**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
          10-KSB** **/A**


(x)
            
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT
                OF
              1934





For
                the
                fiscal year endedJune
                30, 2006





(
                )
            
            TRANSACTION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE
                ACT OF 1934





For
                the
                transaction period fromtoCommission
                File
                number333-134883





**MORTLOCK
                VENTURES INC.**(Exact
                name of Company as specified in
                charter)





Nevada
            98-0489800State
                or other jurisdiction of incorporation or organization
            (I.R.S.
                Employee I.D. No.)





102
                - 7281 Cambie StreetVancouver,
                British Columbia, Canada
            V36P
                3H4(Address
                of principal executive offices)
            (Zip
                Code)





Issuer’s
                telephone number1-604-324-1955Securities
                registered pursuant to Section 12(b) of the Act:





Title
                of each share
            Name
                of each exchange on which registeredNone
            None





Securities
                registered pursuant to Section 12 (g) of the Act:None(Title
                of Class)





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 a shorter period
      that Mortlock was required to file such reports), and (2) has been subject
      to
      such filing requirements for the past 90 days.





(1)
      Yes
      [X]  No
      [
      ]    (2)  Yes
      [X]
      No [ ]





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of Mortock Ventures Inc.’s knowledge, in definitive proxy
      or information statements incorporated by reference in Part III of this Form
      10-KSB or any amendment to this Form 10-KSB. [ ]





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


State
      issuer’s revenues for its most recent fiscal year:  $ -0-





State
      the
      aggregate market value of the voting stock held by nonaffiliates of Mortlock
      Ventures Inc. The aggregate market value shall be computed by reference to
      the
      price at which the stock was sold, or the average bid and asked prices of such
      stock, as of a specific date within the past 60 days.





As
      at
      June 30, 2006, the aggregate market value of the voting stock held by
      nonaffiliates is undeterminable and is considered to be 0.







-1-






**(ISSUER
      INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE
      YEARS)**





Not
      applicable





**(APPLICABLE
      ONLY TO CORPORATE COMPANYS)**





As
      of
      June 30, 2006, Mortlock Ventures Inc. has 4,800,000 shares of common stock
      issued and outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





Exhibits
      incorporated by reference are referred under Part IV.











-2-





**TABLE
      OF CONTENTS**





PART
      1


Page





ITEM
                1.
            Description
                of Business
            4ITEM
                2.
            Description
                of Property
            11ITEM
                3.
            Legal
                Proceedings
            14ITEM
                4.
            Submission
                of Matters to Vote of the Securities Holders
            14PART
                IIITEM
                5.
            Market
                for Common Equity and Related Stockholder Matters
            14ITEM
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            15ITEM
                7.
            FINANCIAL
                STATEMENTS
            17ITEM
                8.
            Changes
                in and Disagreement with Accountants on Accounting and Financial
                Disclosure
            17ITEM
                8A
            Controls
                and Procedures
            18PART
                IIIITEM
                9.
            Directors,
                Executive Officers, Promoters and Control Persons, Compliance with
                Section
                16 (a) of the Exchange Act
            18ITEM
                10.
            Executive
                Compensation
            21ITEM
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholders Matters
            23ITEM
                12.
            Certain
                Relationships and Related Transactions
            25PART
                IVITEM
                13.
            Exhibits
                and Reports on Form 8-K
            25ITEM
                14
            Principal
                Accountants Fees and Services
            26Signatures
            28











-3-











**PART
      1**




**ITEM
      1. DESCRIPTION OF BUSINESS**




**History
      and Organization**





Mortlock
      was incorporated as Mortlock Ventures Inc. by Articles of Incorporation dated
      September 19, 2005 pursuant to laws of the State of Nevada. Our executive
      offices are located at 102-7281 Cambie Street, Vancouver, British Columbia,
      Canada, V6P 3H4 (Tel: 604-324-1955). Presently, we have a wholly owned
      subsidiary called Mortlock Explorations Ltd., which was incorporated under
      the
      laws of British Columbia on October 24, 2005.




We
      have
      no current operations since we have not commenced any exploration work on the
      Tic- Tac-Toe mineral claim located near Stump Lake, British Columbia. In
      addition, we have no revenues and very limited operations since our
      incorporation. We acquired the Tic Tac Toe mineral claim by way of a Bill of
      Sale Absolute from Guy Richard Delorme on December 2, 2005. This Bill of Sale
      Absolute has not been filed with the Ministry and therefore the claims are
      still
      in the name of Guy Richard Delorne. We have not registered with the Ministry
      the
      Tic Tac Toe under Mortlock’s name due to not having transferred the claims even
      though Mortlock’s subsidiary has a free miners license and can hold the Tic Tac
      Toe claims in its own name. This will be done prior to an exploration program
      being performed on the Tic Tac Toe. In the meantime, the only way to ensure
      the
      Tic Tac Toe is not transferred to a third party without the knowledge of
      Mortlock is to have the Tic Tac Toe registered in the name of Mortlock. In
      addition, Mortlock does not own the land comprising the Tic Tac Toe but has
      only
      the rights to the minerals thereon. The land is owned by the Province of British
      Columbia; known as the Crown. We have the rights to all minerals below the
      overburden, being the dirt above the hard rock, except for coal which must
      be
      applied for under a separate license. We will not apply for the coal rights.
      In
      addition, we do not have the rights to any placer minerals; being particles
      of
      gold, gemstones or other heavy minerals of value contained within the
      overburden. To have the rights to placer minerals would result in us having
      to
“stake” the Tic Tac Toe specifically for placer minerals. We will obtain the
      placer rights only if, during our exploration program, we verify there are
      placer minerals of value on the Tic Tac Toe. There are no proven ore reserves
      on
      the Tic Tac Toe. Therefore, any expenses incurred in exploring the Tic Tac
      Toe
      are expensed during the period they are incurred.





Our
      auditors have expressed substantial doubt about our ability to continue as
      a
      going concern in their audit report dated August 25, 2006 attached to the
      financial statements dated June 30, 2006. We have cash of $10,315 as at June
      30,
      2006 and have liabilities of $11,528 of which $5,129 is owed to our directors.
      Since our inception we have incurred accumulated losses of $45,213. We
      anticipate minimum operating expenses for the next twelve months of $15,834
      (refer to page 16). It is extremely unlikely we will earn any revenue for a
      minimum of 5 years. We do not have any employees either full or part time
      although our President receives compensation of $1,000 per month for services
      he
      performs on behalf of Mortlock.





We
      currently have two officers that devote an immaterial amount of time to our
      business. For example, one of our officers devotes approximately 15 hours per
      month to our business and our other officer devotes approximately 10 hours
      per
      month to our business.





We
      will
      have to raise money to meet our obligations during the next twelve months in
      the
      amount of approximately $15,834 - refer to page 16.






-4-





We
      have a
      100 percent interest in the mineral rights on certain claims in British
      Columbia, Canada called the Tic-Tac-Toe mineral claims (the “Tic-Tac-Toe”). The
      claim consists of approximately 593 acres. It is located 93 miles south of
      Kamloops and 78 miles north of Merit, British Columbia. We have not yet
      undertaken any exploration work on the Tic-Tac-Toe. There is no assurance we
      will find a commercially viable mineral reserve on the Tic-Tac-Toe. The
      Tic-Tac-Toe is in good standing until December 2, 2006 at which time assessment
      work or cash in lieu of assessment work will have to be filed with the Ministry
      of Energy and Mines for the Province of British Columbia (the “Ministry”) in the
      amount of approximately $960 to keep it in good standing for a further twelve
      months.





On
      the
      Tic-Tac-Toe claim, Mortlock is focusing on precious metals; being gold and
      silver.





Management
      anticipates Mortlock’s shares will be qualified on the system of the National
      Association of Securities Dealers, Inc. (“NASD”) known as the OTC Bulletin Board
      (the “OTCBB”).





Mortlock
      has 4,800,000 shares outstanding.





Mortlock
      is responsible for filing various forms with the United States Securities and
      Exchange Commission (the “SEC”) such as Form 10-KSB and Form 10-QSB.





The
      shareholders may read and copy any material filed by Mortlock with the SEC
      at
      the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC, 20549.
      The shareholders may obtain information on the operations of the Public
      Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
      Internet site that contains reports, proxy and information statements, and
      other
      information which Mortlock has filed electronically with the SEC by assessing
      the website using the following address: http://www.sec.gov .
      Mortlock has no website at this time.





**Planned
      Business**





The
      following discussion should be read in conjunction with the information
      contained in the financial statements of Mortlock and the notes, which form
      an
      integral part of the financial statements, which are attached
      hereto.





The
      financial statements mentioned above have been prepared in conformity with
      accounting principles generally accepted in the United States of America and
      are
      stated in United States dollars.





Mortlock
      presently has minimal day-to-day operations; consisting mainly of maintaining
      the Tic-Tac-Toe claim in good standing and preparing the reports filed with
      the
      SEC as required.





**RISK
      FACTORS**





This
      Form
      10K-SB also contains forward-looking statements that involve risks and
      uncertainties. If any of the events or circumstances described in the following
      risks actually occurs, our business, financial condition, or results of
      operations could be materially adversely affected and the price of our common
      stock could decline, when and if it is ever quoted on the OTCBB.




