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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[ X ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT OF 1934

                     For the fiscal year ended May 31, 2006
                                               ------------

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE
        ACT OF 1934

     For the transition period from _________________ to __________________

                       Commission file number: 333-119715


                              QUORUM VENTURES, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


            Nevada                                   Applied For
------------------------------             ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                             2640 Tempe Knoll Drive
                      North Vancouver. B.C., Canada V6C 1V5
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (604) 908-0233
                            Issuer's telephone number

Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class                       Name of each exchange on which
     to be so registered                       each class is to be registered

             None                                           None

Securities to be registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                  ------------
                                (Title of Class)

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  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.

<page>



             Yes    X                                       No
                ---------                              ---------

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

             Yes    X                                      No
                                                       ----------

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

             Yes  _ X _                                   No
                                                          --








<page>

State issuer's revenues for its most recent fiscal year:          Nil
                                                          -----------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)

 $205,000 as at September 20, 2006 based on the last sale's price of our common
 ------------------------------------------------------------------------------
                                     stock
                                     -----

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

            2,050,000 shares of common stock as at September 20, 2006
            ---------------------------------------------------------

                                       2

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                                TABLE OF CONTENTS


                                                                           Page

ITEM 1:  DESCRIPTION OF BUSINESS..............................................4
ITEM 2:  DESCRIPTION OF PROPERTY.............................................13
ITEM 3:  LEGAL PROCEEDINGS...................................................13
ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................14
ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............14
ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........14
ITEM 7:  FINANCIAL STATEMENTS................................................17
ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES...............................................29
ITEM 8A:  CONTROLS AND PROCEDURES............................................29
ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS........30
ITEM 10:  EXECUTIVE COMPENSATION.............................................32
ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....32
ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................33
ITEM 13:  EXHIBITS AND REPORTS...............................................33
ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND ERVICES..............................34









                                       3

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PART I

ITEM 1:  DESCRIPTION OF BUSINESS

In General

We have commenced  operations as an exploration stage company. We are engaged in
the acquisition, and exploration of mineral properties with a view to exploiting
any mineral deposits we discover that demonstrate economic feasibility. We own a
90%  interest in two mineral  claims  collectively  known as the Upper Ross Lake
property.  There is no assurance  that a  commercially  viable  mineral  deposit
exists on the  property.  Further  exploration  will be required  before a final
evaluation as to the economic and legal feasibility is determined.

Our plan of  operation  is to  conduct  exploration  work on the Upper Ross Lake
property in order to ascertain whether it possesses economic  quantities of gold
and  silver.  There  can be no  assurance  that  economic  mineral  deposits  or
reserves,  exist on the Upper Ross Lake property until  appropriate  exploration
work is done and an  economic  evaluation  based  on such  work  concludes  that
production of minerals from the property is economically  feasible. The types of
minerals  that we encounter on the Upper Ross Lake  property  will not result in
changes to our proposed exploration programs or methods.

Even if we complete  our  proposed  exploration  programs on the Upper Ross Lake
property and they are successful in identifying a mineral deposit,  we will have
to spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit.

Upper Ross Lake Property Purchase Agreement

On April 1, 2004,  we entered  into an  agreement  with Mr.  Glen  Macdonald  of
Vancouver,  British  Columbia,  whereby  he  agreed to sell to us a total of two
mineral claims located  approximately  44 miles  east-northeast  of Yellowknife,
Northwest  Territories  that  have the  potential  to  contain  gold and  silver
mineralization or deposits.  Neither we nor our management have any relationship
or affiliation with Mr. Macdonald.

In order to acquire a 90% interest in these claims,  subject to a 2% net smelter
returns  royalty,  we paid $7,500 to Mr.  Macdonald  from our cash on hand.  Mr.
Macdonald  wished to retain a 10% interest in the claims.  A net smelter returns
royalty is the  percentage  of money that the royalty  holder would receive from
the sale of minerals from the property to a smelter,  less refining charges, ore
treatment charges, penalties and transportation costs.

Description, Location and Access

The Upper Ross Lake Property is located along the west shore of Upper Ross Lake,
approximately 44 miles east-northeast of Back Bay at Yellowknife. The two claims
are:

                   IDA 2 -- Grant #F81806; and
                   IDA 3, -- Grant #F81807.

The property may be accessed by  float-equipped  charter  aircraft or helicopter
from  Yellowknife.  The claims are 17 land miles  beyond the  Cameron  Lake Road
(Highway 4).

                                       4

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A single high ridge  dominates  the  property,  peaking at 298  meters,  some 42
meters above the surface  level of Upper Ross Lake.  Only one other ridge in the
general area exceeds it in height. A precipitous slope falls northward away from
this crown and more gentle slopes radiate from it east, south and westward.

Over much of the  property,  good rock exposure  exists.  Where  depressions  do
occur,  they are  usually  infilled  by  glacial  debris.  Along the west  claim
boundary,  a sizeable  bog occurs and upon the  peninsula,  a drier upland swamp
masks much of the area.  Stunted  Banksian pine grows almost  exclusively upon a
significant  portion of the area  infilled  by glacial  debris,  while white and
black spruce  blanket  other  depressions  and swamps.  A few birch and tamarack
trees are scattered on the property as well.

Title to the Upper Ross Lake Property

The Upper Ross Lake property  consists of two mineral  claims.  These claims are
registered in the name of Glen  Macdonald and are in good standing until May 27,
2007.  This lapse date can be  extended  for up to ten years,  provided  that we
spend at least $2.00 per acre of land.  The total acreage of the Upper Ross Lake
claims is 1,394.55 acres. After the ten year period has elapsed, the claims must
be legally surveyed and taken to lease, or the rights are forfeited.

A "mineral claim" refers to a specific section of land over which a title holder
owns rights to exploration to ground.  Such rights may be transferred or held in
trust. Mr. Macdonald holds the two mineral claims comprising the Upper Ross Lake
property in trust for us. It is a common  procedure  to have such claims held in
trust given the expense that we would incur in  registering  as a recorded claim
holder  in the  Northwest  Territories.  We  can  request  that  the  claims  be
registered in our name at any time.

The  registration of the claims in the name of a trustee does not impact a third
party's  ability to commence an action against us respecting the Upper Ross Lake
property or to seize the claims after obtaining judgment.

The fee simple owner of the real  property  underlying  the claims that comprise
the Upper Ross Lake property is the government of Canada. The government has the
right to sell  title to this land to a third  party,  but is  unlikely  to do so
given the remote location of the property.

We have the right to explore the  property  for  mineralization,  provided  such
exploration  does not  unreasonably  disturb  the fee simple  owner's use of the
land. Because the property is undeveloped,  the government's  rights to the land
use will not be impacted  and it will not have any  obligations  respecting  the
land.

Rock Formation and Mineralization

The Upper Ross Lake property has  undergone  extensive  alteration  and tectonic
fracturing during different stages of its history. Alteration is any physical or
chemical  change in the rock that occurs  subsequent to its formation.  Tectonic
fracturing  is the  occurrence of breaks or cracks in rock caused by movement of
the earth's plates. The openings in the rock permit  mineral-bearing molten rock
to move from the earth's core to the surface and harden.

An intensely  altered and fractured  zone some 60 meters wide near the west side
of the property extends for a length of over 260 meters.

                                       5

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Within  this  area,  gold and  silver  mineralization  occurs in  quartz  veins,
regularly  shaped  and  lengthy   occurrences  of  mineralization,   along  with
pyrrhotite, galena, sphalerite,  chalcopyrite and arsenopyrite.  Pyrrhotite is a
brownish iron sulfide mineral having weak magnetic properties. Galena is mineral
containing mainly lead sulfide that is blue-gray in color.  Sphalerite is an ore
that is mainly a source of zinc sulfide in  crystalline  form and contains  some
iron and calcium.  Chalcopyrite is a yellow rock consisting of copper,  iron and
sulphur.  Arsenopyrite,  a combination  of iron,  sulphur and arsenic,  is often
associated with gold mineralization.

Exploration History

Prospectors working for what is now known as Teck-Cominco  originally discovered
gold mineralization on the Upper Ross Lake property during the 1940's.

