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 Quarterly Period Ended: September 30, 2006

                        Commission File Number: 814-00716

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

            Nevada                                               02-0638350
           ---------                                           -------------
(State or Other Jurisdiction of                                (IRS Employer
 Incorporation or Organization)                              Identification No.)

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

       Registrant's telephone number, including area code - (972) 745-3020

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

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule  12b-2 of the  Exchange  Act (Check
one):

  Large accelerated filer [ ]  Accelerated filer [ ]  Non-accelerated filer [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 September 30, 2006 was 10,505,000 shares.


<PAGE>

                           Interim Capital Corporation

                                      INDEX

                                                                            Page
                                                                             No.
                                                                            ----

Part I        Financial Information (unaudited)

  Item 1.     Condensed Financial Statements

              Statements of Net Assets as of September 30, 2006 and
              December 31, 2005                                                3
              Statements of Operations - For the Three Months Ended
              September 30, 2006 and 2005                                      4
              Statements of Operations - For the Nine Months Ended
              September 30, 2006 and 2005                                      5
              Statements of Cash Flows - For the Nine Months Ended
              September 30, 2006 and 2005                                      6
              Statements of Changes in Net Assets - For the Nine Months
              Ended September 30, 2006 and 2005                                7
              Schedule of Investments as of September 30, 2006                 8
              Financial Highlights                                             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       25
  Item 4.     Controls and Procedures                                         25

Part II       Other Information

  Item 1.     Legal Proceedings                                               26
  Item 1A.    Risk Factors                                                    26
  Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds     26
  Item 3.     Defaults Upon Senior Securities                                 26
  Item 4.     Submission of Matters to a Vote of Security Holders             26
  Item 5.     Other Information                                               26
  Item 6.     Exhibits                                                        26

  Signatures
  Exhibits





                                       2
<PAGE>
<TABLE>
<CAPTION>

PART 1:  FINANCIAL INFORMATION
ITEM 1:  FINANCIAL STATEMENTS

                           Interim Capital Corporation
                       Condensed Statements of Net Assets
                    September 30, 2006 and December 31, 2005

                                                                      2006           2005
                                                                  -----------    -----------
<S>                                                               <C>            <C>
                                                                  (Unaudited)
ASSETS
Investments in unaffiliated portfolio companies (cost $67,112
  at September 30, 2006 and $66,112 at December 31, 2005)         $    23,650    $    66,112
Cash and cash equivalents                                                 102         60,379
Advance to related party                                                4,234           --
Federal income taxes receivable                                         1,910           --
Deferred income taxes                                                   5,212           --
Prepaid expenses and other assets                                        --            4,707
                                                                  -----------    -----------
  TOTAL ASSETS                                                         35,108        131,198
                                                                  -----------    -----------

LIABILITIES
  Accounts payable                                                        547           --
  Federal income taxes payable                                           --           11,353
                                                                  -----------    -----------
  TOTAL LIABILITIES                                                       547         11,353
                                                                  -----------    -----------
NET ASSETS                                                        $    34,561    $   119,845
                                                                  ===========    ===========

Commitments and contingencies

Composition of net assets:
  Common stock, $.001 par value, authorized 200,000,000 shares;
    10,505,000 shares issued and outstanding at
     September 30, 2006 and December 31, 2005                     $    10,505    $    10,505
  Additional paid in capital                                           51,175         51,175
  Accumulated earnings:
    Accumulated net operating earnings                                 16,343         58,165
    Net realized gain (loss) on investments, net of tax                  --             --
    Net unrealized appreciation (depreciation) of investments,
          net of deferred tax                                         (43,462)          --
                                                                  -----------    -----------
Net assets                                                        $    34,561    $   119,845
                                                                  ===========    ===========
Net asset value per share                                         $    0.0033    $    0.0114
                                                                  ===========    ===========
</TABLE>

See accompanying notes to condensed financial statements.


