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

                                   FORM 10-KSB

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended January 31, 2006

                        Commission File Number 333-124304


                             MILK BOTTLE CARDS INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                <C>                     <C>
          Nevada                                   2771                    20-1904354
(State or other jurisdiction               (Primary Standard             (IRS Employer
of incorporation or organization)      Industrial Classification       Identification No.)
                                              Code Number)
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                          127 East 18th Ave., Vancouver
                        British Columbia, Canada, V5V 1E4
                             Telephone 604 733 6194
                                Fax 604 733 6195
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]


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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [X]

As of January 31, 2006, the registrant had 3,000,000 shares of common stock,
$0.001 par value, issued and outstanding. No market value has been computed
based upon the fact that no active trading market had been established as of
January 31, 2006.

                      DOCUMENTS INCORPORATED BY REFERENCE
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                               TABLE OF CONTENTS

PART I
Item 1.  Description of Business                                              3
Item 2.  Description of Property                                             13
Item 3.  Legal Proceedings                                                   13
Item 4.  Submission of Matters to a Vote of Securities Holders               13

PART II
Item 5.  Market for Common Equity, Related Stockholder Matters and
         Small Business Issuer Purchases of Equity Securities                13
Item 6.  Management's Discussion of Analysis or Plan of Operation            14
Item 7.  Financial Statements                                                20
Item 8.  Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure                                                30
Item 8A. Controls and Procedures                                             30

PART III
Item 9.  Directors, Executive Officers, Promoters and Control Persons        30
Item 10. Executive Compensation                                              31
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                     32
Item 12. Certain Relationships and Related Transactions                      33
Item 13. Exhibits                                                            33
Item 14. Principal Accountant Fees and Services                              33

Signatures                                                                   33

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                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS

GENERAL INFORMATION

Milk Bottle Cards Inc. was incorporated under the laws of the State of Nevada on
November 19, 2004 for the purpose of producing, distributing and marketing a
collection of greeting cards. We have commenced operations and the development
of our greeting card business. We maintain our business office at 127 East 18th
Ave., Vancouver, British Columbia, V5V 1E4 Canada, in the home of Nicole
Milkovich, our President, which we use on a rent-free basis.

As of January 31, 2006 we had generated $476 in revenues. We have been issued an
opinion by our auditor that raises substantial doubt about our ability to
continue as a going concern based on our current financial position.

We have a total of 100,000,000 authorized common shares with a par value of
$0.001 per share and 3,000,000 common shares issued and outstanding as of
January 31, 2006.

We have completed a form SB-2 Registration Statement under the Securities Act of
1933 with the U.S. Securities and Exchange Commission registering 1,000,000
shares of our common stock in connection with an offering of the 1,000,000
shares at a price of $0.025 per share. As of September 20, 2005, we completed
the offering and raised a total of $25,000 on the issuance of the 1,000,000
shares.

On January 5, 2006 our common stock shares were approved for trading on the
Over-the-Counter Bulletin Board under the symbol MBTL.

INDUSTRY BACKGROUND

The custom of sending greeting cards can be traced back to the ancient Chinese,
who exchanged messages of good will to celebrate the New Year, and to the early
Egyptians, who conveyed their greetings on papyrus scrolls. Handmade paper
greeting cards were being exchanged in Europe sometime in the 13th Century. The
Germans are known to have printed New Year's greetings from woodcuts as early as
1400, and handmade paper Valentines were being exchanged in various parts of
Europe in the early to mid-1400s. By the 1850s, the greeting card had been
transformed from a relatively expensive, handmade and hand-delivered gift to a
popular and affordable means of personal communication, due largely to advances
in printing and mechanization, as well as the introduction of the postage stamp.

Louis Prang, a German immigrant who started a small lithographic business near
Boston in 1856, is generally credited with the start of the greeting card
industry in America. In 1875, he introduced the first complete line of Christmas
cards to the American public but by the 1890s, cheap imitative import cards
entered the American market, eventually forcing Prang to abandon his greeting
card publishing business.

In the early 1900s, the domestic business climate for greeting cards increased
and a number of today's leading publishers were founded. Following World War I,
new publishers continued to enter the field and increased competition produced

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important innovations in printing processes, art techniques and decorative
treatments for greeting cards. During World War II, the greeting card industry
flourished during the war effort, helping the government sell war bonds and
providing cards for the soldiers overseas.

Since the 1980s, alternative cards - cards not made for a particular holiday or
event - gained in popularity. Explosive growth in electronic technology, and the
adoption of the Internet, gave birth to the electronic greeting card or "E-card"
in the late 1990s. The development of this entirely new medium for card-sending
served to further expand the industry, producing new E-card publishers as well
as E-greeting card offerings by traditional greeting card publishers.

PRINCIPAL PRODUCTS AND THEIR MARKETS

We intend to operate our business in a two-pronged manner. We produce quality
handmade greeting cards and then sell those products through a variety of
distribution channels, both wholesale and retail.

We retail our greeting card line through an online store on our website at
www.milkbottlecards.com, at craft shows and home parties. We also wholesale our
greeting cards to small gift and card stores and flower stores, either by
selling direct or by consigning cards to them. We launched a preliminary website
on May 15, 2005 and are currently designing the pages for future use with our
online store. We expect to have our full series of cards on our website by June
30, 2006. We are also increasing the number of hand painted cards in our
inventory so they will be available for immediate purchase on our website.

INITIAL GREETING CARD LINE

Our initial greeting card collection falls into two categories: (1) everyday
greeting cards, including Birthday, Anniversary and Get Well; and (2) seasonal
cards, including Christmas, Valentine's Day, Mother's Day and Father's Day. In
addition, we produce hand painted blank greeting cards so the purchaser is able
to customize the card to any occasion. We are currently working on multiple
series' of cards that utilize the same theme but within each theme we will have
cards for birthdays, weddings, baby showers, anniversaries, etc. We expect to
have the new cards available for sale in June 2006.

We believe that our printed greeting cards are unique and appealing, because we
use different types of paper stock in the manufacturing of the cards than are
currently seen in the marketplace. In addition, we cut and paste together the
different types of paper stock, as well as use other design features: bows,
ribbons, buttons and other decorative trinkets that we feel gives the cards an
appealing and unique appearance. Each of our hand painted cards is individually
painted and is unique with the use of different paper stock, color and tonal
selection, as well as design.

We currently manufacture our cards in two ways -- Printed and Hand Painted. The
printed cards are printed in our office using an ink-jet printer and sprayed
with a sealer to protect the surface. The hand painted cards is painted on
high-quality watercolor paper. The approximate cost of producing an average card
will be $1.00 to $1.40, depending on which technique is used. This cost is
expected to drop once we start to purchase supplies in larger quantities. We
currently intend to sell our cards to retailers for $2.50 to $3.50, resulting in
a retail price to the end consumer of $4.95 to $6.95 each, which is
competitively priced within the industry. We will maintain this retail price
range of $4.95 to $6.95 per card when selling direct to the consumer through our
website, craft shows and through home parties. The cards are stamped on the back
with our company logo and website address to ensure a unique feel of the product

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and a brand awareness, which we hope will eventually lead customers to our
website for repeat sales. The cards are individually wrapped in cellophane
sleeves with coordinating envelopes.

Printed Cards are limited edition printed greeting cards. The technique for
these cards is for the design to be collaged, scanned and then printed in small
batches for a series of cards based on the trends of the seasons; utilizing
different colors, patterns, textures and themes.

Hand Painted Cards are one-of-a-kind designed cards painted on high quality
watercolor paper, with matching envelopes.

We will continue to experiment with different card-making techniques and
materials, varying the themes, patterns and colors that we feel the public will
want to purchase. As new designs are developed, new cards will be added to our
collection, while poor selling cards will be eliminated.

MARKET ANALYSIS

Initially, we are endeavoring to sell our greeting cards regionally throughout
the Vancouver area of British Columbia, Canada. We are attempting to wholesale
and/or consign our line to gift stores, card stores and flower stores, seeking
to ultimately have 3 gift stores, 6 card stores and 3 flower stores carrying and
displaying our card collection. Preliminary discussions have taken place with a
flower retailer and gift retailer to display and sell our cards in their
establishments on a consignment basis. In addition, Milk Bottle Cards are
currently available in a home accessories retail store in Vancouver on a
consignment basis. We will continue to identify distinct establishments that
cater to higher income individuals who are interested in buying greeting cards
that are hand made, unique in design and that are not mass produced. In addition
to extensively marketing and establishing a presence in the Vancouver area, we
also intend to sell our greeting cards over the Internet, thereby increasing the
possibility of expanding our geographic markets throughout North America.

