---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One) 
  [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934
  For the quarterly period ended March 31, 2006

[]
  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
  For the transition period from _____________ to _____________

Commission File Number: 0-29285

MOVENTIS CAPITAL, INC.(Exact Name of Small
Business Issuer as Specified in its charter)

|Delaware                        | 52-2058364                
|------------------------------- | --------------------------
|(state or other jurisdiction of | (I.R.S. Employer I.D. No.)
|incorporation or organization)  |                           

Suite 304, 1959-152nd Street, White Rock, B.C.,
Canada(Address of principal executive offices)

(604) 288-2430Issuers telephone number

N/AFormer name, former address, and former
fiscal year, if changed since last report

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports required
  to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
  of securities under a plan confirmed by a court. 
  YES []
  NO []
  N/A [ X ]

---

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
  classes of common equity, as of the latest practicable date:

As of March 31, 2006, the registrants outstanding common
  stock consisted of 26,289,166 shares.

Transitional Small Business Disclosure Format (Check one):
     YES []
  NO [ X ]

---



Moventis Capital, Inc. and Subsidiaries

INDEX

PART I. FINANCIAL INFORMATION

|Item 1.                     | Financial Statements                                                                                                      
|--------------------------- | --------------------------------------------------------------------------------------------------------------------------
|                            |                                                                                                                           
|                            | Consolidated Balance Sheets as of March
      31, 2006 (unaudited) and June 30, 2005                                      
|                            |                                                                                                                           
|                            | Statements of Retained Earnings (Deficit)
      for the Three and Nine Month Periods Ended March 31, 2005 and 2006        
|                            |                                                                                                                           
|                            | Consolidated Statements of Income for the
      Three and Nine Month Periods Ended March 31, 2005 and 2006 (unaudited)    
|                            |                                                                                                                           
|                            | Consolidated Statements of Cash Flows for
      the Three and Nine Month Periods Ended March 31, 2005 and 2006 (unaudited)
|                            |                                                                                                                           
|                            | Consolidated Statements of Stockholders
      Equity for the Period from June 30, 2003 through March 31, 2005            
|                            |                                                                                                                           
|                            | Notes to Unaudited Consolidated Financial
      Statements                                                                
|                            |                                                                                                                           
|Item 2.                     | Managements Discussion and Analysis
      or Plan of Operation                                                           
|                            |                                                                                                                           
|Item 3.                     | Controls and Procedures                                                                                                   
|                            |                                                                                                                           
|PART II – OTHER INFORMATION
|                            |                                                                                                                           
|Item 1.                     | Legal Proceedings                                                                                                         
|                            |                                                                                                                           
|Item 1A.                    | Risk Factors                                                                                                              
|                            |                                                                                                                           
|Item 2.                     | Unregistered Sales of Equity Securities
      and Use of Proceeds                                                         
|                            |                                                                                                                           
|Item 3.                     | Defaults Upon Senior Securities                                                                                           
|                            |                                                                                                                           
|Item 4.                     | Submission of Matters to a Vote of Security
      Holders                                                                 
|                            |                                                                                                                           
|Item 5.                     | Other Information                                                                                                         
|                            |                                                                                                                           
|Item 6.                     | Exhibits                                                                                                                  
|                           
|Signatures                 

---

Part I. FINANCIAL INFORMATION

Item 1 - Financial Statements

|MOVENTIS CAPITAL, INC.       
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Balance Sheets               
|(In U.S. Dollars)            

|                                                                         |   | March 31,           |   |   | June 30,   |  
|------------------------------------------------------------------------ | - | ------------------- | - | - | ---------- | -
|ASSETS                                                                   |   | 2006                |   |   | 2005       |  
|                                                                         |   | (Unaudited-Prepared |   |   | (Audited)  |  
|Current Assets                                                           |   | By Management)      |   |   |            |  
|Cash and cash equivalents                                                | $ | 121,942             |   | $ | 20,522     |  
|Prepaid Expenses                                                         |   | 9,598               |   |   | -          |  
|TOTAL CURRENT ASSETS                                                     |   | 131,540             |   |   | 20,522     |  
|                                                                         |   |                     |   |   |            |  
|Property and Equipment                                                   |   |                     |   |   |            |  
|Computer equipment, at cost less accumulated depreciation
      (Note 5) |   | 4,388               |   |   | 5,063      |  
|Computer software development(Note 6)                                    |   |                     |   |   |            |  
|Application development
      stage costs                                |   | 62,500              |   |   | 175,000    |  
|                                                                         |   |                     |   |   |            |  
|TOTAL ASSETS                                                             | $ | 198,428             |   | $ | 200,585    |  
|                                                                         |   |                     |   |   |            |  
|                                                                         |   |                     |   |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                     |   |                     |   |   |            |  
|                                                                         |   |                     |   |   |            |  
|                                                                         |   |                     |   |   |            |  
|Current Liabilities                                                      |   |                     |   |   |            |  
|Accounts payable and accrued liabilities                                 | $ | 135,435             |   | $ | 109,687    |  
|Management fees payable (Note 4(b))                                      |   | -                   |   |   | 5,000      |  
|Loan payable                                                             |   | -                   |   |   | 50,000     |  
|Due to related parties
      (Notes 4(c))                                |   | 31,237              |   |   | 45,067     |  
|TOTAL CURRENT LIABILITIES                                                |   | 166,672             |   |   | 209,754    |  
|                                                                         |   |                     |   |   |            |  
|Stockholders' Equity (Deficit)                                           |   |                     |   |   |            |  
|Capital Stock (Note 3)                                                   |   |                     |   |   |            |  
|Authorized:                                                              |   |                     |   |   |            |  
|75,000,000 common shares at $0.001 par
      value per share             |   |                     |   |   |            |  
|Issued and outstanding - 26,289,166
      common shares                  |   |                     |   |   |            |  
|(June 30, 2005 - 20,679,166 common shares)                               |   | 26,289              |   |   | 20,679     |  
|Paid in capital in excess of par value
      of stock                    |   | 3,709,261           |   |   | 3,202,221  |  
|TOTAL CAPITAL STOCK                                                      |   | 3,735,550           |   |   | 3,222,900  |  
|Contributed Surplus                                                      |   | 50,590              |   |   | -          |  
|Deficit accumulated during development stage (Note 1)                    |   | (3,741,763          | ) |   | (3,224,279 | )
|Accumulated Other Comprehensive Income (Loss)
      (Note 2(b))          |   | (12,621             | ) |   | (7,790     | )
|TOTAL STOCKHOLDERS'
      EQUITY (DEFICIT)                               |   | 31,756              |   |   | (9,169     | )
|                                                                         |   |                     |   |   |            |  
|TOTAL CURRENT LIABILITIES
      AND STOCKHOLDERS' EQUITY                 | $ | 198,428             |   | $ | 200,585    |  

