---

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549

FORM 10-QSB

(Mark One) 
  [ x ] Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange
  Act Of 1934

For the quarterly period ended April 30, 2006

[]
  Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of
  1934

For the transition period ________ to ________

COMMISSION FILE NUMBER 000-51573

GA COMPUTER SCIENCES INC.(Exact name of small business issuer as specified in its
charter)

|NEVADA                                           | 20-0848675                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  
|                                                 |                                  
|                                                 |                                  
|349  6540 East Hastings Street                  |                                  
|Burnaby, British Columbia, Canada V5B 4Z5        |                                  
|(Address of principal executive offices)         |                                  
|                                                 |                                  
|                                                 |                                  
|(775) 881-3390                                   |                                  
|Issuer's telephone number                        |                                  

Not Applicable(Former name, former address
and former fiscal year, if changed since last report)

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

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of June
12, 2006, the Issuer had 73,775,000 Shares of Common Stock
outstanding.

Transitional Small Business Disclosure Format (check one): Yes
  []
  No [ x ]

---

PART I - FINANCIAL INFORMATION

ITEM
1.                    
FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the six months ended April 30, 2006 are
not necessarily indicative of the results that can be expected for the year
ending October 31, 2006.

As used in this Quarterly Report, the terms "we", "us", "our",
the Company and GA Computer mean GA Computer Sciences Inc. unless otherwise
indicated. All dollar amounts in this Quarterly Report are in U.S. dollars
unless otherwise stated.

2

---

GA Computer Sciences Inc. 
  (A Development Stage Company) 
  (unaudited)

April 30, 2006

|                                  | Index
|--------------------------------- | -----
|                                  |      
|Balance Sheets                    | F-1  
|                                  |      
|Statements of Operations          | F-2  
|                                  |      
|Statements of Cash Flows          | F-3  
|                                  |      
|Notes to the Financial Statements | F-4  

---

GA Computer Sciences Inc.
  (A Development Stage Company) 
  Balance Sheets 
  (Expressed in U.S. dollars) 
  (unaudited)

|                                                                     |  | April 30, |   |  | October 31, |  
|-------------------------------------------------------------------- |  | --------- | - |  | ----------- | -
|                                                                     |  | 2006      |   |  | 2005        |  
|                                                                     |  | $         |   |  | $           |  
|                                                                     |  |           |   |  |             |  
|ASSETS                                                               |  |           |   |  |             |  
|Current Assets                                                       |  |           |   |  |             |  
|Cash                                                                 |  | 22,329    |   |  | 49,241      |  
|Prepaid
      expenses                                               |  |          |   |  | 100         |  
|Total Current Assets                                                 |  | 22,329    |   |  | 49,341      |  
|Intangible
      Assets (Note 3)                                     |  | 1,278     |   |  | 1,611       |  
|Total Assets                                                         |  | 23,607    |   |  | 50,952      |  
|                                                                     |  |           |   |  |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                 |  |           |   |  |             |  
|Current Liabilities                                                  |  |           |   |  |             |  
|Accounts payable                                                     |  | 8,800     |   |  | 200         |  
|Accrued liabilities                                                  |  |          |   |  | 4,700       |  
|Due to related party (Note 4(b))                                     |  |          |   |  | 2,657       |  
|Total Liabilities                                                    |  | 8,800     |   |  | 7,557       |  
|Contingencies (Note 1)                                               |  |           |   |  |             |  
|Stockholders Equity                                                 |  |           |   |  |             |  
|Common Stock, 750,000,000 shares authorized,
      $ 0.001 par value |  |           |   |  |             |  
|73,775,000 shares issued and outstanding                             |  | 73,775    |   |  | 73,775      |  
|Additional Paid in Capital (Discount)                                |  | (1,775    | ) |  | (1,775      | )
|Donated Capital (Note 4(a))                                          |  | 19,125    |   |  | 14,625      |  
|Deficit Accumulated During the Development Stage                     |  | (76,318   | ) |  | (43,230     | )
|Total Stockholders
      Equity                                     |  | 14,807    |   |  | 43,395      |  
|Total Liabilities and Stockholders Equity                           |  | 23,607    |   |  | 50,952      |  

F-1

(The accompanying notes are an integral part of these financial
  statements)

---

GA Computer Sciences Inc. 
  (A Development Stage Company) 
  Statements of Operations 
  (Expressed in U.S. dollars) 
  (unaudited)

AccumulatedFrom
      
      
      For the
      
      
      For the
      
      
      For the
      
      
      For theMarch 10, 2004
      
      
      Three Months
      
      
      Three Months
      
      
      Six Months
      
      
      Six Months(Date of Inception)
      
      
      Ended
      
      
      Ended
      
      
      Ended
      
      
      Endedto April 30,
      
      
      April 30,
      
      
      April 30,
      
      
      April 30,
      
      
      April 30,2006
      
      
      2006
      
      
      2005
      
      
      2006
      
      
      2005$
      
      
      $
      
      
      $
      
      
      $
      
      
      $Revenue
      
      870
      
      
      
      
      
      
      
      
      
      
      
      Cost of goods sold
      
      2,882
      
      
      
      
      
      
      
      
      
      
      
      Gross Profit
      
      (2,012
      )
      
      
      
      
      
      
      
      
      