Local prospectors selectively mined narrow, high-grade gold-bearing veins on the
claims until the mid-1950's.  Production  records were not maintained,  but five
open pits are present on the  property  which have had several  hundred  tons of
material removed. Limited work and no drilling have been undertaken since.

In 1994, Ishtar Explorations Ltd., a private company, gathered grab samples the
mineralized surface rock that extends in a southerly direction from the old pit
areas.

Mr. Glen Macdonald, a professional geologist familiar with the region, staked
the Upper Ross Lake claims in 2003.  We acquired our interest in the property
from him.

The claims comprising the Upper Ross Lake property are free of mineral workings,
equipment  and  other  infrastructure  facilities.  We have  not  completed  any
exploration  work on the property and there is no  exploration  currently  being
conducted  on the  claims,  although  we have  funded  $5,000  for the phase one
exploration  program  that was  commenced  in November  2005.  There is no power
source on the Upper Ross Lake property.  We will need to use portable generators
if we require a power source for future exploration.

The Upper Ross Lake property is without known reserves. Our proposed exploration
programs are exploratory in nature.

Competition

While the  mineral  property  exploration  business  is  competitive,  we do not
anticipate  having any  difficulties  retaining  qualified  personnel to conduct
exploration on the Upper Ross Lake property.

Despite competition amongst silver and gold producers,  there is a strong market
for any silver or gold that is removed from the Upper Ross Lake property.  While
it is unlikely  that we will discover a mineral  deposit on the property,  if we
do, the value of the property will be influenced by the market prices for silver
and gold. These prices,  to some degree,  are influenced by the amount of silver
and gold sold by advanced stage production companies.

There are a large number of mineral  exploration  companies such as us that look
to acquire  interests in properties and conduct  exploration on them.  Given the
large  number  of  unexplored  or under  explored  mineral  properties  that are
currently  available for  acquisition,  we do not expect  competition  to have a
material impact on our business operations.

                                       6

<page>

In the mineral  exploration  sector, our competitive  position is insignificant.
There are numerous mineral exploration companies with substantially more capital
and resources  that are able to secure  ownership of mineral  properties  with a
greater potential to host economic  mineralization.  We are not able to complete
with such  companies.  Instead,  we will attempt to acquire  properties  without
proven mineral deposits that may have the potential to contain mineral deposits.

Geological Assessment Report: Upper Ross Lake Property

We  retained  Mr.  William  G.  Timmins,  a  geological  engineer,  to prepare a
geological  summary  report on the Upper Ross Lake  property.  Mr.  Timmins is a
graduate of the Provincial  Institute of Mining  located in Haileybury,  Ontario
(1956) and attended Michigan  Technological  University from 1962 to 1965, where
he studied geology. He was licensed by the Professional Engineers Association of
British Columbia in 1969 in the geological discipline. Mr. Timmins has practiced
as  geologist  for  over  45  years,  having  been  engaged  in the  evaluation,
exploration and development of mineral  properties in Canada, the United States,
Latin and South America, Australia and New Zealand.

Mr.  Timmins  concludes  that the Upper  Ross  Lake  property  warrants  further
exploration,  given the  previous  discovery of  significant  grades of gold and
silver  mineralization.  Mineral grades are  considered  significant if they are
higher than would be typically  found on any given  property and if they suggest
that the property thereby has the potential to become a mine.

Mr. Timmins also notes that there has never been a systematic  sampling  program
on the property and that no modern exploration  technology has ever been applied
to the  prospect.  He  recommends  a  two-phase  exploration  program to further
evaluate the Upper Ross Lake Property.

Phase I would consist of compiling past  exploration  data and sampling areas of
the property that were previously  explored.  Sampling  consists of a consulting
geologist  gathering  soil or  pieces of rock that  appear to  contain  precious
metals  such  as  gold  and  silver.  All  samples  gathered  will  be sent to a
laboratory where they are crushed and analysed for metal content.

Phase II would  consist of  geological  mapping and  geophysical  test  surveys.
Geological  mapping involves plotting previous  exploration data relating to the
Upper  Ross  Lake  Property  on a map in order to  determine  the best  property
locations to conduct subsequent exploration work.

Geophysical  surveying  is the search for  mineral  deposits  by  measuring  the
physical  property of  near-surface  rocks,  and  looking for unusual  responses
caused by the presence of mineralization.  Electrical, magnetic,  gravitational,
seismic and radioactive properties are the ones most commonly measured.

Proposed Budget
---------------
Approximate costs for the recommended two phase program are as following:


Phase One:  Data Acquisition

Resampling of old workings:          $5,000.00
                                     ---------


Total Phase I Costs:                 $5,000.00
                                     =========

                                       7

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Phase Two:  Geological Survey and Geophysical Survey

Mapping:                                $ 2,000.00
Analytical:                             $ 2,000.00
Geophysical test surveys:               $ 6,000.00
                                        ----------

Total Phase II Costs:                   $10,000.00


Total Program Costs:                    $15,000.00
                                        ==========

We have funded the phase one  exploration  costs from our cash on hand.  We also
anticipate that we will be able to fund most or all of the phase two exploration
program from our current cash on hand.

In order to fund future operations,  including  administrative costs relating to
our  reporting  obligations,  we  will  have to  raise  additional  capital.  We
anticipate  raising funds  through the sale of  additional  shares of our common
stock or through  director loans,  though we do not have any commitments in this
regard.  If we are  unable to raise  sufficient  funds in order to  finance  our
proposed exploration, our business operations will be delayed or may even cease.
As  well,  if we are  unable  to raise  sufficient  funds  to  cover  the  costs
associated with filing current, quarterly and annual reports, any public trading
market that we establish may cease.

If we are unable to raise  sufficient  capital,  we may also consider  selling a
portion of the Upper Ross Lake  property to a third  party in exchange  for that
party  paying  us cash  and/or  committing  to  complete  a  certain  amount  of
exploration on the property.  We have not contacted any third parties  regarding
such an arrangement.

Compliance with Government Regulation

We will be required  to comply with all  regulations,  rules and  directives  of
governmental  authorities and agencies applicable to the exploration of minerals
in Canada generally, and in the Northwest Territories specifically.

We will have to sustain the cost of reclamation and environmental  mediation for
all exploration and development  work  undertaken.  The amount of these costs is
not known at this time as we do not know the extent of the  exploration  program
that  will  be  undertaken  beyond  completion  of the  currently  planned  work
programs.  Because  there is presently no  information  on the size,  tenor,  or
quality of any resource or reserve at this time,  it is impossible to assess the
impact of any capital  expenditures on earnings or our  competitive  position in
the event a potentially economic deposit is discovered.

If we enter into  production,  the cost of complying  with permit and regulatory
environment  laws will be greater  than in the  exploration  phases  because the
impact on the project area is greater.  Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment.  Examples of regulatory requirements
include:

   -      Water discharge will have to meet water standards;

   -      Dust generation will have to be minimal or otherwise re-mediated;


                                       8

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   -      Dumping of material on the surface will have  to  be  re-contoured and
          re-vegetated;

   -      An assessment of all material to be left on the surface will  need  to
          be environmentally benign;

   -      Ground water will have to be monitored for any potential contaminants;

   -      The socio-economic impact of the project will have to be evaluated and
          if  deemed  negative,  will have to be re-mediated; and

   -      There will have to be an impact report of the work on the local  fauna
          and flora.

We will  not  incur  any  government  compliance  costs in  connection  with the
proposed phase one and two exploration programs on the Upper Ross Lake property.
However,  when we conduct  advanced  exploration on the claims that includes the
disturbance of surface soil, as would happen during a drilling program, we would
anticipate  incurring  costs of around  $10,000 in  complying  with  remediation
requirements. Remediation involves putting the property surface back in the same
state as we initially  found it. These steps usually  include earth  movement to
fill any holes we create during exploration and tree planting.

Also,  to  operate  a  working  mine  in  the  jurisdiction,  the  Environmental
Assessment  Act  may  require  an  environmental  review  process.  The  cost of
complying with these  regulations may cost as much as $100,000 during the course
of exploration  that will be necessary to determine  whether the Upper Ross Lake
property contains economic mineralization.

