**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549








**FORM
      10-QSB**








**QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF**


**THE
      SECURITIES EXCHANGE ACT OF 1934**





**FOR
      THE QUARTERLY PERIOD ENDED December 31, 2005**





*COMMISSION
      FILE NO. 0-09482*





**COLORADO
      WYOMING RESERVE COMPANY**


(Exact
      Name of Small Business Issuer as Specified in its Charter)




Wyoming
            
            83-0246080(State
                or other jurisdiction
            
            (IRS
                Employerof
                incorporation)
            
            Identification
                No.)




751
                Horizon Court, Suite 205, Grand Junction, Colorado
            
            81506(Address
                of principal executive offices)
            
            (Zip
                Code)




Registrant’s
      telephone number, including area code: (970) 255-9995




Check
      whether the issuer (1) has 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 o




There
      were 10,857,694 shares of the Registrant's $.01 par value common stock
      outstanding as of February 13, 2005.





Transitional
      Small Business Disclosure: Yes o No x











**PART
        I - FINANCIAL INFORMATION**




**Item
      1. Financial Statements.** ****




COLORADO
      WYOMING RESERVE COMPANY


(A
      DEVELOPMENT STAGE ENTERPRISE)


CONSOLIDATED
      BALANCE SHEET


DECEMBER
      31, 2005


CURRENT
                  ASSETS:Cash
                  and cash equivalents
              
              $
              283Accounts
                  receivable
              
              
              —Total
                  current assets
              
              
              283PROPERTY
                  AND EQUIPMENT:Unproved
                  oil and gas properties
              
              
              26,598Other
                  property and equipment
              
              
              14,914Less
                  accumulated depreciation, other property and equipment
              
              
              (14,841
              )Net
                  property and equipment
              
              
              26,671Other
              
              
              1,960Total
                  assets
              
              $
              28,914CURRENT
                  LIABILITIES:Trade
                  accounts payable
              
              $
              62,394Other
                  accrued liabilities
              
              
              359,157Related
                  party payables:On
                  account
              
              
              773,518Convertible
                  Notes
              
              
              280,000Notes
                  payable
              
              
              25,000Total
                  current liabilities
              
              
              1,500,069EQUITYCommon
                  Stock, $.01 par value: authorized- 75,000,000 shares; issued and
                  outstanding- 10,857,694
              
              
              108,577Additional
                  paid-in capital
              
              
              5,396,976Warrants
              
              
              148,100Accumulated
                  deficit:Before
                  entering the development stage
              
              
              (4,441,242
              )After
                  entering the development stage
              
              
              (2,683,566
              )Total
                  Equity
              
              
              (1,471,155
              )Total
                  liabilities and equity
              
              $
              28,914





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




-2-





COLORADO
      WYOMING RESERVE COMPANY


(A
      DEVELOPMENT STAGE ENTERPRISE)


CONSOLIDATED
      STATEMENTS OF OPERATIONS


(UNAUDITED)


PERIOD
                FROMQUARTERS
                ENDED
            
            SIX
                MONTHS ENDED
            
            JANUARY
                1, 1999 TODECEMBER
                31,
            
            DECEMBER
                31,
            
            DECEMBER
                31,2005
            
            2004
            
            2005
            
            2004
            
            2005REVENUES
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —EXPENSESExploration
                cost
            
            
            0
            
            
            9,613
            
            
            0
            
            
            11,607
            
            
            711,336Depreciation,
                depletion and amortization
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            6,320General
                and administrative
            
            
            99,496
            
            
            109,764
            
            
            201,350
            
            
            157,489
            
            
            1,870,781Total
                expenses
            
            
            99,496
            
            
            119,377
            
            
            201,350
            
            
            169,096
            
            
            2,588,437Operating
                loss
            
            
            (99,496
            )
            
            (119,377
            )
            
            (201,350
            )
            
            (169,096
            )
            
            (2,588,437
            )OTHER
                INCOME (EXPENSE)Interest
                income (expense), net
            
            
            (5,350
            )
            
            (3,322
            )
            
            (10,700
            )
            
            (6,644
            )
            
