UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

For the quarterly period ended January 31, 2006

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________ to ________

                           Commission File No. 0-51353

                                   MPLC, Inc.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

              DELAWARE                                       06-1390025
  -------------------------------                       -------------------
  (State or Other Jurisdiction of                        (I.R.S. Employer
   Incorporation or Organization)                       Identification No.)

                  1775 Broadway, Suite 604, New York, NY 10019
                  --------------------------------------------
                    (Address of Principal Executive Offices)

                                 (212) 247-4590
                           ---------------------------
                           (Issuer's Telephone Number)

                                       N/A
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes |X| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of March 10, 2006, there were 28,698,870 shares of Common Stock, par value
$0.01 per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                                Table of Contents

                                                                            Page

Part I. FINANCIAL INFORMATION

    Item 1.   Financial Statements (Unaudited) ................................

              Balance Sheets ..................................................3

              Statements of Operations.........................................4

              Statements of Stockholders' Equity...............................5

              Statements of Cash Flows.........................................6

              Notes to Financial Statements....................................7

    Item 2.   Management's Discussion and Analysis or Plan of Operation.......11

    Item 3.   Controls and Procedures.........................................12

Part II. OTHER INFORMATION

    Item 1.   Legal Proceedings...............................................13

    Item 6.   Exhibits........................................................13

Signatures....................................................................14

Exhibit Index.................................................................15


                                       2
<PAGE>


                         PART 1 - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS
                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               (SUCCESSOR COMPANY)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS

                                                                           January 31,      July 31,
                                                                               2006            2005
                                                                            ----------      ---------
                                                                           (Unaudited)      (Audited)
<S>                                                                         <C>             <C>
CURRENT ASSETS
    Cash                                                                    $   4,157       $      --
    Taxes receivable                                                            4,400              --
                                                                            ---------       ---------

       Total assets                                                         $   8,557       $      --
                                                                            =========       =========

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
    Accounts payable and accrued expenses                                   $  20,064       $  50,000
    Loan payable - majority shareholder                                       138,248          44,000
    Other liabilities                                                           4,226             470
                                                                            ---------       ---------
       Total current liabilities                                              162,538          94,470
                                                                            ---------       ---------

STOCKHOLDERS' EQUITY (DEFICIENCY)
    Preferred stock, par value $.10 per share, 1,000,000 shares
       authorized, no shares issued or outstanding                                 --              --
    Common stock, par value $.01 per share, 75,000,000 shares and
       12,000,000 shares authorized as of January 31, 2006 and                286,989         286,989
       July 31, 2005, respectively
    Additional paid in capital (discount on par value of common stock)       (286,989)       (286,989)
    Deficit accumulated during development stage                             (153,981)        (94,470)
                                                                            ---------       ---------
          Total stockholders' equity (deficiency)                            (153,981)        (94,470)
                                                                            ---------       ---------
          Total liabilities and stockholders' equity (deficiency)           $   8,557       $      --
                                                                            =========       =========
</TABLE>

                       See Notes to Financial Statements.


                                       3
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               (SUCCESSOR COMPANY)
                      STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                              For the Three          For the Six        Cumulative from
                                                                  Months               Months           April 26, 2005
                                                                  Ended                Ended               Through
                                                             January 31, 2006     January 31, 2006     January 31, 2006
                                                             ----------------     ----------------     ----------------
<S>                                                            <C>                  <C>                  <C>
Expenses
    General and administrative expenses                        $      9,706         $     60,155         $    154,155
    Interest expense                                                  2,410                3,756                4,226
                                                               ------------         ------------         ------------

Loss before benefit from income taxes                               (12,116)             (63,911)            (158,381)

Benefit from income taxes                                                --               (4,400)              (4,400)
                                                               ------------         ------------         ------------

Net loss                                                       $    (12,116)        $    (59,511)        $   (153,981)
                                                               ============         ============         ============

Net loss per common share - basic and diluted                  $         --         $     (0.002)        $     (0.005)
                                                               ============         ============         ============

Weighted average shares outstanding - basic and diluted          28,698,870           28,698,870         $ 28,698,870
                                                               ============         ============         ============
</TABLE>

                       See Notes to Financial Statements.


