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, 2007
                                       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.)

                     465 Columbus Avenue, Valhalla, NY 10595
          ------------------------------------------------------------
              (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 April 20, 2007 was 52,263,403.

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, 2007 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.
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2007
                                   (Unaudited)

                                     ASSETS

Current Assets:
Cash and cash equivalents                                $           11,591,680
Accounts receivable, net of provision for
 doubtful accounts of $26,121                                         1,876,345
Accounts receivable from related parties                                104,831
Due from related party                                                  593,483
Incentives receivable                                                 1,803,987
Other current assets                                                     38,499
                                                        ------------------------
     Total current assets
                                                                     16,008,825

Property and equipment, net of accumulated
 depreciation of $487,457                                               250,318
Other assets                                                            169,900
Trading rights                                                        1,180,250
Intangible asset, net of accumulated
 amortization of $7,390                                               1,148,610
                                                        ------------------------

     Total assets                                        $           18,757,903
                                                        ========================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

 Accounts payable and accrued expenses                   $              311,095
 Accrued compensation                                                 3,103,015
 Income tax payable                                                   1,837,220
                                                        ------------------------

    Total current liabilities                                         5,251,330

Due to chairman of the board, net of
 unamortized discount of $3,184,636                                   1,859,874

Due to executive officer, net of unamortized
 discount of $431,965                                                    76,732
                                                        ------------------------
     Total liabilities
                                                                      7,187,936

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,52,218,203 issued and
  52,213,403 outstanding                                                  5,221
  Additional paid-in capital                                         10,046,522
  Treasury stock at cost, 4,800 shares                                   (2,506)
  Retained earnings                                                   1,520,730
                                                        ------------------------


     Total stockholders' equity                                      11,569,967
                                                        ------------------------

     Total liabilities and stockholders' equity          $           18,757,903
                                                        ========================

            See Notes to Unaudited Consolidated Financial Statements.

                                        3
<PAGE>

                                OPTIONABLE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                         For the three-month period ended
                                                     March 31,
                                      ----------------------------------------
                                            2007                  2006
                                      ------------------    ------------------
                                         (Unaudited)           (Unaudited)
Revenues:
Brokerage fees                            $   6,110,916         $   1,328,223
Brokerage fees-related parties                  901,465               597,014
Incentives                                    2,086,967               308,759
                                      ------------------    ------------------
Net revenues
                                              9,099,348             2,233,996

Cost of revenues                              2,974,609               631,047
Cost of revenues-related parties                 30,013               216,721
                                      ------------------    ------------------

                                              3,004,622               847,768

Gross profit                                  6,094,726             1,386,228
  Operating expenses:

  Selling, general and administrative           756,851               210,577
  Research and development                      224,005                68,630
                                      ------------------    ------------------

     Total operating expenses                   980,856               279,207
                                      ------------------    ------------------

     Operating income                         5,113,870             1,107,021
                                      ------------------    ------------------
Other income (expense):

Interest income                                  98,461                 9,222
Other income                                      5,100                  -
Interest expense to related parties             (81,396)             (291,334)
                                      ------------------    ------------------

                                                 22,165              (282,112)
                                      ------------------    ------------------

Income before income tax                      5,136,035               824,909
Income tax                                   (2,032,974)                 -
                                      ------------------    ------------------

Net income                                $   3,103,061          $    824,909
                                      ==================    ==================

Basic earnings per common share           $       0.06           $      0.02
                                      ==================    ==================

Diluted earnings per common share         $       0.06           $      0.02
                                      ==================    ==================
Basic weighted average common
 shares outstanding                          52,023,047            51,406,431
                                      ==================    ==================


Diluted weighted average common
 shares outstanding                          53,996,818            52,609,414
                                      ==================    ==================

            See Notes to Unaudited Consolidated Financial Statements.

                                        4

<PAGE>
                                OPTIONABLE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                            For the three-month period ended
                                                        March 31,
                                           ------------------------------------
                                                2007                2006
                                           ----------------    ----------------
                                             (Unaudited)         (Unaudited)
Cash flows from operating activities:
Net income                                   $   3,103,061        $    824,909
Adjustments to reconcile net income to
 net cash provided by operating activities:
  Depreciation                                      30,253               6,816
  Amortization of debt discount                     81,396             291,334
  Amortization of intangible asset                   7,390                   -
  Provision for doubtful accounts                   (3,572)              2,769
  Fair value of warrants and options               536,423               1,085
  Fair value of shares issued to chief
   executive officer                               181,987                   -
Changes in operating assets and
 liabilities:
  Accounts receivable                              228,032            (268,868)
  Accounts receivable-related parties               77,507                   -
  Due from related party                          (105,210)            (27,808)
  Incentives receivable                           (496,128)            (87,819)
  Other current assets                              25,663              25,793
  Accounts payable and accrued expenses            118,101             (42,394)
  Income tax payable                               382,974                   -
  Accrued compensation                           1,211,130              55,452
                                           ----------------    ----------------
Net cash provided by operating activities        5,379,007             781,269
                                           ----------------    ----------------
Cash flows used in investing activities:
  Acquisition of intangible asset                 (400,000)                  -
  Acquisition of trading rights                 (1,180,250)                  -
  Purchases of property and equipment             (223,070)             (3,202)
                                           ----------------    ----------------
Net cash used in investing activities           (1,803,320)             (3,202)
                                           ----------------    ----------------
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 repaymentS of due to chairman
   of the board                                      -                (200,000)
  Proceeds from exercise of options                 22,600                   -
  Proceeds from exercise of warrants                80,000                   -
                                           ----------------    ----------------
Net cash provided by (used in) financing
 activities                                        102,600            (600,000)
                                           ----------------    ----------------
 Net increase in cash                            3,678,287             178,067