See Accompanying Notes to Financial Statements

---

|MOVENTIS CAPITAL, INC.                     
|-------------------------------------------
|(A Delaware Corporation)                   
|(A Development Stage Company)              
|Statements of Retained Earnings (Deficit)  
|( in U.S.Dollars)                          
|( Unaudited - Prepared
      by Management)

|                                       |   | Cumulative From |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|-------------------------------------- | - | --------------- | - | - | ----------------- | - | - | ------------------ | - | - | ---------- | - | - | ---------- | -
|                                       |   | Inception Date  |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|                                       |   | on Aug 1, 1997  |   |   | Nine Months Ended |   |   | Three Months Ended |  
|                                       |   | to March 31     |   |   | March 31,         |   |   | March 31,          |  
|                                       |   | 2006            |   |   | 2006              |   |   | 2005               |   |   | 2006       |   |   | 2005       |  
|                                       |   |                 |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|Balance (deficit), beginning of        |   |                 |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|period                                 | $ | -               |   | $ | (3,224,279        | ) | $ | (2,908,604         | ) | $ | (3,524,486 | ) | $ | (2,908,604 | )
|                                       |   |                 |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|Net Profit (loss)
      for the period |   | (3,741,763      | ) |   | (517,484          | ) |   | (218,746           | ) |   | (217,277   | ) |   | (218,746   | )
|                                       |   |                 |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|Balance (deficit),
      end of period | $ | (3,741,763      | ) | $ | (3,741,763        | ) | $ | (3,127,350         | ) | $ | (3,741,763 | ) | $ | (3,127,350 | )

See Accompanying Notes to Financial Statements

---

|MOVENTIS CAPITAL, INC.                     
|-------------------------------------------
|(A Delaware Corporation)                   
|(A Development Stage Company)              
|Statements of Income                       
|( in U.S.Dollars)                          
|( Unaudited - Prepared
      by Management)

|                                   |   | Cumulative From |   |   |                   |   |   |                    |   |   |          |   |   |          |  
|---------------------------------- | - | --------------- | - | - | ----------------- | - | - | ------------------ | - | - | -------- | - | - | -------- | -
|                                   |   | Inception Date  |   |   |                   |   |   |                    |   |   |          |   |   |          |  
|                                   |   | on Aug 1, 1997  |   |   | Nine Months Ended |   |   | Three Months Ended |  
|                                   |   | to March 31     |   |   | March 31,         |   |   | March 31,          |  
|                                   |   | 2006            |   |   | 2006              |   |   | 2005               |   |   | 2006     |   |   | 2005     |  
|General and Adminstrative Expenses |   |                 |   |   |                   |   |   |                    |   |   |          |   |   |          |  
|Amortization of computer software  |   |                 |   |   |                   |   |   |                    |   |   |          |   |   |          |  
|development stage costs            | $ | 262,500         |   |   | 112,500           |   | $ | 112,500            |   | $ | 37,500   |   | $ | 37,500   |  
|Compensation on stock option       |   | 201,740         |   |   | 51,740            |   |   | -                  |   |   | 51,740   |   |   | -        |  
|Computer technology and            |   |                 |   |   |                   |   |   |                    |   |   |          |   |   |          |  
|software development-preliminary   |   |                 |   |   |                   |   |   |                    |   |   |          |   |   |          |  
|development stage
      costs      |   | 397,647         |   |   | 2,139             |   |   | 2,070              |   |   | 0        |   |   | -        |  
|Depreciation - fixed assets        |   | 119,550         |   |   | 7,524             |   |   | 10,407             |   |   | 1,881    |   |   | 3,469    |  
|Filing and transfer agent fees     |   | 39,573          |   |   | 7,396             |   |   | 2,888              |   |   | 3,714    |   |   | 790      |  
|Financing costs                    |   | 22,550          |   |   | -                 |   |   | -                  |   |   | -        |   |   | -        |  
|Funding agreement commitment costs |   | 345,600         |   |   | -                 |   |   | -                  |   |   | -        |   |   | -        |  
|Interest on loans                  |   | 7,268           |   |   | -                 |   |   | -                  |   |   | -        |   |   | -        |  
|Marketing                          |   | 10,052          |   |   | 10,052            |   |   | -                  |   |   | -        |   |   | -        |  
|Management and consulting fees     |   | 1,161,767       |   |   | 185,363           |   |   | 179,402            |   |   | 61,239   |   |   | 92,555   |  
|Office expenses, net               |   | 268,075         |   |   | 31,801            |   |   | 21,128             |   |   | 12,122   |   |   | 3,755    |  
|Option payment, mineral properties |   | 30,000          |   |   | 0                 |   |   | -                  |   |   | 0        |   |   | -        |  
|Professional fees                  |   | 342,992         |   |   | 65,395            |   |   | 12,015             |   |   | 42,637   |   |   | 4,139    |  
|Promotion, investor relations,     |   |                 |   |   |                   |   |   |                    |   |   |          |   |   |          |  
|and investor communications        |   | 95,656          |   |   | 6,945             |   |   | 845                |   |   | 1,470    |   |   | -        |  
|Travel expenses                    |   | 115,709         |   |   | 31,978            |   |   | 19,592             |   |   | 4,974    |   |   | 11,734   |  
|Website marketing                  |   | 322,723         |   |   | 5,026             |   |   | 16,342             |   |   | 0        |   |   | 12,304   |  
|Total General and Administrative   |   |                 |   |   |                   |   |   |                    |   |   |          |   |   |          |  
|Expenses                           | $ | 3,743,402       |   | $ | 517,859           |   | $ | 377,189            |   | $ | 217,277  |   | $ | 166,246  |  
|                                   |   |                 |   |   |                   |   |   |                    |   |   |          |   |   |          |  
|Interest and other income          |   | 1,639           |   |   | 375               |   |   | -                  |   |   | -        |   |   | -        |  
|Deferred
      income taxes        |   | -               |   |   | -                 |   |   | 52,500             |   |   | -        |   |   | 52,500   |  
|Net income (loss) for the period   | $ | (3,741,763      | ) | $ | (517,484          | ) | $ | (429,689           | ) | $ | (217,277 | ) | $ | (218,746 | )
|Other Comprehensive Income (Loss)  |   |                 |   |   |                   |   |   |                    |   |   |          |   |   |          |  
|Cumulative currency translation    |   |                 |   |   |                   |   |   |                    |   |   |          |   |   |          |  
|adjustments                        |   | (12,621         | ) |   | (4,831            | ) |   | -                  |   |   | (2,136   | ) |   | -        |  
|Comprehensive Income (Loss)        | $ | (3,754,384      | ) | $ | (522,315          | ) | $ | (429,689           | ) | $ | (219,413 | ) | $ | (218,746 | )
|                                   |   |                 |   |   |                   |   |   |                    |   |   |          |   |   |          |  
|Net loss per common share          |   |                 |   |   |                   |   |   |                    |   |   |          |   |   |          |  
|Basic
      and diluted            |   |                 |   |   | (0.02             | ) |   | (0.03              | ) |   | (0.01    | ) |   | (0.01    | )