                                       4
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               (SUCCESSOR COMPANY)
    STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) - (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              Additional
                                                                                Paid-In
                                                 Common Stock                   Capital           Deficit
                                        ------------------------------       (Discount on       Accumulated
                                         Shares Issued                       Par Value of          During
                                        and Outstanding       Amount         Common Stock)    Development Stage        Total
                                        ---------------     ----------       -------------    -----------------     ----------
<S>                                       <C>               <C>               <C>                <C>                <C>
Balance at April 26, 2005 (Note 1)        28,698,870        $  286,989        $ (286,989)        $       --         $       --

Net loss                                          --                --                --            (94,470)           (94,470)
                                          ----------        ----------        ----------         ----------         ----------

Balance at July 31, 2005                  28,698,870           286,989          (286,989)           (94,470)           (94,470)

Net loss                                          --                --                --            (59,511)           (59,511)
                                          ----------        ----------        ----------         ----------         ----------

Balance at January 31, 2006               28,698,870        $  286,989        $ (286,989)        $ (153,981)        $ (153,981)
                                          ==========        ==========        ==========         ==========         ==========
</TABLE>

                       See Notes to Financial Statements.


                                       5
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               (SUCCESSOR COMPANY)
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                           Cumulative from
                                                                        For the Three       For the Six     April 26, 2005
                                                                         Months Ended      Months Ended        Through
                                                                       January 31, 2006  January 31, 2006  January 31, 2006
                                                                       ----------------  ----------------  ----------------
<S>                                                                        <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                   $ (12,116)        $ (59,511)        $(153,981)
Adjustment to reconcile net loss to net cash used in
    operating activities:
    Changes in assets and liabilities:
       Increase in taxes receivable                                               --            (4,400)           (4,400)
       (Decrease) increase in accounts payable and accrued expenses          (29,672)          (29,936)           20,064
       Increase in other liabilities                                           2,410             3,756             4,226
                                                                           ---------         ---------         ---------

              Net cash used in operating activities                          (39,378)          (90,091)         (134,091)
                                                                           ---------         ---------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan payable - majority shareholder                             43,535            94,248           138,248
                                                                           ---------         ---------         ---------

         Net cash provided by financing activities                            43,535            94,248           138,248
                                                                           ---------         ---------         ---------

         Net increase in cash                                                  4,157             4,157             4,157

CASH, beginning of period                                                         --                --                --
                                                                           ---------         ---------         ---------

CASH, end of period                                                        $   4,157         $   4,157         $   4,157
                                                                           =========         =========         =========
</TABLE>

                       See Notes to Financial Statements.


                                       6
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               (SUCCESSOR COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2006

NOTE 1      ORGANIZATION AND BUSINESS OPERATIONS

            MPLC, Inc. (f/k/a the Millbrook Press Inc.) (the "Company" or
            "MPLC") is the successor company to a corporation that emerged from
            a reorganization under Chapter 11 of the United States Bankruptcy
            Code as described in the Company's Annual Report on Form 10-KSB for
            the period ended July 31, 2005. The Company was incorporated under
            the laws of the State of Delaware in 1994. The Company intends to
            acquire assets or shares of an entity engaged in a business that
            generates, or has the potential of generating revenues, in exchange
            for securities of the Company.

NOTE 2      BASIS OF PRESENTATION

            The accompanying financial statements are unaudited and have been
            prepared in accordance with accounting principles generally accepted
            in the United States of America for interim financial information
            and with the instructions to Form 10-QSB. Accordingly, certain
            information and footnote disclosures normally included in financial
            statements prepared in accordance with accounting principles
            generally accepted in the United States of America have been omitted
            pursuant to such rules and regulations. These financial statements
            should be read in conjunction with the financial statements that
            were included in the Company's Annual Report on Form 10-KSB for the
            period ended July 31, 2005.

            The accompanying financial statements have been prepared on a going
            concern basis. The Company has discontinued its historical lines of
            business and currently has no principal operations or revenue, which
            raises substantial doubt about its ability to continue as a going
            concern. In addition, the Company has accumulated a deficit of
            $152,791 since entering the development stage effective April 26,
            2005. The Company's ability to continue as a going concern is
            contingent upon merging with another entity or acquiring revenue
            producing activities. The financial statements do not include any
            adjustments or reclassifications that might by necessary should the
            Company be unable to continue in existence.