Cash, beginning of period                        7,913,393           1,811,453
                                           ----------------    ----------------
Cash, end of period                          $  11,591,680       $   1,989,520
                                           ================    ================
Supplemental disclosures of cash flow
 information:
     Cash paid for taxes                     $   1,650,000          $        -
                                           ================    ================
     Cash paid for interest                  $           -          $        -
                                           ================    ================
Noncash investing and
 financing activities:
Fair value of warrants issued
 in connecetion with the acquisition
 of intangible asset                         $     756,000          $        -
                                           ================    ================

            See Notes to Unaudited Consolidated Financial Statements.

                                       5

<PAGE>

                        OPTIONABLE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (Unaudited)

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

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 offers its
services through traditional voice-brokerage, an automated electronic trading
platform, and on the floor of a US exchange.

The accompanying unaudited consolidated 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, 2007 are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 2007. The accompanying consolidated financial statements
present the results of operations of Opex International, Inc. and Hydra
Commodity Services, Inc. for the three-month period ended March 31, 2007. Both
subsidiaries were formed in New York in December 2006. All material
inter-company accounts and transactions between the Company and its subsidiaries
have been eliminated in consolidation.

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 three months ended March 31, 2007, 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,

                                       6

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            March 31, 2007 and 2006
                                  (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued

and hedge funds, located primarily in the United States. Collateral is generally
not required. Two of the Company's customers accounted for 27% and18% of its
accounts receivable net of doubtful accounts, respectively, at March 31, 2007.
No other customers accounted for more than 10% of its accounts receivable at
March 31, 2007.

The Company's incentives receivable are due from a United States exchange
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.
The Company has terminated its agreement with such affiliate on January 31,
2007.

Customer Concentration

One of the Company's customers accounted for approximately 30% and 10%,
respectively of its revenues during the three-month periods ended March 31, 2007
and 2006, respectively.

Product Concentration

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

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivables, accounts
receivable-related party, incentives receivable, due from related party,
accounts payable and accrued expenses, and accrued compensation 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

                                       7

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued
feasibility; accordingly, no software development costs have been capitalized at
March 31, 2007.

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 2,393,000 and 791,000 at
March 31, 2007 and 2006, respectively. The outstanding warrants amounted to
2,350,000 and 1,750,000 at March 31, 2007 and 2006, respectively.







                                       8

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued

The following sets forth the computation of basic and diluted earnings per share
for the three-month period ended March 31:

                                                2007                2006
                                                ----                ----
Numerator:
Net income                                    $3,103,061           $824,909
                                              ==========           ========
Denominator:
Denominator for basic earnings per share-
Weighted average shares outstanding           52,023,047         51,406,431
Effect of dilutive employee stock options        766,993            168,200
Effect of dilutive warrants                    1,206,778          1,034,783
                                              ----------         ----------
Denominator for diluted earnings per share-
Weighted average shares outstanding           53,996,821         52,609,414
                                              ==========         ==========


Basic earnings per share                         $0.06              $0.02
                                                 =====              =====
Diluted earnings per share                       $0.06              $0.02
                                                 =====              =====
Anti-dilutive weighted-average shares         1,590,000               -
                                              ==========         ==========














                                       9

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (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 CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (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.
Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever circumstances and
situations change such that there is an indication that the carrying amounts may
not be recovered. In such circumstances, the Company will estimate the future
cash flows expected to result from the use of the asset and its eventual
disposition. Future cash flows are the future cash inflows expected to be
generated by an asset less the future outflows expected to be necessary to
obtain those inflows. If the sum of the expected future cash flows (undiscounted
and without interest charges) is less than the carrying amount of the asset, the
Company will recognize an impairment loss to adjust to the fair value of the
asset. At March 31, 2007, the Company believes that there has been no impairment
of its long-lived assets.

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.

                                       11

<PAGE>
                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued

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.

                                       12

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (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 September 2006, 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.

In February 2007, FASB issued Statement No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities--Including an amendment of FASB
Statement No. 115". This Statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This Statement applies to
all entities, including not-for-profit organizations. Most of the provisions of
this Statement apply only to entities that elect the fair value option. However,
the amendment to FASB Statement No. 115, Accounting for Certain Investments in
Debt and Equity Securities, applies to all entities with available-for-sale and
trading securities. Some requirements apply differently to entities that do not
report net income. The following are eligible items for the measurement option
established by this Statement:
        o Recognized financial assets and financial liabilities except:
        o An investment in a subsidiary that the entity is required to
          consolidate
        o An interest in a variable interest entity that the entity is required
          to consolidate




                                       13

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (Unaudited)

