UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB
              [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2006
                                       or
              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
         For the transition period from ____________ to ________________
                        Commission file number: 000-51837


                                OPTIONABLE, INC.

        (Exact name of small business issuer as specified in its charter)

              Delaware                             52-2219407
 -----------------------------------         --------------------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)
  555 Pleasantville Road, South Building, Suite 110 Briarcliff Manor, NY 10150
               (Address of principal executive offices) (Zip Code)

                                 (914) 773-1100

                (Issuer's telephone number, including area code)

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

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

The total  number  of shares of the  issuer's  common  stock,  $.001 par  value,
outstanding  at October 24, 2006 was  51,618,574.

Transitional  Small  Business Disclosure Format: Yes |_| No |X|



<PAGE>






                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

To the extent that the information presented in this Quarterly Report on Form
10-QSB for the quarter ended September 30, 2006 discusses financial projections,
information or expectations about our products or markets, or otherwise makes
statements about future events, such statements are forward-looking. We are
making these forward-looking statements in reliance on the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Although we
believe that the expectations reflected in these forward-looking statements are
based on reasonable assumptions, there are a number of risks and uncertainties
that could cause actual results to differ materially from such forward-looking
statements. These risks and uncertainties are described, among other places in
this Quarterly Report, in "Management's Discussion and Analysis or Plan of
Operation."

In addition, we disclaim any obligations to update any
forward-looking statements to reflect events or circumstances after the date of
this Quarterly Report. When considering such forward-looking statements, you
should keep in mind the risks referenced above and the other cautionary
statements in this Quarterly Report.









                                       2

<PAGE>

                                          OPTIONABLE, INC.
                                           BALANCE SHEET
                                         September 30, 2006
                                            (Unaudited)
<TABLE>
<CAPTION>

                                               ASSETS
Current Assets:
<S>                                                                                                       <C>
Cash and cash equivalents                                                                                 $       4,371,620
Accounts receivable, net of provision for doubtful accounts of $ 68,675                                           1,538,545
Due from related party                                                                                              619,745
Incentives receivable                                                                                               752,207
Other current assets                                                                                                 74,588
                                                                                                          ------------------
     Total current assets                                                                                         7,356,705

  Property and equipment, net of accumulated depreciation of $446,803                                                42,895
  Other receivable                                                                                                  150,000
                                                                                                          ------------------
     Total assets                                                                                         $       7,549,600
                                                                                                          ==================

                                LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued expenses                                                                   $          88,119
  Accrued compensation                                                                                            1,595,761
  Income tax payable                                                                                                 19,246
                                                                                                          ------------------
    Total current liabilities                                                                                     1,703,126

Due to chairman of the board, net of unamortized discount of $3,325,878                                           1,718,632
Due to executive officer, net of unamortized discount of $451,122                                                    57,575
                                                                                                          ------------------
     Total liabilities                                                                                            3,479,333

Stockholders' Equity:
  Preferred Stock; $.0001 par value, 5,000,000 shares authorized, none issued
    and outstanding                                                                                                       -
  Common stock; $.0001 par value, 100,000,000 shares authorized,
    51,623,374 issued and  51,618,574 outstanding                                                                     5,162
  Additional paid-in capital                                                                                      8,171,590
  Treasury stock at cost, 4,800 shares                                                                               (2,506)
  Accumulated deficit                                                                                            (4,103,979)
                                                                                                          ------------------

     Total stockholders' equity                                                                                   4,070,267
                                                                                                          ------------------
     Total liabilities and stockholders' equity                                                           $       7,549,600
                                                                                                          ==================
</TABLE>





                            See Notes to Unaudited Financial Statements.

                                       3

<PAGE>

                                OPTIONABLE, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                     For the three-month period ended       For the nine-month period ended
                                                                September 30,                       September 30,
                                                    ------------------------------------    -------------------------------
                                                          2006               2005               2006              2005
                                                    -----------------   ----------------    -------------     -------------
                                                       (Unaudited)         (Unaudited)       (Unaudited)       (Unaudited)

<S>                                                  <C>                 <C>                 <C>               <C>
Brokerage fees                                       $     2,592,877     $      880,537      $ 5,354,724       $ 2,198,690
Brokerage fees-related party                               1,041,260            620,072        2,243,301         1,409,417
Incentives                                                   892,830            199,863        1,639,602           529,151
                                                    -----------------   ----------------    -------------     -------------
Net revenues                                               4,526,967          1,700,472        9,237,627         4,137,258

Cost of revenues                                           1,514,037            465,007        3,215,843         1,387,402
Cost of revenues-related parties                             298,050            163,628          633,022           644,338
                                                    -----------------   ----------------    -------------     -------------
                                                           1,812,087            628,635        3,848,865         2,031,740

Gross profit                                               2,714,880          1,071,837        5,388,762         2,105,518

Operating expenses:
  Selling, general and administrative                        321,547            185,328          758,816           527,346
  Research and development                                   127,768            116,115          273,567           372,504
                                                    -----------------   ----------------    -------------     -------------

     Total operating expenses                                449,315            301,443        1,032,383           899,850
                                                    -----------------   ----------------    -------------     -------------

     Operating income                                      2,265,565            770,394        4,356,379         1,205,668
                                                    -----------------   ----------------    -------------     -------------

Other income (expense):
Interest income                                               26,239                  -           53,336            12,961
Interest expense to related parties                          (76,679)           (76,176)        (701,134)         (221,834)
                                                    -----------------   ----------------    -------------     -------------
                                                             (50,440)           (76,176)        (647,798)         (208,873)
                                                    -----------------   ----------------    -------------     -------------

Net income before income tax                               2,215,125            694,218        3,708,581           996,795

Income tax                                                   (24,052)                 -          (24,052)                -
                                                    -----------------   ----------------    -------------     -------------

Net income                                           $     2,191,073     $      694,218      $ 3,684,529       $   996,795
                                                    =================   ================    =============     =============

Basic earnings per common share                      $          0.04     $         0.01      $      0.07       $      0.02
                                                    =================   ================    =============     =============
Diluted earnings per common share                    $          0.04     $         0.01      $      0.07       $      0.02
                                                    =================   ================    =============     =============
Basic weighted average common
shares outstanding                                        51,474,115         51,406,431       51,429,567        51,406,431
                                                    =================   ================    =============     =============

Diluted weighted average common shares outstanding        51,680,993         51,461,963       51,688,736        51,449,427
                                                    =================   ================    =============     =============
</TABLE>


                  See Notes to Unaudited Financial Statements.

