SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF
     1934 for the Quarterly Period Ended October 31, 2005


                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

       For the Transition Period from                 to
                                      ---------------    -----------------

                             Commission file number
                                    000-29313

                        MOBILE REACH INTERNATIONAL, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


            DELAWARE                                      20-0121007
 ------------------------------              ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

          2054 Kildaire Farm Road. Suite 353 Cary, North Carolina 27511
                     --------------------------------------
                    (Address of principal executive offices)

                                 (919) 336-2500
                            -------------------------
                           (Issuer's telephone number)




     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No


                  Class                      Outstanding as of October 31, 2005
     ------------------------------          ----------------------------------
     Common Stock, $.0001 par value                      4,320,483

<PAGE>


                                      INDEX
                Mobile Reach International, Inc. and Subsidiaries



PART I.
FINANCIAL INFORMATION

                                                                            Page
     ITEM 1       CONSOLIDATED FINANCIAL STATEMENTS


                  Unaudited Condensed Consolidated Balance Sheet
                  as of October, 31, 2005                                      3

                  Unaudited Condensed Consolidated Statement of Operations
                  Three Months ended October 31, 2005 three Months
                  Ended October 31, 2004                                       4

                  Unaudited Condensed Consolidated Statement of Cash Flows
                  for the Period ended October 31, 2005 and 2004               5

                  Notes to Unaudited Condensed Consolidated
                  Financial Statements                                         6


     ITEM 2       MANAGEMENT'S DISCUSSION AND ANALYSIS                         9

     ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  11

     ITEM 4.      CONTROLS AND PROCEDURES                                     11


PART II.
OTHER INFORMATION


     ITEM 1       LEGAL                                                       12

     ITEM 2       CHANGES IN SECURITIES AND USE OF PROCEEDS                   12

     ITEM 3       DEFAULTS UPON SENIOR SECURITIES                             13

     ITEM 4       SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS        13

     ITEM 5       OTHER INFORMATION                                           13

     ITEM 6       EXHIBITS AND REPORTS ON FORM 8K                             14

                                       2

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                          PART 1 FINANCIAL INFORMATION


ITEM 1      FINANCIAL STATEMENT


                        MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                                   CONSOLIDATED BALANCE SHEET
                                           (UNAUDITED)
                                  PERIOD ENDED OCTOBER 31, 2005


                                                                             THREE MONTHS ENDED
                                                                                 31-Oct-05
                                                                                 ---------

<S>                                                                              <C>
    Current Assets
                                Cash                                                19,158
                                Allowance For Bad Debt
                                Accounts Receivable                                147,172
                                Other Current Assets                                  --





Total Current Assets                                                               166,330

    Property and Equipment
                                Computer Equipment                                  18,455
                                Furniture and Fixtures                                --
                                Vehicles                                           120,747
                                Accumulated Depreciation                           (70,319)

Total Fixed Assets                                                                  68,883
                                Other Assets (Deposits)                                450


TOTAL ASSETS                                                                       235,663

    LIABILITIES & EQUITY
                                Accounts Payable                                   379,523
                                Accounts Payable - Stockholder                        --

    Current Liabilities
                                Other - Credit Cards                                36,184
                                Payroll Liabilities                                494,448
                                Current Portion - L/T Debt                          23,038
                                Deferred Salaries                                  103,773
                                Wages Payable                                      140,046
                                Notes Payable                                      222,794
                                Accrued Interest Payable                            50,211
                                Accrued Expenses                                    43,374
                                Total Deferred Revenue                              68,428
                                Sales Tax Payable                                      802
                                Contingencies (6)
Total  Current Liabilities                                                       1,562,621

    Long Tern Liabilities
                                Notes Payable  L/T Debt                             59,067
                                Convertible Debentures                           1,275,000
                                Notes Payable  L/T  Equipment
Total Long Term Liabilities                                                      1,334,067

                                Total Liabilities                                2,896,688


    Equity
                                Retained Earnings                               (8,759,323)
                                Common Stock                                     4,507,035
                                Paid in Capital  Common Stock                    1,835,317

Net Income (LOSS)                                                                 (244,054)

Total Equity                                                                    (2,661,025)

TOTAL LIABILITIES & EQUITY                                                         235,663


                         See Notes to consolidated financial statements

                                                3
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                MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
            THREE MONTH ENDED OCTOBER 31, 2005 AND OCTOBER 31, 2004.
                                   (UNAUDITED)