See Accompanying Notes to Financial Statements

---

|MOVENTIS CAPITAL, INC.                     
|-------------------------------------------
|(A Delaware Corporation)                   
|(A Development Stage Company)              
|Statements of Cash Flows                   
|(In U.S. Dollars)                          
|( Unaudited - prepared
      by Management)

|                                                             |   | Nine Months Ended |   |   | Three Months Ended |  
|------------------------------------------------------------ | - | ----------------- | - | - | ------------------ | -
|                                                             |   | March
      31,   |   |   | March 31,          |  
|                                                             |   | 2006              |   |   | 2005               |  
|                                                             |   |                   |   |   |                    |  
|Operating Activities                                         |   |                   |   |   |                    |  
|Net profit (loss) for the period                             | $ | (517,484          | ) | $ | (429,689           | )
|Adjustments to reconcile net income
      (loss) to net cash |   |                   |   |   |                    |  
|used in operating activities:                                |   |                   |   |   |                    |  
|Deferred income taxes                                        |   | -                 |   |   | 52,500             |  
|Shares issued for compensation                               |   | 31,000            |   |   | -                  |  
|Stock options compensation                                   |   | 45,740            |   |   | -                  |  
|Depreciation - fixed assets                                  |   | 7,524             |   |   | 10,407             |  
|Amortization of computer
      software                      |   | 112,500           |   |   | 112,500            |  
|Cumulative currency translation adjustments                  |   | (4,831            | ) |   | -                  |  
|Changes in operating assets and
      liabilities, net of    |   |                   |   |   |                    |  
|effects from acquired companies:                             |   |                   |   |   |                    |  
|Deferred income tax                                          |   | -                 |   |   | -                  |  
|Prepaid expenses                                             |   | (9,598            | ) |   | -                  |  
|Accounts payable and accrued
      liabilties                |   | 25,748            |   |   | 154,112            |  
|Management
      fees payable                                |   | (5,000            | ) |   | 54,500             |  
|Net cash used in operating activities                        | $ | (314,401          | ) | $ | (45,670            | )
|Investing Activities                                         |   |                   |   |   |                    |  
|Purchases of fixed asset                                     |   | (6,849            | ) |   | -                  |  
|Net cash used in investing
      activities                  | $ | (6,849            | ) | $ | -                  |  
|Financing Activities                                         |   |                   |   |   |                    |  
|Capital stock subscribed for cash                            |   | 465,500           |   |   | 43,361             |  
|Shares Subscription Receivable                               |   | 21,000            |   |   | -                  |  
|Loan
      payable                                           |   | (63,830           | ) |   | -                  |  
|Net Cash provided by financing activities                    | $ | 422,670           |   | $ | 43,361             |  
|Cash increase (decrease)                                     |   |                   |   |   |                    |  
|during the period                                            |   | 101,420           |   |   | (2,309             | )
|Cash, Beginning
      of period                              |   | 20,522            |   |   | 3,245              |  
|Cash, End of period                                          | $ | 121,942           |   | $ | 936                |  

See Accompanying Notes to Financial Statements

---

|MOVENTIS CAPTIAL, INC.                         
|-----------------------------------------------
|(A Delaware Corporation)                       
|(A Development Stage Company)                  
|Statements of Stockholders' Equity             
|For Period from June 30, 2003 to March 31, 2005
|(In U.S. Dollars)                              
|(Unaudited - Prepared
      by Management)     

|                                                |  | Number of  |   |   |        |   |   | Additional |  |   | Total     |   |   | Retained   |        |   | Contributed |        |   | Other               |        |   | Total         |  
|----------------------------------------------- |  | ---------- | - | - | ------ | - | - | ---------- |  | - | --------- | - | - | ---------- | ------ | - | ----------- | ------ | - | ------------------- | ------ | - | ------------- | -
|                                                |  | Common     |   |   | par    |   |   | Paid-in    |  |   | Capital   |   |   | Earnings   |        |   | Surplus     |        |   | Comprehensive       |        |   | Stockholders' |  
|                                                |  | Shares     |   |   | Value  |   |   | Capital    |  |   | Stock     |   |   | (Deficit)  |        |   | Capital     |        |   | Income
      (Loss) |        |   | Equity        |  
|Balance, June 30, 2003                          |  | 15,630,000 |   | $ | 15,630 |   | $ | 2,645,220  |  | $ | 2,660,850 |   | $ | (2,381,230 | )      | $ | -           |        | $ | 1,400               |        | $ | 281,020       |  
|Issued for cash @ $0.15                         |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|November 1, 2003                                |  | 700,000    |   |   | 700    |   |   | 104,300    |  |   | 105,000   |   |   |            |        |   |             |        |   |                     |        |   | 105,000       |  
|Issued for cash @ $0.15                         |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|December 31, 2003                               |  | 50,000     |   |   | 50     |   |   | 7,450      |  |   | 7,500     |   |   |            |        |   |             |        |   |                     |        |   | 7,500         |  
|Issued for notes payable                        |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|January 4, 2004                                 |  | 624,166    |   |   | 624    |   |   | 61,793     |  |   | 62,417    |   |   |            |        |   |             |        |   |                     |        |   | 62,417        |  
|Net loss for year ended                         |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|June 30, 2004                                   |  |            |   |   |        |   |   |            |  |   |           |   |   | (368,931   | )      |   |             |        |   |                     |        |   | (368,931      | )
|Cumulative currency translation adjustments     |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             | (9,190 | ) |                     | (9,190 | )
|Balance, June 30, 2004                          |  | 17,004,166 |   | $ | 17,004 |   | $ | 2,818,763  |  | $ | 2,835,767 |   | $ | (2,750,161 | )      | $ | -           |        | $ | (7,790              | )      | $ | 77,816        |  
|Warrants exercised @$0.15                       |  | 250,000    |   |   | 250    |   |   | 37,250     |  |   | 37,500    |   |   |            |        |   |             |        |   |                     |        |   | 37,500        |  
|Issued for cash @$0.39                          |  | 15,000     |   |   | 15     |   |   | 5,846      |  |   | 5,861     |   |   |            |        |   |             |        |   |                     |        |   | 5,861         |  
|Issued for management fees payable              |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|May 23, 2005                                    |  | 850,000    |   |   | 850    |   |   | 84,150     |  |   | 85,000    |   |   |            |        |   |             |        |   |                     |        |   | 85,000        |  
|Issued for accounts payable                     |  | 220,000    |   |   | 220    |   |   | 21,497     |  |   | 21,717    |   |   |            |        |   |             |        |   |                     |        |   | 21,717        |  
|May 23, 2005                                    |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|Issued for management fees payable              |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|May 23, 2005                                    |  | 820,000    |   |   | 820    |   |   | 81,180     |  |   | 82,000    |   |   |            |        |   |             |        |   |                     |        |   | 82,000        |  
|Issued for accounts payable                     |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|May 23, 2005                                    |  | 1,310,000  |   |   | 1,310  |   |   | 128,745    |  |   | 130,055   |   |   |            |        |   |             |        |   |                     |        |   | 130,055       |  
|Issued for convertible notes payable            |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|May 23, 2005                                    |  | 210,000    |   |   | 210    |   |   | 24,790     |  |   | 25,000    |   |   |            |        |   |             |        |   |                     |        |   | 25,000        |  
|Net loss for the year ended                     |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|June 30, 2005                                   |  |            |   |   |        |   |   |            |  |   |           |   |   | (474,118   | )      |   |             |        |   |                     |        |   | (474,118      | )
|Balance, June 30, 2005                          |  | 20,679,166 |   | $ | 20,679 |   | $ | 3,202,221  |  | $ | 3,222,900 |   | $ | (3,224,279 | )      | $ | -           |        | $ | (7,790              | )      | $ | (9,169        | )
|Issued for cash $0.10                           |  | 2,000,000  |   |   | 2,000  |   |   | 198,000    |  |   | 200,000   |   |   |            |        |   |             |        |   |                     |        |   | 200,000       |  
|Net loss for the period ended                   |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|September 30, 2005                              |  |            |   |   |        |   |   |            |  |   |           |   |   | (121,231   | )      |   |             |        |   | (894                | )      |   | (122,125      | )
|Issued for cash @ $0.10                         |  | 900,000    |   |   | 900    |   |   | 89,100     |  |   | 90,000    |   |   |            |        |   |             |        |   |                     |        |   | 90,000        |  
|Net loss for the period ended                   |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|December 31,2005                                |  |            |   |   |        |   |   |            |  |   |           |   |   | (178,976   | )      |   |             |        |   | (1,801              | )      |   | (180,777      | )
|Issued for management fees                      |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|payable @ $0.10                                 |  | 250,000    |   |   | 250    |   |   | 24,750     |  |   | 25,000    |   |   |            |        |   |             |        |   |                     |        |   | 25,000        |  
|Issued for Cash @ $0.15                         |  | 1,310,000  |   |   | 1,310  |   |   | 195,190    |  |   | 196,500   |   |   |            |        |   |             |        |   |                     |        |   | 196,500       |  
|Cancellation of Shares                          |  | (4,850,000 | ) |   | (4,850 | ) |   |            |  |   | (4,850    | ) |   |            |        |   |             |        |   |                     |        |   | (4,850        | )
|Contributed Surplus from Cancelled
      Shares |  |            |   |   |        |   |   |            |  |   |           |   |   |            | 4,850  |   |             |        |   |                     |        |  
|Issued for Services                             |  | 6,000,000  |   |   | 6,000  |   |   | -          |  |   | 6,000     |   |   |            |        |   |             |        |   |                     |        |   | 6,000         |  
|Contributed Surplus from Option
      Grants    |  |            |   |   |        |   |   |            |  |   |           |   |   |            | 45,740 |   |             |        |   |                     | 50,590 |  
|Cumulative currency translation adjustments     |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             | (2,136 | ) |                     | (2,136 | )
|Net loss for the period ended                   |  |            |   |   |        |   |   |            |  |   |           |   |   |            |        |   |             |        |   |                     |        |   |               |  
|March
      31, 2006.                           |  |            |   |   |        |   |   |            |  |   |           |   |   | (217,277   | )      |   |             |        |   |                     |        |   | (201,090      | )
|Balance, March 31, 2006                         |  | 26,289,166 |   | $ | 26,289 |   | $ | 3,709,261  |  | $ | 3,735,550 |   | $ | (3,741,763 | )      | $ | 50,590      |        | $ | (12,621             | )      | $ | 47,943        |  