                                       4

<PAGE>

                           OPTIONABLE, INC.
                       STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                               For the nine-month period ended
                                                                                         September 30,
                                                                           ----------------------------------------
                                                                                  2006                 2005
                                                                           -------------------  -------------------
                                                                               (Unaudited)          (Unaudited)

Cash flows from operating activities:
<S>                                                                        <C>                  <C>
Net income                                                                 $        3,684,529   $          996,795
Adjustments to reconcile net income to net cash provided by
 operating activities:
  Depreciation                                                                         21,107               26,048
  Amortization of debt discount                                                       701,134              221,834
  Provision for doubtful accounts                                                       1,255              (28,811)
  Fair value of warrants and options                                                   85,068                6,060
  Fair value of shares issued to chief executive officer                              140,072                    -
Changes in operating assets and liabilities:
  Accounts receivable                                                              (1,187,468)            (359,942)
  Due from related party                                                             (316,173)             (50,701)
  Incentives receivable                                                              (597,424)             (25,896)
  Other receivable                                                                          -             (150,000)
  Other current assets                                                                (25,499)             (66,864)
  Accounts payable and accrued expenses                                               (16,866)             (40,598)
  Income tax payable                                                                   19,246                    -
  Accrued compensation                                                              1,235,206              151,761
                                                                           -------------------  -------------------

Net cash provided by operating activities                                           3,744,187              679,686
                                                                           -------------------  -------------------

Cash flows used in investing activity:
  Purchases of property and equipment                                                 (22,817)             (23,085)
                                                                           -------------------  -------------------

Net cash used in investing activity                                                   (22,817)             (23,085)
                                                                           -------------------  -------------------

Cash flows from financing activities:

  Principal repayments of due to chief executive officer                             (558,697)            (186,354)
  Principal repayments of due to executive officer                                   (200,000)                   -
  Principal repayment of due to chairman of the board                                (400,000)            (105,991)
  Repurchase of shares of common stock                                                 (2,506)                   -
                                                                           -------------------  -------------------

Net cash used in financing activities                                              (1,161,203)            (292,345)
                                                                           -------------------  -------------------

Net increase in cash                                                                2,560,167              364,256

Cash, beginning of period                                                           1,811,453              907,126
                                                                           -------------------  -------------------

Cash, end of period                                                        $        4,371,620   $        1,271,382
                                                                           ===================  ===================

Supplemental disclosures of cash flow information:
     Cash paid for taxes                                                   $            4,806   $                -
                                                                           ===================  ===================

     Cash paid for interest                                                $                -   $                -
                                                                           ===================  ===================
</TABLE>

                  See Notes to Unaudited Financial Statements.

                                       5

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2006 and 2005
                                   (Unaudited)

Note 1-Organization, Description of Business and Basis of Presentation

Optionable, Inc. (the "Company") was formed in Delaware in February 2000 and is
a trading and brokerage services provider to brokerage firms, financial
institutions, energy traders, and hedge funds nationwide. The Company's
operations are located in the New York metropolitan area. The Company developed
an automated electronic trading system during 2006.

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and the footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments, consisting of
recurring accruals, considered for a fair presentation have been included.
Operating results for the nine months ended September 30, 2006 are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 2006.

Note 2- Summary of Significant Accounting Policies

Cash and Cash Equivalents

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

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and
cash equivalents, accounts receivable, incentives receivable, and due from
related party.

The Company's cash and cash equivalents accounts are held at financial
institutions and are insured by the Federal Deposit Insurance Corporation
("FDIC") up to $100,000. During the nine months ended September 30, 2006, the
Company has reached bank balances exceeding the FDIC insurance limit. To reduce
its risk associated with the failure of such financial institutions, the Company
periodically evaluates the credit quality of the financial institutions in which
it holds deposits.

The Company's accounts receivable are due from energy trading firms, financial
institutions, and hedge funds, located primarily in the United States.
Collateral is generally not required. Three of the Company's customers accounted
for 41%, 17% and 13% of its accounts receivable net of doubtful accounts,
respectively, at September 30, 2006. No other customers accounted for more than
10% of its accounts receivable at September 30, 2006.

The Company's incentives receivable are due from two United States exchanges
providing the Company with incentives to submit customer trades to their
respective platform. The incentives receivable are not collateralized.

                                       6

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2006 and 2005
                                   (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued

The due from related party is due from an affiliate owned by the Company's chief
executive officer and by an executive officer of the Company, who are both
stockholders of the Company. The due from related party is not collateralized.

Customer Concentration

One of the Company's customers accounted for approximately 22% and 15%,
respectively of its revenues during the nine-month periods ended September 30,
2006 and 2005, respectively. The Company minimizes its customer concentration
risks by diversifying its existing customer base.

Product Concentration

All of the Company's revenues are derived from fees earned from energy
derivatives transaction fees and related incentives provided by exchanges.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivables,
incentives receivable, due from related party, other receivable, accounts
payable and accrued expenses approximate their fair value due to their
short-term maturities. The carrying amount of due to Chairman of the board and
due to an executive officer approximate their fair value based on the Company's
incremental borrowing rate.

Software Development Costs
Costs incurred in the research and development of software products are expensed
as incurred until technological feasibility has been established. After
technological feasibility is established, any additional costs are capitalized
in accordance with Statement of Accounting Financial Standards ("SFAS") No. 86,
Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise
Marketed. Costs of maintenance and customer support will be charged to expense
when related revenue is recognized or when those costs are incurred, whichever
occurs first. The Company believes that the current process for developing
software is essentially completed concurrently with the establishment of
technological feasibility; accordingly, no software development costs have been
capitalized as of September 30, 2006.

