U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                 Quarterly Report Under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934


                     For the Period ended December 31, 2005

                        Commission File Number 333-127703


                              MYSTICA CANDLE CORP.
                 (Name of small business issuer in its charter)


         Nevada                       3999                      20-3061907
(State of incorporation)      (Primary SIC Number)      (IRS Employer ID Number)


                                136 Bradley Road
                     Salt Spring Island, BC, Canada V8K 1J5
                                  (604)638-2283
          (Address and telephone number of principal executive offices)


                            Michael M. Kessler, Esq.,
                       3436 American River Drive, Suite 11
                              Sacramento, CA 95864
                    Phone: (916)239-4000 Fax: (916) 239-4008
            (Name, address and telephone number of agent for service)

Check whether the registrant (1) has 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 registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

Check whether the registrant is an accelerated filer (as defined in Rule 12b-2
of the Exchange Act). Yes [X] No [ ]

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

There were 1,500,000 shares of Common Stock outstanding as of December 31, 2005.
<PAGE>
                              MYSTICA CANDLE, CORP.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         As of             As of
                                                                       December 31,       June 30,
                                                                          2005              2005
                                                                        -------           -------
<S>                                                                     <C>               <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                  $   756           $ 7,500
                                                                        -------           -------
TOTAL CURRENT ASSETS                                                        756             7,500
                                                                        -------           -------

TOTAL ASSETS                                                            $   756           $ 7,500
                                                                        =======           =======

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Accounts Payable                                                      $   853           $    --
                                                                        -------           -------
TOTAL CURRENT LIABILITIES                                                   853                --

TOTAL LIABILITIES                                                           853                --

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized; 1,500,000 shares issued and outstanding
   as of December 31, 2005 and June 30, 2005)                             1,500             1,500
  Additional paid-in capital                                              6,000             6,000
  Deficit accumulated during the development stage                       (7,597)               --
                                                                        -------           -------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                        (97)            7,500
                                                                        -------           -------
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                $   756           $ 7,500
                                                                        =======           =======
</TABLE>

                       See Notes to Financial Statements

                                       1
<PAGE>
                              MYSTICA CANDLE, CORP.
                          (A Development Stage Company)
                             Statement of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              June 24, 2005
                                           Six Months       Three Months       (inception)
                                             Ended             Ended            through
                                          December 31,      December 31,      December 31,
                                              2005              2005              2005
                                          -----------       -----------       -----------
<S>                                       <C>               <C>               <C>
REVENUES
  Revenues                                $        --       $        --       $        --
                                          -----------       -----------       -----------
      TOTAL REVENUES                               --                --                --

OPERATING COSTS
  Administrative expenses                       5,097             3,015             5,097
  Professional fees                             2,500             1,500             2,500
                                          -----------       -----------       -----------
      TOTAL OPERATING COSTS                     7,597             4,515             7,597
                                          -----------       -----------       -----------

NET INCOME (LOSS)                         $    (7,597)      $    (4,515)      $    (7,597)
                                          ===========       ===========       ===========

BASIC EARNINGS (LOSS)  PER SHARE          $     (0.01)      $     (0.00)
                                          ===========       ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                  1,500,000         1,500,000
                                          ===========       ===========
</TABLE>

                       See Notes to Financial Statements

                                       2
<PAGE>
                              MYSTICA CANDLE, CORP.
                          (A Development Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
            From June 24, 2005 (Inception) through December 31, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                      Deficit
                                                                                    Accumulated
                                                            Common     Additional      During
                                                Common      Stock       Paid-in     Development
                                                Stock       Amount      Capital        Stage        Total
                                                -----       ------      -------        -----        -----
<S>                                           <C>          <C>           <C>         <C>           <C>
BALANCE, JUNE 24, 2005                              --      $   --       $   --       $    --      $    --

Stock issued for cash on June 24, 2005
@ $0.005 per share                             750,000         750        3,000                      3,750

Stock issued for cash on June 24, 2005
@ $0.005 per share                             750,000         750        3,000                      3,750
                                             ---------      ------       ------       -------      -------
Net loss, June 30, 2005                                                                                 --

BALANCE, JUNE 30, 2005                       1,500,000      $1,500       $6,000       $    --      $ 7,500
                                             ---------      ------       ------       -------      -------
Net loss,  December 31, 2005                                                           (7,597)      (7,597)

BALANCE, DECEMBER 31, 2005                   1,500,000      $1,500       $6,000       $(7,597)     $   (97)
                                             =========      ======       ======       =======      =======
</TABLE>