      
      ExpensesAmortization
      
      980
      
      
      166
      
      
      70
      
      
      333
      
      
      141Donated rent (Note 4(a))
      
      6,375
      
      
      750
      
      
      750
      
      
      1,500
      
      
      1,500Donated
        services (Note 4(a))
      
      12,750
      
      
      1,500
      
      
      1,500
      
      
      3,000
      
      
      3,000General and administrative
      
      9,181
      
      
      5,153
      
      
      288
      
      
      5,991
      
      
      317Impairment
        loss on equipment
      
      306
      
      
      
      
      
      306
      
      
      
      
      
      306Professional fees
      
      44,714
      
      
      10,469
      
      
      2,500
      
      
      22,264
      
      
      5,500Total Expenses
      
      74,306
      
      
      18,038
      
      
      5,414
      
      
      33,088
      
      
      10,764Net Loss
        For the Period
      
      (76,318
      )
      
      (18,038
      )
      
      (5,414
      )
      
      (33,088
      )
      
      (10,764
      )Net Loss
        Per Share  Basic and Diluted
      
      
      
      
      
      
      
      
      
      
      
      
      
      Weighted Average Shares Outstanding
      
      
      
      
      73,775,000
      
      
      70,550,000
      
      
      73,775,000
      
      
      70,550,000


F-2

(The accompanying notes are an integral part of these financial
  statements)

---

GA Computer Sciences Inc.
  (A Development Stage Company) 
  Statements of Cash Flows 
  (Expressed in U.S. dollars) 
  (unaudited)

|                                                  |  | For the          |   |  | For the          |  
|------------------------------------------------- |  | ---------------- | - |  | ---------------- | -
|                                                  |  | Six Months Ended |   |  | Six Months Ended |  
|                                                  |  | April 30,        |   |  | April 30,        |  
|                                                  |  | 2006             |   |  | 2005             |  
|                                                  |  | $                |   |  | $                |  
|                                                  |  |                  |   |  |                  |  
|Operating Activities                              |  |                  |   |  |                  |  
|Net loss for the period                           |  | (33,088          | ) |  | (10,764          | )
|Adjustments to reconcile net loss to
      cash:  |  |                  |   |  |                  |  
|Amortization                                      |  | 333              |   |  | 141              |  
|Donated
      services and expenses               |  | 4,500            |   |  | 4,500            |  
|Impairment loss on
      equipment                |  |                 |   |  | 306              |  
|Change in operating assets and liabilities:       |  |                  |   |  |                  |  
|Prepaid expenses                                  |  | 100              |   |  | (100             | )
|Accounts
      payable and accruals               |  | 3,900            |   |  | 500              |  
|Due to related party                              |  | (2,657           | ) |  | (21              | )
|Net Cash Used in Operating Activities             |  | (26,912          | ) |  | (5,438           | )
|Net Cash Flows
      Used In Investing Activities |  |                 |   |  |                 |  
|Net Cash Flows Provided By Financing Activities   |  |                 |   |  |                 |  
|Decrease in Cash                                  |  | (26,912          | ) |  | (5,438           | )
|Cash - Beginning of Period                        |  | 49,241           |   |  | 7,011            |  
|Cash - End
      of Period                        |  | 22,329           |   |  | 1,573            |  
|Supplemental Disclosures                          |  |                  |   |  |                  |  
|Interest paid                                     |  |                 |   |  |                 |  
|Income taxes paid                                 |  |                 |   |  |                 |  

F-3

(The accompanying notes are an integral part of the financial
  statements)

---

GA Computer Sciences Inc. 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  April 30, 2006 
  (Expressed in U.S. dollars) 
  (unaudited)

|1. | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company was incorporated in the State
        of Nevada on March 10, 2004. The Company is a Development Stage Company,
        as defined by Statement of Financial Accounting Standard (SFAS)
        No.7 Accounting and Reporting for Enterprises in the Development
        Stage.The Company is located in British Columbia, Canada and
        its principal business is the sale of software created by Open Office
        in pre-packaged shrink-wrapped standard compact disk jewel cases. The
        software included on the compact disks is also available directly over
        the Internet.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These financial statements have been prepared
        on a going concern basis, which implies the Company will continue to realize
        its assets and discharge its liabilities in the normal course of business.
        The Company has not generated significant revenues since inception and
        has never paid any dividends and is unlikely to pay dividends or generate
        significant earnings in the immediate or foreseeable future. The continuation
        of the Company as a going concern is dependent upon the continued financial
        support from its shareholders, the ability of the Company to obtain necessary
        equity financing to continue operations and the attainment of profitable
        operations. As at April 30, 2006, the Company has accumulated losses of
        $76,318 since inception. These financial statements do not include any
        adjustments to the recoverability and classification of recorded asset
        amounts and classification of liabilities that might be necessary should
        the Company be unable to continue as a going concern. These factors raise
        substantial doubt regarding the Companys ability to continue as
        a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company filed an SB-2 Registration Statement
        (SB-2) with the United States Securities and Exchange Commission
        that was declared effective October 13, 2005, to register 30,550,000 shares
        of common stock for resale by existing shareholders of the Company. The
        Company did not receive any proceeds from the resale of shares of common
        stock by the selling stockholders. Also pursuant to the SB-2, the Company
        offered up to 5,000,000 common shares at a price of $0.02 per share for
        maximum proceeds of $100,000 to the Company. In October, 2005, the Company
        issued 2,575,000 shares of common stock at $0.02 per share for cash proceeds
        of $51,500 pursuant to the SB-2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-4

