UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedMarch
                31, 2006[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period_______to__________Commission
                File Number:000-50762





CALIFORNIA
      NEWS TECH


(Exact
      name of small business issuer as specified in its charter)





Nevada
            88-0417389(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)




825
                Van Ness Ave., Suite 406-407, San Francisco, California
                94109(Address
                of principal executive offices)





415-861-3421(Issuer’s
                telephone number)_______________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)





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




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





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 3,327,375 common shares as of May 9, 2006.





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





1
 Table
          of Contents




TABLE
      OF CONTENTS





PagePART
                IItem
                1.
            Financial
                Statements
            3Item
                2
            Management’s
                Discussion and Analysis or Plan of
                Operation
            4Item
                3
            Controls
                and Procedures
            8PART
                II - OTHER INFORMATIONItem
                1
            Legal
                Proceedings
            10Item
                2
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            10Item
                3
            Defaults
                Upon Senior Securities
            10Item
                4
            Submission
                of Matters to a Vote of Security
                Holders
            10Item
                5
            Other
                Information
            10Item
                6
            Exhibits
            10




2
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**





Our
      comparative financial statements included in this Form 10-QSB are as
      follows:





(a)
            Comparative
                Balance Sheets as for March 31, 2006 and March 31,
                2005.


(b)
            Comparative
                Statements of Operations and Accumulated Deficit
                for the three month periods ended March 31, 2006 and
                2005;


(c)
            Comparative
                Statements of Cash Flow for the three month
                periods ended March 31, 2006 and
                2005;


(d)
            Notes
                to Comparative Financial
                Statements.





These
      comparative financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States of America for
      interim financial information and the SEC instructions to Form 10-QSB. In the
      opinion of management, all adjustments considered necessary for a fair
      presentation have been included. Operating results for the interim period ended
      March 31, 2006 are not necessarily indicative of the results that can be
      expected for the full year.




3
 Table
          of Contents




**CALIFORNIA
      NEWS TECH**




**Comparative
      Financial Statements**




**For
      the three months ended March 31, 2006 and March 31, 2005**




**(Unaudited)**


Table
            of Contents
   **California
        News Tech**
 **Comparative
        Balance Sheets**
 **(Unaudited)**
  Assets
              
              March
                  31, 2005
              
              
              March
                  31, 2006Current
                  assets:Cash
              $
              142,312
              
              $
              100,622Accounts
                  Receivable
              
              653
              
              
              6,125Prepaid
                  expenses and deposits
              
              1,500
              
              
              27,550Total
                  current assets
              
              144,465
              
              
              134,297Equipment,
                  net of depreciation
              
              991
              
              
              811Product
                  development, net of amortization
              
              300,599
              
              
              319,260Total
                  assets
              $
              446,055
              
              $
              454,368Liabilities
                  and Shareholders' EquityCurrent
                  liabilitiesAccounts
                  payable
              $
              21,324
              
              $
              42,475Deferred
                  revenue
              
              
              
              
              4,187Notes
                  payable
              
              43,500
              
              
              91,940Total
                  current liabilities
              
              64,824
              
              
              138,602Long-term
                  notes payable
              
              77,140Shareholder's
                  equityCommon
                  stock: $0.003 par value, 8,333,333 sharesauthorized,
                  2,791,333 shares and 3,244,775shares
                  outstanding at March 31, 2005 and March31,
                  2006.
              
              8,374
              
              
              9,734Paid-in-capital
              
              1,017,564
              
              
              1,539,226Accumulated
                  deficit
              
              <721,847>
              
              
              <1,233,195>Total
                  shareholders' equity
              
              304,092
              
              
              315,765Total
                  liabilities and shareholders' equity
              $
              446,055
              
              $
              454,368




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




F-1
 Table
          of Contents




**California
        News Tech, Inc.**
 **Comparative
        Statements of Operations and Accumulated Deficit**
 **(Unaudited)**
  March
                  31, 2005
              
              
              March
                  31, 2006Revenue
              $
              1,981
              
              $
              26,389ExpensesSelling
                  and administrative costs
              
              28,394
              
              
              78,902Office
                  and other operating costs
              
              20,297
              
              
              201,322Depreciation
                  and amortization
              
              215
              
              
              17,02048,906
              
              
              297,245Net
                  loss
              $
              <46,925>
              
              $
              <270,856>Accumulated
                  deficit at beginning of quarter
              