                                       7

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2006 and 2005
                                   (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued

Income Taxes

Income taxes are accounted for in accordance with SFAS No. 109, Accounting for
Income Taxes. SFAS No. 109 requires the recognition of deferred tax assets and
liabilities to reflect the future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. Measurement of
the deferred items is based on enacted tax laws. In the event the future
consequences of differences between financial reporting bases and tax bases of
the Company's assets and liabilities result in a deferred tax asset, SFAS No.
109 requires an evaluation of the probability of being able to realize the
future benefits indicated by such assets. A valuation allowance related to a
deferred tax asset is recorded when it is more likely than not that some or all
deferred tax assets will not be realized.

Use of Estimates

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States 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
reporting periods. Significant estimates made by management include, but are not
limited to, the realization of receivables. Actual results will differ from
these estimates.

Basic and Diluted Earnings per Share

Basic earnings per share are calculated by dividing income available to
stockholders by the weighted-average number of common shares outstanding during
each period. Diluted earnings per share are computed using the weighted average
number of common and dilutive common share equivalents outstanding during the
period. Dilutive common share equivalents consist of shares issuable upon the
exercise of stock options and warrants (calculated using the modified-treasury
stock method). The outstanding options amounted to 941,000 and 780,250 at
September 30, 2006 and 2005, respectively. The outstanding warrants amounted to
1,650,000 and 1,000,000 at September 30, 2006 and 2005, respectively.


                                       8

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2006 and 2005
                                   (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued

The following sets forth the computation of basic and diluted earnings per share
for the nine-month period ended September 30:

                                                       2006               2005
                                                       ----               ----
Numerator:
Net income                                         $3,684,529          $ 996,795
                                                   ==========          =========
Denominator:
Denominator for basic earnings per share-
Weighted average shares outstanding                51,429,567         51,406,431
Effect of dilutive employee stock options             170,069             30,583
Effect of dilutive warrants                            89,100             12,413
                                                   ----------         ----------
Denominator for diluted earnings per share-
Weighted average shares outstanding                51,688,736         51,449,427
                                                   ==========         ==========
Basic earnings per share                                $0.07              $0.02
Diluted earnings per share                              $0.07              $0.02
Anti-dilutive weighted-average shares               1,100,000                  -
                                                   ==========         ==========

                                       9

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2006 and 2005
                                   (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued

Revenue Recognition

Revenue is recognized when earned.  The Company's revenue  recognition  policies
are in compliance  with the Securities and Exchange  Commission's  ("SEC") Staff
Accounting Bulletin ("SAB") No. 104 "Revenue Recognition".

The Company generally invoices its customers monthly, for all transactions which
have been executed during such month. Revenues are recognized on the day of
trade-trade date basis. The Company's revenues derive from a certain
predetermined fixed fee of the transactions it executes on behalf of its
customers. The fee is based on the volume of financial instruments traded. The
Company bases its fees on oral and written contracts and confirms the fees in
writing upon the execution of each transaction.

The Company also receives incentives from United States exchanges for the volume
of transactions conducted by the Company using their platform. The incentives
are based on a percentage of the total revenues received by the exchange
attributable to the Company's volume of transactions submitted to the respective
exchanges. The Company estimates monthly such incentives based on the volumes of
daily transactions submitted to the respective exchanges using the day of
trade-trade date basis, and the exchanges' published revenues by type of
transactions. The Company, pursuant to SAB 104, realizes the incentive revenues
realized or realizable when all of the following criteria are met:

         1) Persuasive evidence of an arrangement exists. The Company has a
written separate agreement with one of the exchanges. The other exchange has
publicly published the terms of its incentive program in 2003 which is offered
to all intermediaries in the select transactions;

         2) delivery has occurred or services have been rendered. Under
arrangements with both exchanges, the incentives are earned on the day the
Company submits transactions to the respective exchanges based on the revenues
generated from such transactions and are no longer subject to minimum volume of
transactions to the respective exchanges. The Company accounts for all
transactions submitted to each exchange on a daily basis. Accordingly, the
Company is able to determine when the incentives are earned based on the

                                       10

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2006 and 2005
                                   (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued

date  it  submits  transactions  to the  exchanges.  The  Company  has no  other
obligations to the exchanges to earn the incentives;

         3) "seller's" price to the buyer is fixed or determinable. Based on the
incentive program terms of each exchange, their published prices for the type of
transactions the Company submits to them, and the Company's transactions
records, the Company is able to estimate the revenues each exchange earns in
connection with the transactions it submits, and accordingly, the amount, if any
of the incentives the Company earns in connection with such transactions; and

         4) collectibility is reasonably assured. Historically, both exchanges
have paid the Company timely on incentives earned. The Company has no knowledge
that they do not intend to pay these incentives, if earned, in the future.
Furthermore, the Company intends to enforce the payment of any incentives
receivable under the incentive programs.

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123(R), "Share-Based Payment," which replaces SFAS No. 123 and supersedes
APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the
compensation costs of share-based compensation arrangements based on the
grant-date fair value and recognize the costs in the financial statements over
the period during which employees are required to provide services. Share-based
compensation arrangements include stock options, restricted share plans,
performance-based awards, share appreciation rights and employee share purchase
plans. In March 2005 the SEC issued Staff Accounting Bulletin No. 107, or "SAB
107". SAB 107 expresses views of the staff regarding the interaction between
SFAS No. 123(R) and certain SEC rules and regulations and provides the staff's
views regarding the valuation of share-based payment arrangements for public
companies. SFAS No. 123(R) permits public companies to adopt its requirements
using one of two methods. On April 14, 2005, the SEC adopted a new rule amending
the compliance dates for SFAS 123R. Companies may elect to apply this statement
either prospectively, or on a modified version of retrospective application
under which financial statements for prior periods are adjusted on a basis
consistent with the pro forma disclosures required for those periods under SFAS
123. Effective January 1, 2006, the Company has fully adopted the provisions of
SFAS No. 123R and related interpretations as provided by SAB 107 prospectively.
As such, compensation cost is measured on the date of grant as its fair value.