                                       3
<PAGE>
<TABLE>
<CAPTION>

                           Interim Capital Corporation
                       Condensed Statements of Operations
                 Three Months Ended September 30, 2006 and 2005
                                   (Unaudited)

                                                                                     Prior to
                                                                                    becoming a
                                                                                     Business
                                                                                    Development
                                                                                      Company
                                                                        2006            2005
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Revenue from operations:
  Interest income                                                   $       --      $         10
  Consulting income                                                         --              --
                                                                    ------------    ------------
                                                                            --                10
Expenses and other income:
  Compensation and benefits                                                 --            10,063
  Other general and administrative expense                                 1,752           2,781
  Professional fees                                                        2,844           5,830
  Travel and entertainment                                                  --             3,626
  Transfer agent fees                                                       --             2,367
                                                                    ------------    ------------
                                                                           4,596          24,667
                                                                    ------------    ------------
Earnings (loss) before income taxes                                       (4,596)        (24,657)
Income tax provision (benefit)                                              (827)         (3,033)
                                                                    ------------    ------------
          Net earnings (loss) from operations                             (3,769)        (21,624)
                                                                    ------------    ------------

Net unrealized gains on investments:
  Net realized gain on investments, net of income tax expense
     of -0-                                                                 --              --
  Change in unrealized appreciation (depreciation) of investments
     net of deferred tax expense (benefit) of -0-                        (41,300)           --
                                                                    ------------    ------------
       Net realized and unrealized gains                                 (41,300)           --
                                                                    ------------    ------------
          Net increase in net assets from operations                $    (45,069)   $    (21,624)
                                                                    ============    ============

Net increase in net assets from operations per share:
  Basic                                                             $    (0.0043)   $    (0.0020)
                                                                    ============    ============
  Diluted                                                           $    (0.0043)   $    (0.0020)
                                                                    ============    ============
Weighted average shares outstanding
  Basic                                                               10,505,000      10,826,000
                                                                    ============    ============
  Diluted                                                             10,505,000      10,826,000
                                                                    ============    ============
</TABLE>

See accompanying notes to condensed financial statements.


                                       4
<PAGE>
<TABLE>
<CAPTION>

                           Interim Capital Corporation
                       Condensed Statements of Operations
                  Nine Months Ended September 30, 2006 and 2005
                                   (Unaudited)

                                                                            Prior to becoming a
                                                                            Business Development
                                                                                   Company
                                                                      ------------------------------
                                                     February 15,     January 1, to
                                                     to Sept. 30,     February 14,
                                                          2006             2006             2005
                                                     -------------    -------------    -------------
<S>                                                  <C>              <C>              <C>
Revenue from operations:
  Interest income                                    $        --      $        --      $          10
  Consulting income                                           --             40,000          187,700
                                                     -------------    -------------    -------------
                                                              --             40,000          187,710
Expenses and other income:
  Advertising                                                 --              1,625              750
  Compensation and benefits                                   --             20,424           27,152
  Consulting expense                                          --               --             90,500
  Other general and administrative expense                   7,229            5,693           13,978
  Professional fees                                          8,998            4,663           19,696
  Travel and entertainment                                  11,724           13,971           18,254
  Transfer agent fees                                        2,474             --              5,167
  Gain on sale of investment                                  --               --             (8,100)
                                                     -------------    -------------    -------------
                                                            30,425           46,376          167,397
                                                     -------------    -------------    -------------
Earnings (loss) before income taxes                        (30,425)          (6,376)          20,313
Income tax expense (benefit)                                (5,519)          10,540            4,427
                                                     -------------    -------------    -------------
          Net earnings (loss) from operations              (24,906)         (16,916)          15,886
                                                     -------------    -------------    -------------

Net unrealized losses:
  Net realized gains on investments, net of income
     tax expense of -0-                                       --               --               --
  Change in unrealized depreciation
      of investments net of deferred tax
      benefit of -0-                                       (43,462)            --               --
                                                     -------------    -------------    -------------
     Net unrealized losses                                 (43,462)            --               --
                                                     -------------    -------------    -------------
          Net increase (decrease) in net assets
               from operations                       $     (68,368)   $     (16,916)   $      15,886
                                                     =============    =============    =============

Net increase (decrease) in net assets from
  operations per share:
     Basic                                           $     (0.0065)   $     (0.0016)   $      0.0015
                                                     =============    =============    =============
     Diluted                                         $     (0.0065)   $     (0.0016)   $      0.0011
                                                     =============    =============    =============
Weighted average shares outstanding:
     Basic                                              10,505,000       10,505,000       10,826,000
                                                     =============    =============    =============
     Diluted                                            10,505,000       10,505,000       14,203,250
                                                     =============    =============    =============
</TABLE>

See accompanying notes to condensed financial statements.