              <674,922>
              
              
              <962,339>Accumulated
                  deficit at end of quarter
              $
              <721,847>
              
              $
              <1,233,195>Basic
                  and diluted net loss per share
              $
              <0.02>
              
              $
              <0.08>Shares
                  used in basic and diluted net loss per share
                  calculation
              
              2,791,333
              
              
              3,244,775Non-cash
                  stock-based employee compensation included in
                  sellingand
                  administrative costs
              $
              0
              
              $
              6,004




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


F-2
 Table
          of Contents




**California
        News Tech**
 **Comparative
        Statements of Cash Flows**
 **(Unaudited)**
  March
                  31, 2005
              
              
              March
                  31, 2006Cash
                  used by operating activities:Net
                  loss
              $
              <46,925>
              
              $
              <270,856>Adjustments
                  to reconcile net loss to net cash used by operatingactivities:Depreciation
                  and amortization
              
              215
              
              
              17,020Changes
                  in assets and liabilities:Accounts
                  receivable
              
              <146>
              
              
              3,695Prepaid
                  expenses and deposits
              
              404
              
              
              8,625Accounts
                  payable
              
              1,743
              
              
              19,981Deferred
                  revenue
              
              0
              
              
              702Notes
                  payable
              
              0
              
              
              40,940Total
                  cash used in operating activities
              
              <44,708>
              
              
              <179,893>Cash
                  used in investing activities:Product
                  development
              
              0
              
              
              <6,500>Total
                  cash used in investing activities
              
              0
              
              
              <6,500>Cash
                  provided by financing activitiesNotes
                  payable
              
              0
              
              
              <77,140>Common
                  stock
              
              0
              
              
              146,498Total
                  cash provided by financing activities
              
              0
              
              
              69,358Net
                  decrease in cash
              
              <44,708>
              
              
              <117,035>Cash
                  at the beginning of the quarter
              
              187,020
              
              
              217,657Cash
                  at the end of the quarter
              $
              142,312
              
              $
              100,622




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




F-3
 Table
          of Contents


**California
        News Tech**
 **Notes
        to Financial Statements**
 **March
        31, 2006**
 **(Unaudited)**
 
 
 **Note
        1.**  **Description
        of Business**
 
 California
        News Tech was originally incorporated during 1999, under the laws of the
        State
        of Nevada, to create and market Internet search tools. The Company changed
        its
        name from NewsSurfer.com Corporation and in the year 2000 became known as
        California News Tech. During the years 2002, 2003 and 2004, the Company added
        to
        its search engine software the ability for users to access specific news
        relating to publicly listed companies. During 2005 and the first quarter
        of
        2006, the Company completed development of its website and began to generate
        subscription based fees.
  **Note
        2.**  **Summary
        of Significant Accounting Policies**
 
 **Use
        of Estimates**
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States requires management to make estimates
        and assumptions that affect the amounts reported in the financial statements
        and
        accompanying notes. Actual results could differ from those estimates and
        could
        affect future operating results.
 
 **Equipment**
 
 Equipment
        is recorded at cost, less accumulated depreciation. Depreciation is computed
        using the straight-line method over estimated useful lives of three to five
        years. The straight-line method of depreciation is also used for income tax
        purposes.
 
 **Impairment
        of Long-Lived Assets**
 
 The
        Company evaluates the recoverability of its equipment, product and website
        development costs and recognizes the impairment of long-lived assets in the
        event the net book value of such assets exceeds net realizable value. The
        Company evaluates asset recoverability at each balance sheet date or when
        an
        event occurs that may impair recoverability of the asset.
  F-4
 Table
            of Contents
  **California
        News Tech**
 **Notes
        to Financial Statements**
 **March
        31, 2006**
 **(Unaudited)**
 
 **Note
        2.**  **Summary
        of Significant Accounting Policies (Continued)**
 
 **Revenue
        Recognition**
  The
        Company recognizes net revenue when the earnings process is complete, as
        evidenced by:
 
 ·
            an
                agreement with the customer; ·
            delivery
                to and acceptance of the product by the customer has
                occurred; ·
            the
                amount of the fees to be paid by the customer are fixed or determinable;
                and ·
            collection
                of these fees is probable.  If
        an
        acceptance period is contractually provided, license revenues are recognized
        upon the earlier of customer acceptance or the expiration of that period.
        In
        instances where delivery is electronic and all other criteria for revenue
        recognition have been achieved, the product is considered to have been delivered
        when the customer is provided the access code to download the software from
        the
        Internet.
 
