---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006

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

For the transition period from _____________ to
______________

Commission File Number: 000-50919

MGN TECHNOLOGIES,
INC.(Exact name of small business issuer as specified in its
charter)

|British Columbia, Canada                                             | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

Suite 1601  700 West Pender Street, Vancouver, British
Columbia V6B 2V2(Address of principal executive office)

Issuers telephone number: 604-602-9596

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

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: 42,828,350
shares of our common stock were outstanding as of November 20, 2006

Transitional Small Business Disclosure Format: Yes [ ] No [X]

---

- 2 -

PART I  FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

---

MGN Technologies, Inc.
  (A Development Stage Company)

September 30, 2006 (Unaudited)

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

---

|MGN Technologies, Inc.       
|-----------------------------
|(A Development Stage Company)
|Consolidated Balance Sheets  
|(Expressed in U.S. dollars)  

|                                                                        |  | September 30, |   |  | December 31, |  
|----------------------------------------------------------------------- |  | ------------- | - |  | ------------ | -
|                                                                        |  | 2006          |   |  | 2005         |  
|                                                                        |  | $             |   |  | $            |  
|                                                                        |  | (Unaudited)   |   |  |              |  
|ASSETS                                                                  |  |               |   |  |              |  
|Current Assets                                                          |  |               |   |  |              |  
|Cash                                                                    |  |              |   |  | 227,860      |  
|Receivables                                                             |  | 9,098         |   |  | 2,676        |  
|Prepaid expenses                                                        |  |              |   |  | 36,456       |  
|Total Current Assets                                                    |  | 9,098         |   |  | 266,992      |  
|Deferred Issue Costs, net                                               |  | 191,600       |   |  |             |  
|Property and Equipment (Note 6)                                         |  | 72,383        |   |  | 78,456       |  
|Mobile Game and Marketing Software (Note 7)                             |  | 124,900       |   |  | 187,450      |  
|Total Assets                                                            |  | 397,981       |   |  | 532,898      |  
|                                                                        |  |               |   |  |              |  
|LIABILITIES AND CAPITAL DEFICIT                                         |  |               |   |  |              |  
|Current Liabilities                                                     |  |               |   |  |              |  
|Bank overdraft                                                          |  | 47,449        |   |  |             |  
|Accounts payable and accruals                                           |  | 988,488       |   |  | 318,418      |  
|Deferred revenue                                                        |  | 31,943        |   |  | 44,444       |  
|Notes payable (Note 9)                                                  |  | 796,024       |   |  | 580,632      |  
|Total Current Liabilities                                               |  | 1,863,904     |   |  | 943,494      |  
|Convertible Debt (Note 10)                                              |  | 2,765,000     |   |  | 812,332      |  
|Total Liabilities                                                       |  | 4,628,904     |   |  | 1,755,826    |  
|Contingencies and Commitments (Notes 2 and
      14)                    |  |               |   |  |              |  
|Capital Deficit                                                         |  |               |   |  |              |  
|Preferred Stock                                                         |  |               |   |  |              |  
|Authorized: Unlimited Class A Preferred shares,
      without par value |  |               |   |  |              |  
|Issued: nil shares                                                      |  |              |   |  |             |  
|Common Stock (Note 11)                                                  |  |               |   |  |              |  
|Authorized: Unlimited common shares,
      without par value            |  |               |   |  |              |  
|Issued: 42,578,350 shares (2005  41,275,850
      shares)              |  | 2,901,603     |   |  | 760,353      |  
|Additional Paid-In Capital                                              |  | 2,784,574     |   |  | 632,700      |  
|Accumulated Other Comprehensive Loss                                    |  | (36,688       | ) |  | (3,815       | )
|Deficit Accumulated During the Development Stage                        |  | (9,880,412    | ) |  | (2,612,166   | )
|Total Capital Deficit                                                   |  | (4,230,923    | ) |  | (1,222,928   | )
|Total Liabilities and Capital Deficit                                   |  | 397,981       |   |  | 532,898      |  

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

F 1

---

|MGN Technologies, Inc.               
|-------------------------------------
|(A Development Stage Company)        
|Consolidated Statements of Operations
|(Expressed in U.S. dollars)          
|(Unaudited)                          

|                                              |  |                     |   |  | For the       |   |  | For the       |   |  | For the       |   |  | For the       |  
|--------------------------------------------- |  | ------------------- | - |  | ------------- | - |  | ------------- | - |  | ------------- | - |  | ------------- | -
|                                              |  | Accumulated from    |   |  | Three         |   |  | Three         |   |  | Nine          |   |  | Nine          |  
|                                              |  | March 3, 2003       |   |  | Month Period  |   |  | Month Period  |   |  | Month Period  |   |  | Month Period  |  
|                                              |  | (Date of Inception) |   |  | Ended         |   |  | Ended         |   |  | Ended         |   |  | Ended         |  
|                                              |  | to September 30,    |   |  | September 30, |   |  | September 30, |   |  | September 30, |   |  | September 30, |  
|                                              |  | 2006                |   |  | 2006          |   |  | 2005          |   |  | 2006          |   |  | 2005          |  
|                                              |  | $                   |   |  | $             |   |  | $             |   |  | $             |   |  | $             |  
|                                              |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|                                              |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|Revenue                                       |  | 18,979              |   |  | 4,256         |   |  |              |   |  | 13,423        |   |  |              |  
|                                              |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|Operating Expenses                            |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|                                              |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|Consulting fees                               |  | 3,177,588           |   |  | 306,778       |   |  | 100,700       |   |  | 2,813,824     |   |  | 166,200       |  
|Depreciation                                  |  | 157,068             |   |  | 26,870        |   |  | 20,850        |   |  | 81,750        |   |  | 41,700        |  
|General and administrative                    |  | 418,498             |   |  | 33,866        |   |  | 49,524        |   |  | 267,854       |   |  | 70,164        |  
|Professional fees                             |  | 380,330             |   |  | (5,863        | ) |  | 31,496        |   |  | 205,757       |   |  | 49,825        |  
|Regulatory & transfer agent
      fees        |  | 9,010               |   |  |              |   |  |              |   |  |              |   |  |              |  
|Rent                                          |  | 118,298             |   |  | 10,609        |   |  | 9,871         |   |  | 88,891        |   |  | 9,871         |  
|Research & development                        |  | 2,554,018           |   |  |              |   |  | 649,964       |   |  | 774,915       |   |  | 1,306,949     |  
|                                              |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|Total Operating Expenses                      |  | 6,814,810           |   |  | 372,260       |   |  | 862,405       |   |  | 4,232,991     |   |  | 1,644,709     |  
|                                              |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|Loss from Operations                          |  | (6,795,831          | ) |  | (368,004      | ) |  | (862,405      | ) |  | (4,219,568    | ) |  | (1,644,709    | )
|                                              |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|Other Expense                                 |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|                                              |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|Loss on exchange of convertible
      debt    |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|(Note 10)                                     |  | (1,971,506          | ) |  | (1,971,506    | ) |  |              |   |  | (1,971,506    | ) |  |              |  
|Amortization of debt issue costs              |  | (318,200            | ) |  | (21,346       | ) |  |              |   |  | (318,200      | ) |  |              |  
|Financing costs                               |  | (207,774            | ) |  | (506          | ) |  |              |   |  | (207,774      | ) |  |              |  
|Interest                                      |  | (587,101            | ) |  | (238,198      | ) |  |              |   |  | (551,198      | ) |  | (6,250        | )
|                                              |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|Net Loss                                      |  | (9,880,412          | ) |  | (2,599,560    | ) |  | (862,405      | ) |  | (7,268,246    | ) |  | (1,650,959    | )
|                                              |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|Other Comprehensive Loss                      |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|Foreign
      currency translation adjustment |  | (36,688             | ) |  | (8,728        | ) |  |              |   |  | (32,873       | ) |  |              |  
|                                              |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|Comprehensive Loss                            |  | (9,917,100          | ) |  | (2,608,288    | ) |  | (862,405      | ) |  | (8,301,119    | ) |  | (1,650,959    | )
|                                              |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|Loss Per Share 
      Basic and Diluted      |  |                     |   |  | (0.06         | ) |  | (0.03         | ) |  | (0.20         | ) |  | (0.10         | )
|                                              |  |                     |   |  |               |   |  |               |   |  |               |   |  |               |  
|Weighted Average Shares
      Outstanding     |  |                     |   |  | 42,464,219    |   |  | 24,750,000    |   |  | 41,972,000    |   |  | 16,168,000    |  

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

F 2

---

|MGN Technologies, Inc.               
|-------------------------------------
|(A Development Stage Company)        
|Consolidated Statements of Cash Flows
|(Expressed in U.S. dollars)          
|(Unaudited)                          

|                                                                      |  |                     |   |  | For the       |   |  | For the       |  
|--------------------------------------------------------------------- |  | ------------------- | - |  | ------------- | - |  | ------------- | -
|                                                                      |  | Accumulated from    |   |  | Nine          |   |  | Nine          |  
|                                                                      |  | March 3, 2003       |   |  | Month Period  |   |  | Month Period  |  
|                                                                      |  | (Date of Inception) |   |  | Ended         |   |  | Ended         |  
|                                                                      |  | to September 30,    |   |  | September 30, |   |  | September 30, |  
|                                                                      |  | 2006                |   |  | 2006          |   |  | 2005          |  
|                                                                      |  | $                   |   |  | $             |   |  | $             |  
|                                                                      |  |                     |   |  |               |   |  |               |  
|Operating Activities                                                  |  |                     |   |  |               |   |  |               |  
|                                                                      |  |                     |   |  |               |   |  |               |  
|Net loss for the period                                               |  | (9,880,412          | ) |  | (7,268,246    | ) |  | (1,650,959    | )
|                                                                      |  |                     |   |  |               |   |  |               |  
|Adjustments to reconcile net loss
      to net cash used in operating |  |                     |   |  |               |   |  |               |  
|activities:                                                           |  |                     |   |  |               |   |  |               |  
|                                                                      |  |                     |   |  |               |   |  |               |  
|Accretion of convertible debt discount                                |  | 129,621             |   |  | 100,803       |   |  |              |  
|Accretion of discount
      on notes payable                          |  | 290,114             |   |  | 290,114       |   |  |              |  
|Accrued interest                                                      |  | 169,025             |   |  | 169,025       |   |  |              |  
|Amortization of
      debt issue costs                                |  | 318,200             |   |  | 318,200       |   |  |              |  
|Depreciation                                                          |  | 157,068             |   |  | 81,750        |   |  | 41,700        |  
|Loss on exchange
      of convertible debt                            |  | 1,971,506           |   |  | 1,971,506     |   |  |              |  
|Stock-based compensation                                              |  | 1,061,292           |   |  | 428,592       |   |  | 632,700       |  
|Stock issued for
      services                                       |  | 1,921,250           |   |  | 1,921,250     |   |  |              |  
|Financing costs                                                       |  | 157,268             |   |  | 157,268       |   |  |              |  
|                                                                      |  |                     |   |  |               |   |  |               |  
|Changes in operating assets and liabilities                           |  |                     |   |  |               |   |  |               |  
|Receivables                                                           |  | (6,516              | ) |  | (6,422        | ) |  | (16,619       | )
|Accounts payable and accrued liabilities                              |  | 743,647             |   |  | 492,004       |   |  | 128,132       |  
|Deferred revenue                                                      |  | 31,943              |   |  | (12,501       | ) |  | 50,000        |  
|Prepaid expenses                                                      |  |                    |   |  | 36,456        |   |  | (32,855       | )
|                                                                      |  |                     |   |  |               |   |  |               |  
|Net Cash Used in Operating
      Activities                           |  | (2,935,994          | ) |  | (1,320,201    | ) |  | (847,901      | )
|                                                                      |  |                     |   |  |               |   |  |               |  
|Investing Activities                                                  |  |                     |   |  |               |   |  |               |  
|Cash acquired from recapitalization                                   |  | 879                 |   |  |              |   |  |              |  
|Mobile game and marketing software                                    |  | (250,000            | ) |  |              |   |  | (250,000      | )
|Purchase of property and equipment                                    |  | (104,351            | ) |  | (13,127       | ) |  | (18,269       | )
|                                                                      |  |                     |   |  |               |   |  |               |  
|Net Cash Used in Investing Activities                                 |  | (353,472            | ) |  | (13,127       | ) |  | (268,269      | )
|                                                                      |  |                     |   |  |               |   |  |               |  
|Financing Activities                                                  |  |                     |   |  |               |   |  |               |  
|Bank overdraft                                                        |  | 47,449              |   |  | 47,449        |   |  |              |  
|Proceeds from issuance
      of convertible debt, net of commission   |  | 2,544,700           |   |  | 945,000       |   |  | 800,000       |  
|Advances on notes payable, net of cash
      issuance costs           |  | 1,145,892           |   |  | 645,892       |   |  | 500,000       |  
|Repayment of notes payable                                            |  | (500,000            | ) |  | (500,000      | ) |  |              |  
|Proceeds
      from issuance of common stock                          |  | 100,450             |   |  |              |   |  | 100,350       |  
|                                                                      |  |                     |   |  |               |   |  |               |  
|Net Cash Provided
      by Financing Activities                       |  | 3,338,491           |   |  | 1,138,341     |   |  | 1,400,350     |  
|                                                                      |  |                     |   |  |               |   |  |               |  
|Net Increase (Decrease) in Cash                                       |  | 49,025              |   |  | (194,987      | ) |  | 284,180       |  
|                                                                      |  |                     |   |  |               |   |  |               |  
|Effect of Foreign Exchange on Cash                                    |  | (49,025             | ) |  | (32,873       | ) |  |              |  
|                                                                      |  |                     |   |  |               |   |  |               |  
|Cash  Beginning
      of Period                                      |  |                    |   |  | 227,860       |   |  |              |  
|                                                                      |  |                     |   |  |               |   |  |               |  
|Cash  End of
      Period                                            |  |                    |   |  |              |   |  | 284,180       |  
|                                                                      |  |                     |   |  |               |   |  |               |  
|Non-cash Investing and Financing Activities                           |  |                     |   |  |               |   |  |               |  
|Stock issued for recapitalization                                     |  | 659,903             |   |  |              |   |  |              |  
|Stock issued for finders fees                                        |  | 220,000             |   |  | 220,000       |   |  |              |  
|Increase in value of detachable warrants                              |  | 157,268             |   |  | 157,268       |   |  |              |  
|                                                                      |  |                     |   |  |               |   |  |               |  
|Supplemental Disclosures:                                             |  |                     |   |  |               |   |  |               |  
|                                                                      |  |                     |   |  |               |   |  |               |  
|Interest paid                                                         |  | 6,250               |   |  |              |   |  | 6,250         |  
|Income
      taxes paid                                               |  |                    |   |  |              |   |  |              |  