See Accompanying Notes to Financial Statements

---

|MOVENTIS CAPITAL, INC.       
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|March 31, 2006               
|(In U.S. Dollars)            
|(Unaudited)                  

|        |                    
|------- | -------------------
|Note 1. | BUSINESS OPERATIONS
|        |                    
|        | a)                 
|        |                    
|        | b)                 
|        |                    
|        | c)                 
|        |                    
|        |                    

|        |                                                                                                                                                                                                                                                                                                                            
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note 2. | SIGNIFICANT ACCOUNTING POLICIES
      Basis of Presentation
      The financial statements of the Company have been prepared
        in accordance with generally accepted accounting principles in the United
        States of America and are expressed in US dollars. The Companys
        fiscal year end is June 30.
|        |                                                                                                                                                                                                                                                                                                                            
|        | a)                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                            
|        | b)                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                            

---

|MOVENTIS CAPITAL, INC.       
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|March 31, 2006               
|(In U.S. Dollars)            
|(Unaudited)                  

|        |                                         
|------- | ----------------------------------------
|Note 2. | SIGNIFICANT ACCOUNTING POLICIES (Contd)
|        |                                         

| | Beginning balance, June 30, 2005 & 2004 | $ | (7,790  | ) | $ | (7,790 | )
| | --------------------------------------- | - | ------- | - | - | ------ | -
| | Change during the
      period          |   | (4,831  | ) |   | -      |  
| | Ending balance, March 31, 2006 and 2005 | $ | (12,621 | ) | $ | (7,790 | )

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | c)  | Amortization of Computer Software                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | Development  Application Development Stage
        Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | Amortization of computer software costs of $325,000 commenced on July
      1, 2004. The amortization period is for twenty-six months on a straight-line
      basis. Accumulated Amortization of $262,500 has been charged to operations
      leaving a balance of $62,500 to be amortized over future periods at the
      rate of $37,500 per quarter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | d)  | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires management
      to make estimates and assumptions that affect the reported amounts of assets
      and liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of sales and expenses
      during the reporting periods. Areas where significant judgment is made include,
      but are not limited to: revenue recognition and marketing program accruals.
      Actual results could differ materially from these estimates.                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | Cash is represented by funds on deposit with the Companys
        bankers and is unrestricted as to use.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (f) | Earnings or Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | Basic earnings or loss per share are based on the weighted
        average number of common shares outstanding. Diluted earnings or loss
        per share is based on the weighted average number of common shares outstanding
        and dilutive common stock equivalents. Basic earnings/loss per share is
        computed by dividing income/loss (numerator) applicable to common stockholders
        by the weighted average number of common shares outstanding (denominator)
        for the period. All earnings or loss per share amounts in the financial
        statements are basic earnings or loss per share, as defined by SFAS No.
        128, Earnings Per Share. Diluted earnings or loss per share
        does not differ materially from basic earnings or loss per share for all
        periods presented.

---

|MOVENTIS CAPITAL, INC.       
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|March 31, 2006               
|(In U.S. Dollars)            
|(Unaudited)                  

|Note 2. | SIGNIFICANT ACCOUNTING POLICIES (Contd)
|------- | ----------------------------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company adopted EITF Issued
        04-8 to include in the computation of diluted earnings per share, if dilutive,
        all instruments with embedded conversion features without considering
        whether the market conditions for conversion have been met, if conversion
        of these instruments is contingent on market conditions indexed to the
        price of the issuers shares.
| |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (g)                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (h)                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (i)                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                            

---

|MOVENTIS CAPITAL, INC.       
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|March 31, 2006               
|(In U.S. Dollars)            
|(Unaudited)                  

|        |                                         
|------- | ----------------------------------------
|Note 2. | SIGNIFICANT ACCOUNTING POLICIES (Contd)
|        |                                         
|        |                                         
|        |                                         
|        |                                         
|        |                                         
|        | (j)                                     
|        |                                         
|        |                                         
|        |                                         
|        | (k)                                     
|        |                                         
|        |                                         
|        |                                         
|        | (l)                                     
|        |                                         
|        |                                         

---

|MOVENTIS CAPITAL, INC.       
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|March 31, 2006               
|(In U.S. Dollars)            
|(Unaudited)                  

|        |                                                 
|------- | ------------------------------------------------
|Note 2. | SIGNIFICANT ACCOUNTING POLICIES
        (Contd)
|        |                                                 
|        | (m)                                             
|        |                                                 
|        |                                                 

|        |              
|------- | -------------
|Note 3. | CAPITAL STOCK
|        |              
|        | a)           
|        |              
|        | b)           

| |                         |  | Shares     |   |  | $         |  
| | ----------------------- |  | ---------- | - |  | --------- | -
| | Balance, June 30, 2005  |  | 20,679,166 |   |  | 3,222,900 |  
| | Issued for compensation |  | 6,250,000  |   |  | 31,000    |  
| | Cancelled shares        |  | (4,850,000 | ) |  | (4,850    | )
| | Private placements      |  | 4,210,000  |   |  | 486,500   |  
| |                         |  |            |   |  |           |  
| |                         |  |            |   |  |           |  
| | Balance, March 31, 2006 |  | 26,289,166 |   |  | 3,735,550 |  

| |    |                                                          
| | -- | ---------------------------------------------------------
| | c) | Warrants outstanding as at March 31, 2006 are as follows:
| |    |                                                          

| |                           | Shares    | Exercise Price | Maturity Date                      
| | ------------------------- | --------- | -------------- | -----------------------------------
| | Jillian Henderson         | 15,000    | $0.50          | October 14, 2006                   
| | Various
      (3 Parties) | 1,200,000 | $0.15          | May
      28, 2006 to July 28, 2006
| |                           |           |                |                                    
| |                           | 1,215,000 |                |                                    