In order to fund the above costs, we will have to raise additional  capital.  We
anticipate  raising funds  through the sale of  additional  shares of our common
stock, though we do not have any commitments in this regard.

Employees

We have no  employees  as of the date of this annual  report  other than our two
directors.

Research and Development Expenditures

We have not incurred any other  research or development  expenditures  since our
incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Risk Factors
------------
An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the risks described below and the other  information in this
annual  report  before  investing in our common  stock.  If any of the following
risks occur, our business,  operating  results and financial  condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

                                       9

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If we do  not  obtain  additional  financing,  we  will  be  unable  to  finance
exploration and our business will fail.

Our current  operating  funds are less than  necessary  to complete all intended
exploration  of the Upper  Ross Lake  property,  and  therefore  we will need to
obtain  additional  financing in order to complete our business  plan. As of May
31,  2006,  we had cash in the amount of $7,736.  We  currently  do not have any
operations  and we have no income.  As well,  we will not receive any funds from
this registration.

Our  business  plan  calls  for  significant  expenses  in  connection  with the
exploration  of the  Upper  Ross  Lake  property.  We  will  require  additional
financing  in  order  to  determine   whether  the  property  contains  economic
mineralization and to cover our anticipated  administrative  costs. We will also
require  additional  financing if the costs of the exploration of the Upper Ross
Lake property are greater than  anticipated.  Even after completing all proposed
exploration, we will not know if we have a commercially viable mineral deposit.

We will require  additional  financing to sustain our business  operations if we
are not successful in earning revenues once  exploration is complete.  We do not
currently have any  arrangements  for financing and may not be able to find such
financing  if required.  Obtaining  additional  financing  would be subject to a
number of factors,  including the market price for copper, zinc, silver and gold
investor acceptance of our property and general market conditions. These factors
may  make the  timing,  amount,  terms or  conditions  of  additional  financing
unavailable to us.

The most likely source of future funds presently  available to us is through the
sale of equity capital. The only other anticipated alternative for the financing
of further exploration would be our sale of a partial interest in the Upper Ross
Lake property to a third party in exchange for cash or exploration expenditures,
which is not presently contemplated.

Because we have only recently commenced business operations, it is doubtful that
we will ever achieve profitable  operations,  which may result in a loss of your
entire investment.

We have only recently  commenced  exploration  on the Upper Ross Lake  property.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful.  We were  incorporated  on  February  2,  2004 and to date have been
involved  primarily in  organizational  activities  and the  acquisition  of our
mineral property.  We have not earned any revenues as of the date of this annual
report.  Potential  investors  should  be  aware  of the  difficulties  normally
encountered by new mineral exploration companies and the high rate of failure of
such  enterprises.  The likelihood of success must be considered in light of the
problems,  expenses,  difficulties,  complications  and  delays  encountered  in
connection  with  the  exploration  of the  mineral  properties  that we plan to
undertake.  These  potential  problems are  unanticipated  problems  relating to
exploration (such as unusual rock formations), weather conditions,  availability
of labor  and  consultants,  unforeseen  equipment  costs  (such  as drill  bits
breaking) and equipment  transportation delays and additional costs and expenses
that may exceed current estimates.

Prior to completion of our  exploration  stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate  significant  revenues from development of the Upper Ross
Lake property and the  production  of minerals  from the claims,  we will not be
able to earn profits or continue operations.

                                       10

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There is no history upon which to base any assumption as to the likelihood  that
we will prove successful, and it is doubtful that we will generate any operating
revenues  or ever  achieve  profitable  operations.  If we are  unsuccessful  in
addressing these risks, our business will most likely fail.

Because of the speculative nature of exploration of mining properties,  there is
a substantial risk that we will not discover any economic  mineralization on the
Upper Ross Lake property and our business will fail.

The  search  for  valuable  minerals  as a  business  is  extremely  risky.  The
likelihood of our mineral claims containing economic  mineralization or reserves
of copper is extremely remote. Exploration for minerals is a speculative venture
necessarily involving substantial risk. In all probability,  the Upper Ross Lake
property  does not contain any reserves  and funds that we spend on  exploration
will be lost. As well,  problems such as unusual or  unexpected  formations  and
other  conditions  are  involved  in  mineral  exploration  and often  result in
unsuccessful exploration efforts. In such a case, we would be unable to complete
our business plan.

We need to  continue  as a going  concern if our  business  is to  succeed.  Our
independent  auditor  has raised  doubt about our ability to continue as a going
concern.

The Report of  Independent  Registered  Public  Accounting  Firm to our  audited
financial  statements for the period ended May 31, 2006 indicates that there are
a number of factors that raise  substantial  doubt about our ability to continue
as a going concern.  Such factors  identified in the reports are that we have no
source of revenue and our dependence upon obtaining  adequate  financing.  If we
are not able to continue as a going  concern,  it is likely  investors will lose
all of their investment.

Because of the inherent dangers involved in mineral exploration, there is a risk
that we may incur  liability  or damages as we conduct our  business and that we
will become insolvent as a result.

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liability for such hazards, including pollution,  cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

Even if we discover  commercial  reserves  of precious  metals on the Upper Ross
Lake property, we may not be able to successfully commence commercial production
and will therefore never achieve profitability.

The  Upper  Ross  Lake   property   does  not  contain   any  known   bodies  of
mineralization.  If our  exploration  programs are  successful  in  establishing
copper of  commercial  tonnage and grade,  we will require  additional  funds in
order to place the property into  commercial  production.  We may not be able to
obtain such financing.

If we  become  subject  to  burdensome  government  regulation  or  other  legal
uncertainties,  our costs of  operations  will  increase  our  business  will be
negatively affected.

There are several  governmental  regulations  that materially  restrict  mineral
property  exploration and  development.  Under Canadian mining law, to engage in
certain types of  exploration  will require work permits,  the posting of bonds,
and the  performance  of  remediation  work for any physical  disturbance to the
land. While these current laws will not affect our current exploration plans, if
we proceed to commence drilling  operations on the Upper Ross Lake property,  we
will incur modest regulatory compliance costs.

                                       11

<page>

In  addition,  the  legal  and  regulatory  environment  that  pertains  to  the
exploration of ore is uncertain and may change.  Uncertainty and new regulations
could increase our costs of doing business and prevent us from exploring for ore
deposits.  The growth of demand for ore may also be significantly  slowed.  This
could  delay  growth in  potential  demand for and limit our ability to generate
revenues.  In addition to new laws and regulations being adopted,  existing laws
may be applied to mining that have not as yet been  applied.  These new laws may
increase our cost of doing business with the result that our financial condition
and operating results may be harmed.

Because our directors own 70.9% of our outstanding common stock, they could make
and control corporate  decisions that may be  disadvantageous  to other minority
shareholders.

Our directors own  approximately  70.9% of the outstanding  shares of our common
stock.  Accordingly,  they will have a significant  influence in determining the
outcome of all  corporate  transactions  or other  matters,  including  mergers,
consolidations,  and the sale of all or  substantially  all of our assets.  They
will also have the power to prevent or cause a change in control.  The interests
of our  directors may differ from the  interests of the other  stockholders  and
thus  result  in  corporate   decisions  that  are   disadvantageous   to  other
shareholders.

Because  our  president  has  other  business  interests,  he may not be able or
willing  to  devote a  sufficient  amount  of time to our  business  operations,
causing our business to fail.

Our president,  Mr. Steven Bolton only spends  approximately 15% of his business
time providing his services to us. While Mr. Bolton presently possesses adequate
time to attend to our  interests,  it is possible that the demands on Mr. Bolton
from his other  obligations  could  increase  with the  result  that he would no
longer be able to devote sufficient time to the management of our business.

Because  management  has no technical  experience  in mineral  exploration,  our
business has a higher risk of failure due to potential poor business decisions.

None of our  directors  has any  technical  training in the field of geology and
specifically in the areas of exploring for,  starting and operating a mine. As a
result,  we may  not be  able to  recognize  and  take  advantage  of  potential
acquisition  and  exploration  opportunities  in the sector  without  the aid of
qualified  geological   consultants.   As  well,  with  no  direct  training  or
experience,  our management may not be fully aware of the specific  requirements
related to working in this industry. Their decisions and choices may not be well
thought out and our  operations,  earnings  and ultimate  financial  success may
suffer irreparable harm as a result.

