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| | UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB |                                                                                                               



(Mark One)



S

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006



£

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______________ to _____________



Commission file number 000-51081



Learning Quest Technologies, Inc.

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



|                                                               |                                  
|-------------------------------------------------------------- | ---------------------------------
|Nevada                                                         | 88-0485183                       
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)



1065 West 1150 South, Provo, UT  84601

(Address of principal executive offices)



801-358-8591

(Issuers telephone number)



875 East 400 South, Springville, UT 84663

(Former name, former address and former fiscal year, if changed since last report)



Check whether the issues (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 S    No £



Indicate by check mark whether the registrant is a shell company (as defined in Rule 13b-2 of the Exchange Act).

Yes S     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 12, 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 ISSUES



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



As of May 11, 2006 there were 32,198,000 shares of $.001 par value common stock issued and outstanding



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



SEC2334(9-05)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.





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FORM 10-QSB

LEARNING QUEST TECHNOLOGIES, INC.

INDEX



|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                        
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Page                   
|PART I.  | Financial Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                        
|         | Item 1.  Unaudited Financial Statements

Balance Sheets  March 31, 2006 and December 31, 2005

Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2006 and 2005, and for the Cumulative period Through March 31, 2006

Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005, and for the Cumulative period Through March 31, 2006

Notes to Unaudited Financial Statements

Item 2.  Managements Discussion and Analysis of Financial Condition or Plan of Operation

Item 3.  Controls and Procedures | 3

3

4


5


6

7


10
|PART II. | Other Information

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                     | 10

10

10

11         
|         | Signatures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 11                     



(Inapplicable items have been omitted)









2





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PART I.  FINANCIAL INFORMATION



ITEM  1.  Financial Statements (unaudited)



|                                                     |   |             |  |             
|---------------------------------------------------- | - | ----------- |  | ------------
|LEARNING QUEST TECHNOLOGIES, INC.                   
|(A Development Stage Company)                       
|BALANCE SHEETS                                      
|                                                     |   | March 31,   |  | December 31,
|ASSETS                                               |   | 2006        |  | 2005        
|                                                     |   | (Unaudited) |  | (Audited)   
|Current assets:                                      |   |             |  |             
|Cash                                                 | $ | 530         |  | 75          
|Prepaid Expenses                                     |   | -           |  | 38          
|                                                     |   |             |  |             
|Total Current Assets                                 |   | 530         |  | 113         
|                                                     |   |             |  |             
|Total Assets                                         | $ | 530         |  | 113         
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       |   |            
|                                                     |   |             |  |             
|Current liabilities:                                 |   |             |  |             
|Accounts payable                                     | $ | 5,094       |  | 10,635      
|Accrued Expenses                                     |   | 1,350       |  | 1,500       
|Interest Payable                                     |   | 318         |  | 56          
|Notes Payable - Related Party                        |   | 16,500      |  | 1,500       
|                                                     |   |             |  |             
|Total Current Liabilities                            |   | 23,262      |  | 13,691      
|                                                     |   |             |  |             
|Total Liabilities                                    | $ | 23,262      |  | 13,691      
|                                                     |   |             |  |             
|Stockholders' equity (deficit):                      |   |             |  |             
|Preferred stock, $.001 par value, 10,000,000 shares  |   |             |  |             
|authorized, no shares issued and outstanding         |   | -           |  | -           
|Common stock, $.001 par value, 50,000,000 shares     |   |             |  |             
|authorized, 17,000,000 and 17,000,000 shares issued  |   |             |  |             
|and outstanding, respectively                        |   | 17,000      |  | 17,000      
|Additional paid-in capital                           |   | 51,000      |  | 51,000      
|Deficit accumulated during the development stage     |   | (90,732)    |  | (81,578)    
|                                                     |   |             |  |             
|Total stockholders' equity (deficit)                 |   | (22,732)    |  | (13,578)    
|                                                     |   |             |  |             
|Total liabilities and stockholders' equity (deficit) | $ | 530         |  | 113         
|                                                     |   |             |  |             



The accompanying notes are an integral part of these financial statements.