***Our
      auditors have issued a going concern opinion and although our officers and
      directors have agreed to loan money to us, we may not be able to achieve our
      objectives since we do not have adequate capital and may have to suspend or
      cease exploration activity*** *.*




Our
      auditors have issued a going concern opinion. This means that there is doubt
      that we can continue as an ongoing business for the next twelve months. Despite
      the fact our officers and directors are willing to commit to loan or advance
      capital to us of approximately $25,000, their resources are limited. With their
      assistance, absent any other source of capital, we could manage to finance
      no
      more 12 months of our present operating expenses. If






-5-




we
      do not
      raise additional capital through the issuance of treasury shares, we believe
      we
      will be unable to conduct exploration activity beyond Phase I of the program
      recommended for the Tic Tac Toe claim. In the event we are unable to raise
      additional capital we may have to cease operations after completion of Phase
      I
      and go out of business.




***We
      lack an operating history and have losses which we expect to continue into
      the
      future. As a result, we may have to suspend or cease exploration activity or
      cease operations.***




While
      we
      were incorporated in 2005, we have not yet conducted any exploration activities.
      We have not generated any revenues. We have no exploration history upon which
      you can evaluate the likelihood of our future success or failure. Our net loss
      from inception to June 30, 2006, the date of our most recent audited financial
      statements is $45,213. Our ability to achieve profitability and positive cash
      flow in the future is dependent upon




*
            our
                ability to locate a profitable mineral property*
            our
                ability to locate an economic ore reserve*
            our
                ability to generate revenues*
            our
                ability to reduce exploration
                costs.




Based
      upon current plans, we expect to incur operating losses in future periods.
      This
      will happen because there are expenses associated with the research and
      exploration of our mineral property. We cannot guarantee we will be successful
      in generating revenues in the future. Failure to generate revenues may cause
      us
      to go out of business.




***We
      have no known ore reserves and we cannot guarantee we will find any gold and/or
      silver***  ***mineralization or, if we find gold and/or silver mineralization, that it may
      be
      economically extracted.. If we fail to find any gold and/or silver
      mineralization or if we are unable to find gold and/or silver mineralization
      that may be economically extracted, we will have to cease operations.***




We
      have
      no known ore reserves. Even if we find gold and/or silver ****** mineralization ****** we
      cannot
      guarantee that any gold and/or silver mineralization ****** will
      be
      of sufficient quantity so as to warrant recovery. Additionally, even if we
      find
      gold and/or silver mineralization ****** in
      sufficient quantity to warrant recovery, we cannot guarantee that the ore will
      be recoverable. Finally, even if any goldand/or silver ****** mineralization ****** is
      recoverable, we cannot guarantee that this can be done at a profit. Failure
      to
      locate gold deposits in economically recoverable quantities will cause us to
      cease operations.




***Because
      the probability of an individual prospect ever having reserves is extremely
      remote, in all probability our property does not contain any reserves, and
      any
      funds spent on exploration will be lost.***




Because
      the probability of an individual prospect ever having reserves is extremely
      remote, in all probability our sole property, the Tic Tac Toe claim, does not
      contain any reserves, and any funds spent on exploration will be lost. If we
      cannot raise further funds as a result, we may have to suspend or cease
      operations entirely which would result in the loss of your
      investment.






-6-





***Because
      our officers and directors do not have technical training or experience in
      starting, and operating an exploration company nor in managing a public company,
      we will have to hire qualified personnel to fulfill these functions. If we
      lack
      funds to retain such personnel, or cannot locate qualified personnel, we may
      have to suspend or cease exploration activity or cease operations which will
      result in the loss of your investment.***




One
      of
      our officers and directors is a professional engineer and geologist and has
      considerable experience exploring for minerals. However, none of our management
      team has experience starting and operating a mineral exploration company, nor
      do
      they have training in these areas. As a result their decisions and choices
      may
      not take into account standard managerial approaches mineral exploration
      companies commonly use. Consequently our ultimate financial success could suffer
      irreparable harm due to certain of management's lack of experience.
      Additionally, our officers and directors have no direct training or experience
      in managing and fulfilling the regulatory reporting obligations of a ‘public
      company’ like Mortlock. We will have to hire professionals to undertake these
      filing requirements for Mortlock and this will increase the overall cost of
      operations. As a result we may have to suspend or cease exploration activity,
      or
      cease operations altogether, which will result in the loss of your
      investment.




***If
      we don't raise enough capital for exploration, we will have to delay exploration
      or go out of business, which will result in the loss of your investment.***




We
      estimate that, with funding committed by our management combined with our cash
      on hand, we have sufficient cash to continue operations for twelve months
      provided we only carry out Phase I of our planned exploration activity. We
      are
      in the pre-exploration stage. We need to raise additional capital to undertake
      even Phase II of our planned exploration activity. You may be investing in
      a
      company that will not have the funds necessary to conduct any meaningful
      exploration activity due to our inability to raise additional capital. If that
      occurs we will have to delay exploration or cease our exploration activity
      and
      go out of business which will result in the loss of your investment.




***Since
      we are small and do not have much capital, we must limit our exploration and
      as
      a result may not find an ore body*** **.**  ***Without
      an ore body, we cannot generate revenues and you will lose your investment.***




The
      possibility of development of and production from our exploration property
      depends upon the results of exploration programs and/or feasibility studies
      and
      the recommendations of duly qualified professional engineers and geologists.
      We
      are small company and do not have much capital. We must limit our exploration
      activity unless and until we raise additional capital. Any decision to expand
      our operations on our exploration property will involve the consideration and
      evaluation of several significant factors beyond our control. These factors
      include, but are not limited to:




●
            
            Market
                price for the minerals to be produced;●
            
            Cost
                of bringing the property into production including exploration preparation
                of production feasibility studies and construction of production
                facilities;●
            
            Political
                climate and/or governmental regulations and controls;●
            
            Ongoing
                costs of production;●
            
            Availability
                and cost of financing; and●
            
            Environmental
                compliance regulations and
                restraints.







-7-






These
      types of programs require substantial capital. Because we may have to limit
      our
      exploration, we may not find an ore body, even though our property may contain
      mineralized material. Without an ore body, we cannot generate revenues and
      you
      will lose your investment.




***Because
      our officers and directors have other outside business activities and may not
      be
      in a position to devote a majority of their time to our exploration activity,
      our exploration activity may be sporadic which may result in periodic
      interruptions or suspensions of exploration*** .




Our
      President will be devoting only 15% of his time, approximately 24 hours per
      month, to our business. Our Chief Financial Officer and Secretary-Treasurer
      will
      be devoting only approximately 10% of his time, or 16 hours per month to our
      operations. However, once we begin to undertake exploration work on the Tic
      Tac
      Toe claim our CFO and Secretary-Treasurer, who is a professional engineer,
      is
      expected to devote almost full-time effort on behalf of the Company for the
      limited duration of the Phase I work program. Nevertheless, as a consequence
      of
      the limited devotion of time to the affairs of the Company expected from
      management, our business may suffer. For example, because our officers and
      directors have other outside business activities and may not be in a position
      to
      devote a majority of their time to our exploration activity, our exploration
      activity may be sporadic or may be periodically interrupted or suspended. Such
      suspensions or interruptions may cause us to cease operations altogether and
      go
      out of business.




***We
      may not have access to all of the supplies and materials we need to begin
      exploration which could cause us to delay or suspend exploration activity.***




We
      have
      made no attempt to locate or negotiate with any suppliers of products, equipment
      or materials. We will attempt to locate products, equipment and materials as
      and
      when we begin to undertake exploration activity, expected later this summer
      but
      in any event by October 15, 2006. Competition and unforeseen limited sources
      of
      supplies in the industry could result in occasional spot shortages of equipment
      and/or supplies we need to conduct our planned exploration work. If we cannot
      find the products and equipment we need, we will have to suspend our exploration
      plans until we do find the products and equipment we need.




***We
      may be unable to meet property maintenance requirements or acquire necessary
      mining licenses and thereby lose our interest in the Tic Tac Toe claim.***




In
      order
      to maintain ownership of in the Tic Tac Toe claim we must make an annual
      payment, or expend certain minimum amounts on the exploration of the mineral
      claim, in the amount of at least $857 ($960 Cdn.) by December 2 in each year,
      including 2006. Our failure to make such payment or expenditures within the
      time
      required will result in the loss of our interest in the Tic Tac Toe mineral
      claim. Even if we do make the annual payment in lieu of doing work because
      we
      are notable to obtain the necessary licenses to conduct mining operations on
      the
      property in a timely fashion, we would realize no benefit from our expenditure
      to maintain title to the property.




***No
      matter how much money is spent on the Tic Tac Toe claim, the risk is that we
      might never identify a commercially viable ore reserve.***





Over
      the
      coming years, we might expend considerable capital on exploration of the Tic
      Tac
      Toe claim without finding anything of value. It is very likely the Tic Tac
      Toe
      claim does not contain any reserves so any funds spent on exploration will
      probably be lost. No matter how much money is spent on the Tic Tac Toe claim,
      we
      might never be able to find a commercially viable ore reserve.