                       See Notes to Financial Statements

                                       3
<PAGE>
                              MYSTICA CANDLE, CORP.
                          (A Development Stage Company)
                             Statement of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                    June 24, 2005
                                                                  Six Months       Three Months      (inception)
                                                                    Ended             Ended            through
                                                                 December 31,      December 31,      December 31,
                                                                     2005              2005              2005
                                                                   -------           -------           -------
<S>                                                                <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                $(7,597)          $(4,515)          $(7,597)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
  Changes in operating assets and liabilities:
  Increase (decrease) in accounts payable                              853               853               853
                                                                   -------           -------           -------
      NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES           (6,744)           (3,662)           (6,744)

CASH FLOWS FROM INVESTING ACTIVITIES

      NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES               --                --                --

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                --                --             7,500
                                                                   -------           -------           -------
      NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES               --                --             7,500
                                                                   -------           -------           -------

NET INCREASE (DECREASE) IN CASH                                     (6,744)           (3,662)              756

CASH AT BEGINNING OF PERIOD                                          7,500             4,418                --
                                                                   -------           -------           -------
CASH AT END OF PERIOD                                              $   756           $   756           $   756
                                                                   =======           =======           =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during year for:
    Interest                                                       $    --           $    --           $    --
                                                                   =======           =======           =======
    Income Taxes                                                   $    --           $    --           $    --
                                                                   =======           =======           =======
</TABLE>

                       See Notes to Financial Statements

                                       4
<PAGE>
                              MYSTICA CANDLE CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2005


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Mystica Candle Corp. (the Company) was incorporated  under the laws of the State
of Nevada on June 24, 2005. The Company's  principal  products are the soy-blend
wax candles. The Company plans to manufacture,  market,  distribute and sell the
soy-blend wax candles.

The  Company  is in the  development  stage.  Its  activities  to date have been
limited to capital formation, organization, and development of its business plan
and a target customer market. The Company has not commenced operations.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a June 30, year-end.

B. BASIC EARNINGS PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective June 24, 2005 (inception).

Basic net loss per share  amounts is computed  by  dividing  the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

C. CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

D. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

                                       5
<PAGE>
                              MYSTICA CANDLE CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2005


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

D. INCOME TAXES (CONTINUED)

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated net losses of
$7,597  during the period from June 24, 2005  (inception)  through  December 31,
2005. This condition  raises  substantial  doubt about the Company's  ability to
continue as a going concern.  The Company's  continuation  as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be  required  and  ultimately  to  attain  profitability.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Management  plans to raise  additional  funds through debt or equity  offerings.
Management's  current plan includes a SB-2 registration  statement with the U.S.
Securities and Exchange  Commission of 1,000,000 shares of common stock for sale
at $.05 per share to raise capital of $50,000 to implement  their business plan.
Without the ability to raise capital the Company may be hard pressed to continue
their research and development of the candle making production and may give rise
to the assessment of substantial  doubt about the Company's  ability to continue
as a going  concern.  In the  immediate  future  the  Company's  directors  have
verbally agreed to loan the company funds to complete the registration. There is
no guarantee that the Company will be able to raise any capital  through this or
any other offerings.

NOTE 4. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common.

                                       6
<PAGE>
                              MYSTICA CANDLE CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2005


NOTE 5. RELATED PARTY TRANSACTION

The Company  neither  owns nor leases any real or personal  property.  Beginning
August 1, 2005 the Company has paid Jon Suk, a director,  $100 per month for use
of office space and  services.  The  officers  and  directors of the Company are
involved in other business activities and may, in the future, become involved in
other business  opportunities as they become available,  such persons may face a
conflict in selecting  between the Company and their other  business  interests.
The Company has not formulated a policy for the resolution of such conflicts.

NOTE 6. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On 24, 2005 the Company  issued 750,000 shares of common stock to a director for
cash valued at $0.005 per share.

On 24, 2005 the Company  issued 750,000 shares of common stock to a director for
cash valued at $0.005 per share.

As of December 31, 2005 the Company had 1,500,000  shares of common stock issued
and outstanding.

NOTE 7. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of December 31, 2005:

Common stock, $ 0.001 par value: 75,000,000 shares authorized;  1,500,000 shares
issued and outstanding.

                                       7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

We are still in our development stage and have generated minimal revenues to
date.

We incurred operating expenses of $4,515 and $7,597 for the three month and six
month periods ended December 31, 2005. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business and the preparation and filing of our periodic reports.

