UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB

[ X ]    Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the period ended December 31, 2005.

[    ]   Transition Report pursuant to 13 or 15(d) of the Securities Exchange
         Act of 1934

 For the transition period                     to
                            ------------------     -----------------------

                        Commission File Number 333-120682
                                   ----------


                               BOSS MINERALS, INC.
--------------------------------------------------------------------------------
        (Exact name of small Business Issuer as specified in its charter)

             Nevada                                   20-3626387
----------------------------------            ---------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)


604 - 318 Homer Street
Vancouver, British Columbia, Canada                          V6B 2V2
----------------------------------------                --------------------
(Address of principal executive offices)                (Postal or Zip Code)


Issuer's telephone number, including area code:            604-602-7591
                                                        --------------------

                                      None
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
 report)

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 | X | No | |

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes | | No | |

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  7,500,000 Shares of $0.001 par value
Common Stock outstanding as of February 8, 2006.

Transitional Small Business Disclosure Format (Check one): Yes | | No | |


<page>


Boss Minerals, Inc.
(An Exploration Stage Company)
Financial Statements
(Expressed in U.S. Dollars)



                                                                         Index

Balance Sheets............................................................F-1

Statements of Operations..................................................F-2

Statements of Cash Flows..................................................F-3

Notes to the Financial Statements.........................................F-4

<page>




Boss Minerals, Inc.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)


<table>
<caption>
                                                                            December 31,       September 30,
                                                                                2005                2005
                                                                             (unaudited)         (audited)
                                                                                  $                  $


                                                                          <c>               <c>
Assets

Current Assets
   Cash                                                                             563                 1,507
-----------------------------------------------------------------------------------------------------------------

Total Assets                                                                        563                 1,507
=================================================================================================================


Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
   Accounts payable                                                                 240                   215
   Accrued liabilities                                                           11,300                10,000
   Due to related party (Note 3)                                                  1,200                   900
-----------------------------------------------------------------------------------------------------------------

Total Liabilities                                                                12,740                11,115
-----------------------------------------------------------------------------------------------------------------



Stockholders' Equity (Deficit)

Common Stock
   75,000,000 shares authorized, with a $0.001 par value,
   7,500,000 shares issued and outstanding                                        7,500                 7,500
Additional Paid-in Capital                                                       22,500                22,500
Donated Capital (Note 3)                                                         22,000                19,000
Deficit Accumulated During the Exploration Stage                                (64,177)              (58,608)
-----------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity (Deficit)                                            (12,177)               (9,608)
-----------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity (Deficit)                                563                 1,507
=================================================================================================================
</table>


   The accompanying notes are an integral part of these financial statements

                                       F-1


<page>


Boss Minerals, Inc.
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)


<table>
<caption>
                                                                                                      From
                                                                        Three months            February 17, 2004
                                                                           Ended                   (Inception)
                                                                        December 31,             to December 31,
                                                                    2005            2004              2005
                                                                     $               $                  $

                                                                 <c>           <c>            <c>

Revenue                                                                   -               -               -
--------------------------------------------------------------------------------------------------------------------

Expenses

   Management services (Note 3)                                       2,250           2,250          16,500
   Mineral property costs                                                 -           3,005           6,005
   Office and rent (Note 3)                                             794             876           6,219
   Professional fees (Note 3)                                         2,500           5,060          30,775
   Transfer agent and filing fees                                        25               -           4,678
--------------------------------------------------------------------------------------------------------------------

Total Expenses                                                        5,569          11,191          64,177
--------------------------------------------------------------------------------------------------------------------

Net Loss                                                             (5,569)        (11,191)        (64,177)
=================================================================================================================

Net Loss Per Share - Basic and Diluted                                    -               -
===============================================================================================

Weighted Average Number of Shares Outstanding                     7,500,000       7,500,000
===============================================================================================
</table>


   The accompanying notes are an integral part of these financial statements

                                       F-2


<page>


Boss Minerals, Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited)


<table>
<caption>
                                                                                   Three months
                                                                                       Ended
                                                                                   December 31,
                                                                          2005                      2004
                                                                            $                        $

                                                                      <c>                      <c>

Operating Activities

   Net loss                                                                 (5,569)                 (11,191)

  Adjustment to reconcile net loss to net cash used in
    operating activities

     Donated management services and rent                                    3,000                    3,000

   Changes in operating assets and liabilities

     Accounts payable and accrued liabilities                                1,325                     (770)
     Due to related party                                                      300                        -
--------------------------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities                                         (944)                  (8,961)
--------------------------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities                                            -                        -
--------------------------------------------------------------------------------------------------------------------