Shareholders  will suffer  dilution if we sell  additional  shares of our common
stock in order to raise additional funds.

The most likely source of additional  capital for funding our business plan will
be the sale of additional  shares of our common stock. Any sale of share capital
will result in dilution to existing shareholders. Such dilution will result in a
decrease in the value of each of our shares.

If a market for our common stock does not develop, shareholders may be unable to
sell their shares.

                                       12

<page>

There is currently no market for our common stock and no certainty that a market
will  develop.  We have  applied for listing of our common stock on the over the
counter  bulletin board. Our shares may never trade on the bulletin board. If no
market is ever developed for our shares,  it will be difficult for  shareholders
to sell their stock. In such a case,  shareholders may find that they are unable
to achieve benefits from their investment.

A purchaser  is  purchasing  penny stock which limits his or her ability to sell
the stock.

The shares  offered by this  annual  report  constitute  penny  stock  under the
Exchange Act. The shares will remain penny stock for the foreseeable future. The
classification  of penny stock makes it more  difficult for a  broker-dealer  to
sell the stock into a secondary market, thus limiting investment liquidity.  Any
broker-dealer  engaged by the  purchaser  for the  purpose of selling his or her
shares in our  company  will be subject  to rules  15g-1  through  15g-10 of the
Exchange  Act.  Rather  than  creating a need to comply with those  rules,  some
broker-dealers will refuse to attempt to sell penny stock.

Forward-Looking Statements

This annual report  contains  forward-looking  statements that involve risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are most likely to differ  materially  from those  anticipated in
these forward-looking  statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this annual report.

ITEM 2:  DESCRIPTION OF PROPERTY

We own a 90%  interest,  subject to a 2% net smelter  returns  interest,  in two
mineral claims  comprising the Upper Ross Lake property.  We do not own or lease
any property  other than the Upper Ross Lake  property.  Our  president,  Steven
Bolton, provides home office space to us free of charge.

ITEM 3:  LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted during the fourth quarter of our fiscal year to a vote
of security holders, through the solicitation of proxies or otherwise.


                                       13

<page>

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our  shares of common  stock do not trade on any  stock  exchange  or  quotation
system.  We have retained a market maker to file an application for quotation on
the OTC Bulletin Board on our behalf.  However, there is not guarantee that this
application will be approved.

We have 29 shareholders of record as at the date of this annual report.

Dividends

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

1.       we would not be able to pay our debts as they become due  in the  usual
         course of business; or

2.       our total  assets  would be less than the sum of our total  liabilities
         plus  the  amount  that  would be  needed  to  satisfy  the  rights  of
         shareholders who have  preferential  rights superior to those receiving
         the distribution.

We have not declared any dividends,  and we do not plan to declare any dividends
in the foreseeable future.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Our plan of operation  for the twelve  months  following the date of this annual
report is to complete the recommended phase one and two exploration  programs on
the Upper Ross Lake property consisting of re-sampling of old workings, geologic
mapping,  analytical and test surveys.  We anticipate that the phase one program
will  cost  approximately   $5,000,  while  the  phase  two  program  will  cost
approximately  $10,000. To date, we have not commenced  exploration on the Upper
Ross Lake property, although we have funded the phase one exploration program.

Phase  one will  consist  of a  consulting  geologist  reviewing  and  compiling
information  regarding previous  exploration on the property and the re-sampling
of property that are known to contain gold. The re-sampling will be conducted by
a geologist and his helper.  They will gather rock and soil samples from various
property locations and then ship them to a laboratory that will analyze them for
mineral content. The geologist will then analyze the laboratory results in order
to  determine  which  directions,  if any,  that  mineralization  trends  on the
property  and to choose  property  areas upon which  future  exploration  should
focus. Our directors,  Steven Bolton and Bryan Markert,  will not be involved in
exploration work on the property.

The  objective  of the phase one  exploration  program  will be to  confirm  the
presence of gold in  previously  sampled areas and to gain an  understanding  of
where additional  mineralization may be discovered on the property.  We will use
these  results in order to attempt to raise  additional  financing for our phase
two exploration program.

                                       14

<page>

We will then  undertake the phase two work program.  This program will also take
approximately  one month to complete.  It will consist of mapping and  reviewing
the results of the phase one exploration program and performing geophysical test
surveys on the claims.

Mapping involves plotting previous  exploration data relating to a property on a
map in order to determine  the best  property  locations  to conduct  subsequent
exploration work.

Geophysical  surveying  is the search for  mineral  deposits  by  measuring  the
physical  property of  near-surface  rocks,  and  looking for unusual  responses
caused by the presence of mineralization.  Electrical, magnetic,  gravitational,
seismic and  radioactive  properties  are the ones most commonly  measured.  The
geologist   overseeing  the  phase  two  exploration  program  will  choose  the
appropriate  geophysical survey or surveys based on the results of the phase one
program.  Our  objective of the phase two program  will be to determine  whether
mineralization discovered on the claims surface may occur beneath the ground. We
will look for high  geophysical  survey  readings  in areas of the claims  where
surface mineralization exists.

The budget for the phase two program is as follows:

Mapping:                                $ 2,000.00
Analytical:                             $ 2,000.00
Geophysical test surveys:               $ 6,000.00
                                        ----------

Total Phase II Costs:                   $10,000.00
                                        ----------

We intend to retain Mr. William Timmins, a geological engineer, to undertake the
proposed  exploration on the Upper Ross Lake property given his familiarity with
the property area. Mr. Timmins has worked on other mineral exploration  projects
in the region of the Upper Ross Lake  claims and  visited  the  property  during
April  2004.  Mr.  Timmins has never had and does not have any  relationship  or
affiliation with us or our management.

We do not have any verbal or written  agreement  regarding  the retention of Mr.
Timmins for this  exploration  program,  though he has indicated that he will be
available to provide his services.  We have not executed a formal agreement with
Mr. Timmins because that is not the typical practice in the mineral  exploration
sector.  The costs of Mr.  Timmins's  services are included in his phase one and
phase two budgets.

Following receipt of the phase two exploration  results, we will ask Mr. Timmins
to prepare a recommendation for further  exploration work on the Upper Ross Lake
claims and to provide us with a proposed budget for such work.

We do not expect to earn any revenues  from the Upper Ross Lake claim unless and
until we identify economic  mineralization.  This will likely not occur until we
complete  the  phase  one  and two  exploration  programs,  as  well as  several
successive drill programs.  Drill programs involve extracting a long cylinder of
rock from the ground to determine amounts of metals at different depths.  Pieces
of the rock  obtained,  known as drill core,  are analysed for mineral  content.
This allows us to determine  the extent of  mineralization  below the surface of
the  claims.  Our  objective  is  to  discover  sub-surface   mineralization  in
sufficient  quantities  to  justify  operating  the  claims  as a mine.  This is
determined by the amount, grade and depth of mineralization discovered, if any.

As well, we  anticipate  spending an additional  $15,000 on  professional  fees,
including  fees payable in connection  with the filing of this annual report and
complying with reporting obligations, and general administrative costs.

                                       15

<page>

Total expenditures over the next 12 months are therefore expected to be $30,000.
We will not realize any revenue from our  operations in the next 12 months.  Our
current cash on hand as of May 31, 2006 was $7,736.

Our  cash  reserves  are not  sufficient  to meet our  obligations  for the next
twelve-month period. As a result, we will need to seek additional funding in the
near future. We currently do not have a specific plan of how we will obtain such
funding;  however,  we anticipate that additional funding will be in the form of
equity  financing from the sale of our common stock.  We may also seek to obtain
short-term loans from our directors, although no such arrangement has been made.
At this time, we cannot  provide  investors  with any assurance  that we will be
able to raise sufficient  funding from the sale of our common stock or through a
loan from our directors to meet our obligations over the next twelve months.  We
do not have any  arrangements  in place for any  future  equity  financing.  Our
directors  have  indicated  that they are  prepared to loan us up to $50,000 for
operations,  though they have no obligations in this regard. Such loans would be
unsecured, non-interest bearing loans with no fixed terms of repayment.

