UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

                      For Quarter Ended: SEPTEMBER 30, 2005

                         Commission File Number: 0-29507


                              INTERIM CAPITAL CORP
                           --------------------------
             (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].

The number of shares outstanding of registrant's  common stock, par value $0.001
per share, as of September 30, 2005 was 10,826,000 shares.

<PAGE>

INTRODUCTION

This report contains forward-looking statements and the Company's actual results
could  differ  materially  from  those  anticipated  in  these  forward  looking
statements as a result of numerous factors,  including those set forth below and
elsewhere in this report.

PART I FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

The interim  financial  statements  included  herein  have been  prepared by the
Company,  without audit, pursuant to the rules and regulations of the Securities
and Exchange  Commission.  Certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations,  although  the  Company  believes  that  the  disclosures  made are
adequate to make the information presented not misleading.  It is suggested that
the condensed  consolidated interim financial statements are read in conjunction
with the financial  statement  and the notes  thereto  included in the Company's
Form 10SB filing.  The accompanying  consolidated  interim financial  statements
have been prepared,  in all material respects,  in conformity with the standards
of accounting  measurements set forth in Accounting Principles Board opinion No.
28 and reflect,  in the opinion of management,  all adjustments,  which are of a
normal recurring  nature,  necessary to summarize fairly the financial  position
and results of operations  for such periods.  The results of operations for such
interim periods are not necessarily indicative of the results to be expected for
the full year.











<PAGE>

                           INTERIM CAPITAL CORPORATION
                                  BALANCE SHEET
                               SEPTMEBER 30, 2005

                                    UNAUDITED

                                     Assets
                                     ------

                                                                  2005
                                                                -------
Current assets:
     Cash                                                       $27,847
     Prepaid expenses                                                28
                                                                -------

         Total current assets                                    27,875
                                                                -------

Other assets:
     Investments - stocks                                        65,113
                                                                -------

         Total other assets                                      65,113
                                                                -------

         Total assets                                           $92,988
                                                                =======


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

Current liabilities:
     Federal income taxes payable                               $ 3,409
                                                                -------

         Total current liabilities                                3,409
                                                                -------

Stockholders' equity:
     Common stock, $.001 par value, 200,000,000 shares
         authorized, 10,826,000 shares issued and outstanding    10,826
     Additional paid-in capital                                  57,274
     Retained earnings                                           21,479
                                                                -------

         Total stockholders' equity                              89,579
                                                                -------

         Total liabilities and stockholders' equity             $92,988
                                                                =======




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

<PAGE>
<TABLE>
<CAPTION>

                           INTERIM CAPITAL CORPORATION
                            STATEMENTS OF OPERATIONS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2005 AND 2004

                                    UNAUDITED


                                  Three Months    Three Months   Nine Months     Nine Months
                                      Ended           Ended          Ended           Ended
                                     9/30/05         9/30/04        9/30/05         9/30/04
                                  ------------    ------------   ------------    ------------
<S>                               <C>             <C>            <C>             <C>

Revenues                          $       --      $     92,525   $    187,700    $    479,210
                                  ------------    ------------   ------------    ------------

Cost and Expenses:
     Consulting                           --            20,690         90,500         115,890
     Advertising                          --               200            750             200
     Compensation and benefits          10,063          23,958         29,187          34,425
     Professional Fees                   2,163            --            9,463         117,500
     General and administrative         12,441          20,046         45,597         107,101
                                  ------------    ------------   ------------    ------------
                                        24,667          64,894        175,497         375,116

Income from operations                 (24,667)         27,631         12,203         104,094

Interest (income) expense                  (10)           --              (10)           --

Capital (gain) loss                       --            24,375         (8,100)            875
                                  ------------    ------------   ------------    ------------

Income before income taxes             (24,657)          3,256         20,313         103,219

Provisions for income
     tax (benefit) expense              (3,033)           --            4,427            --
                                  ------------    ------------   ------------    ------------