Financing Activities
   Advances from related party                                                   -                      200
--------------------------------------------------------------------------------------------------------------------

Net Cash from Financing Activities                                               -                      200
--------------------------------------------------------------------------------------------------------------------

Decrease in Cash                                                              (944)                  (8,761)
Cash, Beginning of Period                                                    1,507                   26,964
--------------------------------------------------------------------------------------------------------------------

Cash, End of Period                                                            563                   18,203
====================================================================================================================

Non-cash Investing and Financing Activities                                      -                        -
====================================================================================================================

Supplemental Disclosures
  Interest paid                                                                  -                        -
  Income taxes paid                                                              -                        -
====================================================================================================================
</table>


   The accompanying notes are an integral part of these financial statements

                                       F-3


<page>


Boss Minerals, Inc.
(An Exploration Stage Company)
December 31, 2005
Unaudited
(Expressed in U.S.Dollars)

1.   Nature and Continuance of Operations

     The Company was  incorporated  in the State of Nevada on February 17, 2004.
     The Company is an  Exploration  Stage  Company as defined by  Statement  of
     Financial  Accounting Standard ("SFAS") No. 7. The Company was to acquire a
     mineral  property located in the Province of British  Columbia,  Canada but
     the Option  Agreement was terminated by the Optionor during the year as the
     Company  defaulted on the terms of the agreement.  The Company is currently
     seeking to acquire mineral claims to explore.

     These financial  statements have been prepared on a going concern basis. As
     at December 31, 2005, the Company has a working  capital deficit of $12,177
     and has incurred losses since inception resulting in an accumulated deficit
     of  $64,177.  Further  losses are  anticipated  in the  development  of its
     business raising  substantial doubt about the Company's ability to continue
     as a going concern. Its ability to continue as a going concern is dependent
     upon the ability of the Company to generate  profitable  operations  in the
     future and/or to obtain the necessary financing to meet its obligations and
     repay its  liabilities  arising from normal  business  operations when they
     come due.


2.   Summary of Significant Accounting Policies

a)   Basis of Presentation

         The  financial   statements  of  the  Company  have  been  prepared  in
         accordance with generally accepted accounting  principles in the United
         States and are expressed in U.S. Dollars. The Company's fiscal year-end
         is September 30.

b)   Use of Estimates

         The  preparation of financial  statements in conformity 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  period.  Actual
         results could differ from those estimates.

c)   Cash and Cash Equivalents

         The Company  considers all highly liquid  instruments  with maturity of
         three months or less at the time of issuance to be cash equivalents.

d)   Exploration and Development Costs

         The Company has been in the  exploration  stage since its  formation on
         February  17,  2004  and has not yet  realized  any  revenues  from its
         planned  operations.  It is primarily  engaged in the  acquisition  and
         exploration of mining  properties.  Mineral  property  acquisition  and
         exploration  costs are charged to operations  as incurred.  When it has
         been determined that a mineral  property can be economically  developed
         as a result of  establishing  proven and probable  reserves,  the costs
         incurred to develop such property, are capitalized.  Such costs will be
         amortized using the units-of-production  method over the estimated life
         of the probable reserve.

e)   Financial Instruments

         The carrying value of cash,  accounts payable,  accrued liabilities and
         due to related  party  approximates  their  fair  value  because of the
         short-term maturity of these instruments.

<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
December 31, 2005
Unaudited
(Expressed in U.S.Dollars)


2.   Summary of Significant Accounting Policies (continued)

f)   Concentration of Credit Risk

         Financial  instruments that  potentially  subject the Company to credit
         risk  consist  principally  of  cash.  Cash was  deposited  with a high
         quality credit institution.

g)   Foreign Currency Translation

         The Company's  functional  and reporting  currency is the United States
         dollar.  Occasional  transitions  may  occur in  Canadian  dollars  and
         management  has  adopted  SFAS No. 52 "Foreign  Currency  Translation".
         Monetary assets and liabilities  denominated in foreign  currencies are
         translated  using the exchange  rate  prevailing  at the balance  sheet
         date.  Non-monetary  assets  and  liabilities  denominated  in  foreign
         currencies are translated at rates of exchange in effect at the date of
         the transaction.  Average monthly rates are used to translate  revenues
         and expenses.  Gains and losses arising on translation or settlement of
         foreign currency  denominated  transactions or balances are included in
         the determination of income.  The Company has not, to the date of these
         financials  statements,  entered into derivative  instruments to offset
         the impact of foreign currency fluctuations.