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

F 3

---

|MGN Technologies, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|(Expressed in U.S. dollars)                   
|(Unaudited)                                   

|1. | Basis of Presentation
|-- | ---------------------

The unaudited interim consolidated financial
  statements have been prepared by MGN Technologies, Inc. (the Company
  or MGN) in accordance with generally accepted accounting principles
  in the United States for interim financial information and conforms with instructions
  to Form 10-QSB of Regulation S-B and reflects all adjustments (all of which
  are normal and recurring in nature) that, in the opinion of management, are
  necessary for fair presentation of the interim periods presented. The results
  of operations for the interim periods presented are not necessarily indicative
  of the results to be expected for any subsequent quarter or for the entire year
  ending December 31, 2006. Certain information and footnote disclosures normally
  included in financial statements prepared in accordance with generally accepted
  accounting principles in the United States have been condensed or omitted. These
  unaudited interim consolidated financial statements and notes included herein
  should be read in conjunction with the Companys audited consolidated financial
  statements and notes for the year ended December 31, 2005, included in the Companys
  Annual Report on Form 10-KSB. The accounting principles applied in the preparation
  of these interim consolidated financial statements are consistent with those
  applied for the year ended December 31, 2005, except as described in Note 3.

|2. | Nature of Business and Ability to Continue Operations
|-- | -----------------------------------------------------

MGN was incorporated under the laws of
  the Province of British Columbia, Canada on December 23, 1999 as Tryx Ventures
  Corp. On October 25, 2005 the Company closed the transaction contemplated in
  the Share Exchange Agreement (the Agreement) dated July 29, 2005
  with Ignition Technologies Inc. (Ignition), a company incorporated
  under the laws of the state of Nevada on March 3, 2003. Ignition conducts business
  as Mobile Gaming Now, Inc. Under the Agreement, the Company agreed to acquire
  all of the issued and outstanding shares of Ignition in exchange for 24,750,000
  common shares of the Company. As of the closing date, the former shareholders
  of Ignition held approximately 60% of the issued and outstanding common shares
  of the Company. The acquisition of Ignition was recorded as a reverse acquisition
  for accounting purposes. Ignition, the acquired entity, is regarded as the predecessor
  entity as of October 25, 2005 and the Company adopted the year end of Ignition,
  being December 31. In accordance with the provisions governing the accounting
  for reverse acquisitions, the figures presented as at September 30, 2005 are
  those of Ignition.

The Company previously focused its business
  efforts on the acquisition, exploration, development, and exploitation of mineral
  and oil and gas properties. In contemplation of the share exchange transaction
  with Ignition, the Company abandoned its original business plan and terminated
  two agreements for the acquisition of oil and gas properties. As of the closing
  date of the Agreement, the Company commenced the business of developing and
  licensing mobile media entertainment applications for online wireless gaming
  activities, namely poker. On April 1, 2005, Ignition acquired a mobile gaming
  platform and opportunity code technology. The Company plans to continue to generate
  revenues through licensing the use of its software products to customers and
  potential customers.

On December 6, 2005, the Company changed
  its name to MGN Technologies, Inc. and rolled forward the issued and outstanding
  shares of the Company on a 5.5 for one basis. The effect of the stock split
  has been applied on a retroactive basis to all related disclosure and calculations
  in these consolidated financial statements.

These interim consolidated financial
  statements are prepared in accordance with accounting principles generally accepted
  in the United States of America, and include the accounts of the Company and
  its wholly-owned subsidiary, Ignition Technologies Inc. All significant inter-company
  transactions have been eliminated on consolidation. The Company is currently
  in the development stage and presents its financial statements in accordance
  with Statement of Financial Accounting Standard (SFAS) No. 7, Accounting
  and Reporting by Development Stage Enterprises.

These accompanying interim consolidated
  financial statements have been prepared on a going concern basis, which contemplates
  the realization of assets and the satisfaction of liabilities and commitments
  in the normal course of business. To September 30, 2006, the Company has recognized
  cumulatively $18,979 in licensing revenues, has negative working capital and
  has consolidated accumulated deficit of $9,880,412 as at September 30, 2006.
  The continuation of the Company is dependent upon the continuing support of
  creditors and stockholders as well as achieving a profitable level of operations.
  The Company is in the development stage and has a limited operating history.
  The successful implementation of its business strategy depends on numerous factors
  including economic competitive, technological factors and uncertainties, the
  ability to hire and retain qualified personnel, and the ability to obtain financing
  on acceptable terms to continue the development of its plans. Adverse economic
  or competitive conditions, the failure to hire and retain qualified personnel
  or obtain financing on acceptable terms when required could affect the Companys
  future operations. The Company has only recently commenced earning revenue,
  has negative working capital, has incurred losses since its inception, and has
  no assurance of future profitability. The Company will continue to require financing
  from external sources to finance its operating and investing activities until
  sufficient positive cash flows from operations can be generated. On October
  25, 2005, the Company closed a Credit Facility Agreement dated October 21, 2005
  with Androgas Property S.A., an Austrian company, whereby Androgas Property
  has provided the Company with a $2,765,000 credit facility that has been fully
  drawn down as at September 30, 2006.

F-4

---

|MGN Technologies, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|(Expressed in U.S. dollars)                   
|(Unaudited)                                   

|2. | Nature of Business and Ability to Continue Operations
      (continued)
|-- | -----------------------------------------------------------------------

Management anticipates that it requires
  approximately $4.1 million over the next twelve months ended June 30, 2007 to
  continue operations. To the extent that cash needs are not achieved from operating
  cash flow, the Company plans to raise necessary cash through equity issuances
  and/or debt financing. The Company plans to manage its resources and assets
  on hand and pursue opportunities for further long-term financing, as well as
  achieving and maintaining a profitable level of operations. Assets on hand and
  any additional amounts raised will be used for further development of the Companys
  products and for other working capital purposes. There is no assurance that
  further financing or profitable business will be achieved, accordingly, there
  is substantial doubt about the Companys ability to continue as a going
  concern. The Companys financial statements do not include any adjustments
  related to the recoverability and classification of recorded asset amounts or
  the amounts and classification of liabilities that may be necessary should the
  Company be unable to continue in existence.

|3. | Adoption of New Accounting Policy
|-- | ---------------------------------

Stock  Based Compensation

The Company has a stock option plan (Note
  12), whereby stock options are granted in accordance with the policies of regulatory
  authorities.

Prior to January 1, 2006, the Company
  accounted for stock-based awards under the recognition and measurement provisions
  of Accounting Principles Board Opinion (APB) No. 25, Accounting
  for Stock Issued to Employees using the intrinsic value method of
  accounting, under which compensation expense was only recognized if the exercise
  price of the Companys employee stock options was less than the market
  price of the underlying common stock on the date of grant. For the period from
  inception of its subsidiary to December 31, 2005, the Company had not previously
  granted any stock options or warrants.

Effective January 1, 2006, the Company
  adopted the fair value recognition provisions of SFAS No. 123R Share
  Based Payments, using the modified retrospective transition method.
  The Company had not issued any stock options or share based payments prior to
  the period of adoption, and therefore, the results for prior periods have not
  been restated.

All transactions in which goods or services
  are the consideration received for the issuance of equity instruments are accounted
  for based on the fair value of the consideration received or the fair value
  of the equity instrument issued, whichever is more reliably measurable. Equity
  instruments issued to employees and the cost of the services received as consideration
  are measured and recognized based on the fair value of the equity instruments
  issued.

|4. | Recent Accounting Pronouncements
|-- | --------------------------------

In May 2005, the FASB issued SFAS No.
  154, Accounting Changes and Error Corrections  A Replacement
  of APB Opinion No. 20 and SFAS No. 3. SFAS 154 changes the requirements
  for the accounting for and reporting of a change in accounting principle and
  applies to all voluntary changes in accounting principle. It also applies to
  changes required by an accounting pronouncement in the unusual instance that
  the pronouncement does not include specific transition provisions. SFAS 154
  requires retrospective application to prior periods financial statements
  of changes in accounting principle, unless it is impracticable to determine
  either the period-specific effects or the cumulative effect of the change. The
  provisions of SFAS No. 154 are effective for accounting changes and correction
  of errors made in fiscal years beginning after December 15, 2005. The adoption
  of this standard did not have a material effect on the Companys results
  of operations or financial position.

In February 2006, the FASB issued SFAS
  No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment
  of FASB Statements No. 133 and 140", to simplify and make more consistent
  the accounting for certain financial instruments. SFAS No. 155 amends SFAS No.
  133, "Accounting for Derivative Instruments and Hedging Activities",
  to permit fair value re-measurement for any hybrid financial instrument with
  an embedded derivative that otherwise would require bifurcation, provided that
  the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends
  SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets",
  to allow a qualifying special-purpose entity to hold a derivative financial
  instrument that pertains to a beneficial interest other than another derivative
  financial instrument. SFAS No. 155 applies to all financial instruments acquired
  or issued after the beginning of an entity's first fiscal year that begins after
  September 15, 2006, with earlier application allowed. The adoption of this statement
  is not expected to have a material effect on the Company's future reported financial
  position or results of operations.

