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 March 31, 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 May 5, 2006 was 51,406,531.

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 March 31, 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.



























<PAGE>

                                OPTIONABLE, INC.
                                  BALANCE SHEET
                                 March 31, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     ASSETS
Current Assets:
<S>                                                                                                        <C>
Cash                                                                                                       $      1,989,520
Accounts receivable, net of provision for doubtful accounts of $70,189                                              618,431
Due from related party                                                                                              331,380
Incentives receivable                                                                                               242,602
                                                                                                          ------------------
     Total current assets                                                                                         3,181,933

  Property and equipment, net of accumulated depreciation of $432,512                                                37,571
  Other receivable                                                                                                  150,000
  Other assets                                                                                                       23,296
                                                                                                          ------------------
     Total assets                                                                                               $ 3,392,800
                                                                                                          ==================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued expenses                                                                    $         62,590
  Accrued compensation                                                                                              416,007
                                                                                                          ------------------
    Total current liabilities                                                                                       478,597

Due to chairman of the board, net of unamortized discount of $3,458,934                                           1,785,576
Due to executive officer, net of unamortized discount of $469,169                                                   139,528
Due to chief executive officer, net of unamortized discount of $258,697                                                   -
                                                                                                          ------------------
     Total liabilities                                                                                            2,403,701

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,
    51,406,431 issued and outstanding                                                                                 5,141
  Additional paid-in capital                                                                                      7,947,556
  Accumulated deficit                                                                                            (6,963,598)
                                                                                                          ------------------
     Total stockholders' equity                                                                                     989,099
                                                                                                          ------------------
     Total liabilities and stockholders' equity                                                                 $ 3,392,800

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





                  See Notes to Unaudited Financial Statements.
                                       F-1

<PAGE>

                                OPTIONABLE, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                               For the three-month period ended
                                                               March 31,
                                                           -----------------------------------------
                                                                  2006                  2005
                                                           -------------------   -------------------
                                                              (Unaudited)           (Unaudited)

<S>                                                         <C>                   <C>
Brokerage fees                                              $       1,328,223     $         578,888
Brokerage fees-related party                                          597,014               386,755
Incentives                                                            308,759               193,159
                                                           -------------------   -------------------
Net revenues                                                        2,233,996             1,158,802

Cost of revenues                                                      631,047               414,544
Cost of revenues-related party                                        216,721               192,228
                                                           -------------------   -------------------
                                                                      847,768               606,772

Gross profit                                                        1,386,228               552,030

Operating expenses:
  Selling, general and administrative                                 209,492               218,609
  Share-based payment                                                   1,085                     -
  Research and development                                             68,630               127,022
                                                           -------------------   -------------------
     Total operating expenses                                         279,207               345,631
                                                           -------------------   -------------------
     Operating income                                               1,107,021               206,399
                                                           -------------------   -------------------
Other income (expense):
Interest income                                                         9,222                 2,611
Interest expense to related parties                                  (291,334)              (71,722)
                                                           -------------------   -------------------
                                                                     (282,112)              (69,111)
                                                           -------------------   -------------------
Net income                                                  $         824,909     $         137,288
                                                           ===================   ===================

Basic earnings per common share                                        $ 0.02                $ 0.00
                                                           ===================   ===================

Diluted earnings per common share                                      $ 0.02                $ 0.00
                                                           ===================   ===================

Basic weighted average common
shares outstanding                                                 51,406,431            51,406,431
                                                           ===================   ===================

Diluted weighted average common shares outstanding                 52,609,414            51,406,431
                                                           ===================   ===================
</TABLE>

                  See Notes to Unaudited Financial Statements.

                                       F-2

<PAGE>

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

                                                                For the three-month period ended
                                                                   March 31,
                                                                ---------------------------------
                                                                     2006              2005
                                                                ----------------  ---------------
                                                                  (Unaudited)      (Unaudited)

Cash flows from operating activities:
<S>                                                                   <C>              <C>
Net income                                                            $ 824,909        $ 137,288
Adjustments to reconcile net income to net cash provided by (used in)
 operating activities:
  Depreciation                                                            6,816            6,938
  Amortization of debt discount                                         291,334           71,722
  Provision for doubtful accounts                                         2,769          (56,352)
  Fair value of share-based payment                                       1,085                -
Changes in operating assets and liabilities:
  Accounts receivable                                                  (268,868)         (96,047)
  Due from related party                                                (27,808)        (107,782)
  Incentives receivable                                                 (87,819)        (155,947)
  Other assets                                                           25,793           (4,103)
  Accounts payable and accrued expenses                                 (42,394)          (4,871)
  Accrued compensation                                                   55,452          114,086
                                                                ----------------  ---------------
Net cash provided by (used in) operating activities                     781,269          (95,068)
                                                                ----------------  ---------------
Cash flows used in investing activity:
  Purchases of property and equipment                                    (3,202)          (2,306)
                                                                ----------------  ---------------
Net cash used in investing activity                                      (3,202)          (2,306)
                                                                ----------------  ---------------
Cash flows from financing activities:

  Principal repayments of due to chief executive officer               (300,000)               -
  Principal repayments of due to executive officer                     (100,000)               -
  Principal repayment of due to chairman of the board                  (200,000)               -
                                                                ----------------  ---------------
Net cash used in financing activities                                  (600,000)               -
                                                                ----------------  ---------------
 Net increase (decrease) in cash                                        178,067          (97,374)

Cash, beginning of peiord                                             1,811,453          907,126
                                                                ----------------  ---------------
Cash, end of period                                                 $ 1,989,520        $ 809,752
                                                                ================  ===============

Supplemental disclosures of cash flow information:
     Cash paid for taxes                                                    $ -              $ -
                                                                ================  ===============
     Cash paid for interest                                                 $ -              $ -
                                                                ================  ===============
</TABLE>


                  See Notes to Unaudited Financial Statements.

                                       F3

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 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 is in the
process of developing an automated electronic trading system.

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 three months ended March 31, 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 2005,  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.  One of the Company's  customers accounted
for 17% of its accounts receivable, net of doubtful accounts, at March 31, 2006.
No other  customers  accounted  for more than 10% of its accounts  receivable at
March 31, 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.

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.

                                       1

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued

Customer Concentration

One  of the  Company's  customers  accounted  for  approximately  10%  and  13%,
respectively of its revenues during the three-month periods ended March 31, 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,  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  related  party
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 March 31, 2006.

                                       2

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 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
of the deferred tax asset 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 791,000 and 780,250 at March
31, 2006 and 2005, respectively.  The outstanding warrants amounted to 1,750,000
and 1,000,000 at March 31, 2006 and 2005, respectively.  The outstanding options
and  warrants  at  December  31,  2004 are  excluded  from  the  loss per  share
computation for the respective periods due to their antidilutive effect.




                                       3

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 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:

                                                        2006             2005
                                                        ----             ----
Numerator:
Net income                                            $824,909         $137,288

Denominator:
Denominator for basic earnings per share-
Weighted average shares outstanding                 51,406,431       51,406,431
Effect of dilutive employee stock options              168,200                0
Effect of dilutive warrants                          1,034,783                0
Denominator for diluted earnings per share-
Weighted average shares outstanding                 52,609,414       51,406,431

Basic earnings per share                                 $0.02            $0.00
Diluted earnings per share                               $0.02            $0.00
Anti-dilutive weighted-average shares                     0           1,780,250

                                       4

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 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 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







                                       5

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 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 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. As such,  compensation cost is measured
on the date of grant as the excess of the current market price of the underlying

                                       6

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued

stock over the exercise price. 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 Financial  Accounting  Standard Board ("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
will have a material effect on our financial position,  results of operations or
cash flows.

In June 2005,  the Emerging  Issues Task Force ("EITF")  issued EITF 05-2,  "The
Meaning of Conventional  Convertible  Debt Instrument in Issue No. 00-19".  EITF
05-2 retained the definition of a conventional  convertible  debt  instrument as
set forth in EITF 00-19, and which is used in determining  certain exemptions to
the accounting  treatments prescribed under SFAS 133, "Accounting for Derivative
Instruments  and Hedging  Activities".  EITF 05-2 also  clarified  that  certain
contingencies  related  to the  exercise  of a  conversion  option  would not be
outside  the  definition  of  "conventional"  and  determined  that  convertible
preferred stock with a mandatory  redemption date would also qualify for similar
exemptions if the economic  characteristics of the preferred stock are more akin
to debt than equity. EITF 05-2 is effective for new instruments entered into and
instruments modified in periods beginning after June 29, 2005. We do not believe
adoption of EITF 05-02 will have a material  effect on our  financial  position,
results of operations or cash flows.


                                       7

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 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 June 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.


Note 3-Due from Related Party

In April 2004, under the Master Services  Agreement,  dated April 12, 2005, with
Capital  Energy  Services  LLC,  the  Company  agreed to pay  certain  fixed and
variable fees and support services to a 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  $597,000 and $387,000,  during the three-month period ended March
31, 2006 and 2005,  respectively.  The Company's  share of expenses of the floor
brokerage  services  amounted to approximately  $216,000 and $192,000 during the
three-month period ended March 31, 2006 and 2005, respectively.  The Company has
received  approximately  $352,000 from the related party in connection with such
floor brokerage  services during the three-month period ended March 31, 2006 and
the related party owed approximately $331,000 at March 31, 2005.