---

|MOVENTIS CAPITAL, INC.       
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|March 31, 2006               
|(In U.S. Dollars)            
|(Unaudited)                  

|        |                           
|------- | --------------------------
|Note 4. | RELATED PARTY TRANSACTIONS
|        |                           
|        | a)                        

| | Blake Ponuick and          |  |           |  | 
| | -------------------------- |  | --------- |  | 
| | Axiom Strategy Group, Inc. |  | 4,525,000 |  | 
| | Marlene C. Schluter and    |  |           |  | 
| | MCS Management Ltd.        |  | 2,590,000 |  | 
| | Fraser Atkinson            |  | 700,000   |  | 
| | Walter Kloeble             |  | 300,000   |  | 
| | Total common shares owned  |  | 8,115,000 |  | 

| |    |                          
| | -- | -------------------------
| | b) | Management fees payable -

| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a. | Pursuant to a management agreement effective November
        1, 1998, the Company paid $2,500 per month increasing to $ 5,000 per month
        effective November 1, 2005 to MCS Management Ltd., a company wholly owned
        by Ms. Marlene C. Schluter, Director, of the Company, for management services
        provided to the Company by MCS Management Ltd. This contract was terminated,
        effective February 28, 2006.
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | b. | Pursuant to a consulting agreement effective August
        1, 2002, the Company pays $2,500 per month to Fortune Capital Management.
        On November 1, 2005 a new consulting agreement was signed with Fortune
        Capital Management with a monthly consulting fee of $5,000. Fortune Capital
        Management is a company owned and controlled by Mr. Stanley Ross, an affiliate
        of the Company.                   
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | c. | The Company pays $5,000 per month to Axiom Strategy
        Group, Inc., on a month to month basis for management services related
        to the duties performed as the Chief Executive Officer of the Company.
        Axiom Strategy Group, Inc., is a company owned and controlled by Mr. Blake
        Ponuick, CEO of the Company.                                                                                                 
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | d. | The Company pays $2,275 per month to WMK Financial, Inc.,
        on a month to month basis for management services related to the duties
        performed as the Chief Financial Officer of the Company. WMK Financial,
        Inc., is a company owned and controlled by Mr. Walter Kloeble, CFO of
        the Company.                                                                                                              

| |    |                                                                         
| | -- | ------------------------------------------------------------------------
| | c) | Loans to the Company unpaid as at March 31, 2006 are
        as follows:
| |    |                                                                         

| | Chad D. Lee                | $ | 13,830 | 
| | -------------------------- | - | ------ | 
| | Snowy Creek Resources Ltd. |   | 7,407  | 
| | Marlene C. Schluter        |   | 10,000 | 
| |                            | $ | 31,237 | 

Mr. Chad Lee is the previous CEO of
  the Company. The loan from Mr. Lee is scheduled to be fully paid back to Mr.
  Lee by the Company in the fourth quarter of the current fiscal year. Snowy Creek
  Resources Ltd. is a Company owned by Ms. Marlene C. Schluter, Director and a
  shareholder of the company. The loans to Snowy Creek Resources Ltd. and Ms.
  Marlene C.

---

|MOVENTIS CAPITAL, INC.       
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|March 31, 2006               
|(In U.S. Dollars)            
|(Unaudited)                  

| |                                            
| | -------------------------------------------
| | Note 4. RELATED PARTY TRANSACTIONS (Contd)

Schluter are scheduled to be paid back
  to these parties by the Company in installments over the next eleven months
  ending in January 2007. All of these loans are non interest bearing, are unsecured,
  and are disclosed as current liabilities in these financial statements.

|Note 5. | PROPERTY AND EQUIPMENT - COMPUTER EQUIPMENT
|------- | -------------------------------------------

The Company depreciates its computer
  equipment using the declining-balance basis at the rate of 30% per year. The
  cost and accumulated depreciation are as follows:

| |                          |   | March 31, |  
| | ------------------------ | - | --------- | -
| |                          |   | 2006      |  
| | Cost                     | $ | 123,938   |  
| | Accumulated depreciation |   | (119,550  | )
| | Net balance, March 31    | $ | 4,388     |  

|        |                                      
|------- | -------------------------------------
|Note 6. | COMPUTER TECHNOLOGY AND WEBSITE COSTS

Computer Software Costs capitalized

By agreement dated July 30, 1999 between
  the Company and Stratford Internet Technologies (Stratford), Stratford
  had been engaged to create, maintain, upgrade and supply artwork, computer files,
  and coding for a website at www.virtuallydating.com for the amount of $400,000
  US, less unpaid amount of $75,000 reversed in these financial statement for
  the quarter ended September 30, 2001, due to the receivership of Stratford,
  for a net amount of $325,000, which is capitalized in these financial statements.
  The computer software costs of $262,500 have been expensed to March 31, 2006
  (See Note 2(c)).

| |                                 |   | March 31, |  
| | ------------------------------- | - | --------- | -
| |                                 |   | 2006      |  
| | Balance, June 30, 2005 and 2004 | $ | 325,000   |  
| | Accumulated amortization        |   | (262,500  | )
| | Balance, March 31               | $ | 62,500    |  

---

|MOVENTIS CAPITAL, INC.       
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|March 31, 2006               
|(In U.S. Dollars)            
|(Unaudited)                  

|        |                                               
|------- | ----------------------------------------------
|Note 7. | STOCK BASED COMPENSATION/ PENSION
        PLAN
|        |                                               
|        | a)                                            

| |  |  |                      |  |                       |  |  |                      |  |  |                             |  |  |      |  |   | Options Expense | 
| |  |  | -------------------- |  | --------------------- |  |  | -------------------- |  |  | --------------------------- |  |  | ---- |  | - | --------------- | 
| |  |  |                      |  | Options Granted as at |  |  | Options Vested as at |  |  | (Contributed Capital) as at | 
| |  |  |                      |  | March 31,             |  |  | March 31,            |  |  | March 31,                   | 
| |  |  |                      |  | 2006                  |  |  | 2005                 |  |  | 2006                        |  |  | 2005 |  |   | 2006            | 
| |  |  | Officers & Directors |  | 925,000               |  |  | -                    |  |  | 462,500                     |  |  | -    |  | $ | 41,240          | 
| |  |  | Advisors             |  | 100,000               |  |  | -                    |  |  | -                           |  |  | -    |  | $ | 2,833           | 
| |  |  | Others               |  | 340,000               |  |  | -                    |  |  | -                           |  |  | -    |  | $ | 1,667           | 
| |  |  | Balance, March 31    |  | 1,365,000             |  |  | -                    |  |  | 462,500                     |  |  | -    |  | $ | 45,740          | 

Expense Model Assumptions:

| |  |  |                          | Directors & | Advisors      
| |  |  | ------------------------ | ----------- | --------------
| |  |  |                          | Officers    | &
      Others
| |  |  | Issue Price:             | $0.35       | $0.35         
| |  |  | Exercise Price:          | $0.35       | $0.35         
| |  |  | Expected Life of Option: | 1 Year      | 4 Years       
| |  |  | Risk Free Rate:          | 3.00 %      | 3.00 %        
| |  |  | Expected Dividend:       | 0           | 0             
| |  |  | Stock Volatility:        | 75%         | 75%           

| |  | b) | There are no liabilities for pension costs at March
        31, 2006, as the Company does not have a pension plan.
| |  | -- | ------------------------------------------------------------------------------------------------------------------