-8-







***Even
      if our property were found to contain a deposit, since we have not put a mineral
      deposit into production before, we will have to acquire outside expertise.
      If we
      are unable to acquire such expertise we may be unable to put our property into
      production and you may lose your investment.***




We
      have
      no experience in placing mineral deposit properties into production, and our
      ability to do so will be dependent upon using the services of appropriately
      experienced personnel or entering into agreements with other major resource
      companies that can provide such expertise. There can be no assurance that we
      will have available to us the necessary expertise when and if we place a mineral
      deposit into production. ******




***Mineral
      exploration and development activities are inherently risky and we may be
      exposed to environmental liabilities. If such an event were to occur it may
      result in a loss of your investment.***




The
      business of mineral exploration and extraction involves a high degree of risk.
      Few properties that are explored are ultimately developed into production.
      Most
      exploration projects do not result in the discovery of commercially mineable
      deposits of ore.  The Tic Tac Toe claim, our sole property, does not
      have a known body of commercial ore. Should our mineral claim be found to have
      commercial quantities of ore, we would be subject to additional risks respecting
      any development and production activities. Unusual or unexpected formations,
      formation pressures, fires, power outages, labour disruptions, flooding,
      explosions, cave-ins, landslides and the inability to obtain suitable or
      adequate machinery, equipment or labour are other risks involved in extraction
      operations and the conduct of exploration programs. We do not carry liability
      insurance with respect to our mineral exploration operations and we may become
      subject to liability for damage to life and property, environmental damage,
      cave-ins or hazards. There are also physical risks to the exploration personnel
      working in the rugged terrain of British Columbia, often in poor climatic
      conditions. Previous mining exploration activities may have caused environmental
      damage to the Tic Tac Toe claim. It may be difficult or impossible to assess
      the
      extent to which such damage was caused by us or by the activities of previous
      operators, in which case, any indemnities and exemptions from liability may
      be
      ineffective.




***Even
      with positive results during exploration, the Tic Tac Toe claim might never
      be
      put into commercial production due to inadequate tonnage, low metal prices
      or
      high extraction costs.***





We
      might
      be successful, during future exploration programs, in identifying a source
      of
      minerals of good grade but not in the quantity, the tonnage, required to make
      commercial production feasible. If the cost of extracting any minerals that
      might be found on the Tic Tac Toe claim is in excess of the selling price of
      such minerals, we would not be able to develop the claim. Accordingly even
      if
      ore reserves were found on the Tic Tac Toe claim, without sufficient tonnage
      we
      would still not be able to economically extract the minerals from the claim
      in
      which case we would have to abandon the Tic Tac Toe claim and seek another
      mineral property to develop, or cease operations altogether.








-9-







**Risks
      Associated with Ownership of our Shares:**




***Our
      officers and directors own a substantial amount of our common stock and will
      have substantial influence over our operations.***




Our
      directors and officers currently own 4,000,000 shares of common stock
      representing 83.4% of our outstanding shares. By having such a large percentage
      of the shares issued and having a controlling percentage, it is unlikely any
      shareholder or group of shareholders could replace the existing directors.
      As a
      result, they will have substantial influence over our operations and can effect
      certain corporate transaction without further shareholder approval. This
      concentration of ownership may also have the effect of delaying or preventing
      a
      change in control.




***Without
      a public market there is no liquidity for our shares and our shareholders may
      never be able to sell their shares which would result in a total loss of their
      investment.*** ****




Our
      common shares are not listed on any exchange or quotation system. There is
      no
      market for our shares. Consequently, our shareholders will not be able to sell
      their shares in an organized market place unless they sell their shares
      privately. If this happens, our shareholders might not receive a price per
      share
      which they might have received had there been a public market for our shares.
      With our registration statement becoming effective, we have made an application
      to NASD by having a participating market maker file a Form 211 on our behalf.
      We
      will not be quoted on the OTCBB if we are not current in our filings with the
      SEC.





We
      estimate it may take us between twelve to eighteen weeks to be approved for
      a
      quotation on the OTCBB. However, we cannot be sure we will ever be quoted on
      the
      OTCBB, in which case, there will be no liquidity for the shares of our
      shareholders.





***Even
      if a market*** **** ***develops
      for our shares our shares may be thinly traded, with wide share price
      fluctuations, low share prices and minimal liquidity.***





If
      a
      market for our shares develops, the share price may be volatile with wide
      fluctuations in response to several factors, including:





●
            Potential
                investors’ anticipated feeling regarding our results of
                operations;●
            Increased
                competition and/or variations in mineral prices;●
            Our
                ability or inability to generate future revenues; and●
            Market
                perception of the future of the mineral exploration
                industry.





In
      addition, if our shares are quoted on the OTCBB, our share price may be impacted
      by factors that are unrelated or disproportionate to our operating performance.
      Our share price might be affected by general economic, political and market
      conditions, such as recessions, interest rates or international currency
      fluctuations. In addition, even if our stock is approved for quotation by a
      market maker through the OTCBB, stocks traded over this quotation system are
      usually thinly


traded,
      highly volatile and not followed by analysts. These factors, which are not
      under
      our control, may have a material effect on our share price.





***We
      anticipate the need to sell additional treasury share in the future meaning
      that
      there will be a dilution to our existing shareholders resulting in their
      percentage ownership in the Company being reduced
      accordingly.***





We
      may
      seek additional funds is through the sale of our common stock. This will result
      in a dilution effect to our shareholders whereby their percentage ownership
      interest in the Company is reduced. The magnitude of this dilution effect will
      be determined by the number of shares we will have to issue in the future to
      obtain the funds required.








-10-







***Since
      our securities are subject to penny stock rules, you may have difficulty
      reselling your shares*** **.**




Our
      shares are "penny stocks" and are covered by Section 15(g) of the Securities
      Exchange Act of 1934 which imposes additional sales practice requirements on
      broker/dealers who sell the Company's securities including the delivery of
      a
      standardized disclosure document; disclosure and confirmation of quotation
      prices; disclosure of compensation the broker/dealer receives; and, furnishing
      monthly account statements. For sales of our securities, the broker/dealer
      must
      make a special suitability determination and receive from its customer a written
      agreement prior to making a sale. The imposition of the foregoing additional
      sales practices could adversely affect a shareholder's ability to dispose of
      his
      stock.





**Forward
      Looking Statements**





In
      addition to the other information contained in this Form 10K-SB, it contains
      forward-looking statements which involve risk and uncertainties. When used
      in
      this prospectus, the words “may”, “will”, “expect”, “anticipate”, “continue”,
“estimate”, “project”, “intend”, “believe” and similar expressions are intended
      to identify forward-looking statements regarding events, conditions and
      financial trends that may affect our future plan of operations, business
      strategy, operating results and financial position. Readers are cautioned that
      any forward-looking statements are not guarantees of future performance and
      are
      subject to risks and uncertainties and that actual results could differ
      materially from the results expressed in or implied by these forward-looking
      statements as a result of various factors, many of which are beyond our control.
      Any reader should review in detail this entire Form 10K-SB including financial
      statements, attachments and risk factors before considering an
      investment.




**ITEM
      2. DESCRIPTION OF PROPERTY**




**Our
      Mineral Property**




Particulars
      of the Tic Tac Toe claim, our sole mineral property, together with issues we
      face in conducting exploration work on the property, are as
      follows.




**Location
      and Access**




The
      Tic
      Tac Toe claim is located approximately 58 kilometers (36 miles) south of
      Kamloops, British Columbia, a town of approximately 80,000. The area covered
      by
      the Claim is an active mineral exploration and development region with plenty
      of
      heavy equipment and operators available for hire. Kamloops, and another nearby
      town, Merrit, provides all necessary amenities and supplies including, fuel,
      helicopter services, hardware, drilling companies and assay services. Access
      to
      our Claim is via major highway south from Kamloops followed by good secondary
      roads on private ranch land. No water is required for the purposes of our
      planned exploration work. No electrical power is required at this stage of
      exploration. Any electrical power that might be required in the foreseeable
      future could be supplied by gas powered portable generators.





The
      claim
      covers low rounded mountainous terrain as a well defined north-south trending
      hill approximately 2.5 miles long and from 1-1.5 miles wide. This feature has
      a
      relative relief of about 800 feet. Patches of conifer and deciduous tress
      interspersed with open range cover the property. The elevations of the claim
      ranges form 3,500 to 4,500 feet.





The
      general area experiences approximately 40 inches of precipitation annually
      of
      which 30 -35% may occur as snow equivalent. The winter weather is generally
      moderate with cold spells and frequent warming trends. The summer weather could
      be described as variable, some dry and hot and some cool and wet. The claim
      area
      is able to be worked essentially year round.






-11-





**Property
      Geology**





The
      property is underlain by a belt of volcanic and sedimentary rocks. To the west
      of the claim is an intrusion of a granodorite mass.





The
      predominant rock type on the property is a massive, typically structureless
      sequence of volcanic breccia. Interfingered in the breccia are thin andesite
      flows indicating past volcanic activity. Bleached pyritic alteration zones
      are
      associated with narrow quartz veins, some of which are anomalous in gold. The
      volcanic breccia is of interest and relevance to us as it is believed to be
      of a
      rock type that is similar to the nearby ‘Enterprise gold-silver vein system’,
      which system has recorded small scale, sporadic production from 1916 to 1944
      and
      is located on a adjacent property approximately 1.25 miles to the east of our
      property.





A
      sequence of unkown thickness of interbedded sandstone and shale underlies the
      eastern-most part of the property. A mass of ultramafic rock (another type
      of
      volcanic rock) occurs in the central portion of the property. Portions of the
      ultramafic rock have been altered on a zone which is at least 3,200 feet long
      and 650 feet wide. This alteration zone, described as ‘carbonatized zone’ is
      known to contain silver-gold mineralization.





**Previous
      Exploration**





The
      area
      covered by the property was originally prospected, with pits, trenches and
      shafts, during the late 1800’s.





