---

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 December 31, 2005

** ̈******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.(Name of Small Business Issuer 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.(Address of principal executive offices)

(604) 288-2430
  Issuers
telephone number

Online Innovation, Inc.Former 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 ** ̈**

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

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 December 31, 2005, the registrants outstanding common
stock consisted of 23,579,166 shares.

Transitional Small Business Disclosure Format (Check one): YES
  ** ̈** NO **x**

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

---

MOVENTIS CAPITAL, INC.

INDEX TO FORM 10QSB

|                               |         |                                                               | PAGE NO.
|------------------------------ | ------- | ------------------------------------------------------------- | --------
|                               |         |                                                               |         
|PART I  FINANCIAL INFORMATION | 3      
|                               |         |                                                               |         
|                               | Item 1. | Financial Statements                                          | 3       
|                               |         |                                                               |         
|                               | Item 2. | Management Discussion and Analysis or Plan
      of Operation | 4       
|                               |         |                                                               |         
|                               | Item 3. | Controls and Procedures                                       | 6       
|                               |         |                                                               |         
|PART II  OTHER INFORMATION    | 7      
|                               |         |                                                               |         
|                               | Item 1. | Legal Proceedings                                             | 7       
|                               |         |                                                               |         
|                               | Item 2. | Changes in Securities                                         | 7       
|                               |         |                                                               |         
|                               | Item 3. | Defaults Upon Senior Securities                               | 8       
|                               |         |                                                               |         
|                               | Item 4. | Submission of Matters to a Vote of Securities
      Holders   | 8       
|                               |         |                                                               |         
|                               | Item 5. | Other Information                                             | 8       
|                               |         |                                                               |         
|                               | Item 6. | Exhibits and Reports on Form 8-K                              | 8       
|                               |         |                                                               |         
|SIGNATURES                     | 9      

---

PART 1  FINANCIAL INFORMATION

Item 1  Financial Statements

Attached are the registrants unaudited financial statements
  as of and for the six month period ended December 31, 2005, with comparative
  figures as of June 30, 2005 and for the six month period ended December 31,
  2004.



3

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ONLINE INNOVATION, INC. 
  (A Delaware Corporation) 
  (A Development Stage Company) 
  Balance Sheet 
  December 31, 2005(In U.S. Dollars) 
  (With Comparative Figures at June 30, 2005)

|                                                                        |   | December 31,        |   |   | June 30,   |  
|----------------------------------------------------------------------- | - | ------------------- | - | - | ---------- | -
|                                                                        |   | 2005                |   |   | 2005       |  
|                                                                        |   | (Unaudited-Prepared |   |   | (Audited)  |  
|                                                                        |   | By Management)      |   |   |            |  
|                                                                        |   |                     |   |   |            |  
|**ASSETS**                                                              |  
|                                                                        |   |                     |   |   |            |  
|**Current Assets**                                                      |   |                     |   |   |            |  
|Cash                                                                    | $ | 36,308              |   | $ | 20,522     |  
|Prepaid Expenses                                                        |   | 5,633               |   |   | -          |  
|TOTAL CURRENT ASSETS                                                    |   | 41,941              |   |   | 20,522     |  
|Fixed assets                                                            |   |                     |   |   |            |  
|Computer equipment, at cost less accumulated depreciation
      (Note 5 |   | 5,302               |   |   | 5,063      |  
|Computer software development(Note
      6(b))                          |   |                     |   |   |            |  
|Application
      development stage costs                               |   | 100,000             |   |   | 175,000    |  
|                                                                        |   |                     |   |   |            |  
|TOTAL
      ASSETS                                                      | $ | 147,243             |   | $ | 200,585    |  
|                                                                        |   |                     |   |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                    |  
|                                                                        |   |                     |   |   |            |  
|                                                                        |   |                     |   |   |            |  
|Current Liabilities                                                     |   |                     |   |   |            |  
|Accounts payable and accrued liabilities                                | $ | 124,247             |   | $ | 109,687    |  
|Management fees payable (Note
      4(a))                               |   | -                   |   |   | 5,000      |  
|Loan payable (Note 11)                                                  |   | -                   |   |   | 50,000     |  
|Due to related parties (Notes 4(c))                                     |   | 45,067              |   |   | 45,067     |  
|TOTAL
      CURRENT LIABILITIES                                         |   | 169,314             |   |   | 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 - 23,579,166
      common shares                 |   |                     |   |   |            |  
|(June
      30, 2005 - 20,679,166 common shares), par value             |   | 23,579              |   |   | 20,679     |  
|Paid in capital in excess of par
      value of stock                   |   | 3,489,321           |   |   | 3,202,221  |  
|Deficit accumulated during development
      stage (Note 1              |   | (3,524,486          | ) |   | (3,224,279 | )
|Cumulative
      currency translation adjustments (Note 2(b)            |   | (10,485             | ) |   | (7,790     | )
|TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                    |   | (22,071             | ) |   | (9,169     | )
|                                                                        |   |                     |   |   |            |  
|TOTAL CURRENT LIABILITIES AND STOCKHOLDERS'
      EQUITY                | $ | 147,243             |   | $ | 200,585    |  