Net income (loss)                 $    (21,624)   $      3,256   $     15,886    $    103,219
                                  ============    ============   ============    ============


Income (loss) per share
     Basic                        $     (.0020)   $      .0004   $      .0015    $      .0136
     Diluted                      $     (.0015)   $      .0003   $      .0011    $      .0093
</TABLE>




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

<PAGE>
<TABLE>
<CAPTION>

                           INTERIM CAPITAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

                                    UNAUDITED

                                                                               Nine Months    Nine Months
                                                                                  Ended          Ended
                                                                                 9/30/05        9/30/04
                                                                               -----------    -----------
<S>                                                                            <C>            <C>
Cash flows from operating activities:
     Cash received from customers                                              $   168,700    $   479,210
     Cash paid to suppliers                                                       (198,373)      (319,927)
     Cash paid to employees                                                        (27,152)       (26,825)
     Interest received                                                                  10           --
     Income taxes paid                                                              (4,469)          --
                                                                               -----------    -----------

        Cash provided (used) by operating activities                               (61,284)       132,458
                                                                               -----------    -----------

Cash flows from investing activities:
     Proceeds from sale of investments                                              15,600            125
     Purchase of investments - stocks                                                 --          (72,725)
     Collections on stock subscription                                              40,000           --
                                                                               -----------    -----------

        Cash provided (used) by investing activities                                55,600        (72,600)
                                                                               -----------    -----------

Net increase (decrease) in cash                                                     (5,684)        59,858

Cash at beginning of the period                                                     33,531             76
                                                                               -----------    -----------

Cash at end of the period                                                      $    27,847    $    59,934
                                                                               ===========    ===========

Reconciliation of net income to net cash provided (used) by operating
activities:

Net income                                                                     $    15,886    $   103,219

Adjustments to reconcile net income to net cash provided (used) by operating
   activities:
     (Gain) loss on sale of investments                                             (8,100)           875
     (Increase) decrease in prepaid expenses                                           (28)          --
     (Increase) decrease in notes receivable                                       (19,000)          --
     Increase (decrease) in accrued taxes                                              (42)          --
     Increase (decrease) in other accrued liabilities                                 --           35,008
     Increase (decrease) in notes payable                                          (50,000)        (6,644)
                                                                               -----------    -----------

Net cash provided (used) by operating activities                               $   (61,284)   $   132,458
                                                                               ===========    ===========
</TABLE>





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

<PAGE>

                           INTERIM CAPITAL CORPORATION
                           ---------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------


1.       GENERAL ORGANIZATION AND BUSINESS

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.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting Basis
The basis is accounting  principles  generally  accepted in the United States of
America.

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.

On January 1, 2004 the Company issued 3,555,000 options to purchase common stock
at $0.001 per share.  These  options  are  considered  non-compensatory.  If the
optioned  shares  were  exercised  the  number of  shares  would  increase  from
10,826,000 to 14,381,000.

Dividends
The  Company  has not  adopted any policy  regarding  payment of  dividends.  No
dividends have been paid during the periods shown.

Income Taxes
The provision for income taxes is the total of the current taxes payable and the
net of the  change  in the  deferred  income  taxes.  Provision  is made for the
deferred  income  taxes  where  differences  exist  between  the period in which
transactions  affect  current  taxable income and the period in which they enter
into the determination of net income in the financial statements.

Advertising
Advertising is expensed when incurred. Advertising expense was $750 for the nine
month period ended September 30, 2005.

Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally  accepted 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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Revenue
Revenue  for  consulting  is  recorded  when  earned.  Revenue  from  investment
securities sold is recognized when the securities are sold.

<PAGE>

3.       STOCKHOLDERS' EQUITY

Common Stock
During the year 2002 the  Company  issued to its two  founders  1,000  shares of
stock each for services  rendered.  These shares were valued at $1.00 each for a
total of $2,000.