                                       11

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2006 and 2005
                                   (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued

Such compensation amounts, if any, are amortized over the respective vesting
periods of the option grant. The Company applies this statement prospectively.

Segment reporting

The Company operates in one segment, brokerage services. The Company's chief
operating decision-maker evaluates the performance of the Company based upon
revenues and expenses by functional areas as disclosed in the Company's
statement of operations.

Recent Pronouncements

In May 2005, the FASB issued Statement No. 154, "Accounting Changes and Error
Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements"
(SFAS 154). SFAS 154 changes the requirements for the accounting for, and
reporting of, a change in accounting principle. Previously, most voluntary
changes in accounting principles were required to be recognized by way of a
cumulative effect adjustment within net income during the period of the change.
SFAS 154 requires retrospective application to prior periods' financial
statements, unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. SFAS 154 is effective for
accounting changes made in fiscal years beginning after December 15, 2005;
however, the Statement does not change the transition provisions of any existing
accounting pronouncements. We do not believe adoption of SFAS 154 has a material
effect on our financial position, results of operations or cash flows.

                                       12

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2006 and 2005
                                   (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued

In July 2005, the FASB issued FASB Staff Position ("FSP") 150-5, "Accounting
Under SFAS 150 for Freestanding Warrants and Other Similar Instruments on
Redeemable Shares". FSP 150-5 clarifies that warrants on shares that are
redeemable or puttable immediately upon exercise and warrants on shares that are
redeemable or puttable in the future qualify as liabilities under SFAS 150,
regardless of the redemption feature or redemption price. The FSP is effective
for the first reporting period beginning after September 30, 2005, with
resulting changes to prior period statements reported as the cumulative effect
of an accounting change in accordance with the transition provisions of SFAS
150. We adopted the provisions of FSP 150-5 on July 1, 2005, which did not have
a material effect on our financial statements.

In July 2005, the FASB issued EITF 05-6, "Determining the Amortization period
for Leasehold Improvements Purchased After Lease Inception or Acquired in a
Business Combination", which addressed the amortization period for leasehold
improvements made on operating leases acquired significantly after the beginning
of the lease. The EITF is effective for leasehold improvements made in periods
beginning after June 29, 2005. We adopted the provisions of EITF 05-6 on July 1,
2005, which did not have a material impact to the Company's financial position,
results of operations and cash flows.

In September 2005, the FASB issued FASB Statement No. 157. This Statement
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures about
fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is a
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practices. This Statement is effective for
financial statements for fiscal years beginning after November 15, 2007. Earlier
application is permitted provided that the reporting entity has not yet issued
financial statements for that fiscal year. Management believes this Statement
will have no impact on the financial statements of the Company once adopted.

Note 3-Due from Related Party

In April 2004, under the Master Services Agreement, dated April 12, 2005, with a
related party, the Company agreed to pay certain fixed and variable fees and
support services to such related party entity partly owned by its Chief
Executive Officer and by an Executive Officer in exchange for a share of
revenues of the floor brokerage services of the related party. The fixed fees
the Company has agreed to pay amount to $50,000 per year.

The Company's share of revenues of the floor brokerage services amounted to
approximately $2.2 million and $1.4 million during the nine-month periods ended
September 30, 2006 and 2005, respectively. The Company's share of expenses of
the floor brokerage services amounted to approximately $510,000 and $644,000
during the nine-month periods ended September 30, 2006 and 2005, respectively.
The Company has received approximately $1.4 million from the related party in
connection with such floor brokerage services during the nine-month period ended
September 30, 2006 and the related party owed approximately $620,000 at
September 30, 2006.

                                       13

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2006 and 2005
                                   (Unaudited)

Note 3-Due from Related Party-continued

The Company recognizes its share of revenues of the floor brokerage services
based on the commissions earned for such services which are recognized on the
day of the trade-trade date basis.

The father of the Company's Chairman of the Board leases to the Company a seat
on the exchange through which Capital Energy maintains its floor operations. The
Company assumed the cost of the lease in April 2006. The lease provides for
monthly payments of approximately $22,000 through December 31, 2006. The amount
paid pursuant to the lease amounted to $123,000 during the nine-month period
ended September 30, 2006.


Note 4-Other Receivable

The Company's other receivable consists of amounts due from a broker employed by
a related party, an entity owned by our Chief Executive Officer and by an
Executive Officer. This other receivable funded security deposits of $100,000
held at a US exchange and $50,000 held at a clearinghouse, which are required to
maintain the Company's floor operations.

Note 5-Due to Related Parties

The terms and amounts of due to related parties at September 30, 2006 are as
follows:

Due to Chairman of the Board, non-interest bearing, unsecured, payable by March
12, 2014, if the Company obtains additional equity or debt financing of at least
$1,000,000 following the private placement which closed in September 2004
("Capital Raise"), the Company will repay its Chairman of the Board up to 39.33%
of the Capital Raise, up to $2,810,877, with the remaining balance and accrued
interest of 4.68% from the date of the
Capital Raise due on March 22, 2014:                                 $5,044,510
Discount, using initial implied rate of 12%:                         (3,325,878)
                                                                     -----------
                                                                     $1,718,632
                                                                     ===========

Due to Executive Officer, non-interest bearing, unsecured, payable by March 12,
2014, if the Company obtains additional equity or debt financing of at least
$1,000,000 following a Capital Raise, the Company will repay its Executive
Officer up to 5.3% of the Capital Raise, up to $381,250, with the remaining
balance and accrued
 interest of 4.68% from the date of the Capital Raise
 due on March 22, 2014:                                                $508,697
Discount, using initial implied rate of 12%:                           (451,122)
                                                                       ---------
                                                                       $ 57,575
                                                                       =========

                                       14

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2006 and 2005
                                   (Unaudited)

Note 5-Due to Related Parties-continued

During April 2005, the Company modified the terms of its due to related parties.
The modified terms provide that, in the event of a Capital Raise, among other
things, the interest rate accrued after such event is reduced from 12% to 4.68%.
Additionally, the modified terms provide that the Company may make principal
repayments towards the due to Chairman of the Board and the due to its Executive
Officer amounting to approximately 25% of its cash flows from operating cash
flows less capital expenditures. During April 2006, the Company modified the
terms of its due to related parties to allow the Company to make principal
repayments at its discretion.