                                       5
<PAGE>
<TABLE>
<CAPTION>

                           Interim Capital Corporation
                       Condensed Statements of Cash Flows
                  Nine Months Ended September 30, 2006 and 2005
                                   (Unaudited)

                                                                                 Prior to becoming a
                                                                                 Business Development
                                                                                        Company
                                                                          ------------------------------
                                                         February 15,     January 1, to
                                                         to Sept. 30,     February 14,
                                                              2006             2006             2005
                                                         -------------    -------------    -------------
<S>                                                      <C>              <C>              <C>
Cash flows from operating activities:
 Net increase (decrease) in net assets from operations   $     (68,368)   $     (16,916)   $      15,886
 Adjustments to reconcile net increase (decrease)
      in net assets from operations to net cash used
      in operating activities:
      Change in unrealized (appreciation) depreciation
        of investments in portfolio companies                   43,462             --               --
      Deferred income taxes                                     (5,212)            --               --
      Gain on sale of investments                                 --             (8,100)
      Changes in operating assets and liabilities:
        Accounts receivable                                     25,000          (25,000)         (19,000)
        Federal income taxes receivable                         (1,910)            --               --
        Prepaid expenses and other assets                          473             --                (28)
        Accounts payable                                        (3,962)           4,509             --
        Federal income taxes payable                           (21,958)          10,605              (42)
                                                         -------------    -------------    -------------
          Net cash used in operating activities                (32,475)         (26,802)         (11,284)
                                                         -------------    -------------    -------------
Cash flows from investing activities:
  Investments in and advances to portfolio
     investment companies                                       (1,000)            --               --
  Collection of stock subscription receivable                     --               --             40,000
  Proceeds from sale of investment                                --               --             15,600
                                                         -------------    -------------    -------------
          Net cash used in investing activities                 (1,000)            --             55,600
                                                         -------------    -------------    -------------
Cash flows from financing activities:
  Repayment of note payable                                       --               --            (50,000)
                                                         -------------    -------------    -------------
          Net cash provided by financing activities               --               --            (50,000)
                                                         -------------    -------------    -------------
Net decrease in cash and cash equivalents                      (33,475)         (26,802)          (5,684)
Cash and cash equivalents, beginning of period                  33,577           60,379           33,531
                                                         -------------    -------------    -------------
Cash and cash equivalents, end of period                 $         102    $      33,577    $      27,847
                                                         =============    =============    =============

Supplemental Cash Flow Information:
     Income taxes paid                                   $ 21,958         $        --      $        --
</TABLE>

See accompanying notes to condensed financial statements.


                                       6
<PAGE>
<TABLE>
<CAPTION>

                           Interim Capital Corporation
                  Condensed Statements of Changes in Net Assets
                  Nine Months Ended September 30, 2006 and 2005
                                   (Unaudited)


                                                                               Prior to becoming a
                                                                               Business Development
                                                                                      Company
                                                                          ------------------------------
                                                         February 15,     January 1, to
                                                         to Sept. 30,     February 14,
                                                              2006             2006             2005
                                                         -------------    -------------    -------------
<S>                                                      <C>              <C>              <C>
Changes in net assets from operations:
  Net earnings (loss) from operations                    $     (24,906)   $     (16,916)   $      15,886
  Net realized gain (loss) on sale of investments,
     net of related income taxes                                  --               --               --
  Change in net unrealized appreciation (depreciation)
     of investments, net of related deferred taxes             (43,462)            --               --
                                                         -------------    -------------    -------------
          Net increase (decrease) in net assets
               from operations                                 (68,368)         (16,916)          15,886
                                                         -------------    -------------    -------------

Capital stock transactions:
  Collection of stock subscription receivable                     --               --             40,000
                                                         -------------    -------------    -------------
    Net increase in net assets from stock transactions            --               --             40,000
                                                         -------------    -------------    -------------
Net increase (decrease) in net assets                          (68,368)         (16,916)          55,886
Net assets, beginning of period                                102,929          119,845           33,693
                                                         -------------    -------------    -------------
Net assets, end of period                                $      34,561    $     102,929    $      89,579
                                                         =============    =============    =============
</TABLE>

See accompanying notes to condensed financial statements.