3





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|                                             |   |                    |  |            |  |         
|-------------------------------------------- | - | ------------------ |  | ---------- |  | --------
|LEARNING QUEST TECHNOLOGIES, INC.           
|(A Development Stage Company)               
|UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
|                                             |   | Three Months Ended |  |           
|                                             |   | March 31,          |  | Cumulative
|                                             |   | 2006               |  | 2005       |  | Amounts 
|Sales, net                                   | $ | -                  |  | -          |  | -       
|                                             |   |                    |  |            |  |         
|General and administrative costs             |   | 9,154              |  | 4,033      |  | 33,521  
|                                             |   |                    |  |            |  |         
|Net loss before income taxes                 |   | (9,154)            |  | (4,033)    |  | (33,521)
|                                             |   |                    |  |            |  |         
|Provision for income taxes                   |   | -                  |  | -          |  | -       
|                                             |   |                    |  |            |  |         
|Loss from continuing operations              |   | (9,154)            |  | (4,033)    |  | (33,521)
|                                             |   |                    |  |            |  |         
|Loss from discontinued operations, net       |   |                    |  |            |  |         
|of taxes of $0                               |   | -                  |  | -          |  | (57,211)
|                                             |   |                    |  |            |  |         
|Net loss                                     | $ | (9,154)            |  | (4,033)    |  | (90,732)
|                                             |   |                    |  |            |  |         
|Loss per common share - basic and diluted    |   |                    |  |            |  |         
|Loss from continuing operations              | $ | (0.00)             |  | (0.00)     |  |         
|Loss from discontinued operations            |   | (0.00)             |  | (0.00)     |  |         
|                                             |   |                    |  |            |  |         
|Total loss per share                         | $ | (0.00)             |  | (0.00)     |  |         
|                                             |   |                    |  |            |  |         
|Weighted average common shares -             |   |                    |  |            |  |         
|basic and diluted                            |   | 17,000,000         |  | 17,000,000 |  |         
|                                             |   |                    |  |            |  |         



The accompanying notes are an integral part of these financial statements.



4





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|                                              |   |          |  |         |  |           
|--------------------------------------------- | - | -------- |  | ------- |  | ----------
|LEARNING QUEST TECHNOLOGIES, INC.            
|(A Development Stage Company)                
|UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS 
|Three Months Ended March 31, 2006 and 2005   
|                                              |   |          |  |         |  | Cumulative
|                                              |   | 2006     |  | 2005    |  | Amounts   
|Cash flows from operating activities:         |   |          |  |         |  |           
|Net loss                                      | $ | (9,154)  |  | (4,033) |  | (90,732)  
|Adjustments to reconcile net loss to net cash |   |          |  |         |  |           
|used in operating activities:                 |   |          |  |         |  |           
|(Increase) decrease in                        |   |          |  |         |  |           
|Prepaid expenses                              |   | 38       |  | -       |  | -         
|Increase (decrease) in:                       |   |          |  |         |  |           
|Accounts payable                              |   | (5,541)  |  | 1,067   |  | 5,094     
|Accrued expenses                              |   | 112      |  | -       |  | 1,668     
|Net cash used in operating activities         |   | (14,545) |  | (2,966) |  | (83,970)  
|                                              |   |          |  |         |  |           
|Cash flows from investing activities:         |   | -        |  | -       |  | -         
|                                              |   |          |  |         |  |           
|Cash flows from financing activities:         |   |          |  |         |  |           
|Proceeds from issuance of common stock        |   | -        |  | -       |  | 68,000    
|Proceeds from notes payable-related party     |   | 15,000   |  | -       |  | 44,750    
|Payments on notes payable - related party     |   | -        |  | -       |  | (28,250)  
|                                              |   |          |  |         |  |           
|Net cash provided by financing activities     |   | 15,000   |  | -       |  | 84,500    
|                                              |   |          |  |         |  |           
|Net increase (decrease) in cash               |   | 455      |  | (2,966) |  | 530       
|                                              |   |          |  |         |  |           
|Cash, beginning of period                     |   | 75       |  | 3,406   |  | -         
|                                              |   |          |  |         |  |           
|Cash, end of period                           | $ | 530      |  | 440     |  | 530       
|                                              |   |          |  |         |  |           





The accompanying notes are an integral part of these financial statements.