If we are unable to raise  sufficient  capital,  we may also consider  selling a
portion of the Upper Ross Lake  property to a third  party in exchange  for that
party  paying  us cash  and/or  committing  to  complete  a  certain  amount  of
exploration on the property.  We have not contacted any third parties  regarding
such an arrangement.

Results Of Operations For The Period From Inception Through May 31, 2006

We have not earned any revenues  from our  incorporation  on February 2, 2004 to
May 31,  2006.  We do not  anticipate  earning  revenues  unless  we enter  into
commercial  production on the Upper Ross Lake  property,  which is doubtful.  We
have  commenced  the  exploration  stage  of our  business  but can  provide  no
assurance that we will discover economic  mineralization on the property,  or if
such minerals are discovered, that we will enter into commercial production.

We incurred  operating  expenses in the amount of $22,033 for the year ended May
31, 2006.  These operating  expenses were comprised of accounting and audit fees
of $12,989,  $4,650 in legal  fees,  $2,849 in filing  fees,  $1,222 in interest
paid, $163 in bank charges and interest and $160 in office and general costs.

We have not attained  profitable  operations  and are dependent  upon  obtaining
financing  to pursue  exploration  activities.  For these  reasons our  auditors
believe  that there is  substantial  doubt that we will be able to continue as a
going concern.

                                       16

<page>

ITEM 7:  FINANCIAL STATEMENTS












                              QUORUM VENTURES, INC.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                                  May 31, 2006







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

STATEMENT OF STOCKHOLDERS' DEFICIT

NOTES TO THE FINANCIAL STATEMENTS









                                       17

<page>

<TABLE>
<CAPTION>
<S>                      <C>                       <C>                        <C>
[DALE MATHESON           Partnership of:           Robert J Burkart, Inc.     James F Carr-Hilton, Ltd.
[CARR-HILTON LABONTE     Alvin F Dale, Ltd.        Peter J Donaldson, Inc.    R.J. LaBonte, Ltd.
-------------------      Robert J Matheson, Inc.   Fraser G Ross, Ltd.
[CHARTERED ACCOUNTANTS LOGO]
</TABLE>
--------------------------------------------------------------------------------

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------


To the Stockholders and Board of Directors of Quorum Ventures, Inc.

We have audited the balance  sheets of Quorum  Ventures,  Inc.  (an  exploration
stage  company) as of May 31, 2006 and 2005 and the  statements  of  operations,
stockholders'  deficit  and cash  flows for the years  then ended and the period
from February 2, 2004  (Inception) to May 31, 2006 . These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express  an opinion  on these  financial  statements  based on our  audits.  The
Company's  financial  statements  as at May 31,  2004,  and for the period  from
February  2, 2004  (inception)  to May 31, 2004 were  audited by other  auditors
whose report dated October 12, 2004 included an explanatory  paragraph regarding
the Company's ability to continue as a going concern.  The financial  statements
for the period from February 2, 2004  (Inception)  to May 31, 2004 reflect a net
loss of $14,547 of the related  cumulative  total net loss. The other  auditors'
report  has been  furnished  to us,  and our  opinion,  insofar as it relates to
amounts  included for such prior periods,  is based solely on the report of such
other auditor.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  an audit to obtain  reasonable  assurance  whether  the  financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors,  these
financial  statements  present fairly, in all material  respects,  the financial
position  of the  Company  as of May 31,  2006 and 2005 and the  results  of its
operations and its cash flows and the changes in  stockholders'  deficit for the
years then ended and for the period from February 2, 2004 (Inception) to May 31,
2006 in accordance with United States generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company is in the exploration stage and has incurred
losses  since  inception  and has  limited  working  capital  available  raising
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.
                                              Dale Matheson Carr-Hilton LaBonte

                                                          CHARTERED ACCOUNTANTS
August 14, 2006 Vancouver, B.C.

                                       18

<page>


                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                                 BALANCE SHEETS

<table>
<caption>
                                                                                  May 31,                May 31,
                                                                                   2006                   2005
                                                                                   ----                   ----

                                                            ASSETS

                                                                        <c>                    <c>
Current Assets
   Cash                                                                    $          7,736       $         15,642
   Prepaid expense                                                                    1,362                      -
                                                                           ----------------       ----------------
Total assets                                                               $          9,098       $         15,642
                                                                           ================       ================

                                         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts payable and accrued liabilities                                $         11,681       $         15,742
   Due to related party (Note 5)                                                     19,550                      -
                                                                           ----------------       ----------------
                                                                                     31,231                 15,742
                                                                           ----------------       ----------------

Common stock (Note 4)
   75,000,000 shares authorized, $0.001 par value,
   7,050,000 shares issued and outstanding                                            7,050                  7,050
      (May 31,  2005-7,050,000)
Additional paid in capital                                                           22,950                 22,950
Deficit accumulated during the exploration stage                               (     52,133)            (   30,100)
                                                                           ----------------       -----------------
                                                                               (     22,133)            (      100)
                                                                           ----------------       -----------------
Total liabilities and stockholders' deficit                                $          9,098       $         15,642
                                                                           ================       =================
</table>

Going concern contingency (Note 1)




   The accompanying notes are an integrated part of these financial statements

                                       19

<page>

                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                            STATEMENTS OF OPERATIONS

<table>
<caption>
                                                                                       February 2, 2004
                                                                                        (Inception) to
                                                          Year ended May 31,                May 31,
                                                        2006              2005               2006
                                                        ----              ----               ----

                                              <c>              <c>           <c>
Expenses
   Accounting and audit                         $         12,989  $        7,048    $       25,537
   Bank charges and interest                                 163             147               357
   Filing                                                  2,849             858             3,707
   Interest expense                                        1,222               -             1,222
   Legal                                                   4,650           2,500             8,650
   Mineral property expenditures (Note 3)                      -           5,000            12,500
   Office and general                                        160               -               160
                                                 ---------------  --------------    --------------
Loss before income taxes                                 (22,033)        (15,553)          (52,133)

Provision for income taxes                                     -               -                 -
                                                 ---------------  --------------    --------------
Net loss                                        $        (22,033) $      (15,553)   $      (52,133)
                                                 ===============  ==============    ==============
Basic and diluted net loss per share            $          (0.00) $        (0.00)
                                                 ===============  ==============
Weighted average number of shares outstanding          7,050,000       7,050,000
                                                 ===============  ==============
</table>


   The accompanying notes are an integrated part of these financial statements

                                       20

<page>
                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                            STATEMENTS OF CASH FLOWS
<table>
<caption>
                                                                                 February 2, 2004
                                                                                  (Inception) to
                                                         Year ended May 31,           May 31,
                                                      2006             2005            2006
                                                      ----            ----             ----

                                               <c>              <c>             <c>
Cash Flows From Operating Activities
   Net loss                                        $  (   22,033)  $  (   15,553)  $  (     52,133)
   Changes in non cash working capital items
     Prepaid expenses                                     (1,362)              -            (1,362)
     Accounts payable and accrued liabilities             (4,061)          8,692            11,681
                                                   -------------   -------------   ---------------
Net cash used in operating activities                 (   27,456)     (    6,861)     (     41,814)
                                                   -------------   -------------   ---------------

Cash Flows From Financing Activities
   Proceeds from sale and issuance of common stock             -               -            30,000
   Advances from related party                            19,550               -            19,550
                                                   -------------   -------------   ---------------
Net cash provided by financing activities                 19,550               -            49,550
                                                   -------------   -------------   ---------------
Net increase (decrease) in cash                       (    7,906)     (    6,861)            7,736

Cash, beginning                                           15,642          22,503                -
                                                   -------------   -------------   ---------------
Cash, ending                                       $       7,736   $      15,642   $         7,736
                                                   =============   =============   ===============

Supplemental Cash Flow Information
Cash paid for:
   Interest                                        $       1,222   $           -   $         1,222
                                                   =============   =============   ===============
   Income taxes                                    $           -   $           -   $             -
                                                   =============   =============   ===============
</table>

   The accompanying notes are an integrated part of these financial statements

                                       21

<page>


                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                  Inception (February 2, 2004) to May 31, 2006