                                                Three Months       Three Months
                                               Ended 10/31/05     Ended 10/31/04
                                               --------------     --------------

Revenue:
--------

     License Revenue                                84,175            116,528
     License Maint. Revenue                         25,310             21,795
     Product Revenue                                30,406             80,960
     Professional Services Revenue                  16,050             84,067
                                                  --------           --------
 Total Revenue                                     155,941            303,350

GOGS                                                30,009            137,851
                                                  --------           --------
Gross Profit                                       125,932            165,499

Less:
      Sales & Marketing                             51,616             66,131
      G & A                                        292,477            218,177
      Depreciation                                   6,037             12,497
      Bad Debt
                                                  --------           --------
Total Net Expenses                                 350,130            296,805
                                                  --------           --------
Other Expenses/Income:
      Interest Expense                              19,856             29,091
      Loss On Sale of Property                        --                1,218
      Interest Income                                 --                 --
      Other Income                                      (1)              --
                                                  --------           --------
Total Other Expense/Income                          19,856             30,309
                                                  --------           --------

Net Income/(Loss)                                 (244,054)          (161,615)
                                                  ========           ========


                 See Notes to consolidated financial statements

                                       4

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                               MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                FOR THE PERIOD ENDED OCTOBER 31, 2005 AND 2004
                                                  (UNAUDITED)



                                                                                Three months     Three months
                                                                                   ended            ended
                                                                                 10/31/2005       10/31/2004
                                                                                 ----------       ----------
                         <S>                                                       <C>             <C>
                          OPERATING ACTIVITIES
                                      Net Income (loss)                            (244,054)       (161,615)
                                      Net cash provided by Operating Activities:    183,021         230,554


                          INVESTING ACTIVITIES
                          Net cash provided by Investing Activities                   6,038          13,714
                          FINANCING ACTIVITIES
                          Net cash provided by Financing Activities                  (4,200)         42,000

              Net cash increase (decrease) for period                               (59,195)        124,653
              Cash at beginning of period                                            78,353          10,239

Cash at end of period                                                                19,158         134,892


                                See Notes to consolidated financial statements

                                                       5

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<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                        for Period Ended October 31, 2005


Note 1 - Summary of Significant Accounting Policies:
----------------------------------------------------

Principles of consolidation:

For software arrangements with multiple elements, revenue is recognized using
the residual method prescribed by SOP 98-9, "Modification of SOP 97-2 `Software
Revenue Recognition' with Respect to Certain Transactions." Revenue applicable
to undelivered elements, principally software maintenance, training and
implementation services, is determined based on vendor specific objective
evidence ("VSOE") of the fair value of those elements. VSOE is established by
the price of the element when it is sold separately (i.e., the renewal rate for
software maintenance and normal prices charged for training and professional
services). Revenue applicable to elements for which VSOE of fair value is not
determinable is deemed equal to the remainder/residual amount of the fixed
arrangement price. Assuming none of the undelivered elements and VSOE of fair
value exists for all undelivered elements are essential to the functionality of
any of the delivered elements; the residual revenue attributed to the delivered
elements is recognized when all other criteria for revenue recognition for those
elements have been met.

The accompanying consolidated financial statements for the period ended October
31 2005 primarily include the revenues from Mobile Reach Technologies, Inc. the
Company's only operating subsidiary, after elimination of inter-company accounts
and transactions.


Concentrations of Credit Risk:

The Company has no significant off-balance-sheet concentration of credit risk
such as foreign exchange contracts, options contracts or other foreign hedging
arrangements. The Company maintains its cash balances with multiple reputable
financial institutions in the form of demand deposits.


Note 2 - Going Concern:
-----------------------

As shown in the accompanying financial statements, the Company has sustained a
net loss of $244,054 during the three months ended October 31, 2005. As of the
same period, the Company is in default on certain notes, payroll taxes and other
payables. As a result, cash currently available is not sufficient to support the
Company's operations for the next year. In order to meet the cash requirements
for the remainder of the year, the Company needs to raise more capital through
public or private financing. At the present time, the Company does not know if
additional financing will be available or, if available, whether it will be
available on attractive terms. If the Company is able to raise capital in the
future, it is probable that it will result in substantial dilutions to
stockholders interests. These factors create substantial doubt as to the
Company's ability to continue as a going concern.