h)   Income Taxes

         Potential  benefits  of income  tax losses  are not  recognized  in the
         accounts  until  realization  is more likely than not.  The Company has
         adopted SFAS No. 109 as of its inception.  Pursuant to SFAS No. 109 the
         Company is  required to compute tax asset  benefits  for net  operating
         losses carried forward.  The potential benefits of net operating losses
         have not been  recognized  in these  financial  statements  because the
         Company  cannot be assured it is more likely  than not it will  utilize
         the net operating losses carried forward in future years.

i)   Stock-based Compensation

         The Company  records  stock-based  compensation in accordance with SFAS
         No. 123, "Accounting for Stock-Based Compensation". All transactions in
         which goods or services are provided to the Company in exchange for the
         issuance  of equity  instruments  are  accounted  for based on the fair
         value of the  consideration  received  or the fair  value of the equity
         instrument  issued,  whichever  is  more  reliably  measurable.  Equity
         instruments  issued to employees and the cost of the services  received
         as consideration are measured and recognized based on the fair value of
         the equity  instruments  issued.  The Company does not currently have a
         stock option plan.

j)   Comprehensive Loss

         SFAS No. 130, "Reporting  Comprehensive  Income," establishes standards
         for the reporting and display of comprehensive  loss and its components
         in the  financial  statements.  As at December  31, 2005 and 2004,  the
         Company  has  no  items  that  represent  a  comprehensive   loss  and,
         therefore,  has not  included a schedule of  comprehensive  loss in the
         financial statements.

<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
December 31, 2005
Unaudited
(Expressed in U.S.Dollars)


2.   Summary of Significant Accounting Policies (continued)

k)   Basic and Diluted Net Income (Loss) Per Share

         The Company  computes net income  (loss) per share in  accordance  with
         SFAS No. 128, "Earnings per Share". SFAS No. 128 requires  presentation
         of both basic and diluted  earnings  per share (EPS) on the face of the
         income  statement.  Basic EPS is computed by dividing net income (loss)
         available to common  shareholders  (numerator) by the weighted  average
         number of shares outstanding  (denominator) during the period.  Diluted
         EPS gives effect to all dilutive  potential  common shares  outstanding
         during the  period  using the  treasury  stock  method and  convertible
         preferred stock using the  if-converted  method.  In computing  diluted
         EPS, the average stock price for the period is used in determining  the
         number of shares  assumed to be  purchased  from the  exercise of stock
         options or warrants. Diluted EPS excludes all dilutive potential shares
         if their effect is anti dilutive.

l)   Recent Accounting Pronouncements

         In May 2005,  the Financial  Accounting  Standards  Board (FASB) issued
         SFAS No. 154, "Accounting Changes and Error Corrections - A Replacement
         of  APB  Opinion  No.  20  and  SFAS  No.  3".  SFAS  154  changes  the
         requirements  for the  accounting  for and  reporting  of a  change  in
         accounting principle and applies to all voluntary changes in accounting
         principle.  It  also  applies  to  changes  required  by an  accounting
         pronouncement in the unusual instance that the  pronouncement  does not
         include specific transition provisions. SFAS 154 requires retrospective
         application  to prior  periods'  financial  statements  of  changes  in
         accounting  principle,  unless it is  impracticable to determine either
         the period-specific effects or the cumulative effect of the change. The
         provisions  of SFAS No. 154 are effective  for  accounting  changes and
         correction of errors made in fiscal years  beginning after December 15,
         2005.  The adoption of this standard is not expected to have a material
         effect on the Company's results of operations or financial position.

         In December  2004,  the FASB issued SFAS No. 123 (Revised  2004) ("SFAS
         No.  123R"),  "Share-Based  Payment."  SFAS No. 123R  requires that the
         compensation  cost  relating to  share-based  payment  transactions  be
         recognized in financial statements. That cost will be measured based on
         the fair value of the equity or liability  instruments issued. SFAS No.
         123R  represents  the  culmination  of a two-year  effort to respond to
         requests  from  investors  and many  others  that the FASB  improve the
         accounting for share-based  payment  arrangements  with employees.  The
         scope of SFAS No.123R includes a wide range of share-based compensation
         arrangements   including   share  options,   restricted   share  plans,
         performance-based awards, share appreciation rights, and employee share
         purchase  plans.  SFAS No. 123R replaces SFAS No. 123,  "Accounting for
         Stock-Based   Compensation",   and   supersedes  APB  Opinion  No.  25,
         "Accounting for Stock Issued to Employees". SFAS No. 123, as originally
         issued in 1995, established as preferable a fair-value-based  method of
         accounting  for  share-based   payment   transactions  with  employees.
         However,  that statement permitted entities the option of continuing to
         apply the  guidance in APB Opinion No. 25, as long as the  footnotes to
         the financial  statements disclosed what net income would have been had
         the  preferable  fair-value-based  method  been  used.  Although  those
         disclosures helped to mitigate the problems  associated with accounting
         under APB Opinion No. 25, many  investors  and other users of financial
         statements  believed that the failure to include employee  compensation
         costs in the income statement impaired the transparency, comparability,
         and credibility of financial  statements.  Public entities that file as
         small business  issuers will be required to apply Statement 123R in the
         first interim or annual reporting period that begins after December 15,
         2005.  The adoption of this standard is not expected to have a material
         impact on the Company's results of operations or financial position.