5





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LEARNING QUEST TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March  31, 2006







Note 1 - Basis of Presentation



The accompanying unaudited condensed financial statements have been prepared by management in accordance with the instructions in Form 10-QSB and, therefore, do not include all information and footnotes required by generally accepted accounting principles and should, therefore, be read in conjunction with the Companys Form 10-KSB for the year ended December 31, 2005, filed with the Securities and Exchange Commission.  These statements do include all normal recurring adjustments which the Company believes necessary for a fair presentation of the statements.  The interim operations are not necessarily indicative of the results to be expected for the full year ended December 31, 2006.



Note 2  Additional Footnotes Included By Reference



There have been no other material changes in the information disclosed in the notes to the financial statements included in the Companys Form 10-KSB for the year ended December 31, 2005, filed with the Securities and Exchange Commission.   Therefore, those footnotes are included herein by reference.



Note 3 - Going Concern



At March 31, 2006 the Company has an accumulated deficit, has incurred losses since inception as well as negative cash flow from operations.  These conditions raise substantial doubt about he ability of the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



The Companys ability to continue as a going concern is subject to obtaining necessary funding from outside sources.



Note 4  Subsequent Events



On April 19, 2006 the Company converted the outstanding related notes payable owed to Fred Hall into 15,198,000 shares of restricted common stock of the Company.  At that time, Mr. Hall was appointed sole officer and director of the Company.







6





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ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS



SAFE  HARBOR  FOR  FORWARD-LOOKING  STATEMENTS



When  used  in  this  report,  the  words "may," "will," "expect," "anticipate," "continue,"  "estimate,"  "project,"  "intend,"  and  similar  expressions  are intended  to  identify  forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of  1934  regarding events, conditions, and financial trends that may affect the Company's  future plans of operations, business strategy, operating results, and financial  position.  Persons  reviewing  this  report  are  cautioned  that any forward-looking  statements  are  not  guarantees  of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.  Such factors are discussed under the "Item 2.  Management's Discussion and  Analysis  of  Financial  Condition or Plan of Operations," and also include general  economic  factors and conditions that may directly or indirectly impact the  Company's  financial  condition  or  results  of  operations.



History



We were formed as a Nevada corporation on January 11, 2001, originally under the name of Learning Quest Technologies, Inc. We were in the business of developing, licensing and marketing educational products and services. Our business model centered on the development and distribution of high quality, educational tools and solutions for creating, authoring, publishing, presenting and selling education and training materials and content via the Internet. We commenced limited operations but were unsuccessful in fully implementing our business plan. We have ceased operations and have focused our efforts on seeking a business opportunity. We are now considered a blank check company.



Plan of Operation



The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (public) company whose securities are qualified for trading in the United States secondary market.



The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment.  There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to our company and shareholders.



Because we have no specific business plan or expertise, our activities are subject to several significant risks.  In particular, any business acquisition or participation we pursue will likely be based on the decision of management without the consent, vote, or approval of our shareholders.



Sources of Opportunities



We anticipate that business opportunities may arise from various sources, including officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.



We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people.  Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests.  In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.



7





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Criteria



We will not restrict our search to any particular business, industry or geographical location.  We may acquire a business opportunity in any stage of development.  This includes opportunities involving start up or new companies.  In seeking a business venture, management will base their decisions on the business objective of seeking long-term capital appreciation in the real value of our company.  We will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product.



In analyzing prospective business opportunities, management will consider the following factors:



·

available technical, financial and managerial resources;

·

working capital and other financial requirements;

·

the history of operations, if any;

·

prospects for the future;

·

the nature of present and expected competition;

·

the quality and experience of management services which may be available and the depth of the management;

·

the potential for further research, development or exploration;

·

the potential for growth and expansion;

·

the potential for profit;

·

the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.



Generally, our management will analyze all available factors and make a determination based upon a composite of available facts, without relying on any single factor.



Methods of Participation of Acquisition



Management will review specific business and then select the most suitable opportunities based on legal structure or method of participation.  Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transactions.  Management may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.



Procedures



As part of the our investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity.  We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.



We will generally ask to be provided with written materials regarding the business opportunity.  These materials may include the following:



·

descriptions of product, service and company history; management resumes;

·

financial information;

·

available projections with related assumptions upon which they are based;

·

an explanation of proprietary products and services;

·

evidence of existing patents, trademarks or service marks or rights thereto;

·

present and proposed forms of compensation to management;

·

a description of transactions between the prospective entity and its affiliates;

·

relevant analysis of risks and competitive conditions;

·

a financial plan of operation and estimated capital requirements;

·

and other information deemed relevant.