The Company continues its efforts to complete the necessary steps in order to
meet its cash flow requirements throughout the fiscal year 2006 and to continue
commercialization of its software solutions. Management believes that actions
presently being taken will generate sufficient revenues to provide positive cash
flows from operations to support its operating subsidiary. However, no
assurances can be given that the Company will continue as a going concern
without the successful completion of additional financing. The accompanying
consolidated financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

                                       6

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Note 3 - Notes Payable:
-----------------------

Notes payable at October 31, 2005 consisted of the following:


     <S>                                                                        <C>
     Note payable to a vendor dated February 2005; due in eighteen monthly
     installments of $1,007 including interest at six percent.                    11,731


     Note payable to a vendor dated July 2005; due in eighteen monthly
     installments of $390 including interest at eight percent.                     6,153


     Note payable to a vendor dated December 2004; due in six monthly
     installments of $2,836 including interest at eighteen percent, note is in
     default.                                                                     17,027


     Note payable to former employee and former owner of Waves dated December
     2004; bearing no interest and no specified repayment terms.                   3,940


     Note payable for accrued wages; bearing interest at six percent; due and
     payable with interest at the earliest of (a) Company obtaining debt or
     equity funding greater than $1,000,000 in a quarter or (b) Company earns
     revenues of $1,000,000 in a quarter                                          49,908
                                                                                 -------
                                                                                 $88,759
                                                                                 -------

Note 4 - Long-Term Debt:
------------------------

     Long-term debt at July 31, 2005 consisted of the following:


     Notes payable dated August and October 2003; due in sixty monthly
     installments of $1,873 including interest at 6.98 percent;
     secured by vehicles costing $120,747.                                       $86,305
                                                                                 -------
                                                                                  86,305
     Less: current portion                                                       (23,038)
                                                                                --------
                                                                                $ 63,267
                                                                                --------

     At July 31, 2005, longterm debt is due in aggregate annual
     installments as follows:

     Year ending July 31,
     2006                                                                       $23,038
     2007                                                                        24,699
     2008                                                                        26,480
     2009                                                                        12,088
     Thereafter                                                                    --
                                                                                -------
                                                                                $86,305
                                                                                -------

Note 5 - Convertible Debentures:
--------------------------------

In March 2004, the Company issued $525,000 of five percent convertible
debentures that mature on March 15, 2007. The debentures were convertible into
the Company's common stock at a conversion price of $0.16 per share. In an
effort to entice the debenture holders from this series of debentures to invest
in the second series mentioned later, the Company agreed to re-price the
conversion feature and the warrants of the March 2004 issuance to $0.01 per
share through a settlement agreement signed by all parties. All interest and
penalties accrued through March 2005 on the five percent debentures was treated
as additional paid-in capital on warrants issued with the March 2005 series
debenture mentioned below. See Note 11 for further details. Interest accrued on
debentures that are converted into common stock may be paid in cash or with
common stock (conversion price $0.01 per share). In connection with the issuance
of these debentures, the Company issued 12,202 common stock purchase warrants at
the original exercise price of $0.32 per share. However, as part of the
settlement agreement, these warrants were also re-priced to $0.01 per share. The
warrants expire March 31, 2006 and no warrants were exercised at July 31, 2005.

                                       7

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<PAGE>


In March 2005, the Company began offering a second series of convertible
debentures. This series required investors from the March 2004 series to invest
a minimum of twenty percent over and above the value of their holdings in the
March 2004 series. This series of convertible debentures mature April 27, 2007
and have an interest rate of eight percent. The debentures are convertible into
the Company's common stock at a conversion price of $0.01 per share. Interest
accrues from March 17, 2005 and may be paid in cash or in the Company's common
stock at a conversion price of $0.01 per share. In connection with these
debentures, the Company issued to the holders of the March 2004 five percent
convertible debentures that invested additional funds an additional 202,046
common stock purchase warrants at an exercise price of $0.01 per share.
Subsequent investors were issued 608,766 common stock purchase warrants at an
exercise price of $0.0077 per share. These warrants expire April 27, 2010 and no
warrants were exercised at July 31, 2005.


