SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2005


                         Commission File Number: 0-9500
                                     ------

                        MOUNTAINS WEST EXPLORATION, INC.
                 (Exact of small business issuer in its charter)

          New Mexico                                    0 85-0280415
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

3111 N. Seminary, Suite 1N, Chicago, Illinois                  60657
(Address of principal executive offices)                     (Zip Code)

Issuer's telephone number: (312) 952-7100

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                          $0.001 Par Value Common Stock
                                (Title of Class)

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act [ ].

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 [_]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

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

Issuer's revenues for its most recent fiscal year were $111,520.

The aggregate market value of the voting stock held by  non-affiliates  computed
by  reference  to the price at which the stock was sold,  or the average bid and
asked prices of such stock,  as of December  31, 2005 was  $218,506  (based on a
market value of $0.38 per share).

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 1,300,018 shares of common stock, par
value $.001 were outstanding as of December 31, 2005.




<PAGE>


                        MOUNTAINS WEST EXPLORATION, INC.

                               Table of Contents

FORWARD LOOKING STATEMENTS

PART I

Item 1.  Description of Business                                               2

Item 2.  Description of Property                                              10

Item 3.  Legal Proceedings                                                    10

Item 4.  Submission of Matters to a Vote of Security Holders                  10

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters             10

Item 6.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                            12

Item 7.  Financial Statements                                                 14

Item 8.  Changes  in  and  Disagreements  With  Accountants  on
         Accounting  and Financial Disclosure                                 26

Item 8A. Controls and Procedures                                              26

Item 8B. Other Information                                                    26

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act                    26

Item 10. Executive Compensation                                               28

Item 11. Security Ownership of Certain Beneficial Owners and
         Management                                                           30

Item 12. Certain Relationships and Related Transactions                       31

Item 13. Exhibits and Reports on Form 8-K                                     33

Item 14. Principal Accountant Fees and Services                               34

SIGNATURES                                                                    35



<PAGE>

FORWARD-LOOKING STATEMENTS

This  report  contains  forward-looking  statements  within  the  meaning of the
federal  securities  laws.  These  include  statements  about our  expectations,
beliefs,  intentions or strategies for the future,  which are indicated by words
or phrases such as "believes,"  "anticipates,"  "expects,"  "intends,"  "plans,"
"will,"  "estimates,  "and similar words. These  forward-looking  statements are
based  on  our  current   expectations   and  are  subject  to  certain   risks,
uncertainties and assumptions, including those set forth in the discussion under
Item 1,  "Description  of Business"  and Item 6,  "Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations."  Our actual results
may  differ  materially  from  results  anticipated  in  these   forward-looking
statements.  These forward-looking statements are based on information currently
available to us, and we assume no obligation to update them, except as otherwise
required by law. In this report,  "we," "us," "our" and the "Company"  refers to
Mountains  West  Exploration,  Inc.  and its  subsidiaries,  if any,  unless the
context otherwise requires.


                                       1

<PAGE>


                                     PART I

Item 1. Description of Business.

Mountains West Exploration, Inc. (the "Company") was incorporated under the laws
of the State of New Mexico on September 17, 1979.  Through May 2005, the Company
was primarily  engaged in the  acquisition,  exploration and development of coal
bed methane leases located in Colorado.

For the past several  years,  as resources had  permitted,  the Company had been
increasing  its  activities,  but was unable to obtain  significant  gas income.
Management's  time and the  limited  resources  of the  Company had been used to
maintain  the  properties  held,  to  acquire   additional   properties  and  to
participate,  to the extent possible, in the development of its properties.  The
Company has been unable to realize consistently  profitable  operations.  In May
2005,  the  Company  disposed  of all  interests  related  to  the  acquisition,
exploration and development of natural resources.

On November 15, 2005,  the Company  entered  into a Purchase  Agreement  with LD
Acquisition   LLC,  a  Delaware   limited   liability   company  (the  "Purchase
Agreement").  Both Grander,  LLC and DJS  Investments II, LLC are members of LD.
Mr. Wiskowski, our President and a member of our Board of Directors, is the sole
member of Grander,  LLC.  Also,  Mr.  Stukel,  our Secretary and Treasurer and a
member of our Board of Directors, is the sole member of DJS Investments II, LLC.
Pursuant to the Purchase  Agreement,  the Company  issued  300,000 shares of our
common stock (the "Purchase  Shares") to LD,  representing  approximately 23% of
our current  outstanding  shares of common stock and a warrant to purchase up to
10,000,000   shares  of  common  stock  which  upon  exercise  would   represent
approximately 94% of the then outstanding shares of our common stock.

In connection with this transaction, the Company also changed its business plan.
Our  Board  of  Directors  desires  to  pursue  business  endeavors  related  to
communications commerce, or as otherwise determined by the Board. We are seeking
to effect a merger,  exchange  of  capital  stock,  asset  acquisition  or other
similar  business  combination (a "Business  Combination")  with an operating or
development  stage business (a "Target  Business")  which desires to utilize our
status  as a  reporting  company  under  the  Securities  Exchange  Act of  1934
("Exchange  Act").  We expect to conduct no business  operations  in the future,
other than our efforts to effectuate a Business Combination.

The Company's  shareholders  have authorized a change in the name of the Company
to a new name in the  discretion  of the Board of  Directors.  This  requires an
amendment  to our  Articles  of  Incorporation.  The new  name  has not yet been
chosen.

The Company has no subsidiaries.

In March  2006,  we entered  into a  non-binding  letter of intent to acquire an
online  dating and an online  education  business from Think  Partnership,  Inc.
There can be no assurance that this transaction will be consummated.



                                       2
<PAGE>


Personnel.

The Company has no employees. The Company has retained and intends to retain the
services of outside parties for professional  services to the extent that it has
and will been able to afford such expenses.

RISK FACTORS

At this  time  we can be  characterized  as a  "shell"  corporation.  As a shell
corporation,  we face special risks inherent in the investigation,  acquisition,
or involvement in a new business opportunity.  We are dependent upon the efforts
of our officers and directors to effectuate a Business Combination. Assuming our
officers and directors are successful in identifying a Business Combination,  it
is unlikely our  shareholders  will have an opportunity to evaluate the specific
merits  or  risks of any one or more  Business  Combinations  and  will  have no
control over the decision making relating to such.

Due to our limited capital resources, the consummation of a Business Combination
will likely  involve the  acquisition  of, or merger or  consolidation  with,  a
company that does not need substantial  additional  capital but which desires to
establish a public trading  market for our shares,  while avoiding what it might
deem to be the adverse  consequences  of undertaking a public  offering  itself,
such as the time  delays and  significant  expenses  incurred to comply with the
various  federal  and  state   securities  laws  that  regulate  initial  public
offerings.

A Target Business might desire,  among other reasons,  to create a public market
for  their  shares  in order to  enhance  liquidity  for  current  shareholders,
facilitate  raising  capital  through the public sale of  securities  of which a
prior  existence of a public market for our  securities  exists,  and/or acquire
additional  assets  through the issuance of securities  rather than for cash. We
cannot estimate the time that it will take to effectuate a Business Combination.
It  could be time  consuming;  possibly  in  excess  of many  months  or  years.
Additionally,  no  assurance  can be made that we will be able to  effectuate  a
Business  Combination  on favorable  terms.  We might  identify and effectuate a
Business  Combination with a Target Business which proves to be unsuccessful for
any number of reasons.  If this occurs,  the Company and our shareholders  might
not realize any type of profit.

Unspecified Industry and Target Business.

We will seek to  acquire  a Target  Business  without  limiting  ourselves  to a
particular industry.  Most likely, the Target Business will be primarily located
in the United States, although we reserve the right to acquire a Target Business
primarily  located  outside the United States.  We are only able to make general
disclosures  concerning  the  risks  and  hazards  of  effectuating  a  Business
Combination with a Target Business since there is presently no current basis for
us to  evaluate  the  possible  merits or risks of the  Target  Business  or the
particular industry in which we may ultimately operate.


                                       3
<PAGE>



Any Target Business that is selected will be required to have audited  financial
statements  prior to the commencement of a Business  Combination.  To the extent
that we effect a Business  Combination with a financially unstable company or an
entity in its early stage of development or growth  (including  entities without
established  records of sales or earnings),  we will become  subject to numerous
risks inherent in the business and operations of financially  unstable and early
stage or potential emerging growth companies. In addition, to the extent that we
effect  a  Business   Combination   with  a  Target   Business  in  an  industry
characterized  by a high level of risk, we will become  subject to the currently
unascertainable  risks  of  that  industry.  An  extremely  high  level  of risk
frequently  characterizes  certain  industries  which  experience  rapid growth.
Although management will endeavor to evaluate the risks inherent in a particular
industry or Target  Business,  there can be no assurances  that we will properly
ascertain or assess all significant risk factors.

Probable Lack of Business Diversification.

As a result  of our  limited  resources,  in all  likelihood,  we will  have the
ability to effect only a single Business Combination. Accordingly, our prospects
for success will be entirely  dependent upon the future  performance of a single
business.  Unlike certain entities that have the resources to consummate several
Business  Combinations or entities operating in multiple  industries or multiple
segments  of a single  industry,  it is  highly  unlikely  that we will have the
resources  to  diversify  our  operations  or benefit  from  spreading  risks or
offsetting  losses.  Our probable  lack of  diversification  could subject us to
numerous economic,  competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular  industry in which we may
operate subsequent to consummation of a Business Combination.  The prospects for
our success may become dependent upon the development or market  acceptance of a
single or  limited  number of  products,  processes  or  services.  Accordingly,
notwithstanding the possibility of management  assistance to the Target Business
by us,  there can be no  assurance  that the  Target  Business  will prove to be
commercially viable.