            (93,898
            )Loss
                on sale of assets
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (1,231
            )Loss
                before income taxes
            
            
            (104,846
            )
            
            (122,699
            )
            
            (212,050
            )
            
            (175,740
            )
            
            (2,683,566
            )Provision
                for income taxes
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Net
                loss
            
            $
            (104,846
            )
            $
            (122,699
            )
            $
            (212,050
            )
            $
            (175,740
            )
            $
            (2,683,566
            )Basic
                and diluted loss per share
            
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.02
            )
            $
            (0.02
            )Outstanding
                shares
            
            
            10,857,694
            
            
            10,607,694
            
            
            10,857,694
            
            
            10,607,694





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




-3-





COLORADO
      WYOMING RESERVE COMPANY


(A
      DEVELOPMENT STAGE ENTERPRISE)


CONSOLIDATED
      CASH FLOW STATEMENTS


SIX
                MONTHS ENDED
            
            PERIOD
                FROMDECEMBER
                31,
            
            JANUARY
                1, 1999 TO2005
            
            2004
            
            DECEMBER
                31, 2005Cash
                flows from operating activities:Net
                loss
            
            $
            (212,050
            )
            $
            (175,740
            )
            $
            (2,683,566
            )Adjustments
                to reconcile net loss to net used in operating activities:Depletion,
                depreciation and amortization
            
            
            
            
            
            
            
            
            6,320Loss
                on asset sale
            
            
            —
            
            
            —
            
            
            1,231Amortization
                of note payable discount
            
            
            —
            
            
            —
            
            
            35,000Exploration
                cost paid by joint venture
            
            
            —
            
            
            
            
            
            361,767Equity
                issued as compensation
            
            
            —
            
            
            —
            
            
            95,600Changes
                in current assets and liabilities:Receivables
            
            
            
            
            
            
            
            
            3,126Payables
            
            
            182,280
            
            
            170,421
            
            
            1,153,313Other
            
            
            20
            
            
            
            
            
            (416
            )Net
                cash (used in) operating activities
            
            
            (29,750
            )
            
            (5,319
            )
            
            (1,027,645
            )Cash
                flows from investing activities:Additions
                to unproved properties
            
            
            —
            
            
            
            
            
            (10,572
            )Unproved
                property cost recovery
            
            
            —
            
            
            —
            
            
            191,467Asset
                purchases
            
            
            
            
            
            —
            
            
            (1,269
            )Proceeds
                from asset sale
            
            
            —
            
            
            —
            
            
            (2,354
            )Net
                cash provided by investing activities
            
            
            
            
            
            
            
            
            177,272Cash
                flows from financing activities:Sale
                of common stock
            
            
            12,500
            
            
            —
            
            
            846,956Borrowings
                under credit agreement
            
            
            —
            
            
            —
            
            
            130,509Repayment
                of joint venture advances
            
            
            —
            
            
            
            
            
            —Borrowings
                under credit agreementRepayment
                of note payable
            
            
            —
            
            
            —
            
            
            (130,000
            )Net
                cash provided by financing activities
            
            
            12,500
            
            
            
            
            
            847,465Net
                increase (decrease) in cash and equivalents
            
            
            (17,250
            )
            
            (5,319
            )
            
            (2,908
            )Cash
                and equivalents at beginning of period
            
            
            17,533
            
            
            30,317
            
            
            3,191Cash
                and equivalents at end of period
            
            $
            283
            
            $
            24,997
            
            $
            283





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




-4-





**COLORADO
      WYOMING RESERVE COMPANY**


("CWYR"
      or the "Company")





**NOTES
      TO FINANCIAL STATEMENTS**


(unaudited)





**Periods
      Ended December 31, 2005 and 2004**








1.
            INTERIM
                FINANCIAL STATEMENTS





The
      accompanying financial statements are unaudited. However, in the opinion of
      management, the accompanying financial statements reflect all adjustments
      necessary for a fair presentation.





Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with generally accepted accounting principles have been
      condensed or omitted pursuant to the Securities and Exchange Commission's rules
      and regulations. Management believes the disclosures made are adequate to make
      the information not misleading and suggests that these financial statements
      be
      read in conjunction with the Company's June 30, 2005 Form 10-KSB.