---

GA Computer Sciences Inc. 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  April 30, 2006 
  (Expressed in U.S. dollars) 
  (unaudited)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | e)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | f)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | g)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | h)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | i)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | j)                                                            
|   |                                                               
|   |                                                               

F-5

---

GAComputer Sciences Inc. 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  April 30, 2006 
  (Expressed in U.S. dollars) 
  (unaudited)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | k)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | l)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | m)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | n)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-6

---

GA Computer Sciences Inc. 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  April 30, 2006 
  (Expressed in U.S. dollars) 
  (unaudited)

|3. | Intangible Assets
|-- | -----------------

| |                           |  |       |  |  |              |  |  | April 30,    |  |  | October 31,  | 
| | ------------------------- |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                           |  |       |  |  |              |  |  | 2006         |  |  | 2005         | 
| |                           |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                           |  | Cost  |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                           |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                           |  |       |  |  |              |  |  |              |  |  |              | 
| | Website development costs |  | 2,000 |  |  | 722          |  |  | 1,278        |  |  | 1,611        | 

|4. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                               
|5. | Common Stock                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | On January 17, 2006, the Company increased
        the number of authorized shares of common stock from 75,000,000 shares
        to 750,000,000 shares and correspondingly increased the number of issued
        and outstanding shares on a ten for one (10:1) basis. All share amounts
        have been retroactively adjusted for all periods presented.
|   |                                                                                                                                                                                                                                                                                                                                                               
|6. | Subsequent Event                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | On May 16, 2006, the Company received a loan
        of $75,000 secured by a promissory note. The loan bears interest at 8%
        per annum and matures on November 16, 2006.                                                                                                                                                                               

F-7

---

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

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report
constitute "forward-looking statements". These statements, identified by words
such as plan, "anticipate," "believe," "estimate," "should," "expect" and
similar expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption "Management's Discussion
and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We
advise you to carefully review the reports and documents we file from time to
time with the United States Securities and Exchange Commission (the SEC),
particularly our Annual Reports on Form 10-KSB and our Current Reports on Form
8-K.

OVERVIEW

We are a development stage company in the business of
producing, marketing and selling OpenOffice computer software on CD-ROM media.
OpenOffice is open-source software that is competitive software to Microsoft
Office. OpenOffice contains word processor, spreadsheet, presentation, drawing
and database tools. Our plan of operation is to produce CD-ROMs that contain a
version of the OpenOffice software that runs under Microsoft Windows. We market
and sell these CD-ROMs via our website at www.gacompsi.com. We do not develop the OpenOffice
software ourselves. The OpenOffice software is developed by a worldwide
community of volunteers and corporately sponsored software developers. The
OpenOffice software uses licenses known as GPL, LGPL and SISSL that allow us to
distribute the software free of charge to us. We conduct our business through
agreements with consultants and arms-length third parties.

We have earned only minimal revenues to date. We do not
anticipate earning significant revenues until such time as we further complete
the marketing, promotion and production of our product. We estimate that we will
be required to spend an additional $8,000 to market and manufacture our product
over the next twelve months. We are presently in the development stage of our
business and we can provide no assurance that we will be able to generate
revenues from sales of our products or that the revenues generated will exceed
our operating costs.

RECENT CORPORATE DEVELOPMENTS

We experienced the following significant developments since the
completion of our fiscal quarter ended January 31, 2006:

|1. | On May 30, 2006, Lina Zhou resigned as a member of our
      Board of Directors. John Boschert was appointed as a member of the Board
      of Directors of the Company in her place.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

---

|2. | In January, 2006, we entered into negotiations for the
        acquisition of VitaVea AG (VitaVea), a company based in Germany,
        which is engaged in the production and sale of food supplements. Under
        the terms of the proposed acquisition, we would issue a substantial number
        of our common stock in exchange for 100% of the shares of VitaVea. Our
        negotiations with VitaVea are ongoing. We can provide no assurance that
        the negotiations for the acquisition of VitaVea will be successful.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | In April, 2006, we obtained a trial production run of
        20 copies of Open Office version 2.0.2 CD-ROMs from our manufacturer,
        Aacom Communications Corp. This small production run was produced as a
        trial run to allow us to verify the quality of the production and the
        graphics quality. We will produce additional batches of Open Office version
        2.0.2 CD- ROMs as demand requires.                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | Effective May 16, 2006, we entered into a loan agreement
        with Blackpointe Holdings Inc, a Turks and Caicos Islands company, for
        $75,000, with interest payable at a rate of 8% per annum.. The loan is
        unsecured and is repayable by November 16, 2006.                                                                                                                                                                                                                                                               

PLAN OF OPERATION

We are a development stage company in the business of
producing, marketing and selling OpenOffice computer software on CD-ROM media.
We have earned only minimal revenues to date. We do not anticipate earning
significant revenues until such time as we further complete the marketing,
promotion and production of our product. We estimate that we will be required to
spend an additional $8,000 to market and manufacture our product over the next
twelve months.