See Accompanying Notes to Financial Statements

F-1

---

|ONLINE INNOVATION, INC.                    
|-------------------------------------------
|(A Delaware Corporation)                   
|(A Development Stage Company)              
|Statement of Income                        
|( in U.S.Dollars)                          
|( Unaudited - Prepared
      by Management)

Cumulative FromInception Dateon Aug 1, 1997
      
      
      Six Months Ended
      
      
      Three Months Endedto December 31
      
      
      December 31,
      
      
      December 31,2005
      
      
      2005
      
      
      2004
      
      
      2005
      
      
      2004General and Adminstrative ExpensesAmortization of computer softwaredevelopment stage
        costs
      225,000
      
      
      75,000
      
      
      75,000
      
      
      37,500
      
      
      37,500Compensation on stock option
      150,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -Computer technology andsoftware development-preliminarydevelopment
        stage costs
      397,647
      
      
      2,139
      
      
      2,070
      
      
      
      
      
      2,070Depreciation - fixed assets
      117,669
      
      
      5,643
      
      
      6,938
      
      
      2,174
      
      
      3,469Filing and transfer agent fees
      35,859
      
      
      3,682
      
      
      2,098
      
      
      2,507
      
      
      1,607Financing costs
      22,550
      
      
      -
      
      
      -
      
      
      -
      
      
      -Funding agreement commitment
        costs
      345,600
      
      
      -
      
      
      -
      
      
      -
      
      
      -Interest on loans
      7,268
      
      
      -
      
      
      -
      
      
      -
      
      
      -Marketing
      10,052
      
      
      10,052
      
      
      -
      
      
      10,052Management and consulting fees
      1,100,528
      
      
      124,124
      
      
      86,847
      
      
      75,263
      
      
      71,847Office expenses, net
      255,953
      
      
      19,679
      
      
      17,373
      
      
      15,807
      
      
      10,464Option payment, mineral properties
      30,000
      
      
      
      
      
      -
      
      
      
      
      
      -Professional fees
      300,355
      
      
      22,758
      
      
      7,876
      
      
      16,925
      
      
      5,226Promotion, investor relations,and investor
        communications
      94,186
      
      
      5,475
      
      
      845
      
      
      5,475
      
      
      -Travel expenses
      110,735
      
      
      27,004
      
      
      7,858
      
      
      9,497
      
      
      7,281Website marketing
      322,723
      
      
      5,026
      
      
      4,038
      
      
      3,776
      
      
      -Total General and Adminstration Expenses
      3,526,125
      
      
      300,582
      
      
      210,943
      
      
      178,976
      
      
      139,464Interest and other income
      1,639
      
      
      375
      
      
      -
      
      
      -
      
      
      -Net income (loss) for the period
      (3,524,486
      )
      
      (300,207
      )
      
      (210,943
      )
      
      (178,976
      )
      
      (139,464
      )Net loss per common shareBasic and diluted
      
      
      
      (0.01
      )
      
      (0.01
      )
      
      (0.01
      )
      
      (0.01
      )


See Accompanying Notes to Financial Statements

F-2

---

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

|                                                             | Six Months Ended |   |  | Three Months Ended |  
|------------------------------------------------------------ | ---------------- | - |  | ------------------ | -
|                                                             | December 31,     |   |  | December 31,       |  
|                                                             | 2005             |   |  | 2004               |  
|                                                             |                  |   |  |                    |  
|Operating Activities                                         |                  |   |  |                    |  
|Net profit (loss) for the period                             | (300,207         | ) |  | (210,943           | )
|Adjustments to reconcile net
      income (loss) to net cash |                  |   |  |                    |  
|provided by (used in) operating
      activities             | -                |   |  | -                  |  
|Depreciation -
      fixed assets                            | 5,643            |   |  | 6,938              |  
|Amortization of computer software                            | 75,000           |   |  | 75,000             |  
|Cumulative currency
      translation adjustments            | (2,695           | ) |  | -                  |  
|Changes in operating assests and liabilities,
      net of   |                  |   |  |                    |  
|effects from acquired
      companies - Prepaid expenses     | (5,633           | ) |  | -                  |  
|Accounts payable and accrued liabilties                      | 14,560           |   |  | 64,693             |  
|Management fees payable                                      | (5,000           | ) |  | 25,000             |  
|Net cash provided
      by ( used in) operating activities   | (218,332         | ) |  | (39,312            | )
|Investing Activities                                         |                  |   |  |                    |  
|Purchases of fixed asset                                     | (5,882           | ) |  | -                  |  
|Net cash provided by ( used in) investing activities         | (5,882           | ) |  | -                  |  
|Financing Activities                                         |                  |   |  |                    |  
|Capital stock subscribed for
      cash                      | 269,000          |   |  | 43,361             |  
|Shares Subscription Receivable                               | 21,000           |   |  | -                  |  
|Loan payable                                                 | (50,000          | ) |  | -                  |  
|Net Cash provided
      by financing activities              | 240,000          |   |  | 43,361             |  
|Cash increase                                                |                  |   |  |                    |  
|during the period                                            | 15,786           |   |  | 4,049              |  
|Cash, Beginning of period                                    | 20,522           |   |  | 3,245              |  
|Cash, End of period                                          | 36,308           |   |  | 7,294              |  