 Because
        of possible price fluctuations or technology obsolescence, subscription revenue
        will be deferred and recorded on a monthly basis as earned. Any delivery,
        selling or other costs billed to the customers will be included in net revenue
        and the related delivery, selling or other costs will be included in the
        cost of
        selling subscriptions.
 
 **Deferred
        Revenue**
 
 Deferred
        revenue is comprised of customer deposits for unearned subscriptions.
 
 **Product
        Development**
  Where
        there is reasonable assurance of recovery, development costs are capitalized.
        Capitalization of costs ceases when the product is available for general
        release
        to customers. Annual amortization of capitalized costs is the greater of
        amortization computed using the straight-line method over the remaining
        estimated economic life of the product or computed using the ratio of the
        product’s current and anticipated future gross revenue.
 
 F-5
 Table
            of Contents
  **California
        News Tech**
 **Notes
        to Financial Statements**
 **March
        31, 2006**
 **(Unaudited)**
 
 **Note
        2.**  **Summary
        of Significant Accounting Policies (Continued)**
 
 **Stock-based
        Compensation Plans**
 
 The
        Company has non-qualified stock-based compensation plans for consultants
        and
        directors. On January 1, 2006, the Company adopted the fair value recognition
        provisions of SFAS 123(R), *Stock-Based
        Compensation.* SFAS
        123(R) requires all share-based payments to employees, including grants of
        employee stock options, to be recognized in the financial statements based
        on
        their fair value at the date of grant. The related compensation expense is
        recorded at the date of grant (the Company’s employee stock options are fully
        vested at the time of grant) as compensation expense. Excess tax benefits,
        if
        any, will be recognized as an addition to paid-in capital.
 
 Stock-based
        compensation expense for employee stock options has been calculated using
        the
        Black-Scholes option valuation model. At this time, the Company is assuming
        there will be no forfeitures.
 
 **Income
        Taxes and Deferred Taxes**
 
 The
        Company utilizes the liability method of accounting for income taxes. Deferred
        tax liabilities or assets are recognized for the expected future tax
        consequences of temporary differences between the book and tax bases of assets
        and liabilities. The Company regularly assesses the likelihood that the deferred
        tax assets will be recovered from future taxable income, and a valuation
        allowance is recorded to reduce the deferred tax assets to the amounts that
        are
        believed to be realizable.
 
 A
        full
        valuation allowance on any future tax benefits is being provided until the
        Company can sustain a level of profitability that demonstrates the ability
        to
        utilize these assets.
 
 **Basic
        and Diluted Net Loss per Common Share**
 
 Basic
        net
        loss per common share is based on the weighted average number of shares
        outstanding during each year. Diluted net loss per share is computed by dividing
        net loss by the sum of the weighted average number of shares of common stock
        outstanding plus all additional common stock that would have been outstanding
        if
        potentially dilutive common shares related to stock options had been issued.
 
 F-6
 Table
            of Contents
  **California
        News Tech**
 **Notes
        to Financial Statements**
 **March
        31, 2006**
 **(** **Unaudited)**
 
 **Note
        2.**  **Summary
        of Significant Accounting Policies (Continued)**
 
 **Basic
        and Diluted Net Loss per Common Share (Continued)**
 
 Stock
        options were antidilutive because they had an exercise price greater than
        the
        average market price during the year or due to the net loss in the first
        three
        months of 2005 and 2006.
 