F-5

---

|MGN Technologies, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|(Expressed in U.S. dollars)                   
|(Unaudited)                                   

|4. | Recent Accounting Pronouncements (continued)
|-- | --------------------------------------------

In March 2006, the FASB issued SFAS No.
  156, "Accounting for Servicing of Financial Assets, an amendment of FASB
  Statement No. 140, Accounting for Transfers and Servicing of Financial Assets
  and Extinguishments of Liabilities". This statement requires all separately
  recognized servicing assets and servicing liabilities be initially measured
  at fair value, if practicable, and permits for subsequent measurement using
  either fair value measurement with changes in fair value reflected in earnings
  or the amortization and impairment requirements of Statement No. 140. The subsequent
  measurement of separately recognized servicing assets and servicing liabilities
  at fair value eliminates the necessity for entities that manage the risks inherent
  in servicing assets and servicing liabilities with derivatives to qualify for
  hedge accounting treatment and eliminates the characterization of declines in
  fair value as impairments or direct write-downs. SFAS No. 156 is effective for
  an entity's first fiscal year beginning after September 15, 2006. The adoption
  of this statement is not expected to have a material effect on the Company's
  future reported financial position or results of operations.

In September 2006, the FASB issued SFAS
  No. 157, Fair Value Measurements. The objective of SFAS 157
  is to increase consistency and comparability in fair value measurements and
  to expand disclosures about fair value measurements. SFAS 157 defines fair value,
  establishes a framework for measuring fair value in generally accepted accounting
  principles, and expands disclosures about fair value measurements. SFAS 157
  applies under other accounting pronouncements that require or permit fair value
  measurements and does not require any new fair value measurements. The provisions
  of SFAS No. 157 are effective for fair value measurements made in fiscal years
  beginning after November 15, 2007. The adoption of this statement is not expected
  to have a material effect on the Company's future reported financial position
  or results of operations.

In June 2006, the FASB issued FASB Interpretation
  No. 48, Accounting for Uncertainty in Income Taxes  an interpretation
  of FASB Statement No. 109 (FIN No. 48), which clarifies
  the accounting for uncertainty in tax positions. FIN No. 48 requires that the
  Company recognize in its financial statements, the impact of a tax position,
  if that position is more likely than not of being sustained on audit, based
  on the technical merits of the position. The provisions of FIN No. 48 are effective
  as of the beginning of its 2007 fiscal year, with the cumulative effect, if
  any, of the change in accounting principle recorded as an adjustment to opening
  retained earnings. The Company is currently evaluating the impact of adopting
  FIN No. 48 on the financial statements.

On September 13, 2006, the Securities
  and Exchange Commission (SEC) issued Staff Accounting Bulletin No.
  (SAB 108) which provides interpretive guidance on how the effects
  of the carryover or reversal of prior year misstatements should be considered
  in quantifying a current year misstatement. SAB 108 is effective for fiscal
  years ending after November 15, 2006. The Company is currently evaluating the
  effect, if any, that this pronouncement will have on its financial results.

|5. | Recapitalization
|-- | ----------------

On August 4, 2005, the Company entered
  into a Share Exchange Agreement (the Agreement), dated July 29,
  2005, among the Company, Ignition, and the former stockholders of Ignition.
  The Agreement contemplated the Company acquiring all of the issued and outstanding
  shares of Ignition.

The closing of the transactions contemplated
  in the Agreement and the acquisition of all the issued and outstanding common
  stock of Ignition occurred on October 25, 2005. In accordance with the closing,
  the Company issued 24,750,000 shares of the Companys common stock to the
  former stockholders of Ignition for all of the 260,425 issued and outstanding
  common shares of Ignition on the basis of 95 common shares of the Company for
  every one common share of Ignition.

The acquisition was accounted for using
  the purchase method of accounting as applicable to reverse acquisition, as the
  former stockholders of Ignition controlled approximately 60% of the issued and
  outstanding shares of the Company. The share exchange is deemed to be a reverse
  acquisition for accounting purposes. Ignition, the acquired entity, is regarded
  as the predecessor entity as of October 25, 2005. MGN Technologies, Inc. (formerly
  Tryx Ventures Corp.) was inactive prior to the transaction. The post-acquisition
  entity is accounted for as a recapitalization of Ignition. The value assigned
  to the common shares was valued based on the fair value of net assets of MGN
  at the recapitalization date which approximated carryover basis of $659,903.

F-6

---

|MGN Technologies, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|(Expressed in U.S. dollars)                   
|(Unaudited)                                   

|5. | Recapitalization (continued)
|-- | ----------------------------

In accordance with provisions governing
  the accounting for reverse acquisition, the figures presented as at September
  30, 2005 are those of Ignition.

At the time of the transaction, MGN Technologies,
  Inc. (formerly Tryx Ventures Corp.) had the following assets and liabilities
  outstanding (translated at the exchange rate on the date of the transaction):

| | Cash                          | $ | 879       |  
| | ----------------------------- | - | --------- | -
| | Receivables                   | $ | 2,561     |  
| | Due from Ignition             | $ | 1,567,917 |  
| | Accounts payable and accruals | $ | (48,440   | )
| | Note payable                  | $ | (79,500   | )
| | Convertible debt              | $ | (783,514  | )

|6. | Property and Equipment
|-- | ----------------------

| |                  |   | September 30, |  |   | December 31, | 
| | ---------------- | - | ------------- |  | - | ------------ | 
| |                  |   | 2006          |  |   | 2005         | 
| |                  |   |               |  |   | Accumulated  | 
| |                  |   | Cost          |  |   | Depreciation | 
| | Computer         |   |               |  |   |              | 
| | equipment        | $ | 91,456        |  | $ | 28,392       | 
| | Furniture and    |   |               |  |   |              | 
| | fixtures         |   | 8,349         |  |   | 2,759        | 
| | Office equipment |   | 4,546         |  |   | 817          | 
| |                  | $ | 104,351       |  | $ | 31,968       | 

|7. | Mobile Game and Marketing Software
|-- | ----------------------------------

| |                                    |   | September 30, |   |   | December 31, |  
| | ---------------------------------- | - | ------------- | - | - | ------------ | -
| |                                    |   | 2006          |   |   | 2005         |  
| |                                    |   |               |   |   |              |  
| | Mobile Game and Marketing Software | $ | 250,000       |   | $ | 250,000      |  
| | Less: Accumulated depreciation     |   | (125,100      | ) |   | (62,550      | )
| |                                    | $ | 124,900       |   | $ | 187,450      |  

|8. | Related Party Transactions
|-- | --------------------------

Related party transactions not disclosed
  elsewhere in these interim consolidated financial statements are as follows:

| | a) | On June 1, 2005, the Company entered into an agreement
        with a creditor of the Company for a consulting agreement for $8,000 per
        month, which was subsequently amended to $5,000 per month, to be its Vice
        President of Investor Relations. During the nine month period ended September
        30, 2006, the Company paid $51,000 (2005 - $23,000) in consulting fees
        to this individual.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                           
| | b) | On April 1, 2005, the Company entered into an agreement
        with DVRC, LLC a company controlled by Mark Jensen, the Companys
        President and Chief Executive Officer for services for $10,000 per month.
        During the nine month period ended September 30, 2006, the Company paid
        $90,000 (2005 - $58,000) in consulting fees to DVRC.                                                          

These related party transactions are
  recorded at the exchange amount, being the amount established and agreed to
  by the related parties.

F-7

---

|MGN Technologies, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|(Expressed in U.S. dollars)                   
|(Unaudited)                                   

|9. | Notes Payable
|-- | -------------

Notes payable to a stockholder of the
  Company amounting to $80,883 (December 31, 2005 - $80,632) are non interest
  bearing, unsecured and repayable on demand.

Notes payable to a director of the Company
  amounting to $25,141 (December 31, 2005 - $Nil) are non interest bearing, unsecured
  and repayable on demand.

In May 2005, the Company issued a note
  payable in the amount of $125,000 to an arms length party. The note was
  unsecured and the principal amount of the note was due on or before September
  30, 2005, together with interest and borrowing charges amounting to $6,250.
  The note was guaranteed by a director of the Company. On June 23, 2005, the
  Company paid the borrowing charge of $6,250, and the loan was repaid in January
  2006.

In June 2005, the Company issued a note
  payable in the amount of $175,000 to an arms length party. The note was
  unsecured, non-interest bearing, and the principal amount of the note was due
  on or before September 30, 2005. The note was guaranteed by a director of the
  Company and was repaid in January 2006.

In July 2005, the Company issued a note
  payable in the amount of $200,000 to a stockholder. The note was non-interest
  bearing, unsecured and the principal amount of the note was due when the credit
  facility was in place (Note 10). The note was repaid in January 2006.

In March 2006, the Company issued a note
  payable in the amount of $400,000 to an arms length party, and share purchase
  warrants to acquire 200,000 shares of common stock exercisable at $1.00 per
  share until March 26, 2011. The note is secured by 500,000 free trading shares
  of the Companys common stock held by the Vice-President of Investor Relations
  of the Company. The principal amount of the loan is due in full on the earlier
  of June 26, 2006, or the date upon which the Company closes a round of equity
  financing with commitments in the aggregate of not less than $1,000,000. Interest
  is payable at the rate of 10% per annum during the term of the debt, provided,
  however, that the full amount of the interest shall be due and payable irrespective
  of whether the loan is paid on or before the maturity date. The Company allocated
  the proceeds of issuance between the note payable and the detachable warrants
  based on their relative fair values. Accordingly, the Company recognized the
  fair value of the detachable warrants of $198,107 as additional paid-in capital.
  On June 30, 2006, the Company entered into an amendment to the above loan agreement
  by extending the repayment terms from June 26, 2006 to July 31, 2006. To extend
  the repayment terms, the Company must pay on or before July 7, 2006, $90,000
  comprised of (i) an extension fee of $44,406, (ii) interest of $40,000, and
  (iii) administration fees of $5,594. These amounts have been included in accrued
  liabilities. In addition, the warrants are increased from 200,000 to 400,000
  warrants, the exercise price of these 400,000 warrants was reduced from $1.00
  per share to $0.50 per share, and the exercise period is extended to June 30,
  2011. As a result of these amendments to the detachable warrants, financing
  costs of $157,268 (based on the increased in value of the amended warrants compared
  to the original warrants immediately before the amendments) were included in
  the total financing costs of $207,774 charged to the Statement of Operations.
  To September 30, 2006, interest expense of $198,107 has been accreted increasing
  the carrying value of the note payable to $400,000. On July 31, 2006, the Company
  defaulted on the note and the shares are being held by the lender as the Company
  continues to operate under the extended terms of the amendment until repayment
  of the principal. Default interest is payable at the rate of 10% per month on
  the entire unpaid principal, along with any accrued and unpaid interest. In
  the event that any amounts remain unpaid more than sixty days from July 31,
  2006, the default interest rate will increase 5% each thirty day period thereafter
  until the debt is paid in full. As at September 30, 2006, default interest of
  $98,000 has been accrued.

The Company paid debt issue costs of
  $49,500 and issued 100,000 common shares with a fair value of $220,000 as a
  finders fee. The costs have been capitalized as debt issue costs and were
  being amortized over the term of the debt.

