CURRENT REPORTFORM 8-K

~~Pursuant to~~CURRENT ~~Section 13 or 15(d) of The Securities Exchange Act of 1934~~REPORT

~~Date~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest event report~~15(d) ~~July 8, 2005~~

~~The~~OF ~~Washtenaw~~THE ~~Group, Inc.~~SECURITIES EXCHANGE ACT OF 1934

~~(Exact~~Date ~~name~~ of Report ~~registrant~~(Date asof ~~specified~~earliest inevent ~~its charter~~reported):

Deleware		1-31795		20-0126218
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

January 6, 2006

3767 Ranchero Drive, Ann Arbor, Michigan		48108
(Address of principal executive offices)		(Zip Code)

THE WASHTENAW GROUP, INC.

~~734-662-9733~~(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code)

Michigan	1-31795	20-0126218
(State or Other Jurisdiction	(Commission	(I.R.S. Employer ID
of Incorporation)	File Number)	Number)

~~(Former~~3767 Ranchero ~~name~~Drive, orAnn ~~former address~~Arbor, ~~if change~~Michigan ~~since last report)~~48108

~~Check~~(Address ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the registrant under any of~~ ~~the~~Principal ~~following~~Executive ~~provisions:~~Offices)(Zip Code)

~~o Written~~Registrant’s ~~communications~~telephone ~~pursuant~~number, toincluding ~~Rule 425~~area ~~under the Securities Act~~ code: (~~17 CFR 230.425~~734) 662-9733

o Soliciting materialNot pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Applicable

~~o Pre-commencement communications~~(Former ~~pursuant~~name toor ~~Rule 14d-2(b) under~~former ~~the~~address, ~~Exchange~~if ~~Act~~changed ~~(17 CFR~~since ~~240.14d-2(b~~last report))

~~o Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule 13e-4(c) under~~ simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the registrant ~~240.13e-4(c))~~under any of the following provisions:

~~Section 2-Financial~~o Written communications ~~Information~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Item 2.03 Creation~~o Soliciting ofmaterial apursuant ~~Direct~~to ~~Financial~~Rule ~~Obligation~~14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~On July 8, 2005, The Washtenaw Group, Inc.’s operating~~o Pre-commencement ~~subsidiary,~~communications ~~Washtenaw~~pursuant ~~Mortgage~~to ~~Company,~~Rule ~~entered~~14d-2(b) ~~into~~under ~~a subordinated promissory note with Charles C. Huffman for~~ the ~~purpose~~Exchange ofAct ~~borrowing~~(17 ~~$1.0 million from Mr. Huffman. The subordinated promissory note was~~CFR ~~effective on June 30, 2005~~240. The loan is secured by a security interest in all mortgage servicing rights owned by Washtenaw Mortgage Company. The terms of the note call for a maturity on June 1, 2006 with interest payable monthly at a rate of prime plus 3%.14d-2(b))

~~Mr. Huffman is the Chief Executive Officer and Chairman of the~~o Pre-commencement ~~Board~~communications aspursuant ~~well~~to asRule a13e-4(c) ~~direct~~under ~~owner of approximately 44% of~~ the ~~outstanding~~Exchange ~~shares of~~Act ~~The~~(17 ~~Washtenaw Group, Inc. Mr. Huffman~~CFR ~~received a 1% commitment fee upon execution of the note~~240.13e-4(c))

~~Pursuant~~ITEM ~~to a Subordination Agreement among Washtenaw Mortgage Company, Mr~~3. ~~Huffman~~01 ~~and~~Notice ~~National~~of ~~City~~Delisting ~~Bank, the promissory note and the related security interest are subordinate to all liabilities now existing~~ or ~~hereafter arising~~Failure under the Second Amended and Restated Warehousing Credit Agreement in place between Washtenaw Mortgage Company and its lenders. Under the Subordination Agreement, payments under the note may only be made by the Company from the proceeds of the sale of servicing by the Company, such sale to beSatisfy approved by the lenders as provided in the Warehousing Credit Agreement, and only after the occurrence of each of the following events: (i) all of the servicing advances under the Warehousing Credit Agreement have been repaid in full by the Company, (ii) the 2004 tax refund which is due to the Company has been received by the Company and immediately deposited by the Company into the collateral proceeds account under the Warehousing Credit Agreement, and (iii) all pending interest payments due and payable under the Warehousing Credit Agreement and related notes have been fully paid by the Company through such date. The Subordination Agreement also provides, among other things, that the commencement of any foreclosure proceeding, or the enforcement of any other remedy under the subordinated promissory note by Mr. Huffman will constitute a ~~default~~Continued ~~under~~Listing ~~the~~Rule ~~Warehousing Credit Agreement at the time of such commencement~~ or ~~enforcement~~Standard.

2At a special meeting held on January 6, 2006, the Board of Directors of The Washtenaw Group, Inc. (the “Registrant”) unanimously approved the delisting of the Registrant’s common stock, par value $0.01 per share, from the American Stock Exchange, LLC (the “AMEX”) and the deregistration of the Registrant’s common stock under the Securities Exchange Act of 1934 (the “Exchange Act”). The Board determined that it was in the Registrant’s best interest to delist and deregister because of its recent decision to discontinue mortgage loan production operations and to ease the financial burden of continued compliance with the periodic reporting requirements in Section 13 of the Exchange Act, particularly the enhanced audit and corporate governance standards imposed by the Sarbanes Oxley Act of 2002.

~~Signatures~~On January 10, 2006, the Registrant filed an application with the Securities and Exchange Commission (the “SEC”) to voluntarily delist its common stock from the AMEX. Upon the SEC’s approval of the application, the Registrant will file a Form 15 with the SEC to effect the deregistration, at which time the Registrant will no longer be obligated to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K.

~~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 hereunto duly authorized.~~Signatures

		The Washtenaw Group, Inc.
Dated: July 8, 2005	/s/ Charles C. Huffman
		Charles C. Huffman
		President and Chief Executive Officer

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 hereunto duly authorized.

		The Washtenaw Group, Inc.


Dated:	January 11, 2006	/s/ Howard M. Nathan
		Howard M. Nathan
		Vice President and Chief Financial Officer

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