Note 2- Summary of Significant Accounting Policies-Continued

     o    Employers'  and  plans'   obligations  (or  assets   representing  net
          overfunded  positions)  for  pension  benefits,  other  postretirement
          benefits   (including  health  care  and  life  insurance   benefits),
          postemployment  benefits,  employee  stock  option and stock  purchase
          plans,  and other  forms of  deferred  compensation  arrangements,  as
          defined in FASB Statements No. 35, Accounting and Reporting by Defined
          Benefit Pension Plans, No. 87, Employers' Accounting for Pensions, No.
          106,  Employers'  Accounting  for  Postretirement  Benefits Other Than
          Pensions, No. 112, Employers' Accounting for Postemployment  Benefits,
          No.  123  (revised  December  2004),   Share-Based  Payment,  No.  43,
          Accounting for  Compensated  Absences,  No. 146,  Accounting for Costs
          Associated with Exit or Disposal  Activities,  and No. 158, Employers'
          Accounting for Defined Benefit Pension and Other Postretirement Plans,
          and APB Opinion No. 12, Omnibus Opinion--1967
     o    Financial assets and financial liabilities  recognized under leases as
          defined  in  FASB  Statement  No.  13,  Accounting  for  Leases  (This
          exception  does  not  apply  to a  guarantee  of a  third-party  lease
          obligation or a contingent obligation arising from a cancelled lease.)
     o    Deposit  liabilities,  withdrawable on demand,  of banks,  savings and
          loan  associations,   credit  unions,  and  other  similar  depository
          institutions
     o    Financial instruments that are, in whole or in part, classified by the
          issuer as a component of shareholder's  equity  (including  "temporary
          equity").   An  example  is  a   convertible   debt  security  with  a
          noncontingent beneficial conversion feature.
     o    Firm  commitments  that would otherwise not be recognized at inception
          and that involve only financial  instruments o Nonfinancial  insurance
          contracts and warranties that the insurer can settle by paying a third
          party to provide those goods or services
     o    Host financial  instruments  resulting from  separation of an embedded
          nonfinancial   derivative   instrument  from  a  nonfinancial   hybrid
          instrument.

The fair value option established by this Statement permits all entities to
choose to measure eligible items at fair value at specified election dates. A
business entity shall report unrealized gains and losses on items for which the
fair value option has been elected in earnings (or another performance indicator
if the business entity does not report earnings) at each subsequent reporting
date. A not-for-profit organization shall report unrealized gains and losses in
its statement of activities or similar statement.
The fair value option:
     o    May be applied instrument by instrument,  with a few exceptions,  such
          as investments otherwise accounted for by the equity method
     o    Is irrevocable (unless a new election date occurs)
     o    Is  applied  only  to  entire  instruments  and  not  to  portions  of
          instruments.

This Statement is effective as of the beginning of an entity's first fiscal year
that begins after November 15, 2007. Early adoption is permitted as of the
beginning of a fiscal year that begins on or before November 15, 2007, provided
the entity also elects to apply the provisions of FASB Statement No. 157, Fair
Value Measurements. No entity is permitted to apply this Statement
retrospectively to fiscal years preceding the effective date unless the entity
chooses early adoption.

                                       14

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (Unaudited)


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 $901,000 and $597,000 during the three-month periods ended March
31, 2007 and 2006, respectively. The Company's share of expenses of the floor
brokerage services amounted to approximately $15,000 and $216,000 during the
three-month periods ended March 31, 2007 and 2006, respectively. The Company has
received approximately $915,000 from the related party in connection with such
floor brokerage services during the three-month period ended March 31, 2007 and
the related party owed approximately $593,000 at March 31, 2007. This agreement
was terminated on January 31, 2007. The floor brokerage services were assumed by
OPEX International, Inc., one of the Company's subsidiaries, effective February
1, 2007.

                                       15

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (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 it maintains its floor operations. The Company
assumed the cost of the lease in April 2006 and renewed in December 2006 through
June 2007. The lease provides for monthly payments of $5,000 through June 30,
2007. The amount paid pursuant to the lease amounted to $15,000 during the
three-month period ended March 31, 2007. The Company does not anticipate that it
will renew this agreement upon expiration.


Note 4-Trading rights

During March 2007, the Company has acquired two trading rights for approximately
$1.2 million, allowing it to operate on the floor of a United States Exchange.
The trading rights do not have a finite life.

Note 5- Intangible Asset

During March 2007, the Company acquired the customer list of HQ Trading, an
energy derivatives brokerage firm and assumed its continued operations. The
Company acquired such assets to expand its customer base and provide a critical
mass entry in the crude oil options market. The terms of the agreement are as
flows:

     o    $400,000  payable to the owners of HQ Trading upon  execution of final
          agreement;
     o    $400,000 payable to the owners of HQ Trading in September 2008;
     o    $400,000 payable to the owners of HQ Trading in March 2010;
     o    900,000  warrants with an exercise  price of $5 per share and expiring
          in March  2012,  of which  300,000  are  exercisable  immediately  and
          600,000  warrants  become  exercisable  in March 2008 if the continued
          operations of HQ Trading generate revenues  exceeding $1.2 million for
          the 12-month period following the final agreement.

The aggregate value assigned to the consideration amounts to $1,156,000 and is
as follows:

     1.   The cash consideration amounts to $400,000.
     2.   The fair value of the 300,000 warrants  exercisable at the date of the
          agreement amounts to $756,000, based on the Black Scholes Model, using
          the following  assumptions:  exercise price of $5, market value of $5,
          risk-free interest rate of 4.54,  expected volatility of 52%, expected
          dividend rate: 0%, term: 5 years

                                       16

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (Unaudited)

Note 5- Intangible Asset-continued

The fair value of the remaining 600,000 warrants and the 2 payments of $400,000
each payable in September 2008 and March 2010, which are substantially to
provide consideration for services, will be recognized as expense in the
appropriate periods over the next three years.

The fair value of the consideration was assigned to customer relationships and
is amortized over a period of three years. The Company recognized approximately
$7,000 as amortization expense during the three-month period ended March 31,
2007 which is included as selling, general and administrative expenses in the
accompanying consolidated statement of income.