Our net loss for the three and six months ended December 31, 2005 was $4,515 and
$7,597, respectively. Since we have only been incorporated since June 24, 2005,
no comparisons are included in this report to previous years.

Cash provided by financing activities for the three and six months ended
December 31, 2005 was $7,500 resulting from the sale of common stock to our
directors, Mr. Suk and Ms. Sikorski, who each purchased 750,000 shares of our
Common Stock at $0.005 per share on June 24, 2005.

In order to achieve our business plan goals, we will need the funding from the
offering of registered shares pursuant to our SB-2 Registration Statement filed
with the SEC under file number 333-127703 which became effective on January 10,
2006.

Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.

LIQUIDITY AND CAPITAL RESOURCES

We expect that we will only be able to complete the first five months of our
business plan without additional funds. In order to fully implement our business
plan for the remaining 7 months we would require $37,000. If we are unable to
receive funding from the offering of our shares we would postpone our
cost-intensive plans such as renovations, furniture and equipment purchases,
travel and trade shows and advertising while we investigate alternative funding.
Our directors have verbally agreed to loan the company funds to continue
operations in a limited scenario until sales will support operations, but we
will require full funding to implement our complete business plan. We currently
have no plans to hire additional employees in the next twelve months unless
sales are sufficient to cover the cost.

OFF-BALANCE SHEET ARRANGEMENTS

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

                                       8
<PAGE>
COMPLETED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS

AUGUST 2005:

We researched candle making production, including using colors and scenting soy
wax with essential oils. We identified suppliers for all materials and source
containers and packaging. We designed a logo and labels. Ms. Candace Sikorski,
one of our directors, conducted competitive market research, by visiting the
Alberta Gift Show in Edmonton, August 14-17, and gift shops as well as internet
research. We purchased and tested candles deemed to be in a similar target
market, for competitive research. The domain name mysticacandle.com was secured
by Jon Suk. Budget: Rent $100, R&D $200 - Total $300

SEPTEMBER 2005:

We placed orders for producing prototypes for soy wax, essential oils, wicks and
containers. Ms. Sikorski produced six prototypes based on various scent blends
in lidded glass containers and test marketed these prototypes at the Salt Spring
Island Artists market and for consignment at Rainbow Road Trading on Salt Spring
Island and Changes Consignment Clothing in Vancouver. Budget: Rent $100,
Accounting & Legal $1,000 - Total $1,100

OCTOBER 2005:

Ms. Sikorski continued test production of prototypes based on consumer response.
Feedback was received regarding candle scents and packaging. Production of 5
scent formulations was completed for further test marketing at upcoming seasonal
art and craft Christmas markets on Salt Spring Island:

Candles produced with the following scent types:
Lavender Bergamot Candles
Pink Grapefruit Lime Candles
Peppermint Vanilla Candles
Blackcurrant Orange Candles
Ginger Lime Candles

We have researched over the internet, online stores that market and sell similar
products:

Key Competitors:
Soy Candle Heaven: www.ambiancecandles.com
Ergo Candle: www.ergocandle.com
Aroma Natureals www.aromanaturals.com
Shadow and Light Candles www.sensia.com

Research has shown low penetration in the market in Canada of online shops for
soy wax candles. Competitive market research online has identified packaging as
a key element. Local shops on Salt Spring Island were visited to research
competitive products where we generally found products of lower grade than our
prototypes, supporting our plans to market our product as a premium candle.

The results of research conducted will be used to help design our corporate
website, planned online store and shopping cart. During tests conducted in

                                       9
<PAGE>
October certain wax types demonstrated undesirable characteristics with respect
to container adhesion and thus unsuitable for candle production. Further
research was conducted to source alternative materials in order to be able to
produce marketable candles. As test production of the candles resulted in some
of the inventory of raw materials being deemed unusable, we replenished our
stock of raw materials from our selected suppliers:

Canwax: www.canwax.com
      Soy wax, Natural Wicks with no metal core, Containers,
      Burning Container Labels

Mayers Packaging: www.mayerspackaging.com
      Boxes for candles

Dunwoody Booth Packaging: www.dunwoodybooth.com
      Packaging materials

Rainbow Road Trading: www.rainbowroadtrading.com
      Essential and botanical oils

Completed label design for prototype candles
Completed insert card design for prototype candles

Budget: Rent $100, R&D $300 - Total $400

NOVEMBER 2005:

Ms. Sikorski took product photographs for our corporate website using our
prototypes. Mr. Suk designed and launched the website at www.mysticacandle.com.
Budget: Rent $100 - Total $100

DECEMBER 2005:

Mr. Suk began optimizing our website with keywords and links. Ms. Sikorski began
to produce products in small quantities intended for local sales outlets. She
also attended Christmas Season artists markets on Salt Spring Island. Budget:
Rent $100, Advertising and Marketing $250, Inventory & Supplies $250, Accounting
& Legal $1,000 - Total $1,600

JANUARY 2006:

Ms. Sikorski continued to produce and ship products, as our production capacity
is limited she concentrated on local sales outlets and interest from the
website. Budget: Rent $100, Office & Administration $200 - Total $300

PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS

The following criteria for the milestones are based on management's estimates
only. The number of candles we plan to have manufactured for our inventory and
the other projected milestones are approximations only and subject to adjustment
based on costs and needs. In addition to the monthly expense amounts budgeted we
have set aside $3,500 in working capital.

                                       10
<PAGE>
FEBRUARY 2006:

Mr. Suk will design, program and launch our online store with a secure shopping
cart. Ms. Sikorski will design and print labels and packaging. A product
brochure will also be designed and produced. In order to be able to produce our
candles at quantity and pursuant to the availability of funding, we will begin
to prepare a dedicated facility for candle making production. Mr. Suk will
coordinate the conversion of a double garage to include a space for production,
storage, administration and a showroom. The conversion will include installation
of laminate/wood flooring over existing concrete, drywall installation,
electrical outlets, heating and proper lighting. A proper door and additional
windows will need to be installed. Cabinets, shelving and countertops for
storage and production will be built and a showroom and separate area for
administration will be included. The office space will need telephone, computer,
fax and accessories. The company must raise investment capital in order to fund
facility renovations and purchase equipment. If the company is not able to raise
investment capital, it will only be able to maintain production at a level
consistent with the prior months and may not be able to meet market demand for
our products. Mystica Candle will be represented at the Alberta Gift Show, open
to retail trade. Product labels and brochure design can proceed without
prerequisites as they can be designed with prototype products. However, without
investment capital, the labels and brochures cannot be brought to print
production and will adversely affect our ability to produce and market our
planned products at high volume, and our ability to prepare for and attend trade
shows. Budget: Rent $100, Advertising & Marketing $1,750, Inventory & Supplies
$500, Travel & Trade Shows $3,500, Renovations $10,000, Office Equipment &
Furniture $2,000, Insurance $650, Office & Administration $100 - Total $18,600

MARCH 2006:

Ms. Sikorski plans to expand our local exposure by sending samples of our
products to specialty home and gift retailers in our target market such as
Liberty, in the Vancouver and Victoria area. Mystica Candle will be represented
at the Vancouver Gift Show, open to retail trade. Production facility renovation
will be ongoing.

To support internet store sales, keyword advertising campaigns will be conducted
by Mr. Suk via Google and other online outlets. Our products will now be made
available for shipping to online customers in Canada and the U.S. Investment
funding and renovated production facilities must be in place before the company
can expand its marketing efforts. If the company is not able to raise capital,
the online store cannot be supported by keyword advertising campaigns, and would
negatively affect our ability to attend trade shows and to ship samples of our
product to retailers as our product inventory must be committed to orders from
the online store and established retail sales channels. Budget: Rent $100,
Inventory & Supplies $500, Advertising & Marketing $1,000, Travel & Trade Shows
$2,500, Accounting & Legal $1,000, Office & Administration $100 - Total $5,200

APRIL 2006:

Ms. Sikorski will operate booths at local artist/craft markets and the Salt
Spring Island Saturday Artists Market. Depending on order/production
requirements a part-time production assistant may be needed to help manufacture

                                       11
<PAGE>
candles, take and fulfill orders, order supplies and perform general office
duties. We would only hire the assistant if revenues allowed for the expense as
we have not designated any proceeds from this offering for salaries. Investment
funding is a prerequisite to continued advertising and marketing and a lack
thereof will negatively affect our ability to establish a market for our
products. Budget: Rent $100, Inventory & Supplies $750, Office & Administration
$150, Advertising & Marketing $1,000 - Total $2,000

MAY 2006:

We will continue to develop new scent blends and production will be on an
on-going basis to fill demand and build a supply of readily available inventory.
Our Salt Spring Island Saturday Artists Market booth will be maintained
throughout the spring and summer seasons. Investment funding is a prerequisite
to continued advertising and marketing. Budget: Rent $100, Advertising &
Marketing $1,000, Inventory & Supplies $750, Office & Administration $150 -
Total $2,000