                                       7
<PAGE>
<TABLE>
<CAPTION>

                           Interim Capital Corporation
                             Schedule of Investments
                               September 30, 2006
                                   (Unaudited)

                                                                                                % of
            Date of                                                      Original     Fair       Net
 Shares   Acquisition                                                      Cost       Value    Assets
 ------   -----------                                                      ----       -----    ------
<S>       <C>                                                            <C>        <C>        <C>
                COMMON STOCK IN UNAFFILIATED PORTFOLIO COMPANIES

112,500      Jul-04     Brinkman Outdoors, Inc. - sporting and
                        athletic goods                                   $    112   $  2,250        7%
  1,000      Dec-05     Chanticleer Holdings, Inc. - business
                        development company                                 1,000        900        3%
 65,000      Sep-04     Saguaro Holdings Corp - oil and gas
                        remediation and treatment                          65,000     19,500       56%
  1,000      Mar-06     Elitegroup Ventures Nevada, Inc. - real estate      1,000      1,000        3%
                                                                         --------   --------   -------
                        Total investments at September 30, 2006          $ 67,112     23,650       68%
                                                                         ========
                        Cash and other assets, less liabilities                       10,911       32%
                                                                                    --------   -------
                        Net assets at September 30, 2006                            $ 34,561      100%
                                                                                    ========   =======
</TABLE>

See accompanying notes to condensed financial statements












                                       8
<PAGE>
<TABLE>
<CAPTION>

                           Interim Capital Corporation
                              Financial Highlights
                  Nine Months Ended September 30, 2006 and 2005
                                   (Unaudited)

                                                                                     Prior to
                                                                                    becoming a
                                                                                     Business
                                                                                   Development
                                                                                      Company
                                                                      2006             2005
                                                                  ------------     ------------
<S>                                                               <C>              <C>
PER SHARE INFORMATION
 Net asset value, beginning of period                             $     0.0114     $     0.0032
 Net increase (decrease) from operations                               (0.0040)          0.0015
 Net change in realized losses and unrealized
  depreciation of investments, net                                     (0.0041)            --
 Net increase from stock transactions                                     --             0.0036
                                                                  ------------     ------------
     Net asset value, end of period                               $     0.0033     $     0.0083
                                                                  ============     ============

Per share market value:
     Beginning of period                                          $       0.02     $       0.02
     End of period                                                $       0.02     $       0.02

Investment return, based on market price at end of period (1)                0%               0%

RATIOS/SUPPLEMENTAL DATA
 Net assets, end of period                                        $     34,561     $     89,579
 Average net assets                                                     72,288           73,508

 Annualized ratio of expenses to average net assets                        106%             304%
 Annualized ratio of net increase (decrease) in net assets from
     operations to average net assets                                      157%              29%

 Shares outstanding at end of period                                10,505,000       10,826,000
 Weighted average shares outstanding during period                  10,505,000       10,826,000
</TABLE>

(1) Periods of less than one year are not annualized.




See accompanying notes to condensed financial statements.


                                       9
<PAGE>

                           Interim Capital Corporation
                     Notes to Condensed 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 ("BDC") 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 CONDENSED INTERIM FINANCIAL STATEMENTS
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 nine months ended  September 30, 2006 and year ended
December 31,  2005,  its  operating  results for the three and nine months ended
September  30,  2006 and 2005,  and its cash flows and changes in net assets for
the nine  months  ended  September  30,  2006 and  2005,  are  presented  in the
accompanying  condensed 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 condensed 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.


                                       10
<PAGE>

NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONVERSION TO A BUSINESS DEVELOPMENT COMPANY
The operating  results for the three months ended  September  30, 2006,  and the
period from February 15, 2006, through September 30, 2006, reflect the Company's
results as a BDC under the Investment  Company Act of 1940, as amended,  whereas
the  operating  results for the three and nine months ended  September 30, 2005,
and the period from  January 1, 2006  through  February  14,  2006,  reflect the
Company's  results prior to operating as a BDC 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.

On February 15, 2006,  the date the Company began  operating as a BDC, the board
of directors of the Company  determined  the fair value of its  investments  was
equal  to  the  original  cost.  Accordingly,  there  was no  cumulative  effect
recognition in the accompanying financial statements upon becoming an investment
company.

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.

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS PER SHARE
The basic earnings  (loss) per share is calculated by dividing the Company's net
income (loss) 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 each period for any potentially dilutive debt
or equity.

The Company has outstanding  options to acquire  3,555,000  shares of its common
stock at $.001 per  share,  which are used in  computing  diluted  earnings  per
share.

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


                                       11
<PAGE>

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 BDC  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  February  15,  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.

As a BDC, 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.


                                       12
<PAGE>

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 BDC, 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.

RECLASSIFICATIONS
Certain  reclassifications  have been made to the 2005  balances to conform with
the 2006 financial statement presentation.