The following is a brief summary of our plan of operation for
the next twelve months:

|1. | Give away all remaining copies of OpenOffice version 1.1
      CD-ROMs in inventory for promotional purposes;
|-- | -------------------------------------------------------------------------------------------------------------
|   |                                                                                                              
|2. | Further market and promote OpenOffice version 2.0.2;
      and                                               
|   |                                                                                                              
|3. | Produce additional copies of OpenOffice version 2.0.2
      CD-ROMs as demanded and necessary.               

In April, 2006, we had our manufacturer, Aacom Communications
Corp., produce 20 copies of OpenOffice version 2.0.2 CD-ROMs. We will have them
produce additional batches of version 2.0.2 CD-ROMs, or follow up releases, as
demand requires.

We anticipate that we will incur the following expenses over
the next twelve months:

Category
    Planned Expenditures Over
      The Next 12 Months (US$)Legal and Accounting Fees
    $17,000Office Expenses
    $12,000Marketing and Manufacturing
    $8,000TOTAL
    $37,000


4

---

Our cash on hand as of April 30, 2006 was $22,329. Effective
May 16, 2006, we obtained an unsecured loan for $75,000, with interest payable
at a rate of 8% per annum, maturing on November 16, 2006. As a result, we
currently have sufficient funds to finance our operations for at least the next
two fiscal quarters. However, we will require additional financing in order to
proceed with our business beyond that point.

Any additional financing is expected to be in the form of
equity financing as we do not expect to be able to obtain long term debt
financing on terms that are sufficiently favorable to us. However, we do not
have any additional financing arrangements in place and there are no assurances
that we will be able to obtain additional financing when required.

RESULTS OF OPERATIONS

Revenues

We have not earned any revenues to date and we do not
anticipate earning revenues in the near future. We are a development stage
company and presently have only nominal operations and assets.

Expenses

Our expenses for the three months and six months ended April
30, 2006 were $18,038 and $33,088 respectively. These amounts were a significant
increase over our expenses of $5,414 and $10,764 for the respective three and
six month periods ended April 30, 2005. This increase is largely attributable to
increases in the amounts incurred by us in respective of administrative expenses
and professional fees related to meeting our ongoing reporting obligations under
the Securities Exchange Act of 1934.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |                         |                           |                      
|------------------------- | ----------------------- | ------------------------- | ---------------------
|                          |                         |                           | Percentage           
|                          | At
      April 30, 2006 | At
      October 31, 2005 | Increase / (Decrease)
|Current Assets            | $22,329                 | $49,341                   | (54.7)%              
|Current Liabilities       | $8,800                  | $7,557                    | 16.4%                
|Working Capital (Deficit) | $13,529                 | $41,784                   | (67.6)%              

|Cash Flows                                           |                  |                 
|---------------------------------------------------- | ---------------- | ----------------
|                                                     | Six Months Ended | Six Months Ended
|                                                     | April 30, 2006   | April 30, 2005  
|Cash Flows from (used in)
      Operating Activities | $(26,912)        | $(5,438)        
|Cash Flows from (used in) Investing
      Activities | --               | --              
|Cash Flows from (used in)
      Financing Activities | --               | --              
|Net Increase (decrease) in Cash During Period        | $(26,912)        | $(5,438)        

5

---

As at April 30, 2006, we had cash of $22,329 and a working
capital surplus of $13,529. Over the next twelve months, we anticipate spending
approximately $37,000 in pursuing our plan of operation and in meeting the costs
of operating our business and meeting our ongoing reporting obligations under US
securities laws. In addition, once we have completed our twelve month plan for
developing and marketing our products, depending on the success of our initial
marketing efforts, we will require additional funds to implement an advertising
campaign to establish and enhance awareness of OpenOffice 2.0.

Effective May 16, 2006, we obtained short-term debt financing
in the amount of $75,000. The loan matures on November 16, 2006 and earns
interest at a rate of 8% per annum. As a result, we have sufficient funds to
finance our operations for at least the next two fiscal quarters. However, we do
not anticipate earning sufficient revenues over the next twelve months to repay
this loan or to pay for our anticipated financial needs. As such, we will need
additional financing within the next twelve months.

We anticipate that any additional funding will come from equity
financing from the sale of our common stock. If we are successful in completing
an equity financing, existing shareholders will experience dilution of their
interest in our company. We do not have any financing arranged and we cannot
provide investors with any assurance that we will be able to raise sufficient
funding from the sale of our common stock to continue transition into OpenOffice
version 2.0.2. In the absence of such financing, our business will fail.

Since our inception, we have used our common stock to raise
money for our operations and related expenses. We have not attained profitable
operations and are dependent upon obtaining financing to pursue our plan of
operation. For these reasons, our auditors stated in their report to our audited
financial statements for the year ended October 31, 2005 that there is
substantial doubt that we will be able to continue as a going concern. This may
negatively impact our ability to obtain additional financing.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

The financial statements presented with this Quarterly Report
on Form 10-QSB have been prepared in accordance with generally accepted
accounting principles in the United States of America for interim financial
information. These financial statements do not include all information and
footnote disclosures required for an annual set of financial statements prepared
under United States generally accepted accounting principles. In the opinion of
our management, all adjustments (consisting solely of normal recurring accruals)
considered necessary for a fair presentation of the financial position, results
of operations and cash flows as at April 30, 2006 and for all periods presented
in the attached financial statements, have been included. Interim results for
the three month period ended April 30, 2006 are not necessarily indicative of
the results that may be expected for the fiscal year as a whole.