<page>


Boss Minerals, Inc.
(An Exploration Stage Company)
December 31, 2005
Unaudited
(Expressed in U.S.Dollars)


2.   Summary of Significant Accounting Policies (continued)

     l)  Recent Accounting Pronouncements (continued)

         In  December  2004,  the  FASB  issued  SFAS  No.  153,  "Exchanges  of
         Nonmonetary  Assets - An Amendment of APB Opinion No. 29". SFAS No. 153
         is the  result of a broader  effort  by the FASB to  improve  financial
         reporting by eliminating  differences between GAAP in the United States
         and GAAP  developed by the  International  Accounting  Standards  Board
         (IASB).  As part of this  effort,  the  FASB  and the  IASB  identified
         opportunities  to improve  financial  reporting by eliminating  certain
         narrow differences  between their existing accounting  standards.  SFAS
         No.  153  amends  APB  Opinion  No.  29,  "Accounting  for  Nonmonetary
         Transactions", that was issued in 1973. The amendments made by SFAS No.
         153 are based on the principle  that  exchanges of  nonmonetary  assets
         should be  measured  based on the fair value of the  assets  exchanged.
         Further,  the amendments eliminate the narrow exception for nonmonetary
         exchanges  of similar  productive  assets and replace it with a broader
         exception  for  exchanges  of  nonmonetary  assets  that  do  not  have
         "commercial  substance."  Previously,  APB Opinion No. 29 required that
         the  accounting  for an  exchange of a  productive  asset for a similar
         productive  asset or an  equivalent  interest  in the  same or  similar
         productive  asset should be based on the  recorded  amount of the asset
         relinquished.   The   provisions  in  SFAS  No.153  are  effective  for
         nonmonetary asset exchanges occurring in fiscal periods beginning after
         June 15, 2005. Early  application is permitted and companies must apply
         the standard prospectively. The effect of adoption of this standard did
         not have a material  impact on the Company's  results of operations and
         financial position.

         In March 2005, the SEC staff issued Staff Accounting  Bulletin No. 107
         ("SAB 107") to give guidance on the  implementation  of  SFAS No. 123R.
         The Company will consider SAB 107 during   the   implementation of SFAS
         No. 123R.

m)   Interim Financial Statements

         These interim unaudited financial  statements have been prepared on the
         same basis as the annual  financial  statements  and in the  opinion of
         management,   reflect  all  adjustments,   which  include  only  normal
         recurring  adjustments,  necessary  to  present  fairly  the  Company's
         financial  position,  results  of  operations  and cash  flows  for the
         periods  shown.  The  results of  operations  for such  periods are not
         necessarily  indicative of the results  expected for a full year or for
         any future period.

n)   Reclassifications

         Certain   reclassifications  have  been  made  to  the  prior  period's
         financial statements to conform to the current period's presentation.


3.       Related Party Transactions

a)       The Company was charged $300 (2004 - $300) by a company  controlled  by
         the President of the Company for professional  fees. The balance due of
         $1,200  (September  30,  2005 - $900) to this  company is  non-interest
         bearing unsecured and due on demand.

b)       The President of the Company  provides  management  services and office
         premises to the Company.  The services are valued at $750 per month and
         the office  premises  are  valued at $250 per month.  During the period
         ended December 31, 2005 donated  services of $2,250 (2004 - $2,250) and
         donated rent expense of $750 (2004 - $750) were charged to operations.

<page>

Forward-Looking Statements
--------------------------

This Form 10-QSB includes "forward-looking statements" within the meaning of the
"safe-harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995.  Such statements are based on management's  current  expectations  and are
subject to a number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements.

All statements  other than  historical  facts  included in this Form,  including
without  limitation,   statements  under  "Plan  of  Operation",  regarding  our
financial  position,  business strategy,  and plans and objectives of management
for the future operations, are forward-looking statements.

Although we believe  that the  expectations  reflected  in such  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from our expectations  include, but are not limited to, market
conditions, competition and the ability to successfully complete financing.