Limited Ability to Evaluate Target Business' Management.

While  our  ability  to  successfully  effect  a  Business  Combination  will be
dependent upon certain key  personnel,  the future role of such personnel in the
Target Business cannot  presently be stated with any certainty.  There can be no
assurance  that current  management  will remain  associated in any  operational
capacity with the Company following a Business Combination.  Moreover, there can
be no assurances  that current  management will have any experience or knowledge
relating to the  operations  of the  particular  Target  Business.  Furthermore,
although we intend to closely  scrutinize the management of a prospective Target
Business in connection with evaluating the  desirability of effecting a Business
Combination,  there can be no assurances  that our assessment of such management
will  prove  to  be  correct,  especially  since  none  of  our  management  are
professional  business  analysts.  Accordingly,  we will be  dependent,  in some
significant  respects,  on the ability of the management of the Target  Business


                                       4
<PAGE>


who are  unidentifiable  as of the date  hereof.  In  addition,  there can be no
assurances  that  such  future   management  will  have  the  necessary  skills,
qualifications  or  abilities  to manage a public  company.  We may also seek to
recruit additional managers to supplement the incumbent management of the Target
Business.  There can be no  assurances  that we will have the ability to recruit
such  additional  managers,  or that  such  additional  managers  will  have the
requisite skill,  knowledge or experience  necessary or desirable to enhance the
incumbent management.

Opportunity for Shareholder Evaluation of Business Combinations.

Our  non-affiliate  shareholders  will,  in  all  likelihood,  not  receive  nor
otherwise have the  opportunity  to evaluate any financial or other  information
which will be made  available  to us in  connection  with  selecting a potential
Business Combination until after we have entered into an agreement to effectuate
a Business Combination.  Our non-affiliate  shareholders will be almost entirely
dependent on the judgment and  experience of  management in connection  with the
selection and ultimate consummation of a Business Combination.  In addition, the
form of Business  Combination  could impact upon the availability of dissenters'
rights  (i.e.,  the right to receive fair payment with respect to the  Company's
common stock) to shareholders disapproving the proposed Business Combination.

Selection  of  a  Target  Business  and Structuring  of a Business  Combination.

We anticipate  that the selection of a Target Business will be complex and risky
because of competition for such business opportunities among all segments of the
financial  community.  The nature of our search for the  acquisition of a Target
Business  requires  maximum  flexibility  inasmuch  as we  will be  required  to
consider various factors and circumstances  which may preclude meaningful direct
comparison  among  the  various  business  enterprises,   products  or  services
investigated.   Investors   should   recognize   that  the   possible   lack  of
diversification  among our  acquisitions  may not us to offset  potential losses
from one venture  against profits from another.  We have virtually  unrestricted
flexibility in identifying and selecting a prospective Target Business.

In addition,  in  evaluating a  prospective  Target  Business,  management  will
consider, among other factors, the following factors which are not listed in any
particular  order:  financial  condition  and results of operation of the Target
Business;  growth  potential and projected  financial  performance of the Target
Business  and the  industry  in  which  it  operates;  experience  and  skill of
management  and  availability  of additional  personnel of the Target  Business;
capital  requirements of the Target Business;  the availability of a transaction
exemption  from  registration  pursuant to the  Securities  Act for the Business
Combination;  the location of the Target Business;  competitive  position of the
Target Business;  stage of development of the product, process or service of the
Target  Business;  degree of  current  or  potential  market  acceptance  of the
product,  process  or  service  of the  Target  Business;  possible  proprietary
features and possible other protection of the product, process or service of the
Target  Business;  regulatory  environment  of the  industry in which the Target
Business operates; costs associated with effecting the Business Combination; and
-  equity  interest  in and  possible  management  participation  in the  Target
Business.  The  foregoing  criteria  are  not  intended  to be  exhaustive;  any


                                       5
<PAGE>


evaluation relating to the merits of a particular  Business  Combination will be
based,  to  the  extent  relevant,  on  the  above  factors  as  well  as  other
considerations  deemed  relevant by us in connection  with  effecting a Business
Combination  consistent with our business  objective.  In many instances,  it is
anticipated  that  the  historical  operations  of a  Target  Business  may  not
necessarily  be  indicative  of the  potential  for the  future  because  of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis,  change or substantially  augment  management,  or make
other  changes.

We will be dependent  upon the owners of a Target  Business to identify any such
problems which may exist and to implement,  or be primarily  responsible for the
implementation  of,  required  changes.  Because  we may  engage  in a  Business
Combination  with a newly  organized firm or with a firm which is entering a new
phase of  growth,  we will  incur  further  risks,  because  in many  instances,
management  of the  Target  Business  will  not have  proven  its  abilities  or
effectiveness,  the  eventual  market for the products or services of the Target
Business  will likely not be  established,  and the Target  Business  may not be
profitable subsequent to a Business Combination.

Our  limited  funds and the lack of  full-time  management  will  likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a Target  Business  before we commit  our  capital or other  resources  thereto.
Management   decisions,   therefore,   will  likely  be  made  without  detailed
feasibility studies, independent analysis, market surveys and the like which, if
we had more funds  available to it, would be desirable.  We will be particularly
dependent in making decisions upon information provided by the promoter,  owner,
sponsor,  or  others  associated  with  the  business  opportunity  seeking  our
participation.

In connection with our evaluation of a prospective  Target Business,  management
anticipates  that it will conduct a due diligence  review which will  encompass,
among other  things,  meetings  with  incumbent  management  and  inspection  of
facilities,  as well as review of financial or other  information  which will be
made  available  to us. The time and costs  required  to select  and  evaluate a
Target Business  (including  conducting a due diligence review) and to structure
and consummate the Business Combination cannot presently be ascertained with any
degree of certainty.

Our  officers  and  directors  only devote a small  portion of their time to the
operations  of  the  Company,  and,  accordingly,  consummation  of  a  Business
Combination may require a greater period of time than if they devoted their full
time to the Company's affairs.  However,  our officers and directors will devote
such time as they deem  reasonably  necessary,  to carry  out the  business  and
affairs of the Company,  including the evaluation of potential Target Businesses
and the negotiation of a Business  Combination  and, as a result,  the amount of
time devoted to our business and affairs may vary significantly  depending upon,
among other things,  whether we have identified a Target Business or are engaged
in active negotiations of a Business Combination.

Any costs  incurred in connection  with the  identification  and evaluation of a
prospective Target Business with which a Business  Combination is not ultimately
consummated  will  result in a loss to the  Company  and  reduce  the  amount of
capital  available  to  otherwise  complete  a Business  Combination  or for the
resulting entity to utilize. In the event we deplete our cash reserves, we might
be forced to cease  operations and a Business  Combination  might not occur.  We
anticipate that we will locate and make contact with Target Businesses primarily
through the


                                       6
<PAGE>


reputation and efforts of our officers and directors,  who will meet  personally
with  existing  management  and  key  personnel,   visit  and  inspect  material
facilities,  assets,  products and services  belonging  to such  prospects,  and
undertake  such  further  reasonable  investigation  as they  deem  appropriate.
Management  has a network of business  contacts  and believes  that  prospective
Target  Businesses  will be  referred to the Company  through  these  network of
contacts.

We also expect that many  prospective  Target  Businesses will be brought to our
attention  from  various  other  non-affiliated  sources,  including  securities
broker-dealers,  investment bankers,  venture  capitalists,  bankers,  and other
members of the financial  community.  We may engage the services of professional
firms that specialize in finding business acquisitions and pay a finder's fee or
other  compensation.  Since we have no  current  plans to  utilize  any  outside
consultants  or advisors to assist in a Business  Combination,  no policies have
been adopted  regarding use of such consultants or advisors,  the criteria to be
used in selecting such consultants or advisors, the services to be provided, the
term of  service,  or  regarding  the  total  amount  of fees  that may be paid.
However,  because of our  limited  resources,  it is likely that any such fee we
agree to pay would be paid in stock and not in cash.

As a general rule, Federal and state tax laws and regulations have a significant
impact upon the  structuring  of business  combinations.  We will  evaluate  the
possible tax  consequences  of any  prospective  Business  Combination  and will
endeavor to structure a Business Combination so as to achieve the most favorable
tax treatment  for us, the Target  Business and their  respective  stockholders.
There can be no assurance  that the Internal  Revenue  Service or relevant state
tax  authorities  will  ultimately  assent to our tax  treatment of a particular
consummated Business Combination.  To the extent the Internal Revenue Service or
any relevant state tax authorities  ultimately prevail in  recharacterizing  the
tax treatment of a Business  Combination,  there may be adverse tax consequences
to us, the Target Business and their respective stockholders. Tax considerations
as well as other relevant  factors will be valuated in  determining  the precise
structure of a particular Business Combination,  which could be effected through
various forms of a merger, consolidation or stock or asset acquisition.

We will, in all likelihood,  issue a substantial  number of additional shares in
connection with the consummation of a Business  Combination.  To the extent that
such additional shares are issued, dilution to the interests of our stockholders


                                       7
<PAGE>

will occur. Additionally,  if a substantial number of shares of common stock are
issued in connection with the consummation of a Business  Combination,  a change
in our control is likely to occur which will likely affect,  among other things,
our ability to utilize net operating loss carry forwards, if any.

Any such change in control may also result in the  resignation or removal of our
present officer and director.  If there is a change in management,  no assurance
can be given as to the experience or  qualification  of such persons,  either in
the operation of our  activities or in the operation of the business,  assets or
property  being  acquired.  Management  considers  it  likely  that in  order to
consummate a Business  Combination,  a change in control will occur;  therefore,
management  anticipates  offering a controlling interest to a Target Business in
order to effectuate a Business  Combination.