6

---

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in the notes to our interim financial statements for the period ended
April 30, 2006 included in this Quarterly Report.

Long-Lived Assets

In accordance with Financial Accounting Standards Board
(FASB) Statement of Financial Accounting Standards (SFAS) No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, the carrying
value of intangible assets and other long-lived assets is reviewed on a regular
basis for the existence of facts or circumstances that may suggest impairment.
We recognize an impairment when the sum of the expected undiscounted future cash
flows is less than the carrying amount of the asset. Impairment losses, if any,
are measured as the excess of the carrying amount of the asset over its
estimated fair value.

Revenue Recognition

We recognize revenue from the sale of pre-packaged software
products in accordance with SEC Staff Accounting Bulletin No. 104 (SAB 104),
Revenue Recognition in Financial Statements. Revenue consists of the sale of
pre-packaged software products and is recognized only when the price is fixed or
determinable, persuasive evidence of an arrangement exists, the product is
shipped, and collectibility is reasonably assured.

Foreign Currency Translation

Our functional and reporting currency is the United States
dollar. Monetary assets and liabilities denominated in foreign currencies are
translated in accordance with SFAS No. 52 Foreign Currency Translation using
the exchange rate prevailing at the balance sheet date. Gains and losses arising
on translation or settlement of foreign currency denominated transactions or
balances are included in the determination of income. Foreign currency
transactions are primarily undertaken in Canadian dollars. We have not, to the
date of our April 30, 2006 financial statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.

Website Development Costs

We recognize the costs associated with developing a website in
accordance with the American Institute of Certified Public Accountants (AICPA)
Statement of Position (SOP) No. 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. Relating to website
development costs, we follow the guidance pursuant to the Emerging Issues Task
Force (EITF) No. 00-2, Accounting for Website Development Costs.

Costs associated with the website consist primarily of website
development costs paid to a third party. These capitalized costs are amortized
based on their estimated useful life over three years. Internal costs related to
the development of website content will be charged to operations as incurred.

7

---

RISKS AND UNCERTAINTIES

We Have Yet To Attain Profitable Operations And Because We
Will Need Additional Financing To Fund Continued Funding And The Successful
Production, Marketing And Sales Of The OpenOffice Software Product.

We have incurred an accumulated net loss of $76,318 for the
period from inception to April 30, 2006, and have earned nominal revenues to
date. We expect to lose more money as we spend additional capital to continue to
produce and market the OpenOffice software product, and establish our
infrastructure and organization to support anticipated operations. We cannot be
certain whether we will ever earn a significant amount of revenues or profit,
or, if we do, that we will be able to continue earning such revenues or profit.
Also, any economic weakness may limit our ability to continue development and
ultimately market our products and services. Any of these factors could cause
our stock price to decline and result in investors losing a portion or all of
their investment. These factors raise substantial doubt that we will be able to
continue as a going concern. We have cash in the amount of approximately $22,329
as of April 30, 2006. We anticipate spending approximately $37,000 over the next
twelve months on the development and marketing of our products and general,
legal, accounting and administrative expenses associated with our being a
reporting issuer under the Exchange Act. We presently do not have sufficient
cash on hand to fund our proposed expenditures beyond the next twelve months and
will require additional financing. We currently do not have any arrangements for
financing and we may not be able to obtain financing when required.

Our financial statements included with this Quarterly Report
have been prepared assuming that we will continue as a going concern. If we are
not able to earn revenues or obtain additional financing, then we may not be
able to continue as a going concern and our financial condition and business
prospects will be adversely affected. These factors raise substantial doubt that
we will be able to continue as a going concern and adversely affect our ability
to obtain additional financing.

Our Short Operating History Makes our Business Difficult To
Evaluate, Accordingly, We Have A Limited Operating History Upon Which To Base An
Evaluation Of Our Business And Prospects.

Our business is in the early stage of development and we have
not generated substantial revenues or profit to date. We are presently engaged
in the production, marketing and sales of OpenOffice software. Unless we are
able to secure adequate funding, we may not be able to successfully continue
production and market the OpenOffice software product and our business will most
likely fail. Because of our limited operating history, investors may not have
adequate information on which they can base an evaluation of our business and
prospects. To date, we have done the following:

| | (i)   | Completed organizational activities;                          
| | ----- | --------------------------------------------------------------
| | (ii)  | Developed a business plan;                                    
| | (iii) | Obtained interim funding;                                     
| | (iv)  | Engaged consultants for professional services;                
| | (v)   | Produced an initial version of an OpenOffice CD-ROM;
      and
| | (vi)  | Developed an Internet website.                                

8

---

In order to establish ourselves as a distributor of OpenOffice
software, we are dependent upon continued funding and the successful production,
marketing and sales of the OpenOffice software product. Failure to obtain
funding for continued production and marketing would result in us having
difficulty establishing sales or achieving profitability. Investors should be
aware of the increased risks, uncertainties, difficulties and expenses we face
as a development stage company and our business may fail and investors may lose
their entire investment.

We have a limited operating history upon which to base an
evaluation of our business and prospects. Our business and prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets such as electronic commerce. These
risks include: the initial completion of a developed product, the demand for the
companys product, the companys ability to adapt to rapid technological change,
the level of product and price competition, the companys success in setting up
and expanding distribution channels and whether the company can develop and
market new products and control costs.