On October 10, 2003 the Company  purchased  from one of its  founders  his stock
(1,000 shares) for $6,000. The Founder was paid $1,000 in 2003 and the remainder
paid in 2004.

Sales conducted under Regulation D

On December  31,  2004,  the Company  completed  an offering of shares of common
stock in accordance  with  Regulation D, Rule 504 of the Securities Act, and the
registration  by  qualification  of the  offering  in the State of  Nevada.  The
Company sold 3,225,000 shares of common stock,  par value $0.001,  at a price of
$0.02 per share to 38 investors,  of which 37 are  unaffiliated  shareholders of
record and one is a trust managed by the Secretary,  Jason Freeman.  Mr. Freeman
disclaims  any  beneficial  ownership  in the trust,  but does  exercise  voting
control. The 37 non-affiliated  shareholders hold 3,125,000 shares of the common
stock. The one affiliated  shareholder holds 100,000 shares of common stock. The
offering  was sold for  $64,500  in cash.  All  investors  were,  at the time of
purchase, residents of the State of Nevada or the complete offer and sale of the
security was conducted in the State of Nevada as per their guidelines.

This  offering  was made in reliance  upon an  exemption  from the  registration
provisions  of the  Securities  Act of 1933,  as  amended,  in  accordance  with
Regulation  D, Rule 504 of the Act. In  addition,  this  offering  was on a best
efforts basis. In regards to the offering closed in December 2004,  listed below
are the factual circumstances which support the availability of Rule 504:

     1.   At the  time of the  offering,  the  Company  was not  subject  to the
          reporting  requirements of section 13 or section 15(d) of the Exchange
          Act. Further,  the Company is not now, nor was the Company at the time
          of the  offering,  considered to be an  investment  company.  Finally,
          since inception, the Company has pursued a specific business plan, and
          continues to do so.

     2.   The  Company  was issued a permit to sell  securities  by the State of
          Nevada,  pursuant to our application for registration by qualification
          of offering of our common  stock in that state.  The  application  for
          registration by qualification  was filed pursuant to the provisions of
          NRS 90.490, which requires the public filing and delivery to investors
          of a substantive  disclosure  document  before sale. In December 2004,
          the Company  completed an offering of shares of common stock  pursuant
          to Regulation D, Rule 504 of the  Securities  Act of 1933, as amended,
          and the registration by qualification of said offering in the State of
          Nevada,  whereby  sold  3,225,000  shares  common stock were sold to a
          total  of  38   shareholders.   The  entire   offering  was  conducted
          exclusively  in the State of Nevada,  pursuant to the permit issued by
          the State of Nevada.

     3.   The aggregate  offering price for the offering closed in December 2004
          was $64,500, all of which was collected from the offering.

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. 5.

<PAGE>

PROVISION FOR INCOME TAXES

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and  liability  approach in accounting  for income taxes.  Deferred tax
assets  and  liabilities  are  recorded  based on the  differences  between  the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not that some or all of the deferred  tax assets will not be  realized.  For the
years 2003 and prior, In the Company's  opinion,  it was uncertain  whether they
will generate  sufficient  taxable income in the future to fully utilize the net
deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax
asset  has  been  recorded.  The  total  deferred  tax  asset is  calculated  by
multiplying  a 15%  estimated  tax rate by the items  making up the deferred tax
account, the NOL. The total valuation allowance is a comparable amount.

The provision for income taxes is comprised of the net changes in deferred taxes
less the valuation  account plus the current taxes payable as shown in the chart
below.

                                                                      9/30/05
                                                                      -------

         Tax Asset from NOL (net changes)                                   0
         Valuation account                                                  0
         Current Taxes Payable                                          3,409
                  Prior year overpayment                               (1,018)
                                                                      -------
         Current Tax Expense                                          $ 4,427
                                                                      -------
6.       OPTIONS

On January 1, 2004 the  Company  issued to two of its new  employees  options to
purchase stock along with a business trust.

