================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                   Form 10-QSB

                                ----------------

               Quarterly Report Pursuant to Section 13 of 15(d) of
                     The Securities and Exchange Act of 1934

               For the quarterly period ended: September 30, 2006

                         Commission File Number: 0005468


                                ----------------

                          ANGELCITI ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

                                ----------------


                           ICHANCE INTERNATIONAL, INC.
                           (Former name of registrant)


            Nevada                                            52-2043569
State or other jurisdiction of                             (I.R.S. Employer
Incorporation or organization)                            Identification No.)


             9000 Sheridan Street, Suite 7 Pembroke Pines, FL 33024
           (Address of Principal Executive Offices including zip code)


                                 (800) 908-9574
                           (Issuers Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period of that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.                       Yes [X] No [ ]

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the exchange Act after the distribution of
securities under a plan confirmed by a court.

                                                                  N/A

As of September 30, 2006, there were 9,606,985 shares of the Registrant's Common
Stock, par value $0.00025 per share, issued and outstanding.

Transitional Small Business Disclosure Format                     Yes [ ] No [x]

================================================================================

<PAGE>

                         PART I. - FINANCIAL INFORMATION

Item 1.  Financial Statements


                        ANGELCITI ENTERTAINMENT, INC.
                                Balance Sheet
                               September 30, 2006
                                  Unaudited


<TABLE>
<CAPTION>
<S>                                                                    <C>

                                     ASSETS

CURRENT ASSETS
  Cash                                                                 $    15,489
  Prepaid expenses                                                           2,300
                                                                       -----------
TOTAL CURRENT ASSETS                                                        17,789
                                                                       -----------

OTHER ASSETS
  Investment - in non-marketable securities, at cost                       164,667
                                                                       -----------

TOTAL ASSETS                                                           $   182,456
                                                                       ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                     $     4,662
                                                                       -----------
TOTAL CURRENT LIABILITIES                                                    4,662
                                                                       -----------

STOCKHOLDERS' EQUITY
  Preferred stock, Series A, $0.001 par value, 50,000
      shares authorized, 20,000 issued and outstanding                          20
  Convertible preferred stock, Series B, $0.001 par value, 100,000
      shares authorized, none issued and outstanding                            --
  Common stock, $0.00025 par value, 300,000,000 shares authorized
      9,606,985 shares issued and outstanding                                2,401
  Additional paid in capital                                             6,275,873
  Accumulated deficit                                                   (6,100,500)
                                                                       -----------
TOTAL STOCKHOLDERS' EQUITY                                                 177,794
                                                                       -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $   182,456
                                                                       ===========
</TABLE>






     See accompanying notes to unaudited consolidated financial statements.

                                       1


<PAGE>

                          ANGELCITI ENTERTAINMENT, INC.
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three months ended September 30,        Nine months ended September 30,
                                                      -------------------------------         -------------------------------
                                                          2006                2005                2006                2005
                                                      -----------         -----------         -----------         -----------
<S>                                                   <C>                 <C>                 <C>                 <C>
CASINO REVENUES, NET                                  $        --         $   160,732         $   104,893         $   444,493
                                                      -----------         -----------         -----------         -----------

OPERATING EXPENSES
Amortization and Depreciation                                  --               2,250               1,500               6,750
Affiliate Commission                                           --              28,850              12,722              99,034
Bad debts                                                      --              11,510              21,645              49,478
Consulting                                                     --             110,678              74,842             316,270
Royalty                                                        --              30,000              20,000              92,185
Marketing                                                      --                  --                  --              31,000
Advertising                                                    --                  --                  --             123,842
Legal & Professional fees                                   6,413              14,620              80,971              93,085
Rent                                                          329               3,191               3,411               7,811
General and Administrative                                  5,050             138,030              96,682             377,871
                                                      -----------         -----------         -----------         -----------
TOTAL OPERATING EXPENSES                                   11,792             339,129             311,773           1,197,326
                                                      -----------         -----------         -----------         -----------

LOSS FROM OPERATIONS                                      (11,792)           (178,397)           (206,880)           (752,833)
                                                      -----------         -----------         -----------         -----------

OTHER INCOME
Interest income                                                95                  19                 341                  57
Other income                                                   --               2,317             177,285               9,258
                                                      -----------         -----------         -----------         -----------
TOTAL OTHER INCOME                                             95               2,336             177,626               9,315
                                                      -----------         -----------         -----------         -----------