NOTE 3:  INVESTMENTS

The Company's  investments,  all of which are unaffiliated,  as of September 30,
2006, are included in the Schedule of Investments.

Prior  to  February  15,  2006 and  becoming  a BDC,  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.


                                       13
<PAGE>

Investments  at September  30, 2006 and December 31, 2005,  may be summarized as
follows:

                                                 Cost           Fair Value

Balance, December 31, 2005                       $   66,112      $  66,112
Acquisition                                           1,000           --
Investment depreciation                                --          (43,462)
                                                 ----------     ----------
Balance, September 30, 2006                      $   67,112     $   23,650
                                                 ==========     ==========

Investments  are valued at fair value as  determined  by the board of directors.
The values assigned to these securities are based upon available information and
may not reflect amounts that could be realized if the Company found it necessary
to immediately sell such securities, or amounts that ultimately may be realized.
Accordingly,   the  fair  values  included  in  the  accompanying  schedules  of
investments  may differ  from the  values  that would have been used had a ready
market existed for these securities and such difference could be material.

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:  COMMITMENTS AND CONTINGENCIES

From  time-to-time,  some  of the  Company's  portfolio  companies  may  receive
correspondence  or other  notices of alleged  breach of a license  agreement  or
other contract. Some of these notifications provide a period of time in which to
cure an  alleged  breach or  default.  The  failure of the  Company's  portfolio
companies  to cure an  alleged  breach or default  may have a  material  adverse
impact on the Company's results of operations and financial position.

While  acting as General  Partner to Shocker  100  Index,  LP  ("Shocker"),  the
Company  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  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  us. In the 4th
Quarter of 2005, we sold our interest in Shocker to another  entity owned by the
President.


                                       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 condensed financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  of  America.   The  preparation  of  these  condensed  financial
statements  requires  us to make  estimates  and  assumptions  that  affect  the
reported  amounts  of  assets  and  liabilities  at the  date  of the  condensed
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.





                                       15
<PAGE>

RESULTS OF OPERATIONS
---------------------

Three  months  ended  September  30, 2006 as compared to the three  months ended
September 30, 2005 -

During the three months ended September 30, 2006, we operated as a BDC; whereas,
during the three months  ended  September  30,  2005,  we operated as a business
consulting company.

We are in the infancy stage of operating as a BDC and have not  established  any
revenue from our  investments  in portfolio  companies.  In 2005,  we had $10 in
interest income while operating our consulting business.

During 2005, we had $10,063 in  compensation,  benefits and consulting  expense,
and had none in  2006.  Our  officers  have  discontinued  any  salary  while we
establish our business as a BDC.

Other general and  administrative  expenses were  approximately the same in both
2006 and 2005.

Professional  fees amounted to $2,844 in 2006 as compared to $5,830 in 2005. The
2006 amount was all audit and  accounting,  whereas,  the 2005  amount  included
$1,706 in legal fees along with $4,124 in audit and accounting costs.

Travel and  entertainment  costs amounted to $3,626 in 2005,  with none incurred
during 2006.

Transfer  agent fees amounted to $2,367  during 2005 with none  incurred  during
2006.

The above activity,  less related  deferred tax benefit,  resulted in a net loss
from  operations of $3,769 in 2006 and a net loss from  operations of $21,624 in
2005.

We recorded  unrealized  depreciation  of $41,300  during the three months ended
September  30,  2006.  We recorded a valuation  allowance  equal to the expected
deferred tax benefit from the  unrealized  loss. We had no  unrealized  gains or
losses during 2005 since our accounting  method was different before we became a
BDC.

Nine months  ended  September  30,  2006 as  compared  to the nine months  ended
September 30, 2005 -

As noted above,  we filed a  notification  on Form N54a with the SEC to elect to
become a BDC on February 14, 2006.  Prior to that time we operated as a business
consulting company.

As of  September  30,  2006,  we have  not  established  any  revenue  from  our
investments in portfolio companies. We realized $40,000 in consulting revenue in
2006 before we began  operating as a BDC. We had $187,700 in  consulting  income
for our nine months of operations  in 2005.  The decline in revenue is primarily
due to our change in business.

During 2006, we had total  expenses of $30,425 after  becoming a BDC and $46,376


                                       16
<PAGE>

before  becoming a BDC, a total of  $76,801.  In 2005,  we had net  expenses  of
$167,397 or $90,596 more than in 2006.  The decline in expenses is primarily the
result of eliminating the $90,500 consulting expense for 2005.