                  Number of shares                     Option Purchase Price
                  ----------------                     ---------------------
                  1,200,000                                           $0.001
                  1,200,000                                            0.001
                  1,155,000                                            0.001

These  options  vest 50% in six months  (July 1, 2004) and 100% on December  31,
2004.  They will expire on  December  31,  2006.  These  options are  considered
non-compensatory.


7.       THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS


     Below is a listing of the most recent accounting standards and their effect
on the Company.


SFAS 148       Accounting for Stock-Based Compensation-Transition and Disclosure


Amends FASB 123 to provide  alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.


SFAS 149       Amendment of Statement 133 on Derivative  Instruments and Hedging
               Activities

<PAGE>

This  Statement  amends and  clarifies  financial  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives)  and for  hedging
activities under FASB Statement No. 133,  Accounting for Derivative  Instruments
and Hedging Activities.


SFAS 150       Financial  Instruments with  Characteristics  of both Liabilities
               and Equity


This  Statement  requires that such  instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial  instruments entered into
or modified after May 31, 2003.


Interpretation No. 46 (FIN 46)

Effective  January 31, 2003, The Financial  Accounting  Standards Board requires
certain variable interest entities to be consolidated by the primary beneficiary
of  the  entity  if  the  equity  investors  in  the  entity  do  not  have  the
characteristics  of a continuing  financial  interest or do not have  sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties. The Company has not invested
in any such entities, and does not expect to do so in the foreseeable future.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's financial position, results or operations, or cash flows.

8.       INVESTMENTS

The Company purchased shares, for cash, in private  transactions  believed to be
exempt from registration of the 1933 Act under Section 4 (1) or Section 4 (2).

COMPANY                             SHARES         BOOK      FMV*       GAIN/
                                                  VALUE                  LOSS
BKOU                               112,500          113     1,125    $  1,012
SGUJ                                65,000       65,000    42,250     (22,750)
                                                 ------

Total Book Value of Shares                       65,113
                                                 ------

Total Book Value of Investments           $65,113
                                           ------

*Based on the most  recent  "bid" price as quoted on November 7, 2005 or if none
quoted, valued at purchase price.




<PAGE>

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

The  following  discussion  should  be read in  conjunction  with our  financial
statements and notes thereto included  elsewhere in this Form 10-QSB.  This Form
10-QSB contains forward-looking statements regarding the plans and objectives of
management for future operations. This information may involve known and unknown
risks,  uncertainties  and other  factors  which may cause our  actual  results,
performance or  achievements  to be materially  different  from future  results,
performance  or  achievements   expressed  or  implied  by  any  forward-looking
statements.  Forward-looking statements,  which involve assumptions and describe
our future plans, strategies and expectations, are generally identifiable by use
of the  words  "may,"  "will,"  "should,"  "expect,"  "anticipate,"  "estimate,"
"believe,"  "intend,"  or  "project"  or the  negative  of these  words or other
variations  on these  words or  comparable  terminology.  These  forward-looking
statements are based on assumptions that may be incorrect,  and we cannot assure
you that these  projections  included in these  forward-looking  statements will
come to pass. Our actual results could differ materially from those expressed or
implied by the forward-looking statements as a result of various factors.

We  registered  our common stock on a Form 10-SB  registration  statement  filed
pursuant to the Securities  Exchange Act of 1934 (the  "Exchange  Act") and Rule
12(g)  thereof.  We are now  required to file with the  Securities  and Exchange
Commission  periodic and episodic  reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-QSB and annual reports on Form 10-KSB. As
a  reporting  company  under  the  Exchange  Act,  we  may  register  additional
securities  on Form  S-8  (provided  that we are  then in  compliance  with  the
reporting  requirements  of the Exchange Act) and on Form S-3 (provided  that we
have during the prior 12 month period  timely filed all reports  required  under
the Exchange Act).