There are  currently no  limitations  relating to our ability to borrow funds to
increase the amount of capital available to us to effect a Business  Combination
or otherwise finance the operations of the Target Business. However, our limited
resources and lack of operating history could make it difficult for us to borrow
additional funds from other sources.  The amount and nature of any borrowings by
us will depend on numerous  considerations,  including our capital requirements,
potential lenders'  evaluation of our ability to meet debt service on borrowings
and the then prevailing  conditions in the financial markets, as well as general
economic conditions.

We do not have any arrangements with any bank or financial institution to secure
additional  financing and there can be no assurance  that such  arrangements  if
required  or  otherwise  sought,   would  be  available  on  terms  commercially
acceptable  or otherwise in our best  interests.  Our  inability to borrow funds
required to effect or facilitate a Business Combination, or to provide funds for
an additional  infusion of capital into a Target  Business,  may have a material
adverse effect on our financial  condition and future  prospects,  including the
ability to effect a Business  Combination.  To the  extent  that debt  financing
ultimately  proves to be  available,  any  borrowings  may subject us to various
risks  traditionally  associated  with  indebtedness,  including  the  risks  of
interest rate  fluctuations and  insufficiency of cash flow to pay principal and
interest.  Furthermore,  a  Target  Business  may  have  already  incurred  debt
financing and, therefore,  all the risks inherent thereto would be applicable.

If our  securities  are issued as part of an  acquisition,  such  securities are
required to be issued either in reliance upon exemptions from registration under
applicable   federal  or  state   securities   laws  or  registered  for  public
distribution.  We intend to  primarily  target  only  those  companies  where an
exemption from registration would be available;  however, since the structure of
the Business  Combination  has yet to be  determined,  no assurances can be made
that we will be able  to rely on such  exemptions.  Registration  of  securities
typically requires significant costs and time delays are typically  encountered.
In addition,  the issuance of additional  securities and their potential sale in
any trading  market which might develop in our common  stock,  of which there is

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<PAGE>

presently  no  trading  market  and no  assurances  can be  given  that one will
develop,  could  depress the price of our common  stock in any market  which may
develop in our common stock.  Further,  such  issuance of additional  securities
would result in a decrease in the percentage ownership of present shareholders.

Due to our small  size and  limited  amount of  capital,  our  ability  to raise
additional  capital if and when needed could be constrained.  Until such time as
any  enterprise,   product  or  service  which  we  acquire  generates  revenues
sufficient  to cover  operating  costs,  it is  conceivable  that we could  find
ourselves in a situation  where it needs  additional  funds in order to continue
our  operations.  This need  could  arise at a time when we are unable to borrow
funds and when market acceptance for the sale of additional shares of our common
stock does not exist.

Conflicts of Interest.

None of our affiliates, officers and directors are required to commit their full
time to our  affairs  and,  accordingly,  such  persons  may have  conflicts  of
interest in allocating  management time among various business  activities.  Our
affiliates,  officers  and  directors  may engage in other  business  activities
similar  and  dissimilar  to those we are  engaged  in.  As no  policy  has been
established  for the  resolution  of such a  conflict,  we  could  be  adversely
affected should management choose to place their other business interests before
ours. No assurance can be given that such  potential  conflicts of interest will
not cause us to lose potential opportunities.

Management may become aware of investment and business  opportunities  which may
be appropriate  for  presentation to us as well as the other entities with which
they are affiliated. Management may have conflicts of interest in determining to
which entity a particular business opportunity should be presented. Accordingly,
as a result of multiple business affiliations, management may have similar legal
obligations  relating to presenting  certain business  opportunities to multiple
entities.  In  addition,  conflicts  of interest  may arise in  connection  with
evaluations of a particular business  opportunity by the board of directors with
respect to the foregoing  criteria.  There can be no assurances  that any of the
foregoing  conflicts  will be resolved in our favor.

Management may actively negotiate for or otherwise consent to the disposition of
any portion of their  common  stock as a condition  to or in  connection  with a
Business Combination.  Therefore,  it is possible that the terms of any Business
Combination  will  provide for the sale of some  shares of common  stock held by
Management.  It is likely that none of our other  shareholders  will be afforded
the right to sell their  shares of Common  Stock in  connection  with a Business
Combination pursuant to the same terms that Management will be provided.

Competition.

We expect to encounter intense competition from other entities having a business
objective similar to ours.  Many of these entities are well-established and have
extensive  experience  in connection  with  identifying  and effecting  business
combinations  directly or through affiliates.  Many of these competitors possess
greater financial, marketing, technical, personnel and


                                       9
<PAGE>

other  resources  than us and there can be no  assurances  that we will have the
ability to compete  successfully.  Our  financial  resources  will be  extremely
limited  in  comparison  to  those  of many of our  competitors.  This  inherent
competitive  limitation could compel us to select certain less attractive Target
Businesses  for a Business  Combination.  There can be no  assurances  that such
Target  Businesses  will  permit  us to  meet  our  stated  business  objective.
Management believes, however, that our status as a reporting public entity could
give us a competitive  advantage over  privately held entities  having a similar
business  objective  to ours in  acquiring a Target  Business  with  significant
growth potential on favorable terms.

Item 2. Description of Properties.

Offices.

The Company's  principal  executive offices are now located at 3111 N. Seminary,
Suite 1N, Chicago,  Illinois 60657. The Company pays no rent for the use of this
office space.  We do not own any real property.

Item 3.  Legal Proceedings.

There are no legal  proceedings now pending to which the Company is a party. Nor
is its property the subject of any pending legal proceeding.

Item 4. Submission of Matters to a Vote of Securities Holders.

No matters were submitted to a vote of shareholders during the fourth quarter of
the Company's fiscal year.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

The Company's common stock is traded over-the-counter, under the symbol MWXI.OB.
The Company's  common stock is listed by the OTC Bulletin Board  Quotation.  The
high and low bid prices available during each quarter of 2004 and 2005 appear as
follows, however, the OTC quotes reflect interdealer prices and are not reliable
as to accuracy of individual  trades and may not  represent  actual prices after
mark up, mark down, or dealer discounts or commissions.


                                       10
<PAGE>


Bid Prices - 2005*  Bid Prices - 2005*   Bid Prices - 2004   Bid Prices - 2004
------------------------------------------------------------------------------

   1st Quarter       1st Quarter           1st Quarter          1st Quarter
------------------------------------------------------------------------------
       High              Low                  High                   Low
------------------------------------------------------------------------------
       2.25              0.75                 .012                  .001
------------------------------------------------------------------------------

   2nd Quarter       2nd Quarter           2nd Quarter          2nd Quarter
------------------------------------------------------------------------------
       1.50              0.80                 .01                   .001
------------------------------------------------------------------------------

   3rd Quarter       3rd Quarter           3rd Quarter          3rd Quarter
------------------------------------------------------------------------------
       1.10              1.01                 .005                  .001
------------------------------------------------------------------------------

   4th Quarter       4th Quarter           4th Quarter          4th Quarter
------------------------------------------------------------------------------
       1.01              0.38                 .06                   .01


------------------------
*Shareholders of the Company approved a pro-rata reverse split of the issued and
outstanding  common  stock,  by  which  each  fifty  shares  became  one  share.
Fractional shares will be rounded up to the next whole share. The effective date
of the reverse split was April 14, 2005 with record date of April 12, 2005.  Bid
prices for each Quarter in 2005 reflect such split.

There were  approximately  1,875 record holders of the Company's common stock on
March 31, 2006.

There currently is a limited public market for the Company's common stock in the
OTC,  and no  assurance  can be  given  that a  market  will  develop  or that a
shareholder ever will be able to liquidate his investment  without  considerable
delay, if at all. If a market should develop,  the price may be highly volatile.
Unless and until the Company's  common shares are quoted on the NASDAQ system or
listed on a national  securities  exchange,  it is likely that the common shares
will be defined as "penny stocks" under the Exchange Act (the  `"Exchange  Act")
and Securities and Exchange  Commission  ("SEC") rules thereunder.  The Exchange
Act and penny  stock  rules  generally  impose  additional  sales  practice  and
disclosure  requirements  upon  broker-dealers  who sell penny stocks to persons
other than certain "accredited investors"  (generally,  institutions with assets
in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual  income  exceeding  $200,000,  or  $300,000  jointly  with  spouse) or in
transactions not recommended by the broker-dealer.

For transactions covered by the penny stock rules, the broker-dealer must make a
suitability determination for each purchaser and receive the purchaser's written
agreement prior to the sale. In addition,  the  broker-dealer  must make certain
mandated  disclosures in penny stock transactions,  including the actual sale or
purchase  price and  actual bid and offer  quotations,  the  compensation  to be
received  by the  broker-dealer  and  certain  associated  persons,  and deliver
certain disclosures  required by the SEC. So long as the Company's common shares
are considered "penny stocks",  many brokers will be reluctant or will refuse to
effect  transactions in the Company shares,  and many lending  institutions will
not permit the use of penny stocks as collateral for any loans.