The Company satisified its due to Chief Executive Officer during the nine-month
period ended September 30, 2006. The due to Chief Executive Officer had the same
terms as the due to Executive Officer.

The amortization of the discount on the due to related parties amounted to
approximately $701,000 and $222,000 during the nine-month period ended September
30, 2006 and 2005, respectively.

During the nine-month period ended September 30, 2006, the Company made
principal repayments amounting to approximately $1.2 million towards its due to
related parties.

Note 6- Other Related Party Transactions

The Company provides administrative services to a related party, an entity owned
by the Company's Chief Executive Officer and an Executive Officer. The Company
charged approximately $13,000 and $13,000 during the nine-month period ended
September 30, 2006 and 2005, respectively, for such services. The related party
owed the Company approximately $6,000 at September 30, 2006.

The Company has recognized revenues of approximately $34,000 and $61,000 during
the nine-month periods ended September 30, 2006 and 2005, respectively, from
three related parties, entities in which its Chairman of the Board is also the
managing director. Such related parties owed the Company approximately $17,000
as of September 30, 2006.

                                       15

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2006 and 2005
                                   (Unaudited)

Note 7- Stockholders' Equity

During June and September 2006, the Company issued, in aggregate, 216,943 shares
of common stock to its Chief Executive Officer. The shares were valued at
approximately $140,000, based on the quoted price of the Company's common stock
at the date of issuance. The shares were issued pursuant to the employment
agreement with the Company's Chief Executive Officer.

On May 30, 2006, the Company's Board of Directors authorized the repurchase of
such number of shares of its common stock that have an aggregate purchase price
not in excess of $200,000 at the rate of up to $50,000 worth of common stock
each quarter. The Company repurchased 4,800 shares at a cost aggregating
approximately $2,500 during the nine month period ended September 30, 2006. Such
repurchases have been accounted as treasury stock in the accompanying unaudited
balance sheet.

Stock Compensation Plan

During November 2004, the Company adopted the 2004 Stock Option Plan ("2004
Plan"). The 2004 Plan allows for the grant of both incentive stock options and
nonstatutory stock options. The 2004 Plan may be administered, interpreted and
constructed by the Board of Directors or a compensation committee. The maximum
number of shares of common stock which may be issued pursuant to options granted
under the 2004 Plan may not exceed 7,500,000 shares. There are 941,000 options
outstanding at September 30, 2006. The outstanding options are exercisable at a
weighted average price per share of $0.26 per share. The Company granted 150,000
options during the nine-month period ended September 30, 2006. The options
outstanding vest over periods ranging between 18 months and three years. During
the nine-month period ended September 30, 2006, the Company recorded a
share-based payment expense amounting to approximately $4,000 in connection with
all options outstanding

The share-based payment is based on the fair value of the outstanding options
amortized over the requisite period of service for optionholders, which is
generally the vesting period of the options. The fair value of the options is
based on the Black Scholes Model using the following assumptions :

Exercise price :                    $0.20-$0.51
Market price at date of grant :     $0.20-$0.51
Volatility :                        none-57%
Expected dividend rate :            0%
Risk-free interest rate :           2.78%-4.81%

If any options granted under the 2004 Plan expire or terminate without having
been exercised or cease to be exercisable, such options will be available again
under the 2004 Plan. All employees of the Company and its subsidiaries are
eligible to receive incentive stock options and nonstatutory stock options.
Non-employee directors and outside consultants who

                                       16

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2006 and 2005
                                   (Unaudited)

Note 7- Stockholders' Equity-continued

provided bona-fide services not in connection with the offer or sale of
securities in a capital raising transaction are eligible to receive nonstatutory
stock options. Incentive stock options may not be granted below their fair
market value at the time of grant or, if to an individual who beneficially owns
more than 10% of the total combined voting power of all stock classes of the
Company or a subsidiary, the option price may not be less than 110% of the fair
value of the common stock at the time of grant. The expiration date of an
incentive stock option may not be longer than ten years from the date of grant.
Option holders, or their representatives, may exercise their vested options up
to three months after their employment termination or one year after their death
or permanent and total disability. The 2004 Plan provides for adjustments upon
changes in capitalization.

During February 2006, the Company issued 1,200,000 warrants to a company
wholly-owned by its Chief Executive Officer. The exercise price of the warrants
is $0.95 per share. The warrants expire in February 2009. The warrants become
exercisable in tranches of up to 400,000 warrants beginning September 30, 2006,
and every six months thereafter, upon reaching certain trading milestones by two
of the Company's customers. The Company recognizes the fair value of the
exercisable warrants when performance has occurred. The Company has recognized
an expense of $81,000 and $6,000 during the nine-month period ended September
30, 2006 and 2005, respectively, in connection with all warrants which became
exercisable during the respective periods. The fair value of the warrants is
based on their fair value at the time of grant. The fair value of the options is
based on the Black Scholes Model using the following assumptions:

Exercise price :                    $0.20-$0.95
Market price at date of grant:      $0.20-$0.95
Volatility:                         none-57%
Expected dividend rate:             0%
Risk-free interest rate:            4.37%-5.13%

The total compensation cost related to nonvested awards not yet recognized
amounted to approximately $250,000 at September 30, 2006 and the Company expects
that it will be recognized over the following weighted-average period of 15
months.