2.
            DEVELOPMENT
                STAGE ENTERPRISE; PLAN OF OPERATIONS;
                STRATEGY





The
      Company has no operating revenues as a result of its December 1998 sale of
      its
      producing properties. Accordingly, as of January 1, 1999, the Company has
      re-entered the development stage.





The
      Company is an oil and natural gas exploration company with a geographical focus
      in the Rocky Mountain region of the western United States. The Company's primary
      objective is the acquisition of interests in undeveloped oil and gas properties,
      and the location and development of economically attractive accumulations of
      hydrocarbons in such properties through the use of a highly-integrated,
      interpretive approach to the application of three-dimensional (3D) geophysical
      data (seismic data acquired and processed to yield a three-dimensional picture
      of the subsurface). The Company's acquisitions of undeveloped oil and gas
      properties are accomplished primarily by the acquisition of direct mineral
      leasehold interests from private, state and federal lands. The Company's
      Southwest Lisbon property is currently in production and once payout is achieved
      the Company will begin to have operating income.





The
      Company is a 3D Seismic exploration and production company focused on the
      Paradox Basin of Southeast Utah. CWYR has defined seven structures, after four
      years of seismic science and the expenditure of approximately $5 million on
      science, acreage and drilling, by it and its partners. After payout, the Company
      shall own 10.6% of structures one and two with structure one under development.
      Structure one is producing into a sales pipeline. Structures three through
      five,
      where the Company owns 42.5% working interest, remain to be drilled. Structures
      six and seven are in the acquisition phase and the Company would own 42.5%
      of
      these to be acquired structures. The Company anticipates additional 3D Seismic
      work around the identified structures. The Company would like to expand its
      current 16,640 acre 3D Seismic shoot generated in the years 2000 to 2002 by
      an
      additional 64,000 acres, in the future, in order to look for additional
      structures. Finally, it is worth noting that structures two through seven need
      to be drilled.





In
      years
      2000 to 2002 the Company acquired 68,000 acre leases and then shot, processed
      and interpreted 16,640 acres, state of the art 3D Seismic shoot. In 2003 the
      interpretation of the shoot was perfected. In 2004, the Partners and the Company
      drilled two, 3D Science confirming wells, in May and December respectively,
      on
      structure one. In 2005 the Company and Partners caused the Pipeline Contract
      and
      hook-up of two wells on structure one. The Company anticipates an aggressive
      posture in pursuit of this area.




-5-





The
      Company is currently focusing its exploratory efforts on its mineral interests
      in approximately 16,640 gross leased acres (approximately 4,214 net leased
      acres) in the central Paradox Basin of southeastern Utah (the "Paradox Basin
      Project" or the "Project"). During fiscal 2001, the Company obtained a 3D
      seismic survey (the "Seismic Survey") covering a 26 square mile portion of
      its
      Paradox Basin leasehold position. The survey results indicate that further
      exploratory work is warranted on the Paradox Basin Project. Together with its
      joint venture partners, CWYR has recently undertaken drilling and intends to
      raise additional capital in order to be able to participate in the next phase
      of
      development of the Paradox Basin Project.





On
      December 17, 2003, pursuant to the terms of a farmout agreement, Colorado
      Wyoming Reserve Company (the “Company”) elected to participate in the extension
      of an assignment of a lease regarding land located in San Juan County, Utah.
      The
      Company has a 42.5% working interest in the lease, and the lessor is the
      Department of the Interior.





On
      January 5, 2004, pursuant to the terms of a farmout agreement, the Company
      elected to participate in the acquisition of an oil and gas lease with respect
      to two wells located in San Juan County, Utah. The lessor is the Bureau of
      Land
      Management, and the Company and the other participants intend to recomplete
      the
      two wells upon resolution of certain contractual obligations and other issues.