See Accompanying Notes to Financial Statements

F-3

---

|ONLINE INNOVATION, INC.                           
|--------------------------------------------------
|(A Delaware Corporation)                          
|(A Development Stage Company)                     
|Statements of Stockholders' Equity                
|For Period from June 30, 2001 to December 31, 2005
|(In U.S. Dollars)                                 
|(Unaudited - Prepared
      by Management)        

|                                            |  |            |   |   |        |   |   |            |   |   |           |   |   |            |   |   | Cumulative  |   |   |               |  
|------------------------------------------- |  | ---------- | - | - | ------ | - | - | ---------- | - | - | --------- | - | - | ---------- | - | - | ----------- | - | - | ------------- | -
|                                            |  | Number of  |   |   |        |   |   | Additional |   |   | Total     |   |   | Retained   |   |   | Currency    |   |   | Total         |  
|                                            |  | Common     |   |   | par    |   |   | Paid-in    |   |   | Capital   |   |   | Earnings   |   |   | Translation |   |   | Stockholders' |  
|                                            |  | Shares     |   |   | Value  |   |   | Capital    |   |   | Stock     |   |   | (Deficit)  |   |   | Adjustments |   |   | Equity        |  
|Balance, June 30, 2001                      |  | 14,595,000 |   | $ | 14,595 |   | $ | 2,300,505  |   | $ | 2,315,100 |   | $ | (1,922,937 | ) | $ | 80          |   | $ | 392,243       |  
|Cancellation of 175,000 shares on           |  |            |   |   |        |   |   |            |   |   |           |   |   |            |   |   |             |   |   |               |  
|August 23, 2001                             |  | (175,000   | ) |   | (175   | ) |   | (82,075    | ) |   | (82,250   | ) |   |            |   |   |             |   |   | (82,250       | )
|Cumulative currency translation adjustments |  |            |   |   |        |   |   |            |   |   |           |   |   |            |   |   | 194         |   |   | 194           |  
|Net loss for year ended June 30, 2002       |  |            |   |   |        |   |   |            |   |   |           |   |   | (135,277   | ) |   |             |   |   | (135,277      | )
|Balance, June 30, 2002                      |  | 14,420,000 |   |   | 14,420 |   |   | 2,218,430  |   |   | 2,232,850 |   |   | (2,058,214 | ) |   | 274         |   |   | 174,910       |  
|Issued for cash @ $0.30                     |  |            |   |   |        |   |   |            |   |   |           |   |   |            |   |   |             |   |   |               |  
|July 22, 2002                               |  | 100,000    |   |   | 100    |   |   | 29,900     |   |   | 30,000    |   |   |            |   |   |             |   |   | 30,000        |  
|Issued for cash @ $0.30                     |  |            |   |   |        |   |   |            |   |   |           |   |   |            |   |   |             |   |   |               |  
|July 26, 2002                               |  | 600,000    |   |   | 600    |   |   | 179,400    |   |   | 180,000   |   |   |            |   |   |             |   |   | 180,000       |  
|Issued for loan payable @ $0.30             |  |            |   |   |        |   |   |            |   |   |           |   |   |            |   |   |             |   |   |               |  
|August 31, 2002                             |  | 110,000    |   |   | 110    |   |   | 32,890     |   |   | 33,000    |   |   |            |   |   |             |   |   | 33,000        |  
|Shares subscribed and                       |  |            |   |   |        |   |   |            |   |   |           |   |   |            |   |   |             |   |   |               |  
|paid for cash @$0.50                        |  |            |   |   |        |   |   |            |   |   |           |   |   |            |   |   |             |   |   |               |  
|November 6, 2002                            |  | 250,000    |   |   | 250    |   |   | 124,750    |   |   | 125,000   |   |   |            |   |   |             |   |   | 125,000       |  
|Issued for cash @ $0.40                     |  |            |   |   |        |   |   |            |   |   |           |   |   |            |   |   |             |   |   |               |  
|April 25, 2003                              |  | 100,000    |   |   | 100    |   |   | 39,900     |   |   | 40,000    |   |   |            |   |   |             |   |   | 40,000        |  
|Issued for cash @ $0.40                     |  |            |   |   |        |   |   |            |   |   |           |   |   |            |   |   |             |   |   |               |  
|April 25, 2003                              |  | 50,000     |   |   | 50     |   |   | 19,950     |   |   | 20,000    |   |   |            |   |   |             |   |   | 20,000        |  
|Cumulative currency translation adjustments |  |            |   |   |        |   |   |            |   |   |           |   |   |            |   |   | 1,126       |   |   | 1,126         |  
|Net loss for year ended                     |  |            |   |   |        |   |   |            |   |   |           |   |   |            |   |   |             |   |   |               |  
|June 30, 2003                               |  |            |   |   |        |   |   |            |   |   |           |   |   | (323,016   | ) |   |             |   |   | (323,016      | )
|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                             |  | 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                             |  | 900,000    |   |   | 900    |   |   | 89,100     |   |   | 90,000    |   |   |            |   |   |             |   |   | 90,000        |  
|Net loss for the period ended               |  |            |   |   |        |   |   |            |   |   |           |   |   |            |   |   |             |   |   |               |  
|December 31,2005                            |  |            |   |   |        |   |   |            |   |   |           |   |   | (178,976   | ) |   | (1,801      | ) |   | (180,777      | )
|Balance, December 31, 2005                  |  | 23,579,166 |   | $ | 23,579 |   | $ | 3,489,321  |   | $ | 3,512,900 |   | $ | (3,524,486 | ) | $ | (10,485     | ) | $ | (22,071       | )