                                       11
<PAGE>


Effective  August  11,  1993,  the  Securities  and  Exchange   Commission  (the
"Commission")  adopted Rule 15g-9,  which established the definition of a "penny
stock," for purposes relevant to the Company,  as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions.  For any transaction involving a
penny  stock,  unless  exempt,  the rules  require:  (i) that a broker or dealer
approve a person's account for  transactions in penny stocks;  and (ii) that the
broker  or  dealer  receive  from  the  investor  a  written  agreement  to  the
transaction,  setting  forth the  identity and quantity of the penny stock to be
purchased.  In order to approve a person's  account  for  transactions  in penny
stocks,  the  broker  or  dealer  must  (i)  obtain  financial  information  and
investment  experience and objectives of the person;  and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient  knowledge and experience in financial matters to
be capable of evaluating the risks of transactions  in penny stocks.  The broker
or dealer  must also  deliver,  prior to any  transaction  in a penny  stock,  a
disclosure  schedule  prepared  by the  Commission  relating  to the penny stock
market,  which,  in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) states that the broker or
dealer  received a signed,  written  agreement  from the  investor  prior to the
transaction.  Disclosure  also has to be made  about the risks of  investing  in
penny  stock in both  public  offerings  and in  secondary  trading,  and  about
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

The Company has never paid  dividends  on its common  stock.

The  Company  has  no  securities  authorized  for  issuance  under  any  equity
compensation plan as of December 31, 2005

Item 6. Management's Discussion and Analysis or Plan of Operation.

Results of Operations

The Company had revenues of $111,520 in 2005 and  $163,804 in 2004.  The Company
incurred  operating  expenses  of $286,518  in 2005 and  $158,128  in 2004.  The
substantial  increase in expenses in 2005 was  primarily due to higher legal and
accounting fees over 2004. The largest components of expense were as follows.

                                    2005                    2004
---------------------------------------------------------------------------
Depreciation                        -0-                      432
---------------------------------------------------------------------------
Consulting                         33,431                  86,337
---------------------------------------------------------------------------
Rent                                -0-                     1,600
---------------------------------------------------------------------------
Transfer Agent                     4,531                    4,000
---------------------------------------------------------------------------
Travel                              -0-                     2,949
---------------------------------------------------------------------------
Legal and Accounting              215,672                  55,760
---------------------------------------------------------------------------

The net profit was $1,433 for 2004 compared to a loss of ($209,416)  for 2005 as
revenues  decreased  and  expenses  also  increased.  The net loss per share was
nominal in each year.

Liquidity and Capital Resources


                                       12
<PAGE>


During  the year,  the  Company  had  decreased  revenue  and a  decreased  cash
position, which was insufficient for any significant operations. The Company had
cash of $0 and no material illiquid assets at year end.

The Company's only capital resources are its negligible cash assets which may be
illiquid, and its common stock which might be sold to raise capital, if any.

Changes in Financial Condition

Year to date for 2005,  the Company  experienced a decrease in cash position due
to increased  expenses of the Company in  connection  with its change in control
transaction and costs associated  therewith.  The Company's total debt increased
to  approximately  $222,450 during the year as a result of expense  accruals and
debt incurred in connection with such transaction.

NEED FOR ADDITIONAL FINANCING

The Company may not have capital  sufficient to meet the  Company's  cash needs,
including the costs of compliance with the continuing reporting  requirements of
the Securities Exchange Act of 1934 (the "Exchange Act). The Company may have to
seek loans or equity  placements to cover such cash needs.  Lack of its existing
capital may be a  sufficient  impediment  to prevent it from  accomplishing  its
goals.  There is no assurance,  however,  that without funds it will  ultimately
allow the Company to carry out its business.

On February 22, 2006, the Company  received  $250,000 from LD  Acquisition,  LLC
("LD").  In return,  the Company entered into a Promissory Note with LD, whereby
the Company  agreed to pay Payee the principal sum of Two Hundred Fifty Thousand
and No/100ths Dollars ($250,000.00) (the "Note"). The Note bears simple interest
computed at the rate of eight percent (8%) per annum.  However, the Company will
need to raise additional  funds to continue its business  activities in the next
twelve months.

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be  available  to the Company to allow it to cover its expenses as they may
be incurred.

Irrespective of whether the Company's cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

The Company entered into a non-binding letter of intent to acquire online dating
and online education business from Think Partnership,  Inc. in March 2006. There
can be no assurance that this transaction will be consummated.  The comsummation
of this  transaction  would require the raise of significant  additional  funds.
There can be no assurances that these funds can or will be raised.


                                       13
<PAGE>

GOING CONCERN

The Company's auditor has issued a "going concern"  qualification as part of his
opinion in the Audit Report. There is substantial doubt about the ability of the
Company to continue as a "going  concern." The Company has no business,  limited
capital,  debt in  excess  of  $222,450,  all of which is  current,  $0 in cash,
minimal other liquid  assets,  and no capital  commitments.  The effects of such
conditions could easily be to cause the Company's bankruptcy.

Management hopes to  seek and obtain funding, via loans or private placements of
stock for operations,  to repay debt and to provide working capital.  Management
has plans to seek capital in the form of loans or stock  private  placements  in
the next year.

We have no off-balance sheet financing arrangements or special purpose entities.
We have not guaranteed any debt or commitments of other entities or entered into
any options on non-financial assets.

Item 7. Financial Statements.


                                       14
<PAGE>


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Mountains West Exploration, Inc.


We have audited the accompanying  balance sheets of Mountains West  Exploration,
Inc.  as of  December  31,  2005  and  the  related  statements  of  operations,
stockholders'  equity,  and cash  flows  for the  year  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.  The  December  31,  2004  financial  statements  of  Mountains  West
Exploration,  Inc.  were audited by another  auditor who has ceased  operations.
That auditor expressed an unqualified  opinion on those financial  statements in
his report dated February 16, 2005.

We conducted  our audit "in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States)" as outlined in PCAOB Standard No. 1.
Those standards require that we plan and perform the audits to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Mountains West  Exploration,
Inc. as of December 31, 2005, and the results of their operations and their cash
flows for the year then ended, in conformity with generally accepted  accounting
principles of the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. As discussed in Note 4, conditions exist which
raised  substantial  doubt  about the  Company's  ability to continue as a going
concern  unless  it is  able to  generate  sufficient  cash  flows  to meet  its
obligations  and sustain its operations.  Management's  plans in regard to these
matters are also  described in Note 4. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

JASPERS + HALL, PC
Denver, Colorado
March 27, 2006

/s/ JASPERS + HALL, PC


                                       15

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Mountains West Exploration, Inc.
Trinidad, CO  81082


We have audited the accompanying  balance sheets of Mountains West  Exploration,
Inc. as of December 31, 2004 and 2003 and the related  statements of operations,
stockholders'  equity,  and cash flows for the year ended  December 31, 2003 and
2004.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted  our audit "in  accordance  with  standards  of the Public  Company
Accounting  Oversight  Board  (United  States)" as  outlined  in PCAOB  Auditing
Standard No. 1. Those  standards  require that we plan and perform the audits to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We  believe  that our audit  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Mountains West  Exploration,
Inc. as of December 31, 2004 and 2003,  and the results of their  operations and
their cash flows for the years ended  December 31, 2004 and 2003,  in conformity
with accounting principles generally accepted in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. As discussed in Note 4, conditions exist which
raised  substantial  doubt  about the  Company's  ability to continue as a going
concern  unless  it is  able to  generate  sufficient  cash  flows  to meet  its
obligations  and sustain its operations.  Management's  plans in regard to these
matters are also  described in Note 4. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.



Michael Johnson & Co., LLC
Denver, Colorado
February 16, 2005


/s/Michael Johnson & Co., LLC
------------------------------


                                        16
<PAGE>



                        MOUNTAINS WEST EXPLORATION, INC.

                                 Balance Sheets


                                                            DECEMBER 31,
                                                            ------------
                                                        2005            2004
                                                        ----            ----
ASSETS:
Current assets:
   Cash                                               $      -        $  30,637
                                                      ----------      ----------
                                                      ----------      ----------

      Total current assets                                   -           30,637
                                                      ----------      ----------
                                                      ----------      ----------

Fixed assets:

   Office Equipment                                          -           15,819
   Lease & Well Equipment                                    -            1,236
                                                      ----------      ----------
                                                      ----------      ----------
                                                             -           17,055
      Less: Accumulated Depreciation                         -          (14,685)
                                                      ----------      ----------
                                                      ----------      ----------

         Total fixed assets                                  -            2,370
                                                      ----------      ----------
                                                      ----------      ----------

Other Assets:
   Undeveloped Property                                      -            1,540
   Well Leases                                               -           17,768
   Mineral Interest                                          -           12,740
                                                      ----------      ----------
                                                      ----------      ----------

      Total other assets                                     -           32,048
                                                      ----------      ----------
                                                      ----------      ----------

TOTAL ASSETS                                          $      -         $ 65,055
                                                      ==========      ==========
                                                      ==========      ==========


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current liabilities:
   Accounts Payable                                   $  25,450        $ 34,861
   Accrued Interest                                       4,433               -
   Note Payable                                         197,000          18,744
                                                      ----------      ----------
                                                      ----------      ----------

      Total current liabilities                         226,883          53,605
                                                      ----------      ----------
                                                      ----------      ----------

Long-Term Debt:
    Long-Term Debt                                           -           24,484
                                                      ----------      ----------
                                                      ----------      ----------

        Total long-term debt                                 -           24,484
                                                      ----------      ----------
                                                      ----------      ----------

Stockholders' equity:
Common Stock, no par value; 50,000,000 shares authorized;
  1,300,018 shares issued and outstanding
  December 31, 2005 and 1,000,018 shares issued
  and outstanding December 31, 2004                   1,582,786       1,579,786
 Retained Earnings (Deficit)                         (1,809,669)     (1,592,820)
                                                    ------------     -----------
                                                    ------------     -----------

    Total stockholders' equity (deficit)               (226,883)        (13,034)
                                                    ------------     -----------
                                                    ------------     -----------

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)  $       -        $  65,055
                                                    ============     ===========

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


                                      17
<PAGE>
                        MOUNTAINS WEST EXPLORATION, INC.