As we establish our operations and expand our inventory of initial cards, we
intend to expand our geographic coverage for our wholesale business, as well. We
may also be able to expand our geographic coverage for certain aspects of our
retail sales beyond Internet exposure and sales, such as through gift and home
living shows in other regions.

According to statistics disclosed by the Greeting Card Association
(www.greetingcard.org), U.S. consumers purchase approximately 7 billion greeting
cards each year, generating nearly $7.5 billion in retail sales. More than 90
percent of all U.S. households buy greeting cards, with the average household
purchasing 30 individual cards in a year. The average person receives more than
20 cards per year, about one-third of which are birthday cards. The most popular
Everyday cards are Birthday (60%), Anniversary (8%), Get Well (7%), Friendship
(6%), and Sympathy cards (6%). The most popular Seasonal cards are Christmas
(60%), Valentine's Day (25%), Mother's Day (4%), Easter (3%), and Father's Day
(3%) cards. Even though such statistical data is unavailable in Canada, we
believe that the market is similar to the U.S.

COMPETITION

Competition for our greeting card collection comes from two distinct groups of
producers of greeting cards. The first group is the large multinational
corporations who have traditionally mass produced greeting cards for the
consumer market and are the leaders in the industry. The second group contains

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smaller companies focusing on different niche segments within the greeting card
market, as well as individuals or small organizations producing small volumes of
hand made greeting cards.

Our major competitors will be the large multinational greeting card companies,
which include Hallmark Cards Inc., American Greetings Corporation, Taylor
Corporation, 123greetings.com Inc. and CSS Industries, Inc. These companies tend
to mass produce greeting cards for the consumer market and have been quite
successful in doing so. In addition to traditional paper based greeting cards,
many of these companies have developed divisions that provide online greeting
cards, wedding invitations, birth announcements, etc., as well as different
seasonal offerings that might include gift wrap, ribbons and bows. These
companies have extensive resources for development, manufacturing, marketing,
distribution and sales of their greeting card collections and associated product
offerings. While these multinationals mass produce and distribute their cards
throughout North America, we believe that there is still room in the industry to
target market those consumers who do not want mass produced greeting cards, but
would rather have a more unique and hand made greeting card.

There are also a large number of individuals and small organizations producing
small volumes of hand made greeting cards for distribution and sale to specialty
shops, including card and gift shops, flower shops as well as through the
Internet. There are no significant barriers to entry into the greeting card
industry, virtually any motivated individual could commence a business and start
designing, manufacturing and selling greeting cards immediately. We feel that we
can successfully compete in this small, handmade segment of the industry quite
effectively with our unique, handmade card designs and verses.

We believe that the key factors for our success will be to design a unique and
appealing collection of greeting cards, utilize quality paper and competitive
pricing. We also focus on selling our greeting cards to markets we target that
specialize in carrying handmade and specialty greeting cards. Establishing the
"Milk Bottle Cards" brand name will be essential to the success of our company.
We will need to continually reinforce to the consumer that our greeting cards
are unique, high quality, of good value and are readily available for purchase.
We believe that consumers will develop into repeat customers if we can continue
to deliver on these key factors. By aggressively focusing on several different
sales channels, we feel that we will be able to build up our brand name, which
will assist us in competing in the very competitive greeting card industry.

SALES AND DISTRIBUTION METHODS

We market our products both to wholesale and retail distributors in a number of
different ways. We have focused initially on targeting and wholesaling, or
consigning, when necessary to familiarize customers with our brand name, to
small gift shops, card stores and flower stores. We also plan to retail our
products through parties hosted by individuals, at gift and home living shows,
and via an online Internet store on our website at www.milkbottlecards.com.

Using direct marketing and sales, we will sell our product to small gift shops,
card stores and flower stores. As the market for greeting cards is quite
competitive, we feel that we may initially have to offer consignment terms to
potential customers. Once we start to establish our brand name, however, and
begin generating revenues, we will be in a stronger position and will no longer
need to offer consignment terms for our cards.

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We also plan to generate direct sales at parties hosted by individuals who will
receive a 20% commission on all products sold at the party. The host of the
party will invite individuals by word of mouth or through invitations, such as
has historically been done with Tupperware and MaryKay Cosmetics, as well as
many other companies. This method tends to keep costs associated with this form
of sale to a minimum. When funds are available and we are ready to expand into
this form of marketing and sales, we intend to place ads in local newspapers and
handouts.

As funds allow, we also plan to attend local gift and home living shows where it
we will display and sell our products. This method will also keep sales costs
fairly low; however, as there are not that many such shows, the amount of sales
from this method is not expected to be significant.

We are currently in the process of building our website to host an online store
at www.milkbottlecards.com, where our greeting card collection can be viewed,
purchased and shipped. Due to the high cost of shipping, we plan to initially
only make our products available within North America and there will be a
minimum order size of twelve cards. We are currently developing a user friendly
interactive web site where consumers can view the greeting cards, order the
cards and provide shipping information. As Internet usage continues to grow and
online purchases become much more commonplace, it is expected that we will
incorporate online credit card purchases and Internet sales will become an
inexpensive and effective way for us to sell our greeting cards.

We intend to use our website as not only an online store, but a marketing tool
as well. The website will contain pictures and information about all of our
greeting cards. We will attempt to strategically place the website on many
different and popular search engines. We will attempt to drive traffic to our
website using direct email marketing campaigns, starting with friends, family
and business associates. Our greeting cards will be wrapped in clear plastic
covers and stickers with Milk Bottle Cards used to seal them. This will continue
to reinforce the Milk Bottle Cards brand name and be consistent with the
website.

SOURCES AND AVAILABILITY OF PRODUCTS

We currently purchase our supplies from two primary sources: CardBlanks.com, of
Victoria, British Columbia, and Opus Framing of Vancouver, British Columbia. We
do not have any written contracts with these suppliers yet and are on a cash
purchase basis at this time. Once our business is established and our inventory
increases, we intend to shop for better prices based on larger lot purchases of
paper and inks used in our card making process. All of the materials and
supplies used in our card making process are readily available from many
different suppliers and, if and when necessary, we will be able to substitute
our current suppliers if certain supplies we need are unavailable or if we are
able to obtain better quality and better prices for the supplies we use.

EQUIPMENT

Ms. Nicole Milkovich, an officer and director, currently provides the usage of
computer and technical equipment for the development and manufacturing of the
greeting card collection, on a rent-free basis. This equipment consists of an
Apple Macintosh PowerBook G4 computer, an Epson Ink Jet printer and an Agfa
scanner. We anticipate that this equipment will be sufficient to develop our
business operations into the foreseeable future; however, if there is high
initial demand for our greeting cards, we will require an additional printer. We
estimate that we can purchase an additional printer for approximately $300, as
well as a fax machine for approximately $300, a laminating machine for
approximately $300 and a paper cutter for approximately $100. We are responsible

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for purchasing all the assorted inks, paper and supplies associated with the
development of the greeting cards and reimburse Ms. Milkovich for such costs and
expenses incurred on our behalf.

PATENTS AND TRADEMARKS

We do not currently have any patent or trademark protection. If we determine it
is feasible to file for such trademark protection, we still have no assurance
that doing so will prevent competitors from using the same or similar names,
marks, concepts or appearance.

GOVERNMENT AND INDUSTRY REGULATION

Regulation of Internet - Websites are not currently subject to direct federal
laws or regulations applicable to access, content or commerce on the Internet.
However, due to the increasing popularity and use of the Internet, it is
possible that a number of laws and regulations may be adopted with respect to
the Internet covering issues such as:

     *    user privacy
     *    freedom of expression
     *    pricing
     *    content and quality of products and services
     *    taxation
     *    advertising
     *    intellectual property rights
     *    information security

The adoption of any such laws or regulations might decrease the rate of growth
of Internet use, which in turn could decrease the demand for our services,
increase the cost of doing business or in some other manner have a negative
impact on our business, financial condition and operating results. In addition,
applicability to the Internet of existing laws governing issues such as property
ownership, copyrights and other intellectual property issues, taxation, libel,
obscenity and personal privacy is uncertain. The vast majority of the laws were
adopted prior to the advent of the Internet and related technologies and, as a
result, do not contemplate or address the unique issues of the Internet and
related technologies.