<table>
<caption>
                                                                                                       Deficit
                                                                                                     Accumulated
                                                                     Additional     During the
                                              Common Shares           Paid-in       Exploration
                                        -------------------------
                                           Number        Amount       Capital          Stage            Total
                                           ------        ------       -------          -----            -----

                                     <c>         <c>            <c>            <c>              <c>
Common stock issued for cash
 - at $0.001 per share, February 2004     5,000,000  $     5,000   $           -  $            -   $       5,000
 - at $0.01 per share, March 2004         2,000,000        2,000          18,000               -          20,000
 - at $0.10 per share, April 2004            50,000           50           4,950               -           5,000
Net loss                                          -            -               -      (   14,547)    (    14,547)
                                         ----------  -----------   -------------  --------------   --------------
Balance, May 31, 2004                     7,050,000        7,050          22,950      (   14,547)         15,453

Net loss                                          -            -               -      (   15,553)    (    15,553)
                                         ----------  -----------   -------------  --------------   --------------
Balance, May 31, 2005                     7,050,000        7,050          22,950      (   30,100)    (       100)

Net loss                                          -            -               -      (   22,033)    (    22,033)
                                         ----------  -----------   -------------  --------------   --------------
Balance, May 31, 2006                     7,050,000  $     7,050   $      22,950  $   (   52,133)  $ (     22,133)
                                         ==========  ===========   =============  ==============   ==============
</table>




   The accompanying notes are an integrated part of these financial statements

                                       22

<page>


                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 2006


Note 1        Nature and Continuance of Operations
              ------------------------------------
              Organization

              The Company was incorporated in the State of Nevada on February 2,
              2004. The Company's fiscal year end is May 31.

              Exploration Stage Activities

              The Company has been in the exploration  stage since its formation
              and has not yet realized any revenues from its planned operations.
              It is primarily  engaged in the  acquisition  and  exploration  of
              mining properties. Upon location of a commercial, minable reserve,
              the  Company  expects  to  actively   prepare  the  site  for  its
              extraction and enter the development stage.

              The  Company   has   acquired  a  mineral   property   located  in
              Yellowknife,   Northwest  Territories,  Canada  and  has  not  yet
              determined  whether  this  property  contains  reserves  that  are
              economically  recoverable.  The recoverability of amounts from the
              property  will be dependent  upon the  discovery  of  economically
              recoverable  reserves,  confirmation of the Company's  interest in
              the  underlying  property,  the  ability of the  Company to obtain
              necessary financing to satisfy the expenditure  requirements under
              the  property  agreement  and to complete the  development  of the
              property and upon future profitable production or proceeds for the
              sale thereof.

              Going concern

              These  financial  statements have been prepared on a going concern
              basis which  assumes  that the Company will be able to realize its
              assets and  discharge  its  liabilities  in the  normal  course of
              business.  The Company has a working capital deficiency of $22,133
              at May 31, 2006 and has incurred losses since inception  resulting
              in an  accumulated  deficit  of  $52,133  as of May 31,  2006  and
              further losses are  anticipated in the development of its business
              raising  substantial doubt about the Company's ability to continue
              as a going  concern.  Management  has  plans  to  seek  additional
              finance  through  private  placements  of its common  stock and/or
              loans from directors.  These  financial  statements do not include
              any adjustments to the amounts and  classifications  of assets and
              liabilities  that might be necessary  should the Company be unable
              to continue as a going concern.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------
              Basis of Presentation
              ---------------------
              The  financial  statements  of the  Company  are  presented  in US
              dollars and have been  prepared in  accordance  with United States
              generally accepted accounting principles.

                                       23

<page>

                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 2006

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Mineral Property
              ----------------

              Mineral property exploration and development costs are expensed as
              incurred until such time as economic reserves are quantified.  The
              Company  has  considered  the  guidance  under  EITF  04-2 and has
              determined that  capitalization  of mineral  property  acquisition
              costs is  inappropriate  at the  current  stage  of the  Company's
              mineral property  exploration  activities.  To date, the Company's
              mineral  interests consist mainly of exploration stage properties.
              Furthermore,  there is uncertainty as to the Company's  ability to
              fund the exploration work necessary to determine if the properties
              have recoverable  reserves or any future economic  benefits.  As a
              result,  acquisition  costs to date are  considered to be impaired
              and  accordingly,  have  been  written  off  as  mineral  property
              expenditures.

              Use of Estimates and Assumptions
              --------------------------------
              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles 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 revenues  and
              expenses during the period. Actual results could differ from those
              estimates.

              Foreign Currency Translation
              ----------------------------
              The financial  statements are presented in United States  dollars.
              In  accordance  with  Statement of Financial  Accounting  Standard
              ("SFAS")  No.  52,   "Foreign   Currency   Translation",   foreign
              denominated  monetary  assets and  liabilities  are  translated to
              their United States  dollar  equivalents  using  foreign  exchange
              rates  which  prevailed  at the balance  sheet  date.  Revenue and
              expenses are  translated at average  rates of exchange  during the
              period. Certain translation adjustments are reported as a separate
              component  of  stockholders'  equity,   whereas  gains  or  losses
              resulting  from  foreign  currency  transactions  are  included in
              results of operations.

              Income Taxes
              ------------
              A deferred tax asset or  liability  is recorded for all  temporary
              differences  between financial and tax reporting and net operating
              loss carryforwards. Deferred tax assets are reduced by a valuation
              allowance  when, in the opinion of  management,  it is more likely
              than not that some  portion or all of the deferred tax assets will
              not be realized.  Deferred tax assets and liabilities are adjusted
              for the  effects  of  changes in tax laws and rates on the date of
              enactment.

                                       24

<page>

                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 2006

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Fair Value of Financial Instruments

              In accordance  with the  requirements of SFAS No. 107, the Company
              has determined  the estimated fair value of financial  instruments
              using  available  market  information  and  appropriate  valuation
              methodologies.  The fair value of financial instruments classified
              as current assets or liabilities  approximate their carrying value
              due to the short-term maturity of the instruments.

              Stock-based Compensation

              In December  2004,  the FASB issued  SFAS No.  123R,  "Share-Based
              Payment", which replaced SFAS No. 123, "Accounting for Stock-Based
              Compensation"  and superseded APB Opinion No. 25,  "Accounting for
              Stock Issued to  Employees".  In January 2005,  the Securities and
              Exchange  Commission  ("SEC")  issued  Staff  Accounting  Bulletin
              ("SAB")   No.   107,   "Share-Based   Payment",   which   provides
              supplemental  implementation  guidance for SFAS No. 123R. SFAS No.
              123R requires all  share-based  payments to  employees,  including
              grants  of  employee  stock  options,  to  be  recognized  in  the
              financial  statements  based on the grant  date fair  value of the
              award.  SFAS No.  123R was to be  effective  for interim or annual
              reporting  periods  beginning  on or after June 15,  2005,  but in
              April 2005 the SEC issued a rule that will permit most registrants
              to implement  SFAS No. 123R at the  beginning of their next fiscal
              year, instead of the next reporting period as required by SFAS No.
              123R. The pro-forma  disclosures  previously  permitted under SFAS
              No. 123 no longer will be an  alternative  to financial  statement
              recognition.  Under SFAS No. 123R,  the Company must determine the
              appropriate  fair value model to be used for  valuing  share-based
              payments,  the amortization  method for compensation  cost and the
              transition method to be used at date of adoption.

              The  transition   methods  include   prospective  and  retroactive
              adoption options. Under the retroactive options, prior periods may
              be restated  either as of the beginning of the year of adoption or
              for all periods  presented.  The prospective  method requires that
              compensation  expense be recorded for all unvested  stock  options
              and  restricted  stock at the  beginning  of the first  quarter of
              adoption of SFAS No. 123R,  while the  retroactive  methods  would
              record  compensation  expense for all unvested  stock  options and
              restricted  stock  beginning with the first period  restated.  The
              Company adopted the modified prospective approach of SFAS No. 123R
              for the year  beginning  June 1, 2005.  The Company did not record
              any  compensation  expense  during the year ended May 31,  2006 as
              there were no stock options  outstanding  prior to the adoption or
              at May 31, 2005.