            In the opinion of management, all adjustments (consisting of normal
            accruals) have been made that are necessary to present fairly the
            financial position and results of operations of MPLC, Inc. Operating
            results for the interim period presented are not necessarily
            indicative of the results to be expected for a full year.

            Certain reclassifications have been made to the financial statements
            presented for prior periods to conform with the current period
            presentation.


                                       7
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               (SUCCESSOR COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2006

NOTE 2      BASIS OF PRESENTATION (Continued)

            FRESH-START REPORTING

            All conditions required for adoption of fresh-start reporting were
            met on April 26, 2005 and the Company selected April 26, 2005 as the
            date to adopt the accounting provisions of fresh-start reporting.
            Fresh-start financial statements prepared by entities emerging from
            Chapter 11 will not be comparable with those prepared before their
            Plan of Reorganization was confirmed by the Bankruptcy Court because
            they are, in effect those of a new entity. Thus, comparative
            financial statements that straddle a confirmation date should not be
            and are not presented.

            DEVELOPMENT STAGE COMPANY

            Commencing April 26, 2005, the Company is considered a development
            stage company as defined by Statement of Financial Accounting
            Standards (SFAS) No. 7, as it has no principal operations nor
            revenue from any source.

            INCOME TAXES

            The Company follows SFAS No. 109, "Accounting for Income Taxes"
            which is an asset and liability approach that requires the
            recognition of deferred tax assets and liabilities for the expected
            future tax consequences of events that have been recognized in the
            Company's financial statements or tax returns.

            NET LOSS PER COMMON SHARE

            Net loss per common share is computed on the basis of the weighted
            average number of common shares outstanding during the period,
            including common stock equivalents (unless anti-dilutive).

            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 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.


                                       8
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               (SUCCESSOR COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2006

NOTE 3      NEW ACCOUNTING STANDARD

            In December 2004, the Financial Accounting Standards Board issued
            SFAS No. 123 (revised 2004), "Share-Based Payment". SFAS 123
            (revised 2004) requires companies to recognize in the statement of
            operations the grant-date fair value of stock options and other
            equity-based compensation. That cost will be recognized over the
            period during which an employee is required to provide service in
            exchange for the award, usually the vesting period. Subsequent
            changes in fair value during the requisite service period, measured
            at each reporting date, will be recognized as compensation cost over
            that period. In April 2005, the SEC extended the effective date for
            SFAS No. 123 (revised 2004) for public companies, to the beginning
            of a registrant's next fiscal year that begins after June 15, 2005.
            The Company adopted SFAS No. 123 (revised 2004) in the first quarter
            of its fiscal year ended July 31, 2006. Adoption of this standard
            did not have any impact on the Company's financial position or
            results of operations.

NOTE 4      LOAN PAYABLE - MAJORITY SHAREHOLDER

            As of January 31, 2006, the Company has received loans totaling
            $138,248 from its majority shareholder at an interest rate of 8%,
            which are due on demand. The purpose of the loans is to provide
            funding necessary for the Company to continue its corporate
            existence, seek out a business combination and fund professional
            fees and expenses related to being an SEC reporting company. The
            carrying amount of this financial instrument approximates fair value
            as the related interest rate approximates current market rates.

NOTE 5      INCOME TAXES

            MPLC, Inc. has approximately $154,000 and $95,000 in net operating
            loss carryforwards at January 31, 2006 and July 31, 2005,
            respectively, available to reduce future income taxes through 2025.
            A valuation allowance in the amount set forth in the table below has
            been recorded based on management's determination that it is more
            likely than not that the deferred tax assets will not be realized.
            At such time as it is determined that it is more likely than not
            that any or all of the deferred tax assets are realizable, the
            valuation allowance will be reduced. The tax effects of temporary
            differences that give/gave effect to the net deferred tax assets
            (liabilities) are/were as follows:

                                                         ----------------------
                                                         January 31,   July 31,
                                                            2006         2005
                                                         -----------   --------
      Deferred tax assets:
         Net operating loss carryforwards                 $ 62,000     $ 38,000
                                                          --------     --------
         Total gross deferred tax assets                    62,000       38,000
                                                          --------     --------

      Deferred tax liabilities:
                                                          --------     --------
         Total gross deferred tax liabilities                   --           --
                                                          --------     --------
      Total net deferred tax assets, before  valuation
           allowance                                        62,000       38,000
      Valuation allowance                                  (62,000)     (38,000)
                                                          --------     --------
      Net deferred tax (liabilities) assets               $     --     $     --
                                                          ========     ========


                                       9
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               (SUCCESSOR COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2006

NOTE 6      RELATED PARTY TRANSACTIONS

            The Company is using a portion of the premises occupied by First
            Americas, LLC ("First Americas") located at 1775 Broadway, New York,
            New York, 10019 as its principal office. Isaac Kier, the President
            of the Company, is an owner of First Americas. First Americas has
            agreed to waive payment of any rent by the Company for use of the
            offices. The Company has not paid any rent for its principal office
            since April 26, 2005.


                                       10
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this quarterly report of MPLC, Inc.
(hereinafter the "Company", "We", "Us" or the "Registrant") discuss future
expectations, contain projections of our plan of operation or financial
condition or state other forward-looking information. In this report,
forward-looking statements are generally identified by the words such as
"anticipate", "plan", "believe", "expect", "estimate", and the like.
Forward-looking statements involve future risks and uncertainties, and there are
factors that could cause actual results or plans to differ materially from those
expressed or implied. These statements are subject to known and unknown risks,
uncertainties, and other factors that could cause the actual results to differ
materially from those contemplated by the statements. The forward-looking
information is based on various factors and is derived using numerous
assumptions. A reader, whether investing in the Company's securities or not,
should not place undue reliance on these forward-looking statements, which apply
only as of the date of this quarterly report. Important factors that may cause
actual results to differ from projections include, for example: the success or
failure of management's efforts to implement the Company's plan of operation;
the ability of the Company to fund its operating expenses; the ability of the
Company to compete with other companies that have a similar plan of operation;
the effect of changing economic conditions impacting our plan of operation; and
the ability of the Company to meet the other risks as may be described in future
filings with the SEC.

OVERVIEW

The Company intends to acquire assets or shares of an entity engaged in a
business that generates, or has the potential of generating revenues, in
exchange for securities of the Company. The Company has not identified a
particular acquisition target as of the date of filing of this quarterly report,
and is not in negotiations regarding any such acquisition. As of the date of
this quarterly report, none of the Company's officers, directors, promoters or
affiliates is engaged in any negotiations with any representative of any other
company regarding a business combination between the Company and such other
company.

The Company intends to remain a shell company until a merger or acquisition is
consummated, and it is anticipated that during that time frame the Company's
cash requirements will be minimal. The Company does not anticipate that it will
have to raise capital during the next twelve months. The Company also does not
expect to make any significant capital acquisitions during the next twelve
months.

The Company intends to carry out its business plan as discussed herein. In order
to do so, the Company needs to pay ongoing expenses, including legal and
accounting fees incurred in conjunction with future compliance with its on-going
reporting obligations under the Exchange Act. Because the Company has no capital
with which to pay these anticipated expenses, the Company's President Mr. Kier
has indicated to us that he currently intends to provide us with limited funding
in the form of loans, on an as needed basis, necessary for us to continue our
corporate existence. Through January 31, 2006, Mr. Kier has made advances
totaling $138,248 to the Company, which advances accrue interest at a rate of 8%
per annum. However, we have no written agreement with Mr. Kier to provide
ongoing financing for any period and there is no assurance that he will continue
to provide such funding. Should Mr. Kier fail to loan the Company funds to pay
such expenses, the Company has not identified any alternative sources, and there
is substantial doubt about the Company's ability to continue as a going concern.
The Company currently does not intend to raise funds, either debt or equity,
from investors while the Company is a shell company, and the Company will not
borrow any funds to make any payments to the Company's management or affiliates.