In
      1979 a
      VLF-EM survey was conducted over a portion of the claim. It picked up evidence
      of a sulphide vein(s) at the edge of the carbonatized zone. Also in 1979 a
      soil
      geochemical survey outlined sporadic showings of gold and copper in association
      with the known carbonatized zone.





A
      Pulse
      EM survey was conducted in 1983 over a larger portion of the claim area and
      detected the potential for the property to host rock types which could contain
      gold and/or silver mineralization.





As
      well
      nine core drill holes (aggregating almost 3,000 feet) were drilled on the claim
      area in 1983. Although the drill results were uniformly disappointing it is
      believed that the drilling did not extend to a depth sufficient to intersect
      the
      host rock types sought.





Previous
      work indicates that the Tic Tac Toe claim covers an epithermal alteration zone
      similar geologically to the Enterprise vein system, a system located
      approximately 1.25 miles to the east of our property. This system produced
      a
      modest 77,600 tons of ore, intermittently, between 1916 and 1944.





Despite
      the inconclusive results obtained from previous work on the claim area, we
      have
      concluded that further exploration of the Tic Tac Toe claim is warranted




**Proposed
      Exploration Work - Plan of Operation**




Mr.
      Glen
      C. Macdonald, P. Geol., authored the "Geological Summary Report on the Tic
      Tac
      Toe Project” dated March, 2006 (the “Macdonald Report”), in which he recommended
      a phased exploration program to properly evaluate the potential of the claim.
      Mr. Macdonald is a registered Professional Geologist in good standing in the
      Association of Professional Engineers and Geoscientists
      of British Columbia and the Association of Professional Engineers of Alberta.
      He
      is a graduate of the University of British Columbia, Vancouver, B.C. with a
      Bachelor of Economics (1971) and Geology (1973). Mr. Macdonald has practiced
      his
      profession as a geologist continuously since 1973. He visited the area covered
      by our claim in 2004 and has worked on other mineral exploration projects in
      the
      immediate vicinity of our claim.






-12-






We
      must
      conduct exploration to determine what minerals exist on our property and whether
      they can be economically extracted and profitably processed. We plan to proceed
      with exploration of the Tic Tac Toe claim by completing Phase I of the work
      recommended in the Macdonald Report, in order to begin determining the potential
      for discovering commercially exploitable deposits of gold and /or silver on
      our
      claim.




We
      have
      not discovered any ores or reserves on the Tic Tac Toe claim, our sole mineral
      property. Our planned Phase I work is exploratory in nature.




The
      Macdonald Report concludes that the Tic Tac Toe property covers a structurally
      controlled epithermal alteration zone adjoining a the geologically similar
      Enterprise vein system. Mr. Macdonald recommends that further exploration work
      on the claim be directed to testing the potential for (i) epithermal
      mineralization at depth, and (ii) bulk mineable gold/silver occurrences near
      surface in the carbonatized zone




The
      Macdonald Report recommends a two-phase exploration program to properly evaluate
      the potential of the claim. Phase I work will consist of geological mapping,
      sampling and surveying (including whole rock chemical analysis) to determine
      the
      depositional depth represented by the current erosional surface and compare
      this
      environment to the nearby Enterprise vein sytem’s depositonal level. The
      objective is to estimate at what depth gold mineralization, should it exist,
      might be expected to occur on the Tic Tac Toe claim.




Phase
      I
      work will compare the two environments because, according to the Macdonald
      Report, it is probable that any mineralized zone on the Tic Tac Toe claim is
      at
      a considerably deeper level than the known Enterprise vein system due to known
      faulting on the claim in in the immediate area.




We
      anticipate, based on the estimate contained in the Macdonald Report, that Phase
      I work will cost $10,000. The Tic Tac Toe claim is located at an elevation
      of
      over 5,000 feet and is subject to cold winters with snowfall accumulations.
      Accordingly Phase I work can not be undertaken before summer 2006.




The
      recommended Phase II work is estimated to cost a further $15,000. At this point
      we have funds available to complete Phase I only. We will have to raise
      additional capital in order to carry out Phase II, work or any other work beyond
      Phase I. Particularly since we have a limited operating history, no reserves and no
      revenue, our ability to raise additional funds might be limited. If we are
      unable to raise the necessary funds, we would be required to suspend Mortlock’s
      operations and liquidate our company. See, particularly, ‘Risk Factors’- page 6.




There
      are
      no permanent facilities, plants, buildings or equipment on the Tic Tac Toe
      claim.




Mortlock’s
      Main Product





Mortlock’s
      primary product will be the sale of minerals, both precious and commercial.
      No
      minerals have been found to exist on the Tic-Tac-Toe claim and therefore the
      possibilities of obtaining a cash flow from the sale of minerals in the future
      might be remote.








-13-





Mortlock’s
      Exploration Facilities





Mortlock
      will be exploring and developing, if warranted, the Tic-Tac-Toe claim and does
      not plan to build any mill or smelter. During the exploration period, Mortlock
      can use tent facilities, during the summer months, to house its geological
      workers or it can obtain hotel accommodation in either the towns of Meritt
      or
      Kamloops, British Columbia.





Investment
      Policies





Mortlock
      does not have an investment policy at this time. Any excess funds it has on
      hand
      will be deposited in interest bearing notes such as term deposits or short
      term
      money instruments. There are no restrictions on what the director is able to
      invest or additional funds held by Mortlock. Presently Mortlock does not have
      any excess funds to invest.




**ITEM
      3. LEGAL PROCEEDINGS**




There
      are
      no legal proceedings to which Mortlock is a party or to which the Tic-Tac-Toe
      claim is subject, nor to the best of management’s knowledge are any material
      legal proceedings contemplated.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS**




There
      has
      been no Annual General Meeting of Stockholders since Mortlock’s date of
      inception. Management plans to hold an Annual General Meeting of Stockholders
      during 2006.




**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**







Since
      inception, there has been no established trading market for Mortlock’s common
      stock. Since its inception, Mortlock has not paid any dividends on its common
      stock, and Mortlock does not anticipate that it will pay dividends in the
      foreseeable future. As at June 30, 2006, Mortlock had 39 shareholders; two
      of
      these shareholders are an officers and director of Mortlock.





Option
      Grants and Warrants outstanding since Inception.





No
      stock
      options have been granted since Mortlock’s inception.





There
      are
      no outstanding warrants or conversion privileges for Mortlock’s
      shares.








-14-





**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




**Corporate
      Organization and History Within Last Five years**





Mortlock
      was incorporated under the laws of the State of Nevada on September 19, 2005
      under the name Mortlock Ventures Inc. Other
      than our wholly owned subsidiary Mortlock Explorations Ltd., (“Mortlock
      Canada”), Mortlock does not have any subsidiaries, affiliated companies or joint
      venture partners. Mortlock Canada was incorporated under the laws of British
      Columbia Canada on October 24, 2005 for the purpose of holding registered and
      beneficial title to our mineral property, the Tic Tac Toe claim, situated in
      British Columbia, Canada.





We
      have
      not been involved in any bankruptcy, receivership or similar proceedings since
      inception nor have we been party to a reclassification, merger, consolidation,
      or purchase or sale of a significant amount of assets not in the ordinary course
      of business other than the Tic Tac Toe mineral claim. We have no intention
      of
      entering into a merger or acquisition and we have a specific business plan
      to
      complete Phase I of our exploration program by no later than November 15, 2006.
      We do not foresee any circumstances that would cause us to alter our current
      business plan within the next twelve months.





**Business
      Development Since Inception**





We
      raised
      $4,000 in initial seed capital on October 2, 2005 in order to identify and
      acquire a mineral property that we consider holds the potential to contain
      gold
      and/or silver mineralization.





On
      January 6, 2006 we purchased, from Mr. Guy Delorme, an independent prospector
      of
      Vancouver, British Columbia, Canada, the Tic- Tac-Toe mineral claim. The Tic
      Tac
      Toe claim is situated in British Columbia, Canada. We took title to the Tic
      Tac
      Toe claim through our subsidiary Mortlock Canada. British Columbia requires
      that
      every ‘person’ who acquires mineral claims in the Province obtain a “Free
      Miner’s Certificate’. Mortlock Canada acquired a Free Miner’s Certificate for
      the sum of $446.





On
      March
      24, 2006 Mortlock closed a private placement pursuant to Regulation S of the
      Securities Act of 1933, whereby 800,000 common shares were sold at the price
      of
      $0.05 per share to raise $40,000.





In
      March
      2006 we engaged Glen MacDonald, P. Geol., to conduct a review and analysis
      of
      the Tic Tac Toe claim and the previous exploration work undertaken on the
      property and to recommend a mineral exploration program for the Tic Tac Toe
      claim. Mr. MacDonald’s report recommends a two-phase exploration program for the
      Tic Tac Toe claim.





We
      intend
      to undertake exploration work on the Tic Tac Toe claim. We are presently in
      the
      pre-exploration stage and there is no assurance that mineralized material with
      any commercial value exits on our property. We do not have any ore body and
      have
      not generated any revenues from our operations. Our planned exploration work
      is
      exploratory in nature. We are the registered and beneficial owner of a 100%
      interest in the Tic Tac Toe claim located in British Columbia, Canada.





Beneficial
      ownership of the Tic Tac Toe claim confers the rights to the minerals on the
      Tic
      Tac Toe claim except for placer minerals or coal. We do not own the land itself
      since it is held in the name of the “Crown”, i.e. the Province of British
      Columbia. We do not have the right to harvest any timber on the Tic Tac Toe
      claim.