OTHER EXPENSE
Interest expense                                               --             (16,100)                 --             (20,796)
Loss on exchange of common stock for debt                      --                  --                  --          (2,641,544)
Loss on sale of subsidiaries                                   --                  --             (53,225)                 --
                                                      -----------         -----------         -----------         -----------
TOTAL OTHER EXPENSE                                            --             (16,100)            (53,225)         (2,662,340)
                                                      -----------         -----------         -----------         -----------

Total Other Income (Expense)                                   95             (13,764)            124,401          (2,653,025)
                                                      ===========         ===========         ===========         ===========

NET LOSS                                              $   (11,697)        $  (192,161)        $   (82,479)        $(3,405,858)
                                                      ===========         ===========         ===========         ===========

NET LOSS PER SHARE - BASIC AND DILUTED                $     (0.00)        $     (0.03)        $     (0.01)        $     (0.67)
                                                      ===========         ===========         ===========         ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
           during the year - basic and diluted          9,606,985           7,493,568           9,573,230           5,097,155
                                                      ===========         ===========         ===========         ===========
</TABLE>



     See accompanying notes to unaudited consolidated financial statements.

                                        2

<PAGE>

                          ANGELCITI ENTERTAINMENT, INC.
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              Nine months ended September 30,
                                                                                  2006               2005
                                                                              -----------        -----------
<S>                                                                           <C>                <C>
Cash Flows from Operating Activities:
Net (loss)                                                                    $   (82,479)       $(3,405,858)
Adjustments to reconcile net loss to net cash used in
      operating activities:
Loss on sale of subsidiary                                                         53,225                 --
Depreciation                                                                           --              6,750
Bad debts                                                                              --             49,478
Common stock issued for services                                                       --             25,000
Common stock issued to settle accrued interest                                         --              4,696
Amortization of stock based deferred expenses                                      60,061            196,777
Loss on exchange of common stock to settle debt                                        --          2,641,544
Changes in operating assets and liabilities:
(Increase) decrease in:
  Accounts receivable                                                              29,000            (48,712)
  Other receivable related party                                                      200                 --
  Prepaid and other assets                                                           (549)             3,165
  Due from Affiliate                                                                   --             26,279
Increase (decrease) in:
  Accounts payable                                                                (74,523)           116,698
  Accrued interest payable                                                             --             16,100
  Accounts Payable, related party                                                 (16,128)             6,005
  Accrued royalty payable                                                              --            (26,040)
  Customer deposits and payouts due                                                    --               (578)
  Payroll taxes payable                                                                --               (588)
                                                                              -----------        -----------
NET CASH USED IN OPERATING ACTIVITIES                                             (31,193)          (389,284)
                                                                              -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Disbursement to acquire investment at cost                                           --           (100,000)
  Cash sold as part of  subsidiary                                                (73,889)                --
                                                                              -----------        -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                         (73,889)          (100,000)
                                                                              -----------        -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock, net of offering costs                     1,875            262,061
  Proceeds of loan payable - related party                                             --            300,000
  Deferred offering costs                                                              --            (24,286)
  Repayment of loan payable - related party                                          (199)           (53,024)
                                                                              -----------        -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                           1,676            484,751
                                                                              -----------        -----------
Net Decrease in Cash                                                          $  (103,406)       $    (4,533)
Cash at Beginning of Period                                                   $   118,895            166,440
                                                                              -----------        -----------
CASH AT END OF PERIOD                                                         $    15,489        $   161,907
                                                                              ===========        ===========
Supplemental Disclosure of Cash Flow Information
------------------------------------------------
Cash Paid for:
     Taxes                                                                    $        --        $        --
                                                                              ===========        ===========
     Interest                                                                 $        --        $        --
                                                                              ===========        ===========
Supplemental Disclosure of Non Cash Investing and Financing Activities:
-----------------------------------------------------------------------
     Dividend paid to AngelCiti shareholders of Midas common stock            $        --        $    50,038
                                                                              ===========        ===========
     Note issued to acquire investment - at cost                              $        --        $   520,000
                                                                              ===========        ===========
     Common stock issued to settle debt                                       $        --        $   304,696
                                                                              ===========        ===========
</TABLE>
     See accompanying notes to unaudited consolidated financial statements.

                                        3
<PAGE>
                          ANGELCITI ENTERTAINMENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


NOTE 1 BASIS OF PRESENTATION AND CHANGE IN NATURE OF OPERATIONS
---------------------------------------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the United States Securities and Exchange
Commission for interim financial information. Accordingly, they do not include
all the information and footnotes necessary for a comprehensive presentation of
financial position and results of operations.