---

|MOVENTIS CAPITAL, INC.       
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|March 31, 2006               
|(In U.S. Dollars)            
|(Unaudited)                  

|        |                                                                                                                                                                                                                                                           
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note 8. | NET LOSS PER SHARE
      Net loss per common share is computed by dividing net loss
        by the weighted average of shares outstanding during the period.
      Computation of basic and diluted weighted average number
        of shares outstanding:
|        |                                                                                                                                                                                                                                                           

| |                                                    |  | Three months ended, March 31, |  
| | -------------------------------------------------- |  | ----------------------------- | -
| |                                                    |  | 2006                          |  
| | Net income                                         |  | ($217,277                     | )
| | Basic                                              |  | 26,289,166                    |  
| | Warrants                                           |  | 1,200,000                     |  
| | Convertible Notes $25,000 @$0.25                   |  | -                             |  
| | Stock plan options                                 |  | 1,365,000                     |  
| | Dilutive                                           |  | 28,854,166                    |  
| | Diluted - same as Basic, due to loss on operations |  | 26,289,166                    |  

| | Computation of net loss per share: |   |                               |   |   |        |  
| | ---------------------------------- | - | ----------------------------- | - | - | ------ | -
| |                                    |   | Three months ended, March 31, |  
| |                                    |   | 2006                          |   |   | 2005   |  
| | Net loss per share - Basic         | $ | ($0.01                        | ) | $ | ($0.01 | )
| | Net loss per share - Diluted       | $ | ($0.01                        | ) | $ | ($0.01 | )

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note 9.  | INCOME TAXES
      The Company has losses carried forward to future years
        of $3,741,763. There are no current or deferred tax expenses for the period
        ended March 31, 2006, due to the Company's loss position. The Company
        has fully reserved for any benefits of these losses. The deferred tax
        consequences of temporary differences in reporting items for financial
        statement and income tax purposes are recognized, as appropriate. Realization
        of the future tax benefits related to the deferred tax assets is dependent
        on many factors, including the Company's ability to generate taxable income
        within the net operating loss carryforward period. Management has considered
        these factors in reaching its conclusion that any future tax benefits
        or expenses may be fully offset by a valuation allowance.
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 10. | FINANCIAL INSTRUMENTS
      The Companys financial instruments consist of cash,
        accounts payable and accrued liabilities, and loans from related parties.
        It is managements opinion that the Company is not exposed to significant
        interest, currency or credit risks arising from these financial instruments.
        The fair value of these financial instruments approximates their carrying
        values.                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

|MOVENTIS CAPITAL, INC.       
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|March 31, 2006               
|(In U.S. Dollars)            
|(Unaudited)                  

|         |                  
|-------- | -----------------
|Note 11. | SUBSEQUENT EVENTS
|         |                  
|         | (a)              
|         |                  
|         | (b)              

---

Item 2  Managements Discussion and Analysis or Plan of
Operation

General

Moventis Capital, formerly known as Online Innovation (“the
  Company”), was incorporated as a Delaware corporation on May 7, 1997.
  On December 14, 2005, in accordance with a majority shareholder resolution,
  we filed a Preliminary Schedule 14-C with the Securities and Exchange Commission
  (SEC) to effect a name change from Online Innovation, Inc. to Moventis Capital,
  Inc. On January 3, 2006, the Company filed a Definitive 14-C with the SEC, and
  on February 3, 2006 received confirmation of the name change to Moventis Capital,
  Inc. from the State of Delaware.

Our common stock trades in the over-the-counter market on the
Over-the-Counter Bulletin Board (OTCBB) under the trading symbol MVTS.OB.
Prior to February 14, 2006, our common stock traded under the symbol
ONIN.OB.

Plan of Operation

The Company intends to focus its business plan on acquiring a
controlling interest in a portfolio of small to medium sized businesses (Target
Companies) in key business sectors like technology, manufacturing, energy and
healthcare, and assisting with the development and growth of those enterprises.
The Company intends to select established small to mid-sized growth companies
that are profitable or demonstrate the potential for profitability in a short
period of time.

The Company expects to implement a criteria and selection
process for determining the suitability of Target Companies for acquisition.
Although the Companys selection criteria is intended to be a guideline only,
and may have exceptions, these guidelines may include:

- Revenue and Profitability:An established revenue base with the
  potential for increased revenues growth. The Company expects to focus on
  Target Companies with annual revenue between $1 million to $15 million.
  Suitable Target Companies should be profitable or demonstrate the potential of
  profitability within a short period of time, without the need for substantial
  capital investment.
- Established or Defendable Market Position:Suitable Target
  Companies should demonstrate an established market position, or the potential
  to establish a leadership position in a specific niche market or geographic
  region. Suitable Target Companies should also demonstrate a defendable market
  position that may include proprietary technology or patents, strategic
  partnerships, long term customer or vendor relationships, or certain exclusive
  rights.
- Scalability:Suitable Target Companies should demonstrate a
  scalable business model and infrastructure that is not reliant on substantial
  infrastructure or capital investment.
- Growth Potential:The Company expects to select Target Companies
  that have demonstrated strong growth or the potential for strong growth.
  Target Companies should also operate in niche markets which are large and
  growing. These may include for example, the manufacturing,

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- Proven Management Team:The Company intends to operate primarily as
  a holding Company of the Target Companies that it acquires, and anticipates
  that these Target Companies will operate as wholly owned or majority owned
  subsidiaries. Although the Company expects to contribute operational,
  marketing, business development, and financial support to its Target Companies
  to help improve growth and operational performance, the Company expects to
  invest in Target Companies that have a proven and experienced core management
  teams that have demonstrated their ability to professionally manage the Target
  Companies.
- Platform Acquisition:The Company intends to acquire a number of
  platform Target Companies in different markets to provide a diverse portfolio
  of subsidiary companies. This will be in an effort to minimize risk associated
  with influences beyond the Companys control, such as economic, market or
  government regulatory conditions that may adversely impact growth or viability
  of a single market. The Company further intends to select Target Companies
  that demonstrate the ability to serve as platforms for acquisitions of other
  Target Companies. They may be complementary or demonstrate the potential for
  integration into the operations of the platform Target Companies to benefit
  from operational efficiencies through integration.
- Domain Experience:The Company may have a preference for Target
  Companies that operate in a market or sector in which the Management, Board of
  Directors or Board of Advisors has experience, expertise and networks.

The Company does not have sufficient funds for the acquisition
of Target Companies but expects that it will fund the acquisitions of Target
Companies most often through a combination of cash and or equity, using its
stock as a currency for acquisitions. The Company expects that when it
identifies a Target Company, in order to raise sufficient capital for its
acquisition, it will do acquisition-specific private placement offerings of its
shares. The Company expects to have a preference for Target Companies that will
be amenable to accepting a majority of equity or debt from the Company as
consideration for its purchase. The Company believes this may be more acceptable
to private Target Companies which do not have clear liquidity or succession
strategies, or the potential for same.

The Company intends to, whenever possible, target companies
that may have a valuation at or below historical values of comparable companies
due to corporate restructurings or reorganizations, lack of growth capital or
due to identifiable operational inefficiencies.

The Company intends to acquire Target Companies and hold long
term while assisting, when needed, with their development. This may include
applying strategic management services, guidance in marketing, sales and
business strategy, financial and operational functions, attracting supplementary
management, integration with complementary Target Company acquisitions and
raising subsequent or alternative financing. The Company may attempt to increase
its return through a complete or partial divestiture, merger or spin-off in a
public offering.