-15-




The
      claim
      name, tenure number, expiry date, map sheet reference number and recorded owner
      of the Tic Tac Toe claim is as follows:





**Claim
                Name**
            **Tenure
                Record**
              **Number**
            **Expiry
                Date**
            **Owner**Tic-Tac-Toe
            523371
            Dec/02/2006
            Mortlock
                Explorations Ltd.





The
      Tic
      Tac Toe claim cover an area of approximately 240 hectares (approximately 593
      acres).


To
      keep
      the property in good standing, such that they do not expire on the date
      indicated in the preceding table, we must undertake exploration work on the
      Tic
      Tac Toe claim before the expiry date, or pay cash of approximately $857 ($960
      CDN) in lieu of doing exploration work, to the Province of British Columbia.
      This is an annual obligation. Failure to do either, each year, will result
      in
      the Tic Tac Toe claim reverting to the Province of British Columbia.




Additional
      information regarding the Tic Tac Toe claim can be found at the British Columbia
      government website located at http://www.mtonline.gov.bc.ca/ .




Money
      required over the next twelve months





We
      will
      require money to operate over the next twelve months. We have determined we
      will
      require the following funds:





Distribution
                of Funds
            Ref.
            AmountAccounting
                and audit
            (i)
            $
                7,500Exploration
                on the Tic-Tac-Toe
            (ii)
            10,000Office
            (iii)
            1,500Transfer
                agent’s fees
            (iv)
            75019,750Accounts
                payable to third parties
            (v)
            6,399Sub-total
            
            26,149Less:
                cash on hand - June 30, 2006
            
            (10,315)Funds
                need over next twelve months
            
            $15,834





(i)  Accounting
      and auditing





This
      represents the cost for the annual financial statements and various quarterly
      financial statements required for filling with the SEC now that Mortlock’s
      registration statement is effective..


Financial
              Statement
              Requirement
            Independent
              Accountant
            In-house
              Accountant
            Estimated
              Accounting
              and
              Auditing10Q-SB
                - Sept 30
            $
                500
            $
                750
            $
                1,25010Q-SB
                - Dec 31
            500
            750
            1,25010Q-SB
                - March 31
            500
            750
            1,25010KI-SB
                - June 30
            2,500
            1,250
            3,750Total
            $4,000
            $3,500
            $7,500








-16-





Our
      in-house accountant prepares the accounting records and draft financial
      statements for submission to Madsen & Associates, CPA’s Inc., our
      auditors.





(ii)  Exploration
      of the Tic-Tac-Toe





Prior
      to
      December 2006, Mortlock will have to undertake an exploration program on the
      Tic-Tac-Toe mineral claims and is expecting to undertake Phase I as set forth
      in
      the Macdonald geological report. This will cost Mortlock approximately $10,000.
      If Mortlock does not have the available funds on hand to undertake Phase I,
      management is prepared to advance this money in order to ensure this exploration
      program is completed.





(iii)  Office





Relates
      to photocopying, printing and courier charges in the preparation of working
      papers and other documents to be sent to our independent auditors,
      correspondence with our shareholders, general material for the office and
      miscellaneous expenses which will be incurred in the future but cannot yet
      be
      identified.





(iv)  Transfer
      agent’s fees





The
      annual fee charged by Empire Stock Transfer is $500.





With
      cash
      of $10,315 as at June 30, 2006, we will require additional funds during the
      next
      twelve months. To meet our future obligations we might have to issue treasury
      shares or accept advances from our director and officers. No decision has been
      made by our directors regarding any future issuance of our shares or the price
      per share.





**ITEM
      7. FINANCIAL STATEMENTS**




The
      financial statements of Mortlock are included following the signature page
      to
      this Form 10-KSB.





**ITEM
      8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**




During
      the period ended June 30, 2006, to the best of our knowledge, there have been
      no
      disagreements with Madsen & Associates CPA’s Inc. any matters of accounting
      principles or practices, financial statement disclosure, or audit scope
      procedures, which disagreement if not resolved to the satisfaction of Madsen
      & Associates CPA’s Inc. would have caused them to make a reference in
      connection with its report on the financial statements for the period ended
      June
      30, 2006.








-17-





**ITEM
      8A - CONTROLS AND PROCEDURES**




(a)  Evaluation
      of Disclosure Controls and Procedures





Our
      Chief
      Executive Officer and our Chief Financial Officer, after evaluating the
      effectiveness of Mortlock’s controls and procedures (as defined in the
      Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) as of the end
      of
      the period covered by this annual report on Form 10-KSB (the “Evaluation Date”),
      have concluded that as of the Evaluation Date, Mortlock’s disclosure controls
      and procedures were adequate and effective to ensure that material information
      relating to it would be made known to it by others, particularly during the
      period in which this annual report on Form 10-KSB was being
      prepared.





(b)  Changes
      in Internal Controls





There
      were no changes in Mortlock’s internal controls or in other factors that could
      affect its disclosure controls and procedures subsequent to the Evaluation
      Date,
      nor any deficiencies or material weaknesses in such disclosure controls and
      procedures requiring corrective actions.





**PART
      111**




**ITEM
      9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE
      WITH SECTION 16 (a) OF THE EXCHANGE ACT**




**Officers
      and Directors**




Each
      of
      our Directors serves until his successor is elected and qualified. Each of
      our
      officers is elected by the Board of Directors to a term of one (1) year and
      serves until his successor is duly elected and qualified, or until he is removed
      from office. The Board of Directors has no nominating or compensation
      committees.


The
      name,
      address, age and position of our officers and directors is set forth below:




**Name
                and**
              **Address**
            **Position(s****)**
            **Age**Michael
                Laidlaw
              #102
                - 7281 Cambie St
              Vancouver,B.C.,
                Canada, V6P 3H4
            Chief
                Executive
              Officer,
                President
              and
                Director (1)
            70William
                Timmins
              #3-950
                Lanfranco Rd.
              Kelowna,
                BC.Canada,
                V1W 3W8
            Chief
                Financial Officer,
              Chief
                Accounting
              Officer,
                Secretary-Treasurer and Director (2)
            68





(1)
            
            Michael
                Laidlaw was appointed a director on September 19, 2005, President
                and
                Principal Executive Officer on September 26, 2006.(2)
            
            William
                Timmins became a director on September 20, 2006 and was appointed
                Secretary Treasurer and Chief Financial Officer on September 26,
                2006.







-18-






**Background
      of officers and directors** ****




MICHAEL
      LAIDLAW has been the President and Director of the Company since September
      2005.
      Mr. Laidlaw worked in the stock brokerage business in the City of London,
      England for 32 years. Beginning as a stock broker in 1955, he joined senior
      management and took partnership positions at Vivian Gray & Company from 1965
      to 1984; then Giles & Overbury from 1984 to 1987. In 1987 Mr. Laidlaw, who
      still maintains a residence in the United Kingdom, relocated to Vancouver,
      British Columbia, where he has been self-employed as a corporate finance
      consultant providing advisory services to various Canadian and U.S based private
      and public companies. Mr. Laidlaw is a director and senior officer of Global
      Net
      Entertainment Corp. a Canadian public company formerly traded on the NEX board
      of the TSX Venture Exchange.





WILLIAM
      TIMMINS has been a director and Secretary Treasurer of the Company since
      September 2005. Mr. Timmins is a Professional Engineer, has been a consulting
      geologist for the past 39 years being a graduate in 1956 from the Provincial
      Institute of Mining in Haileybury, Ontario, Canada, and subsequent attending
      Michigan Technological University between 1962 and 1965 where he specialized
      in
      geology. In 1969 he was licensed by the Professional Engineers Association
      of
      British Columbia. Through his private company, WGT Consultants Ltd., his
      experience over the past 39 years has been in all aspects of mineral
      exploration, oil and gas exploration and development in Western Canada, United
      States, Central and South America, Australia and New Zealand. Over the past
      number of years, Mr. Timmins has been a directors and officer of a number of
      public corporations and is currently a director of Sidon International Resources
      Corporation, a Canadian public company trading on the TSX Venture Exchange.





None
      of
      our officers and directors work full time for our company. Michael Laidlaw
      spends approximately 24 hours a month on administrative and accounting matters.
      With recent work on the private placement of our common stock, this Registration
      Statement and because the Company intends to seek a quotation on the OTCBB
      in
      the near future Mr. Laidlaw’s time on Company affairs is expected to continue at
      this pace for the foreseeable future. As Secretary Treasurer, William Timmins
      spends approximately 16 hours per month on corporate matters. It is anticipated
      Mr. Timmins will spend more time on Mortlock’s business, including virtually
      full-time service during the period of conduct of our Phase I work program,
      as
      and when we prepare to undertake such exploration work.





None
      of
      our directors is an officer or director of a company registered under the
      Securities and Exchange Act of 1934.





**Board
      of Directors Audit Committee**




Below
      is
      a description of the Audit Committee of the Board of Directors. The Charter
      of
      the Audit Committee of the Board of Directors sets forth the responsibilities
      of
      the Audit Committee. The primary function of the Audit Committee is to oversee
      and monitor the Company’s accounting and reporting processes and the audits of
      the Company’s financial statements.