We will abide by all copyright laws and will ensure that any copyrighted
information that is provided on our website or included in any or our greeting
card offerings has received approval from the source of the copyright
information. When using the information provided or refurbished from other
sources and to protect us from any potential intellectual property claims, we
will endeavor to obtain all necessary consents prior to the use of the sources
and will reference the sources to give full credit where it is due.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, we have no employees, other than, Nicole Milkovich and Carlos
Bolbrugge, our officers and director, who will not be compensated for their
services until such time as we become profitable. At such time, our Board of
Directors will determine the amount of compensation that will be paid to our
officers and directors, if any. Ms. Milkovich devotes approximately 20 hours per

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week of her time to our operations and Mr. Bolbrugge devotes approximately 5
hours per week. Nicole's duties will be to handle our day-to-day operations and
Carlos assists Nicole on an as- needed basis. Ms. Milkovich and Mr. Bolbrugge do
not have employment agreements with us. We presently do not have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, we may adopt plans in the future. There are presently no
personal benefits available.

REPORTS TO SECURITY HOLDERS

We provide an annual report that includes our audited financial information to
our shareholders upon written request. We will make our financial information
equally available to any interested parties or investors through compliance with
the disclosure rules of the Securities Exchange Act of 1934. We are subject to
disclosure filing requirements including filing a Form 10-KSB annually and Form
10-QSB quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event our obligation to file such
reports is suspended under the Exchange Act.

The public may read and copy any materials that we file with the Securities and
Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC.

RISK FACTORS

SINCE WE ARE A DEVELOPMENT STAGE COMPANY, HAVE GENERATED LIMITED REVENUES AND
LACK AN OPERATING HISTORY, AN INVESTMENT IN OUR SHARES IS HIGHLY RISKY AND COULD
RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR
BUSINESS PLANS.

Our company was incorporated in November 2004; we have just recently commenced
the development of our greeting card collection; we have realized $476 in
revenues; and have an accumulated deficit of $18,541 since inception. We have no
operating history upon which an evaluation of our future prospects can be made.
Such prospects must be considered in light of the substantial risks, expenses
and difficulties encountered by new entrants into the highly competitive
greeting card industry. Our ability to achieve and maintain profitability and
positive cash flow is highly dependent upon a number of factors, including our
ability to attract and retain customers for our greeting cards, while keeping
costs to a minimum. Based upon current plans, we expect to incur operating
losses in future periods as we incur expenses associated with the initial
startup of our business. Further, we cannot guarantee that we will be successful
in realizing revenues or in achieving or sustaining positive cash flow at any
time in the future. Any such failure could result in the possible closure of our
operations or force us to seek additional capital through loans or additional
sales of our equity securities to continue business operations, which would
dilute the value of any shares you purchase.

WE ARE TOTALLY DEPENDENT ON THE PROCEEDS FROM OUR OFFERING TO IMPLEMENT OUR
BUSINESS PLANS. WE DO NOT HAVE ANY OTHER SOURCES OF FUNDING AND MAY BE UNABLE TO
FIND ANY SUCH FUNDING, IF AND WHEN NEEDED, WHICH COULD SEVERELY LIMIT ANY
POSSIBLE REVENUES AND RESULT IN A FAILURE OF OUR BUSINESS AND A TOTAL LOSS OF
YOUR INVESTMENT.

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We will use the proceeds of our offering to complete the design and production
of our initial greeting card line. Other than the shares sold in our initial
public offering which closed on September 20, 2005, no other source of capital
has been identified or sought. We received the total proceeds of $25,000. This
initial greeting card collection consists of both printed and hand painted
cards. There can be no assurance that we will generate revenues or that revenues
will be sufficient to maintain our business. As a result, you could lose all of
your investment if you decide to purchase shares and we are not successful in
our proposed business plans. There can be no assurance that we will be able to
raise additional funding, if we do not generate sufficient revenues, to later
develop and sell a more expansive collection of greeting cards. Our auditors
have expressed substantial doubt as to our ability to continue as a going
concern.

SINCE OUR SUCCESS DEPENDS UPON THE EFFORTS OF NICOLE MILKOVICH, THE KEY MEMBER
OF OUR MANAGEMENT, OUR FAILURE TO RETAIN NICOLE MILKOVICH WILL NEGATIVELY AFFECT
OUR BUSINESS, OPERATING RESULTS AND FINANCIAL RESULTS. IN ADDITION, WE MAY NEED
TO HIRE ADDITIONAL EMPLOYEES IN ORDER TO EXPAND AND SELL ADDITIONAL CARDS. IF
THESE EMPLOYEES ARE NOT AVAILABLE TO US, WE MAY BE UNABLE TO EXPAND OUR BUSINESS
WHEN WE ARE READY TO DO SO, WHICH COULD RESULT IN POSSIBLE REVENUE LOSSES.

Our business is greatly dependent on the efforts of our President, Nicole
Milkovich. We have no full time employees and only two part-time employees,
Nicole Milkovich, an officer and director and Carlos Bolbrugge, an officer,
neither of whom are compensated for their services. Our success will also depend
in large part upon our ability to attract, develop, motivate and retain highly
skilled artistic and technical employees in order to expand our card collection
from the initial line. Competition for qualified personnel in this industry is
intense and we may not be able to hire or retain qualified personnel, if and
when needed. We have not yet had any difficulties in hiring, as we don't expect
to seek employees until we have established our initial card collection and seek
to expand. As such, we are unaware of any characteristics of our company that
may not be attractive to potential recruits. We have not entered into a
management agreement with Nicole Milkovich and the loss of her services could
have a negative impact on our business operations, operating results and
possible revenues.

OUR OFFICERS AND DIRECTOR HAVE CONFLICTS OF INTEREST IN THAT THEY HAVE OTHER
ACTIVITIES THAT WILL PREVENT THEM FROM DEVOTING FULL-TIME TO OUR OPERATIONS,
WHICH MAY SLOW OUR OPERATIONS AND AS A RESULT MAY REDUCE OUR FINANCIAL RESULTS.

Our officers and director have conflicts of interest in that they have other
activities that will prevent them from devoting full-time to our operations.
Nicole Milkovich, our President, Secretary, Chief Financial Officer and sole
Director is a full-time graphic designer for Nick Milkovich Architects and takes
on various graphic design independent contracts, as well. Ms. Milkovich devotes
approximately 20 hours per week to our operations. Carlos Bolbrugge, our Vice
President of Design, is a full-time independent graphic designer in the film
industry and devotes approximately 5 hours per week to our operations. These
other activities performed by our officers and sole director will not directly
compete with our proposed operations; however, the limited number of hours Ms.
Milkovich and Mr. Bolbrugge have to devote to our business activities may
negatively affect our operations and reduce or limit our potential revenues and
financial results.

THE GREETING CARD INDUSTRY IS HIGHLY COMPETITIVE AND IF OUR COLLECTION OF CARDS
IS NOT WELL RECEIVED AND/OR SUCCESSFUL, WE MAY BE UNABLE TO GENERATE REVENUE.

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The greeting card industry is highly competitive with respect to price and
quality of the cards, as well as the accessibility of the cards for consumers
and, as a result, there is a high failure rate in the industry. There are
numerous well-established competitors, including large international card
companies, regional and local card companies possessing substantially greater
financial, marketing, personnel and other resources than our company. There can
be no assurance that we will be able to respond to all of the competitive
factors affecting the card industry and successfully develop a greeting card
line that will be well received and profitable. The greeting card industry is
generally affected by changes in consumer preferences and national, regional and
local economic conditions, as well as demographic trends. If we are unable to
successfully produce and market our greeting card line and generate revenues,
you could lose any investment you make in our securities.

BECAUSE WE DO NOT CURRENTLY HAVE ANY PATENT OR TRADEMARK PROTECTION FOR OUR
GREETING CARD LINE, THERE IS NO GUARANTEE THAT SOMEONE ELSE WILL NOT DUPLICATE
OUR IDEAS AND BRING THEM TO MARKET BEFORE WE DO OR MAKE A BETTER PRODUCT, EITHER
OF WHICH COULD SEVERELY LIMIT OUR PROPOSED SALES AND REVENUES.