It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
financial statement presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.

For further information, refer to the audited consolidated financial statements
and footnotes of the Company for the year ending December 31, 2005 included in
the Company's Form 10-KSB.

The Company discontinued its operations on February 23, 2006 through the sale of
its operating subsidiaries (See Note 7). The accompanying financial statements
are not presented in accordance with the accounting standards for presenting
discontinued operations as there was only one operating segment. The Company had
been, up until February 23, 2006, a software licensor and administered
software-based games of chance through the Internet. The Company used
state-of-the-art casino gaming and sports book software under a license
arrangement with a casino software development company. The Company launched its
internet gaming operations on May 2, 2002 and on February 23, 2006 signed a sale
agreement disposing of the sole operating business of Angelciti, the
SharkCasino. The operating results for the nine months ended September 30, 2006
reflect the consolidated operations of Angelciti Entertainment, Inc. and
Subsidiaries through February 23, 2006, and from then on, operations are
presented solely based on Angelciti Entertainment, Inc.'s activity.

NOTE 2 GOING CONCERN
--------------------

As reflected in the accompanying financial statements, the Company has a net
loss of $82,479 and net cash used in operations of $31,193 for the nine months
ended September 30, 2006 and an accumulated deficit of $6,100,500 at September
30, 2006. In addition, in February 2006, the Company sold its operating
subsidiary leaving it with no operations or future revenues. The ability of the
Company to continue as a going concern is dependent on the Company's ability to
consummate an acquisition of one or more companies. The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------------

(A) REVENUE RECOGNITION

Through February 23, 2006 (See Note 7) the Company followed the guidance of
Staff Accounting Bulletin No. 104 and the AICPA's guidance on revenue
recognition for casinos. Casino revenue is the net win from complete gaming
activities, which is the difference between gaming wins and losses.
Additionally, the value of promotional bonus dollars provided to customers is
netted with revenues.

The total amount wagered ("handle") was $4,495,644 and $24,610,269 for the nine
months ended September 30, 2006 and 2005, respectively. The relationship of net
casino revenues to handle ("hold percentage") was 2.33% and 1.81% for the nine
months ended September 30, 2006 and 2005, respectively.

                                       4
<PAGE>

                          ANGELCITI ENTERTAINMENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


(B) NON-MARKETABLE SECURITIES

Certain securities that the Company may invest in can be determined to be
non-marketable. Non-marketable securities where the Company owns less than 20%
of the investee are accounted for at cost pursuant to APB No. 18, "The Equity
Method of Accounting for Investments in Common Stock" ("APB 18").

The Company periodically reviews its investments in non-marketable securities
and impairs any securities whose value is considered non-recoverable. There were
no impairment losses charged to operations during the nine months ended
September 30, 2006.

(C) CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration of
credit risk consist principally of non-marketable securities.

The Company held approximately 40,046,904 common shares of Midas Entertainment,
Inc.'s (a former related party) publicly traded common stock prior to an August
2006 reorganization of Midas. The Midas shares held were exchanged on a one for
one basis for shares in Textechnologies Inc. Subsequent to the reorganization
there was a reverse stock split of 1 share for 100 shares held. The number of
Textechnologies shares held is 400,469. The cost basis for the investment
remains at $164,667. All Textechnologies shares are currently being treated as
non-marketable securities carried at cost. The investment in Textechnologies
Inc. securities represents 100% of the Company's investments at September 30,
2006. (See Note 4)

NOTE 4 INVESTMENT IN NON-MARKETABKE SECURITIES
----------------------------------------------

Activity relating to our investment in Textechnologies Inc. stock during the
nine months ended September 30, 2006 was as follows:



Shares held in Midas at December 31, 2005 (40,046,904 shares)        $  164,667
                                                                     ----------

Balance at September 30, 2006 (400,469 shares of Textechnologies)    $  164,667
                                                                     ==========


The composition of non-marketable securities at September 30, 2006 is as
follows:


                         Cost         Fair Value       Unrealized Gain
                      ----------     -----------       ---------------
Common stock          $  164,667     $  164,667            $     --
                      ==========     ==========            ========


There was no investment income or expense for the nine months ended September
30, 2006. During the year there was a reorganization with the name changing to
Textechnologies Inc. and a reverse stock split with a consolidation of 100
shares for one.