Our
      audit
      committee is comprised of Michael Laidlaw, our President and Chairman of the
      audit committee, and William Timmins our Chief Financial Officer and Secretary
      Treasurer neither of whom are independent. Neither Mr. Laidlaw nor Mr. Timmins
      can be considered an “audit committee financial expert” as defined in Item 401
      of Regulation S-B. The Company does not presently have, among its officers
      and
      directors, a person meeting these qualifications and given the our financial
      conditions, does not anticipate in seeking an audit committee financial expert
      in the near future. However Mr. Laidlaw, Chairman of the Audit Committee, has
      engaged the services of an independent Chartered Accountant as a consultant
      to
      provide advice to the Audit Committee as and when the committee meets to review
      the Company’s financial statements.






-19-





Apart
      from the Audit Committee, the Company has no other Board committees. Since
      inception on September 19 , 2005,
      our Board has conducted its business entirely by consent resolutions and has
      not
      met, as such. Our Audit Committee has held one meeting.





**Conflicts
      of Interest**





Apart
      from William Timmins, who is a director of Sidon Resources International
      Corporation, a company involved in the mineral exploration business, none of
      our
      officers and directors is a director or officer of any other company involved
      in
      the mining industry. However there can be no assurance such involvement will
      not
      occur in the future. Such present and potential future, involvement could create
      a conflict of interest.





To
      ensure
      that potential conflicts of interest are avoided or declared to Mortlock and
      its
      shareholders and to comply with the requirements of the Sarbanes Oxley Act
      of
      2002, the Board of Directors adopted, on March 5, 2004, a Code of Business
      Conduct and Ethics. Mortlock’s Code of Business Conduct and Ethics embodies our
      commitment to such ethical principles and sets forth the responsibilities of
      Mortlock and its officers and directors to its shareholders, employees,
      customers, lenders and other stakeholders. Our Code of Business Conduct and
      Ethics addresses general business ethical principles and other relevant issues.





**Significant
      Employees**





We
      have
      no paid employees as such. Our Officers and Directors fulfill many functions
      that would otherwise require Mortlock to hire employees or outside consultants.
      Although Mr. Timmins is a professional engineer/geologist, we anticipate
      engaging the services of workers to assist in the exploration of the Tic Tac
      Toe
      claim. We expect to engage a field worker(s) later this year to assist in
      conduct the Phase I exploration work to undertaken on the Tic Tac Toe claim
      by
      no later than October 15, 2006. Mr Timmins’ will be responsible for supervision
      of the geological work on our claim and, therefore, will be an integral part
      of
      our operations although he, along with any field workers we engage, will not
      be
      considered employees either on a full time or part time basis. This is because
      our exploration programs will not last more than a few weeks and once completed
      these individuals will no longer be required to fulfill such
      functions.





**Family
      Relationships**





Our
      President and our Chief Financial Officer and Secretary Treasurer are
      unrelated.





**Involvement
      in Certain Legal Proceedings**





To
      the
      knowledge of the Company, during the past five years, none of our directors
      or
      executive officers:





(1)
            has
                filed a petition under the federal bankruptcy laws or any state insolvency
                law, nor had a receiver, fiscal agent or similar officer appointed
                by the
                court for the business or property of such person, or any partnership
                in
                which he was a general partner at or within two years before the
                time of
                such filings;





(2)
            was
                convicted in a criminal proceeding or named subject of a pending
                criminal
                proceeding (excluding traffic violations and other minor
                offenses);





(3)
            was
                the subject of any order, judgment or decree, not subsequently reversed,
                suspended or vacated, of any court of competent jurisdiction, permanently
                or temporarily enjoining him from or otherwise limiting, the following
                activities:






-20-






(i)
      acting as a futures commission merchant, introducing broker, commodity trading
      advisor, commodity pool operator, floor broker, leverage transaction merchant,
      associated person of any of the foregoing, or as an investment advisor,
      underwriter, broker or dealer in securities, or as an affiliate person, director
      or employee of any investment company, or engaging in or continuing any conduct
      or practice in connection with such activity;




(ii)
      engaging in any type of business practice; or





(iii)
      engaging in any activities in connection with the purchase or sale of any
      security or commodity or in connection with any violation of federal or state
      securities laws or federal commodities laws;





(4)
            was
                the subject of any order, judgment, or decree, not subsequently reversed,
                suspended, or vacated, of any federal or state authority barring,
                suspending or otherwise limiting for more than 60 days the right
                of such
                person to engage in any activity described above under this Item,
                or to be
                associated with persons engaged in any such
                activities;





(5)
            was
                found by a court of competent jurisdiction in a civil action or by
                the SEC
                to have violated any federal or state securities law, and the judgment
                in
                such civil action or finding by the SEC has not been subsequently
                reversed, suspended, or vacated.





(6)
            was
                found by a court of competent jurisdiction in a civil action or by
                the
                Commodity Futures Trading Commission to have violated any federal
                commodities law, and the


judgment
      in such civil action or finding by the Commodity Futures Trading Commission
      has
      not been subsequently reversed, suspended or vacated.





**EXECUTIVE
      COMPENSATION**





We
      have
      not paid any executive compensation during the years since inception except
      as
      noted from the following summary:




**Summary
                Compensation Table**





Long
                Term Compensation





Annual
                Compensation
            Awards
            Payouts





(a)
            (b)
            (c)
            (e)
            (f)
            (g)
            (h)
            (i)Name
                and
              Principal
                position
            Year
            Salary
            Other
              annual
              Comp.
              ($)
            Restricted
              stock
              awards
              ($)
            Options/
              SAR
              (#)
            LTIP
              payouts
              ($)
            All
                other
              compen-
              sation
              ($)Michael
                Laidlaw
              Principal
                Executive,Officer,
                Presidentand
                Director
            2005
              2006
            2,000
              6,000
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-William
                Timmins
              Principal
                Financial Officer, Secretary Treasurerand
                Director
            2005-
              2006
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-







-21-




**Compensation
      of Directors and Officers**




We
      have
      no standard arrangement to compensate directors for their services in their
      capacity as directors. Directors are not paid for meetings attended. All travel
      and lodging expenses associated with corporate matters are reimbursed by us,
      if
      and when incurred.





Our
      President has received monthly, commencing November 1, 2005, the sum of $1,300
      made up of a management fee of $1,000 and, a rent allowance of $ 300 (for
      providing an office for the Company).





Employment
      Agreements with Executive Officers and Directors





There
      are
      no employment agreements with any officers or directors. None of our directors
      have been paid any compensation in either cash or shares since the inception
      of
      Mortlock.





Employment
      Contracts and Termination of Employment Agreements





We
      do not
      have any employment contracts with any of our directors or officers or any
      other
      individual proposed to be an officer or director. There are no compensation
      agreements in the event one or more of our officers or directors terminates
      his
      involvement with Mortlock.





Stock
      Option Plan





We
      have
      never established any form of stock option plan for the benefit of our
      directors, officers or future employees. We do not have a long-term incentive
      plan nor do we have a defined benefit, pension plan, profit sharing or other
      retirement plan.





Bonuses
      and Deferred Compensation





None





Compensation
      Pursuant to Plans





None





Pension
      Table





None





Termination
      of Employment





There
      are
      no compensatory plans or arrangements, including payments to be received from
      Mortlock, with respect to any person named in Cash Consideration set out above
      which would in any way result in payments to any such person because of his
      resignation, retirement, or other termination of such person’s employment with
      Mortlock or its subsidiaries, or any change in control of Mortlock, or a change
      in the person’s responsibilities following a change in control of
      Mortlock.





**Compliance
      with Section 16 (a) of the Exchange Act**





Mortlock
      knows of no director, officer, beneficial owner of more than ten percent of
      any
      class of equity securities of Mortlock’s registered pursuant to Section 12
      (“Reporting Person”) that failed to file any reports required to be furnished
      pursuant to Section 16(a). Both our Directors have filed a Form 3 with the
      SEC
      during the period.






-22-






The
      following table sets forth as at August 25, 2006, the name and position of
      each
      Reporting Person that filed any reports required pursuant to Section 16 (a)
      during the most recent fiscal year.





**Name
                of Director and Officer**
            **Form
                filed**
            **Date
                of Filing**Michael
                Laidlaw
            3
            July
                28, 2006William
                Timmins
            3
            July
                31, 2006







**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDERS MATTERS**




The
      following table sets forth, as at August 25, 2006, the total number of shares
      owned beneficially by each of our directors, officers and key employees,
      individually and as a group, and the present owners of 5% or more of our total
      outstanding shares. The shareholder listed below has direct ownership of his/her
      shares and possesses sole voting and dispositive power with respect to the
      shares.




**Title
                or****Class**
            **Name
                and Address of**
              **Beneficial
                Owner****(1)**
            **Amount
                of**
              **Beneficial**
              ******Ownership
                (2)**
            **Percent
                of**
              **Class**Common
              Stock
            Michael
                Laidlaw
              #102
                - 7281 Cambie Street, Vancouver, B.C., Canada,V6P
                3H4
            2,500,000
            52.09%Common
              Stock
            William
                Timmins
              3394
                Williams Avenue,
              North
                Vancouver, B.C., Canada,V7K
                2Z6.
            1,500,000
            31.25%CommonStock
            Directors
                and Officers as aGroup
                (2 persons)
            4,000,000
            83.34%





(1)
            Unless
                otherwise noted, the security ownership disclosed in this table is
                of
                record and beneficial.





(2)
            Under
                Rule 13-d of the Exchange Act, shares not outstanding but subject
                to
                options, warrants, rights, conversion privileges pursuant to which
                such
                shares may be acquired in the next 60 days are deemed to be outstanding
                for the purpose of computing the percentage of outstanding shares
                owned by
                the person having such rights, but are not deemed outstanding for
                the
                purpose of computing the percentage for such other persons. None
                of our
                officers or directors has options, warrants, rights or conversion
                privileges outstanding.