Current Web Business and Properties

The Company's previous business model under Online Innovation
focused on the development and hosting of internet website communities, such as
its virtuallydating.com web property. With the Companys change in business
direction, it anticipates it will investigate favourable strategic business
alternatives for the internet properties it owns, including www.virtuallydating.com and www.urbanflirt.com.

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Forward Looking Statements

All statements, other than statements of historical facts, included in this report that address activities, events or developments that the Company expects, believes, intends or anticipates will or may occur in the future, are forward-looking
statements. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise,
could differ materially from those set forth in or contemplated by the forward-looking statements herein. These risks and uncertainties include, but are not limited to, management of growth, including the ability to attract and retain qualified
employees; the ability to identify and close strategic acquisitions and to integrate those acquisitions made by the Company and the costs associated with such acquisitions; dependence on its principal executive officer; substantial competition from
larger companies with greater financial and other resources than the Company; the success of its marketing strategy; currency fluctuations and other risks associated with foreign sales and foreign operations; quarterly fluctuations in revenues,
income and overhead expense; and potential product liability risk associated with its existing and future products. Readers are cautioned not to put undue reliance on forward-looking statements, which are made as of the date of this report. The
Company does not intend to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

Purchase of Equipment

At this time, the Company does not anticipate the purchase of any significant equipment except pursuant to acquisitions of companies pursuant to its business plan.

Employees

The Company currently has no full or part-time employees. The Company has historically retained consultants to provide services related to the administration, management and development of the Company. At this time, we do not anticipate the addition
of any employees except through acquisitions of companies pursuant to our business plan.

Cash Requirements

The Company has historically relied on funding its operations through the sale of its Common Stock. During the three months ended March 31, 2006, the Company received $196,500 from the sale of Common Stock and expects it will need to continue to
fund operations through the sale of its securities. The Company intends to use available current and future finances raised to fund ongoing operations and for general and administrative expenses, marketing, research and the investigation of
acquisition opportunities.

The Company also expects that its new business strategy of acquiring and growing small to medium enterprises will rely substantially on the Companys ability to raise additional investment capital to fund operations and acquisitions of Target
Companies.

The Company plans to begin seeking additional funding within the next three months. The Company also expects that once it identifies target companies for acquisition, in order to complete the purchase of a controlling interest in these target
companies, it will be required to seek further substantial funding for its purchase and operating needs. The Company expects that an acquisition may require it to raise funding for, in some cases, between 1050% of the purchase price for a
target company, in addition to significant professional, legal, accounting and consulting fees that may be incurred to identify, perform due diligence and valuations, negotiate and document the acquisition of a Target Company. There can be no
assurance that additional funding for operations of the acquisition of Target Companies will be available on favorable terms, if at all. If adequate funds are not available, the Company may be required to cease or limit its acquisitions
significantly or change its business plan.

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The Companys financial statements for the year ended June 30,
2005 were prepared on a going concern basis in accordance with United States
Generally Accepted Accounting Principles. The going concern basis of
presentation assumes that the Company will continue in operation for the
foreseeable future and will be able to realize its assets and discharge its
liabilities and commitments in the normal course of business. As at March 31,
2006 the Company had a working capital deficiency of $35,132. The Companys
financial condition requires it to raise additional equity or debt financing in
order to continue operations. The Company can provide no assurance of its
ability to raise additional capital through debt and equity financing.

Item 3  Controls and Procedures

The Company is managed exclusively by its principal executive
officer and principal financial officer. Currently the Company does not have
management or employees separate from these individuals. As a result, all
disclosure decisions are made directly by either the principal executive officer
or principal financial officer of the Company and are based on direct knowledge
of the Companys affairs held by them. These individuals also carry out all
bookkeeping and other record keeping activities undertaken by the Company and
make all business decisions for the Company. While the Company retains the
services of a small number of consultants, none of these individuals has control
over formal disclosure decisions or disclosure contained in documents such as
press releases and financial reports. All formal disclosure documents are
reviewed and approved either by the Companys principal executive officer or the
principal financial officer and are based on first hand knowledge of these
individuals (as opposed to knowledge derived from reports from employees,
consultants or managers). As a consequence, the Company is completely reliant on
either the principal executive officer or the principal financial officer in
order to ensure that the Companys disclosure controls and procedures are
effective and result in full and true disclosure of material facts related to
the Companys affairs.

The only significant change in the Companys internal controls
is that either the principal executive officer or the principal financial
officer can make decisions whereas in the past, both were required to make
decisions. This may be a factor that could affect these controls resulting in
deficiencies or weaknesses of internal controls that could require corrective
action. There were no changes in the Companys internal control over financial
reporting identified in connection with the Companys evaluation of its
disclosure controls and procedures and the effectiveness of those procedures in
the last fiscal quarter.

On February 28, 2006 the Board of Directors formed an Audit Committee
  consisting of three of its members, two being independent. The Audit Committee
  is chaired by one of its independent members, also a professional accountant
  (a Chartered Accountant). The Financial statements and external financial reports
  are reviewed by the Audit Committee of the Board and have been reviewed by an
  independent accountant.

PART II  OTHER INFORMATION

Item 1  Legal Proceedings

In the normal course of our business, we may be a party to
legal proceedings. We are not currently a party to any material legal
proceedings.

Item 1A  Risk Factors

Investing in the Company's securities involves a high degree of
risk. You should carefully consider the following risk factors, and other
information included or incorporated by reference into this report, including
our financial statements and the related notes thereto. You should carefully
review and consider all of the risk factors set forth in "Item 1, Risk Factors"
in our previously filed Form 10-KSB for the period ending June 30, 2005.
Additionally, described below are some additional principal risks that we expect
to

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face because the Company intends to acquire Target Companies and assist in the growth and development of such companies (as discussed above in Part I, Item 2, Plan of Operation), which represents a shift in the Company's business. However, the risk
factors set forth below and in the Form 10-KSB are not the only risks that we may face. Additional risks and uncertainties that we do not presently know about, or have not yet identified, may also adversely affect our business. Our business,
operating results and financial condition could be seriously harmed and you could lose your entire investment by the occurrence of any of the following risks, or by unforeseen risks not listed below.

Competition for the Acquisition of Compatible Target Companies

The market for available Target Companies is subject to intense competition from both private and public buyers, many of who have greater financial resources than the Company. Competition from these identifiable buyers
as well as any other future equity sources may be insurmountable for the Company. If the Company is unable to compete in its attempt to acquire Target Companies, its operating results may suffer or its business may fail.

Need for Future Capital to Fund Acquisitions and Operations

The Company may require substantial additional capital to finance acquisitions and operations in future years. The Company's capital requirements will depend on many factors including, among other things, the results of
operations; the number and timing of acquisitions and the cost of these acquisitions; and the costs associated with identifying, pursuing and acquiring Target Companies. The Company's current business plan requires the need for further financing
activities to fund its operations for the foreseeable future. Due to risks and uncertainties in the marketplace as and the pursuit of acquisitions according to the Company's current business plan, the Company may need to raise additional capital. If
the Company issues additional stock to raise capital, current percentage ownership in the Company would be diluted. If the Company raises capital through debt; its debt servicing costs will increase. Additional financing may not be available when
needed and, if such financing is available, it may not be available on favorable terms.