We believe our greeting card line is unique; however, we currently have no
patents or trademarks for our designs or brand name. As business is established
and operations expand, we may seek such protection; however, we currently have
no plans to do so. Despite efforts to protect our proprietary rights, such as
our designs and brand name, since we have no patent or trademark rights,
unauthorized persons may attempt to copy aspects of our business, including our
designs, greeting cards and other proprietary information. We currently keep all
of our proprietary information in locked computer databases and file cabinets
and plan to enter into non-disclosure agreements with any outside printing firms
and/or other companies we may engage to develop our card collections. These
simple procedures, however, are no assurance our proprietary information and/or
brand name will not fall into the hands of a third party who may choose to copy
or use similar techniques and/or our brand name. Any encroachment upon our
proprietary information, including the unauthorized use of our brand name, the
use of a similar name by a competing company or a lawsuit initiated against us
for infringement upon another company's proprietary information or improper use
of their trademark, may affect our ability to create brand name recognition,
cause customer confusion and/or have a detrimental effect on our business.
Litigation or proceedings before the U.S. or International Patent and Trademark
Offices may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets and domain name and/or to determine the
validity and scope of the proprietary rights of others. Any such infringement,
litigation or adverse proceeding could result in substantial costs and diversion
of resources and could seriously harm our business operations and/or results of
operations. We are unaware of any infringement upon our proprietary rights
and/or brand name and have not been notified by any third party that we are
infringing upon any proprietary rights.

BUYING LOW-PRICED PENNY STOCK IS VERY RISKY AND SPECULATIVE.

Our shares are defined as a penny stock under the Securities and Exchange Act of
1934, and rules of the Commission. The Exchange Act and such penny stock rules
generally impose additional sales practice and disclosure requirements on
broker-dealers who sell our securities to persons other than certain accredited
investors who are, generally, institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 jointly with spouse), or in transactions not recommended
by the broker-dealer. For transactions covered by the penny stock rules, a
broker-dealer must make a suitability determination for each purchaser and
receive the purchaser's written agreement prior to the sale. In addition, the
broker-dealer must make certain mandated disclosures in penny stock
transactions, including the actual sale or purchase price and actual bid and

                                       11
<PAGE>
offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in this offering in the
public markets.

OUR SOLE DIRECTOR HAS VOTING CONTROL OF OUR COMMON STOCK, WHICH COULD RESULT IN
SHAREHOLDER DECISIONS BEING MADE ON MATTERS YOU MAY NOT AGREE WITH OR THAT MAY
NOT NECESSARILY BE OF BENEFIT TO YOU AS A SHAREHOLDER.

Because our sole officer and director controls a large percentage of our common
stock, she has the power to control our management and its decisions. Our sole
director owns a total of 2,000,000 shares, which is approximately 67% of our
issued and outstanding common stock. As such, in accordance with provisions in
our articles of incorporation and bylaws, she will be able to control who is
elected to our board of directors and thus could act, or could have the power to
act, as our management. The interests of our officers and sole director may not
be, at all times, the same as that of our other shareholders. Where those
conflicts exist, our shareholders will be dependent upon our officers and sole
director exercising, in a manner fair to all of our shareholders, their
fiduciary duties as officers and directors. Also, these officers and directors
will have the ability to significantly influence the outcome of most corporate
actions requiring shareholder approval, including any possible change in
business plans, merger of our company with or into another company, the sale of
all or substantially all of our assets and/or amendments to our articles of
incorporation, even though none of such events is planned or proposed.

ANY FUTURE SALE OF STOCK HELD BY OUR EXISTING STOCKHOLDER, WHO HOLDS 67% OF OUR
TOTAL ISSUED AND OUTSTANDING SHARES, COULD SEVERELY IMPACT THE MARKET PRICE OF
OUR STOCK.

A total of 2,000,000 shares were issued to Nicole Milkovich, our sole director
and existing stockholder, on November 29, 2004, and are restricted securities,
as that term is defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Act. Under Rule 144, such shares can be publicly sold,
subject to volume restrictions and certain restrictions on the manner of sale,
commencing one year after their acquisition. Any sale of these shares held by
Ms. Milkovich after the applicable restrictions expire on November 29, 2005 may
have a depressive effect on the price of our common stock in any market that may
develop, of which there can be no assurance. However, Ms. Milkovich does not
have any existing plans to sell her shares at any time.

WE ARE A SMALL, DEVELOPMENT STAGE START-UP COMPANY WITH ONLY ONE DIRECTOR ON OUR
BOARD, WHICH COULD RESULT IN A LACK OF INDEPENDENCE NEEDED ON CERTAIN ISSUES AND
DECISIONS WHICH IMPACTING OUR SHAREHOLDERS.

We are a small start-up company with only one director, Nicole Milkovich, who is
also our President, CEO, Secretary, Treasurer, CFO and Principal Accounting
Officer. As a result, we lack independent directors, independent board
committees and an independent audit committee financial expert. In addition, Ms.
Milkovich owns 67% of our issued and outstanding Common Stock, giving her
control of any decisions regarding the company and/or our Common Stock. There
can be no assurance that Ms. Milkovich will be completely independent in the
decisions she makes as our sole director and/or principal stockholder, that will
ensure protection of the rights of other stockholders.

                                       12
<PAGE>
ITEM 2 - DESCRIPTION OF PROPERTY

We do not currently own any property. We operate our business from the home of
our President, Nicole Milkovich, on a rent-free basis. It is anticipated this
arrangement will remain until we begin generating revenues and our operations
expand, at which time we will seek to lease shared office facilities at
competitive market rates, on a month-to-month basis. It is our opinion that our
current office space will meet our needs for the foreseeable future.

INVESTMENT POLICIES

Our management does not currently have policies regarding the acquisition or
sale of real estate assets primarily for possible capital gain or primarily for
income. We do not presently hold any investments or interests in real estate,
investments in real estate mortgages or securities of or interests in persons
primarily engaged in real estate activities.

ITEM 3 - LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of security holders during the year ended
January 31, 2006.

                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since January 5, 2006 our common stock has been listed for quotation on the
Over-the-Counter Bulletin Board under the symbol MBTL. There has been no active
trading market and thus no high and low sales prices to report.

SHARES AVAILABLE UNDER RULE 144

There are currently 2,000,000 shares of common stock that are considered
restricted securities under Rule 144 of the Securities Act of 1933. All
2,000,000 shares are held by our affiliates, as that term is defined in Rule
144(a)(1). In general, under Rule 144 as amended, a person who has beneficially
owned and held restricted securities for at least one year, including
affiliates, may sell publicly without registration under the Securities Act,
within any three-month period, assuming compliance with other provisions of the
Rule, a number of shares that do not exceed the greater of(i) one percent of the
common stock then outstanding or, (ii) the average weekly trading volume in the
common stock during the four calendar weeks preceding such sale. A person who is
not deemed an "affiliate" of our Company and who has beneficially owned shares
for at least two years would be entitled to unlimited re-sales of such
restricted securities under Rule 144 without regard to the volume and other
limitations described above.

                                       13
<PAGE>
Our officer and director, possessing 66.6% of our voting common stock, controls
significantly all of our activities and thus, may affect the determination of
whether dividends are paid on to our stockholders.

HOLDERS

As of January 31, 2006, we have 3,000,000 Shares of $0.001 par value common
stock issued and outstanding held by 28 shareholders of record.

The stock transfer agent for our securities is Holladay Stock Transfer, 2939 N.
67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940.

DIVIDENDS

We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

We have generated $476 in revenue since inception and have incurred $18,807 in
expenses through January 31, 2006.

The following table provides selected financial data about our company for the
year ended January 31, 2006.

             Balance Sheet Data:                  1/31/06
             -------------------                  -------
             Cash                                $ 19,230
             Total assets                        $ 19,230
             Total liabilities                   $  2,771
             Shareholders' equity                $ 19,230

Cash provided by financing activities for the year ended January 31, 2006 was
$25,000, resulting from the sale of our common stock in an initial public
offering, which was completed on September 20, 2005.

                                       14
<PAGE>
PLAN OF OPERATION

GOING CONCERN

We were issued an opinion by our auditors that raised substantial doubt about
our ability to continue as a going concern based on our current financial
position.

BUSINESS PLAN OF OPERATIONS OVERVIEW

     *    We have launched our website at www.milkbottlecards.com which
          currently displays several different cards for sale; including hand
          painted cards, holiday, birthday and thank you cards. We are currently
          working on multiple series' of cards that utilize the same theme but
          within each theme have cards for birthdays, weddings, baby showers,
          anniversaries, etc. We expect to have the new cards available for sale
          in June 2006.

     *    Online Paypal purchasing is expected to be available by June 2006 to
          facilitate online purchasing.