                                       5
<PAGE>

                          ANGELCITI ENTERTAINMENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


NOTE 5 EQUIPMENT
----------------

The equipment was recorded on the books of a subsidiary company. As a result of
the disposal of the subsidiary, there is no longer any fixed assets on
Angelciti's books. Depreciation expense for the nine months ended September 30,
2006 and 2005 were $1,500 and $6,750, respectively.


NOTE 6 STOCKHOLDERS' EQUITY
---------------------------

(A) COMMON STOCK ISSUANCES

During the nine months ended September 30, 2006, the company issued 150,000 of
common shares for net proceeds of $1,875. For the same period last year, the
company issued 61,450,924 shares for net proceeds of $262,061.

(B) STOCK OPTIONS

In May 2003, ("the Amendment Date") the Company entered into an amendment to its
software license agreement. Under the terms of the amendment, the 450,000
options in 2002 granted were reduced to 108,000 options (split adjusted) with a
fixed exercise price of $3.68 (split adjusted). The Amendment further defined
the initial public offering as the date at which the Company's stock became
publicly traded which was January 20, 2003. As a result of the Amendment, the
108,000 options became fully vested on the Amendment Date. There were 18,192 and
17,564 options exercised in 2003 and 2004, respectively, leaving 72,244 options
remaining at September 30, 2006.

The Company also granted an option to purchase $415,000 worth of common stock to
the software licensor. The exercise price is the lower of 50% of (a) the closing
price on the date which the Company undergoes an initial public offering or (b)
such closing price on each vesting date, with one-third of such options vesting
each on the 6th, 12th and 18th months following such initial public offering.
The options were fully vested with a fixed exercise price as of July 20, 2004.
None of these options have been exercised.

(C) OFFERING COSTS - REGULATION "S" STOCK

In order to raise capital, the company enters into a Regulation "S" purchase
agreement with a broker. Under the terms of the agreement, the Company initially
receives 100% of the gross sales proceeds from the Regulation "S" stock sales,
and then reimburses the broker 78% (65% in 2004) of the gross proceeds
reflecting sales commissions. The net effect is that the Company retains 22% of
the gross proceeds. In certain cases, the broker's commissions have been
adjusted to an amount different from the above stated formula. The amounts paid
as commissions are classified as offering costs and are offset directly against
the gross proceeds with a charge to additional paid in capital.

(D) DEFERRED COMPENSATION

On April 5, 2005, the Company entered into a business consulting agreement with
an unrelated third party to provide management services, public relations and
other general business consulting services. The term of the agreement is for one
year and expired April 5, 2006. The agreement provides compensation as follows:
the Company issued 109,000 shares of the Company's restricted common stock and
issued options to purchase 100,000 common shares with an exercise price of $1.25
per share with a term of five years to consultants. The value of the stock
provided was determined based on the quoted closing trading price on the grant
date. The shares had a value of $1.15 per share for a total of $125,350. In
addition, the options have a cashless exercise provision, and pursuant to
Black-Scholes, an option pricing method, the options had a value of $114,895
using the following assumptions: volatility of 295%, expected term of five
years, zero expected dividends, and a risk free interest rate of 4.15%. The
Company will record a consulting expense over the service period. For the nine

                                       6
<PAGE>

                          ANGELCITI ENTERTAINMENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


months ended September 30, 2006, the Company recorded consulting expense of
$60,061 and the deferred compensation was fully amortized as of September 30,
2006.

NOTE 7 DISCONTINED OPERATIONS
-----------------------------

On February 23, 2006, the Company sold its two operating subsidiaries, Worldwide
Management, SA and First National Consulting, Inc., to Equivest Opportunity
Fund, the owner of the online gaming URL's whose operations the Company had
administered (the "Buyer"). The Company agreed to pay Equivest $25,000 for
acquiring these subsidiaries, absorbing and assuming their respective
liabilities, and indemnifying the Company against any and all liabilities
relating in any way whatsoever to and from the operations of said these two
subsidiaries. These subsidiaries have never operated at a profit. The
transaction effectively marked the Company's exit from the sublicensing of
on-line gaming software and administration of on-line gaming websites. The
Company recognized a loss on the sale of subsidiaries of $53,225.

















                                       7
<PAGE>

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

RESULTS OF OPERATIONS

Overview
--------

In January of 2003, we purchased all of the shares of Worldwide Management, SA
("Worldwide"). Worldwide commenced its operations in May of 2002 as a
wholly-owned subsidiary of another entity. Worldwide had become our sole
operating business, as our previously formulated business plan had been
abandoned and all previously conducted operations had been discontinued. In
February 2006, we sold our operating subsidiaries to an unrelated third party
entity. Financial results for the quarter ending September 30, 2005 reflect our
operations for a full three month period. Financial results for the quarter
ending September 30, 2006 reflect our results of operations without any
operating subsidiary. The operating results for the nine months ending September
30, 2006 reflect the consolidated operations of Angelciti Entertainment, Inc.
and subsidiaries through February 23, 2006, and from then on, operations are
presented solely based on Angelciti Entertainment Inc.'s activity.