F-8

---

|MGN Technologies, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|(Expressed in U.S. dollars)                   
|(Unaudited)                                   

|9. | Notes Payable
|-- | -------------

In April 2006, the Company issued a note
  payable in the amount of $200,000 to an arms length party, and share purchase
  warrants to acquire 100,000 shares of common stock exercisable at $1.00 per
  share until April 27, 2009. The principal amount of the loan is due in full
  on the earlier of August 25, 2006, or the date upon which the Company closes
  a round of equity financing with commitments in the aggregate of not less than
  $1,500,000. Interest is payable at the rate of 10% per annum during the term
  of the debt. The Company allocated the proceeds of issuance between the note
  payable and the detachable warrants based on their relative fair values. Accordingly,
  the Company recognized the fair value of the detachable warrants of $92,007
  as additional paid-in capital. The Company will record further interest expense
  over the term of the note payable of $92,007 resulting from the difference between
  the stated value and carrying value at the date of issuance. The carrying value
  of the note payable will be accreted to the face value of $200,000 to maturity.
  To September 30, 2006, accrued interest of $8,548 has been included in accrued
  liabilities, and interest expense of $13,108 has been accreted increasing the
  carrying value of the note payable to $121,101. On August 25, 2006, the Company
  defaulted on the note. Default interest is payable at the rate of 10% per month
  on the entire unpaid principal, along with any accrued and unpaid interest.
  In the event that any amounts remain unpaid more than sixty days from August
  25, 2006, the default interest rate will increase 15% each month thereafter
  until the debt is paid in full. As at September 30, 2006, default interest of
  $24,450 has been accrued.

The Company paid debt issue costs of
  $20,000 as a finders fee. The costs have been capitalized as debt issue
  costs and are being amortized over the term of the debt.

Notes payable to Androgas Property S.A.,
  an Austrian company (Note 10), amounted to $90,000 (December 31, 2005 - $Nil)
  is non interest bearing, and unsecured with no terms of repayment.

|10. | Convertible Debt
|--- | ----------------

On October 25, 2005, the Company closed
  a Credit Facility Agreement dated October 21, 2005 with Androgas Property S.A.,
  an Austrian company, whereby Androgas Property has provided the Company a $2,765,000
  credit facility that may be drawn down by the Company over a period of time
  not exceeding one year. The credit facility matures on October 21, 2010. The
  amounts advanced under the credit facility are convertible into units at a price
  of $0.70 per unit whereby each unit consists of one common share and one share
  purchase warrant. The warrants may be exercised for a period of three years
  from the date of issuance and are exercisable at $1.00 per share. On August
  31, 2006, the Company entered into an amendment to the above credit facility
  agreement by decreasing the conversion price from $0.70 per unit to $0.25 per
  unit, and the exercise price of each warrant from $1.00 per share to $0.50 per
  share.

In lieu of interest on the convertible
  note, the Company will pay a royalty fee based upon a percentage of the Companys
  gross revenue that may exceed the five year term of the convertible debenture
  as follows:

| | (i)   | 5% of the first $10 million;   
| | ----- | -------------------------------
| |       |                                
| | (ii)  | 4% of the next $20 million;    
| |       |                                
| | (iii) | 3% of the next $35 million; and
| |       |                                
| | (iv)  | 2% of the next $55 million.    

The Royalty may be purchased at the option
  of the Company at any time by paying 60% of the future Royalty payments that
  could still be earned as at the date of the payment. For the nine months ended
  September 30, 2006, an insignificant royalty amount was accrued in relation
  to this convertible note payable.

F-9

---

|MGN Technologies, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|(Expressed in U.S. dollars)                   
|(Unaudited)                                   

|10. | Convertible Debt (continued)
|--- | ----------------------------

Upon closing of the acquisition of Ignition,
  MGN drew down $1.6 million of this facility convertible at the same terms as
  described above. During the nine month period ended September 30, 2006, the
  Company drew down the balance of the credit facility of $1,165,300. The Company
  paid an 8% commission of $220,300 which was capitalized as debt issue costs
  and will be amortized over the term of the debt. In accordance with Emerging
  Issue Task Force (EITF) Abstract 00-27, the beneficial conversion
  feature is calculated on the convertible debt based on the excess of the fair
  value of common stock on the commitment date over the portion of the proceeds
  allocated to the common stock issuable upon conversion of the convertible debt.
  As such, a total beneficial conversion feature of $1,981,486 was recorded as
  a discount to the convertible debt and initially credited to additional paid-in
  capital. The discount is being amortized to interest expense over the term of
  the debt using the effective interest rate method. For the nine months ended
  September 30, 2006, $91,762 (2005 - $Nil) of interest expense has been recorded
  in the Consolidated Statement of Operations.

| |                                         |   | Face      |  |   |           |   |   | Carrying | 
| | --------------------------------------- | - | --------- |  | - | --------- | - | - | -------- | 
| |                                         |   | Amount    |  |   | Discount  |   |   | Value    | 
| | Issuance during the year ended          | $ | 1,599,700 |  | $ | 816,186   |   | $ | 783,514  | 
| | December 31, 2005                       |   |           |  |   |           |   |   |          | 
| | Amortization of discount                |   | -         |  |   | (28,818   | ) |   | 28,818   | 
| | Balance, December 31, 2005              |   | 1,599,700 |  |   | 787,368   |   |   | 812,332  | 
| |                                         |   |           |  |   |           |   |   |          | 
| | Issuance during the period ended August |   | 1,165,300 |  |   | 1,165,300 |   |   | -        | 
| | 31, 2006                                |   |           |  |   |           |   |   |          | 
| | Amortization of discount                |   | -         |  |   | (91,762   | ) |   | 91,762   | 
| | Balance, August 31, 2006                | $ | 2,765,000 |  | $ | 1,860,906 |   | $ | 904,094  | 

On August 31, 2006, the Company modified
  the convertible debt by decreasing the conversion price from $0.70 per unit
  to $0.25 per unit, and the exercise price of each warrant from $1.00 per share
  to $0.50 per share. In accordance with EITF 96-19 "Debtor's Accounting
  for a Modification or Exxchange of Debt Instrument" and EITF 05-7 "Accounting
  for Modification of Conversion Options Embedded in Debt Instruments and Related
  Issues", for accounting purposes, the modification was accounted for as
  an extinguishment of the original debt with the issuance of a new convertible
  debt. The new convertible debt was recorded on the date of modification at its
  fair value which is estimated to approximate the fair value of the underlying
  common shares. The difference between the fair value of the modified convertible
  debt and the carrying value of the original debt was recorded as a loss on exchange
  of convertible debt of $1,971,506 in the Consolidated Statement of Operations.

|11. | Common Stock
|--- | ------------

On December 6, 2005 the Company completed
  a roll forward on a 5.5 for 1 basis. The effect of the stock split has been
  applied on a retroactive basis to all related disclosures and calculations in
  these consolidated financial statements.

On March 9, 2006, the Company issued
  100,000 common shares to Lyons Capital, LLC at a fair value of $229,000, calculated
  based on the quoted market price of the Companys stock on the agreement
  date, pursuant to an investor relations agreement entered into on January 5,
  2006 (Note 14(e)).

On March 9, 2006, the Company issued
  250,000 common shares to Ownby Mobile Consulting, LLC at a fair value of $550,000,
  calculated based on the quoted market price of the Companys stock on the
  date of issuance, pursuant to a marketing agreement entered into on December
  22, 2005 (Note 14(b)).

On March 9, 2006, the Company issued
  50,000 common shares to Southgate SEO, LLC at a fair value of $110,000, calculated
  based on the quoted market price of the Companys stock on the date of
  issuance, pursuant to a Search Engine Consulting Agreement entered into on December
  22, 2005 (Note 14(c)).

On March 27, 2006, the Company issued
  100,000 common shares to Alliance Capital LLP at a fair value of $220,000, calculated
  based on the quoted market price of the Companys stock on the agreement
  date, pursuant to a finders fee agreement (Note 9).

In April 2006, the Company issued 100,000
  common shares to Southgate SEO, LLC at a fair value of $167,500, calculated
  based on the quoted market price of the Companys stock on the date of
  issuance, pursuant to a Search Engine Consulting Agreement entered into on December
  22, 2005 (Note 14(c)). The Company also issued 2,500 common shares with a stated
  fair value of $5,000 to Econ Investor Relations, pursuant to a consulting agreement
  entered into on January 8, 2006 (Note 14(c)).

F-10

---

|MGN Technologies, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|(Expressed in U.S. dollars)                   
|(Unaudited)                                   

|11. | Common Stock (continued)
|--- | ------------------------

On May 9, 2006, the Company issued 50,000
  common shares to Southgate SEO, LLC at a fair value of $80,000, calculated based
  on the quoted market price of the Companys stock on the date of issuance,
  pursuant to a Search Engine Consulting Agreement entered into on December 22,
  2005 (Note 14(c)). The Company also issued 250,000 common shares to Ownby Mobile
  Consulting, LLC., at a fair value of $400,000, calculated based on the quoted
  market price of the Companys stock on the date of issuance, pursuant to
  a marketing agreement entered into on December 22, 2005 (Note 14(b)).

On June 6, 2006, the Company issued 50,000
  common shares to Southgate SEO, LLC at a fair value of $75,000, calculated based
  on the quoted market price of the Companys stock on the date of issuance,
  pursuant to a Search Engine Consulting Agreement entered into on December 22,
  2005 (Note 14(c)). The Company also issued 100,000 common shares to Lyons Capital,
  LLC at a fair value of $229,000, calculated based on the quoted market price
  of the Companys stock on the agreement date, pursuant to an investor relations
  agreement entered into on January 5, 2006 (Note 14(e)).

On August 11, 2006, the Company issued
  250,000 common shares to Ownby Mobile Consulting, LLC at a fair value of $75,750,
  calculated based on the quoted market price of the Companys stock on the
  date of issuance, pursuant to a marketing agreement entered into on December
  22, 2005 (Note 14(b)). Subsequent to September 30, 2006, the Company issed 250,000
  common shares to Ownby Mobile Consulting, LLC, pursuant to the marketing agreement.

|12. | Stock Options
|--- | -------------

On January 11, 2006, the Company adopted
  its 2006 Stock Option Plan (the Plan). The Plan provides for the
  granting of up to 4,000,000 stock options to eligible employees, directors,
  advisory board members, and consultants of the Company.

On January 11, 2006, the Company granted
  600,000 stock options to employees and directors with an exercise price of $2.00
  per share, expiring on January 11, 2011. These options vest one-quarter per
  every six-month period commencing on July 11, 2006. The fair value for options
  granted was estimated at the date of grant using the Black-Scholes option-pricing
  model assuming an expected life of 5 years, a dividend rate of Nil%, a risk-free
  rate of 4.39% and an expected volatility of 115%. The weighted average grant
  date fair value of stock options granted during the nine month period ended
  September 30, 2006 was $1.91 per share. During the nine month period ended September
  30, 2006, 125,000 stock options were cancelled by the Company.

On January 11, 2006, the Company granted
  500,000 stock options to consultants with an exercise price of $2.00 per share,
  expiring on January 11, 2011. These options vest one-quarter per every six-month
  period commencing on July 11, 2006. The fair value for options granted was estimated
  at the balance sheet date using the Black-Scholes option-pricing model assuming
  an expected life of 5 years, a dividend rate of Nil%, a risk-free rate of 4.80%
  and an expected volatility of 115%. The weighted average grant date fair value
  of stock options granted during the nine month period ended September 30, 2006
  was $1.35 per share. Unvested options to consultants were remeasured on each
  balance sheet date until vest. During the nine months period ended September
  30, 2006, the Company recognized stock-based compensation of $581,083 which
  is included with consulting expenses.

As at September 30, 2006, $763,667 of
  compensation costs related to the unvested options remained to be amortized
  over the remaining vesting periods.