Note 6-Due to Related Parties

The terms and amounts of due to related parties at March 31, 2007 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%:                 (3,184,636)
                                                             -----------
                                                             $1,859,874
                                                             ===========

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%:                 (431,965)
                                                             ---------
                                                             $ 76,732
                                                             =========







                                       17

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (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 fiscal 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 $81,000 and $291,000 during the three-month periods ended March
31, 2007 and 2006, respectively.

During the three-month period ended March 31,2006, the Company made principal
repayments amounting to approximately $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 periods ended
March 31, 2007 and 2006, respectively. The related party owed the Company
approximately $8,000 at March 31, 2007.

The Company has recognized revenues of approximately $173,000 and $4,000 during
the three-month periods ended March 31, 2007 and 2006, respectively, from two
related parties, entities in which its Chairman of the Board is also the
managing director. Such related parties owed the Company approximately $105,000
at March 31, 2007.










                                       18

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (Unaudited)

Note 7- Stockholders' Equity

During March 2007, the Company issued 30,689 shares of common stock to its Chief
Executive Officer. The shares were valued at approximately $182,000, 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.


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 2,393,000 options
outstanding at March 31, 2007. The outstanding options are exercisable at a
weighted average price per share of $4.04 per share. The Company granted
1,590,000 options during the three-month period ended March 31, 2007. The
options outstanding vest over periods of up to three years.

During the three-month periods March 31, 2007 and March 31, 2006, the Company
recorded a share-based payment expense amounting to approximately $30,000 and
$7,000, respectively in connection with all options outstanding at the
respective measurement dates.

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-$7.17
Market price at date of grant :     $0.20-$7.17
Volatility :                         none-57%
Expected dividend rate :            0%
Risk-free interest rate :           2.78%-4.81%

The weighted-average grant-date fair value of options granted during the
three-month period ended March 31, 2007 amounted to $2.46.

The total compensation cost related to nonvested awards not yet recognized
amounted to approximately $3.4 million at March 31, 2007 and the Company expects
that it will be recognized over the following weighted-average period of 36
months.



If any options  granted under the 2004 Plan expire or terminate  without  having
been exercised

                                       19

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            March 31, 2007 and 2006
                                  (Unaudited)

Note 7- Stockholders' Equity-continued

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 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.

The Company's policy is to issue shares pursuant to the exercise of stock
options from its available authorized but unissued shares of common stock. It
does not issue shares pursuant to the exercise of stock options from its
treasury shares.


Warrants

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 June 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 did not
recognize an expense during the three-month periods ended March 31, 2007 and
2006, 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 warrants is based on the Black Scholes Model using
the following assumptions:

Exercise price :                    $0.95
Market price at date of grant:      $0.95
Volatility:                          57%
Expected dividend rate:             0%
Risk-free interest rate:            5.13%

During March 2007, the Company issued warrants to the owners of HQ Trading, in
connection with the Company's purchase of the HQ Trading customer relationships.
The terms of the warrants are as follows:

                                       20

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (Unaudited)

Note 7- Stockholders' Equity-continued

     o    900,000  warrants with an exercise  price of $5 per share and expiring
          in March  2012,  of which  300,000  are  exercisable  immediately  and
          600,000  warrants  become  exercisable  in March 2008 if the continued
          operations of HQ Trading generate revenues  exceeding $1.2 million for
          the 12-month period following the final agreement.


The fair value of the warrants issued to the owners of HQ Trading amounts to
$2,268,000 of which $756,000 was assigned to an intangible asset, customer
relationships, and the remaining $1,512,000 will be expensed once the milestones
associated with the warrants are met. The fair value of such warrants are based
on the Black Scholes Model, using the following assumptions: exercise price of
$5, market value of $5, risk-free interest rate of 4.54, expected volatility of
52%, expected dividend rate: 0%, term: 5 years.


The total compensation cost related to nonvested awards not yet recognized
amounted to approximately $1.7 million at March 31, 2007 and the Company expects
that, assuming that the milestones associated with the warrants are met, it will
be recognized over the following weighted-average period of 11 months.

Note 8-Subsequent Event

On April 10, 2007, the Company and its Chairman of the Board, its Vice Chairman
and Chief Executive Officer, and its President, (the "Founding Stockholders")
and NYMEX Holdings, Inc. (the "Investor") entered into a definitive stock and
warrant purchase agreement (the "Stock and Warrant Purchase Agreement") and
consummated the transactions contemplated thereby.

Pursuant to the terms of the Stock and Warrant Purchase Agreement,  the Investor
purchased  10,758,886  shares of the  Company's  common  stock from the Founding
Stockholders (the "Purchased Shares") representing 19% of the outstanding shares
of Common Stock on a fully diluted basis (without  giving effect to the Warrant,
as defined and discussed below). Additionally, pursuant to the Stock and Warrant
Purchase  Agreement,  the Company issued to the Investor the Warrant, as defined
and described below, in consideration of the Investor's agreement (i) to develop
a marketing plan,  which plan will detail proposed  expenditures by the Investor
and joint activities; (ii) subject to regulatory requirements,  to provide space
for up to twenty of the Company's  brokers on the Investor's  trading floor; and
(iii) to host the Company's OPEX electronic  trade matching and brokerage system
("OPEX") in the Investor's data center and provide the Company with computer and
networking  hardware,  software,  bandwidth  and  ancillary  infrastructure  and
services reasonably necessary to interconnect OPEX with the Investor's ClearPort
market  gateway to trading  and  clearing  services.  Additionally,  the Company
agreed to  exclusively  clear all OTC  products  through  the  Investor's  NYMEX
ClearPort(R) clearing system for a period of ten years (provided that the

                                       21

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (Unaudited)

Note 8-Subsequent Event-continued

Investor continues to offer clearance for a particular product through the NYMEX
ClearPort(R) clearing system) in consideration for additional fees to be paid by
the Investor to the Company.