See Accompanying Notes to Financial Statements

F-4

---

|ONLINE INNOVATION, INC.      
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|December 31, 2005            
|(In U.S. Dollars)            
|(Unaudited)                  
|                             

|Note 1. | BUSINESS OPERATIONS
|------- | -------------------

| | a) | The Company was incorporated on May 7, 1997 as Micro
        Millennium, Inc., under the Company Act of the State of Delaware, U.S.A.,
        and commenced inception of business on August 1, 1997. The Company changed
        its name from Micro Millennium, Inc. to Sinaloa Gold Corp. on October
        16, 1997 and changed its name from Sinaloa Gold Corp. to Online Innovation,
        Inc. on April 8, 1999, and to Moventis Capital Inc. on February 14,2006
        (Note 11)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | b) | The Company has changed its business focus to that of
        an acquisition company, targeting small to medium size businesses, from
        being a development stage internet/e-commerce website development company
        and was previously in the mining resource industry and has not generated
        any significant revenues from its planned operations. The deficit has
        been accumulated during the development stage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | c) | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | These financial statements have been prepared in accordance
        with generally accepted accounting principles in the United States of
        America applicable to a going concern which assume that the Company will
        realize its assets and discharge its liabilities in the normal course
        of business. The Company has incurred losses since inception of $3,524,486
        to December 31, 2005 and has a working capital deficiency of $127,373
        as at December 31, 2005. These factors create substantial doubt as to
        the ability of the Company to continue as a going concern. Realization
        values may be substantially different from the carrying values as shown
        in these financial statements should the Company be unable to continue
        as a going concern. Management is in the process of identifying sources
        for additional financing to fund the ongoing development of the Companys
        business.

|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) | Administration Costs                                                                                                                                                                                                                                            
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                 
| |    | Administration costs are written off to operations
        when incurred.                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                 
| | b) | Translation of Foreign Currency                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                 
| |    | The functional currency is the Canadian dollar and
        reporting currency is the US dollar.
      An analysis of the changes in the cumulative currency
        translation adjustments as disclosed as part of stockholders equity,
        is as follows:

F-5

---

|ONLINE INNOVATION, INC.      
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|December 31, 2005            
|(In U.S. Dollars)            
|(Unaudited)                  
|                             

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

Cumulative transaction Adjustments

| |                                         |   | Six Months Ended December 31 |  
| | --------------------------------------- | - | ---------------------------- | -
| |                                         |   | 2005                         |  
| | Beginning balance, June 30, 2005 & 2004 | $ | (7,790                       | )
| | Change during the
      period          |   | (2,675                       | )
| | Ending balance, December31, 2005 & 2004 | $ | (10,465                      | )

| | 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 $225,000 has been charged to operations leaving a balance of $100,000
        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 are made include, but are not limited
        to: revenue recognition, price protection and rebate reserves, 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.
|
|
|
|
|
|
|
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|