On
      March
      3, 2005, the Company confirmed its proprietary 3D Seismic Science with two
      exploratory successes at its Paradox Basin Exploration Project in Southeast
      Utah. The science, four years under development, has been confirmed by the
      completion of the Federal 1-31 and the Evelyn Chambers wells on the Southwest
      Lisbon structure, 3 1⁄2 miles southwest of the 155 million barrel oil equivalent
      Lisbon Field in the same Mississippian formation. Both wells tested in the
      range
      of 2 MMCFD in the formation analogous to the productive formation at Lisbon.
      The
      wells are awaiting pipeline contract and hook-up.





The
      Company owns 10.6% APO of this 700-acre structure and 10.6% of the surrounding
      8,960 acres.  Further additional seismic work in light of this successful
      discovery is anticipated on the structure.





The
      Company owns 42 1⁄2 % of two other, 3D delineated, structures in the Paradox Basin
      Project.  Additionally, the Company will have 42 1⁄2 % of two other,
      tentatively identified, structures in the area.





On
      July
      21, 2005 the Company announced that it had received BLM approval to drill a
      third well on its previously 3D seismic identified Southwest Lisbon structure
      in
      the Paradox Basin Exploration Project in Southeast Utah.




The
      initial two successful wells are currently being production tested.




The
      Company also stated that there is the possibility that up to a total of 12
      to 16
      wells from multiple  zones
      on
      the Southwest Lisbon structure can be drilled.





The
      Company anticipates an extensive 3D seismic shooting program and drilling on
      its
      currently identified structures.





The
      Company plans an extensive 3D seismic shooting and drilling program in other
      parts of the Paradox Basin.





3.
            COMMITMENTS
                AND CONTINGENCIES





The
      Company entered into an employment contract with Mr. Fuerst on October 1, 1996
      pursuant to which Mr. Fuerst received a salary of $10,000 per month and was
      granted incentive stock options to purchase up to 500,000 shares of the
      Company's Common Stock at an exercise price of $1.00 per share (repriced to
      $.25
      per share in May 1999). The contract had an initial term of three years
      commencing October 1, 1996 and is renewed automatically for succeeding periods
      of one year unless terminated. The Contract may be terminated by Mr. Fuerst
      upon
      90-days prior written notice to the Company and by the Company without prior
      notice to Mr. Fuerst for cause (as defined in the contract). In May 1999, Mr.
      Fuerst's salary was reduced to $5,000 per month pursuant to an amendment to
      his
      employment agreement.




-6-





At
      February 13, 2006, the Company had no cash, no operations and no revenues.
      These
      factors raise substantial doubts about the Company's ability to continue as
      a
      going concern without raising significant additional capital.





At
      February 13, 2006, the following major events have taken place since June
      2004:





In
      accordance with the terms of the Farmout Agreement, the Farmees have provided
      interpreted seismic data to the Company, and the Company has, in turn, made
      assignments of the respective leasehold ownership interests to the Farmees.
      Based on the results of the Seismic Survey, the Company believes that
      exploratory test wells are warranted on at least three prospects. As the Seismic
      Survey covered less than one-third of CWYR's acreage position, the Company
      also
      believes additional acreage should be surveyed.





The
      Company and the Farmees may elect to sell the Paradox Basin Project for cash
      and
      to retain an overriding royalty interest in the Project. This option would
      require the Company to raise capital sufficient to fund its share of the costs
      of maintaining and marketing the Project, to pay its existing creditors and
      to
      run day-to-day operations until the Project is sold. Alternatively, the Company
      and the Farmees could enter into a farmout agreement with an industry partner
      whereby the industry partner pays all the cost of one or more exploratory wells
      and possibly a second seismic shoot. The Company would need to raise additional
      capital sufficient to fund its share of the drilling of future exploratory
      and
      development wells. Finally, the Company and the Farmees could decide to
      participate in the drilling of the initial exploratory well and all future
      drilling and seismic shoots. This third option would require extensive capital.




The
      Company plans to raise funds to meet its obligation to fund its 42.5 percent
      share of the costs of maintaining the Paradox Basin Project leasehold (estimated
      at $33,000 per year) and the costs of marketing the Project, to repay the
      $177,246 loan (which includes $122,000 principal plus $55,246 interest) borrowed
      under the Credit Agreement and due and payable in full on September 28, 2001,
      and to pay existing accounts payable. If the Company is not successful in
      raising additional capital to fund its short term needs, the Company may have
      to
      liquidate and stockholders may suffer a complete loss of their investment.