                                       17

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

OVERVIEW

In recent years, the energy trading industry changed drastically. Long a
volatile industry, high profile bankruptcies, such as Enron, sparked a flight of
capital and a lack of confidence in the financial position of energy related
market participants, which forced energy companies to depart the energy
derivatives trading markets. We believe that the flow of investment out of
energy trading markets was mostly felt during 2003. Since 2004, we have observed
a higher level of participants within the financial institutions and hedge fund
community committing capital to energy trading, which has increased the level of
volume within the energy trading markets. Such higher level of participation has
also increased our revenues, net income, and cash flow from operating activities
which has improved our financial condition. We also believe that we will need to
continue to increase our research and development expenditures and our sales and
marketing expenses in the foreseeable future which would be financed by our cash
flows from operations.

We have developed the initial version of our electronic trading system, OPEX and
announced its launch in July 2006. We had temporarily discontinued such efforts
in 2003 and resumed them in late 2004. We anticipate that we will continue to
invest in research and development during 2006 to at least comparable levels of
expenditures we incurred during 2005, which was approximately $500,000. We
believe that the marketing costs associated with the initial launch will be at
least $100,000.

We believe that a majority of our futures and OTC related revenues will continue
to be generated through voice-brokerage for the foreseeable future. We expect
that revenues generated through OPEX will constitute a small but growing portion
of our revenues for the foreseeable future.

We expect that our cost of revenues will increase in the foreseeable future as a
result of the 50-month employment contract we entered with our Chief Executive
Officer, Kevin Cassidy, which provides fixed and variable compensation exceeding
the amounts we paid him as a consultant. For example, Kevin Cassidy's fixed
compensation will gradually increase from the $215,000 we paid him as a
consultant to $350,000 by 2009. Additionally, Kevin Cassidy's employment
agreement provides that beginning with the first month of the quarter in which
the amount payable to Kevin Cassidy is fully paid, he will be paid additional
cash compensation amounting to 5% of our gross revenues and stock compensation
amounting to 2% of our gross revenues. Furthermore, we will issue options to
Kevin Cassidy equal to 20% of the number of shares of common stock issuable
under warrants which become exercisable pursuant to any Order Flow Agreements
(Order Flow Agreements are the agreements under which we issue warrants to a
firm based on the volume of orders the firm placed with us). Finally, we will
issue to Kevin Cassidy 5,000 options each time a firm registers with and
executes its first 10,000 lots on our OPEX platform. The total number of such
options will be limited to 2,500,000.

                                       18

<PAGE>

This discussion and analysis of our financial condition should be read in
connection with our financial statements and accompanying notes thereto for the
fiscal year ended December 31, 2005, including without limitation the
information set forth under the heading "Critical Accounting Policies and
Estimates".

This discussion and analysis of our financial condition should be read in
connection with our financial statements and accompanying notes thereto in our
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005,
including without limitation the information set forth under the heading
"Critical Accounting Policies and Estimates".

RESULTS OF OPERATIONS

                              Results of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                           For the nine-month period ended      Increase/        Increase/
                                                                   September 30,               (Decrease)       (Decrease)
                                                         ---------------------------------      in $ 2006        in % 2006
                                                             2006               2005             vs 2005          vs 2005
                                                         --------------    ---------------    --------------    ------------

<S>                                                        <C>                <C>               <C>                  <C>
Brokerage fees                                             $ 5,354,724        $ 2,198,690       $ 3,156,034          143.5%
Brokerage fees-related party                                 2,243,301          1,409,417           833,884           59.2%
Incentives                                                   1,639,602            529,151         1,110,451          209.9%
                                                         --------------    ---------------    --------------    ------------
Net revenues                                                 9,237,627          4,137,258         5,100,369          123.3%

Cost of revenues                                             3,215,843          1,387,402         1,828,441          131.8%
Cost of revenues-related party                                 633,022            644,338           (11,316)          -1.8%
                                                         --------------    ---------------    --------------    ------------
                                                             3,848,865          2,031,740         1,817,125           89.4%

Gross profit                                                 5,388,762          2,105,518         3,283,244          155.9%

Operating expenses:
  Selling, general and administrative                          758,816            527,346           231,470           43.9%
  Research and development                                     273,567            372,504           (98,937)         -26.6%
                                                         --------------    ---------------    --------------    ------------
     Total operating expenses                                1,032,383            899,850           132,533           14.7%

     Operating income                                        4,356,379          1,205,668         3,150,711          261.3%

  Other income (expense):
  Interest income                                               53,336             12,961            40,375          311.5%
  Interest expense-related parties                            (701,134)          (221,834)          479,300          216.1%
                                                         --------------    ---------------    --------------    ------------
                                                              (647,798)          (208,873)          438,925          NM

Net income before income tax                                 3,708,581            996,795         2,711,786          272.1%

Income tax                                                     (24,052)                 -            24,052          NM
                                                         --------------    ---------------    --------------    ------------

Net income                                                 $ 3,684,529          $ 996,795       $ 2,687,734          269.6%
                                                         ==============    ===============    ==============    ============
</TABLE>

NM:  Not meaningful

Revenues consist primarily of fees earned from natural gas derivatives
transactions and related incentives arrangements. The increase in brokerage fees
during the nine-month period ended September 30, 2006 when compared to the prior
year period is primarily due to an increase in the brokerage fees resulting from
increased volume of transactions of natural gas derivatives traded on the OTC
market on behalf of existing clients. The increase in brokerage fees-related
party during the nine-month period ended September 30, 2006 when compared to the
prior year period is primarily due to an increase in fees resulting from
increased volume of transactions of natural gas derivatives traded on the
futures market on behalf of existing clients. The increase in incentives earned
pursuant to agreements with two exchanges was due to a higher volume of OTC
transactions handled by us on such exchanges.

Cost of revenues

Cost of revenues consists primarily of compensation of personnel directly
associated with handling the natural gas derivative transactions on behalf of
our clients as well as expenses associated with our floor brokerage operations.
The increase in cost of revenues during the nine-month period ended September
30, 2006 when compared to the prior year period is primarily attributable to
increased commissions paid to our brokers resulting from higher brokerage fees
we earned as well as new incentive compensation to our Chief Executive Officer
effective April 1, 2006. No such incentive compensation was effective during the
nine-month period ended September 30, 2005.