                                       25

<page>

                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 2006

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------
              Net Loss Per Share
              ------------------
              Basic  net  loss  per  share  is  computed  by  dividing  net loss
              attributable to common stockholders by the weighted average number
              of shares of common stock outstanding  during the period.  Diluted
              net loss per share takes into consideration shares of common stock
              outstanding  (computed under basic loss per share) and potentially
              dilutive shares of common stock.

              Recent Accounting Pronouncements
              ---------------------------------
              In February  2006, the FASB issued SFAS No. 155,  "Accounting  for
              Certain  Hybrid   Financial   Instruments  an  amendment  of  FASB
              Statements No. 133 and 140", to simplify and make more  consistent
              the accounting  for certain  financial  instruments.  SFAS No. 155
              amends SFAS No. 133,  "Accounting  for Derivative  Instruments and
              Hedging  Activities",  to permit fair value re-measurement for any
              hybrid  financial  instrument  with an  embedded  derivative  that
              otherwise  would  require  bifurcation,  provided  that the  whole
              instrument  is accounted  for on a fair value basis.  SFAS No. 155
              amends SFAS No. 140, "Accounting for the Impairment or Disposal of
              Long-Lived Assets", to allow a qualifying  special-purpose  entity
              to hold a  derivative  financial  instrument  that  pertains  to a
              beneficial  interest  other  than  another  derivative   financial
              instrument.  SFAS No.  155  applies to all  financial  instruments
              acquired or issued after the beginning of an entity's first fiscal
              year  that  begins  after   September   15,  2006,   with  earlier
              application  allowed.  This  standard  is not  expected  to have a
              significant  effect on the  Company's  future  reported  financial
              position or results of operations.

              In March  2006,  the FASB issued  SFAS No.  156,  "Accounting  for
              Servicing of Financial  Assets, an amendment of FASB Statement No.
              140,  Accounting  for Transfers and Servicing of Financial  Assets
              and  Extinguishments of Liabilities".  This statement requires all
              separately  recognized servicing assets and servicing  liabilities
              be initially  measured at fair value, if practicable,  and permits
              for  subsequent  measurement  using either fair value  measurement
              with   changes  in  fair  value   reflected  in  earnings  or  the
              amortization and impairment requirements of Statement No. 140. The
              subsequent  measurement of separately  recognized servicing assets
              and servicing  liabilities at fair value  eliminates the necessity
              for entities  that manage the risks  inherent in servicing  assets
              and servicing  liabilities  with  derivatives to qualify for hedge
              accounting   treatment  and  eliminates  the  characterization  of
              declines in fair value as impairments or direct write-downs.  SFAS
              No. 156 is effective for an entity's  first fiscal year  beginning
              after  September 15, 2006.  This adoption of this statement is not
              expected  to have a  significant  effect on the  Company's  future
              reported financial position or results of operations.

                                       26

<page>

                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 2006

Note 3        Mineral Property
              ----------------
              By a mineral property purchase agreement dated April 21, 2004, the
              Company acquired a 90% undivided right,  title and interest in and
              to three mineral  claims in  Yellowknife,  Northwest  Territories,
              Canada by the  payment  of  $7,500.  During the year ended May 31,
              2005 the Company incurred mineral exploration  expenses of $5,000.
              During the year ended May 31,  2006 the  Company  did not make the
              annual  payment  on  one  of  the  claims,   as  required  by  the
              territorial government, and consequently the title to the minerals
              claim  lapsed.  The  remaining  claims  are held in trust  for the
              Company by the property  vendor.  The 90% right interest and title
              in and to the claims is  transferable  to the  Company at any time
              upon request and is subject to a 2% net smelter return royalty.

Note 4        Common Stock
              ------------
              The total number of common shares authorized that may be issued by
              the Company is 75,000,000  shares with a par value of one tenth of
              one cent  ($0.001)  per  share  and no other  class of  shares  is
              authorized. During the year ended May 31, 2004, the Company issued
              7,050,000  shares of  common  stock for  total  cash  proceeds  of
              $30,000.

              At May 31,  2006,  there  were no  outstanding  stock  options  or
              warrants.

Note 5        Related Party Transactions
              --------------------------
              As at May 31,  2006,  an amount of $19,550  (May 31,  2005-Nil) is
              owing to a director of the Company for cash advances.  The debt is
              unsecured,  non-interest  bearing  and has no  specified  terms of
              repayment

Note 6        Income Taxes

              A reconciliation of income  taxes  at  statutory  rates  with  the
              reported taxes as follows:

<table>
<caption>
                                                                                     2006             2005
                                                                                     ----             ----
            
                                                                 <c>              <c>
             Loss before income taxes                                           $     (22,033)   $     (15,553)
                                                                                ==============   ==============

             Expected income tax recovery                                       $        7,491   $        5,288
             Unrecognized benefit of operation loss carryforwards                      ( 7,491)        ( 5,288)
                                                                                --------------   --------------
             Income tax benefit                                                 $            -   $            -
                                                                                ==============   ==============
</table>

                                       27

<page>

                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 2006

Note 6        Income Taxes- (cont'd)
              ------------




              Significant  components of the Company's deferred tax assets based
              on statutory tax rates are as follows:
<table>
<caption>
                                                                                     2006             2005
                                                                                     ----             ----
            
                                                                <c>               <c>
             Deferred tax assets:
                Operating loss carryforwards                                    $        17,204  $         9,933
                 Valuation allowance                                                   ( 17,204)         ( 9,933)
                                                                                ---------------- ----------------
             Net deferred tax assets                                            $             -  $             -
                                                                                ================ ================
</table>

              The  Company  has   approximately   $52,100  of   operating   loss
              carryforwards which expire over 20 years beginning in 2024.

              The  Company  has  provided  a  valuation  allowance  against  its
              deferred tax assets given that it is in the exploration  stage and
              there is substantial  uncertainty  as to the Company's  ability to
              realize future tax benefits through  utilization of operating loss
              carryforwards.


                                       28

<page>

ITEM 8:  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

On  September  15, 2005,  we  dismissed  Dohan and Company  P.A.,  CPAs,  as our
independent  accountant.  Dohan  &  Company  P.A.,  CPA's  audit  report  on our
financial  statements for the period from our  incorporation on February 2, 2004
to May 31, 2004,  did not contain an adverse  opinion or  disclaimer of opinion,
nor was it modified as to uncertainty,  audit scope,  or accounting  principles.
Furthermore,  there were no disagreements between us and Dohan and Company P.A.,
CPAs, relating to the fiscal period audited (from our inception to May 31, 2004)
or any subsequent interim period through the date of dismissal.

The  Report of  Independent  Registered  Public  Accounting  Firm that Dohan and
Company P.A.,  CPAs issued on the financial  statements  for the period from our
inception  on February 2, 2004 to May 31, 2004 did express an opinion that there
was substantial doubt as to our ability to continue as a going concern.

There were no  disagreements  with Dohan and Company P.A., CPAs on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure, which if not resolved to its satisfaction, would have caused
it to make  reference to the subject  matter of the  disagreement  in connection
with its report  and its  review of our  interim  financial  statements  for the
period ended August 31, 2004.

We engaged Dale Matheson  Carr-Hilton  LaBonte,  Chartered  Accountants,  as our
independent  accountant  on  September  15,  2005.  We did not consult with Dale
Matheson  Carr-Hilton  LaBonte,  Chartered  Accountants,  prior  to the  date of
engagement regarding the application of accounting principles, the type of audit
opinion that might be rendered by it any other similar matter.

ITEM 8A:  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

We evaluated the  effectiveness of our disclosure  controls and procedures as of
the end of the  2006  fiscal  year.  This  evaluation  was  conducted  with  the
participation  of our  chief  executive  officer  and our  principal  accounting
officer.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information that we are required to disclose in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Limitations on the Effective of Controls

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and may not be detected.

                                       29

<page>

Conclusions

Based upon their  evaluation of our controls,  the chief  executive  officer and
principal  accounting  officer have concluded  that,  subject to the limitations
noted  above,  the  disclosure  controls  are  effective  providing   reasonable
assurance that material  information  relating to us is made known to management
on a timely basis during the period when our reports are being  prepared.  There
were no  changes in our  internal  controls  that  occurred  during the  quarter
covered by this report that have materially  affected,  or are reasonably likely
to materially affect our internal controls.