F-6

---

|ONLINE INNOVATION, INC.      
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|December 31, 2005            
|(In U.S. Dollars)            
|(Unaudited)                  
|                             

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

| |     | 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) | Segmented Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | All of assets are located in Canada and all of operating
        activities incurred in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) | Accounting Policy for Stock Warrants Issued to Third
        Parties Related to Private Placement of Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | The Company relies upon EITF 00-19 Accounting
        for Derivative Financial Instruments Indexed to, and potentially settled
        in, a Companys common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | 2,915,000 warrants were initially attached to common
        shares of the Company, with the shares subscribed for in cash in connection
        with private placement transactions. The warrants are detachable but do
        not include a put feature.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | In December 2004, the Financial Accounting Standards
        Board (FASB) Issued Statement of Financial Accounting Standard (SFAS)
        No. 123 R, Share Based Payment. SFAS 123R is a revision of
        SFAS No. 123  Accounting for Stock-based Compensation, and
        supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees
        and its related implementation guidance. SFAS 123R establishes standards
        for the accounting for transactions in which an entity exchanges its equity
        instruments for goods or services. It also addresses transactions in which
        and entity incurs liabilities in exchange for goods or services that are
        based on the fair value of the entitys equity instruments or that
        may be settled by the issuance of those equity instruments. SFAS 123R
        focuses primarily on accounting for transactions in which an entity obtains
        employee services in share-based payment transactions. SFAS 123R does
        not change the accounting guidance for share-based payment transactions
        with parties other than employees provided in SFAS 123 as originally issued
        and Emerging issues Task Force Issue No. 96-18, Accounting for Equity
        Instruments That are Issued to Other Than Employees for Acquiring, or
        in Conjunction with Selling, Goods or Services. SFAS 123R does not
        address the accounting for employee share ownership plans, which are subject
        to AICPA Statement of Position 93-6, Employers Accounting
        for Employee Stock Ownership Plans. SFAS 123R requires a public
        entity to measure the cost of employee services received in exchange for
        and award of equity instruments based on the grant- date fair value of
        the award (with limited exceptions). That cost will be recognized over
        the period during which an employee is required to provide service in
        exchange for the award  the requisite service period (usually the
        vesting period). SFAS 123R requires that the compensation cost relating
        to share-based payment transactions be recognized in financial statements.
        That cost will be measured based on the fair value of the equity or liability
        instruments issued. The scope of SFAS 123R includes a vide range of share-based
        compensation arrangements including share options, restricted share plans
        , performance-based awards, share appreciation rights, and employee share
        purchase plans. Public entities that file as small business issuers will
        be required to apply SFAS 123R in the first interim or annual reporting
        period that begins after December 15, 2005. The adoption of this standard
        is

F-7

---

|ONLINE INNOVATION, INC.      
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|December 31, 2005            
|(In U.S. Dollars)            
|(Unaudited)                  
|                             

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

| |     | not expected to have a material effect on the Companys
        results of operations or financial position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (j) | Concentration of Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | Financial instruments that potentially subject the Company
        to credit risk consist principally of cash, deposited with a high quality
        credit institution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (k) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | In December 2004, FASB issued SFAS No. 153, Exchanges
        of Nonmonetary Assets- An Amendment of APB Opinion No. 29. The guidance
        in APB Opinion No. 29, Accounting for Nonmonetary Transactions,
        is based on the principle that exchanges of nonmonetary assets should
        be measured based on the fair value of the assets exchanged. The guidance
        in that Opinion, however, included certain exceptions to that principle.
        SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary
        exchanges of similar productive assets and replaces it with a general
        exception for exchanges of nonmonetary assets that do not have commercial
        substance. A nonmonetary exchange has commercial substance if the future
        cash flows of the entity are expected to change significantly as a result
        of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary
        asset exchanges occurring in fiscal periods beginning after June 15, 2005.
        Early application is permitted and companies must apply the standard prospectively.
        The adoption of this standard is not expected to have a material effect
        on the Companys results of operations or financial position.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (l) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | The Companys functional and reporting currency
        is the United States dollar. The financial statements of the Company are
        translated to United States dollars in accordance with SFAS No. 52 Foreign
        Currency Translation. Monetary assets and liabilities denominated
        in foreign currencies are translated using the exchange rate prevailing
        at the balance sheet date. Gains and losses arising on translation or
        settlement of foreign currency denominated transactions or balances are
        included in the determination of income. Foreign currency transactions
        are primarily undertaken in Canadian dollars. The Company has not, to
        the date of these financial statements, entered into derivative instruments
        to offset the impact of foreign currency fluctuations.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (m) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | The carrying value of cash, accounts payable and accrued
        liabilities and loans payable to related parties, approximate their fair
        value because of the short maturity of these instruments. The Companys
        operations are in Canada and virtually all of its assets and liabilities
        are giving rise to significant exposure to market risks from changes in
        foreign currency rates. The financial risk is the risk to the Companys
        operations that arise from fluctuations in foreign exchange rates and
        the degree of volatility of these rates. Currently, the Company does not
        use derivative instruments to reduce its exposure to foreign currency
        risk.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-8