We
      do not
      know of any other shareholder who has more than 5 percent of the issued
      shares.





The
      number of shares under Rule 144 is 4,000,000.





Our
      two
      largest shareholders, Michael Laidlaw and William Timmins, own, collectively,
      4,000,000 issued and outstanding shares of our common stock. These shares are
      “restricted shares” as that term is defined in Rule 144 of the Rules and
      Regulations of the SEC promulgated under the Securities Act. Under Rule 144,
      shares can be publicly sold, subject to volume restrictions and restrictions
      on
      the manner of sale, commencing one year after their acquisition.






-23-





There
      are
      no voting trusts or similar arrangements known to us whereby voting power is
      held by another party not named herein. We know of no trusts, proxies, power
      of
      attorney, pooling arrangements, direct or indirect, or any other contract
      arrangement or device with the purpose or effect of divesting such person or
      persons of beneficial ownership of our common shares or preventing the vesting
      of such beneficial ownership.





Description
      of Our Securities





We
      have
      only common shares authorized and there are no preferred shares or other forms
      of shares. Our authorized common stock consists of 200,000,000 shares of common
      stock, par value $0.001 per share. The holders of our common stock:





-
            have
                equal ratable rights to dividends from funds legally available therefore,
                when, as, and if declared by our Board of
                Directors;





-
            are
                entitled to share ratably in all of the assets of Mortlock available
                for
                distribution upon winding up of the affairs of Mortlock;
                and





-
            do
                not have preemptive, subscription or conversion rights and there
                are no
                redemption or sinking fund provisions or rights;
                and





-
            are
                entitled to one non-cumulative vote per share on all matters on which
                shareholders may vote at all meetings of
                shareholders.





The
      shares of common stock do not have any of the following rights:





-  preference
      as to dividends or interest;





-  preemptive
      rights to purchase in new issues of shares;





-  preference
      upon liquidation; or





-  any
      other
      special rights or preferences.




All
      our
      shares of commons stock now issued and outstanding are fully paid and
      non-assessable.





Convertible
      Securities





The
      shares are not convertible into any other securities.





Non-Cumulative
      Voting.





The
      holders of shares of our common stock do not have cumulative voting rights,
      which means that the holders of more than 50% of such outstanding shares, voting
      for the election of directors, can elect all of the directors to be elected,
      if
      they so choose. In such event, the holders of the remaining shares will not
      be
      able to elect any of our directors. Our directors and officers have 83.34
      percent of the shares outstanding making it impossible for any shareholder
      or
      group of shareholders to accumulate sufficient votes of shares from other
      shareholders to change our directors.








-24-







**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**




**Transactions
      with Management and Others**





Except
      as
      indicated below, there were no material transactions, or series of similar
      transactions, since inception of Mortlock, or any currently proposed
      transactions, or series of similar transactions, to which Mortlock was or is
      to
      be a party, in which the amount involved exceeds $60,000, and in which any
      director or executive officer, or any security holder who is known by Mortlock
      to own of record or beneficially more than 5% of any class of Mortlock’s common
      stock, or any member of the immediate family of any of the foregoing persons,
      has an interest.





**Indebtedness
      of Management**





There
      were no material transactions, or series of similar transactions, since
      inception of Morlock, or any currently proposed transactions, or series of
      similar transactions, to which Mortlock was or is to be a part, in which the
      amount involved exceeded $60,000 and in which any director or executive officer,
      or any security holder who is known to Mortlock to own of record or beneficially
      more than 5% of the common shares of Mortlock’s capital stock, or any member of
      the immediate family of any of the foregoing persons, has an
      interest.





**Transactions
      with Promoters**





Mortlock
      does not have promoters and has no transactions with any promoters.





**PART
      IV**




**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**




(a)
      (1)   **Financial
      Statements.**





The
      following financial statements are included in this report:





Title
                of Document
            PageReport
                of Madsen & Associates, CPA’s Inc.
            29Consolidated
                Balance Sheets as at June 30, 2006
            30Consolidated
                Statements of Operations for the period from September 19, 2005(date
                of inception) to June 30, 2006
            31Consolidated
                Statement of Changes in Shareholders’ Equity for the period from September
                19, 2005 (date of inception) to June 30, 2006
            32Consolidated
                Statements of Cash Flows for the period ended September 19, 2005
                (date of
                inception) to June 30, 2006
            33Notes
                to the Consolidated Financial Statements
            34








-25-





(a)
      (2) **Financial
      Statement Schedules**





The
      following financial statement schedules are included as part of this
      report:





None.





(a)
      (3) **Exhibits**





The
      following exhibits are included as part of this report by
      reference:





3
            
            Corporate
                Charter (incorporated by reference from Mortlock’s Registration Statement
                on Form SB-2 filed on June 9, 2006, Registration No.
                333-134883)3
                (i)Articles
                of Incorporation (incorporated by reference from Mortlock’sRegistration
                Statement on Form SB-2 filed on June 9, 2006, RegistrationNo.333-134883)3
                (ii)By-laws
                (incorporated by reference from Mortlock’s Registration Statementon
                Form SB-2 filed on June 9, 2006, Registration No.
                333-134883)4
            
            Stock
                Specimen (incorporated by reference from Mortlock’s Registration Statement
                on Form SB-2 filed on June 9, 2006, Registration No.
                333-134883)10.1
            
            Transfer
                Agent and Registrar Agreement (incorporated by reference from Mortlock’s
                Registration Statement on Form SB-2 filed on June 9, 2006 Registration
                No.
                333-134883)




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**


(1)  Audit
      Fees





The
      aggregate fees billed by the independent registered accountants for the period
      ended June 30, 2006 for professional services for the audit of Mortlock interim
      as of March 31, 2006 and annual financial statements as at June 30, 2006 and
      services that are normally provided by the accountants in connection with
      statutory and regulatory filings or engagements for those period years were
      as
      follows: $2,500 for March 31, 2006 and $2,500 for June 30, 2006.





(2)  Audit-Related
      Fees





The
      aggregate fees billed in each of the two periods mentioned above for assurance
      and related services by the principal accountants that are reasonably related
      to
      the performance of the audit or review of Mortlock’s financial statements and
      are not reported under Item 9 (e)(1) of Schedule 14A was NIL.





(3)  Tax
      Fees





The
      aggregate fees billed in June 30, 2006 for professional services rendered by
      the
      principal accountants for tax compliance, tax advice, and tax planning was
      NIL.








-26-








(4)  All
      Other Fees





During
      the period from inceptions to June 30, 2006 there were no other fees charged
      by
      the principal accountants other than those disclosed in (1) and (3)
      above.





(5)  Audit
      Committee’s Pre-approval Policies





At
      the
      present time, there are not sufficient directors, officers and employees
      involved with Mortlock to make any pre-approval policies meaningful. Once
      Mortlock has elected more directors and appointed directors and non-directors
      to
      the Audit Committee it will have meetings and function in a meaningful
      manner.





(6)  Audit
      hours incurred





The
      principal accountants did not spend greater than 50 percent of the hours spent
      on the accounting by Mortlock’s internal accountant.








-27-








**SIGNATURES**







In
          accordance with Section 13 or 15(d) of the Exchange Act, the registrant
          caused
          this report to be signed on its behalf by the undersigned, thereunto duly
          authorized.
 
 **MORTLOCK
          VENTURES
          INC.**
 (Registrant)
  By: MICHAEL LAIDLAW
 Chief
          Executive
          Officer,
 President
          and
          Director
 
 Date:  October
          20, 2006
 
 In
          accordance with the Exchange Act, this report has been signed below by
          the
          following persons on behalf of the registrant and in the capacities and
          on the
          dates indicated.
  By: MICHAEL LAIDLAW
 Chief
          Executive
          Officer
 President
          and
          Director
 
 Date:  October
          20, 2006
 
 
  By:WILLIAM TIMMINS
 Chief
          Accounting
          Officer,
 Chief
          Financial
          Officer and Director








-28-










**MADSEN
                & ASSOCATES, CPA’s INC.**
            684
                East Vine Street, #3Certified
                Public Accountants and Business Consultants Board
            Murray,
                Utah, 84107Telephone:
                801-268-2632Fax:
                801-262-3978





Board
      of
      Directors


Mortlock
      Ventures Inc. and Subsidiary


Vancouver
      B. C. Canada





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





We
      have
      audited the accompanying consolidated balance sheet of Mortlock Ventures Inc.
      and Subsidiary (pre- exploration stage company) at June 30, 2006, and the
      consolidated statement of operations, stockholders' equity, and cash flows
      for
      the period September 19, 2005 to June 30, 2006. These financial statements
      are
      the responsibility of the Company's management. Our responsibility is to express
      an opinion on these financial statements based on our audits.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes assessing the
      accounting principles used and significant estimates made by management as
      well
      as evaluating the overall balance sheet presentation. We believe that our audits
      provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Mortlock Ventures Inc. and
      subsidiary at June 30, 2006, and the results of operations, and cash flows
      for
      the period September 19, 2005 (date of inception) to June 30, 2006, in
      conformity with accounting principles generally accepted in the United States
      of
      America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company will need additional working
      capital to service its debt and for its planned activity, which raises
      substantial doubt about its ability to continue as a going concern.





Management's
      plans in regard to these matters are described in the notes to the financial
      statements. These financial statements do not include any adjustments that
      might
      result from the outcome of this uncertainty.