Selling, general, and administrative expenses

Selling, general, and administrative expenses consists primarily of compensation
of personnel supporting our operations as well as professional fees, such as
legal fees, incurred to handle certain matters which occur during the course of
operations. The increase in selling, general, and administrative expenses during
the nine-month period ended September 30, 2006 when compared to the prior year
period is primarily due to increased salaries and related benefits associated
with hiring more administrative personnel to support the growth of our
operations as well as increased investor relations costs.

                                       19

<PAGE>

Research and development

Research and development expenses consist primarily of compensation of personnel
and consultants associated with the development and testing of our automated
electronic trading system. The decrease in research and development expenses
during the nine-month period ended September 30, 2006 when compared to the prior
year period is primarily due to using an offshore testing company which provides
their services at much lower rates than the firm we were using during 2005.

Interest income

Interest income consists primarily of interest earned on interest-bearing cash
and cash equivalents. The increase in interest income during the nine-month
period ended September 30, 2006 when compared to the prior year period is
primarily due to an increase in our cash and cash equivalents' balances.

Interest expense to related parties

Interest expense to related parties consists of interest charges associated with
amounts due to related parties, Mark Nordlicht, our Chairman, Kevin Cassidy, our
Chief Executive Officer, and Edward O'Connor, our President. The increase in
interest expense to related parties during the nine-month period ended September
30, 2006 when compared to the prior year period is primarily due to the
accelerated amortization of debt discount associated with the amount due to
Kevin Cassidy. We have accelerated the amortization discount on this debt since
we are reimbursing the debt at a faster rate than initially contemplated.

Income tax

Income tax expense consists of non-refundable state alternative income tax. The
increase in income tax during the nine-month period ended September 30, 2006 is
primarily due to generating substantially more taxable income for state
alternative income tax purposes than during the nine-month period ended
September 30, 2005.

LIQUIDITY AND CAPITAL RESOURCES

Historically, we have funded our operations primarily from proceeds of notes
payable to Mark Nordlicht, our Chairman and one of our principal stockholders,
through a private placement of our common stock, and, more recently, from cash
generated from operating activities.

During the nine-month period ended September 30, 2006, we generated cash from
operating activities of approximately $3.8 million, primarily resulting from:

o    net income of approximately  $3.7 million,  adjusted for non-cash  interest
     expense of approximately  $701,000 and fair value of warrants,  options and
     shares issued during the period aggregating approximately $225,000; and

o    an increase in accounts receivable , incentive receivable, due from related
     party, and accrued  compensation of approximately  $1.2 million,  $597,000,
     $316,000,  and $1.2 million,  respectively,  resulting  from an increase in
     related revenues and corresponding expenses.

                                       20

<PAGE>

We used our cash generated from operating activities to make principal
repayments of approximately $559,000, $200,000 and $400,000 on amounts due to
Kevin Cassidy, our Chief Executive Officer, Edward O'Connor, our President and
former Chief Executive Officer, and Mark Nordlicht, our Chairman of the Board,
respectively.

During the nine-month period ended September 30, 2005, we generated cash flows
from operations of approximately $680,000, primarily resulting from:

o    Our net  income of  approximately  $1.0  million,  adjusted  by a  non-cash
     interest expense of approximately $221,000;

o    an  increase  in  accounts  receivable  ,  other  receivable,  and  accrued
     compensation   of   approximately   $360,000,   $150,000,   and   $150,000,
     respectively.  The increase in accounts receivable and accrued compensation
     is  primarily  due to an increase  in related  revenues  and  corresponding
     expenses.  The increase in other  receivable  is primarily  due to deposits
     aggregating  $150,000 we made  during  that  period to  maintain  our floor
     operations.


We believe that the employment arrangement with our new Chief Executive Officer,
Kevin Cassidy, may decrease our cash flows from operating activities if our
revenues decrease or if we are unable to increase our revenues in an amount
sufficient to cover the additional cash compensation we will pay to Kevin
Cassidy. Kevin Cassidy's fixed compensation will gradually increase from the
$215,000 we paid him as a consultant to $350,000 by 2009. Additionally, Kevin
Cassidy's compensation agreement provides that beginning with the first month of
the quarter in which the amount payable to Kevin Cassidy is fully paid, he will
be paid incremental cash compensation amounting to 5% of our gross revenues.
Effective April 1, 2006, we are incurring such incremental cash compensation,
which amounted to approximately $350,000 during the nine-month period ended
September 30, 2006.

We believe that we will relocate our office facilities to a property located in
the New York metropolitan area at the beginning of 2007. We contemplate that the
new facilities will be slightly larger than those we presently occupy. We
believe that the lease payments will not be significantly higher than those we
currently pay. While we may incur additional capital expenditures to improve the
new facilities, such improvement costs will not be significant to our financial
position. We believe that we may purchase additional equipment to meet our needs
but that we will incur such additional equipment purchases if the brokerage fees
generated from OPEX justify them.

On May 30, 2006, our Board of Directors authorized us to repurchase such number
of shares of our common stock that have an aggregate purchase price not in
excess of $200,000 at the rate of up to $50,000 worth of common stock each
quarter. The Company repurchased 4,800 shares at a cost aggregating $2,506
during the three- and nine-month periods ended September 30, 2006.

We believe that our cash available and estimated cash flows from operations in
2006 will be sufficient to meet our obligations when they become due.

                                       21

<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of significant accounting policies is included in Note 3 of the
audited financial statements included in our Annual Report on Form 10-KSB for
the year ended December 31, 2005. There have been no changes in our critical
accounting policies since the date of such audited financial statements.
Management believes that the application of these policies on a consistent basis
enables us to provide useful and reliable financial information about our
operating results and financial condition. Our financial statements and
accompanying notes are prepared in accordance with U.S. GAAP. Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by management's application of accounting
policies. Critical accounting policies for us include revenue recognition.