To address these risks, we must successfully implement our
business plan and marketing strategies. We may not successfully implement all or
any of our business strategies or successfully address the risks and
uncertainties that we encounter. We have no history of earning significant
revenues and there is no assurance that we will be able to generate revenues
from sales or that the revenues generated will exceed the operating costs of our
business.

Operating Results Are Difficult To Predict, With The Result
That We May Not Achieve Profitability And Our Business May Fail.

Our future financial results are uncertain due to a number of
factors, many of which are outside our control. These factors include:

|(i)   | Our ability to successfully market OpenOffice products
      and attract customers;                        
|----- | -----------------------------------------------------------------------------------------------------------
|      |                                                                                                            
|(ii)  | Our ability to generate revenue through the sales of
      OpenOffice products;                            
|      |                                                                                                            
|(iii) | The timing, cost and availability of other OpenOffice
      distributors comparable to ours;               
|      |                                                                                                            
|(iv)  | The amount and timing of costs relating to expansion of
      our operations;                              
|      |                                                                                                            
|(v)   | The announcement or introduction of competing
      distributors and products of competitors; and          
|      |                                                                                                            
|(vi)  | General economic conditions and economic conditions
      specific to the internet and electronic commerce.

We believe that we can compete favorably on these factors.
However, we will have no control over how successful our competitors are in
addressing these factors. These factors could negatively impact on our financial
results, with the result that we may not achieve profitability and our business
may fail.

9

---

We Will Require Additional Financing And May Not Be Able To
Continue Operations If Additional Financing Is Not Obtained.

As of April 30, 2006, we had cash in the amount of $22,329. We
anticipate spending approximately $37,000 over the next twelve months on the
development and marketing of our products and general, legal, accounting and
administrative expenses associated with our reporting obligations under the
Exchange Act. Depending on the success of our initial marketing efforts, we
estimate that we will require further funding to implement an advertising
campaign to establish and enhance awareness of OpenOffice 2.0.

The accompanying financial statements have been prepared
assuming that we will continue as a going concern. As discussed in Note 1 of our
April 30, 2006 financial statements, we are in the development stage of
operations, have had losses from operations since inception, and have nominal
revenues and insufficient working capital available to meet ongoing financial
obligations over the next fiscal year. After the twelve month period, we will
require additional financing for any operational expenses and to pursue our plan
of operation. We will require additional capital and financing in order to
continue otherwise our business will fail. We have no agreements for additional
financing and there can be no assurance that additional funding will be
available to us on acceptable terms in order to enable us to complete our plan
of operation.

We Will Rely On Our Internet Service Provider For The
Operation Of Our Business, If The Quality Of Products And Services Provided By
Our Internet Service Provider Falls Below A Satisfactory Standard, Our Business
Could Be Harmed.

Our current state of technology involves utilizing commercially
available licensed technology to operate our web portal, through Aacom
Communications Corp., the host and monitor of our website and our internet
service provider.

We depend on our internet service provider for the following:

|- | we do not own a gateway onto the internet, but instead
      rely on an internet service provider to connect our website to the
      internet; and
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                    
|- | the website depends on operating system, database, and
      server software that has been developed, produced by third parties.                   

We are not substantially dependent on any third party. We have
no formal agreements with our internet service provider and do not anticipate
any difficulty in locating another internet service provider in the event we
experience any disruption in service. However, if we are unable to locate
another internet service provider within a sufficient amount of time, or if the
quality of products and services provided by such third parties falls below a
satisfactory standard, our business could be harmed. A disruption in service,
whether due to internal technical or external factors, could result in customer
dissatisfaction and loss of credibility. Also, our loss of or inability to
maintain or obtain upgrades to certain licensed technology could result in
delays in developing our systems until equivalent technology could be identified
or developed, and integrated.

We Depend On Recruiting And Retaining Qualified Personnel
And The Inability To Do So Would Seriously Harm Our Business.

Our success is dependent in part on the services of certain key
management personnel, including Peter J. Hoyle, our sole officer and a member of
our board of directors, and John

10

---

Boschert, a member of our board of directors. We presently do
not have any formal or written agreements with our key management personnel or
any third parties providing services to us. The experience of these individuals
is an important factor contributing to our success and growth and the loss of
one or more of these individuals could have a material adverse effect on our
company. Our future success also depends on our attracting, retaining and
motivating highly skilled personnel and we may be unable to retain our key
personnel or attract, assimilate or retain other highly qualified personnel in
the future.

We may also experience difficulty in hiring and retaining
highly skilled consultants with appropriate qualifications. We are materially
dependent on our financial consultant. If we are unable to retain the services
of this consultant, or if we are unable to attract a qualified employee or
financial consultant, we may be unable to prepare financial statements, which
could cause our business to fail. Even if we invest significant resources to
recruit, train and retain qualified personnel, we may not be successful in our
efforts.

Because Our Directors Have Only Agreed To Provide Their
Services On A Part-Time Basis, They May Not Be Able Or Willing To Devote A
Sufficient Amount Of Time To Our Business Operations, Causing Our Business To
Fail.