8





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Competition



We expect to encounter substantial competition in our efforts to acquire a business opportunity.  The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.



Employees



We do not currently have any employees but rely upon the efforts of our officer and director to conduct our business.  We do not have any employment or compensation agreements in place with our officers and directors although they are reimbursed for expenditures advanced on our behalf.



Description of Property.



We do not currently own any property.  We utilize office space in the residence of Fred Hall at no cost.  We will not seek independent office space until we pursue a viable business opportunity and recognize income.



Results of Operations for the Three-Month Periods Ended March 31, 2006 and 2005



The Company generated no revenue during the three-month periods ended March 31, 2006 and 2005.



General and administrative expenses for the three months ended March 31, 2006 were $9,154 compared to general and administrative expenses of $4,033 during the three-month period ended March 31, 2005. Expenses consisted of general corporate administration, legal and professional fees, and accounting and auditing costs. As a result of these factors, the Company realized a net loss of $9,154 for the three-month period ended March 31, 2006 and a net loss of $4,033 for the comparable period in 2005.



Liquidity and Capital Resources



At March 31, 2006, the Companys total assets consisted of $530 in cash.  There were $23,262 in liabilities consisting of accounts payable of $5,094, accrued expenses of $1,350, interest payable of $318 and a note payable to a related party of $16,500.



Subsequent to the date of this report, the Company converted the outstanding related notes payable owed to our President and sole Director, Fred Hall into 15,198,000 shares of restricted common stock of the Company.



The Company has no material commitments for the next twelve months. Currently the Company has a capital deficit and its current liquidity needs cannot be met with the cash on hand. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern.  In the past we have relied on advances from our president to cover our operating costs.   Management anticipates that we will receive sufficient advances from our president to meet our needs through the next 12 months.  However, there can be no assurances to that effect.  Our need for capital may change dramatically if we acquire an interest in a business opportunity during that period.  At present, we have no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that we will identify a business venture suitable for acquisition in the future.  Further, we cannot assure that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage any business venture we acquire.  Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.



Our current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company.





9





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ITEM 3.CONTROLS AND PROCEDURES



(a) Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer and our Chief Financial Officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.



(b) Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II  OTHER INFORMATION



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



Subsequent to the date of this report, the Company converted the outstanding related notes payable owed to our President and sole Director, Fred Hall into 15,198,000 shares of restricted common stock of the Company.  The securities were sold in a private transaction and issued in reliance of the exemption provided by Section 4(2) of the Securities Act of 1933.  The transaction did not involve any public offering or broker and no commissions were paid on the transaction.



ITEM 5.  OTHER INFORMATION



Effective April 19, 2006, the Companys sole officer and director, Ransford Sorensen, appointed Fred Hall as an officer and director of the Company and then resigned.  Fred Hall is now the sole officer and director of the Company.



Also on April 19, 2006, the Company converted the outstanding debt of $15,198 owed to Fred Hall for 15,198,000 shares of restricted common stock of the Company.



As a result of the above action, Mr. Hall now controls the Company.



Fred L. Hall, age 39, President and Director of the Company.  Mr. Hall currently owns and operates Little Brown Dog, LLC., a consulting business.  Between 1998 and 2001, Mr. Hall operated Cap's Sporting Goods Wholesale, Inc. whose principle focus was a sporting clays range located in Springville, UT and the sale of sporting goods wholesale products.  Mr. Hall received a bachelors degree from Utah Valley State College in Business with an emphasis in accounting.





10





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ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K



Reports on Form 8-K



Date

Items Reported



February 8, 2006

4.01 and 9.01



April 19, 2006

5.01 and 5.02



Exhibits



Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.



Exhibit No.

SEC Ref. No.

Title of Document

Location



1

31.1

Certification of the Principal Executive Officer/

Principal Financial Officer pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

Attached



2

32.1

Certification of the Principal Executive Officer/

Principal Financial Officer pursuant to U.S.C.

Section 1350 as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002*

Attached



*The Exhibit attached to this Form 10-QSB shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.



SIGNATURES



In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





LEARNING QUEST TECHNOLOGIES, INC.





Date: May 12, 2006

By: /s/  Fred Hall

Fred Hall

Chief Executive Officer and

Chief Financial Officer



11