 **Certain
        Significant Risks and Uncertainties**
 
 The
        Company participates in the high technology industry and believes that changes
        in any of the following areas could have a material adverse effect on the
        Company’s future financial position, results of operations or cash flows:
        advances and trends in new technologies; competitive pressures in the form
        of
        price reductions; market acceptance of the Company’s services; development of
        sales channels; litigation or claims against the Company based on intellectual
        property, regulatory or other factors.
  **Note
        3.**  **Going
        Concern and Liquidity**
 
 Having
        raised additional capital the Company will continue as a going concern.
        Historically, the Company has incurred significant losses and negative cash
        flows from operations. As of March 31, 2006, the accumulated deficit was
        $1,233,195 and the negative working capital was $4,305. The Company has
        primarily funded operations through private placements and a public offering.
        To
        the extent that sources of financing are available, the Company will promote
        its
        software, maintain its processing system and continue to enhance its service.
        Management expects that future subscription revenue will be sufficient to
        fund
        operations.
  **Note
        4.**  **Net
        Loss per Common Share**
 
 The
        following potential common shares have been excluded from the calculation
        of
        diluted net loss per share for the years presented because the effect would
        have
        been antidilutive:
 
 F-7
 Table
            of Contents
 
 **California
        News Tech**
 **Notes
        to Financial Statements**
 **March
        31, 2006**
 **(Unaudited** **)**
 
 **Note
        4.**  **Net
        Loss per Common Share (Continued)**
  Quarter
                  ended March 31,2006
              2005Shares
                issuable under stock options
              1,144,867
              710,700Shares issuable pursuant to warrants
              
              288,500
 
 The
        weighted average exercise price of stock options, was $1.44 and $1.34 at
        March
        31, 2006 and 2005, respectively. The weighted average exercise price for
        options
        granted during the first quarter of 2006 was $1.78. The average exercise
        price
        of outstanding warrants was $1.00 per share for those granted during
        2005.
 
 **Note
        5.**  **Equipment**
 
 Equipment
        consists of the following:
  March
                  31, 2006
              
              March
                  31, 2005Computer equipment
              10,511
              
              9,811Accumulated
                depreciation
              <9,700>
              
              <8,820>Net
                book
                value
              811
              
              991
  **Note
        6.**  **Notes
        Payable to Related Parties**
 
 During
        2002, the Company entered into agreements with certain consultants, who are
        also
        members of the board of directors, to delay cash compensation for services
        rendered. These agreements continued through the 2003 year. Effective March
        6,
        2004, the agreements were modified and extended. The notes payable to a related
        party consist of uncollateralized, non-interest bearing notes totaling $91,940.
        The holder of the notes has expressed the intention to use the notes to exercise
        stock options.
 
 **Note
        7.**  **Shareowners’
        Investment**
 
 As
        of
        March 31, 2005, the Company’s authorized share capital consists of 8,333,333
        shares at $0.003 par value. There are no preference shares authorized. At
        the
        special meeting of the shareholders held December 28, 2001, a one-for-three
        reverse stock split of the outstanding and authorized shares was approved.
        All
        share and per share amounts in these financial statements have been adjusted
        to
        give effect to the reverse stock split. Issued share capital and paid-in
        capital
        balances are:
  F-8
 Table
            of Contents
  **California
        News Tech**
 **Notes
        to Financial Statements**
 **March
        31, 2006**
 **(Unaudited)**
 
 **Note
        7.**  **Shareowners’
        Investment (Continued)**
 
 Common
                  Stock
              
              Paid-inShares
              
              Amount
              
              CapitalBalance, December 31, 2001
              2,018,833
              
              $6,057
              
              $581,659Issuance
                of common shares
              437,500
              
              1,312
              
              142,748Balance,
                December 31, 2002
              2,456,333
              
              7,369
              
              724,407Issuance
                of common shares
              50,000
              
              150
              
              9,850Balance,
                December 31, 2003
              2,506,333
              
              7,519
              
              734,257Issuance
                of common shares
              285,000
              
              855
              
              283,307Balance,
                December 31, 2004
              2,791,333
              
              8,374
              
              1,017,564Issuance
                of common shares
              333,833
              
              1,001
              
              375,523Balance,
                December 31, 2005
              3,125,166
              
              9,375
              
              1,393,087Issuance
                of common shares
              119,609
              
              359
              
              146,139Balance,
                March 31, 2006
              3,244,775
              
              $9,734
              
              $1,539,226
  **Note
        8.**  **Stock
        Option Plans**
 
 Directors
        and consultants have been granted options to purchase common shares at fair
        market value. The granting of options is administered by the board of directors
        with grant and vesting provisions, term and exercise price subject to the
        discretion of the board.  The
        following table summarizes information about stock options outstanding at
        March
        31, 2006:
  Year
              Granted
              