Our directors and officers are employed on a full time basis by
other companies. Because we are in the early stages of our business, Mr. Hoyle,
our sole officer and a member of our board of directors, and Mr. Boschert, a
member of our board of directors, are not expected to spend a significant amount
of time on our business. Mr. Hoyle expects to expend approximately 20 hours per
week and Mr. Boschert expects to expend approximately 8 hours per month on our
business. Competing demands on their time may lead to a divergence between their
interests and the interests of other shareholders. Should our business develop
faster than anticipated, the officer and directors may not be able to devote
sufficient time to the operation of the business to ensure that it continues as
a going concern. Even if this lack of sufficient time of our management is not
fatal to our existence, it may result in limited growth and success of the
business.

A Disruption In Our Hosting Services, Whether Due To
Internal Technical Or External Factors, Could Result In Customer Dissatisfaction
And Loss Of Credibility.

Substantially all of our communications software and hardware
and computer hardware are expected to be hosted at a remote facility in
Vancouver, British Columbia. The hosts systems are vulnerable to damage from
earthquake, fire, floods, power loss, telecommunications failures, break-ins and
similar events. Despite the hosts implementation of network security measures,
its servers may also be vulnerable to computer viruses, physical or electronic
break-ins, attempts by third parties deliberately to exceed the capacity of the
hosts systems and similar disruptive problems. A disruption in service, whether
due to internal technical or external factors, could result in customer
dissatisfaction and loss of credibility. We do not have property and business
interruption insurance to compensate for losses that may occur resulting from
such problems.

We May Become Liable For Defects Or Licensing Issues That
Arise In The OpenOffice Software And This Could Negatively Affect Our
Business.

Since we are selling the OpenOffice software on CD-ROM, we may
become liable for any defects that exist in the OpenOffice software, or any
licensing issues that may arise, such as, but not limited to, patent and
copyright disputes. If we are deemed to be liable for any defects or licensing
issues, this will have a material adverse impact on our financial condition and
results of operation.

11

---

Because We Are Significantly Smaller And Less Established
Than Other Distributors of OpenOffice and Microsoft Office Competitors, We May
Lack The Financial Resources Necessary To Compete Effectively And Sustain
Profitability.

Our future success depends on our ability to compete
effectively with other distributors of the OpenOffice software product and
Microsoft Office. Many of these competitors are more established, offer more
products, services and features, have a greater number of clients, locations,
and employees, and also have significantly greater financial, technical,
marketing, public relations, name recognition, and other resources than we have.
While our objective is to continue to develop our products, if we do not compete
effectively with current and future competitors, we may not generate enough
revenue to be profitable. Any of these factors could cause our stock price to
decline and result in investors losing a portion or all of their investment.

Increased competition may result in increased operating costs
and the inability to generate revenues, any one of which could materially
adversely affect our business, results of operations and financial condition.
Many of our current and potential competitors have significantly greater
financial, marketing, customer support, technical and other resources than us.
As a result, such competitors may be able to attract potential customers away
from us, and they may be able to devote greater resources to the development and
promotion of their products than we can.

We Do Not Intend To Pay Dividends In The Near
Future.

Our board of directors determines whether to pay dividends on
our issued and outstanding shares. The declaration of dividends will depend upon
our future earnings, our capital requirements, our financial condition and other
relevant factors. Our board does not intend to declare any dividends on our
shares for the foreseeable future.

Because Our Stock Is A Penny Stock, Stockholders Will Be
More Limited In Their Ability To Sell Their Stock.

The shares of our common stock constitute penny stocks under
the Exchange Act. The shares will remain classified as a penny stock for the
foreseeable future. The classification as a penny stock makes it more difficult
for a broker/dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his or her investment. Any
broker/dealer engaged by the purchaser for the purpose of selling his or her
shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather
than having to comply with these rules, some broker-dealers will refuse to
attempt to sell a penny stock.

The "penny stock" rules adopted by the SEC under the Exchange
Act subjects the sale of the shares of our common stock to certain regulations
which impose sales practice requirements on broker/dealers. For example,
brokers/dealers selling such securities must, prior to effecting the
transaction, provide their customers with a document that discloses the risks of
investing in such securities. Included in this document are the following:

| | (i)   | the bid and offer price quotes in and for the "penny
      stock", and the number of shares to which the quoted prices
  apply;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                
| | (ii)  | the brokerage firm's compensation for the trade;
    and                                                                       
| |       |                                                                                                                                
| | (iii) | the compensation received by the brokerage firm's sales
      person for the trade.                                            

12

---

In addition, the brokerage firm must send the investor:

| | (i)  | a monthly account statement that gives an estimate of the
      value of each "penny stock" in the investor's account; and
| | ---- | --------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                           
| | (ii) | a written statement of the investor's financial situation
      and investment goals.                                     

Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading. Generally,
brokers may be less willing to execute transactions in securities subject to the
penny stock rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our stock.

Legal remedies, which may be available to you as an investor in
"penny stocks", are as follows:

| | (i)   | if "penny stock" is sold to you in violation of your
      rights listed above, or other federal or states securities laws, you may
      be able to cancel your purchase and get your money back.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                   
| | (ii)  | if the stocks are sold in a fraudulent manner, you may be
      able to sue the persons and firms that caused the fraud for
  damages.                                                            
| |       |                                                                                                                                                                                                   
| | (iii) | if you have signed an arbitration agreement, however, you
      may have to pursue your claim through arbitration.                                                                                

If the person purchasing the securities is someone other than
an accredited investor or an established customer of the broker/dealer, the
broker/dealer must also approve the potential customer's account by obtaining
information concerning the customer's financial situation, investment experience
and investment objectives. The broker/dealer must also make a determination
whether the transaction is suitable for the customer and whether the customer
has sufficient knowledge and experience in financial matters to be reasonably
expected to be capable of evaluating the risk of transactions in such
securities. Accordingly, the SEC's rules may limit the number of potential
purchasers of the shares of our common stock.