Difficulty of Integrating Target Companies

The Company's business plan contemplates the identification and acquisition of Target Companies. Acquisitions are particularly difficult to assess because of the rapidly changing operating environments of Target
Companies. Upon the acquisition of a Target Company, the Company will be required to assimilate the personnel, operations and products of the acquired business and train, retain and motivate key personnel. However, the key personnel of the acquired
business may decide not to work for the Company. In addition, the Company may not be successful in the integration of product lines and customers of an acquired company. Moreover, if the operations of an acquired company or business do not meet the
Company's expectations, the Company may be required to restructure the acquired business, or write-off the value of some or all of the assets of the acquired business.

Absence of Operating History

The Company was incorporated on May 7, 1997. As discussed above, however, the Company was previously a mineral exploration and a web development company and it has not had an extensive history in acquiring Target
Companies. Most of its efforts to date have been focused on the identification and targeting of suitable Target Companies. The Company has no revenues from operations and has yet to produce a profit. Failure to achieve projected rates of market
penetration could significantly affect the Company's pattern of revenues and expense, and accordingly, future cash flow. Therefore, the Company's stockholders should be prepared to bear the economic risk of losing their entire investment.

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Company Ownership by Directors and Officers

As of March 31, 2006, the Company's officers, directors and entities affiliated with them, in the aggregate, beneficially owned approximately 8.1 million shares, or 31% of the Company's outstanding Common Stock. These
stockholders, if acting together, would be able to exert significant influence on all matters requiring approval by stockholders, including the election of directors, the approval of mergers or other business combination transactions or a sale of
all or substantially all of the Company's assets.

Costs of Compliance with Securities Laws

Changing laws, regulations, and standards relating to corporate governance, public disclosure, and compliance practices, including the Sarbanes-Oxley Act of 2002 and new Securities and Exchange Commission regulations
are creating uncertainty for many companies in understanding and complying with these laws, regulations, and standards. As a result of this uncertainty and other factors, devoting the necessary resources to comply with evolving corporate governance
and public disclosure standards may result in increased general and administrative expenses and a diversion of management time and attention to compliance activities. The Company may also expect these developments to increase its legal compliance
and financial reporting costs. In addition, these developments may make it more difficult and more expensive for the Company to obtain director and officer liability insurance, and it may be required to accept reduced coverage or incur substantially
higher costs to obtain such coverage. Moreover, the Company may not be able to comply with these new rules and regulations on a timely basis. These developments could make it more difficult for the Company to retain qualified members of its board of
directors or executive officers. The Company is presently evaluating and monitoring regulatory developments and cannot estimate the timing and magnitude of additional costs it may incur as a result. To the extent these costs are significant, the
Company's general and administrative expenses are likely to increase

Losses Related to General Factors and Acquisitions of Target Companies

The Company expects to experience in future periods significant fluctuations in operating results and net income that may be caused by many factors including, among others: general economic conditions; changes in the
demand for products of acquisitions; competitive pricing pressures; personnel changes; and changes in operating expenses.

In addition, the acquisition of Target Companies may cause fluctuations in operating results due to in-process due diligence, research and development charges, the amortization of acquired intangible assets, and the
integration costs recorded in connection with such acquisitions.

As a result, the Company believes that period-to-period comparisons of its results of operations are not necessarily meaningful and should not be relied upon as indications of future performance. Fluctuations in
operating results have caused, and may in the future cause the Company to perform below the expectations of investors. If its operating results fall below market expectations, the price of the Company's Common Stock may fall.

Risks from International Operations

The Company could be exposed to inherent market risks due to the international aspects of its business activities, which include, among others: unexpected changes in regulatory requirements; legal uncertainty; costs and
risks of locating and investigating suitable acquisitions; the limitations imposed by U.S. laws; changes in markets caused by a variety of political, social and economic factors; tariffs and other trade barriers; foreign currency exchange rates;
potential tax benefits; adverse business conditions in specific industries; difficulties in managing international operations; currency exchange rate fluctuations; potentially adverse tax consequences; and the burdens of complying with a wide
variety of foreign laws.

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Item 2 - Unregistered Sales of Equity Securities and Use of
Proceeds

During the three months ended March 31, 2006, the Company issued
  1,310,000 shares of common stock at a price of $0.15 for aggregate cash proceeds
  of $196,500 pursuant to the exercise of warrants. The warrants were exercised
  by seven holders. The warrants were part of units sold in the two preceding
  quarters. The units were issued without registration under the Securities Act
  in reliance on the safe harbour provisions of Regulation S promulgated under
  the Securities Act. None of the purchasers of the securities was a “U.S.
  person” as that term is defined in Rule 902(o) of Regulation S and the
  sale of the securities constituted an “offshore transaction” as
  that term is defined in Rule 902(I) of Regulation S.

Item 3  Defaults upon Senior Securities

There have been no material defaults in the payment of
principal, interest, sinking or purchase fund installments or any other material
defaults with respect to indebtedness of the Company exceeding 5% of the total
assets of the Company. No material arrearage in the payment of dividends and no
delinquency with respect to any preferred stock of the Company have occurred.

Item 4  Submission of Matters to a Vote of Security
Holders

On January 3, 2006, the Company filed a definitive 14-C to
effect the name change to Moventis Capital Inc., and to ratify the FY2005 Stock
Incentive Plan. Under Delaware law and the Companys bylaws, the companys
shareholders are entitled to obtain approval by written consent. The Company
obtained written consents approving these matters from stockholders holding
13,376,405 of its 23,579,166 outstanding shares of Common Stock.

Item 5  Other Information

Subsequent Events

On May 11, 2006 the Company announced the signing of a
definitive purchase agreement to acquire PTL Electronics, an electronics
manufacturing services (EMS) company located in British Columbia, Canada.

Under the terms of the definitive agreement, Moventis will purchase
  PTL for a sum of $6.36 million ($7 million CDN) for all outstanding shares of
  PTL and shareholder loans to PTL. The purchase price consists of $3.18 million
  ($3.5 million CDN) in cash and $3.18 million ($3.5 million CDN) in convertible
  debt, equity. At closing, Moventis will pay $2.73 million ($3 million CDN) in
  cash, the equivalent of $1.09 million ($1.2 million CDN) in common shares and
  a convertible debenture in the amount of $2.09 million ($2.3 million CDN) that
  may be converted into shares at the option of Moventis. A final cash payment
  in the amount of $450,000 ($500,000 CDN) is payable within nine (9) months after
  closing. The transaction is subject to financing and customary closing conditions.
  More information concerning the transaction can be found in the Company's Form
  8-K filed with the Securities and Exchange Commission on May 11, 2006.

Item 6 - Exhibits

|31.1 | Rule 13a-14(a)/15d-14(a)
        Certification of Principal Executive Officer
|---- | -----------------------------------------------------------------------------
|     |                                                                              
|31.2 | Rule 13a-14(a)/15d-14(a)
        Certification of Principal Financial Officer
|     |                                                                              
|32.1 | Section 1350
        Certification of Principal Executive Officer            
|     |                                                                              
|32.2 | Section 1350
        Certification of Principal Financial Officer            

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

|Date: | May 19,
      2006 |     | MOVENTIS CAPITAL, INC.   
|----- | ------------------ | --- | -------------------------
|      |                    |     | (Registrant)             
|      |                    |     |                          
|      |                    |     |                          
|      |                    | By: | /s/
      Blake Ponuick  
|      |                    |     | Blake Ponuick, Director  
|      |                    |     | Chief Executive Officer  
|      |                    |     |                          
|      |                    |     |                          
|      |                    | By: | /s/
      Walter Kloeble 
|      |                    |     | Walter Kloeble, Director,
|      |                    |     | Chief Financial Officer  

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