                                       8

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 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.

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 March  31,  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:                                 $5,244,510
Discount, using initial implied rate of 12%:                         (3,458,934)
                                                                     -----------
                                                                     $1,785,576
                                                                     ===========

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:                                                $608,697
Discount, using initial implied rate of 12%:                           (469,169)
                                                                       ---------
                                                                       $139,528
                                                                       =========

                                       9

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (Unaudited)

Note 5-Due to Related Parties-continued

Due to Chief 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 Chief 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:                                                $258,697
Discount, using initial implied rate of 12%:                           (258,697)
                                                                       ---------
                                                                       $      -
                                                                       =========


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,  the due to its  Chief
Executive  Officer,  and the due to related party 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  amortization  of the  discount  on the due to related  parties  amounted to
approximately $291,000 and $72,000 during the three-month period ended March 31,
2006 and 2005, respectively.

During January 2006, the Company made principal repayments amounting to $600,000
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  $4,000 and $4,000  during the  three-month  period ended
March 31, 2006 and 2005, respectively, for such services. The related party owes
the Company approximately $4,000 at March 31, 2006.

                                       10

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (Unaudited)

Note 6-Other Related Party Transactions

The Company has recognized  revenues of approximately  $4,000 and $37,000 during
the three-month periods ended March 31, 2006 and 2005, respectively,  from three
related  parties,  entities  in  which  its  Chairman  of the  Board is also the
managing director.  Such related parties owe the Company approximately $4,000 as
of March 31, 2006.

Note 7- Stockholders' Equity

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 791,000 options
outstanding  at March 31,  2006.The  outstanding  options are  exercisable  at a
weighted average price per share of $0.21 per share. No options were granted for
the three-month  period ended March 31, 2006. The options  outstanding vest over
periods ranging between 18 months and three years. During the three-month period
ended March 31, 2006, we recorded a  share-based  payment  expense  amounting to
approximately  $1,000. 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
assupmtions :

Exercise price :                    $0.20-$0.30
Market price at date of grant :     $0.20-$0.30
Volatiltity :                           none
Expected dividend rate :                 0%
Rsik-free interest rate :           2.78%-4.37%

If any options granted under the 2004 Plan expires or terminates  without having
been exercised or ceased 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 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

                                       11

<PAGE>

                                OPTIONABLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2006 and 2005
                                   (Unaudited)

Note 7- Stockholders' Equity

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 400,000  warrants  beginning June 30, 2006, and every
six months  thereafter,  upon reaching certain trading  milestones by two of the
Company's  customers.   The  Company  will  recognize  the  fair  value  of  the
exercisable warrants when performance has occurred. No value has been attributed
to the warrants at March 31, 2006. Accordingly,  no expense has been recorded in
connection  with the issuance of the warrants for the  three-month  period ended
March 31, 2006.
































                                       12

<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.  During 2004 and 2005,  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 in the  foreseeable  future which would be financed by
our cash flows from operations.

We are  developing  our  electronic  trading  system,  OPEX. We had  temporarily
discontinued  such  efforts  in 2003  and  resumed  them in late  2004.  We have
substantially  completed the development of the initial version of OPEX. We will
actively  market  its use once we  finalize  its  integration  with the New York
Mercantile  Exchange's ("NYMEX") ClearPort,  enable its electronic  confirmation
and  billing  system,  and  ensure  that all  transactions  entered  in OPEX are
properly  processed.  We believe this will occur in the second half of 2006.  We
anticipate that we will continue to invest in research  development  during 2006
to at least  comparable  level of expenditures we incurred during 2005, which is
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. Once OPEX is
commercially  launched,  we expect that  revenues  generated  through  OPEX will
constitute a small but growing portion of our revenues.

We expect that our cost of revenues will increase in the foreseeable future as a
result of the new 50-month  employment  contract we entered  with 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.

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".