If
      the
      Company and the Farmees elect to sell the property, the Company intends to
      use
      its share of the proceeds to pay outstanding obligations, including the $177,246
      loan (which includes $122,000 principal plus $55,246 interest) under the Credit
      Agreement and existing accounts payable. Remaining proceeds, if any, may be
      used
      to purchase new oil and gas leases. If the joint venture elects to enter into
      a
      farmout agreement with an industry partner or to drill an exploratory well
      or
      wells, the Company would need significant additional financing. If an industry
      partner is brought in to drill or if the Company is not successful in raising
      additional capital, its interests in the Project would be further reduced.
      The
      failure to raise additional capital could also lead to forfeiture of the
      Company's interest in the Project.





4.
            LOSS
                PER SHARE





Basic
      and
      diluted earnings per share are the same, as the effect of warrants and options
      is antidilutive.





5.
            FARMOUT
                AGREEMENT





The
      Company entered into a farmout agreement (the "Farmout Agreement") with ST
      Oil
      Company ("ST Oil"), FM Energy, LLC (whose rights and interest were subsequently
      assigned to Moore Energy LLC ("Moore Energy")) and The Shoreline Companies,
      LLC,
      ("Shoreline") (collectively, "the Farmees"), effective September 22, 2000,
      to
      finance exploration of the Paradox Basin Project. Certain directors and
      stockholders of the Company are directors, officers and controlling stockholders
      of ST Oil, Moore Energy and Shoreline. Under the Farmout Agreement, the Company
      assigned 50 percent of its mineral working interests in the Paradox Basin
      Project to the Farmees in exchange for the Seismic Survey. Prior to the
      commencement of the Seismic Survey, the Company sold an additional 7.5 percent
      of its mineral working interests to the Farmees in February 2001 for $150,000.
      The purchase price was determined using the same valuation of the Paradox Basin
      Project as was used in the Farmout Agreement. The cost of completing, processing
      and interpreting the Seismic Survey of approximately $1.1 million was borne
      by
      the Farmees.




-7-





The
      Farmout Agreement requires the Company to bear 42.5 percent of the cost of
      maintaining the Paradox Basin Project leasehold, which cost is estimated at
      approximately $33,000 per year. The Company currently has no funds available
      to
      meet this obligation, and its interest in the Project consequently could be
      reduced or eliminated.





The
      Farmout Agreement establishes an area of mutual interest (the "AMI") until
      September 22, 2010. If during the ten-year term of the AMI, any party to the
      Farmout Agreement acquires an oil or gas leasehold interest in the AMI, that
      party must give all the other parties the opportunity to participate. The
      acquiring party must notify all other parties of the acquisition, and each
      recipient of this notice has thirty (30) days to notify the acquiring party
      of
      its election to participate or not participate. If a party elects to
      participate, the acquiring party must promptly assign to the party an interest
      in the leasehold interest proportionate to the party's interest under the
      Farmout Agreement. While there can be no assurance that the Company will have
      the funds to participate in future AMI acquisitions, it did participate during
      fiscal 2001, spending $54,000 on additional leases.




On
      September 25, 2002, Colorado Wyoming Reserve Company (the "Company") entered
      into a Farmout Agreement (the "2002 Farmout Agreement") with ST Oil Company,
      a
      Nevada corporation, and The Shoreline Companies, LLC, a Colorado limited
      liability company (collectively, the "Farmees"). The Company owns a 42.5%
      working interest and the Farmees collectively own a 34.5% working interest
      in
      certain oil and gas leases covering approximately 64,000 acres of land located
      in the Paradox Basin in San Juan County, Utah. J. Samuel Butler, a director
      of
      the Company till September 22, 2004, and a stockholder of the Company, is also
      President and Chief Executive Officer and a stockholder of ST Oil Company.
      F.
      Robert Tiddens and John F. Greene, directors of the Company till September
      22,
      2004, and stockholders of the Company, are also directors and 50% stockholders
      of The Shoreline Companies, LLC.