     *    The website includes an Event section and a Holiday event evening was
          presented on December 3, 2005 and family, friends and business
          acquaintances attended the gathering and purchased in excess of 100
          cards.

     *    We have completed a client custom card order for 100 holiday cards and
          we would like to expand the custom card business by contacting more
          corporate entities and introducing them to Milk Bottle Cards and our
          custom card opportunities.

     *    We anticipate increasing the card inventory to in excess of 500 cards
          by June 2006 inclusive of cards of all categories, with an increased
          emphasis on Thank you cards and hand painted cards in Spring/ Summer
          colors. The production of hand painted cards by our president will
          continue, we expect to have an inventory of 250 of these cards by June
          2006.

     *    Our cards are currently available in a home accessories retail store
          in Vancouver on a consignment basis. We would like to expand this type
          of business and we will be continuing to contact specialty retailers
          and presenting this business opportunity to them.

     *    We will continue to increase our card collection and inventory and we
          anticipate starting to market the collection to other retail stores
          early in 2006. In addition, we anticipate participating in local gift
          and home living trade shows in Spring/Summer 2006.

     *    We are going to research new printing techniques in order to reduce
          the problem with wasted materials we have encountered in our
          production of the printed cards.

     *    Our president plans on hosting a home party sale during the Summer
          2006 where she will invite family, friends and business associates to
          view and purchase cards from the new collection.

                                       15
<PAGE>
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

Our financial statements are presented in United States dollars and are prepared
in accordance with accounting principles generally accepted in the United States
of America.

DEVELOPMENT STAGE ENTERPRISE

We are a development stage enterprise, as defined in Financial Accounting
Standards Board Statement ("SFAS") No. 7 "Accounting and Reporting by
Development Stage Enterprises". We are devoting all of our present efforts to
securing and establishing a new business. Our planned principal operations have
only recently commenced and we have had limited revenues.

USE OF ESTIMATES

The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure on contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

We consider all liquid investments, with an original maturity of three months or
less when purchased, to be cash equivalents.

REVENUE RECOGNITION

We recognize revenue when products have been shipped, the amounts are fixed or
determinable and collection is reasonably assured. We recognizes revenue from
sales of consignment goods only when the end-user sale has occurred.

FINANCIAL INSTRUMENTS

In accordance with the requirements of SFAS No. 107, "Disclosures about Fair
Value of Financial Instruments," we have determined the estimated fair value of
financial instruments using available market information and appropriate
valuation methodologies. The carrying values of cash and accounts payable and
accrued liabilities approximate fair values due to the short-term maturity of
the instruments.

                                       16
<PAGE>
WEBSITE DEVELOPMENT COSTS

We account for website development costs in accordance with Emerging Issues Task
Force (EITF) 00-02 whereby preliminary website development costs are expensed as
incurred. Upon achieving technical and financial viability and ensuring adequate
resources to complete development, we capitalize all direct costs relating to
the website development. Ongoing costs for maintenance and enhancement are
expensed as incurred. Capitalized costs will be amortized over the estimated
useful life commencing upon substantial completion and commercialization of the
website. To date we have not capitalized any web site development costs.

LOSS PER COMMON SHARE

We compute net loss per share in accordance with SFAS No. 128, "Earnings per
Share". SFAS No. 128 requires presentation of both basic and diluted earnings
per share (EPS) on the face of the statement of operations. Basic EPS is
computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all potentially dilutive common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all potentially dilutive shares if their effect is anti
dilutive. We have not issued any potentially dilutive instruments since
inception and accordingly only basic loss per share is presented.

INCOME TAXES

We have adopted SFAS No. 109 "Accounting for Income Taxes" as of inception.
Pursuant to SFAS No. 109, we are required to compute tax asset benefits for net
operating losses carried forward. Potential benefit of net operating losses have
not been recognized in these financial statements because we cannot be assured
it is more likely than not we will utilize the net operating losses carried
forward in future years.

FOREIGN CURRENCY TRANSLATION

Our functional currency and reporting currency is the U.S. dollar. In accordance
with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated to their U.S. dollar equivalents using
foreign exchange rates which prevailed at the balance sheet date. Revenue and
expenses are translated at average rates of exchange during the year. Related
translation adjustments are reported as a separate component of stockholders'
equity, whereas gains or losses resulting from foreign currency transactions are
included in results of operations. To date we have not reported any translation
adjustments or transaction gains or losses.

                                       17
<PAGE>
STOCK-BASED COMPENSATION

We have not adopted a stock option plan and have not granted any stock options.
Accordingly no stock-based compensation has been recorded to date.

COMPREHENSIVE INCOME

SFAS No. 130, "Reporting Comprehensive Income," establishes standards for
reporting and presentation of comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include all changes in
equity except those resulting from investments by owners and distributions to
owners. Among other disclosures, SFAS No.130 requires that all items that are
required to be recognized under current accounting standards as components of
comprehensive income be reported in a financial statement that is presented with
the same prominence as other financial statements. We do not have any assets
requiring disclosure of comprehensive income.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123R, SHARE-BASED PAYMENT. SFAS No. 123R establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. SFAS No. 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS No. 123R requires that the compensation cost relating to
share-based payment transactions be recognized in financial statements. That
cost will be measured based on the fair value of the equity or liability
instruments issued. Public entities that file as small business issuers will be
required to apply SFAS No. 123R in the first interim or annual reporting period
that begins after December 15, 2005. We are currently evaluating the impact of
the adoption of this standard on our reported financial position or results of
operations.

In March 2005, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 107,
SHARE-BASED PAYMENT, to give guidance on the implementation of SFAS No. 123R. We
will consider SAB No. 107 during the implementation of SFAS No. 123R.

In July 2005, the FASB issued SFAS No. 154, ACCOUNTING FOR CHANGES AND ERROR
CORRECTIONS - A REPLACEMENT OF APB OPINION NO. 20 AND FASB STATEMENT NO. 3.
Under the provisions of SFAS No. 154, a voluntary change in accounting principle
requires retrospective application to prior period financial statements, unless
it is impracticable to determine either the period-specific effects or the
cumulative effect of the change. A change in depreciation, amortization, or
depletion method for long-lived, non-financial assets must be accounted for as a
change in accounting estimate affected by a change in accounting principle. The
guidance contained in APB No. 20 for reporting the correction of an error in
previously issued financial statements and a change in accounting estimate was
not changed. The Company will implement this new standard beginning January 1,
2006. This standard is not expected to have a significant effect on our future
reported financial position or results of operations.

                                       18
<PAGE>
In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47, Accounting
for Conditional Asset Retirement Obligations. Under the provisions of FIN No.
47, the term conditional asset retirement obligation as used in SFAS No. 143,
Accounting for Asset Retirement Obligations, refers to a legal obligation to
perform an asset retirement activity in which the timing and/or method of
settlement are conditional on a future event that may or may not be within the
control of the entity while the obligation to perform the asset retirement
activity is unconditional. Accordingly, an entity is required to recognize a
liability for the fair value of a conditional asset retirement obligation if the
fair value of the liability can be reasonably estimated. The fair value of a
liability for the conditional asset retirement obligation is required to be
recognized when incurred--generally upon acquisition, construction, or
development and/or through the normal operation of the asset. The Company has
adopted FIN No. 47 as of December 31, 2005. Adoption of this pronouncement did
not have a significant effect on the 2005 financial statements, and we do not
expect this pronouncement to have a significant effect on our future reported
financial position or earnings.

In November 2005, the FASB issued Staff Position ("FSP") FAS115-1/124-1, THE
MEANING OF OTHER-THAN-TEMPORARY IMPAIRMENT AND ITS APPLICATION TO CERTAIN
INVESTMENTS, which addresses the determination as to when an investment is
considered impaired, whether that impairment is other than temporary, and the
measurement of an impairment loss. This FSP also includes accounting
considerations subsequent to the recognition of an other-than-temporary
impairment and requires certain disclosures about unrealized losses that have
not been recognized as other-than-temporary impairments. The guidance in this
FSP amends FASB Statements No. 115, ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT
AND EQUITY SECURITIES, and No. 124, ACCOUNTING FOR CERTAIN INVESTMENTS HELD BY
NOT-FOR-PROFIT ORGANIZATIONS, and APB Opinion No. 18, THE EQUITY METHOD OF
ACCOUNTING FOR INVESTMENTS IN COMMON STOCK. This FSP is effective for reporting
periods beginning after December 15, 2005. We do not believe the adoption of
this FSP will have a material impact on our future reported financial position
or results of operations.

FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-KSB that are not historical
facts are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-KSB, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.

All written forward-looking statements made in connection with this Form 10-KSB
that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.

                                       19
<PAGE>
ITEM 7 - FINANCIAL STATEMENTS

                [LETTERHEAD OF DALE MATHESON CARR-HILTON LABONTE]


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Milk Bottle Cards Inc.:

We have  audited the  accompanying  balance  sheets of Milk Bottle Cards Inc. (a
development stage enterprise) as of January 31, 2006 and 2005 and the statements
of  operations,  stockholders'  equity and cash flows for the year ended January
31, 2006, the period from inception on November 19, 2004 to January 31, 2005 and
the period from  inception  on November  19,  2004 to January  31,  2006.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  an audit to obtain  reasonable  assurance  whether  the  financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the financial position of the Company as of January 31, 2006 and 2005
and the  results  of its  operations  and its  cash  flows  and the  changes  in
stockholders'  equity for the year  ended  January  31,  2006,  the period  from
inception on November 19, 2004 to January 31, 2005 and the period from inception
on  November  19,  2004 to  January  31,  2006  in  accordance  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  to date the Company has reported  losses since inception
from operations and requires  additional  funds to meet its obligations and fund
the costs of its  operations.  These factors raise  substantial  doubt about the
Company's  ability to continue as a going  concern.  Management's  plans in this
regard are  described  in Note 1. The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


                                           /s/ Dale Matheson Carr-Hilton LaBonte

                                               CHARTERED ACCOUNTANTS
Vancouver, Canada
April 17, 2006

                                       20
<PAGE>
                             Milk Bottle Cards Inc.
                        (A Development Stage Enterprise)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                            January 31, 2006      January 31, 2005
                                                            ----------------      ----------------
<S>                                                             <C>                   <C>
                                     ASSETS

Current Assets
  Cash                                                          $ 19,230              $  9,841
                                                                --------              --------

      Total  Assets                                             $ 19,230              $  9,841
                                                                ========              ========

                                   LIABILITIES

Current Liabilities
  Accounts Payable and Accrued Liabilities                      $  2,771              $  5,875
                                                                --------              --------

      Total Current Liabilities                                    2,771                 5,875
                                                                --------              --------

                               STOCKHOLDERS'EQUITY

Common Stock (Note 3)
   100,000,000 authorized common shares, par value $0.001
    3,000,000 common shares issued and outstanding
    (January 31, 2005 - 2,000,000)                                 3,000                 2,000
Additional Paid-in-Capital                                        32,000                 8,000
Deficit accumulated during development stage                     (18,541)               (6,034)
                                                                --------              --------

      Total Stockholders' Equity                                  16,459                 3,966
                                                                --------              --------

Total Liabilities and Stockholders' Equity                      $ 19,230              $  9,841
                                                                ========              ========
</TABLE>

Going Concern Contingency (Note 1)


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

                                       21
<PAGE>
                             Milk Bottle Cards Inc.
                        (A Development Stage Enterprise)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                                              Period from        Cumulative from
                                                                           November 19, 2004    November 19, 2004
                                                          Year Ended         (inception) to       (inception) to
                                                       January 31, 2006     January 31, 2005     January 31, 2006
                                                       ----------------     ----------------     ----------------
<S>                                                       <C>                  <C>                  <C>
REVENUES                                                  $       476          $        --          $       476

COST OF GOODS SOLD                                                210                   --                  210
                                                          -----------          -----------          -----------
                                                                  266                   --                  266
                                                          -----------          -----------          -----------
EXPENSES
  General and Administrative Expenses                          12,773                6,034               18,807
                                                          -----------          -----------          -----------

NET LOSS                                                  $   (12,507)         $    (6,034)         $   (18,541)
                                                          ===========          ===========          ===========

Basic Net Loss Per Common Share                           $     (0.01)         $     (0.00)
                                                          ===========          ===========

Weighted Average Number of Common Shares Outstanding        2,364,384            1,729,730
                                                          ===========          ===========
</TABLE>

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

                                       22
<PAGE>
                             Milk Bottle Cards Inc.
                        (A Development Stage Enterprise)
                        Statement of Stockholders' Equity
      For the period from November 19, 2004 (inception) to January 31, 2006

<TABLE>
<CAPTION>
                                                                                           Deficit
                                                                                         Accumulated
                                                    Common Shares          Additional      During          Total
                                                               $0.001        Paid-In     Development    Stockholders'
                                               Shares         Par Value      Capital        Stage          Equity
                                               ------         ---------      -------        -----          ------
<S>                                         <C>           <C>           <C>            <C>               <C>
Balance, November 19, 2004                          --        $      --     $      --     $      --      $      --

Stock Issued for cash at $0.005 per share
November 29, 2004                            2,000,000            2,000         8,000            --         10,000

Net Loss                                            --               --            --        (6,034)        (6,034)
                                             ---------        ---------     ---------     ---------      ---------

Balance, January 31, 2005                    2,000,000            2,000         8,000        (6,034)         3,966

Stock Issued for cash at $0.025 per share
September 20, 2005                           1,000,000            1,000        24,000            --         25,000

Net Loss                                            --               --            --       (12,507)       (12,507)
                                             ---------        ---------     ---------     ---------      ---------

Balance, January 31, 2006                    3,000,000        $   3,000     $  32,000     $ (18,541)     $  16,459
                                             =========        =========     =========     =========      =========
</TABLE>

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

                                       23
<PAGE>
                             Milk Bottle Cards Inc.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                           Period from         Cumulative from
                                                                         November 19, 2004    November 19, 2004
                                                       Year Ended          (inception) to       (inception) to
                                                     January 31, 2006     January 31, 2005     January 31, 2006
                                                     ----------------     ----------------     ----------------
<S>                                                     <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                              $(12,507)            $ (6,034)            $(18,541)
  Changes in non-cash working capital items:
    Accounts Payable and Accrued Liabilities              (3,104)               5,875                2,771
                                                        --------             --------             --------
Net Cash Used in Operating Activities                    (15,611)                (159)             (15,770)
                                                        --------             --------             --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Common Stock issued for cash                            25,000               10,000               35,000
                                                        --------             --------             --------
Net Cash Provided by Financing Activities                 25,000               10,000               35,000
                                                        --------             --------             --------

Increase in Cash                                           9,389                9,841               19,230

Cash Balance, Beginning                                    9,841                   --                   --
                                                        --------             --------             --------

Cash Balance, Ending                                    $ 19,230             $  9,841             $ 19,230
                                                        ========             ========             ========

Supplemental Disclosures:
  Cash Paid for interest                                $     --             $     --             $     --
                                                        ========             ========             ========
  Cash Paid for income taxes                            $     --             $     --             $     --

                                                        ========             ========             ========
</TABLE>

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

                                       24
<PAGE>
                             Milk Bottle Cards Inc.
                        (A Development Stage Enterprise)
                            January 31, 2006 and 2005
                          Notes to Financial Statements


NOTE 1  -  NATURE OF OPERATIONS

ORGANIZATION

Milk Bottle Cards Inc. (the  "Company") was  incorporated  under the laws of the
State of Nevada on November 19, 2004 for the purpose of producing,  distributing
and marketing a collection of greeting cards.

These financial  statements  have been prepared on a going concern basis,  which
implies that the Company will  continue to realize its assets and  discharge its
liabilities in the normal course of business.  The Company's ability to continue
as a going  concern is  dependent on raising  additional  capital to fund future
operations and ultimately to attain profitable operations.  The Company has been
in the initial  organization  stage since  inception and as at January 31, 2006,
the Company has accumulated losses of $18,541 since inception.  Since inception,
the  Company  has funded  operations  through  the  issuance  of capital  stock.
Management's plan is to continue raising  additional funds through future equity
or debt  financings  until it achieves  profitable  operations from sales of its
greeting cards.  There is no certainty that additional funding will be available
when  needed.  Accordingly,  these  factors  raise  substantial  doubt as to the
Company's ability to continue as a going concern.  These financial statements do
not include any adjustments to the recoverability and classification of recorded
asset amounts and  classification  of liabilities that might be necessary should
the Company be unable to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

These financial  statements are presented in United States dollars and have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America.

DEVELOPMENT STAGE ENTERPRISE

The  Company  is  a  development  stage  enterprise,  as  defined  in  Financial
Accounting Standards Board Statement ("SFAS") No. 7 "Accounting and Reporting by
Development  Stage  Enterprises".  The  Company is  devoting  all of its present
efforts to securing  and  establishing  a new  business.  Its planned  principal
operations have commenced  however,  the Company has yet to derive a significant
amount of revenue from operations.