PART III

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

Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:

Directors:

Name of Director                 Age

Steven Bolton                     37
Bryan Markert                     38

Executive Officers:

Name of Officer                  Age             Office

Steven Bolton                     37             President, Chief
                                                 Executive Officer and promoter

Bryan Markert                     38             Secretary and Treasurer
Biographical Information

Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.

Mr. Steven Bolton has acted as our President,  chief executive officer, and as a
director since our  incorporation  on February 2, 2004. Mr. Bolton is a graduate
of the  University of British  Columbia  where he earned his Bachelor of Science
degree in  Zoology in 1990.  From 1992 to  present,  he has been the  manager of
Speedy  Printing  Centers,  a  commercial  printing  company  located  in  North
Vancouver,  British  Columbia,  and has  been  involved  in all  aspects  of its
business operations.

Mr. Bolton does not have any professional training or technical  credentials  in
the exploration, development and operation of mines.

                                       30

<page>

Mr. Bolton intends to devote approximately 15%  of  his  business  time  to  our
affairs.

Mr. Bryan Markert has acted as our secretary,  treasurer and as a director since
our incorporation on February 2, 2004. Mr. Markert is a graduate of Simon Fraser
University located in Burnaby,  British Columbia where he earned his Bachelor of
Arts degree in 1992,  majoring  in Urban  Planning.  From 1999 to  present,  Mr.
Markert has been  employed by a major  software  company where he is a technical
engineer  operating as the conduit between the company's custom software and its
end users.

Mr. Markert does not have any professional training or technical credentials  in
the exploration, development and operation of mines.

Mr. Markert intends to devote approximately 10% of  his  business  time  to  our
affairs.

Conflicts of Interest

Because  neither of our  directors  has any other  business  involvement  in the
mineral  exploration  sector,  we do not  anticipate  any  conflict  of interest
developing between our directors and us with respect to our operations.

However,  if such a conflict  arises,  our bylaws  provide that each officer who
holds  another  office  or  possesses  property  whereby,  whether  directly  or
indirectly,  duties or interests might be created in conflict with his duties or
interests as our officer shall,  in writing,  disclose to the president the fact
and the nature,  character  and extent of the  conflict  and abstain from voting
with respect to any resolution in which the officer has a personal interest.

Term of Office

Our  directors  are  appointed for a one-year term to hold office until the next
annual  general  meeting of our  shareholders  or until  removed  from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.

Significant Employees

We have no significant employees other than the officers and directors described
above.


Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than 10% shareholders are required
by SEC  regulation  to furnish us with  copies of all  Section  16(a) forms they
file.  Based on our review of the copies of such forms we  received,  we believe
that  during the fiscal  year ended May 31,  2006 all such  filing  requirements
applicable to our officers and  directors  were  complied  with  exception  that
reports were filed late by the following persons:

                                       31

<page>

                                        Number      Transactions  Known Failures
                                        Of  late    Not Timely    To File a
Name and principal position             Reports     Reported      Required Form
------------------------------          --------    ------------  -------------
Steven Bolton                               0             0              0
(President, chief executive officer
and director)

Bryan Markert                               0             0              0
(Secretary, treasurer and director)


ITEM 10:  EXECUTIVE COMPENSATION

The table below  summarizes all  compensation  awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal year ended December 31, 2005.

<table>
<caption>
                          Annual Compensation                         Long Term Compensation

                                                   Other Annual       Restricted Stock Options/   LTIP          All Other
Name (1)       Title      Year     Salary   Bonus  Compensation       Awarded          SARs (#)   payouts ($)   Compensation
--------       -----      ----     ------   -----  ------------       -------          --------   -----------   ------------

            <c>       <c>      <c>      <c>     <c>               <c>              <c>        <c>            <c>
Steven Bolton  President  2006     $0       0      0                  0                0          0             0
                          2005     $0       0      0                  0                0          0             0
Bryan          Secretary  2006     $0       0      0                  0                0          0             0
Markert        Treasurer  2005     $0       0      0                  0                0          0             0
</table>


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

The following  table provides the names and addresses of each person known to us
to own more than 5% of our  outstanding  common stock as of September  20, 2006,
and by the  officers  and  directors,  individually  and as a group.  Except  as
otherwise indicated, all shares are owned directly.

                                                Amount of
Title of     Name and address                   beneficial            Percent
Class        of beneficial owner                ownership             of class
--------------------------------------------------------------------------------

Common       Steven Bolton                      2,500,000              35.46%
Stock        President, Chief
             Executive Officer
             and a Director
             2118 Eastern Avenue, Suite 5,
             North Vancouver, B.C., Canada

Common       Bryan Markert                      2,500,000               35.46%
Stock        Secretary, Treasurer
             and Director
             722 East 6th Street,
             North Vancouver B.C., Canada

Common       All officers and directors         5,000,000              70.92%
Stock        as a group that consists of         shares
             two people

The percent of class is based on  7,050,000  shares of common  stock  issued and
outstanding as of the date of this prospectus.

                                       32

<page>


ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of the  following  parties has,  since our date of  incorporation,  had any
material  interest,  direct or indirect,  in any  transaction  with us or in any
presently proposed transaction that has or will materially affect us:

  *  Any of our directors or officers;
  *  Any person  proposed as a nominee for  election as a director;
  *  Any person who beneficially owns, directly or indirectly, shares
     carrying more than 10% of the voting rights attached to our
     outstanding shares of common stock;
  *  Our sole promoter, Steven Bolton;
  *  Any member of the immediate family of any of the foregoing persons.

Our sole promoter, Steven Bolton, has not received anything of  value  from  us,
directly or indirectly, since our inception.   We have  not acquired any  assets
from Mr. Bolton.

ITEM 13:  EXHIBITS AND REPORTS

Exhibit
Number       Description


  3.1*          Articles of Incorporation
  3.2*          Bylaws
  5.1           Legal opinion
 10.1*          Mineral Property Purchase Agreement dated April 1, 2004
 31.1           Certification pursuant to Rule 13a-14(a) under the Securities
                Exchange Act of 1934
 31.2           Certification pursuant to Rule 13a-14(a) under the Securities
                Exchange Act of 1934
 32.1           Certification pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002
 32.2           Certification pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 99.1**         Location map
 99.2**         Claim registration documentation

  *  filed as exhibits to our SB-2 registration statement dated October 13, 2004

  ** filed as exhibits to our SB-2 registration statement dated November 7, 2005

                                       33

<page>

Reports on Form 8-K
-------------------
We did not file any reports on Form 8-K during the last fiscal quarter of 2006.

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal accountants,  Morgan & Company,  Chartered  Accountants,  rendered
invoices to us during the fiscal  periods  indicated for the following  fees and
services:

                                          Fiscal year ended   Fiscal year ended
                                              May 31, 2005        May 31, 2006

Audit fees                                         Nil              $4,800
Audit-related fees                                 Nil              $4,500
Tax fees                                           Nil                Nil
All other fees                                     Nil                Nil

Audit  fees  consist  of fees  related  to  professional  services  rendered  in
connection with the audit of our annual financial statements,  the review of the
financial statements included in each of our quarterly reports on Form 10-QSB.

Our  policy  is to  pre-approve  all audit and  permissible  non-audit  services
performed by the  independent  accountants.  These  services  may include  audit
services,  audit-related  services,  tax services and other services.  Under our
audit  committee's  policy,  pre-approval  is generally  provided for particular
services or categories of services,  including planned  services,  project based
services  and  routine  consultations.  In  addition,  we may  also  pre-approve
particular  services on a case-by-case  basis. We approved all services that our
independent accountants provided to us in the past two fiscal years.

SIGNATURES

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

Quorum Ventures, Inc.


By          /s/ Steven Bolton
            -----------------
            Steven Bolton
            President, CEO & Director
            Date: September 20, 2006

In  accordance  with the  Securities  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/ Steven Bolton
            -----------------
            Steven Bolton
            President, CEO & Director
            Date: September 20, 2006


By          /s/ Bryan Markert
            -----------------
            Bryan Markert
            Secretary, Treasurer and Director
            Date: September 20, 2006

                                       34