A summary of the Companys stock
  option activity is as follows:

| |                              |  | Nine months ended  |  
| | ---------------------------- |  | ------------------ | -
| |                              |  | September 30, 2006 |  
| |                              |  |                    |  
| |                              |  | Number of          |  
| |                              |  | Options            |  
| | Balance, beginning of period |  | -                  |  
| | Granted                      |  | 1,100,000          |  
| | Cancelled / Forfeited        |  | (125,000           | )
| | Exercised                    |  | -                  |  
| | Balance, end of period       |  | 975,000            |  

F-11

---

|MGN Technologies, Inc.                        
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|(Expressed in U.S. dollars)                   
|(Unaudited)                                   

|12. | Stock Options (continued)
|--- | -------------------------

As at September 30, 2006, the following
  options are outstanding:

| |             |  | Outstanding and Exercisable | 
| | ----------- |  | --------------------------- | 
| |             |  |                             | 
| |             |  |                             | 
| |             |  | Number                      | 
| |             |  | of                          | 
| |             |  | Shares                      | 
| |             |  |                             | 
| | Outstanding |  | 975,000                     | 
| |             |  |                             | 
| | Exercisable |  | 125,000                     | 

|13. | Major Customer
|--- | --------------

As at September 30, 2006, the Company
  has only entered into one licensing agreement with Fortuna Gaming Corporation
  for a period of three years. All of the revenue recognized for the periods presented
  was earned from this customer. The Company received $50,000 as initial set-up
  fee from this customer which is deferred and is being amortized over the term
  of the license. During the nine month period ended September 30, 2006, the Company
  recognized $13,423 (2005 - $Nil) in revenue.

|14. | Commitments
|--- | -----------

| | a) | Agreement with Illuminated Technologies Inc. (Illuminated)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In June 2005, the Company and Illuminated Technologies
        Inc. entered into a consulting agreement, pursuant to which, Illuminated
        has agreed to provide technology services and continued development of
        the mobile gaming technology. The Company plans to expend at least one
        million dollars to continue development of the mobile gaming technology.
        Illuminated has agreed to provide (i) certain network hardware and software
        systems (ii) the technical expertise and support of its employees, and
        (iii) other resources to continue development of certain software.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | b) | Ownby Mobile Consulting, LLC Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Effective December 22, 2005, the Company signed an agreement
        with Ownby Mobile Consulting LLC. The term of the engagement is one year
        with an option to renew. Both parties have the option to cancel the agreement.
        The Company agreed to issue 1,000,000 common shares as consideration for
        services. Shares are to be issued in a block of 250,000 shares every 3
        months provided the work is deemed satisfactory at the discretion of the
        Company. Refer to Note 11.                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | c) | Southgate SEO, LLC Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Effective December 22, 2005, the Company signed an agreement
        with Southgate SEO, LLC. The term of the engagement is one year with an
        option to renew. Both parties have the option to cancel the agreement
        based on 30 days written notice. The Company agreed to pay a fee of $30,000
        per month and the Company is required to issue 250,000 common shares.
        As at September 30, 2006, the Company has issued a total of 250,000 common
        shares in instalments as work has been performed by Southgate. Refer to
        Note 11.                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | d) | Agency of Record Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Effective February 25, 2006, the Company signed an Agency
        of Record Agreement with Metricsmedia Inc. The terms of the agreement
        are Metricsmedia Inc., is to receive an amount equal to 15% of the gross
        charges levied by media for advertising placed therewith by Metricsmedia
        Inc. pursuant to this Agreement provided that for those items where Metricsmedia
        is not compensated on a commission basis, the Company is required to pay
        Meticsmedia on an hourly basis for services provided at a rate not to
        exceed $100 per hour.                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | e) | Lyons Capital, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | On January 5, 2006, the Company entered into an investor
        relations agreement with Lyons Capital, LLC. The Agreement contemplates
        Lyons introducing the Company to investment banking firms and institutional
        investors The Company issued a total of 200,000 common shares in instalments
        as work has been performed by Lyons.                                                                                                                                                                                                                                                                      

F-12

---

- 3 -

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN
      OF OPERATION
|------- | ---------------------------------------------------------------

In this quarterly report: (i) references to we, us, our,
MGN or our company refer to MGN Technologies, Inc., and our wholly-owned
subsidiary, Ignition Technologies, Inc., unless the context suggests
otherwise; (ii) Ignition Technologies refers to our wholly-owned subsidiary,
Ignition Technologies, Inc., (iii) all dollar amounts are expressed in United
States dollars; and (iv) all references to common shares are to the shares of
common stock of our company.

You should read the following discussion and analysis of our
financial condition, results of operations and plan of operations together with
the interim consolidated financial statements and the notes to the interim
consolidated financial statements included in this quarterly report, as well as
our most recent annual report on Form 10-KSB for the year ended December 31,
2005.

Forward-Looking Statements

This quarterly report contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. These statements relate to future events or our future financial
performance. You can often identify forward-looking statements by terminology
such as may, will, should, intends, expects, plans, anticipates,
believes, estimates, predicts, potential, goal, or continue or the
negative of these terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks and uncertainties,
including the risks and uncertainties set forth in reports and other documents
we have filed with or furnished to the SEC, including, without limitation, our
annual report on Form 10-KSB for the year ended December 31, 2005, any of which
may cause our actual results, levels of activity or performance to be materially
different from any future results, levels of activity or performance expressed
or implied by these forward-looking statements.

Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or performance. Except as required by applicable law, we do
not undertake to update any of the forward-looking statements to conform these
statements to actual results.

Overview

Our Corporate Organization

On October 25, 2005, we acquired Ignition Technologies, as a
result of which our business changed to being a developer and marketer of online
and mobile software games for consumers. On December 6, 2005, we subdivided all
of our issued and outstanding common shares without par value on the basis of
every one common share being subdivided into 5.5 common shares and we changed
our name to MGN Technologies, Inc. to reflect the change in our business.

The acquisition of Ignition Technologies is deemed to be a
reverse acquisition for accounting purposes. Ignition Technologies is regarded
as our predecessor entity as of October 25, 2005 and we adopted the December 31
year end of Ignition Technologies. In accordance with the provisions governing
the accounting for reverse acquisitions, the amounts presented in the financial
statements contained in this quarterly report for the nine months ended
September 30, 2005 are those of Ignition Technologies.

---

- 4 -

On April 1, 2005, Ignition Technologies completed the
acquisition of a mobile gaming platform, mobile poker and mobile gaming
marketing system for the purchase price of $250,000 from Illuminated
Technologies, Inc., a company incorporated under the laws of British Columbia,
Canada. As a result, we had only six months of material operating results for
the nine months ended September 30, 2005. The discussion of our results of
operations for the nine month period ended September 30, 2006 includes
comparative amounts for the year ended December 31, 2005, in addition to the
nine months ended September 30, 2005.

In contemplation of the acquisition of Ignition Technologies,
we terminated certain Purchase, Sale and Assumption Agreements that we had
entered into in connection with the proposed acquisition of interests in certain
oil and gas leases and other assets pursuant to unwind agreements dated October
21, 2005. The unwinding transaction, which was completed contemporaneously with
the acquisition of Ignition Technologies, was recorded at the carrying value of
the disposed assets net of related liabilities, which approximated the fair
value, due to a lack of trading activity of our common shares at the time and
the carrying value of the disposed assets net of related liabilities was the
more readily determinable amount.

Our Business

Through our subsidiary, Ignition Technologies, we are a
developer and marketer of online and mobile software games for consumers. We
have developed a gaming platform that creates simultaneous play between a web
browser on a personal computer and a mobile phone device. Our gaming platform is
based on our mobile software platform that enables us to offer computer software
games and services to mobile phone devices. We have developed casino style games
for operation on our mobile gaming platform, including Texas Holdem poker and
Black Jack. We offer three modes of play based on risk and reward 
Play-for-Free, Play-for-Prizes and Play-for-Money. We offer and market our games
through our own operating websites.

Our Mobile Platform

Our mobile platform is a flexible software system designed to
create consumer service offerings and make them available through a browser on
the Internet through a personal computer or a mobile device. We originally chose
gaming, and in particular poker, as the first content to launch using our mobile
platform. Based on the results of our initial efforts involving the marketing of
our gaming products, we believe we will require more funding than originally
anticipated to generate the results in this market that we expected. As a
result, we plan to expand the use of our mobile platform and move beyond gaming
in order to offer other services to businesses who have a need for our mobile
platform.

Our Mobile Gaming Platform

We plan to license our gaming platform to strategic partners in
the gaming industry, including land-based casinos, poker operators and
corporations. We have developed and operate our own sophisticated, Internet
marketing programs that have been designed to drive customer acquisition. Our
website at www.mgnpoker.net is designed to be our in-house distribution platform
for our games. The website was launched in January of 2006.

We intend to derive revenue through our licensing program with
strategic partners in the gaming industry. However, we also plan to expand our
target markets to include consumer-based companies beyond gaming. Our goal is to
create multiple revenue streams through multiple channels of distribution for
our products and services. We and our licensees will expand service offerings to
include membership fees and lead generation programs. Our licensees can purchase
marketing services from us to aid in efforts to enlist monthly
subscriptions.

---

- 5 -

We identify and evaluate our target markets based on an
analysis of end-user needs, competitive analysis, compatibility of the target
markets with our market entry strategies, and the existence of government or
other organizations that control or otherwise play key strategic roles in our
target markets.

We launched our gaming sites in the first quarter of 2006 and
are in a soft-marketing phase for testing and product development to create a
competitive product. We launched a national licensee program for land-based
casinos in April of 2006.

We launched our sweepstakes site in March 2006 and are
operating sweepstakes marketing programs through our website at
www.mobilegamingnow.com. The sweepstakes market ties in with our overall base of
consumer products. We intend to focus more on sweepstakes marketing in the
future and expanding our business-to-business (B2B) marketing services. We plan
to focus on growing and monetizing website traffic generated by our games. We
plan to sell targeted and measurable online advertising campaigns and programs
for advertisers, generating qualified customer leads, online sales and increased
brand recognition. Our focus is monetizing the site traffic by converting
under-utilized Internet and mobile traffic to revenue using a variety of
advertising methods.

Licensing Arrangements

On August 10, 2005, Ignition Technologies signed a license
agreement with Fortuna Gaming for the licensing of our mobile gaming platform.
However, Fortuna has failed to pay the monthly license fee as required under the
license agreement and, as a result, we have cancelled this licensing agreement.

In May 2006, we entered into a letter of intent to license our
mobile gaming platform to InfoByPhone, Inc. (IBP) which conducts business
under the name AskMeNow, a wholly owned subsidiary of Ocean West Holding Corp.
(OWHC). The letter of intent also contemplates an agreement between us and
AskMeNow to jointly pursue mobile Internet gaming applications for possible
distribution by AskMeNow. We are working towards completing the due diligence
phase under this letter of intent. No definitive agreement has been concluded as
of the date of this quarterly report.

In May 2006, we entered into a second letter of intent with IBP
to acquire all rights and obligations of IBP relating to the acquisition of
Karrell Pty Limited (Karrell). Karrell is the holding company for a fully
licensed Australian wagering services company, Capital Play Pty Limited, which
provides access to North American pari-mutuel horse racing pools for its
customers. In March 2006, AskMeNow had entered into a definitive agreement to
purchase Karrell. AskMeNow and Karrell had agreed, in principle,to allow
AskMeNow to assign its rights to purchase Karrell to our company. We have
decided not to pursue the acquisition of Karrell and the letter of intent has
been terminated.

On October, 17, 2006 we signed a license agreement with
Robinson Wireless for the licensing of our mobile gaming platform that includes
our Bronze, Silver and Gold Texas Holdem products. Pursuant to the terms of our
license agreement with Robinson Wireless, Robinson Wireless licenses the use of
our mobile gaming platform in consideration for the payment of a $50,000
one-time initial fee and a monthly revenue split of 50% of revenues generated by
monthly sweepstakes memberships. The license is automatically renewed for
additional one year terms unless terminated in accordance with the terms of the
license agreement. The commencement date of this license agreement is to be on
or before December 31, 2006, once the initial fee has been received. We have not
received the initial $50,000 payment required to trigger commencement of this
license agreement as of the date of this quarterly report.