JUNE 2006:

Ms. Sikorski will begin a direct marketing campaign to contacts made at trade
shows by mailing product brochures to retailers in our target markets. Follow-up
communication will be done via e-mail and/or phone. Investment funding is a
prerequisite to continued advertising and marketing. Budget: Rent $100,
Advertising & Marketing $1,000, Inventory & Supplies $1,000, Accounting & Legal
$1,500, Office & Administration $150 - Total $3,750

JULY 2006:

Ms. Sikorski will run booths at local artist/craft markets on Salt Spring Island
and also expand to the Sidney Night Market and the Victoria Government Street
Sunday Market. We plan to continue expansion of retail outlets for the candles
in Canada and the U.S. through direct marketing and consignment. Planned
expansion of retail outlets in Canada and the U.S. without investment funding to
support advertising and marketing would adversely affect our ability to have a
presence at trade shows. Without capital investment the company may not be able
to generate sufficient revenue to sustain operations and meet financial
obligations into the future. Budget: Rent $100, Advertising & Marketing $1,000,
Inventory & Supplies $1,250, Travel & Trade Shows $2,000, Insurance $650, Office
& Administration $150 - Total $5,150

CRITICAL ACCOUNTING POLICIES

The un-audited financial statements as of December 31, 2005 included herein have
been prepared without audit pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with general
accepted accounting procedures have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. It is suggested that these financial statements be read in
conjunction with our June 30, 2005 audited financial statements and notes
thereto, which can be found in our Form SB-2 Registration Statement on the SEC
website at www.sec.gov under our SEC File Number 333-127703.

                                       12
<PAGE>
Management's discussion and analysis of our financial condition and results of
operations are based on the financial statements which are prepared in
accordance with accounting principles generally accepted in the United States of
America (GAAP). The preparation of such financial statements requires Management
to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosure of contingent assets
and liabilities. On an ongoing basis, Management will evaluate its estimates and
will base its estimates on historical experience, as well as on various other
assumptions in light of the circumstances surrounding the estimate, and the
results will form the basis in making judgments about the carrying values of our
assets and liabilities that are not readily apparent from other sources. It
should be noted, however, that actual results could materially differ from the
amount derived from Management's estimates under different assumptions or
conditions.

Loss per share is computed using the weighted average number of common stock
outstanding during the period. Diluted loss per share is computed using the
weighted average number of common and potentially dilutive common stock
outstanding during the period reported.

Revenues are recognized as the orders are finalized and shipped, in accordance
with the terms of our agreements. We will also determine a reasonable allowance
for refunds based on the experience we generate and should a high likelihood or
occurrence of refund requests take place. We do not believe that there are
realistic alternatives to our revenue recognition policy given the short period
of service delivery and the requirement to deliver completed products to our
customers. We do not believe there is significant risk of recognizing revenue
prematurely since our sales process is standardized, the earnings process is
short and no single order is expected to account for a significant portion of
our revenue.

Inventories are stated at the lower of cost or market, cost being determined on
the first in, first out (FIFO) basis.

Our Management does not believe that any recently issued, but not yet effective
accounting standards if currently adopted, would have a material effect on the
our current financial statements.

ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods

                                       13
<PAGE>
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have no identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

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<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-127703, at the SEC
website at www.sec.gov:

      Exhibit No.                       Description
      -----------                       -----------
         3.1        Articles of Incorporation*
         3.2        Bylaws*
         31.1       Sec. 302 Certification of Principal Executive Officer
         31.2       Sec. 302 Certification of Principal Financial Officer
         32.1       Sec. 906 Certification of Principal Executive Officer
         32.2       Sec. 906 Certification of Principal Financial Officer

There were no reports filed on Form 8-K during the quarter ended December 31,
2005.

                                   SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


February 9, 2006                    By: /s/ Jon Suk
                                       --------------------------------
                                       Jon Suk, Director, President and
                                       Principal Executive Officer


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


February 9, 2006                    By: /s/ Jon Suk
                                       --------------------------------
                                       Jon Suk, Director, President and
                                       Principal Executive Officer


February 9, 2006                    By: /s/ Candace Sikorski
                                       --------------------------------
                                       Candace Sikorski, Director, Treasurer,
                                       Chief Financial Officer and Principal
                                       Accounting Officer

                                       15