USE OF ESTIMATES

The  preparation  of  financial  statements  in  conformity  with United  States
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure on  contingent  assets and  liabilities  at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Actual results could differ from those estimates.

                                       25
<PAGE>
                             Milk Bottle Cards Inc.
                        (A Development Stage Enterprise)
                            January 31, 2006 and 2005
                          Notes to Financial Statements


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

CASH AND CASH EQUIVALENTS

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

REVENUE RECOGNITION

The Company recognizes revenue when products have been shipped,  the amounts are
fixed  or  determinable  and  collection  is  reasonably  assured.  The  Company
recognizes  revenue from sales of  consignment  goods when cash is received from
the consignor.

FINANCIAL INSTRUMENTS

In accordance  with the  requirements of SFAS No. 107,  "Disclosures  about Fair
Value of Financial  Instruments,"  the Company has determined the estimated fair
value  of  financial   instruments   using  available  market   information  and
appropriate  valuation  methodologies.  The carrying values of cash and accounts
payable and accrued  liabilities  approximate  fair values due to the short-term
maturity of the instruments.

INCOME TAXES

The Company has adopted  SFAS No. 109  "Accounting  for Income  Taxes" as of its
inception.  Pursuant  to SFAS No.  109,  the  Company is required to compute tax
asset benefits for net operating  losses carried forward.  Potential  benefit of
net  operating  losses have not been  recognized in these  financial  statements
because the Company cannot be assured it is more likely than not it will utilize
the net operating losses carried forward in future years.

LOSS PER COMMON SHARE

The  Company  computes  net loss per  share in  accordance  with  SFAS No.  128,
"Earnings  per  Share".  SFAS No. 128  requires  presentation  of both basic and
diluted  earnings per share (EPS) on the face of the  statement  of  operations.
Basic  EPS is  computed  by  dividing  net  income  (loss)  available  to common
shareholders  (numerator) by the weighted  average number of shares  outstanding
(denominator)  during the period.  Diluted EPS gives  effect to all  potentially
dilutive  common shares  outstanding  during the period using the treasury stock
method  and  convertible  preferred  stock  using the if  converted  method.  In
computing  diluted  EPS,  the  average  stock  price  for the  period is used in
determining  the number of shares  assumed to be purchased  from the exercise of
stock options or warrants.  Diluted EPS excludes all potentially dilutive shares
if their  effect is anti  dilutive.  The Company has not issued any  potentially
dilutive  instruments  since inception and accordingly only basic loss per share
is presented.

                                       26
<PAGE>
                             Milk Bottle Cards Inc.
                        (A Development Stage Enterprise)
                            January 31, 2006 and 2005
                          Notes to Financial Statements


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

FOREIGN CURRENCY TRANSLATION

The Company's  functional currency and reporting currency is the U.S. dollar. In
accordance with SFAS No. 52, "Foreign Currency Translation", foreign denominated
monetary assets and liabilities are translated to their U.S. dollar  equivalents
using foreign exchange rates which prevailed at the balance sheet date.  Revenue
and  expenses  are  translated  at average  rates of  exchange  during the year.
Related  translation  adjustments  are  reported  as  a  separate  component  of
stockholders'  equity,  whereas gains or losses  resulting from foreign currency
transactions are included in results of operations.  To date the Company has not
reported any translation adjustments or transaction gains or losses.

STOCK-BASED COMPENSATION

The Company  has not  adopted a stock  option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to date.

COMPREHENSIVE INCOME

SFAS No.  130,  "Reporting  Comprehensive  Income,"  establishes  standards  for
reporting  and  presentation  of  comprehensive   income,   its  components  and
accumulated balances.  Comprehensive income is defined to include all changes in
equity except those resulting from  investments by owners and  distributions  to
owners.  Among other  disclosures,  SFAS No.130 requires that all items that are
required to be recognized  under current  accounting  standards as components of
comprehensive income be reported in a financial statement that is presented with
the same prominence as other financial statements. The Company does not have any
assets requiring disclosure of comprehensive income.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 123R,  Share-Based Payment.  SFAS No.
123R  establishes  standards for the  accounting  for  transactions  in which an
entity exchanges its equity instruments for goods or services. It also addresses
transactions  in which an entity  incurs  liabilities  in exchange  for goods or
services that are based on the fair value of the entity's equity  instruments or
that may be settled by the issuance of those equity  instruments.  SFAS No. 123R
focuses  primarily on accounting  for  transactions  in which an entity  obtains
employee services in share-based  payment  transactions.  SFAS No. 123R requires
that the  compensation  cost relating to  share-based  payment  transactions  be
recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability  instruments issued.  Public entities that file
as small  business  issuers will be required to apply SFAS No. 123R in the first
interim  or annual  reporting  period  that  begins  after  December  15,  2005.
Management  does not  believe  that the  adoption of this  standard  will have a
material impact on the Company's financial condition or results of operations.

In March 2005, the SEC staff issued Staff  Accounting  Bulletin ("SAB") No. 107,
Share-Based  Payment,  to give guidance on the  implementation of SFAS No. 123R.
The Company  will  consider  SAB No. 107 during the  implementation  of SFAS No.
123R.

                                       27
<PAGE>
                             Milk Bottle Cards Inc.
                        (A Development Stage Enterprise)
                            January 31, 2006 and 2005
                          Notes to Financial Statements


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

RECENT ACCOUNTING PRONOUNCEMENTS (CONT'D)

In May 2005,  the FASB  issued SFAS No.  154,  Accounting  for Changes and Error
Corrections  - A  Replacement  of APB Opinion No. 20 and FASB  Statement  No. 3.
Under the provisions of SFAS No. 154, a voluntary change in accounting principle
requires retrospective application to prior period financial statements,  unless
it is  impracticable  to  determine  either the  period-specific  effects or the
cumulative  effect of the change.  A change in  depreciation,  amortization,  or
depletion method for long-lived, non-financial assets must be accounted for as a
change in accounting estimate affected by a change in accounting principle.  The
guidance  contained in APB No. 20 for  reporting  the  correction of an error in
previously issued financial  statements and a change in accounting  estimate was
not changed.  The Company will implement this new standard  beginning January 1,
2006.  This  standard  is not  expected  to  have a  significant  effect  on the
Company's future reported financial position or results of operations.

In March 2005, the FASB issued FASB  Interpretation  ("FIN") No. 47,  Accounting
for Conditional  Asset Retirement  Obligations.  Under the provisions of FIN No.
47, the term conditional  asset  retirement  obligation as used in SFAS No. 143,
Accounting for Asset  Retirement  Obligations,  refers to a legal  obligation to
perform  an asset  retirement  activity  in which the  timing  and/or  method of
settlement  are  conditional on a future event that may or may not be within the
control of the entity  while the  obligation  to  perform  the asset  retirement
activity is  unconditional.  Accordingly,  an entity is required to  recognize a
liability for the fair value of a conditional asset retirement obligation if the
fair value of the  liability can be  reasonably  estimated.  The fair value of a
liability  for the  conditional  asset  retirement  obligation is required to be
recognized  when   incurred--generally   upon  acquisition,   construction,   or
development  and/or through the normal  operation of the asset.  The Company has
adopted FIN No. 47 as of December 31, 2005.  Adoption of this  pronouncement did
not have a significant effect on the 2005 financial  statements,  and management
does not expect this pronouncement to have a significant effect on the Company's
future reported financial position or earnings.

In November  2005, the FASB issued Staff Position  ("FSP")  FAS115-1/124-1,  The
Meaning  of  Other-Than-Temporary  Impairment  and Its  Application  to  Certain
Investments,  which  addresses  the  determination  as to when an  investment is
considered  impaired,  whether that impairment is other than temporary,  and the
measurement  of  an  impairment   loss.   This  FSP  also  includes   accounting
considerations   subsequent  to  the  recognition  of  an   other-than-temporary
impairment and requires certain  disclosures  about unrealized  losses that have
not been recognized as  other-than-temporary  impairments.  The guidance in this
FSP amends FASB Statements No. 115,  Accounting for Certain  Investments in Debt
and Equity Securities,  and No. 124,  Accounting for Certain Investments Held by
Not-for-Profit  Organizations,  and APB  Opinion  No. 18,  The Equity  Method of
Accounting for Investments in Common Stock.  This FSP is effective for reporting
periods  beginning  after  December  15, 2005.  Management  does not believe the
adoption  of this  FSP will  have a  material  impact  on the  Company's  future
reported financial position or results of operations.