The Company has no employees and does not expect to hire any prior to effecting
a business combination. The Company's President has agreed to allocate a portion
of his time to the activities of the Company, without compensation. The
President anticipates that the business plan of the Company can be implemented
by devoting a portion of his available time to the business affairs of the
Company. The Company's board of directors intends to provide the Company's
shareholders with complete disclosure documentation concerning the structure of
a proposed business combination prior to consummation.


                                       11
<PAGE>

FRESH-START REPORTING

As a result of it's bankruptcy filing under Chapter 11, the Company is subject
to the provisions of American Institute of Certified Public Accountant's
Statement of Position (SOP) 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code." Under SOP 90-7, fresh-start reporting
should be applied when, upon emergence from bankruptcy law proceedings, the
reorganization value of a company is less than the sum of all allowed claims and
post-petition liabilities of the company and the holders of the old common
shares receive fewer than fifty percent of the new voting shares in the
reorganization. Reorganization value is the fair value of the entity before
considering liabilities and approximates the amount a willing buyer would pay
for the assets of the entity immediately after restructuring. On January 25,
2005, the Bankruptcy Court confirmed the Plan of Reorganization. All conditions
required for adoption of fresh-start reporting were met on April 26, 2005 and
the Company selected April 26, 2005 as the date to adopt the accounting
provisions of fresh-start reporting. As the fair value of the Predecessor
Company's net assets were determined to be $-0-, this became the new basis for
the Successor Company's balance sheet as of April 26, 2005, and all results of
operations beginning April 26, 2005 are those of the Successor Company.

Any fiscal periods prior to April 26, 2005 pertain to what is designated in the
Company's financial statements and notes thereto as the "Predecessor Company,"
while the fiscal periods subsequent to and including April 26, 2005 pertain to
what is designated the "Successor Company." As a result of the implementation of
fresh-start reporting, the financial statements of the Successor Company
subsequent to and including April 26, 2005 are not comparable to the Predecessor
Company's financial statements for prior periods.

RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
financial statements and related notes to the financial statements, which are
included in this quarterly report on Form 10-QSB.

Net loss for the three months ended January 31, 2006 consisted of $8,788 for
professional fees, $2,410 for interest expense and $918 for other expenses.

Net loss for the six months ended January 31, 2006 consisted of $58,324 for
professional fees, $3,756 for interest expense $1,831 for other expenses net of
a tax benefit of $4,400.

Net loss for the period from April 26, 2005 (date of adoption of fresh-start
reporting) to January 31, 2006 consisted of $153,234 for professional fees,
$4,226 for interest expense, $1,831 for other expenses net of and a tax benefit
of $4,400.

CRITICAL ACCOUNTING POLICIES.

There have been no material changes to our Critical Accounting Policies
described in our Form 10-KSB filed with the Securities and Exchange Commission
on October 31, 2005.

ITEM 3. CONTROLS AND PROCEDURES

In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company's
management carried out an evaluation with participation of the Company's Chief
Executive and Financial Officer, its principal executive officer and principal
financial officer, of the effectiveness of the Company's disclosure controls and
procedures as of the end of the period covered by this report. Based upon that
evaluation, the Principal Executive and Financial Officer concluded, as of the
end of the period covered by this Form 10-QSB, that the Company's disclosure
controls and procedures are effective. There were no changes in the Company's
internal controls over financial reporting identified in connection with the
evaluation by the Principal Executive and Financial Officer that occurred during
the Company's second quarter that have materially affected or are reasonably
likely to materially affect the Company's internal controls over financial
reporting.


                                       12
<PAGE>

PART II OTHER INFORMATION

ITEM 6. EXHIBITS

31.1        Principal Executive and Financial Officer's Certificate, pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002.

32.1        Principal Executive and Financial Officer's Certificate, pursuant to
            18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002 - furnished only.


                                       13
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                MPLC, Inc.


Date: March 10, 2006                            By: /s/ Isaac Kier
                                                    ----------------------------
                                                Name: Isaac Kier
                                                Title: President, Secretary
                                                       Treasurer and Director


                                       14
<PAGE>

                                  EXHIBIT INDEX

31.1        Principal Executive and Financial Officer's Certificate, pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002.

32.1        Principal Executive and Financial Officer's Certificate, pursuant to
            18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002 - furnished only.


                                       15