---

- 6 -

On October 24, 2006, we entered into a letter of intent with
Z7Media.com, Inc. that contemplates our agreement to purchase a search engine
media platform from Z7Media for $500,000 to be paid 100% in restricted common
stock. Under this agreement, we would also pay to Z7Media a portion of the
revenue generated through the search engine media platform derived from bringing
traffic and selling advertisers and publishers. Revenues would be split 70% to
us and 30% to Z7Media. No definitive agreement has been concluded as of the date
of this quarterly report.

Our objective is to obtain more licensees and generate multiple
revenue streams to increase our cash flow through December 31, 2006. Our plans
however are subject to numerous contingencies and risk factors beyond our
control, including, among other things, market acceptance of our products,
competition from well funded competitors, and our ability to manage our expected
growth. We can offer no assurance that we will generate cash flow sufficient to
meet our cash requirements in the long-term. We will require additional
financing during fiscal 2006 and fiscal 2007 to pursue our business plan. We
plan to keep our operating costs to reasonable levels that reflect the cash that
is available to us.

The Safe Port Act was passed by the United States Congress on
September 30, 2006. The measure contains a provision known as the Unlawful
Internet Gambling Enforcement Act of 2006, which would prohibit credit card
companies and other payment providers from processing online gambling
transactions. We do not participate in Internet gambling and instead offer a
sweepstakes game. We are not affected by the implementation of the Safe Port
Act.

Our Financial Condition

To date, we have only started generating revenues from our
licensing program and have not generated any revenues from our websites. We have
incurred recurring losses and had a working capital deficiency of $1,854,806 as
at September 30, 2006 (December 31, 2005 - $676,502). As at the date of this
quarterly report, we had drawn down the entire amount of a $2,765,000 credit
facility available to us, of which 8% ($220,300) was paid as a commission.

We have issued promissory notes and share purchase warrants to
raise capital to pursue our business plan. We are currently in default under two
of the notes we issued and are currently in discussions with the lenders
regarding its repayment. For more information, see Liquidity and Capital
Resources below.

We will require additional capital to pursue our business plan.
We intend to pursue various financing alternatives to meet our immediate and
long-term cash requirements, including through future equity offerings or debt
financing, if available. There are no assurances that we will be able to obtain
further funds required for our continued operations or that additional financing
will be available to us when needed, or if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain additional financing
on a timely basis, we will be unable to conduct our operations as planned, as a
result of which we may be required to scale back or cease operations.

---

- 7 -

Plan of Operations

We estimate our operating expenses for the next twelve months
to be as follows:

|Operating Expenses                      |   |           | 
|--------------------------------------- | - | --------- | 
|Sales and Marketing                     | $ | 500,000   | 
|General
      and Administrative        |   | 126,500   | 
|Research and Development                |   | 500,000   | 
|Consulting Fees                         |   | 850,000   | 
|Professional Fees                       |   | 200,000   | 
|Rent                                    |   | 43,950    | 
|Capital Expenditures                    |   | 100,000   | 
|Officer
      and Employee Compensation |   | 590,500   | 
|Financing                               |   | 590,500   | 
|Total                                   | $ | 3,501,450 | 

These estimates do not include any potential capital
requirements in the event that we identify any products or businesses the
acquisition of which may add value to our company nor do they include the
$600,000 required for note payable repayment or any accrued interest. In the
event that we do not achieve the financing necessary to enable us to pursue our
plan of operations, then we will scale back our plan of operations to be within
our available financial resources.

Sales and Marketing

Our company performs all of its own sales and marketing
activities and we also offer sales and marketing services to corporations or
other persons who license our products or otherwise request such services. We
anticipate spending approximately $500,000 on sales and marketing activities in
the next twelve months. These activities include website development, search
engine optimization, affiliate programs, reciprocal linking, and local internet
marketing.

General and Administrative

We anticipate spending approximately $126,500 on general and
administrative matters in the next twelve months. These costs will consist
primarily of banking, travel and accommodation, licenses and permits, and
telephone and utility bills.

Research and Development

We anticipate spending approximately $500,000 on product
development in the next twelve months. This relates to the development of our
mobile platform.

Consulting Fees

We anticipate spending approximately $850,000 on consulting
fees in the next twelve months pursuant to consulting and other agreements
relating to the management and operation of our business.

---

- 8 -

Professional Fees

We anticipate spending approximately $200,000 on professional
fees in the next twelve months relating mainly to legal, accounting and
regulatory compliance expenses.

Rent

We anticipate spending approximately $43,950 on rent for our
executive offices in the next twelve months.

Capital Expenditures

We estimate spending approximately $100,000 for computer
hardware and software equipment for servers, including game servers, financial
servers, merchant servers, and marketing servers, during the next 12 months.

Officer and Employee Compensation

We estimate spending approximately $590,500 in officer and
employee hiring and compensation during the next twelve months. We currently
employ one executive officer, Mark Jensen, who acts as our President, Chief
Executive Officer and a Director. We are seeking and intend to hire other
suitable individuals with specific industry knowledge in the software gaming
business for the following positions within the next twelve month period: Chief
Financial Officer, Controller/Compliance Director, and Sales Director.

Financing Activities

We anticipate spending approximately $590,500 in financing
activities in the next twelve months as we seek the financing required to enable
us to pursue our plan of operations.

Results of Operations

The following table provides information relating to our
unaudited operating results for the periods indicated:

|                                     |   | Three Months  |   |   | Three Months  |   |   | Nine Months   |   |   | Nine Months   |  
|------------------------------------ | - | ------------- | - | - | ------------- | - | - | ------------- | - | - | ------------- | -
|                                     |   | Ended         |   |   | Ended         |   |   | Ended         |   |   | Ended         |  
|                                     |   | September 30, |   |   | September 30, |   |   | September 30, |   |   | September 30, |  
|                                     |   | 2006          |   |   | 2005          |   |   | 2006          |   |   | 2005          |  
|Revenues                             | $ | 4,256         |   | $ | -             |   | $ | 13,423        |   | $ | -             |  
|Operating Expenses                   |   | 372,260       |   |   | 862,405       |   |   | 4,232,991     |   |   | 1,644,709     |  
|Loss from Operations                 |   | (368,004      | ) |   | (862,405      | ) |   | (4,219,568    | ) |   | (1,644,709    | )
|Loss on exchange of convertible debt |   | (1,971,506    | ) |   | -             |   |   | (1,971,506    | ) |   | -             |  
|Amortization of debt issuance costs  |   | (21,345       | ) |   | -             |   |   | (318,200      | ) |   | -             |  
|Financing costs                      |   | 506           |   |   | -             |   |   | (207,774      | ) |   | -             |  
|Interest Expense                     |   | (238,198      | ) |   | -             |   |   | (551,198      | ) |   | (6,250        | )
|Net Loss                             | $ | (2,599,560    | ) | $ | (862,405      | ) | $ | (7,268,246    | ) | $ | (1,650,959    | )

---

- 9 -

Revenues

For the nine months ended September 30, 2006, we recognized
revenues of $13,423, compared to $5,556 in the year ended December 31, 2005 and
$Nil in the nine month period ended September 30, 2005. These revenues are
attributable to fees earned under our license agreement with Fortuna Gaming.
While we have received the initial one time fee of $50,000 pursuant to our
licensing agreement with Fortuna Gaming, for accounting purposes, in accordance
with US GAAP Statement of Position SOP No. 97-2, Software Revenue
Recognition, a portion of this amount has been deferred and is being
amortized over the term of the license. We have since terminated our license
agreement with Fortuna Gaming.

Consulting Fees

For the nine months ended September 30, 2006, we paid
consulting fees of $2,813,824, compared to $362,977 in the year ended December
31, 2005 and $166,200 in the nine month period ended September 30, 2005,
pursuant to consulting and other agreements relating to the management and
operation of our business and stock compensation expenses. The increase is due
to more consultants that have been engaged to provide services as a result of
increased operations and development of business.

Depreciation

For the nine months ended September 30, 2006, depreciation
relating to our software, property and equipment was $81,750, compared to
$75,318 in the year ended December 31, 2005 and $41,700 in the nine month period
ended September 30, 2005.

General and Administrative

For the nine months ended September 30, 2006, our general and
administrative expenses were $267,854, compared to $150,387 in the year ended
December 31, 2005 and $70,164 in the nine month period ended September 30, 2005.
These expenses related to banking, travel and accommodation, licenses and
permits, and telephone and utility bills. The increase in these expenses is a
result of increased operations.

Professional Fees

For the nine months ended September 30, 2006, we paid
professional fees of $205,757, compared to $169,573 in the year ended December
31, 2005 and $49,825 in the nine month period ended September 30, 2005. These
fees are attributable mainly to auditing, legal, accounting and regulatory
compliance expenses.

Rent

For the nine months ended September 30, 2006, we paid rent of
$88,891 for our executive offices, compared to $29,407 in the year ended
December 31, 2005 and $9,871 in the nine month period ended September 30,
2005.

Research and Development

For the nine months ended September 30, 2006, our research and
development expenses were $774,915, compared to $1,799,103 in the year ended
December 31, 2005 and $1,306,949 in the nine month period ended September 30,
2005, relating to the development of our online and mobile games, primarily our
Texas Holdem products. As discussed above, we plan on spending approximately
$500,000 in the next 12 months for research and development of our products.

---

- 10 -

Loss from Operations

For the nine months ended September 30, 2006, our loss from
operations was $4,219,568, compared to $2,570,219 in the year ended December 31,
2005 and $1,644,709 in the nine month period ended September 30, 2005.

Loss on Extinguishment of Convertible Debt

On August 31, 2006, the Company entered into an amendment to
the credit facility agreement with Androgas by decreasing the conversion price
of the debt from $0.70 per unit to $0.25 per unit and the exercise price of each
warrant from $1.00 per share to $0.50 per share. For accounting purposes, the
modification of the convertible debt was accounted for as an extinguishment of
debt in exchange for a new convertible instrument. In accordance with EITF 96-19
Debtors Accounting for a Modification or Exchange of Debt Instrument, a loss
on exchange of convertible debt of $1,971,506 was recorded in the nine-month
period ended September 30, 2006.

Amortization of Debt Issue Costs

For the nine months ended September 30, 2006, amortized debt
issue costs were $318,200, compared to $Nil in the year ended December 31, 2005
and in the nine month period ended September 30, 2005. Amortization of debt
issue costs in the nine months ended September 30, 2006 relate to certain
commissions and finders fees paid in connection with the notes payable issued
in the first and second quarters of 2006.

Financing Costs

For the nine months ended September 30, 2006, financing costs
were $207,774, compared to $Nil in the year ended December 31, 2005 and in the
nine month period ended September 30, 2005. Financing costs related to the
extension and administrations fees as well as the increase in fair value of the
warrants amended and issued for the extension of one of the notes payable.

Interest Expense

For the nine months ended September 30, 2006, interest expense
was $551,198, compared to $35,903 in the year ended December 31, 2005 and $6,250
in the nine month period ended September 30, 2005. Interest expenses related to
certain notes payable issued by us.

Loss for the Period

Our company incurred a net loss of $7,268,246 for the first
nine months of 2006, compared to $2,606,122 in the year ended December 31, 2005
and $1,650,959 in the first nine months of 2005.

Liquidity and Capital Resources

As at September 30, 2006, our company had cash on hand of $Nil
(December 31, 2005 - $227,860) and a working capital deficiency of $1,854,806.
We will require additional financing to pursue our plan of operations.