Note 5 - Shares Outstanding:
----------------------------

For the period ended October 31, 2005, the Company's common stock issued and
outstanding was 4,320,483. During the period the company issued 1,925,844 of its
shares, broken down as follows:

          a)   Securities issued - 1,050,000 shares were granted in connection
               with the Company retaining two Consulting firms, during the
               period.

          b)   Securities issued - 375,000 shares of Company Common Stock were
               issued in connection with the merger of Objective Spectrum, Inc.,
               during the period.

          c)   Securities issued - 95,000 shares of Company Common Stock were
               issued under settlement agreements and grants for past services.

          d)   Warrants issued - 405,844 warrants were issued in connection with
               an August 2005 convertible debenture at an exercise price of
               .0.617 per share expiring April 20, 2010.

Loss per share:

The Company calculates loss per share in accordance with SFAS No. 128, "Earnings
per Share", which requires the presentation of basic and diluted earnings per
share. Basic loss per share excludes dilution and is computed by dividing loss
by the weighted-average number of common shares outstanding for the period.
Diluted loss per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. Potential common shares are excluded from the
computation of diluted earnings per share when a loss exists because the effect
would be antidilutive.


Note 6 - Convertible Debentures:
--------------------------------

In August 2005, the Company received an additional $250,000 in funding on the
March 2005 eight percent convertible debentures. The additional debentures
included 405,844 in common stock purchase warrants with an exercise price of
$0.0077 per share expiring April 20, 2010.


Note 7 - Other Matters:
-----------------------

In August 2005, the Company executed an agreement and plan of merger with
Objective Spectrum, Inc. ("Objective"). The Company purchased all of Objective's
issued and outstanding common stock for 375,000 shares of the Company's
restricted common stock. At the date of the agreement, a current director and
officer of the Company owned approximately ninety-two percent of Objective's
common stock. As a result of the acquisition, the Company obtained intellectual
property rights to source code for use with the Company's Splitware product. The
Company is in default of completing and filing audited financials statements for
Objective Spectrum, Inc., as of October 15, 2005, however the Company's,
management believes the insignificant revenues of the acquired company do not
represent a significant portion or balance sheet change to impact its current
filing.

                                       8

<PAGE>


ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
You should read the following discussion of our business and results of
operations in conjunction with the consolidated financial statements included
herein. The results shown in this 10-QSB are not necessarily indicative of the
results we will achieve in any future periods.

REVENUES
Our revenues primarily comprise of licensing and services fees, which we
recognize as revenue when the product or services are provided to the client.
The unaudited consolidated financial data; is provided for comparative purpose
only and does not claim to be indicative of the actual financial position or
results of the Company's carry forward operations.

Revenues for the period ended October 31, 2005 was $155,941., representing an
increase of 12% from $139,172 in the period ended July 31, 2005. The Companies
deferred Revenues for the same period increased to $68,428 from $48,287. Total
Net losses for the three-month period ending October 31, 2005 was $ 244,054,
compared to $277,218 for the previous three months ended July 31, 2005.


Our sales and marketing expenses consist primarily of compensation and related
costs for ramping up efforts around marketing, associated personnel, travel and
entertainment and other related costs. We expect sales and marketing expenses to
increase as a percentage of sales as we continue to increase business and
strategic clients to further our sales and marketing initiatives.

SG&A for the three-month period ended October 31, 2005 was $344,093 consisting
primarily of compensation, Professional fees including both legal and
accounting, costs associated with Securities agreements and compliance
reporting. We expect our general and administrative expenses to decrease as a
percentage of our annual revenues in the future if and as revenues increase.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2005, the Company had assets and liabilities of $235,663. Our
independent auditors, who audited our financial statements for the period ended
July 31, 2005, have expressed substantial doubt about our ability to continue as
a going concern given our recurring losses from operations, negative working
capital and net stockholders' deficit. In addition, the Company must deal with
the litigation and claims described in Part II Item I of this Form 10-QSB under
the heading "Legal Proceedings."


RISK FACTORS


Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before you
purchase any of our common stock. These risks and uncertainties are not the only
ones we face. Unknown additional risks and uncertainties, or ones that we
currently consider immaterial, may also adversely affect our business
operations.

If any of these risks or uncertainties actually occurs, our business, financial
condition or results of operations could be materially adversely affected. In
this event, you could lose all or part of your investment.


Our financial results for the twelve-month fiscal year ending July 31, 2005 show
substantial losses and there is substantial doubt as to our ability to continue
as a going concern.