                                       13

<PAGE>

RESULTS OF OPERATIONS

                              Results of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                Increase/        Increase/
                                                          For the three-month period ended     (Decrease)       (Decrease)
                                                          March 31,                             in $ 2006        in % 2006
                                                         ---------------------------------
                                                              2006              2005             vs 2005          vs 2005
                                                         --------------    ---------------    --------------    ------------
<S>                                                       <C>               <C>                <C>                   <C>
Brokerage fees                                            $  1,328,223      $     578,888      $    749,335          129.4%
Brokerage fees-related party                                   597,014            386,755           210,259           54.4%
Incentives                                                     308,759            193,159           115,600           59.8%
                                                         --------------    ---------------    --------------    ------------
Net revenues                                                 2,233,996          1,158,802         1,075,194           92.8%

Cost of revenues                                               631,047            414,544           216,503           52.2%
Cost of revenues-related party                                 216,721            192,228            24,493           12.7%
                                                         --------------    ---------------    --------------    ------------
                                                               847,768            606,772           240,996           39.7%

Gross profit                                                 1,386,228            552,030           834,198          151.1%

Operating expenses:
  Selling, general and administrative                          209,492            218,609            (9,117)          -4.2%
  Share-based payment                                            1,085                  -             1,085            NM
  Research and development                                      68,630            127,022           (58,392)         -46.0%
                                                         --------------    ---------------    --------------    ------------
     Total operating expenses                                  279,207            345,631           (66,424)         -19.2%

     Operating income                                        1,107,021            206,399           900,622          436.3%

  Other income (expense):
  Interest income                                                9,222              2,611             6,611          253.2%
  Interest expense-related parties                            (291,334)           (71,722)          219,612          306.2%
                                                         --------------    ---------------    --------------    ------------
                                                              (282,112)           (69,111)          213,001            NM

Net income                                                   $ 824,909          $ 137,288         $ 687,621          500.9%
                                                         ==============    ===============    ==============    ============

</TABLE>

NM:  Not meaningful

                                       14

<PAGE>

Revenues  consist   primarily  of  fees  earned  from  natural  gas  derivatives
transactions and related incentives arrangements. The increase in brokerage fees
during the  three-month  period ended March 31, 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  three-month  period ended March 31, 2005 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
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 and cost of  revenues-related  party during the
three-month  period ended March 31, 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.

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  selling,  general,  and  administrative  expenses has remained
consistent  during the three-month  period ended March 31, 2006 when compared to
the prior year period.




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  three-month  period ended March 31, 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 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  three-month  period ended March
31,  2006  when  compared  to the prior  year  period  is  primarily  due to the
acclerated 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 initialy contemplated.

                                       15

<PAGE>

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  three-month  period  ended  March 31,  2006,  we  generated  cash of
approximately $780,000 from operating activities, primarily resulting from:
o    net  income of  approximately  $824,000,  adjusted  for  non-cash  interest
     expense of approximately $291,000; and
o    an increase in accounts  receivable of  approximately  $269,000,  resulting
     from an increase in related revenues.

We  used  our  cash  generated  from  operating  activities  to  make  principal
repayments of  approximately  $300,000,  $100,000 and $200,000 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  three-month  period  ended March 31,  2005,  we used cash flows from
operations  of  approximately  $95,000 in our  operating  activities,  primarily
resulting from:
o    Our net income of approximately  $137,000,  adjusted by a non-cash interest
     expense of approximately $72,000;
o    an increase in accounts receivable of approximately $96,000, resulting from
     an increase in related revenues;
o    an increase in due from related party of approximately $108,000,  resulting
     from an increase in related revenues;
o    an increase in incentives receivable of approximately  $156,000,  resulting
     from an increase in related revenues; and
o    an increase in accrued  compensation of approximately  $114,000,  resulting
     from an increase in commissions related to higher revenues.


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.


We believe that our office  facilities  and equipment will be sufficient to meet
our  needs for the  foreseeable  future.  Accordingly,  we  anticipate  that our
capital expenditures over the next twelve months will not be significant.

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.

                                       16

<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  Securities  and  Exchange  Commission'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  NYMEX and  Intercontinental  Exchange,  Inc.
("ICE") 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;

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.

                                       17

<PAGE>

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.

                           PART II - OTHER INFORMATION

 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During February 2006, we issued 1,200,000  warrants to Pierpont Capital Corp., a
company of which our Chief Executive  Officer,  Kevin Cassidy,  is the principal
stockholder.  The  warrants  are  exercisable  at a price of $0.95 per share and
become  exercisable by traunches of 400,000 warrants effective June 30, 2006 and
every six months thereafter,  provided that certain  performance  milestones are
met.  The  warrants  expire in  February  2009.  The  issuance  was exempt  from
registration  pursuant to the exemption  from  registration  provided by Section
4(2) of the Securities Act of 1933, as amended.









                                       18

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

(a)      Exhibits

Exhibit 10.1   Form of Warrant Agreement for the Purchase of Common Stock
               of Optionable, Inc. Between Optionable, Inc. and Pierpont Capital
               Corp. dated February 23, 2006

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 32.1   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














                                       19

<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 5th day of May , 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
































                                       20