Under
      the
      2002 Farmout Agreement, the Farmees agreed to drill a test well in the Remington
      Prospect, which covers approximately 1,440 acres in the Paradox Basin. The
      well
      must be drilled to a certain depth on or after November 15, 2002. The Company,
      as Farmor, will have the option to either participate in the drilling of the
      first test well for its proportionate share or to farmout its interest to the
      Farmees. If the Company wants to participate in the first test well, the Company
      must submit its proportionate share of the estimated drilling costs within
      10
      days of receipt of a notice to commence drilling. The Company's failure to
      submit drilling costs within such time will be deemed the Company's election
      not
      to participate and to farmout its interests to the Farmees.




-8-




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





**UNCERTAINTY
      OF FORWARD-LOOKING INFORMATION**





This
      quarterly report on Form 10-QSB includes statements that are not purely
      historical and are "forward-looking statements" within the meaning of Section
      27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
      Exchange Act of 1934, as amended. Forward-looking statements involve risks
      and
      uncertainties that could cause actual results to differ from projected results.
      Such statements address activities, events or developments that the Company
      expects, believes, projects, intends or anticipates will or may occur, including
      such matters as its ability to raise capital sufficient enough to repay
      outstanding indebtedness, to fund its share of maintaining and marketing the
      Project and to participate in future Paradox Basin activities, the Company's
      use
      of proceeds from any financing or sale of its interest, the Company's beliefs
      regarding results of the Seismic survey and the next phase of development,
      volatility of common Stock prices, anticipated lack of revenues, anticipated
      losses, plans to market the Project to third parties and the effect of the
      application of certain accounting rules. Factors that could cause actual results
      to differ materially ("Cautionary Disclosures") include, among others: general
      economic conditions, the market price of oil and natural gas, concentration
      of
      the Company's properties in a small area in the Paradox Basin, the timing and
      results of the seismic shoot to be conducted under the farmout agreement, the
      strength and financial resources of the Company's competitors, climatic
      conditions, environmental risks, the results of financing efforts and regulatory
      developments and the factors identified in the Company's Annual Report on Form
      10-KSB for the fiscal year ended June 30, 2004, under the caption "Business-Risk
      Factors.". Many of such factors are beyond the Company's ability to control
      or
      predict. All forward-looking statements included in this Form 10-QSB are based
      on information available to the Company on the date hereof. Although the Company
      believes that the assumptions and expectations reflected in such forward-looking
      statements are reasonable, it can give no assurance that such expectations
      will
      prove to have been correct or that the Company will take any actions that may
      presently be planned. All forward-looking statements attributable to the Company
      or persons acting on its behalf are expressly qualified in their entirety by
      the
      Cautionary Disclosures.




-9-





**PART
      II - OTHER INFORMATION**





**Item
      1.   Legal Proceedings.**





None.





**Item
      2.    Changes in Securities and Use of Proceeds.**





A
      total
      of 50,000 shares were issued consequent to an exercise of outstanding options
      at
      $0.25 per share.




**Item
      3.   Defaults Upon Senior Securities.**





None.




**Item
      4.   Submission of Matters to a Vote of Security Holders.**





None.





**Item
      5.   Other Information.**





None.





**Item
      6.   Exhibits**





(a)
            Exhibits





31.1
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.





31.2
            Certification
                of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.





32.1
            Certification
                of Chief Executive Officer Pursuant to U.S.C. 18, Section
                1350.





32.2
            Certification
                Chief Financial Officer Pursuant to U.S.C. 18, Section
                1350.




-10-





**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.





**COLORADO
      WYOMING RESERVE COMPANY**




Dated:
      February 13, 2006


By : 
      /s/ KIM M. FUERST





Kim
      M.
      Fuerst


President,
      Chief Executive Officer and Treasurer


(Principal
      Executive Officer)






By: /s/
      Rafiq
      A. Sayed





Rafiq
      A.
      Sayed


Chief
      Financial Officer


(Principal
      Financial Officer)




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