                            Statements of Operations

                                                               Year Ended
                                                              December 31,
                                                         -----------------------
                                                          2005          2004
                                                         ---------     ---------

CONTINUING OPERATIONS:

REVENUE:                                            $      -           $      -
                                                    ---------         ----------

EXPENSES:
   Legal Fees                                         25,000                  -
   Transfer Agent Fees                                   450                  -
                                                    ---------         ---------

OTHER INCOME AND EXPENSE
   Interest Expense                                    4,433                  -
                                                    ---------         ---------

TOTAL OPERATING (LOSS) FROM CONTINUED OPERATIONS     (29,883)                 -
                                                    ---------         ---------

DISCONTINUED OPERATIONS:

REVENUE
   Oil & Gas Income                                 $ 111,520         $ 163,801
                                                    ---------         ---------

       Net Income                                     111,520           163,801
                                                    ---------         ---------

EXPENSES:
   Bank Charges                                            -                 38
   Consulting                                          36,431            86,337
   Depreciation                                            -                432
   Dues & Subscriptions                                    -                367
   Legal and Accounting                               215,672            55,760
   Meals & Entertainment                                   -                185
   Office Expenses                                      5,253               563
   Postage                                              2,354               444
   Rent                                                    -              6,000
   Taxes                                                  277               571
   Telephone                                               -              1,482
   Transfer Agent Expense                               4,081             2,750
   Travel                                                  -              2,949
   Write- Off Assets                                   34,418
   Vehicle Expense                                         -                245
                                                     ---------        ---------

TOTAL EXPENSES                                         298,486          158,123
                                                     ---------        ---------

OTHER INCOME AND EXPENSE
   Interest Expense                                        -              4,245
                                                     ---------        ---------

TOTAL OTHER INCOME & EXPENSE                               -              4,245
                                                     ---------        ---------

NET OPERATING PROFIT (LOSS) FROM DISCONTINUED
   OPERATIONS                                        (186,966)            1,433
                                                     ---------        ---------

TOTAL OPERATING PROFIT (LOSS) FROM ALL
   OPERATIONS                                       $(216,849)        $   1,433
                                                    ==========        =========

PER SHARE INFORMATION:

   Weighted average number of
     common shares outstanding                      1,037,802           999,994
                                                    ---------         ---------

NET LOSS PER COMMON SHARE FOR DISCONTINUED
   OPERATIONS                                      $   (0.18)         $  (0.02)

NET LOSS PER COMMON SHARE FOR CONTINUING
   OPERATIONS                                          (0.03)                 -

NET LOSS PER COMMON SHARE                          $   (0.21)         $  (0.02)
                                                    =========         =========

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

                                     18
<PAGE>

                        MOUNTAINS WEST EXPLORATION, INC.
                            Statements of Cash Flows

                               (Indirect Method)

                                                             Year Ended
                                                            December 31,
                                                    ----------------------------
                                                    ----------------------------
                                                         2005             2004
                                                         ----             ----

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Profit (Loss)                                     $ (216,849)        $ 1,433

   Depreciation                                                -             432
   Decrease in Other Assets                               34,418               -
   Increase in Accrued Interest                            4,433               -
   Increase (Decrease) in Accounts Payable                (9,411)         34,861
                                                    ------------     -----------

NET CASH FLOWS USED BY OPERATIONS                       (187,409)         36,726
                                                    ------------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchase of Equipment & Leases                             -         (17,768)
                                                    ------------     -----------

CASH FLOWS USED BY INVESTING ACTIVITIES                       -         (17,768)
                                                    ------------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payment to Notes Payable                            (43,228)        (25,032)
    Issuance of Common Stock                              3,000          25,000
    Proceeds from Notes Payable                         197,000               -
                                                    ------------     -----------

NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES         156,772             (32)
                                                    ------------     -----------

NET INCREASE (DECREASE) IN CASH                         (30,637)         18,926
                                                    ------------     -----------

CASH AT BEGINNING OF PERIOD                              30,637          11,711
                                                    ------------     -----------

CASH AT END OF PERIOD                                       $ -        $ 30,637
                                                    ============     ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid for Interest                                   $ -         $ 4,245
                                                    ============     ===========

   Cash paid for income taxes                               $ -             $ -
                                                    ============     ===========

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


                                      19
<PAGE>
                        MOUNTAINS WEST EXPLORATION, INC.

                         Stockholders' Equity (Deficit)
                               December 31, 2005


                                                       Retained
                                   Common Stock        EARNINGS
                             -----------------------   --------
                             # of Shares    Amount     (Deficit)      Totals
                             -----------    ------     ---------      ------

Balance - December 31, 2001     740,409    1,554,786   (1,573,676)    (18,890)
                             -----------  ----------  -----------  -----------

Net Loss for year                     -            -       (4,094)      (4,094)
                             ----------   ----------  -----------  -----------

Balance - December 31, 2002     740,409    1,554,786   (1,577,770)     (22,984)
                             ----------   ----------  -----------  -----------

Net Loss for year                     -            -      (16,483)     (16,483)
                             ----------   ----------  -----------  -----------

Balance - December 31, 2003     740,409    1,554,786   (1,594,253)     (39,467)
                             ----------   ----------  -----------  -----------

Issuance of stock for cash      259,609       25,000            -       25,000
Net Profit for the Year               -            -        1,433        1,433
                             ----------   ----------  -----------  -----------

Balance - December 31, 2004   1,000,018    1,579,786   (1,592,820)     (13,034)
                             ----------   ----------  -----------  -----------

Issaunce of stock for Cash      300,000        3,000            -        3,000
Net Loss for Year                     -            -     (216,849)    (216,849)
                             ----------   ----------  -----------  -----------

Balance - December 31, 2005   1,300,018   $1,582,786  $(1,809,669)  $ (226,883)
                             ==========   ==========  ===========  ===========


All shares of stock reflect a 1 for 50
reverse split in April 2005



   The accompanying notes are an integral part of these financial statements


                                      20
<PAGE>

                        MOUNTAINS WEST EXPLORATION, INC.
                          Notes to Financial Statements
                                December 31, 2005


Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION:

Mountain West  Exploration,  Inc.  (MWEX) was  incorporated  in the state of New
Mexico on September  17,  1979.  It is  primarily  organized  for the purpose of
acquiring interests in undeveloped oil and gas and mineral leases, reselling all
or part of its  interest in these  leases to other  companies in the oil and gas
industry and engaging in other oil and gas  activities.  In connection  with the
changes in control of the Company,  we will also change our business plan. Prior
to the change in control,  we had been involved in the mineral  exploration  and
gas production industry and had not realized consistently profitable operations.
In  connection  with the change of control,  our board of  directors  desires to
pursue business  endeavors  related to  communications  commerce or as otherwise
determined  by such board of directors.  Accordingly,  our board intends to seek
additional  capital to enable us to fund the  purchase  of one or more  business
with a particular focus thereon. The Company's fiscal year end is December 31.

BASIS OF ACCOUNTING:

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting  principles  generally  accepted in the
United States.

CASH AND CASH EQUIVALENTS:

The Company  considers all highly  liquid debt  instruments,  purchased  with an
original maturity of three months or less, to be cash equivalents.

USE OF ESTIMATES:

The  preparation  of  financial   statements,   in  conformity  with  accounting
principles generally accepted in the United States,  requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

NET EARNINGS (LOSS) PER SHARE:

Net loss per share is based on the weighted  average number of common shares and
common shares  equivalents  outstanding during the period. The warrants were not
included in the  computation  of diluted net  earnings per share as their effect
would have been anti-dilutive.


                                      21
<PAGE>


                        MOUNTAINS WEST EXPLORATION, INC.
                          Notes to Financial Statements
                                December 31, 2005


OTHER COMPREHENSIVE INCOME:

The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.

Note 2 - FEDERAL INCOME TAXES:

The  Financial  Accounting  Standards  Board  (FASB)  has  issued  Statement  of
Financial Accounting  Standards Number 109 ("SFAS 109").  "Accounting for Income
Taxes",  which  requires  a change  from the  deferred  method  to the asset and
liability  method of accounting for income taxes.  Under the asset and liability
method,  deferred  income  taxes  are  recognized  for the tax  consequences  of
"temporary  differences" by applying  enacted  statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.

                                          December 31, 2005   December 31, 2004
Deferred tax assets
    Net operating loss carryforwards      $ 1,809,669         $ 1,578,155
    Accumulated Depreciation                    -0-                14,685
    Valuation allowance                    (1,809,669)          (1,592,820)
                                          ------------        -------------
    Net deferred tax assets               $         0           $        0
                                          ------------        -------------
                                          ------------        -------------

At December  31,  2005,  the Company had net  operating  loss  carryforwards  of
approximately $1,809,669 for federal income tax purposes. These carryforwards if
not utilized to offset taxable income will begin to expire in 2011.

Note 3 - NOTES PAYABLE - RELATED PARTY

Following is the summary of Notes Payable at December 31, 2005;

LD Acquisition,  LLC - A one-year loan at 18% interest per
annum.                                                                 $ 197,000
                                                                       ---------
Total Notes Payable                                                    $ 197,000
                                                                       ---------

Note 4 - GOING CONCERN:

The Company's financial statements have been presented on the basis that it is a
going concern.

The  Company's  ability to continue  as a going  concern is  dependent  upon its
ability  to  develop  additional  sources  of  capital  and  achieve  profitable
operations. There is insufficient cash on hand to support current or anticipated
operations. The accompanying financial statements do not include any adjustments
that might result from the outcome of these uncertainties. Management is seeking
new capital to revitalize the Company.