As a subsidiary of the Company, Worldwide sublicensed and administered Internet
casino gaming software. It did not own on-line casinos. Its operating revenues
were generated solely from its administration of the on-line casino owned by
Equivest Opportunity Fund, an unrelated third party ("Equivest"), and the
sub-licensing of gaming software to Equivest. It received a fee from Equivest
based upon the revenue generated by the Equivest casino's on-line play. As
Worldwide's operating revenues were derived as a percentage of those earned by
Equivest's on-line casino and Worldwide's expenses include those attributable to
said casino, we have described them as casino revenues and expenses to provide a
better understanding of the factors affecting such revenues and expenses and the
manner in which they are earned or incurred.

On February 23, 2006, we sold our two operating subsidiaries, Worldwide
Management, SA and First National Consulting, Inc., to Equivest Opportunity
Fund, the owner of the online gaming URL's whose operations we had administered
(the "Buyer"). We agreed to pay Equivest $25,000 for acquiring these
subsidiaries, absorbing and assuming their respective liabilities, and
indemnifying us against any and all liabilities relating in any way whatsoever
to and from the operations of said these two subsidiaries. These subsidiaries
have never operated at a profit. The transaction effectively marked our exit
from the sublicensing of on-line gaming software and administration of on-line
gaming websites.

We are seeking other alternative business ventures. Our merger negotiations with
Nurovysn Merger Corporation, a Nevada corporation have been terminated and we
are exploring other merger or acquisition opportunities. No assurances are given
that we will acquire or merge with a suitable entity, or operate profitably
thereafter.

                                       8
<PAGE>

A full description of our operations can be found in our Annual Report on Form
10-KSB for the year ending December 31, 2005.

Financial Results

For the three and nine month periods ending September 30, 2006, we recorded net
casino revenues of $0 and $104,893, respectively, compared to $160,732 and
$444,493 for the same periods of the prior year. The foregoing reflects the
discontinuation of our on-line casino related operations during the first
calendar quarter of this year. We have never operated at a profit. Our net loss
from operations for the three and nine month periods ending September 30, 2006
decreased to $11,792 and $206,880 from $178,397 and $752,833 for the same
periods of the prior year. The sale of our operating subsidiaries resulted in
our decreased operating losses as contrasted to those suffered in the same
quarter of 2005. We anticipate that our ongoing operating expenses will be
limited to those associated with our merger or acquisition with or of one or
more operating entities, our regulatory reporting requirements and related
expenses.

Government Regulation

Our revenues had been subject to certain uncertainties associated with, among
other things, the threat of potential regulation that could restrict or ban
online gaming by players residing in the United States or restrict a player's
ability to make payments to us through US companies or companies doing business
in the United States. An online casino's operations are generally subject to
applicable laws in the jurisdictions in which they offer services. We believe
that these regulations had a material effect on our operations.

Some of the regulatory risks that we faced were as follows:

     o    Legislation would prohibit online casino gaming in the United States,
          where the vast majority of our players resided.
     o    Laws in the United States would be interpreted to criminalize the
          processing of online gaming transactions or the advertising and
          promotion of online gaming websites
     o    Regulation in certain jurisdictions would have created certain
          advantages for our competitors
     o    Regulations, taxes or other charges would be imposed on online
          commerce in general

We believe that we are no longer subject to these regulatory uncertainties but
no assurance is given in this regard.


LIQUIDITY AND CAPITAL RESOURCES

We have never operated at a profit. We have historically been forced to rely on
additional investment capital and loans to remain in business. As of September
30, 2006, we had cash of $15,489 and working capital of $13,127 at that date. As

                                       9
<PAGE>

of September 30, 2006, we owned 400,469 common shares of Textechnologies, Inc.
(formerly, Midas Entertainment, Inc.). These shares are traded on the NASDAQ
Over-the-Counter Pink Sheets, but are highly illiquid. No assurance is given
that we will be able to sell any of these shares at favorable terms, or at all.