                                       9

<PAGE>


     The financial statements for the twelve month period ended July 31, 2005
reflect additional substantial losses due to the ramp up of sales and marketing
as well as the cost associated with the acquisition of Waves Consulting Group,
Inc. Specifically, however, the Company has sustained substantial operating
losses in the twelve months ended July 31, 2004 and the seven months ended July
31, 2003 of $3,142,860 and $1,898,316, respectively. The Company, as of October
1, 2005, is in default on certain notes payable, payroll taxes and other
payables. In addition, the Company has used substantial amounts of working
capital in its operations. Further, at July 31, 2005, the Company's current
liabilities exceed current assets by $2,546,773, and the Company has an
accumulated deficit of $3,295,885.

     Scharf Pera & Co., PLLC, our independent auditors, have expressed
substantial doubt about our ability to continue as a going concern given our
recurring losses from operations, negative working capital and net stockholder's
deficit. This opinion could materially limit our ability to raise additional
funds by issuing new debt or equity securities or otherwise. You should consider
our auditor's comments when determining if an investment in the Company is
suitable.

We have a limited operating history and are not yet profitable.
We are a relatively new public company that is not yet profitable. We expect to
continue to have substantial expenses before we earn significant income in
excess of our expenses. The establishment of any new business involves expenses,
difficulties, complications and delays. It is not possible for anyone, including
the Company, to predict with certainty what all of these expenses, complications
and delays will be. The Company cannot guarantee that it will be able to
overcome these obstacles, and cannot guarantee that it will ever be profitable.

We continue to incur substantial losses
We incurred a loss in the quarter ending October 31, 2005 of $244,053 compared
to $161,614 for the period ended October 31, 2004.

In the past we depended upon a limited number of customers.
The Company use to depend upon a limited number of customers in the period ended
July 31, 2005, and prior. The Company has taken great strides to minimize that
risk during the period ending October 31, 2005 and going forward. The Company
anticipates that with the diverse customers within the sales channel referred to
as enterprise sales, it's able to withstand customer churn going forward.

Unless an active trading market develops for our common stock, you may not be
able to sell your shares.
Although we are a reporting company and our common stock is listed on the
Over-the-Counter Bulletin Board, there is no active trading market for our
common stock. An active trading market may never develop or, if developed, it
may not be maintained even after we register the shares you purchase. Failure to
develop or maintain an active trading market will negatively affect the price of
our securities, you may be unable to sell your shares or such sales may lower
the market price, and therefore your investment would be a complete or partial
loss.

We are subject to the penny stock rules, and therefore you may find it more
difficult to sell your securities.
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the NASDAQ Stock Market provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The rules require that a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, deliver to the
buyer a standardized risk disclosure document that provides information about
penny stocks and the risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in connection
with the transaction and monthly account statements showing the market value of
each penny stock held in the customer's account. In addition, the rules
generally require that prior to a transaction in a penny stock; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the liquidity of penny stocks. Our securities are subject to the
penny stock rules, and thus investors in the offering may find it difficult to
sell their securities.

                                       10

<PAGE>


As of October 31, 2005, our founders, officers and directors beneficially owned
approximately 32% of our common stock on a fully diluted basis. In addition, our
employees own additional shares and rights to acquire shares. Their interests
could conflict with yours; significant sales of stock held by any or all of them
could have a negative effect on our stock price; shareholders may be unable to
exercise control. As a result, the founders, officers and directors will have
significant ability to: (1) elect or defeat the election of our directors; (2)
amend or prevent amendment of our articles of incorporation or bylaws; (3)
effect or prevent a merger, sale of assets or other corporate transaction; and
control the outcome of any other matter submitted to the stockholders for vote.

As a result of this ownership and position, our founders, officers and directors
are able to significantly influence all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. In addition, sales of significant amounts of shares held by any or
all of our founders, officers and directors, or the prospect of these sales,
could adversely affect the market price of our common stock. Stock ownership by
our founders and management may discourage a potential acquirer from making a
tender offer or otherwise attempting to obtain control of us, which in turn
could reduce our stock price or prevent our stockholders from realizing a
premium over our stock price.

We have not in the past and do not expect in the future to pay dividends.
Therefore, you may not rely on your ownership of our stock as a source of
income.
We do not anticipate paying cash dividends in the foreseeable future. Therefore,
you may not rely on ownership of our stock as a source of income.