                                      22
<PAGE>

                        MOUNTAINS WEST EXPLORATION, INC.
                          Notes to Financial Statements
                                December 31, 2005


Note 5 - CAPITAL STOCK TRANSACTIONS:

     The authorized  capital stock of the Company was  established at 50,000,000
with no par  value.  In April  2005 the  Company  authorized  a 1 for 50 reverse
split.  All shares of stock have been adjusted to reflect this reverse split. In
November  2005  the  Company  issued  300,000  shares  of  stock  for cash to LD
Acquisition,  LLC. In  November  2005 the  Company  issued  warrants to purchase
10,000,000 shares of common stock in the Company to LD Acquisition, LLC.

Note 6 - SEGMENT INFORMATION

Until early 2005  Mountains  West  Exploration  operated  primarily  in a single
operating segment,  acquiring  interests in unproved oil, gas and mineral leases
and engaging in other oil and gas activities.  The Company is currently a "shell
company."

Note 7 - FINANCIAL ACCOUNTING DEVELOPMENTS:

Recently Issued Accounting Pronouncements

In February 2003, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 150,  "Accounting for Certain Financial  Instruments with Characteristics of
Both  Liabilities  and Equity".  The  provisions  of SFAS 150 are  effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
are effective at the beginning of the first interim period  beginning after June
15, 2003,  except for mandatory  redeemable  financial  instruments of nonpublic
entities.  The  Company  has not  issued  any  financial  instruments  with such
characteristics.

In December 2003, the FASB issued FASB  Interpretation  No. 46 (revised December
2003),  "Consolidation  of Variable  Interest  Entities"  (FIN No.  46R),  which
addresses  how  a  business  enterprise  should  evaluate  ,  whether  it  has a
controlling  financial  interest  in an entity  through  means other than voting
rights and accordingly  should consolidate the entity. FIN No. 46R replaces FASB
Interpretation No. 46, "CONSOLIDATION OF VARIABLE INTEREST ENTITIES",  which was
issued in January  2003.  Companies  are  required  to apply FIN 46R to variable
interests in variable interest entities ("VIE") created after December 31, 2003.
For variable interest in VIEs created before January 1, 2004 the  interpretation
is applied  beginning  January 1, 2005.  For any VIEs that must be  consolidated
under FIN No.  46R that  were  created  before  January  1,  2004,  the  assets,
liabilities and  non-controlling  interests of the VIE initially are measured at
their carrying  amounts with any difference  between the net amount added to the
balance sheet and any previously  recognized  interest  being  recognized as the
cumulative effect of an accounting  change. If determining the carrying value is
not  practicable,  fair value at the date FIN No. 46R first  applies may be used
measure the assets,  liabilities  and  non-controlling  interest of the VIE. The
Company does not have any interest in VIEs.


                                      23
<PAGE>

                        MOUNTAINS WEST EXPLORATION, INC.
                          Notes to Financial Statements
                                December 31, 2005

Note 7 - FINANCIAL ACCOUNTING DEVELOPMENTS (Cont):

In December  2004,  the FASB issued SFAS No. 123R  (revised  2004)  "Share-Based
Payment"  which amends FASB  Statement  No. 123 and will be effective for public
companies  for  interim  or annual  periods  beginning  June 15,  2005.  The new
statement  will require  entities to expense  employee  stock  options and other
share-based payments. The new standard may be adopted in one of three ways - the
modified  prospective  transition method, a variation of the modified transition
method or the  modified  retrospective  transition  method.  The  Company  is to
evaluate how it will adopt the standard and the  evaluation  the effect that the
adoption  of SFAS  123R will  have on the  financial  position  and  results  of
operations.

In November 2004, the FASB issued SFAS No. 151,  "INVENTORY  COSTS, AN AMENDMENT
OF ARB NO. 43,  CHAPTER  4." The  statement  amends the  guidance in ARB No. 43,
Chapter 4, INVENTORY PRICING,  to clarify the accounting for abnormal amounts of
idle facility expense,  freight,  handling costs and wasted material (spoilage).
Paragraph  5 of ARB No.  43,  Chapter  4  previously  stated  that  "under  some
circumstances,  items such as idle facility expense,  excessive spoilage, double
freight  and  rehandling  costs may be so abnormal  as to require  treatment  as
current period charges". SFAS No. 151 requires that those items be recognized as
current-period  charges  regardless  of whether  they meet the  criterion of "so
abnormal".  In  addition,  this  statement  requires  that  allocation  of fixed
production overhead to the costs of conversion be based on the prospectively and
are effective for inventory  costs incurred  during fiscal years beginning after
June 15, 2005, with earlier  application  permitted for inventory costs incurred
during  fiscal years  beginning  after the date this  Statement  is issued.  The
adoption  of SFAS No.  151 does not have an  impact on the  Company's  financial
position and results of operations.

In December 2004, the FASB issued SFAS No. 153, EXCHANGE OF NON-MONETARY ASSETS,
AN  AMENDMENT  OF APB  OPINION  NO.  29. The  guidance  in APB  opinion  No. 29,
Accounting  for  Non-monetary  Transactions,  is  based  on the  principle  that
exchange  of  non-monetary  assets  should be  measured on the fair value of the
assets  exchanges.  The  guidance in that  Opinion,  however,  included  certain
exceptions to that principle.  This Statement amends Opinion 29 to eliminate the
exception for non-monetary  exchanges of similar  productive  assets that do not
have commercial substance. A non-monetary has commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the
exchange.  SFAS No. 153 is effective  for  non-monetary  exchanges  occurring in
fiscal  periods  beginning  June 15,  2005.  The adoption of SFAS No. 153 is not
expected to have an impact on the  Company's  financial  position and results of
operations.

In March 2005,  the FASB  issued FASB  Interpretation  No. 47,  "Accounting  for
Conditional Asset Retirement  Obligations"  ("FIN 47"). FIN 47 provides guidance
relating to the identification of and financial  reporting for legal obligations
to perform an asset retirement activity. The Interpretation requires recognition
of a liability for the fair value of a conditional  asset retirement  obligation
when incurred if the liability's fair value can be reasonably estimated.  FIN 47
also defines  when an entity would have  sufficient  information  to  reasonably
estimate  the fair value of an asset  retirement  obligation.  The  provision is
effective no later than the end of fiscal years ending after  December 15, 2005.
The Company  will adopt FIN 47 beginning  the first  quarter of fiscal year 2006
and  does  not  believe  the  adoption  will  have  a  material  impact  on  its
consolidated financial position or results of operations or cash flows.


                                      24
<PAGE>

                        MOUNTAINS WEST EXPLORATION, INC.
                          Notes to Financial Statements
                                December 31, 2005

Note 7 - FINANCIAL ACCOUNTING DEVELOPMENTS (Cont):

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections"  ("SFAS 154") which replaces  Accounting  Principles Board Opinions
No. 20 "Accounting  Changes" and SFAS No. 3,  "Reporting  Accounting  Changes in
Interim  Financial  Statements-An  Amendment  of APB  Opinion  No. 28." SFAS 154
provides guidance on the accounting for and reporting of accounting  changes and
error  corrections.  It  establishes  retrospective  application,  or the latest
practicable  date,  as the required  method for reporting a change in accounting
principle and the  reporting of a correction of an error.  SFAS 154 is effective
for accounting changes and a correction of errors made in fiscal years beginning
after  December  15,  2005 and is  required  to be adopted by the Company in the
first quarter of 2006.  The Company is currently  evaluating the effect that the
adoption  of SFAS 154 will  have on its  results  of  operations  and  financial
condition but does not expect it to have a material impact.

In June 2005, the Emerging  Issues Task Force,  or EITF,  reached a consensus on
Issue 05-6,  DETERMINING  THE  AMORTIZATION  PERIOD FOR LEASEHOLD  IMPROVEMENTS,
which requires that leasehold  improvements  acquired in a business  combination
purchased subsequent to the inception of a lease be amortized over the lesser of
the  useful  life of the  assets  or a term  that  includes  renewals  that  are
reasonably  assured at the date of the business  combination  or purchase.  EITF
05-6 is effective for periods beginning after July 1, 2005. We do not expect the
provisions  of  this  consensus  to  have a  material  impact  on the  financial
position, results of operations or cash flows.

Note 8 - DISCONTINUED OPERATIONS:

Due to the unitization of the Company's  fractional  interests in wells into the
Spanish  Peaks Federal unit by the  operator,  which  resulted in a revenue back
charge estimated at $40,000 for overpayment of revenue,  and the anticipation of
future  charges to  revenues  for  development  and  workover,  the  Company has
assigned  its  interest  in  the  Spanish  Peaks  unit  to  a  non-affiliate  in
consideration  for the  assumption of all of the revenue back charges and future
assessments.

Note 9 - SUBSEQUENT EVENT:

On March 22, 2006 Think Partnership,  Inc. announced that it has signed a letter
of intent to sell its online dating and online  education  business to Mountains
West Exploration, Inc.


                                     25
<PAGE>


Item 8.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure.

Michael Johnson & Co., LLC, formerly auditors for the Company,  was dismissed as
auditor on June 1, 2005.  Jaspers + Hall,  PC were  engaged as auditors  for the
Company on June 1, 2005. The Change of Accountants  was approved by the Board of
Directors.  In  connection  with audit of the two most recent  fiscal  years and
through the date of termination of such accountants, no disagreements exist with
any former  accountant  on any matter of  accounting  principles  or  practices,
financial  statement   disclosure,   or  auditing  scope  of  procedure,   which
disagreements if not resolved to the satisfaction of the former accountant would
have caused them to make reference in connection  with his report to the subject
of the disagreement(s).

No other  principal  independent  accountant  resigned (or declined to stand for
re-election) or was dismissed  during the Company's two most recent fiscal years
or any later interim period.