The warrant issued by the Company (the "Warrant") permits the Investor to
purchase a number of shares of Common Stock sufficient to increase the
Investor's ownership of the Company's Common Stock to an amount not to exceed
40% of the Company's then outstanding Common Stock on a fully diluted basis,
based on the assumption that the Investor has retained ownership of the
Purchased Shares and any shares of Common Stock previously issued to the
Investor upon a partial exercise of the Warrant. The Warrant is exercisable at
any time and from time to time prior to October 10, 2008 at an exercise price
per share equal to $4.30 (the "Exercise Price"). The Warrant does not contain a
cashless exercise feature. The Exercise Price is subject to certain customary
adjustments to protect against dilution.

In connection with the consummation of the transactions contemplated by the
Stock and Warrant Purchase Agreement , the Company, the Investor and the
Founding Stockholders also entered into an Investor Rights Agreement, also dated
April 10, 2007 (the "Investor Rights Agreement"), pursuant to which, for so long
as the Investor owns at least 5,379,443 shares of Common Stock:

(a)  the Investor is entitled to designate one person (reasonably  acceptable to
     the  Company)  that the  Company is required to nominate as a member of the
     Company's board of directors (the "Investor Director");

(b)  each of the  Founding  Stockholders  are  required to vote their  shares in
     favor of the  election  of the  Investor's  designee  as a director  of the
     Company;

(c)  the  Investor is  required  to vote its shares in favor of each  individual
     nominated for election as a member of the  Company's  board of directors by
     the nominating committee of the Company;

(d)  subject to certain permitted threshold amounts, the consent of the Investor
     Director  (which may not be  unreasonably  withheld) is required before the
     Company may take certain  actions,  including  (1) issuances of shares of a
     class of stock ranking  senior to the Common  Stock,  (2)  acquisitions  of
     businesses or assets,  (3) entry into related party  transactions,  (4) the
     declaration or payment of dividends or distributions on or with respect to,
     or the optionable  redemption of, capital stock or the issuance of debt and
     (5) entry into any business  which is not similar,  ancillary or related to
     any of the businesses in which the Company is currently engaged;

(e)  each of the Founding  Stockholders  and the Investor have certain rights of
     first  refusal to purchase or subscribe  for their pro rata  percentage  of
     shares in certain subsequent sales by

                                       22

<PAGE>

                                OPTIONABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                   (Unaudited)

Note 8-Subsequent Event-continued

the Company of Common Stock and/or certain other securities  convertible into or
exchangeable for Common Stock;

(f)  each of the Founding  Stockholders  and the Investor have certain rights of
     first refusal with respect to proposed sales of Common Stock by the others;
     and

(g)  before they may accept any offer by an  independent  third party to acquire
     fifty  percent  (50%) or more of the total voting power of the Common Stock
     or voting stock of the Company,  the Founding  Stockholders and the Company
     are required to provide notice of such offer to the Investor and permit the
     Investor a period of 10 days to make its own offer.

The Investor Rights Agreement additionally requires the Investor to refrain from
purchasing any additional shares of the Company's Common Stock, with certain
limited exceptions, until April 10, 2008.

The Company and the Investor also entered into a registration rights agreement,
dated April 10, 2007 (the "Registration Rights Agreement"), pursuant to which,
among other things, the Company has provided the Investor, subject to standard
exceptions, with (a) unlimited "piggyback" rights subject to standard
underwriter lock-up and cutback provisions and (b) the right to two demand
registrations for underwritten offerings or take downs off of a shelf
registration statement, provided that (i) a minimum of $5,000,000 of Common
Stock is offered in such demand registration or take down and (ii) the Company
will not be obligated to effectuate more than one underwritten offering pursuant
to a demand registration by the Investor in any six-month period. In addition,
if the Company is eligible to register its securities on Form S-3 (or any
successor form then in effect), the Investor will be entitled to unlimited
registrations on Form S-3 (or any successor form then in effect), including
shelf registrations, provided that (a) a minimum of $5,000,000 of Common Stock
is offered in the S-3 registration and (b) the Company will not be obligated to
effect more than two S-3 registrations in any twelve month period. An S-3
registration will not count as a demand registration, unless such registration
is for an underwritten offering or an underwritten take down off of an existing,
effective shelf registration statement.

As a condition to the Investor's obligation to consummate the transactions
contemplated by the Stock and Warrant Purchase Agreement, the Company's Chairman
of the Board executed an agreement, dated April 10, 2007 (the "Waiver"), waiving
any obligation on the part of the Company to make any prepayment of principal,
or to begin paying interest upon amounts due to the Chairman of the Board, under
the Loan Agreement between him and the Company, dated March 22, 2004, as a
result of any exercise by the Investor of the Warrant.











                                       23

<PAGE>

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

OVERVIEW

We launched our electronic trading system, OPEX, in 2006. 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 in 2007,
revenues generated through OPEX will constitute a small but growing portion of
our revenues. We expect that our research and development expenses to enhance
features and functionalities of OPEX will exceed $1 million during 2007.