Employees

During the fiscal year ended July 31, 2005 the Company re-aligned its employees
as part of both a cost cutting measure and subsidiary restructuring. The Company
reduced its workforce from 21 employees at the beginning of its Fiscal 2004 down
to 12 for the period ending July 31, 2005. For the period ended October 31, 2005
the Company did not make any full time employee changes, it however did
terminate the relationships it had with two consultants.

As of October 31, 2005, the Company has broken down each employee under the
following subsidiary below:
Seven work directly within Mobile Reach Technologies, Inc., as follows:

     -    One in Management & Administrative
     -    Two in Sales and Marketing
     -    Four in Development and Technology

The balance of the Company's employees (three), work for the parent Company,
Mobile Reach International, Inc. as executives and administrative.

The Company owes its employees approximately $210,260 of accrued salaries and
expenses. Raising capital and generating revenue to pay accrued salary and
future salaries of current and future employees will be necessary to retain and
recruit the personnel the Company requires to achieve its goals The Company
continues to raise capital and generate revenues to pay accrued salary and
future salaries of current and future employees as necessary to retain and
recruit the personnel the Company requires to achieve its goals.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.


ITEM 4. CONTROLS AND PROCEDURES


Our chief executive officer and chief financial officer (our principal executive
officer and principal financial officer, respectively) have concluded, based on
their evaluation as of July 31, 2005 audited financials and October 31, 2005
unaudited financials, that the design and operation of our "disclosure controls
and procedures" (as defined in Rule 13a-15(e) under the Exchange Act), are
effective to ensure that information required to be disclosed by us in the
reports filed or submitted by us under the Exchange Act is accumulated,
recorded, processed, summarized and reported to our management, including our
principal executive officer and our principal financial officer, as appropriate
to allow timely decisions regarding whether or not disclosure is required.

                                       11

<PAGE>


During the quarter ended October 31, 2005 , there were no changes in our
"internal" controls over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act) that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1    LEGAL PROCEEDING


The Company is involved in various legal proceedings and claims incident to the
normal conduct of its business. The Company believes that such legal proceedings
and claims, individually and in the aggregate, could have a material adverse
effect on its financial position or results of operations.

During the year ended July 31, 2004, the Company had accrued $160,000 for
consulting fees representing a tentative settlement reached in arbitration with
a consultant. In April 2005, the claim went to arbitration and the Company was
found to have no liability to the consultant. As a result of the arbitration,
the Company recorded other income of $160,000 for the year ended July 31, 2005.

The Company has been in communication with and attempting to settle a claim from
a former employee for past due wages of approximately $49,900. The Company has
included the amount in notes payable for the years ended July 31, 2005 and 2004.

The Company has recorded an account payable at July 31, 2004 of $75,000 to
terminate a lease for office space entered into in September 2003. Additionally,
the Company recorded $34,000 of rent expense in the forfeiture of rental
security deposits in connection with this lease. The Company entered into an
agreement for termination of the lease in October 2004 and a settlement for the
related debt on June 20, 2005. The terms of the settlement agreement requires
the Company to pay $15,888 in past due expenses and issue 181,250 shares of the
Company's restricted common stock. At July 31, 2005, the $15,888 was included in
accounts payable.

The Company is delinquent with a number of unsecured creditors for which no
payment arrangements exist or for which no agreement to forestall collection
action has been agreed upon. Whenever feasible the Company negotiates with these
creditors to reach settlement agreements that are acceptable to the Company. As
a result of the delinquencies and defaults, the Company may be subject to
collection actions whenever agreements cannot be reached, including, but not
limited to, litigation, foreclosure and/or seizure of assets and bank accounts.

During the fiscal year ended July 31, 2005, the Company had not had their
interim financial statements, contained in forms 10-QSB, reviewed by an
independent certified public accountant as required by the Security and Exchange
Commission.


ITEM 2    CHANGES IN SECURITIES AND USE OF PROCEEDS

(c) Recent Sales of Unregistered Securities


The securities described below represent securities of Mobile Reach
International, Inc. sold by Mobile Reach International, Inc. during the
three-month period ended October 31, 2005, that were not registered under the
Securities Act of 1933, as amended (the "Securities Act"), all of which were
issued by the Company pursuant to the exemption under Securities Act Section
4(2) and Regulation D, Rule 506. Underwriters were not involved in these
transactions.