Murray,
      Utah     MADSEN
      & ASSOCIATES CPA’s INC.


August
      25, 2006








-29-







**MORTLOCK
      VENTURES INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**CONSOLIDATED
      BALANCE SHEETS**


June
      30,
      2006





**ASSETS****CURRENT
                ASSETS**Cash
            **$****10,315**Total
                Current Assets
            **$****10,315****LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                LIABILITIES**Accounts
                payable
            **$
                6,399**Accounts
                payable - related parties
            **5,129**Total
                Current Liabilities
            **11,528****STOCKHOLDERS’
                DEFICIENCY**Common
                stock200,000,000
                shares authorized, at $0.001 par value;4,800,000
                shares issued and outstanding
            **4,800**Capital
                in excess of par value
            **39,200**Deficit
                accumulated during the pre-exploration stage
            **(45,213)**Total
                Stockholders’ Deficiency
            **(1,213)****$****10,315**











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








-30-








**MORTLOCK
      VENTURES INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


For
      the
      period from September 19, 2005 (date of inception) to June 30, 2006





**REVENUES**
            **$****-****EXPENSES**Exploration
                costs
            **3,489**Administrative
            **41,724****NET
                LOSS FROM OPERATIONS**
            **$****(45,213)****NET
                LOSS PER COMMON SHARE**Basic
                and diluted
            **$****(0.01)********AVERAGE
                OUTSTANDING SHARES**Basic
            **4,278,873**





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








-31-










**MORTLOCK
      VENTURES INC. AND SUBSIDIARY**


**(Pre-Exploration
      Stage Company)**


**CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY**


**Period**  **September
      19, 2005 (date of inception) to June 30, 2006**





Common
                Shares
            StockAmount
            Capital
                in
              Excess
                ofPar
                Value
            AccumulatedDeficit**Balance
                September 19, 2005**
            -
            $
                -
            $
                -
            $
                -Issuance
                of common shares for cash at$0.001
                - October 2, 2005
            4,000,000
            4,000
            -
            -Issuance
                of common shares for cash at$0.05
                - March 24, 2006
            800,000
            800
            39,200
            -Net
                operating loss for the periodEnded
                June 30, 2006
            -
            -
            -
            (45,213)**Balance
                as at June 30, 2006**
            ******4,800,000******
            **$****4,800**
            **$****39,200**
            **$****(45,213)**





The
      accompanying notes are an integral part of these financial
      statements








-32-







**MORTLOCK
      VENTURES INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**





For
      the
      period from September 19, 2005 (date of inception) to June 30, 2006





**CASH
                FLOWS FROM****OPERATING
                ACTIVITIES:**Net
                loss
            **$
                (45,213)**Adjustments
                to reconcile net loss tonet
                cash provided byoperating
                activities:Changes
                in accounts payable
            **6,399**Net
                Cash Provided (Used) in Operations
            **(38,814)****CASH
                FLOWS FROM****INVESTING
                ACTIVITIES:**
            **-****CASH
                FLOWS FROM FINANCING****ACTIVITIES**Change
                in account payable - related parties
            **5,129**Proceeds
                from issuance of common stock
            **44,000****49,129**Net
                Increase (Decrease) in Cash
            **10,315**Cash
                at Beginning of Period
            **-********CASH
                AT END OF PERIOD**
            **$****10,315**














The
      accompanying notes are an integral part of these financial
      statements








-33-








**MORTLOCK
      VENTURES INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


June
      30,
      2006





**1.**  **ORGANIZATION**





The
      Company, Mortlock Ventures Inc. was incorporated under the laws of the State
      of
      Nevada on September 19, 2005 with the authorized capital stock of 200,000,000
      shares at $0.001 par value. The Company organized its wholly owned subsidiary,
      Mortlock Explorations Ltd., which was incorporated in British Columbia on
      October 24, 2005.





The
      Company was organized for the purpose of acquiring and developing mineral
      properties. At the report date mineral claims, with unknown reserves, had been
      acquired. The Company has not established the existence of a commercially
      minable ore deposit and therefore has not reached the development stage and
      is
      considered to be in the pre-exploration stage.





The
      Company and its subsidiary have elected June 30 as its fiscal year
      end.





**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





Accounting
      Methods





The
      Company recognizes income and expenses based on the accrual method of
      accounting.





Dividend
      Policy





The
      Company has not yet adopted a policy regarding payment of
      dividends.





Basic
                and Diluted Net Income (loss) Per
                Share





Basic
                net income (loss) per share amounts are computed based on the weighted
                average number of shares actually outstanding. Diluted net income
                (loss)
                per share amounts are computed using the weighted average number
                of common
                and common equivalent shares outstanding as if shares had been issued
                on
                the exercise of the common share rights unless the exercise becomes
                antidilutive and then only the basic per share amounts are shown
                in the
                report.





Principles
      of Consolidation





The
      accompanying consolidated financial statements include the accounts of Mortlock
      Ventures Inc (parent) and its subsidiary from their inception. All significant
      intercompany accounts and balances have been eliminated in
      consolidation.





Evaluation
      of Long-Lived Assets





The
      Company periodically reviews its long term assets and makes adjustments, if
      the
      carrying value exceeds fair value.







-34-






**MORTLOCK
      VENTURES INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


June
      30,
      2006





**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES - Continued**





Income
      Taxes




The
      Company utilizes the liability method of accounting for income taxes. Under
      the
      liability method deferred tax assets and liabilities are determined based on
      differences between financial reporting and the tax bases of the assets and
      liabilities and are measured using the enacted tax rates and laws that will
      be
      in effect, when the differences are expected to be reversed. An allowance
      against deferred tax assets is recorded, when it is more likely than not, that
      such tax benefits will not be realized.





On
      June
      30, 2006, the Company had a net operating loss carry forward of $45,213 for
      income tax purposes. The tax benefit of approximately $13,600, from the loss
      carry forward has been fully offset by a valuation reserve because the future
      tax benefit is undeterminable since the Company is unable to establish a
      predictable projection of operating profits for future years. Losses expire
      in
      2026.





Foreign
      Currency Translations





Part
      of
      the transactions of the Company were completed in Canadian dollars and British
      Pounds Sterling and have been translated to US dollars as incurred, at the
      exchange rate in effect at the time, and therefore, no gain or loss from the
      translation is recognized. The functional currency is considered to be US
      dollars.





Revenue
      Recognition





Revenue
      is recognized on the sale and delivery of a product or the completion of a
      service provided.





Advertising
      and Market Development





The
      company expenses advertising and market development costs as
      incurred.





Financial
      Instruments





The
                carrying amounts of financial instruments are considered by management
                to
                be their fair value to their short term
                maturities.





Estimates
      and Assumptions





Management
      uses estimates and assumptions in preparing financial statements in accordance
      with general accepted accounting principles. Those estimates and assumptions
      affect the reported amounts of the assets and liabilities, the disclosure of
      contingent assets and liabilities, and the reported revenues and expenses.
      Actual results could vary from the estimates that were assumed in preparing
      these financial statements.








-35-











**MORTLOCK
      VENTURES INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


June
      30,
      2006





**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES - Continued**




Statement
                of Cash Flows





For
                the purposes of the statement of cash flows, the Company considers
                all
                highly liquid investments with a maturity of three months or less
                to be
                cash equivalents.





Unproven
      Mining Claim Costs





Cost
      of
      acquisition, exploration, carrying and retaining unproven properties are
      expensed as incurred.





Environmental
                Requirements





At
                the report date environmental requirements related to the mineral
                claim
                acquired are unknown and therefore any estimate of any future cost
                cannot
                be made.





Financial
      Instruments





The
      carrying value of financial instruments, including cash and accounts payable,
      are considered by management to be their estimated fair value.





Recent
      Accounting Pronouncements





The
      Company does not expect that the adoption of other recent accounting
      pronouncements will have a material impact on its financial
      statements.





**3.**  **AQUISITION
      OF UNPROVEN MINERAL CLAIM**





The
                Company acquired a mineral claim, known as the Tic-Tac-Toe Group
                of
                claims, situated near Merit, British Columbia, with an expiration
                date of
                December 2, 2006. The claims may be extended yearly by the payment
                of $960
                Cdn or the completion of work on the property of $960 Cdn. plus a
                filing
                fee. On the date of this report the Company had not established the
                existence of a commercially minable ore deposit on the claims.





**4.**  **SIGNIFICANT
      TRANSACTIONS WITH RELATED PARTY**





Officers-directors
      have acquired 83% of the common stock issued and have made no interest, demand
      loans to the Company of $5,129.





The
      President of the Company is compensated for his services in the amount of a
      total $1,000 per month starting November 1, 2005.











-36-








**MORTLOCK
      VENTURES INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


June
      30,
      2006





**5.**  **CAPITAL
      STOCK**





During
      October 2005, the Company completed a private placement of 4,000,000 common
      shares for $4,000 to its directors and a private placement of 800,000 common
      shares for $40,000.





**6.**  **GOING
      CONCERN**





The
      Company intends to seek business opportunities that will provide a profit.
      However, the Company does not have the working capital necessary to be
      successful in this effort and to service its debt, which raises substantial
      doubt about its ability to continue as a going concern.





Continuation
      of the Company as a going concern is dependent upon obtaining additional working
      capital and the management of the Company has developed a strategy, which it
      believes will accomplish this objective through additional loans from related
      parties, and equity funding, which will enable the Company to operate for the
      coming year.








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