---

- 11 -

Plan of Operations and Financing Requirements

We plan to spend approximately $4,101,450 over the next twelve
months in carrying out our plan of operations, subject to our ability to obtain
additional financing, and in repaying the note payables. We have only started
generating revenues and have incurred recurring losses in our operations. To
date, we have had negative cash flows from operations and have been dependent on
financing for our cash requirements. Based on these factors and our limited cash
and working capital, we will require additional capital to pursue our plan of
operations, as outlined above.

We intend to fulfill our additional cash requirements through
the sale of equity securities or debt financing, if available. There can be no
assurance that we will achieve any sale of our equity securities to obtain the
funding required. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will not be able to meet our obligations as they
become due and we will be required to scale down or cease the operation of our
business.

Credit Facility Agreement

On October 21, 2005, we entered into a Credit Facility
Agreement pursuant to which our company could draw down up to $2,765,000 for a
period of one year until October 21, 2006, including an 8% ($220,300) commission
to secure the facility. At September 30, 2006, we had drawn down the entire
amount of the credit facility (December 31, 2005 - $1,599,700). The amounts
advanced under the credit facility are convertible into units at a price of
$0.70 per unit whereby each unit consists of one common share and one share
purchase warrant. The warrants may be exercised for a period of three years from
the date of issuance and are exercisable at $1.00 per share. On August 31, 2006,
the Company entered into an amendment to the above credit facility agreement by
decreasing the conversion price from $0.70 per unit to $0.25 per unit, and the
exercise price of each warrant from $1.00 per share to $0.50 per share.

Notes Payable

On March 27, 2006, we entered into a loan agreement with
Alliance Capital Ventures, LLC pursuant to which we issued a note payable in the
principal amount of $400,000 and share purchase warrants to acquire 200,000
shares of our common stock exercisable at a price of $1.00 per share until March
26, 2011. The note is secured by substantially all of our assets and our
Vice-President of Investor Relations has pledged 500,000 shares of our common
stock as further security for the loan. The interest on the loan is 10% of the
principal amount of the loan and the full amount of such interest is due and
payable irrespective of whether the loan is paid on or before the date of
maturity. The principal amount of the loan was originally due in full on June
26, 2006. On June 30, 2006, we entered into an amendment to the loan agreement
pursuant to which the maturity date was extended from June 26, 2006 to July 31,
2006. In addition, the number of warrants issued was increased from 200,000 to
400,000, the exercise price of the warrants was reduced from $1.00 per share to
$0.50 per share, and the exercise period of the warrants was extended to June
30, 2011. We have defaulted on this note, however, the lender has not as yet
taken any action upon the default. We are currently in discussions with the
lender regarding the repayment of amounts due under the note. We plan to raise
additional funds through an issuance of our shares in the fourth quarter of 2006
a portion of which could be used to repay the principal amount of the loan,
however, there can be no assurance that we will b able to complete such a
financing. To September 30, 2006, interest expense of $198,107 has been accreted
increasing the carrying value of the note payable to $400,000. We paid debt
issue costs of $49,500 and issued 100,000 common shares with a fair value of
$220,000 as a finders fee in connection with obtaining this loan. The costs
have been capitalized as debt issue costs and were being amortized over the term
of the debt.

---

- 12 -

On April 27, 2006, we entered into a loan agreement with
Abettor Agencies, Ltd. pursuant to which we issued a note payable in the
principal amount of $200,000 and share purchase warrants to acquire 100,000
shares of our common stock exercisable at a price of $1.00 per share until April
27, 2009. The principal amount of the loan is due in full on the earlier of
August 25, 2006, or at the date upon which we close a round of equity financing
with commitments in the aggregate of not less than $1,500,000. Interest is
payable at the rate of 10% per annum during the term of the loan. We have
defaulted on this note and are currently in discussions with the lender
regarding the repayment of amounts due under the note. To September 30, 2006,
accrued interest of $8,548 has been included in accrued liabilities, and
interest expense of $13,108 has been accreted increasing the carrying value of
the note payable to $121,101. We paid debt issue costs of $20,000 as a finders
fee in connection with obtaining this loan. The costs have been capitalized as
debt issue costs and are being amortized over the term of the debt.

Cash Flows from Operating Activities

Operating activities used cash of $1,320,570 in the nine months
ended September 30, 2006 ($847,901  September 30, 2005). An increase in
accounts payable and accrued liabilities provided cash of $491,994 ($128,132 
September 30, 2005) and an increase in prepaid expenses provided cash of
$36,456, partially offset by decreases in deferred revenue and an increase in
receivables.

Investing Activities

In the first nine months of fiscal 2006, investing activities
used cash of $13,127 ($268,269 for the nine months ended September 30, 2005)
relating to the purchase of property and equipment.

Cash Flows from Financing Activities

In the first nine months of fiscal 2006, financing activities
provided cash of $1,138,341 ($1,400,350  September 30, 2005). Proceeds from the
issuance of convertible debentures provided cash of $945,000 ($800,000 
September 30, 2005) and proceeds from advances on notes payable provided cash of
$645,892 ($500,000  September 30, 2005) during the current period. $500,000 of
notes payable were repaid during the nine month period ended September 30, 2006.

Outlook

Several of our products are currently operational and we have
entered into a license agreement with Robinson Wireless. We also plan to expand
the use of our mobile platform beyond gaming. Our objective is to obtain more
licensees and generate multiple revenue streams to increase our cash flow
through the balance of fiscal 2006 and 2007.

We launched our Internet and mobile gaming licensing program in
August of 2005. The focus of the gaming licensing program is sweepstakes gaming
where players compete for points in order to enter sweepstakes drawings for cash
and prizes. The market for online and mobile gaming has grown substantially.
Customer acquisition costs grew tremendously in 2005 and 2006 and outpaced our
ability to fund customer acquisition. In addition, the Internet gambling market
was severely hampered with the passing of the Safe Port Act which included the
Unlawful Internet Gambling Enforcement Act. It prohibits credit card companies
and other payment providers from processing online gambling transactions. MGN
has been affected by the Internet gambling market and prospects for licensees
have been hampered. At the same time MGN also focused on search engine marketing
in 2006 to promote its gaming sites. The search engine marketing generates
thousands of unique visitors a month. A move into search engine marketing is a
transition that builds upon the mobile and Internet gaming platform that is
already operational. We plan to focus on finding advertisers who are looking for
new sources of traffic to run their ads as a means of monetizing our website
traffic. We plan to provide PC and mobile portals as our communication
platforms. They are branded to suit our publishers. We serve search

---

- 13 -

engine advertisements, banner ads, text messages and a variety
of other advertisements through the portals.Advertisers bid on a
pay-per-click price to place ads in the traffic through our portals.

There are no assurances that we will be able to generate
revenues, increase our cash flows or obtain further funds required for our
continued operations. We intend to pursue various financing alternatives to meet
our immediate and long-term financial requirements. There can be no assurance
that additional financing will be available to us when we needed, or if
available, that it can be obtained on commercially reasonable terms. If we are
not able to obtain additional financing on a timely basis, we will be unable to
conduct our operations as planned, and we will not be able to meet our other
obligations as they become due. In such event, we will be required to scale down
or cease our operations.

Going Concern

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on our audited consolidated
financial statements as at and for the years ended December 31, 2005 and 2004,
our independent auditors included an explanatory paragraph regarding substantial
doubt about our ability to continue as a going concern. The notes to such
financial statements describe the circumstances that lead to this concern by our
independent auditors. Our consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires our management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Our management routinely makes judgments and
estimates about the effects of matters that are inherently uncertain. Actual
results could differ from those estimates.

Revenue Recognition

The Company follows the provisions of Staff Accounting Bulletin
(SAB) No. 104 Revenue Recognition and Statement of Position (SOP) 97-2,
Software Revenue Recognition), as amended for accounting and recognizing
revenue. In accordance with SAB No. 104 and SOP 97-2, the Company recognizes
revenue. In accordance with SAB No. 104 and SOP 97-2, the Company recognizes the
monthly licensing fees when the amount is due which is when all the criteria
under SOP 97-2 have been met provided that no significant production,
modification or customization of the software is required. Also in accordance
with SOP 97-2, the Company defers and recognizes initial non-refundable set-up
fees on a straight-line basis over the term of the underlining licensing
agreement. If collectibility will not be considered probable, revenue will be
recognized when the fee is collected. In an arrangement with multiple
deliverables, the Company will allocate fees to various elements based on
vendor-specific objective evidence of fair value as defined in SOP 97-2. Amounts
collected or billed prior to satisfying the above revenue recognition criteria
are reflected as deferred revenue.

Service revenue will be primarily derived from fees for
consulting services related to the Companys mobile gaming software, which are
recognized as the services are performed.

Research and Development

Research and development costs are charged to expenses as
incurred.

---

- 14 -

In accordance with SFAS No. 86, development costs incurred in
the development of software are capitalized from the time that technological
feasibility in the form of a working model has been established through to the
general release to the customer.

The Company follows Emerging Issue Task Force (EITF) No.
00-2, Accounting for Website Development Costs, and capitalized direct
internal and external costs associated with the development of the features,
content and functionality of the Company's website incurred during the
application development stage. All other costs are expensed including those
incurred after the date upon which the website is declared operational, except
for those costs incurred in respect of significant functionality enhancements.
As at June 30, 2006 and December 31, 2005, no website development costs have
been capitalized.

Stock  Based Compensation

The Company has a stock-based compensation plan, whereby stock
options are granted in accordance with the policies of regulatory
authorities.

Prior to January 1, 2006, the Company accounted for stock-based
awards under the recognition and measurement provisions of Accounting Principles
Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees
using the intrinsic value method of accounting, under which compensation expense
was only recognized if the exercise price of the Companys employee stock
options was less than the market price of the underlying common stock on the
date of grant. For the period from inception of its subsidiary to December 31,
2005, the Company had not previously granted any stock options or warrants.

Effective January 1, 2006, the Company adopted the fair value
recognition provisions of SFAS No. 123R Share Based Payments, using the
modified retrospective transition method. The Company had not issued any stock
options or share based payments prior to the period of adoption, and therefore,
the results for prior periods have not been restated.

All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable. Equity
instruments issued to employees and the cost of the services received as
consideration are measured and recognized based on the fair value of the equity
instruments issued.

New Accounting Pronouncements

In May 2005, the FASB issued SFAS No. 154, Accounting
Changes and Error Corrections  A Replacement of APB Opinion No. 20 and SFAS No.
3. SFAS 154 changes the requirements for the accounting for and reporting
of a change in accounting principle and applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. SFAS 154 requires retrospective application to
prior periods financial statements of changes in accounting principle, unless
it is impracticable to determine either the period-specific effects or the
cumulative effect of the change. The provisions of SFAS No. 154 are effective
for accounting changes and correction of errors made in fiscal years beginning
after December 15, 2005. The adoption of this standard did not have a material
effect on the Companys results of operations or financial position.

---

- 15 -

In June 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes  an interpretation of FASB
Statement No. 109 (FIN No. 48), which clarifies the accounting for
uncertainty in tax positions. FIN No. 48 requires that the Company recognize in
its financial statements, the impact of a tax position, if that position is more
likely than not of being sustained on audit, based on the technical merits of
the position. The provisions of FIN No. 48 are effective as of the beginning of
its 2007 fiscal year, with the cumulative effect, if any, of the change in
accounting principle recorded as an adjustment to opening retained earnings. The
Company is currently evaluating the impact of adopting FIN No. 48 on the
financial statements.

On September 13, 2006, the Securities and Exchange Commission
(SEC) issued Staff Accounting Bulletin No. (SAB 108) which provides
interpretive guidance on how the effects of the carryover or reversal of prior
year misstatements should be considered in quantifying a current year
misstatement. SAB 108 is effective for fiscal years ending after November 15,
2006. The Company is currently evaluating the effect, if any, that this
pronouncement will have on its financial results.