We sold  investments  in 2005 for $15,600 and recognized a gain of $8,100 before
we became a business development company.

Income  tax  expense  attributed  to  operations  amounted  to $5,021 in 2006 as
compared to $4,427 in 2005. The 2006 tax expense  included an  under-accrual  of
$10,605 from 2005 relating to a change in the effective rate which resulted from
our being a member of a controlled group for Federal income tax purposes.

We  recognized  unrealized  depreciation  of  $43,462  from our  investments  in
portfolio  companies  in 2006.  We recorded a valuation  allowance  equal to the
expected  deferred tax benefit  from the  unrealized  loss.  We used a different
accounting method in 2005.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At  September  30,  2006,  we had total  assets of $35,108 as  compared to total
assets of $131,198 at December 31,  2005.  During the first nine months of 2006,
cash decreased $60,277 to $102 and investments decreased $42,462 from $66,112 to
$23,650,  which  represents  the  majority  of the  decline  in total  assets of
$96,090.

Liabilities have decreased  $10,806 during 2006 from $11,353 at year-end 2005 to
$547 as of  September  30,  2006;  this  change is the  result of our paying the
federal income taxes payable balance at December 31, 2005.

Accordingly,  net assets  decreased  from  $119,845  to $34,561  during the nine
months ended September 30, 2006.

As of September 30, 2006, we had net assets of $34,561 as compared to net assets
of $119,845 at December 31, 2005. The decrease in net assets is primarily due to
operating  losses of $41,822  and an  increase  in  unrealized  depreciation  of
investments in the amount of $43,462 during the nine months ended  September 30,
2006.

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 our  assets  to our  common  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 $35,108 and from this,
are subtracted  liabilities and debts of $547.  There are no shares of preferred
stock outstanding but the rights of preferred  stockholders would be included if


                                       17
<PAGE>

there were.  The Net Asset Value is therefore  $34,561.  The Net Asset Value per
Share is $.0033.

OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS
------------------------------------------------

MANAGEMENT'S ANALYSIS OF BUSINESS

OUR ABILITY TO DEVELOP OUR BUSINESS PLAN IS CONTINGENT UPON OUR ABILITY TO RAISE
SUFFICIENT  FUNDS TO INVEST IN PORTFOLIO  COMPANIES  AND TO COVER OUR  OPERATING
OVERHEAD REQUIREMENTS.

We 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,


                                       18
<PAGE>

     o    attorneys,
     o    accountants,
     o    consultants, and
     o    commercial bankers.

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 loans; 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


                                       19
<PAGE>

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.

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.


                                       20
<PAGE>

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,
     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


                                       21
<PAGE>

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.


                                       22
<PAGE>

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 they will nevertheless perform well in the future.

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.


                                       23
<PAGE>

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.















                                       24
<PAGE>

ITEM 3:   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and
prices. We are primarily exposed to equity price risk.

Equity price risk arises from exposure to securities that represent an ownership
interest in our portfolio companies.  The value of our equity securities and our
other  investments  are based on quoted market prices or our Board of Directors'
good faith determination of their fair value (which is based, in part, on quoted
market  prices).  Market prices of common  equity  securities,  in general,  are
subject to  fluctuations,  which could cause the amount to be realized upon sale
or exercise of the instruments to differ significantly from the current reported
value.  The  fluctuations  may result from  perceived  changes in the underlying
economic  characteristics  of our  portfolio  companies,  the relative  price of
alternative  investments,  general  market  conditions  and  supply  and  demand
imbalances for a particular security.


ITEM 4:   CONTROLS AND PROCEDURES

                      Evaluation of Controls and Procedures

Our 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 our 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,  our board of directors and  management,  including the CEO and CFO,
concluded that, as of September 30, 2006, our disclosure controls and procedures
were effective in alerting management on a timely basis to material  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.

                           Changes in Internal Control

At the time of its election as a business  development  company,  we updated our
internal  controls;  the  controls  were  adopted by our 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 our internal controls. There were no significant changes made in our
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.





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<PAGE>

PART II - OTHER INFORMATION


ITEM 1:   LEGAL PROCEEDINGS

No activity during the current quarter.


ITEM 1A:  RISK FACTORS

Not applicable.


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





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<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:  October 18, 2006                            By: /s/ Mark Lindberg
                                                   -----------------------
                                                   Mark Lindberg,
                                                   Chief Executive Officer




















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