              Exercised
              
              Forfeited
              
              Outstanding
                and
                Exercisable
              
              Weighted
                  Average
                Exercise
                  Price2002
              514,400
              
              81,500
              
              78,900
              
              354,000
              
              $0.8242003
              179,200
              
              --
              
              22,000
              
              157,200
              
              1.0002004
              146,000
              
              6,000
              
              7,000
              
              133,000
              
              1.0002005
              413,125
              
              10,000
              
              21,125
              
              382,000
              
              1.3972006
              141,167
              
              10,000
              
              12,500
              
              118,667
              
              1.817Total
              1,393,892
              
              107,500
              
              141,525
              
              1,144,867
              
              $1.440
  The
        weighted
        average exercise price of the stock options was $1.44 at March 31, 2006 with
        vesting simultaneous with the grant date. Options expire should a director
        retire or a consultant’s contract terminate unless otherwise authorized by the
        board of directors. The fair value was estimated using the Black-Scholes
        option-pricing model with the following weighted average
        assumptions:
  F-9
 Table
            of Contents
  **California
        News Tech**
 **Notes
        to Financial Statements**
 **March
        31, 2006**
 **(Unaudited)**
 
 **Note
        8.**  **Stock
        Option Plans (Continued)**
 
 2006
              
              2005
              
              2004
              
              2003Risk-free interest rate
              4.42%
              
              4%
              
              4%
              
              3%Expected dividend
              --
              
              --
              
              --
              
              --Expected volatility factor
              15%
              
              30%
              
              30%
              
              30%Expected option term
              5
                  years
              
              5
                  years
              
              5
                  years
              
              3
                  years
  During
        the year ending December 31, 2003, the Company adopted the disclosure provisions
        of SFAS No. 148, however, the transition provisions were not
        adopted.
 
 All
        stock
        options are issued at fair market value on the date of grant. Accordingly,
        stock
        compensation expense for stock options granted during the periods is not
        recognized. Under the fair value based method, compensation cost is measured
        at
        the grant date based on the value of the award and is recognized over the
        service period, which is usually the vesting period.
 
 Fair
        value is determined using an option-pricing model, such as Black-Scholes,
        that
        takes into account the stock price at the grant date, the exercise price,
        the
        expected life of the option, the volatility of the underlying stock, the
        expected dividends, and the risk-free interest rate over the expected life
        of
        the option.
  **Note
        9.**  **Warrants**
 
 Warrants
        accompanied the shares issued during 2004. The warrants gave the shareowner
        the
        right to purchase additional shares for $2.00 per share. A total of 285,000
        warrants were granted with the sale of the shares. At December 31, 2004,
        there
        was a total of 288,500 warrants outstanding. There were an additional 1,000,000
        warrants authorized during the year ended December 31, 2005. At March 31,
        2006
        there are no warrants outstanding.
  **Note
        10.**  **Income
        Taxes**
 
 The
        tax
        effect of significant temporary differences representing future tax assets
        and
        future tax liabilities has been fully offset by a valuation allowance. The
        Company has determined that realization is uncertain and therefore a valuation
        allowance has been recorded against this future income tax asset.
 
 F-10
 Table
            of Contents
  **California
        News Tech**
 **Notes
        to Financial Statements**
 **March
        31, 2006**
 **(Unaudited)**
 
 **Note
        10.**  **Income
        Taxes (Continued)**
 
 As
        of
        December 31, 2004, the Company had net operating loss carryforwards for U.S.
        federal income tax purposes of approximately $674,000. The federal net operating
        loss carryforwards, if not utilized, will begin to expire in 2014.
  **Note
        11.**  **Commitments
        and Contingencies**
 
 At
        December 31, 2004, the Company had a three-month rental lease at $1,000 per
        month effective January 2005 with an option to renew on a month to month
        basis.
        With effect July 2005, the monthly rent was increased to $3,000. The rental
        rate
        from May 1, 2006 and onwards will be $3,200 continuing on a month to month
        basis.
 