Our success will ultimately be dependent upon our ability to identify and close
a merger transaction with a suitable entity and/or acquire one or more suitable
operating businesses. We cannot be certain that we will successfully conclude
such a transaction. If we cannot generate sufficient cash flow from the sale of
our non-marketable securities or merge with or acquire one or more profitable
operating entities, we will be required to curtail our operations.

We believe that we have sufficient cash on hand to remain in business over the
next three-month period. While we are hopeful that we can consummate our current
merger negotiations, we cannot be certain that we will be able to do so

FUTURE EXPENDITURES

As we have discontinued our on-line gaming related activities, our future
capital expenditures and sales, research and expense expenditures, as well as
our future staffing requirements will depend upon the entity or entities that we
acquire or merge with and our ability to generate revenues or additional
investment capital if our revenues are not sufficient.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumption that have a significant impact on the results we report in our
financial statements. Some of our accounting policies require us to make
difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Actual results may differ
from these estimates under different assumptions or conditions.

Valuation of Non-cash Capital Stock Issuances. We value our stock transactions
based upon the fair value of the equity instruments used in the particular
transaction, pursuant to the fair value accounting provisions of SFAS No. 123R.
Various methods can be used to determine the fair value of the equity
instrument. We may use the fair value, the quoted market price or the
contemporaneous cash sale price of the stock based consideration. Each of these
methods may produce a different result. We use the method that most
appropriately reflects the value of the transaction to us. If a difference
method was used it could impact the expense, deferred stock and equity stock
accounts.

Income Taxes. We continue to record a valuation allowance for the full amount of
deferred income taxes, which would otherwise be recorded for tax benefits
related to operating loss carryforwards, as realization of such deferred tax
assets cannot be determined to be more likely than not likely.

                                       10
<PAGE>

Valuation of Investment in Non-Marketable Securities. We have determined our
investment in Midas' common shares to be non-marketable and have accounted for
the same at cost pursuant to APB No. 18, "The Equity Method of Accounting for
Investments in Common Stock" ("APB 18"). While there is a trading market for
these shares, the trading market is quite thin and we may never be able to
liquidate all or a portion of these shares at suitable prices or at any price.
Our ability or inability to liquidate these shares could impact our assets and
investment in non-marketable securities-related party-at cost account.

OFF BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

Item 3. Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this Report, our Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of our disclosure controls and procedures and
internal control over financial reporting. Based on the evaluation, which
disclosed no significant deficiencies or material weaknesses, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures and internal controls over financial reporting are
effective and have been designed and are being operated in a manner that
provides reasonable assurance that the information required to be disclosed by
us in reports filed under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms. A system of controls, no matter how well designed
and operated, cannot provide absolute assurance that the objectives of the
systems of controls are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a
company have been detected. There were no changes in our disclosure controls and
procedures or internal control over financial reporting that occurred during the
quarter covered by this Report that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.




                                       11
<PAGE>

                          PART II. - OTHER INFORMATION


Item 1 Legal Proceedings

         We are not subject to any legal proceedings.

Item 2. Changes in Securities.

         Not Applicable

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

         (a)   The following exhibits and financial statement schedules are
               filed as exhibits to this Report:

               1.    Financial Statements of the Registrant are included under
                     Part 1 Item 1, hereof.

               2.    Financial Statement Schedules

                       None

               3.   Exhibits:



Exhibit No.    Description
----------     ------------------------------------------------------------
   3.1         Articles of Incorporation, as amended*

   3.2         Bylaws, as amended**

   4.1         Common Stock Certificate**

  14.1         Code of Ethics***

  21.1         Names of Subsidiaries*

  31.1         Rule 13a-14(a)/15d-14(a) Certification of George Guttierez

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

-----------
*    Incorporated by reference to our Form 10-KSB filed with the U.S. Securities
     and Exchange Commission on April 5, 2005.

**   Incorporated by reference to our Form 10-SB12G filed with the U.S.
     Securities and Exchange Commission on April 4, 2000

***  Incorporated by reference to our Form 8-K filed on February 18, 2005.

         (b) Reports on Form 8-K Incorporated by reference.

              None


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<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report as amended to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date:  November 14, 2006             By: /s/ GEORGE GUTIERREZ
                                         ---------------------------------------
                                         George Gutierrez, CEO and President


In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

Date:  November 14, 2006             By: /s/ GEORGE GUTIERREZ
                                         ---------------------------------------
                                         George Gutierrez, CEO, CFO and Director

Date:  November 14, 2006             By: /s/ GRACE BUSTAMENTE
                                         ---------------------------------------
                                         Grace Bustamente, Director













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