We intend to be a  diversified  company that  provides  various  consulting  and
financial services for private,  operating,  non-startup companies, in a variety
of industries,  which wish to become publicly traded companies. We are currently
focusing  on  opportunities  in all phases of  technology  as well as  companies
offering durable and non-durable  consumer goods,  including and not limited to,
software and hardware,  Internet telephony applications,  e-commerce,  broadband
technologies  and any other technology or goods which can be utilized by any and
all  types  of  industries  and/or  consumers.  We will  work  closely  with our
portfolio  companies to provide numerous  operational and management services to
build value in preparation for the companies'  shares becoming  publicly traded.
Generally,  these  established  companies lack the resources to achieve critical
mass for, among other things,  marketing and  distribution of its products.  Our
services include active strategic  management,  operating  guidance,  merger and
acquisition   assistance,   board  and  management  recruitment  and  innovative
financing.  We intend to operate as a long-term partner. Our portfolio companies
will  include  public and  privately  held  companies to grow  individually  and
collectively  so that together  they can share  resources and bring value to our
shareholders.

We believe that our strategy of operating through separate companies rather than
through  wholly owned  subsidiaries  or divisions  would enable us to ultimately
achieve above-average returns for our stockholders. This strategy will enable us
to partner  with highly  motivated  entrepreneurs  who have  significant  equity
ownership stakes in their companies and the chance to reap the rewards of taking
their company public. Not all of our private portfolio companies are appropriate
to become publicly traded. We will also consider mergers,  sales and traditional
initial public  offerings in evaluating the best way to enhance the value of our
private companies.  After taking a company public, we intend to generally retain
an ownership interest and board representation,  and, if necessary,  continue to
provide strategic, managerial, and operational support

Marketing and Promotional Strategy

Interim  Capital  Corp.'s  mission is to utilize the small business SEC programs
and  exemptions  to provide  its  clients  with an  understanding  of the equity
markets through our professional  corporate business  consulting  services aimed
toward meeting their business management needs without the high costs associated
with Investment Bankers,  Venture  Capitalists,  or Securities Legal Firms. From
inception to the present,  Interim  Capital  Corp.  has relied  primarily on the
knowledge and ability of its Chief Executive Officer,  Mark Lindberg, to develop
new  business   through  his   extensive   network  of  industry   contacts  and
relationships.  In the  immediate  future,  the Company will  maintain a similar
focus for its marketing and promotional strategies as the necessity to advertise
the Company's  services is not  detrimental  to its possible  future  successes.
Management's  "time-value"  philosophy  has been the  driving  force  behind the
Company's operations,  and the Company intends to maintain the same focus in the
future.

<PAGE>

Management  believes the absence of high overhead and cost of operations affords
the Company an  additional  benefit to its  potential  clients in its ability to
offer its services at a price below industry standards. For most, the conversion
from  private  status to  publicly  traded  can not only be time  consuming  but
expensive.  Due diligence by management and experience  within the industry show
that fees can range  upwards  of  $200,000  USD to  $500,000  USD when a company
desiring  to  enter  the  public  markets   utilizes   larger   companies  or  a
conglomeration of several entities to accomplish its objectives. Interim Capital
Corp.,  with its relatively  low cost of operations  believes it can provide the
same  series of services  to its client  companies  for a fraction of that cost.
This advantage combined with the Company's "time value" philosophy together make
for a win-win situation for the Company and its clients.

Plan of Operation

We will seek to identify companies which are capable of becoming publicly traded
in each respective industry segment and which are at a stage of development that
would  benefit  from our  support and market  knowledge.  We  generally  seek to
acquire a  proportional  stake in our  portfolio  companies to enable us to have
some  influence over the management and policies of the company and to realize a
significant enough return to compensate us for our investment of management time
and effort, as well as capital.  These companies will need to be able to operate
independently as an isolated business.

We gain  exposure to  established  companies  through  referrals  from  existing
companies and individuals with whom we have contacts,  through  participation in
our seminars that are planned  throughout the country and our relationship  with
venture capital and private equity funds.