 At
        the
        annual meeting held March 6, 2004, a resolution was approved concerning the
        granting of stock options to directors. The plan provides for 1,000 options
        to
        be granted monthly to each external director plus 5,000 options to each director
        attending a board meeting, up to a maximum of five (5) regular and special
        meetings per year. The exercise price remains at $1.00. The maximum number
        of
        options to be authorized annually cannot exceed 15% of the outstanding shares
        at
        each year end.
 
 At
        December 31, 2004, the Company was in the process of seeking approval from
        states of residence for subscribers to the public offering which closed in
        November 2004. The Company cleared in all states where application was made
        except Michigan where authorization was being sought. The Company was
        unsuccessful in Michigan and was required, in early 2005, to return $35,000
        to
        its Michigan subscribers.
 
 On
        February 1, 2006, the Company issued a private placement memorandum for the
        sale
        of up to 1,000,000 shares that granted one warrant per 5,000 share lot. Each
        warrant was a right to purchase an additional 2,500 shares at $4 per share
        within 60 months from the close of the offering.
 
 According
        to a
        Form 8-K filing with the Securities and Exchange Commission, certain directors
        and principal officers resigned with effect March 16, 2006. William White,
        has
        been appointed Chief Financial Officer by the Board of Directors and joins
        Marian Munz as an officer of the Company.
  F-11
 Table
            of Contents


**Item
      2. Management’s Discussion and Analysis**





**Forward-Looking
      Statements**





Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. We intend
      such
      forward-looking statements to be covered by the safe-harbor provisions for
      forward-looking statements contained in the Private Securities Litigation Reform
      Act of 1995, and are including this statement for purposes of complying with
      those safe-harbor provisions. Forward-looking statements, which are based on
      certain assumptions and describe our future plans, strategies and expectations,
      are generally identifiable by use of the words “believe,” “expect,” “intend,”
“anticipate,” “estimate,” “project,” “prospects,” or similar expressions. Our
      ability to predict results or the actual effect of future plans or strategies
      is
      inherently uncertain. Factors which could have a material adverse effect on
      the
      operations and our future prospects on a consolidated basis include, but are
      not
      limited to: changes in economic conditions, legislative/regulatory changes,
      availability of capital, interest rates, competition, and generally accepted
      accounting principles. These risks and uncertainties should be considered in
      evaluating forward-looking statements and undue reliance should not be placed
      on
      such statements. Further information concerning our business, including
      additional factors that could materially affect the Company’s financial results,
      is included herein and in our other filings with the SEC.





**Results
      of Operations for the periods ended March 31, 2006 and
      2005**





**Assets**





Our
      total
      assets as of March 31, 2006 were $454,368, including cash in the amount of
      $100,622. By comparison, our total assets as of March 31, 2005 were $446,055,
      including cash in the amount of $142,312.





**Liabilities
      and Stockholders Equity**





Our
      total
      liabilities as of March 31, 2006 were $138,602, consisting of accounts payable
      in the amount of $42,475, deferred revenue in the amount of $4,187, and short
      term notes payable in the amount of $91,940. Our total liabilities as of March
      31, 2005 were $141,964, consisting of accounts payable of $21,324, short term
      notes payable of $43,500 and long term notes payable of $77,140.





As
      of
      March 31, 2006, Stockholders’ Equity was $315,765, as compared to $304,092 as of
      March 31, 2005.




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**Results
      of Operations**





We
      generated revenue in the amount of $26,389 during the three month period ended
      March 31, 2006, compared to $1,981 for the three month period ended March 31,
      2005. Our revenue for the reporting period was generated through subscription
      sales of $2,288, mailing list rental of $12,100 and exchange of bartered
      services valued at $12,000.





We
      report
      subscription revenue over the life of the subscription, with $2,288 reported
      as
      revenue earned in the quarter ended March 31, 2006, and $4,187 carried on the
      balance sheet as unearned revenue, for recognition in future
      periods.





We
      incurred operating expenses in the amount of $297,245 for the three months
      ended
      March 31, 2006, compared to operating expenses of $48,925 for the three months
      ended March 31, 2005. The increase in our operating expenses for the three
      months ended March 31, 2006, was primarily attributable to an increase in our
      advertising and related marketing expenses to $61,550 up from $900 in the year
      earlier period and an increase in consulting fees expense in the first quarter
      to $139,891 from $0 in the year ago first quarter. The consultants were
      primarily engaged in marketing and market research. We also recorded an expense
      of $12,000 for bartered services. In addition, we have capitalized our product
      development costs over sixty months, resulting in an increase in our
      depreciation and amortization expense for the period ending March 31, 2006
      of
      $17,020 up from $215 for the period ending March 31, 2005.