We expect that our cost of revenues will continue to grow at substantially the
same rate as our revenues during 2007, unless we make an acquisition which could
change our business model. However, we believe that we may not be able to
continue to grow the revenues at the same sequential rate as we did in the first
quarter of 2007, without hiring more brokers or acquiring more brokerage firms.

On April 10, 2007, we, Mark Nordlicht, our Chairman of the Board, Kevin Cassidy,
our Vice Chairman and Chief Executive Officer, through Pierpont Capital, Inc.
("Pierpont"), Edward O'Connor, our President, through Ridgecrest Capital, Inc.
("Ridgecrest" and together with Mr. Nordlicht and Pierpont, the "Founding
Stockholders"), and NYMEX Holdings, Inc. (the "Investor") entered into a
definitive stock and warrant purchase agreement (the "Stock and Warrant Purchase
Agreement") and consummated the transactions contemplated thereby.

Pursuant to the terms of the Stock and Warrant Purchase Agreement, Mr.
Nordlicht, Pierpont and Ridgecrest sold to the Investor, 7,000,000, 1,905,000
and 1,853,886 shares, respectively, of common stock of the Company, par value
$0.0001 per share (the "Common Stock"). This aggregate of 10,758,886 shares of
common stock (the "Purchased Shares") represented 19% of the outstanding shares
of common stock on a fully diluted basis (without giving effect to the Warrant,
as defined and discussed below). The purchase price paid by the Investor for the
Purchased Shares was $2.69 per share. Additionally, pursuant to the Stock and
Warrant Purchase Agreement, we issued to the Investor the Warrant, as defined
and described below, in consideration of the Investor's agreement (i) to develop
a marketing plan, which plan will detail proposed expenditures by the Investor
and joint activities; (ii) subject to regulatory requirements, to provide space
for up to twenty of the our brokers on the Investor's trading floor; and (iii)
to host the OPEX in the Investor's data center and provide us with computer and
networking hardware, software, bandwidth and ancillary infrastructure and
services reasonably necessary to interconnect OPEX with the Investor's ClearPort
market gateway to trading and clearing services. Additionally, we agreed to
exclusively clear all OTC products through the Investor's NYMEX ClearPort(R)
clearing system for a period of ten years (provided that the Investor continues
to offer clearance for a particular product through the NYMEX ClearPort(R)
clearing system) in consideration for additional fees to be paid by the Investor
to us.

                                       24

<PAGE>

The warrant issued by us (the "Warrant") permits the Investor to purchase a
number of shares of common stock sufficient to increase the Investor's ownership
of the Company's common stock to an amount not to exceed 40% of the Company's
then outstanding common stock on a fully diluted basis, based on the assumption
that the Investor has retained ownership of the Purchased Shares and any shares
of common stock previously issued to the Investor upon a partial exercise of the
Warrant. The Warrant is exercisable at any time and from time to time prior to
October 10, 2008 at an exercise price per share equal to $4.30 (the "Exercise
Price"). The Warrant does not contain a cashless exercise feature. The Exercise
Price is subject to certain customary adjustments to protect against dilution.

In connection with the consummation of the transactions contemplated by the
Stock and Warrant Purchase Agreement , the Company, the Investor and the
Founding Stockholders also entered into an Investor Rights Agreement, also dated
April 10, 2007 (the "Investor Rights Agreement"), pursuant to which, for so long
as the Investor owns at least 5,379,443 shares of Common Stock:

(a) the Investor is entitled to designate one person (reasonably acceptable to
the Company) that we are required to nominate as a member of the our board of
directors (the "Investor Director");

(b) each of the Founding Stockholders are required to vote their shares in favor
of the election of the Investor's designee as one our directors;

(c) the Investor is required to vote its shares in favor of each individual
nominated for election as a member of our board of directors by our nominating
committee;

(d) subject to certain permitted threshold amounts, the consent of the Investor
Director (which may not be unreasonably withheld) is required before we may take
certain actions, including (1) issuances of shares of a class of stock ranking
senior to the common stock, (2) acquisitions of businesses or assets, (3) entry
into related party transactions, (4) the declaration or payment of dividends or
distributions on or with respect to, or the optionable redemption of, capital
stock or the issuance of debt and (5) entry into any business which is not
similar, ancillary or related to any of the businesses in which we are currently
engaged;

(e) each of the Founding Stockholders and the Investor have certain rights of
first refusal to purchase or subscribe for their pro rata percentage of shares
in certain subsequent sales by us of common stock and/or certain other
securities convertible into or exchangeable for common stock;

(f) each of the Founding Stockholders and the Investor have certain rights of
first refusal with respect to proposed sales of our common stock by the others;
and

(g) before they may accept any offer by an independent third party to acquire
fifty percent (50%) or more of the total voting power of our common stock, the
Founding Stockholders and we are required to provide notice of such offer to the
Investor and permit the Investor a period of 10 days to make its own offer.

                                       25

<PAGE>

The Investor Rights Agreement additionally requires the Investor to refrain from
purchasing any additional shares of our common stock, with certain limited
exceptions, until April 10, 2008.

The Company and the Investor also entered into a registration rights agreement,
dated April 10, 2007 (the "Registration Rights Agreement"), pursuant to which,
among other things, we have provided the Investor, subject to standard
exceptions, with (a) unlimited "piggyback" rights subject to standard
underwriter lock-up and cutback provisions and (b) the right to two demand
registrations for underwritten offerings or take downs off of a shelf
registration statement, provided that (i) a minimum of $5,000,000 of our common
stock is offered in such demand registration or take down and (ii) we will not
be obligated to effectuate more than one underwritten offering pursuant to a
demand registration by the Investor in any six-month period. In addition, if we
are eligible to register our securities on Form S-3 (or any successor form then
in effect), the Investor will be entitled to unlimited registrations on Form S-3
(or any successor form then in effect), including shelf registrations, provided
that (a) a minimum of $5,000,000 of common stock is offered in the S-3
registration and (b) we will not be obligated to effect more than two S-3
registrations in any twelve month period. An S-3 registration will not count as
a demand registration, unless such registration is for an underwritten offering
or an underwritten take down off of an existing, effective shelf registration
statement.