---

|ONLINE INNOVATION, INC.      
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|December 31, 2005            
|(In U.S. Dollars)            
|(Unaudited)                  
|                             

|Note 3. | CAPITAL STOCK
|------- | -------------

| | a) | Authorized: 75,000,000 common shares at $0.001 par value per share.
| | -- | -------------------------------------------------------------------
| |    |                                                                    
| | b) | Common shares issued and outstanding are as follows:               

| |                            |  | Shares     |  |  | $         | 
| | -------------------------- |  | ---------- |  |  | --------- | 
| | Balance, June 30, 2005     |  | 20,679,166 |  |  | 3,222,900 | 
| | Private placements         |  | 2,900,000  |  |  | 290,000   | 
| |                            |  |            |  |  |           | 
| |                            |  |            |  |  |           | 
| | Balance, December 31, 2005 |  | 23,579,166 |  |  | 3,512,900 | 

| | c) | Warrants outstanding as at December 31, 2005 are as follows:
| | -- | ------------------------------------------------------------

| |                      | Shares    |  | Exercise Price |  | Maturity Date                   | 
| | -------------------- | --------- |  | -------------- |  | ------------------------------- | 
| | Jillian Henderson    | 15,000    |  | $  0.50        |  | October 14, 2006                | 
| | Various (13 Parties) | 2,900,000 |  | $  0.15        |  | February 12,2006 to May10, 2006 | 
| |                      |           |  |                |  |                                 | 
| |                      | 2,915,000 |  |                |  |                                 | 

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

| | a) | Directors and Officers of the Company and their companies are beneficial
      owners of common shares of the Company, as at December 31, 2005, as follows:
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | Marlene C. Schluter and         |           | 
| | ------------------------------- | --------- | 
| | MCS Management Ltd.             | 5,040,000 | 
| | Chad D. Lee and Netgain         |           | 
| | Management Sulutions
      Inc. | 4,850,000 | 
| | Total common shares owned       | 9,890,000 | 

| | b) | Management fees payable - $10,000
| | -- | ---------------------------------
| |    |                                  
| |    | (a)                              
| |    |                                  
| |    | (b)                              

F-9

---

|ONLINE INNOVATION, INC.      
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|December 31, 2005            
|(In U.S. Dollars)            
|(Unaudited)                  
|                             

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

| |    | Chad D. Lee, President, Chief Executive Officer, and Director of the Company.
      Payment of management fees under this Agreement ended, effective October
      31, 2005. On December 1, 2005, the Company executed an indemnity agreement
      with Mr. Lee inline with the ending of his management agreement and the
      subsequent transition to Moventis Capital, Inc.                          
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | (c) 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) | Loans to the Company unpaid as at December 31, 2005 are as follows:                                                                                                                                                                                                                                                                                                                                        

Netgain Management Solutions Inc.
      $
      7,660Chad D. Lee
      
      20,000Snowy Creek Resources Ltd.
      
      7,407Marlene C. Schluter
      
      10,000$
      45,067


Netgain Management Solutions Inc. is
  a Company owned by Mr. Chad D. Lee, Chief Executive Officer, Director and a
  shareholder of the company. Snowy Creek Resources Ltd. is a Company owned by
  Ms. Marlene C. Schluter, Chief Financial Officer, Director, Secretary, and Treasurer
  and a shareholder of the company. These loans are non interest bearing, are
  unsecured, and have no specific terms of repayment, and are disclosed as current
  liabilities in these financial statements.

|Note 5. | FIXED ASSETS - 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:
|

December 31,2005
      
      
      2004Cost
      $
      122,971
      
      $
      117,089Accumulated depreciation
      
      (117,669
      )
      
      (105,088
      )Net balance
      $
      5,302
      
      $
      12,001


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

| | a) | Acquisition From Online Innovation
| | -- | ----------------------------------
| |    |                                   
| |    | i)                                
| |    |                                   
| |    | ii)                               

F-10

---

|ONLINE INNOVATION, INC.      
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|December 31, 2005            
|(In U.S. Dollars)            
|(Unaudited)                  
|                             

|Note 6. | COMPUTER TECHNOLOGY AND WEBSITE COSTS (contd)
|------- | ----------------------------------------------

| | b) | 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 $225,000 have been
        expensed to December 31, 2005,. (See Note 2(c)).