**Liquidity
      and Capital Resources**





On
      March
      31, 2006, we had cash in the amount of $100,622 which primarily resulted from
      funds raised in the public equity offering. As of March 31, 2006, we had total
      current assets in the amount of $134,297 and total current liabilities of
      $138,602. As a result, our working capital on March 31, 2006 was a negative
      $4,305.





We
      intend
      to fund operations over the next twelve months though increased sales, and
      debt
      and/or equity financing arrangements, which may be insufficient to fund our
      capital expenditures, working capital or other cash requirements for the next
      twelve months. The completion of our business plan for the next 12 months is
      contingent upon us obtaining additional financing. If we are unable to obtain
      additional financing, the full implementation of our business plan will be
      impaired.





**Off
      Balance Sheet Arrangements**





As
      of
      March 31, 2006, there were no off balance sheet arrangements.





**Subsequent
      Developments**





On
      April
      27, 2006, we announced the signing of an agreement with Lynx Consulting Group,
      Inc., a communications consulting firm based in Southern California, bringing
      in
      approximately 500 new subscriptions to MediaSentiment Heads UpTM. Lynx Consulting
      Group will also be promoting MediaSentiment TM tools and services through its
      distributing channels. Lynx will be distributing




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a
      co-branded version of MediaSentiment’s E-motion’s newsletter to approximately
      200,000 e-mails, representing a fraction of their distribution
      network.





**Critical
      Accounting Policies**





In
      December 2001, the SEC requested that all registrants list their three to five
      most “critical accounting polices” in the Management Discussion and Analysis.
      The SEC indicated that a “critical accounting policy” is one which is both
      important to the portrayal of a company’s financial condition and results, and
      requires management’s most difficult, subjective or complex judgments, often as
      a result of the need to make estimates about the effect of matters that are
      inherently uncertain. We believe that the following accounting policies fit
      this
      definition





**Use
      of Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the amounts reported in the financial statements
      and
      accompanying notes. Actual results could differ from those estimates and could
      affect future operating results.





**Equipment**





Equipment
      is recorded at cost, less accumulated depreciation. Depreciation is computed
      using the straight-line method over estimated useful lives of three to five
      years. The straight-line method of depreciation is also used for income tax
      purposes.





**Impairment
      of Long-Lived Assets**





We
      evaluate the recoverability of our equipment, product and website development
      costs and recognize the impairment of long-lived assets in the event the net
      book value of such assets exceeds net realizable value. We evaluate asset
      recoverability at each balance sheet date or when an event occurs that may
      impair recoverability of the asset.





**Revenue
      Recognition**





We
      recognize net revenue when the earnings process is complete, as evidenced
      by:





●
an
      agreement with the customer;


●
      delivery to and acceptance of the product by the customer has
      occurred;


●
the
      amount of the fees to be paid by the customer are fixed or determinable;
      and


●
      collection of these fees is probable





If
      an
      acceptance period is contractually provided, license revenues are recognized
      upon the earlier of customer acceptance or the expiration of that period. In
      instances where delivery is electronic and all other criteria for revenue
      recognition have been achieved,




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the
      product is considered to have been delivered when the customer is provided
      the
      access code to download the software from the internet.





Because
      of possible price fluctuations or technology obsolescence, subscription revenue
      will be deferred and recorded on a monthly basis as earned. Any delivery,
      selling or other costs billed to the customers will be included in net revenue
      and the related delivery, selling or other costs will be included in the cost
      of
      selling subscriptions.





**Deferred
      Revenue**





Deferred
      revenue is primarily comprised of customer deposits for unearned
      subscriptions.





**Product
      Development**





Where
      there is reasonable assurance of recovery, development costs are capitalized.
      Capitalization of costs ceases when the product is available for general release
      to customers. Annual amortization of capitalized costs is the greater of
      amortization computed using the straight-line method over the remaining
      estimated economic life of the product or computed using the ratio of the
      product’s current and anticipated future gross revenue.