Item 8A. Controls and Procedures

Evaluation of Internal and Disclosure Controls

The  management of the Company has evaluated the  effectiveness  of the issuer's
disclosure  controls and  procedures as of the end of the period for this report
(evaluation date) and have concluded that the disclosure controls and procedures
are adequate and  effective  based upon their  evaluation  as of the  evaluation
date.

There were no significant  changes in internal controls or in other factors that
could significantly  affect internal controls subsequent to the evaluation date,
including any  corrective  actions with regard to significant  deficiencies  and
material weaknesses.

Item 8B. Other Information

                                    PART III

None

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

The following  individuals are the Company's directors and executive officers as
of date of filing of this report.


                                       26
<PAGE>


          Name              Age          Positions held with Company
-------------------------------------------------------------------------------
Lee Wiskowski                39          Director, President

Douglas Stukel               36          Director, Treasurer and Secretary


Background information about each director and executive officer is as follows:

Lee  Wiskowski,  President  and  Director,  age 39. On November  15,  2005,  Mr.
Wiskowski  was  appointed to serve as our President and as a member of our board
of directors. Mr. Wiskowski also serves as a director of Capital Growth Systems,
Inc. ("CGS") and as a co-chief  executive officer of CGS. In 1994, Mr. Wiskowski
was the co--founder of Madison  Securities and early in 1999 was a co-founder of
Advanced Equities,  Inc., both NASD licensed broker-dealers focusing on emerging
growth companies.  During his tenure with these two companies, Mr. Wiskowski had
significant  responsibility in the companies' raising of capital for private and
public placements,  primarily of high technology  companies.  Mr. Wiskowski sold
his interest to the other  principals of Advanced  Equities  approximately  five
years ago. Since  December 2002, Mr.  Wiskowski has been engaged in the business
of  providing  financial  and  advisory  services to emerging  growth  companies
through Grander, LLC and Momentum Capital, LLC, both privately held advisory and
consulting  firms. As the sole owner of Grander,  LLC and co-founder of Momentum
Capital,  LLC, Mr. Wiskowski's  responsibilities  are related to the location of
potential  clients,  the  negotiation  of agreements  with those clients and the
provision of advisory services related to the clients. Mr. Wiskowski also serves
as a director of Health Partnership, Inc. ("HHPN") and officer.

Douglas Stukel, Secretary, Treasurer and Director, age 36. On November 15, 2005,
Mr. Stukel was appointed to serve as our Secretary and Treasurer and as a member
of our board of  directors.  Mr.  Stukel  also  serves as a director  of Capital
Growth Systems,  Inc. ("CGS") and as the co-chief  executive officer of CGS. Mr.
Stukel, together with Mr. Wiskowski,  led the investor group which purchased the
majority  stake in CGS,  and  subsequently  raised  substantial  capital to fund
working  capital  requirements  in connection  with CGS'  acquisitions  of Nexvu
Technologies,  LLC and Frontrunner Network Systems, Inc. In addition, Mr. Stukel
is a co--founder of Premier Holdings of Illinois,  LLC, a distributor of medical
supplies  based in Joliet,  Illinois.  Mr.  Stukel  served as the  president  of
Cendant Home Funding, a residential mortgage company based in Joliet,  Illinois,
from 1997 until 2001. Mr. Stukel is also a co-founder of Momentum Capital,  LLC,
a privately held firm providing  financial  advisory services in connection with
mergers  and  acquisitions  and  analysis  as to  strategic  alternatives.  As a
co-founder of Momentum Capital,  LLC, Mr. Stukel's  responsibilities are related
to the location of potential  clients,  the negotiation of agreements with those
clients and the  provision  of advisory  services  related to the  clients.  Mr.
Stukel  also  serves as a director  of Health  Partnership,  Inc.  ("HHPN")  and
officer.


                                       27
<PAGE>

Other Information regarding our Directors and Executive Officers

There are no family  relationships  among the  current  executive  officers  and
directors.  Also, none of our executive  officers or directors are involved in a
proceeding adverse to us. Additionally, none of such persons are or have been:

o    involved in a bankruptcy petition filed by or against any business of which
     such persons was a general partner or executive  officer either at the time
     of bankruptcy or within two years prior to that time;

o    convicted  of a  criminal  proceeding  or is  being  subject  to a  pending
     criminal proceeding;

o    subject  to any  order,  judgment  r  decree,  not  subsequently  reversed,
     suspended or vacated, of any court of competent  jurisdiction,  permanently
     or  temporarily  enjoining,  barring,  suspending or otherwise  limited his
     involvement in any type of business, securities or banking activities; or

o    found by a court of competent jurisdiction, the SEC or the Commodity Future
     Trading  Commission  to have  violated  a federal  or state  securities  or
     commodities  law and the  judgment  has not  been  reversed,  suspended  or
     vacated.

Employment Agreements

We do not have employment  agreements with Messrs.  Wiskowski or Stukel.  We may
enter into such agreements in the future.

Section 16(a) Beneficial Ownership Reporting Compliance

Section  16(a)  of the  Exchange  Act  requires  that our  directors,  executive
officers and persons who own more than 10% of our outstanding  common stock file
initial  reports of ownership  and reports of changes in ownership in the common
stock with the SEC.  Officers,  directors and stockholders who own more than 10%
of the  outstanding  common  stock of the  Company  are  required  by the SEC to
furnish us with copies of all Section 16(a) reports they file. To our knowledge,
based  solely on the review of the copies of these  reports  furnished to us and
written  representations  that no other  reports were  required  during the year
ended December 31, 2005, all officers,  directors and 10% stockholders  complied
with all applicable Section 16(a) filing requirements.

Item 10. Executive Compensation.

The following table sets forth certain  information  concerning the remuneration
paid by the Company for each fiscal year ended December 31, 2005, 2004, 2003 for
each officer and director.

SUMMARY COMPENSATION TABLE OF EXECUTIVES AND DIRECTORS

------------------------------------------------------------------------------
Name and             Fiscal     Annual        Awards   Salary   Bonus   Other
Principal            Year       Compensation                            Annual
------------------------------------------------------------------------------
Robert Doak          2005         0             0        0        0       0
President/CEO
and Director
(Resigned 2004)
------------------------------------------------------------------------------
                     2004         $86.337       0        0        0       0
------------------------------------------------------------------------------
                     2003         $64,834       0        0        0       0
------------------------------------------------------------------------------
David Shier,         2005         0             0        0        0       0
Secretary &
Director
(Resigned 2004)
------------------------------------------------------------------------------
                     2004         0             0        0        0       0
------------------------------------------------------------------------------
                     2003         0             0        0        0       0
------------------------------------------------------------------------------
Denis Iler           2005         0             0        0        0       0
President/CFO
Director
(Resigned 2005)
------------------------------------------------------------------------------
                     2004         0             0        0        0       0
------------------------------------------------------------------------------
                     2003         0             0        0        0       0
------------------------------------------------------------------------------
Redgie Green         2005         0             0        0        0       0

                                       28
<PAGE>

Secretary &
Treasurer
Director
(Resigned 2005)
---------------------------------------------------------------------------
                     2004        NA            NA       NA
---------------------------------------------------------------------------
                     2003        NA            NA       NA
---------------------------------------------------------------------------
Lee Wiskowski        2005        0             0        0
---------------------------------------------------------------------------
President/Director   2004        NA            NA       NA
---------------------------------------------------------------------------
                     2003        NA            NA       NA
---------------------------------------------------------------------------
Doug Stukel          2005        0             0        0
---------------------------------------------------------------------------
Secretary/Treasurer  2004        NA            NA       NA
and Director
---------------------------------------------------------------------------
                     2003        NA            NA       NA
---------------------------------------------------------------------------
All Officers &       2005        0             0        0
Directors as a
group
---------------------------------------------------------------------------
                     2004        $86,337       0        0
---------------------------------------------------------------------------
                     2003        $64,834       0        0
---------------------------------------------------------------------------


Other than the  remuneration  discussed  above,  the Company has no  retirement,
pension,  profit sharing, stock option or similar program for the benefit of its
officers,  Directors  or  employees,  nor  does  it have a Long  Term  Incentive
Programs.

Audit Committee

The company  does not have an Audit  Committee.  The members of the Board sit as
the Audit  Committee.  No qualified  financial  expert has bee hired because the
Company is to small to afford such expense.

Code of Ethics

The Company has adopted a Code of Ethics for the Board and employees.

Committees and Procedures

        (1) The registrant has no standing  audit,  nominating and  compensation
committees  of  the  Board  of  Directors,   or  committees  performing  similar
functions. The Board acts itself in lieu of committees due to its small size.

        (2) The view of the board of directors is that it is appropriate for the
registrant not to have such a committee because all directors participate in the
consideration of director nominees and the board is so small.


                                       29
<PAGE>

        (3) Each of the members of the Board which acts as nominating  committee
is not  independent,  pursuant to the definition of  independence  of a national
securities  exchange  registered  pursuant to section 6(a) of the Act (15 U.S.C.
78f(a).

        (4)  The  nominating   committee  has  no  policy  with  regard  to  the
consideration of any director  candidates  recommended by security holders,  but
the committee will consider director candidates recommended by security holders;

        (5)  The  basis  for the  view  of the  board  of  directors  that it is
appropriate  for the  registrant  not to have such a policy is that  there is no
need to adopt a policy for a small company.

        (6) There are no specific,  minimum  qualifications  that the nominating
committee  believes  must be met by a nominee  recommended  by security  holders
except to find  anyone  willing  to serve with  clean  background.  There are no
differences in the manner in which the nominating  committee  evaluates nominees
for director based on whether the nominee is  recommended by a security  holder,
or found by the board.