| |                                     |   | December 31, |  
| | ----------------------------------- | - | ------------ | -
| |                                     |   | 2005         |  
| | Balance, June 30, 2005 and 2004     | $ | 325,000      |  
| | Accumulated amortization            |   | (225,000     | )
| | Balance, December 31, 2005 and 2004 | $ | 100,000      |  

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

| | a) | The Company has an Incentive Stock Plan that was approved
        in 2000 that provides for the grant, at the discretion of the Board of
        Directors, or a Committee appointed by it, of options and rights to purchase
        an aggregate of not to exceed 1,500,000 common shares of common shares
        of the Company to officers, directors, employees and consultants of the
        Company. No options have been issued or exercised relating to this plan
        up to December 31, 2005.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | b) | There are no liabilities for pension costs at December
        31, 2005, as the Company does not have a pension plan.                                                                                                                                                                                                                                                                                                                                                                                        

F-11

---

|ONLINE INNOVATION, INC.      
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|December 31, 2005            
|(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:                                                    

| |                                                    |   | December 31, | 
| | -------------------------------------------------- | - | ------------ | 
| |                                                    |   | 2005         | 
| | Net income                                         | $ | 178,976      | 
| | Basic                                              |   | 23,579,166   | 
| | Warrants                                           |   | 2,915,000    | 
| | Stock plan options                                 |   | 1,500,000    | 
| | Dilutive                                           |   | 27,994,166   | 
| | Diluted - same as Basic, due to loss on operations |   | 23,579,166   | 

Computation of net loss per share:

| |                              |   | December 31, |  
| | ---------------------------- | - | ------------ | -
| |                              |   | 2005         |  
| | Net loss per share - Basic   | $ | (0.01        | )
| | Net loss per share - Diluted | $ | (0.01        | )

|Note 9. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | The Company has losses
        carried forward to future years of $3,345,510. There are no current or
        deferred tax expenses for the period ended September 30, 2005, 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 as to the valuation allowance for financial reporting purposes.
        The income tax effect of temporary differences comprising the deferred
        tax assets and deferred tax liabilities on the accompanying consolidated
        balance sheets is a result of the following:
|
|
|
|
|
|
|
|
|

December 31,2005
      
      
      2004Deferred tax assets
      $
      1,198,325
      
      $
      988,945Valuation allowance
      $
      (1,198,325
      )
      
      (988,945
      )Net deferred tax assets
      $
      -
      
      $
      -


A reconciliation between the statutory
  federal income tax rate and the effective income rate of income tax expense
  for the year ended September 30, 2005 is as follows:

F-12

---

|ONLINE INNOVATION, INC.      
|-----------------------------
|(A Delaware Corporation)     
|(A Development Stage Company)
|Notes to Financial Statements
|December 31, 2005            
|(In U.S. Dollars)            
|(Unaudited)                  
|                             

|Note 9. | INCOME TAXES (contd)
|------- | ---------------------

Period Ended December 312005
      
      
      2004Statutory federal income tax rate
      
      -34.0%
      
      
      -34.0%Valuation allowance
      
      34.0%
      
      
      34.0%Effective income tax rate
      
      0.0%
      
      
      0.0%


|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.
|
|
|
|         |                                                                                                                                                                                                                                                                                                                                                                                                                
|Note 11. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                              

| | (a) | The Company received a new trading symbol of MVTS.OB
        from ONIN.OB and was granted approval to change its name to Moventis Capital,
        Inc. effective February 14, 2006                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | The Company has subsequent to December 31, 2005 raised
        $37,500 by the exercise of warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | The Company ratified an Incentive Stock Plan (2005)
        that was approved by the majority of the Companys outstanding shares,
        effective January 3, 2006. The 2005 Incentive Stock Plan provides for
        the grant, at the discretion of the Board of Directors, or a Committee
        appointed by it, of options and rights to purchase an aggregate that is
        not to exceed 3,500,000 common shares of the Company, increased from 1,500,000
        common shares under the 2000 Incentive Stock Plan, to officers, directors,
        employees and consultants of the Company.

F-13

---

Item 2 - Plan of Operation

General

On December 14, 2005, the Board of Directors of Online
Innovation, Inc., with a majority shareholder resolution, filed a Preliminary
14-C with the Securities and Exchange Commission (SEC) to effect a name change
from Online Innovation, Inc. to Moventis Capital, Inc.Subsequent
to the end of the period, 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. (the Company) from the State of Delaware,
Secretary of State.

The Company filed for a trading symbol change with the SEC, and
received confirmation that its new trading symbol, from ONIN.OB to MVTS.OB would
take effect on February 14, 2006.