                                       28
<PAGE>
                             Milk Bottle Cards Inc.
                        (A Development Stage Enterprise)
                            January 31, 2006 and 2005
                          Notes to Financial Statements


NOTE 3 - COMMON STOCK

The Company's authorized  capitalization is 100,000,000 common shares with a par
value of $0.001 per share.

Since  inception,  the Company has not granted any stock options or warrants and
has not recorded any stock-based compensation.

Effective November 29, 2004, a total of 2,000,000 shares of the Company's common
stock were issued to the founding and sole director of the Company pursuant to a
stock subscription agreement at $0.005 per share for total proceeds of $10,000.

Effective  September  20,  2005, a total of  1,000,000  shares of the  Company's
common stock were issued pursuant to stock subscription agreements at $0.025 per
share for total proceeds of $25,000.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company has had no significant  related party  transactions with any related
individuals or entities.

The Company currently uses office space provided by the President of the Company
on a rent-free  basis not subject to any formal rental or lease  agreement.  The
Company has  determined  that the fair value of the office space provided is not
significant  and  accordingly no related rent expense has been recorded in these
financial statements.

The  President  currently  donates  card design and  production  services to the
Company. The Company has determined that the fair value of these services is not
significant  and  accordingly  no related  expense  has been  recorded  in these
financial statements.

NOTE 5 - INCOME TAXES

There were no temporary  differences  between the  Company's  tax and  financial
bases  that  result in  deferred  tax  assets  or  liabilities,  except  for the
Company's net operating loss carry-forwards  amounting to approximately  $18,500
at January 31, 2006,  (2005 - $6,000)  which may be  available to reduce  future
year's  taxable  income.  These  carry-forwards  will expire,  if not  utilized,
commencing in 2025.  Management  believes that the  realization  of the benefits
from this deferred tax assets  appears  uncertain  due to the Company's  limited
operating history and continuing losses.  Accordingly a full, deferred tax asset
valuation allowance has been provided and no deferred tax asset benefit has been
recorded.

                                       29
<PAGE>
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None.

ITEM 8A - 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 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
specified in SEC rules and forms relating to our company, including any
consolidating subsidiaries, and was made known to us by others within those
entities, 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 not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors are elected by the stockholders to a term of one year and serve until
their successor is elected and qualified. Officers are elected by the Board of
Directors to a term of one year and serve until their successor is duly elected
and qualified, or until they are removed from office. The Board of Directors has
no nominating, auditing or compensation committees.

The name, address, age and position of our officers and director is set forth
below:

Name and Address                   Age                 Position(s)
----------------                   ---                 -----------
Nicole Milkovich                   33      President, CEO, Secretary, Treasurer,
127 East 18th Ave.                         CFO, Principal Accounting Officer and
Vancouver, British Columbia                Director
Canada, V5V 1E4

Carlos Bolbrugge                   34      Vice President of Design
1553 Woods Drive
North Vancouver, BC
V7R 1A8

                                       30
<PAGE>
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The persons named above have held their offices/positions since inception of our
Company and are expected to hold said offices/positions until the next annual
meeting of our stockholders. The officers and directors are our only officers,
directors, promoters and control persons. There are no relationships between our
officers and directors.

BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS

Nicole Milkovich has been our President, Chief Executive Officer, Secretary,
Treasurer, Chief Financial Officer, Principal Accounting Officer and a Director
since inception. Nicole graduated from Capilano College in North Vancouver,
British Columbia with a Diploma in Studio Art in 1997. In 2000, she obtained her
Bachelor of Fine Arts Degree in Visual Art from the Emily Carr Institute of Art
and Design. Nicole has worked in the graphic design field since graduation. From
November 2000 until the present, Nicole has been employed by Nick Milkovich
Architects as a full- time graphic designer, while taking on various graphic
design independent contracts outside of the office. In 2001, Nicole was hired by
the Architectural Institute of British Columbia to design all print materials
for their annual conference, she has held this contract for the past three
years. In the past five years, Nicole has had numerous design contracts with
companies such as: Eckford & Associates, Landscape Architects; Steelhead Society
of British Columbia; MAL Design; Equilibrium Nutrition; Online Canadian
Pharmacy; Dilemma Productions; Walk Music; Black Dog Productions; and most
recently, the Pacific Salmon Foundation. Nicole Milkovich devotes approximately
20 hours per week to our business.

Carlos Bolbrugge has been our Vice-President of Design since inception. Carlos
graduated from Capilano College in North Vancouver, British Columbia with a
Diploma in Graphic Design and Illustration in 1995. From June 1998 until the
present, Carlos has been employed in the film industry, as a full-time graphic
designer, while taking on various graphic design independent contracts outside
of the film industry. Over the past three years, Carlos has worked with Nicole
Milkovich on several design projects for various clients such as: Eckford &
Associates, Landscape Architects; Steelhead Society of British Columbia, Dilemma
Productions, and Black Dog Productions. Carlos devotes approximately 5 hours per
week to our business.

ITEM 10 - EXECUTIVE COMPENSATION

Currently, neither of our officers and directors is being compensated for their
services; however, they are reimbursed for any out-of-pocket expenses they incur
on our behalf. In the future, if and when we become profitable from revenues
generated, we may approve payment of salaries for our officers and directors,
but currently, no such plans have been approved. We also do not currently have
any benefits, such as health insurance, life insurance or any other benefits
available to our employees.

In addition, none of our officers, directors or employees is party to any
employment agreements.

                                       31
<PAGE>
                           SUMMARY COMPENSATION TABLE

                                    Annual Compensation          Long-Term Comp.
                                   --------------------------   ----------------
                                                       Other
   Name and                                            Annual
  Position(s)              Year    Salary    Bonus     Comp.    Awards   Payouts
  -----------              ----    ------    -----     -----    ------   -------
Nicole Milkovich           2006     None      None     None      None      None
President, CEO,
Secretary, Treasurer,
Chief Financial Officer,
Principal Accounting
Officer and Director

Carlos Bolbrugge           2006     None      None     None      None      None
Vice President of Design

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by each of our directors, officers and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The table also reflects what such ownership will
be assuming completion of the sale of all shares in this offering, which we
can't guarantee. The stockholder listed below has direct ownership of his/her
shares and possesses sole voting and dispositive power with respect to the
shares.

                            No. of         No. of
                            Shares         Shares        Percentage of Ownership
Name and Address            Before         After          Before       After
Beneficial Owner           Offering       Offering       Offering     Offering
----------------           --------       --------       --------     --------

Nicole Milkovich           2,000,000      2,000,000        100%          67%
127 East 18th Ave.
Vancouver, BC
Canada, V5V 1E4

Carlos Bolbrugge                None          None           0%           0%
1553 Woods Drive
North Vancouver, BC
Canada V7R 1A8

All Officers and
Directors as a Group       2,000,000      2,000,000        100%          67%

                                       32
<PAGE>
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We operate our business from the home of our President, Nicole Milkovich, and
currently use her computer equipment to produce our greeting cards, on a
rent-free basis.

On November 29, 2004, we issued 2,000,000 shares of our restricted common stock
to Nicole Milkovich, our President, CEO, Secretary, Treasurer, Chief Financial
Officer and sole director, as founders' shares, in exchange for $10,000, or
$.005 per share.

ITEM 13 - EXHIBITS

The following exhibits are included with this filing:

         Exhibit
         Number                              Description
         ------                              -----------
             3(i)  *            Articles of Incorporation
             3(ii) *            Bylaws
            31                  Sec. 302 Certification of CEO/CFO
            32                  Sec. 906 Certification of CEO/CFO

----------
*    Incorporated by reference to the Companys Registration Statement on Form
     SB-2 filed with the Commission on April 25, 2005, File No. 333-124304.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The total fees charged to the company for audit services were $6,500, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended January 31, 2006.

For the year ended January 31, 2005, the total fees charged to the company for
audit services were $4,200, for audit-related services were $Nil, for tax
services were $Nil and for other services were $Nil.

                                   SIGNATURES

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

April 20, 2006                      Milk Bottle Cards, Inc., Registrant


                                        /s/ Nicole Milkovich
                                        -----------------------------------
                                    By: Nicole Milkovich, President,
                                        CEO, Secretary, Treasurer, CFO,
                                        Principal Accounting Officer and
                                        Sole Director

                                       33