During the three months ended October 31, 2005, the Company issued 1,925,844
shares under the following securities:

          e)   Securities issued - 1,050,000 shares were granted in connection
               with the Company retaining two Consulting firms, during the
               period.

          f)   Securities issued - 375,000 shares of Company Common Stock were
               issued in connection with the merger of Objective Spectrum, Inc.,
               during the period.

          g)   Securities issued - 95,000 shares of Company Common Stock were
               issued under settlement agreements and grants for past services.

          h)   Warrants issued - 405,844 warrants were issued in connection with
               an August 2005 convertible debenture at an exercise price of
               .0.617 per share expiring April 20, 2010.

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Each of the above Securities were sold or issued during the Quarter and are
reflective in the companies issued and outstanding common shares.

ITEM 3    DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4    SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to the stockholders of the Company during the reporting
period.

ITEM 5    OTHER INFORMATION

Subsequent Events of Operations

During the reported period, the Company's management team continued to operate
its core business and seek additional businesses that align with its strategy.
As a result the management and Board of Directors utilized such information as
revenue projections, capital needs and market analysis of its competitors. The
company had to make a determination of the company potentially accepting any
further liability and closing any one or all of its subsidiaries.

Change In Company's Board and Management Team

Not applicable.

Consultants to Company

In August 2005 the Company entered into an agreement with Harborview Advisors,
consultants to assist the Company is restructuring, financing and overall
business strategy. In connection with the two-year consulting agreement the
Company issued Harborview 775,000 common shares.

In August 2005, the Company entered into a similar agreement with Excel Advisors
LLC., consultants to assist the Company in business strategy, mergers and
acquisitions. In connection with the agreement the Company has issued Excel
Advisors 225,000 common shares, over a 24 month period.


Certain Relationships and Related Transactions

From April 28, 2005 through August 15, 2005, the Company executed definitive
agreements for the purchase by institutional, accredited investors
(collectively, the "Investors") of $750,000 of principal amount of 8%
convertible promissory notes of we ("Note" or the "Notes"), maturing on April 1,
2006, convertible at the Investor's option, into shares of the Company's Common
Stock at a per share conversion price equal to the lesser of (i) 70% of the
average of the closing bid prices of the Common Stock as reported by Bloomberg,
L.P. for the principal trading market for the three trading days immediately
preceding the closing on April 28, 2005 (the "Closing Date Conversion Price"),
or (ii) the average of the three lowest closing bid prices for the ten trading
days preceding the conversion date. In connection with the issuance of the
Notes, the Company issued to the Investors five-year common stock purchase
Warrants to purchase the number of shares of Common Stock which would be issued
on the closing date assuming the conversion of all of the outstanding Notes on
the closing date at the Closing Date Conversion Price. The exercise price of the
Warrants is equal to the Closing Date Conversion Price. Following the effective
date of the Registration Statement, discussed below, the Warrants shall provide
for cashless exercise. The conversion price of the Notes and the exercise price
of the Warrants are subject to adjustment for certain dilution events or in the
event of certain capital adjustments or similar transactions, such as a stock
split or merger. Subject to certain excepted issuances, the Investors have a
right of first refusal with respect to any proposed sale of Company securities
for a period of one year following the effective date of the Registration
Statement, discussed below.

From the entire transaction, the Company received gross proceeds of $750,000 and
net proceeds of approximately $635,000, after payment of offering related fees
and expenses.

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Provided that the Company is not in default under the Notes or other transaction
documents, the Company will have the right, subject to the conversion rights of
the Investors under the Notes, to prepay the principal amount and accrued but
unpaid interest of the Notes at any time for an amount equal to 120% of the
original principal amount of the Notes.

The Company is obligated to pay liquidated damages to the Investor as the
Registration Statement has not declared effective by August 28, 2005, or if the
effectiveness of the Registration Statement is subsequently suspended for more
than certain specified permitted periods. As of the date of this filing, the
Company filed an amended Registration Statement on September 21, 2005 with
updated audit financials for the fiscal year ended July 31, 2005.




ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

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

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

32.1 Certification of Chief Executive Officer pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002.



                                   Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
Undersigned thereunto duly authorized.


Date: December 15, 2005                     /s/  Alan Christopher Johnson
                                            ----------------------------------
                                                 Alan Christopher Johnson,
                                                 Chief Executive Officer

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