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 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,
      technology, healthcare or energy markets.                                                                                                                                                                                                                                                                                                                                  
|
|
|
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | 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                                                                                                                
|
|
|
|

4

---

| |   | 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 expects to 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 Shares in 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.

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, the Company's reliance on current revenues;
  the uncertainties associated with the introduction of new products/services;
  management of growth, including the ability to attract and retain qualified
  employees; the ability to integrate 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;
  its dependence on suppliers for some of its products; 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. The Company
  disclaims any intent or obligation to update publicly these forward-looking
  statements, whether as a result of new information, future events or otherwise.

5

---

Purchase of Equipment

At this time, the Company does not anticipate the purchase of
any significant equipment.

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.

Cash Requirements

The Company has historically relied on funding its operations
through the sale of its common shares. During the three months ended December
31, 2005, the Company received $90,000 from the sale of Common Shares and
expects it will need to continue to fund operations through the investment in
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. If we do not secure financing in the next three months,
we will be forced to revisit our business plan. The Company also expects that
once it identifies a Target Company, in order to complete the purchase of a
controlling interest in the Target Company, 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 rise 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 curtail operations significantly or change its business plan.

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 December 31,
2005 the Company had a working capital deficiency of $127,373. 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

6

---

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.

PART II  OTHER INFORMATION

Item 1  Legal Proceedings

There are no legal proceedings reportable pursuant to this
section. As of the date of this report, the Company has not been served with
notice of any legal proceedings and does not contemplate undertaking any legal
proceedings.

Item 2 - Change in Securities

No instruments defining the rights of the holders of any class
of registered securities were modified during the period covered by this report.
No rights evidenced by any class of registered securities were materially
limited or qualified by the issuance or modification of any other class of
securities during the period covered by this report.

During the three months ended December 31, 2005, the Company
completed a sale of 900,000 units at a price of $0.10 per unit for aggregate
cash proceeds of $90,000. Each unit consisted of one share of the Companys
common stock and one share purchase warrant. Each warrant entitles the purchaser
to purchase one additional share of the Companys common stock at a price of
$0.15 for 6 months after the purchase of the units. 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. The units
were issued in the following amounts to the following persons:

Series Investment, Ltd.
    100,000 unitsFraser Atkinson
    500,000 units482047 BC, Ltd.
    300,000 units


7

---

Item 3  Defaults upon Senior Securities

There have been no material defaults in the payment of
principal, interest, sinking or purchase fund instalments 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. The approval of the majority of the Companys outstanding shares
was required to approve these matters. 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 approximately 56% of its outstanding common stock.

Item 5  Other Information

During the period covered by this report the Company entered
into a lease for office space located at Suite 304, 1959-152nd
Street, White Rock, B.C. The Company terminated its previous month-to-month
lease on November 30, 2005. The Company entered into a new three-year office
lease with monthly rent obligations of $3,287.68 CDN for its White Rock
premises, constituting a total 3-year lease obligation of $98,630. Attached as
an exhibit in Item 6.

On December 1, 2005, the Company executed an indemnity
agreement with Mr. Lee, President, CEO and Director of the Company, in
connection with the termination of his management agreement and the subsequent
transition to Moventis Capital, Inc. attached as an exhibit in Item 6.

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. Attached as an exhibit in Item 6.

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            
|     |                                                                            
|32.3 | Mr. Chad Lee Indemnity Agreement                                           
|     |                                                                            
|32.4 | Consulting Agreement with Fortune Capital Management                       
|     |                                                                            
|32.5 | Office Lease Agreement                                                     

8

---

SIGNATURES

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

|Date: | February 17, 2006 |  | **MOVENTIS CAPITAL, INC.**
|----- | ----------------- |  | --------------------------
|      |                   |  | (Registrant)              
|      |                   |  |                           
|      |                   |  |                           
|      |                   |  | By:                       
|      |                   |  |                           
|      |                   |  |                           
|      |                   |  |                           
|      |                   |  |                           
|      |                   |  | By:                       
|      |                   |  |                           
|      |                   |  |                           

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

|By:                               | */s/
      Chad D. Lee*         | 
|--------------------------------- | ------------------------------- | 
|Chad D. Lee, President, Director, |                                
|Principal Executive Officer       |                                
|                                  |                                 | 
|Date:                             | February 17, 2006               | 
|                                  |                                 | 
|                                  |                                 | 
|                                  |                                 | 
|                                  |                                 | 
|By:                               | */s/
      Marlene C. Schluter* | 
|Marlene C. Schluter, Director,    |                                
|Principal Financial Officer       |                                
|                                  |                                 | 
|Date:                             | February 17, 2006               | 

9

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