Established  companies  traditionally  seek  financing  for growth from  several
primary  sources:   independent  private  venture  capital  funds,   traditional
financial  institutions  such as  banks  and  investment  banks,  and  corporate
strategic  investors.  Each of these sources has disadvantages for our potential
portfolio  companies.  Venture  capital funds  generally are  established  for a
limited term and their primary goal is to maximize their financial return within
a short  time  frame.  A venture  capital  fund  often  seeks to  liquidate  its
investment in a company by encouraging  either an early initial public  offering
or a sale. In addition, traditional venture capital funds generally have limited
resources  available to provide managerial and operational support to a company.
Financial   institutions,   such  as  banks  and  investment  banks,  require  a
substantial  amount of  collateral  and other  stringent  requirements  that our
portfolio companies may lack.

We  believe  that our  relationship  with our  portfolio  companies  offers  the
benefits of both the venture  capital  model and the  strategic  investor  model
without the related drawbacks. We intend to have both the capital and managerial
resources  to provide  financing  and  strategic,  managerial,  and  operational
support  as  needed  by our  potential  portfolio  companies.  In  addition,  we
encourage our potential  portfolio  companies to achieve the superior returns on
investment  generally  provided by public offerings,  but only if and when it is
appropriate for the development of the business of that company.

Our  corporate  staff will,  if necessary,  provide  hands-on  assistance to the
managers  of our  portfolio  companies  in the areas of  management,  financial,
marketing, tax, risk management,  human resources, legal and technical services.
Again,  if  necessary,  we will assist our  portfolio  companies by providing or
locating and  structuring  financing,  identifying  and  implementing  strategic
initiatives,   providing  marketing   assistance,   identifying  and  recruiting
executives  and  directors,  assisting in the  development  of equity  incentive
arrangements  for  executives  and  employees,   and  providing   assistance  in
structuring,  negotiating,  documenting, financing, implementing and integrating
mergers and acquisitions.

We believe that the entrepreneurial energy and creativity of the managers of our
portfolio  companies are an essential  component of their success.  Our business
strategy of bringing portfolio  companies public,  rather than folding them into
the  parent  company,  is  designed  to  maintain  a  continued  entrepreneurial
environment.  The  entrepreneurs  and their teams retain and are granted  equity
ownership and incentives in their own companies in order to keep them focused on
creating value for their stockholders as well as our Company.

ITEM 3 CONTROLS AND PROCEDURES

     (a)  Evaluation of Disclosure Controls and Procedures.  Disclosure controls
          and procedures are controls and other  procedures that are designed to

<PAGE>

          ensure that  information  required to be disclosed in the reports that
          are filed or submitted under the Exchange Act is recorded,  processed,
          summarized  and  reported,  within the time  periods  specified in the
          Securities  and  Exchange  Commission's  rules and  forms.  Disclosure
          controls and  procedures  include,  without  limitation,  controls and
          procedures  designed  to  ensure  that  information   required  to  be
          disclosed  in the  reports  that are filed under the  Exchange  Act is
          accumulated and  communicated  to management,  including the principal
          executive officer, as appropriate, to allow timely decisions regarding
          required   disclosure.   Under  the   supervision   of  and  with  the
          participation  of  management,   including  the  principal   executive
          officer, the Company has evaluated the effectiveness of the design and
          operation of its  disclosure  controls and  procedures as of September
          30,  2005,  and,  based on its  evaluation,  our  principal  executive
          officer  has  concluded   that  these   controls  and  procedures  are
          effective.

     (b)  Changes in Internal Controls.  There have been no significant  changes
          in internal  controls  or in other  factors  that could  significantly
          affect  these  controls  subsequent  to the  date  of  the  evaluation
          described  above,  including  any  corrective  actions  with regard to
          significant deficiencies and material weaknesses.

PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

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

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the year 2002 the  Company  issued to its two  founders  1,000  shares of
stock each for services  rendered.  These shares were valued at $1.00 each for a
total of $2,000.

On October 10, 2003 the Company  purchased  from one of its  founders  his stock
(1,000  shares) for $6,000.  This was paid $1,000 in 2003 and the remainder paid
in 2004. This payable has been paid as of the report date.

In lieu of cash consideration for the officers and directors, the company issued
7,600,000 shares of common stock to ACL Consulting Corp, an entity controlled by
the president of the company,  at par value $0.001,  for total  consideration of
$7,600.

Sales conducted under Regulation D

On December  31,  2004,  we  completed  an offering of shares of common stock in
accordance  with  Regulation  D,  Rule  504  of  the  Securities  Act,  and  the
registration by  qualification  of the offering in the State of Nevada.  We sold
3,225,000  shares of common  stock,  par value  $0.001,  at a price of $0.02 per
share to 38 investors,  of which 37 are unaffiliated  shareholders of record and
one is a trust managed by our Secretary,  Jason Freeman.  Mr. Freeman  disclaims
any beneficial  ownership in the trust, but does exercise voting control. The 37
non-affiliated  shareholders  hold 3,125,000 shares of our common stock. The one
affiliated  shareholder  holds 100,000 shares of common stock.  The offering was
sold for $64,500 in cash. All investors were, at the time of purchase, residents
of the State of  Nevada  or the  complete  offer  and sale of the  security  was
conducted in the State of Nevada as per their guidelines.

This  offering  was made in reliance  upon an  exemption  from the  registration
provisions  of the  Securities  Act of 1933,  as  amended,  in  accordance  with
Regulation  D, Rule 504 of the Act. In  addition,  this  offering  was on a best
efforts basis. In regards to the offering closed in December 2004,  listed below
are the factual circumstances which support the availability of Rule 504:

     1. At the  time of the  offering,  we were  not  subject  to the  reporting
requirements of section 13 or section 15(d) of the Exchange Act. Further, we are
not now, nor were we at the time of the offering, considered to be an investment
company. Finally, since inception, we have pursued a specific business plan, and
continue to do so.
     2. We were  issued a permit  to sell  securities  by the  State of  Nevada,
pursuant to our application for registration by qualification of offering of our
common stock in that state.  The application for  registration by  qualification
was filed  pursuant to the  provisions of NRS 90.490,  which requires the public
filing and delivery to investors of a  substantive  disclosure  document  before

<PAGE>

sale.  In December  2004,  we  completed  an offering of shares of common  stock
pursuant to  Regulation D, Rule 504 of the  Securities  Act of 1933, as amended,
and the  registration by  qualification of said offering in the State of Nevada,
whereby  we  sold  3,225,000  shares  of  our  common  stock  to a  total  of 38
shareholders.  The entire  offering was  conducted  exclusively  in the State of
Nevada,  pursuant to the permit issued by the State of Nevada.  3. The aggregate
offering  price for the offering  closed in December  2004 was  $64,500,  all of
which was collected from the offering.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5 OTHER INFORMATION

Not applicable.

ITEM 6 EXHIBITS

a)   31.1  Certificate of Principal  Executive  Officer required by 13a-14(a) or
     Rule 15d-14(a) of the Securities  Exchange Act of 1934, as adopted pursuant
     to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

     31.2 Certificate of Principal  Financial Officer required by Rule 13a-14(a)
     or Rule  15d-14(a)  of the  Securities  Exchange  Act of 1934,  as  adopted
     pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

     32.1  Certificate of Chief Executive  Officer and Chief  Financial  Officer
     pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002 (filed herewith).


b)   Reports on Form 8-K. None.

SIGNATURE

Pursuant to the  requirements  of Section 3 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
By the undersigned, thereunto duly authorized.

INTERIM CAPITAL CORP

DATE:  November 7, 2005

BY: /s/ Mark Lindberg
   -------------------------------------------
   Mark Lindberg
   President