Because Our Director And Officer Owns The Majority Of Our
Company's Common Stock, He Has The Ability To Override The Interests Of The
Other Stockholders.

Our President owns 53.7% of our outstanding common stock and
serves as our officer. Investors may find the corporate decisions influenced by
our President are inconsistent with the interests of other stockholders. Sale of
investors shares may be difficult or impossible as we only recently commenced
trading on the OTC Bulletin Board.

Although we are listed for a quotation on the OTC Bulletin
Board, buyers may be insufficient in numbers to allow for a robust market, and
it may prove impossible to sell your shares. Our common stock has no prior
market and resale of your shares may be difficult without considerable delay or
impossible.

13

---

Enforcement Of Legal Process May Be Difficult.

All members of our board of directors and management reside in
Canada. As well, our head office is located in Canada. Accordingly, service of
process upon individuals related to us may be difficult or impossible to obtain
within the United States.

Our Business Is Exposed To Foreign Currency Fluctuations
Causing Negative Changes In Exchange Rates To Result In Greater Costs.

A portion of our revenue, expenses and capital spending will be
transacted in Canadian dollars. We do not have a foreign currency hedging
program in place. Due to the unpredictable behavior of foreign currency exchange
rate fluctuations we cannot assure that this will not have a material adverse
impact on our financial condition and results of operation.

Our Auditors Have Expressed Substantial Doubt About Our
Ability To Continue As A Going Concern.

The accompanying financial statements have been prepared
assuming that we will continue as a going concern. We do not have a history of
earnings. As a result, our auditors have expressed substantial doubt about our
ability to continue as a going concern. Continued operations are dependent on
our ability to complete equity or debt financings or generate profitable
operations. Such financings may not be available or may not be available on
reasonable terms. Our financial statements do not include any adjustments that
may result from the outcome of this uncertainty.

ITEM
3.                    
CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, we have evaluated the effectiveness of our disclosure controls and
procedures as required by Exchange Act Rule 13a-15(b) as of the end of the
period covered by this report. Based on that evaluation, our principal executive
officer and principal financial officer has concluded that these disclosure
controls and procedures are effective.

There were no changes in our internal control over financial
reporting during the last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

14

---

PART II - OTHER INFORMATION

ITEM
1.                    
LEGAL PROCEEDINGS.

None.

ITEM
2.                    
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM
3.                    
DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM
4.                    
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM
5.                    
OTHER INFORMATION.

None.

ITEM
6.                    
EXHIBITS AND REPORTS ON FORM 8-K.

|Exhibit |                                                                                                                                                           
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                   
|        |                                                                                                                                                           
|3.1     | Articles of Incorporation.(1)                                                                                                                             
|        |                                                                                                                                                           
|3.2     | Amendment to Articles of Incorporation.(1)                                                                                                                
|        |                                                                                                                                                           
|3.3     | Certificate of Change to Articles
      of Incorporation.(2)                                                                                              
|        |                                                                                                                                                           
|3.4     | Bylaws.(1)                                                                                                                                                
|        |                                                                                                                                                           
|10.1    | GNU General Public License (GPL).(1)                                                                                                                      
|        |                                                                                                                                                           
|10.2    | GNU Lesser General Public License
      (LGPL).(1)                                                                                                        
|        |                                                                                                                                                           
|10.3    | Sun Industry Standards Source License
      (SISSL).(1)                                                                                                   
|        |                                                                                                                                                           
|10.4    | Loan
      Agreement with Blackpointe Holdings Inc.                                                                                                       
|        |                                                                                                                                                           
|14.1    | Financial Code of Ethics.(1)                                                                                                                              
|        |                                                                                                                                                           
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.
|        |                                                                                                                                                           
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.

|(1) | Filed with the SEC as an exhibit to our Registration
      Statement on Form SB-2 originally filed on May 4, 2005, as
  amended.
|--- | --------------------------------------------------------------------------------------------------------------------------------

15

---

|(2) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on January 17, 2006.
|--- | ---------------------------------------------------------------------------------------------------

REPORTS ON FORM 8-K

The following Current Reports on Form 8-K were filed since the
beginning of the quarterly period ended April 30, 2006:

Date of Report on Form 8-K 
        (YYYY/MM/DD)
      Date of Filing with the SEC 
          (YYYY/MM/DD)
      Description of Form 8-K2006/05/30
      2006/05/31
      Item 5.02 - Resignation of
          Lina Zhou as a Director and Appointment of John Boschert as a Director.


16

---

SIGNATURES

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

|      |               |  | GA COMPUTER SCIENCES INC.
|----- | ------------- |  | -------------------------
|      |               |  |                          
|      |               |  |                          
|      |               |  |                          
|Date: | June 13, 2006 |  | By:                      
|      |               |  |                          
|      |               |  |                          
|      |               |  |                          
|      |               |  |                          
|      |               |  |                          
|      |               |  |                          

---