**Stock-based
      Compensation Plans**





We
      have
      non-qualified stock-based compensation plans for consultants and directors.
      On
      January 1, 2006, we adopted the fair value recognition provisions of SFAS
      123(R), Stock-Based Compensation. SFAS 123(R) requires all share-based payments
      to employees, including grants of employee stock options, to be recognized
      in
      the financial statements based on their fair value at the date of grant. The
      related compensation expense is recorded at the date of grant (the Company’s
      employee stock options are fully vested at the time of grant) as compensation
      expense. Excess tax benefits, if any, will be recognized as an addition to
      paid-in capital.





Stock-based
      compensation expense for employee stock options has been calculated using the
      Black-Scholes option valuation model. At this time, we are assuming there will
      be no forfeitures.





**Income
      Taxes and Deferred Taxes**





We
      utilize the liability method of accounting for income taxes. Deferred tax
      liabilities or assets are recognized for the expected future tax consequences
      of
      temporary differences between the book and tax bases of assets and liabilities.
      We regularly assess the likelihood that the deferred tax assets will be
      recovered from future taxable income, and a valuation allowance is recorded
      to
      reduce the deferred tax assets to the amount that are believed to be
      realizable.




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A
      full
      valuation allowance on any future tax benefits is being provided until we can
      sustain a level of profitability that demonstrates the ability to utilize these
      assets.





**Basic
      and Diluted Net Loss per Common Share**





Basic
      net
      loss per common share is based on the weighted average number of shares
      outstanding during each year. Diluted net loss per share is computed by dividing
      net loss by the sum of the weighted average number of shares of common stock
      outstanding plus all additional common stock that would have been outstanding
      if
      potentially dilutive common shares related to stock options had been
      issued





Stock
      options were anti-dilutive because they had an exercise price greater than
      the
      average market price during the year or due to the net loss in the first three
      months of 2005 and 2006.





**Certain
      Significant Risks and Uncertainties**





We
      participate in the high technology industry and believe that changes in any
      of
      the following areas could have a material adverse affect on our future financial
      position, results of operations or cash flows: advances and trends in new
      technologies; competitive pressures in the form of price reductions; market
      acceptance of our services; development of sales channels; litigation or claims
      against us based on intellectual property, regulatory or other
      factors.




**Item
      3. Controls and Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of March 31, 2006. This evaluation was carried
      out
      under the supervision and with the participation of our Chief Executive Officer,
      Mr. Marian Munz, and Chief Financial Officer, Mr. William White. Based upon
      that
      evaluation, our Chief Executive Officer and Chief Financial Officer concluded
      that, as of March 31, 2006, our disclosure controls and procedures are
      effective. There have been no significant changes in our internal controls
      over
      financial reporting during the quarter ended March 31, 2006 that have materially
      affected or are reasonably likely to materially affect such
      controls.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC’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
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.




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Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. An internal control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. Further, the design of a control
      system must reflect the fact that there are resource constraints, and the
      benefits of controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Company have been detected. These inherent limitations included
      the realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may
      deteriorate.




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**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to use or have a
      material interest adverse to us.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**





During
      the three month period ended March 31, 2006, we issued 59,609 shares of
      restricted common stock to two consultants for services rendered, valued at
      $84,293.75 (estimated to be the fair value based on the trading price on the
      issuance date). These shares were issued pursuant to 4(2) of the Securities
      Act.
      We did not engage in any general solicitation or advertising. The certificates
      representing the shares were affixed with the appropriate restrictive
      legends.





During
      the three month period ended March 31, 2006, we issued 25,000 shares of
      restricted common stock upon the conversion of a $25,000 convertible promissory
      note by a single creditor.





**Item
      3. Defaults upon Senior Securities**





None





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





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended March
      31, 2006.





**Item
      5. Other Information**





During
      March, 2006, Mr. Robert Jaspar, Mr. Dave Dunn and Mr. David Hotchkiss resigned
      as directors of the Company. As of the date of this report, none of the above
      has indicated an intention to exercise the stock options previously granted
      to
      them





**Item
      6. Exhibits**





**Exhibit
                Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002





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**SIGNATURES**





In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





Date:  May
      15,
      2006






By:    
      /s/ Marian Munz


Marian
      Munz


Title:
      Chief Executive Officer