As a condition to the Investor's obligation to consummate the transactions
contemplated by the Stock and Warrant Purchase Agreement, Mr. Nordlicht executed
an agreement, dated April 10, 2007 (the "Waiver"), waiving any obligation on the
part of the Company to make any prepayment of principal, or to begin paying
interest upon amounts due to Mr. Nordlicht, under the Loan Agreement between him
and the Company, dated March 22, 2004, as a result of any exercise by the
Investor of the Warrant. Also as a condition to the Investor's obligation to
consummate the transactions contemplated by the Stock and Warrant Purchase
Agreement, Mr. Cassidy and the Company entered into the Amended and Restated
Employment Agreement and Mr. O'Connor entered into a Non-Competition Agreement,
dated April 10, 2007, with the Company, pursuant to which Mr. O'Connor agreed
not to disclose or use the Company's confidential information and, for a period
of nine months following the termination of Mr. O'Connor's employment, not to
compete with the Company or solicit certain customers of the Company.

Pursuant to our final agreements with NYMEX in April 2007, we are issuing
approximately 19,800,000 warrants to NYMEX. The warrant to be issued by us will
permit NYMEX to purchase a number of shares of Common Stock sufficient to
increase its ownership of our common Stock to an amount not to exceed 40% of our
then outstanding common Stock on a fully diluted basis, based on the assumption
that NYMEX has retained ownership of the Purchased Shares.

The number of warrants issued to NYMEX may increase or decrease from time to
time until October 2008, depending on whether we issue additional shares,
options, and warrants, repurchase treasury shares, or certain outstanding
options and warrants expire or become unexercisable. Because the number of
shares will vary from time to time, the fair value of the warrants issued
pursuant to our agreement and the related amortization will also vary from time
to time, until October 2008.



                                       26

<PAGE>

We believe that our agreements with NYMEX may increase and diversify our client
base resulting in increased revenues and will decrease some of the costs we
would otherwise incur, such as marketing programs, hosting, and space costs.

We intend to continue hiring brokers with a specialized knowledge of energy
derivative markets or acquiring small brokerage firms operating in energy
derivative segments other than natural gas.

We acquired the intangible assets of HQ trading in March 2007. This transaction
resulted in recording intangible assets of approximately $1.1 million which will
be amortized over a three-year period through March 2010.

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, 2006, including without limitation the
information set forth under the heading "Critical Accounting Policies and
Estimates".
























                                       27

<PAGE>

RESULTS OF OPERATIONS

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


                                               For the three-month period ended                   Increase/            Increase/
                                                           March 31,                             (Decrease)           (Decrease)
                                        ------------------------------------------------         in $ 2007             in % 2007
                                                2007                      2006                    vs 2006               vs 2006
                                        ----------------------   -----------------------    ---------------------    --------------
<S>                                             <C>                       <C>                      <C>                    <C>
Brokerage fees                           $      6,110,916         $       1,328,223          $     4,782,693              360.1%
Brokerage fees-related parties                    901,465                   597,014                  304,451               51.0%
Incentives                                      2,086,967                   308,759                1,778,208              575.9%
                                        ----------------------   -----------------------    ---------------------    --------------
Net revenues                                    9,099,348                 2,233,996                6,865,352              307.3%

                                                        -                         -
Cost of revenues                                2,974,609                   631,047                2,343,562              371.4%
Cost of revenues-related parties                   30,013                   216,721                 (186,708)             -86.2%
                                        ----------------------   -----------------------    ---------------------    --------------
                                                 3,004,622                  847,768                2,156,854               254.4%

Gross profit                                     6,094,726                1,386,228                4,708,498               339.7%

Operating expenses:
  Selling, general and administrative              756,851                  210,577                  546,274               259.4%
  Research and development                         224,005                   68,630                  155,375               226.4%
                                        ----------------------   -----------------------    ---------------------    --------------
     Total operating expenses                      980,856                  279,207                  701,649               251.3%

     Operating income                            5,113,870                1,107,021                4,006,849               361.9%

  Other income (expense):

  Interest income                                   98,461                    9,222                   89,239                NM

  Other income                                       5,100                        -                    5,100                NM
  Interest expense-related parties                 (81,396)                (291,334)                (209,938)              -72.1%
                                        ----------------------   -----------------------    ---------------------    --------------
                                                    22,165                 (282,112)                (304,277)               NM

Net income before income tax                     5,136,035                  824,909                4,311,126               522.6%


Income tax                                      (2,032,974)                       -                2,032,974                NM
                                        ----------------------   -----------------------    ---------------------    --------------

Net income                               $       3,103,061         $        824,909           $    2,278,152               276.2%
                                        ======================   =======================    =====================    ==============
</TABLE>

NM:  Not meaningful

                                       28

<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,
2007 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
volume of derivative contracts we brokered on behalf of our clients amounted to
4,447,879 and 1,071,100 during the three-month period ended March 31, 2007 and
2006, respectively.