        (7) The nominating  committee's  process for  identifying and evaluating
nominees for director, including nominees recommended by security holders, is to
find anyone willing to serve with clean background.  There are no differences in
the manner in which the  nominating  committee  evaluates  nominees for director
based on whether the nominee is  recommended by a security  holder,  or found by
the board.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth  beneficial  ownership of the  Company's  common
stock as of December 31, 2005 by: (i) each director and executive officer of the
Company  (including  options,  warrants or other  rights  exercisable  within 60
days);  (ii) all  officers and  executive  officers,  as a group,  and (iii) all
persons known by the Company to own more than 5% of the Company's  common stock.
The  table  shows  beneficial  ownership  of the  Shares.  Except  as  otherwise
indicated,  each  stockholder  named in the table has sole voting and investment
power with respect to the shares beneficially owned. On December 31, 2005, there
were 1,300,018 shares of common stock outstanding.

                                                        Shares      Percentage
--------------------------------------------------------------------------------
Lee Wiskowski, Director and President (1)               725,000         56%
c/o 3111 N. Seminary
Suite 1 N
Chicago, Illinois 60657
--------------------------------------------------------------------------------
Douglas Stukel, Director, Secretary and Treasurer(2)    725,000         56%
24750 Manor Drive
Shorewood, IL  60431
--------------------------------------------------------------------------------


                                       30
<PAGE>

--------------------------------------------------------------------------------
All executive officers and directors as a group         725,000         56%
--------------------------------------------------------------------------------

(1) Of the shares reported in the chart above, 725,000 shares are owned directly
by LD Acquisition, LLC, an Illinois limited liability company, of which Grander,
LLC is a member. 10,000,000 shares may also be acquired upon the exercise of the
Warrant  owned  directly  by LD  Acquisition,  LLC, of which  Grander,  LLC is a
member. Mr. Wiskowski is the sole member of Grander, LLC.

(2) Of the shares reported in the chart above, 725,000 shares are owned directly
by LD Acquisition,  LLC, an Illinois  limited  liability  company,  of which DJS
Investments II, LLC is a member. 10,000,000 shares may also be acquired upon the
exercise of the Warrant  owned  directly  by LD  Acquisition,  LLC, of which DJS
Investments  II,  LLC is a  member.  Douglas  Stukel  is the sole  member of DJS
Investments II, LLC.

The  Company  has  no  securities  authorized  for  issuance  under  any  equity
compensation plan.

Item 12. Certain Relationships and Related Transactions.

The Company  paid Robert Doak  $86,337 in  consulting  fees for his  services in
2004.  Mr. Doak was President  and a Director of the Company  until  November 3,
2004.

The Company entered into a Share Purchase  Agreement (the "Purchase  Agreement")
with LD Acquisition LLC, a Delaware limited liability  company ("LD").  Pursuant
to the terms of the Purchase Agreement,  on November 15, 2005: we issued 300,000
shares  of  our  common  stock  (the  "Purchase  Shares")  to  LD,  representing
approximately 23% of our current outstanding shares of common stock,  (including
such newly issued  shares) and a warrant to purchase up to 10,000,000  shares of
common stock, which upon exercise would represent  approximately 94% of the then
outstanding  shares of our common stock.

Also on November 15, 2005, LD entered into a Share  Purchase  Agreement  ("SPA")
with Skye Blue Ventures LLC, a Colorado limited liability company  controlled by
Dennis Iler ("Skye  Blue").  Pursuant to the SPA, LD acquired  425,000 shares of
common  stock of the Company  from Skye Blue,  in exchange for a cash payment of
$230,000.  Denis Iler was a Director of the Company  from March 4, 2005  through
December 18,  2005.  On November 15,  2005,  Mr.  Denis Iler  resigned  from his
positions as our Chief Executive Officer, President, Secretary and Treasurer.




                                       31
<PAGE>


Corporate Governance

We are not a "listed company" under SEC rules and are,  therefore,  not required
to have an audit committee comprised of independent directors.  Our entire Board
serves  as  our  audit   committee.   No  member  of  our  Board  is  considered
"independent"  pursuant to Section  10A(m)(3) of the  Securities Act of 1934, as
amended.  The  Board  has  determined  that  its  members  are  able to read and
understand  fundamental  financial  statements  and  have  substantial  business
experience  that results in their  financial  sophistication.  Accordingly,  the


                                       32
<PAGE>

Board  believes that its members have the  sufficient  knowledge and  experience
necessary  to  fulfill  the  duties  and  obligations  of  members  of the audit
committee.

Additionally,  our Board does not have a  standing  compensation  or  nominating
committee.  Because we do not have such committees,  our full Board performs the
functions of such committees.  In considering  director nominees,  at a minimum,
our  Board  will  consider:  (i)  whether  the  director  nominee  provides  the
appropriate  experience  and expertise in light of the other  members  currently
serving  on the  board  and  any  other  factors  relating  to the  ability  and
willingness of a nominee to serve on the board,  (ii) the number of other boards
and  committees on which the nominee  serves,  and (iii) the director  nominee's
business or other relationship,  if any, with us, including whether the director
nominee would he subject to a disqualifying  factor in determining the nominee's
"independence"  as defined by the listing  standards of the relevant  securities
exchanges.  Our Board  has not  adopted  procedures  for the  recommendation  of
nominees for the board of directors.  Our Board will accept nominations from our
shareholders.

Item 13. Exhibits and Reports on Form 8-K.

     (a)  EXHIBIT
          NUMBER   DESCRIPTION OF DOCUMENT

          3.1  --  Articles and Bylaws(1)

          24.1 --  Powers of Attorney. (Contained on signature page)*

          31.1 --  Officer's Certificate Pursuant to 15 U.S.C. Section 7241, as
                   Adopted Pursuant to Section 302 of the Sarbanes-Oxley  Act of
                   2002.*

          31.2 --  Officer's Certificate Pursuant to 15 U.S.C. Section 7241, as
                   Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
                   2002.*

          32.1 --  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                   Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

          32.2 --  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                   Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

          * filed herewith

          (1)  The  Registrant's   Articles  of  Incorporation  and  Bylaws  are
          incorporated  herein  by  reference  to SEC  file No.  2-69024,  filed
          September 2, 1980.

     (b) Reports on Form 8-K:

          The  Registrant  filed  reports on Form 8-K during the last quarter of
          the period covered by this Report as follows:

          8-K       November 15, 2005, Filed November 21, 2005
          8-K       December 19, 2005, Filed December 23, 2005


There  are no  other  exhibits  specified  in Item 601 of  Regulation  S-B to be
included with this filing.


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<PAGE>


Item 14. Principal Accountant Fees and Services

General.  Jaspers + Hall, PC ("JH" or  "Auditors")  is the  Company's  principal
auditing  accountant  firm.  The  Company's  Board of Directors  has  considered
whether the provisions of audit  services is compatible  with  maintaining  JH's
independence.

Audit Fees. JH billed the Company $8,000 for the following professional sevices:
audit of the annual financial statement of the Company for the fiscal year ended
December 31, 2005, and review of the interim  financial  statements  included in
quarterly  reports on Form 10-QSB for the periods ended March 31, 2005, June 30,
2005 and September 30, 2005.  Michael Johnson & Co., LLC, the Company's previous
auditors,  billed the Company $4,000 for the 2004 audit.  JH charged the Company
$5,000 for the 2005 Audit.

There  were no tax  fees or  other  fees in  2005 or 2004  paid to  Auditors  or
Auditor's affiliates or the Company's previous auditors or affiliates.

The  Company's  Board  of  Directors  acts  as the  audit  committee  and had no
"pre-approval  policies and  procedures" in effect for the auditors'  engagement
for the audit year 2005 and 2004.

All audit work was performed by the auditors' full time employees.




                                       34
<PAGE>


SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

MOUNTAINS WEST EXPLORATION, INC.

Date: March 31, 2006

/s/Lee Wiskowski
----------------------
President

We, the undersigned directors and officers of Mountains West Exploration,  Inc.,
do hereby constitute and appoint,  Lee Wiskowski or Douglas Stukel, or either of
them,  our true and  lawful  attorneys  and  agents,  to do any and all acts and
things in our name and on our behalf in our capacities as directors and officers
and to execute any and all instruments for us and in our names in the capacities
indicated  below,  which said attorneys and agents,  or either of them, may deem
necessary or advisable to enable said  corporation to comply with the Securities
Act of 1933, as amended,  and any rules,  regulations  and  requirements  of the
Securities  and Exchange  Commission,  in connection  with the aforesaid  annual
report on Form 10-KSB, including specifically, but without limitation, the power
and  authority  to  sign  for us or any of us in  our  names  in the  capacities
indicated   below,  any  and  all  amendments   (including  any   post-effective
amendment(s)) hereto and we do hereby ratify and confirm all that said attorneys
and agents, or either of them, shall do or cause to be done by virtue hereof. In
accordance with the requirements of the Securities Act of 1933, as amended, this
report was signed by the following  persons in the capacities and on the date(s)
stated:

Date: March 31, 2006

/s/Lee Wiskowski
-----------------------
Lee Wiskowski, Director

Date: March 31, 2006

/s/Douglas Stukel
-----------------------
Douglas Stukel, Director



                                       35

<PAGE>

                                LIST OF EXHIBITS


24.1 -- Powers of Attorney. (Contained on signature page)

31.1 -- Officer's  Certificate  Pursuant to 15 U.S.C.  Section  7241, as Adopted
        Pursuant to Section 302 of the  Sarbanes-Oxley  Act of 2002.

31.2 -- Officer's  Certificate  Pursuant to 15 U.S.C.  Section 7241, as Adopted
        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 -- Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 -- Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.



                                       36