internal  controls.  Thus,  no corrective
actions,  with regard to significant  deficiencies or material weaknesses,  were
necessary.

                          PART II - OTHER INFORMATION


ITEM 1:  LEGAL PROCEEDINGS

There is no current or pending  litigation,  claims or counter claims  involving
the Company as a Defendant.

The Company,  acting as General  Partner to Shocker 100 Index,  LP  ("Shocker"),
initiated litigation against Robert Taccia, Alex Tandy, Vincenzo Arcobelli,  and
Tony Cammarano  ("Taccia  Group").  Shocker's claim is that the Taccia Group did
not  perform  under  contractual  obligations.  Shocker  is asking for return of
1,200,000 shares of Mircotrakgps  common stock, return of $50,000 cash loaned to
American Beauty College of Ft. Worth,  Texas,  and attorney's  fees. The lawsuit
was filed in 2005 and no outcome can be estimated. No counterclaim has been made
against the Company in this action and we do not believe  that there  exists any
claim or  counterclaim  which  might be made  against  the  Company.  In the 4th
Quarter of 2005, ICC sold its interest in Shocker to another entity owned by the
President.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

None.

ITEM 5: OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed with this report on Form 10-Q.

         Exhibit 31        Certifications  pursuant  to 18 U.S.C.  Section  1350
                           Section 302 of the Sarbanes-Oxley Act of 2002

         Exhibit 32        Certifications  pursuant  to 18 U.S.C.  Section  1350
                           Section 906 of the Sarbanes-Oxley Act of 2002




                                       22
<PAGE>

                                    SIGNATURE
                                    ---------

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 the
undersigned thereunto duly authorized.

                                                     INTERIM CAPITAL CORPORATION


         Date:    May 11, 2006                       By: /s/ Mark Lindberg
                                                        ------------------------
                                                         Mark Lindberg,
                                                         Chief Executive Officer






















                                       23