Item 2. Plan of Operation
-------------------------

Our plan of operation for the twelve months following the date of this report is
to locate and option a prospective mineral property located in North America.

In  August  2005,  our  Mineral   Property  Option  Agreement  with  Rich  River
Exploration Ltd. whereby we were granted an option to acquire a 100% interest in
twenty mineral claims  comprising the Mosquito King claims was terminated by the
Optionor.  We were not able to meet our  obligation to make the cash  instalment
payment due to lack of cash.  We are currently  looking for a potential  project
but as of the  date  of  this  quarterly  report  have  not  identified  yet the
prospective  mineral property.  We are also currently reviewing various projects
in resource and non-resource industry sectors.

In the next twelve months we anticipate  spending  $15,000 on professional  fees
and $12,000 on  administrative  expenses.  Our cash on hand at December 31, 2005
was  $563.  Accordingly,  we will  need to  raise  additional  funds in order to
support our operations and meet our other expected expenses. We currently do not
have a specific plan of how we will obtain such funding;  however, we anticipate
that additional funding will be in the form of equity financing from the sale of
our  common  stock.  We may  also  seek to  obtain  short-term  loans  from  our
directors,  although no such  arrangement has been made. At this time, we cannot
provide  investors with any assurance  that we will be able to raise  sufficient
funding from the sale of our common  stock or through a loan from our  directors
to meet  our  obligations  over  the  next  twelve  months.  We do not  have any
arrangements in place for any future equity financing.


Results of Operations For Period Ending December 31, 2005

We did not earn any revenues during the  three-month  period ending December 31,
2005. During the period ended December 31, 2005, we incurred  operating expenses
in the amount of $5,569,  compared to  operating  expenses  of $11,191  incurred
during the same period in fiscal 2004.  These operating  expenses were comprised
of professional fees of $2,500 (2004:  $5,060),  donated management  services of
$2,250  (2004:  $2,250),  mineral  exploration  costs  of $Nil  (2004:  $3,005),
transfer agent and filing fees of $25 (2004: $Nil), and office and rent costs of
$794 (2004:  $876).  The decrease in operating  expenses during the three months
ended December 31, 2005,  compared to the same period in fiscal 2004, was due to
the decrease in professional fees, mineral exploration costs, and office related
costs.

As at December 31, 2005, the Company had $563 in cash and liabilities  totalling
$12,740 for a working capital  deficiency of $12,177 compared to working capital
of $9,608 as at September 30, 2004.

We have not  generated  any  revenue  since  inception  and are  dependent  upon
obtaining  financing to pursue exploration  activities.  For these reasons,  our
auditors  believe  that  there  is  substantial  doubt  that  we will be able to
continue as a going concern.

<page>

Critical Accounting Policies
----------------------------
Our financial  statements are prepared in accordance with accounting  principles
generally  accepted  in  the  United  States  of  America.  Preparing  financial
statements in accordance with generally accepted accounting  principles requires
management to make estimates and assumptions  which affect the reported  amounts
of  assets  and  liabilities  and  the  disclosure  of  contingent   assets  and
liabilities  at the balance  sheet dates,  and the  recognition  of revenues and
expenses for the reporting periods. These estimates and assumptions are affected
by management's application of accounting policies.

Mineral Properties
------------------
We charge all of our  mineral  property  acquisition  and  exploration  costs to
operations as incurred.  If, in the future, we determine that a mineral property
in which we have an  interest  can be  economically  developed  on the  basis of
established proven and probable reserves,  we will capitalize the costs incurred
to   develop   the   property.   Such  costs   will  be   amortized   using  the
units-of-production method over the estimated life of the probable reserve.


Item 3 Controls and Procedures
------------------------------
Evaluation of Disclosure Controls

We evaluated the  effectiveness of our disclosure  controls and procedures as of
December 31, 2005.  This  evaluation was conducted by Andrei Krioukov and Alexei
Jirniaguine, our chief executive officer and our principal accounting officer.

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

Limitations on the Effective of Controls

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

Conclusions

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

PART II- OTHER INFORMATION
--------------------------
Item 1. Legal Proceedings

The Company is not a party to any pending legal  proceedings.  Management is not
aware of any threatened litigation, claims or assessments.

<page>

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Report on Form 8-K

 31.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
            to Section 906 of the Sarbanes-Oxley Act of 2002

We did not file any current reports on Form 8-K during the period.


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.

FEBRUARY 9, 2006


Boss Minerals, Inc.


/s/ Andrei Krioukov
------------------------------
Andrei Krioukov, President


/s/ Alexei Jirniaguine
----------------------------
Alexei Jirniaguine
Treasurer and Director
Principal Financial Officer