Off-Balance Sheet Arrangements

We have not entered into any 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, expenses, results
of operations, liquidity, capital expenditures or capital resources that is
material to investors.

---

- 16 -

|ITEM 3. | CONTROLS AND PROCEDURES
|------- | -----------------------

As required by Rule 13a-15 under the Exchange Act, we have
carried out an evaluation of the effectiveness of the design and operation of
our companys disclosure controls and procedures as of the end of the period
covered by this quarterly report. This evaluation was carried out under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer. Based upon that
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective as at the
end of the period covered by this quarterly report to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified by the rules and forms of the SEC.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our companys reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within time periods specified in the
Securities and Exchange Commissions rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our companys reports filed
under the Exchange Act is accumulated and communicated to management, including
our principal executive officer and principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure.

On December 12, 2005, Franco Perrotta resigned as Chief
Financial Officer of the Company. We continue to seek a person to fill this
position with experience in our industry. Mark Jensen, our Chief Executive
Officer, is acting as our principal financial officer.

There have been no changes in our internal controls over
financial reporting that occurred during our most recent quarterly period that
have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.

PART II  OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

From time to time, the Company may become involved in various
claims and lawsuits incidental to its business. There are presently no material
legal proceedings pending or, to our knowledge, threatened against the
Company.

---

- 17 -

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

We have reported sales of securities without registration under
the Securities Act of 1933, as amended (the Securities Act) in our Form
10-QSBs for our fiscal quarters ended March 31, 2006 and June 30, 2006 and in
our annual report on Form 10-KSB for the year ended December 31, 2005 filed with
the Securities and Exchange Commission. In addition to these reported issuances,
we completed the issuances described below during the three month period ended
September 30, 2006:

On August 11, 2006, our company issued 250,000 common shares to
Ownby Mobile Consulting, LLC pursuant to a marketing agreement entered into on
December 22, 2005. The Agreement contemplates Ownby assisting the Company in
developing and implementing a marketing and sales strategy with a view to
increasing revenues for the Company. The Agreement provides for the payment by
the Company to Ownby of the monthly sum of $5,000 per month for a period of one
year from the effective date of the Agreement and the issuance from the
Companys treasury of 250,000 common voting shares at the end of every
three-month period during which the Agreement is still in effect for a period of
one year for a total of 1,000,000 common voting shares. The shares issued and to
be issued were and will be made pursuant to exemptions from registration
provided by Section 4(2) of the Securities Act and/or Rule 506 of Regulation D
promulgated thereunder, and exemptions available under applicable state
securities laws and regulations. These shares will be restricted shares and will
bear the appropriate restrictive legend.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

We are currently in default under a loan in the principal
amount of $400,000 from Alliance Capital Ventures, LLC for failing to repay
amounts due upon maturity of the loan on July 31, 2006. The loan is secured by
substantially all of our assets and our Vice-President of Investor Relations has
pledged 500,000 shares of our common stock as further security for the loan. The
interest on the loan is 10% of the principal amount of the loan and the full
amount of such interest is due and payable irrespective of whether the loan had
been paid on or before the date of maturity. The lender has not as yet taken any
action upon the default and we are currently in discussions with the lender
regarding the repayment of amounts due under the loan. For more information, see
Liquidity and Capital Resources.

We are currently in default under a loan in the principal
amount of $200,000 from Abettor Agencies Inc. for failing to repay amounts due
upon maturity of the loan on August 25, 2006. The loan is unsecured. The
interest on the loan is 10% per annum, simple interest. The lender has not as
yet taken any action upon the default and we are currently in discussions with
the lender regarding the repayment of amounts due under the loan. For more
information, see Liquidity and Capital Resources.

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

None.

|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.

---

- 18 -

|ITEM 6. | EXHIBITS
|------- | --------

The following exhibits are included with this Quarterly Report
on Form 10-QSB:

|Exhibit |                                                                                                                                                                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                   
|3.1     | Memorandum dated December 23, 1999 (incorporated by
      reference from our Registration Statement on Form SB-2 filed on August 8,
      2003)                                                                                                                                               
|3.2     | Notice of Articles (incorporated by reference from our
      Form 10-KSB filed on April 17, 2006)                                                                                                                                                                                             
|3.3     | Notice of Alteration (incorporated by reference from our
      Form 10-KSB filed on April 17, 2006)                                                                                                                                                                                           
|3.4     | Notice of Alteration (incorporated by reference from our
      Form 10-KSB filed on April 17, 2006)                                                                                                                                                                                           
|3.5     | Articles of Incorporation (incorporated by reference from
      our Form 10-KSB filed on April 17, 2006)                                                                                                                                                                                      
|4.1     | Specimen ordinary share certificate (incorporated by
      reference from our Registration Statement on Form SB-2 filed on August 8,
      2003)                                                                                                                                              
|10.1    | Purchase, Sale and Assumption Agreement dated March 1,
      2004 to acquire Tridents interests in the East Corning Area (incorporated
      by reference from our Current Report on Form 8-K filed on March 8, 2005)                                                                        
|10.2    | Purchase, Sale and Assumption Agreement dated March 1,
      2004 to acquire Atlas interests in the Triangle T Area (incorporated by
      reference from our Current Report on Form 8-K filed on March 8,
    2005)                                                                       
|10.3    | Third Amended Property Option Agreement, dated February
      15, 2004 (incorporated by reference from our Registration Statement on
      Form SB-2/A filed on July 12, 2004)                                                                                                                
|10.4    | Intellectual Property Development and Transfer Agreement
      dated January 10, 2005, between Ignition Technologies, Inc., dba
      MobileGamingNow, Inc. and Illuminated Technologies, Inc. (incorporated by
      reference from our Current Report on Form 8-K filed on October 31, 2005)
|10.5    | Consulting Agreement dated April 1, 2005, between
      Ignition Technologies, Inc. dba Mobile Gaming Now, Inc. and D.C. Goldman
      & Associates (incorporated by reference from our Current Report on
      Form 8-K filed on October 31, 2005)                                           
|10.6    | Software License Agreement dated August 10, 2005, between
      Fortuna UK and MobileGamingNow, Inc. (incorporated by reference from our
      Current Report on Form 8-K filed on October 31, 2005)                                                                                          
|10.7    | Consulting Agreement dated April 1, 2005, between
      Ignition Technologies, Inc. dba Mobile Gaming Now, Inc. and DVRC, LLC
      (incorporated by reference from our Current Report on Form 8-K filed on
      October 31, 2005)                                                           

---

- 19 -

|Exhibit |                                                                                                                                                                                                                                                                   
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                       
|10.8    | Consulting/Development Agreement dated May 1, 2005,
      between Ignition Technologies, Inc. dba Mobile Gaming Now, Inc. and
      Illuminated Technologies, Inc. (incorporated by reference from our Current
      Report on Form 8-K filed on October 31, 2005)
|10.9    | Consulting Agreement dated June 1, 2005, between Ignition
      Technologies, Inc. dba Mobile Gaming Now, Inc. and Adam Morand
      (incorporated by reference from our Current Report on Form 8-K filed on
      October 31, 2005)                              
|10.10   | Consulting Agreement dated June 1, 2005, between Ignition
      Technologies, Inc. dba Mobile Gaming Now, Inc. and Don Currie
      (incorporated by reference from our Current Report on Form 8-K filed on
      October 31, 2005)                               
|10.11   | Kahnawake Gaming Commission Temporary Client Provider
      Authorization (incorporated by reference from our Current Report on Form
      8-K filed on October 31, 2005)                                                                                         
|10.12   | Credit Facility Agreement dated October 21, 2005, between
      Tryx Ventures Corp. and Androgas Property S.A. (incorporated by reference
      from our Current Report on Form 8-K filed on October 31, 2005)                                                    
|10.13   | General Security Agreement dated October 21, 2005,
      between Tryx Ventures Corp. and Androgas Property S.A. (incorporated by
      reference from our Current Report on Form 8-K filed on October 31, 2005)                                                   
|10.14   | Unwind Agreement dated October 21, 2005, between Tryx
      Ventures Corp. and Trident Oil & Gas, Inc. (incorporated by reference
      from our Current Report on Form 8-K filed on October 31, 2005)                                                            
|10.15   | Unwind Agreement dated October 21, 2005, between Tryx
      Ventures Corp. and Atlas Energy Corp. (incorporated by reference from our
      Current Report on Form 8-K filed on October 31, 2005)                                                                 
|10.16   | 2006 Stock Option Plan (incorporated by reference from
      our Form 10-KSB filed on April 17, 2006)                                                                                                                                                             
|10.17   | Consulting Agreement dated December 22, 2005, between MGN
      Technologies Inc. and Southgate SEO, LLC. (incorporated by reference from
      our Current Report on Form 8-K filed on February 22, 2006)                                                        
|10.18   | Marketing Agreement dated December 22, 2005, between MGN
      Technologies Inc. and Ownby Mobile Consulting, LLC (incorporated by
      reference from our Current Report on Form 8-K filed on February 22, 2006)                                                
|10.19   | Investor Relations Agreement dated December 21, 2005,
      between MGN Technologies Inc. and Lyons LLC (incorporated by reference
      from our Current Report on Form 8-K filed on February 22, 2006)                                                          
|10.20   | Consulting Agreement dated January 8, 2006, between MGN
      Technologies Inc. and ECON Investor Relations (incorporated by reference
      from our Current Report on Form 8-K filed on March 15, 2006)                                                         

---

- 20 -

|Exhibit |                                                                                                                                                                                                                                                 
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                     
|10.21   | Consulting Agreement
        dated January 5, 2006, between MGN Technologies Inc. and Atlanta Capital
        Partners, LLC. (incorporated by reference from our Current Report on Form
        8-K filed on March 15, 2006)                    
|10.22   | Agreement dated January 3, 2006,
        between MGN Technologies Inc. and The Money Channel, Inc. (incorporated
        by reference from our Current Report on Form 8-K filed on March 15, 2006)                                              
|10.23   | Investor Relations
        Agreement dated January 6, 2006, between MGN Technologies Inc. and First
        London Finance Ltd (incorporated by reference from our Current Report
        on Form 8-K filed on March 15, 2006)                  
|10.24   | Loan Agreement dated March 27,
        2006 between MGN Technologies Inc. and Alliance Capital Ventures, LLC
        (incorporated by reference from our Quarterly Report on Form 10- QSB filed
        on May 22, 2006)                        
|10.25   | First Amendment
        to Loan Agreement dated June 30, 2006 between MGN Technologies, Inc. and
        Alliance Capital Ventures, LLC (incorporated by reference from our Quarterly
        Report on Form 10-QSB filed on August 21, 2006)   
|10.26   | Loan Agreement dated April 27,
        2006 between MGN Technologies, Inc. and Abettor Agencies, Ltd. (incorporated
        by reference from our Quarterly Report on Form 10-QSB filed on August
        21, 2006)                             
|10.27   | Amendment
        to Credit Facility Agreement dated August 31, 2006, between Tryx Ventures
        Corp. and Androgas Property S.A. (1)                                                                                                        
|14.1    | Code of Business Conduct and
        Ethics (incorporated by reference from our Annual Report on Form 10-KSB
        filed on July, 19, 2005)                                                                                                   
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Rule
        13a- 14(a) of the Exchange Act (1)                                                                                                        
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Rule
        13a- 14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)

|(1) | Filed as an exhibit to this Quarterly Report on Form
      10-QSB.
|--- | ------------------------------------------------------------------

---

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 authorized.

MGN TECHNOLOGIES INC.

|By: | /s/ Mark
      Jensen______________________
|--- | -------------------------------------------
|    | Mark Jensen, President,                    
|    | Chief Executive Officer and                
|    | Principal Accounting Officer               

November 20, 2006

---