REVENUE RECOGNITION

Revenue is  recognized  when  earned.  Our revenue  recognition  policies are in
compliance  with the SEC's Staff  Accounting  Bulletin  ("SAB") No. 104 "Revenue
Recognition".  The application of SAB No. 104 requires us to apply our judgment,
including whether our clients receive services over a period of time.

We generally invoice our clients monthly, for all transactions which have been
executed during such month. Revenues are recognized on the day of trade-trade
date basis. Our revenues derive from a certain predetermined fixed fee of the
transactions we execute on behalf of our clients. The fee is based on the volume
of financial instruments traded. We base our fees on oral and written contracts
and confirm the fees in writing upon the execution of each transaction.

We also receive incentives from the New York Mercantile Exchange and
Intercontinental Exchange, Inc. for the volume of OTC transactions we submit to
their clearing platforms on behalf of our clients. The incentives are based on a
percentage of the total revenues received by the exchange attributable to our
volume of transactions submitted to the respective exchanges. We also apply our
judgment when making estimates monthly of such incentives based on the volumes
of transactions submitted to the respective exchanges and the exchanges'
published revenues by type of transaction.

We, pursuant to SAB 104, realize the incentive revenues realized or realizable
when all of the following criteria are met:

1) Persuasive evidence of an arrangement exists. We have a written separate
agreement with one of the exchanges. The other exchange has publicly published
the initial terms of its incentive program in 2003 which it modified in 2005 and
is offered to all intermediaries in the select transactions;

2) Delivery has occurred or services have been rendered. Under arrangements with
both exchanges, the incentives are earned on the day we submit transactions to
the respective exchanges based on the revenues generated from such transactions
and are no longer subject to minimum volume of transactions to the respective
exchanges. We account for all transactions submitted to each exchange on a daily
basis. Accordingly, we are able to determine when the incentives are earned
based on the date we submit transactions to the exchanges. We have no other
obligations to the exchanges to earn the incentives;

                                       22

<PAGE>

3) "Seller's" price to the buyer is fixed or determinable. Based on the
incentive program terms of each exchange, their published prices for the type of
transactions we submit to them, and our transactions records, we are able to
determine an estimate for the revenues each exchange earns in connection with
the transactions it submits, and accordingly, the amount, if any of the
incentives we earn in connection with such transactions; and

4) Collectibility is reasonably assured. Both exchanges have paid us timely
during 2005 for incentives earned in the prior quarter. We have no knowledge
that they do not intend to pay these incentives, if earned, in the future.
Furthermore, we intend to enforce the payment of any incentives receivable under
the incentive programs.

ITEM 3. CONTROLS AND PROCEDURES
Our chief executive officer and our chief financial officer (the "Certifying
Officers") are responsible for establishing and maintaining disclosure controls
and procedures for our Company. Such officers have concluded (based upon their
evaluations of these controls and procedures as of the end of the period covered
by this report) that our disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in this report is
recorded, processed, summarized, and reported in a timely manner.

The Certifying Officers have also indicated that there were no significant
changes in our internal controls over financial reporting that occured during
the period covered by this report that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

Our management, including the Certifying Officers, does not expect that our
disclosure controls or our internal controls will prevent all error and all
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. In addition, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within a company have been
detected. These inherent limitations 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 the control. The design of any systems of controls is also based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Because of these inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.

                                       23

<PAGE>

                           PART II - OTHER INFORMATION
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     (a)  During September 2006, we issued 150,899 shares of our common stock to
          Kevin Cassidy,  our Chief Executive Officer. The shares were valued at
          $90,539  based on the traded  quoted  price of our common stock at the
          date of issuance.  These shares were issued  pursuant to the exemption
          from  registration  provided by Section 4(2) of the  Securities Act of
          1933, as amended.

     (c)  The following table provides certain  information for all purchases of
          equity  securities  made by us and  affiliated  purchasers  during the
          quarter ended September 30, 2006:
<TABLE>
<CAPTION>

----------------------- ------------------ --------------------- ------------------- ------------------------------
                                                                 (c)Total Number
                                                                 of Shares
                            (a)Total                             Purchased as Part   (d) Maximum Dollar Value of
                            Number         (b)      Average      of Publicly         Shares that May Yet Be
                            Of Shares               Price        Announced Plans     Purchased Under the Plans or
Period                      Purchased           Paid per Share   or Programs         Programs
----------------------- ------------------ --------------------- ------------------- ------------------------------
July 1 through July
<C> <C>                         <C>                 <C>                 <C>                    <C>
31, 2006                       -0-                 -0-                 -0-                     $200,000
----------------------- ------------------ --------------------- ------------------- ------------------------------
August 1 through
August 31, 2006               4,800               $0.52                4,800                   $197,494
----------------------- ------------------ --------------------- ------------------- ------------------------------
September 1 through
September 30, 2006             -0-                 -0-                  -0-                    $197,494
----------------------- ------------------ --------------------- ------------------- ------------------------------
Total                         4,800               $0.52                4,800                   $197,494
----------------------- ------------------ --------------------- ------------------- ------------------------------
</TABLE>

On May 30, 2006, our Board of Directors authorized us to repurchase such number
of shares of our common stock that have an aggregate purchase price not in
excess of $200,000 at the rate of up to $50,000 worth of common stock each
quarter.

                                       24

<PAGE>

ITEM 6. EXHIBITS

(a)      Exhibits

Exhibit 31.1  Certification  of the Chief Executive  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act of 2002

Exhibit 31. 2 Certification  of the Chief Financial  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1  Certification  of the Chief Executive  Officer  pursuant to U.S.C.
     Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act
     of 2002

Exhibit 32.2  Certification  of the Chief Financial  Officer  pursuant to U.S.C.
     Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act
     of 2002
















                                       25

<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized on the 25th day of October, 2006.

                                                 OPTIONABLE, INC.

                                                 By: /s/   Kevin Cassidy
                                                    --------------------
                                                 Name:  Kevin Cassidy
                                                 Title:  Chief Executive Officer



                                                 By: /s/   Marc-Andre Boisseau
                                                    --------------------------
                                                 Name:  Marc-Andre Boisseau
                                                 Title:  Chief Financial Officer