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 three-month period ended March 31,
2007 when compared to the prior year period is primarily attributable to the
following:

     o    increased  commissions  earned  by our  non-executive  brokers ( which
          increased  approximately $1.0 million from  approximately  $350,000 to
          approximately $1.3million). The increased commissions is primarily due
          to higher revenues generated by such non-executive brokers;
     o    increased  incentive  compensation to our chief  executive  officer of
          $637,000, based on his employment agreement, a portion of which became
          effective   April  1,  2006.  The  cash   consideration   amounted  to
          approximately $455,000 and the remainder amounted to the fair value of
          shares issued  pursuant to such  employment  agreement.  The incentive
          compensation is based on the revenues we generate;
     o    the fair value of options we issued to brokers and expensed during the
          three-month  period  ended  March 31, 2007  amounted to  approximately
          $560,000,  compared to less than $2,000 during the three-month  period
          ended March 31, 2006. The increase in  amortization  of the fair value
          of options results from the issuance of a 1,590,000 options during the
          three-month  period  ended  March 31,  2007 while the  Company did not
          issue any options to its brokers during the  three-month  period March
          31, 2006

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 three-month period ended March 31, 2007, when compared to the prior period
is primarily due to the following:

     o    increased   legal  fees   incurred  in   connection   with  the  NYMEX
          transaction;
     o    increased  investor relation fees in connection with increased efforts
          to position our company before the investors' community;
     o    increased  marketing  programs  expenses in connection  with increased
          resources devoted to the branding of OPEX.

  We did not incur such expenses during the three months ended March 31, 2006;

We believe that our legal fees and investor relations for the remainder of the
year will decrease on an annualized basis from the level such expenses reached
during the three-month period ended March 31, 2007.

                                       29

<PAGE>

Research and development

     o    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 increase 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
          the  increased   compensation  and  related  benefits  for  additional
          software  engineers  and quality and  assurance  personnel we hired to
          enhance our electronic platform, OPEX.

Interest income

Interest income consists primarily of interest earned on interest-bearing cash
and cash equivalents. The increase in interest income during the three-month
period ended March 31, 2007 when compared to the prior year period is primarily
due to an increase in our cash and cash equivalents' interest bearing 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 decrease in
interest expense to related parties during the three-month period ended March
31, 2007 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 during the three-month period ended March 31, 2006. We have
accelerated the amortization discount on this debt since we reimbursed the debt
at a faster rate than initially contemplated during the three-month period ended
March 31, 2006. The debt to Kevin Cassidy was fully repaid in 2006. Accordingly,
we did not make any debt repayment during the three-month period ended March 31,
2007 which would have triggered an acceleration of the amortized discount on the
debt.

Income tax

Income tax expense consists of federal and state current and deferred income tax
based on our net income. The increase in income tax expense during the
three-month period ended March 31, 2007 when compared to the comparable prior
year period is primarily due to our utilization of net operating loss
carryforwards during the three-month period ended March 31, 2006, which were
completely used towards the end of fiscal 2006. Accordingly, during the
three-month March 31, 2007, we incurred income tax at our effective tax rate.

LIQUIDITY AND CAPITAL RESOURCES

For the last three fiscal years, we have generated cash flows from our operating
activities. Our cash balance as of March 31, 2007 amounts to approximately $11.6
million.

During the three-month period ended March 31, 2007, we generated cash from
operating activities of approximately $5.4 million, primarily resulting from:
     o    net income of approximately $3.1 million,  adjusted for the fair value
          of warrants,  options and shares issued during the period  aggregating
          approximately $718,000; and
     o    a decrease  in accounts  receivable  and  accounts  receivable-related
          party  of  approximately   $305,000,  and  an  increase  in  incentive
          receivable,  due from related party,  income tax payable,  and accrued
          compensation of approximately  $496,000,  $105,000,  $383,000 and $1.2
          million, respectively.

We used our cash generated from operating activities to acquire the customer
relationship of HQ Trading, a crude oil broker, for $400,000, acquired trading
rights on the NYMEX floor for $1.2 million, and incurred capital expenditures
aggregating approximately $223,000

We generated gross proceeds from the exercise of certain warrants options
aggregating approximately $103,000.

                                       30

<PAGE>

During the three-month period ended March 31, 2006, we generated cash from
operating activities of approximately $781,000, 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   $268,000,
          respectively, 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.

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 since
the commencement of the share repurchase program. No shares were repurchased
during the three-month period ended March 31,2007.

We believe that our cash available and estimated cash flows from operations in
2007 will be sufficient to meet our obligations when they become due.

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.

                                       31

<PAGE>

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.

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.

                                       32

<PAGE>

                           PART II - OTHER INFORMATION

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

     (a)  During  March 2007,  we issued  30,689  shares of our common  stock to
          Kevin Cassidy,  our Chief Executive Officer. The shares were valued at
          $181,987  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  by Section 4(2) of the  Securities Act of 1933, as
          amended.


     (c)  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  since the  commencement  of the
          share  repurchase  program.  We have not repurchased any shares during
          the three-month period ended March 31, 2007.

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. We will resume our share repurchase program upon the closing of our
NYMEX transaction.










                                       33

<PAGE>

ITEM 6. EXHIBITS

     (a)  Exhibits

Exhibit  10 (xv)  Acquisition  Agreement  between  Optionable,  Inc.  and  Peter
Holmquist,  Douglas Towne, and Joseph McHugh, dated March 23, 2007 (incorporated
by reference to Form 8-K dated March 27, 2007, exhibit 10.1)

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















                                       34

<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 30th day of April 2007.

                                   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































                                       35