**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-KSB**





(Mark
      One)





**[X]**
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      fiscal year ended December 31, 2006.





**[  
                ]**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      transition period from ________ to _________




Commission
      File No. 0 -50366








**Conscious
      Intention, Inc.**


(Name
      of
      small business issuer in its charter)





Nevada
            94-3409449(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)6620
                Lake Washington Boulevard, Suite 301, Kirkland, Washington
            98033(Address
                of principal executive offices)
            (Zip
                Code)








Issuer’s
      telephone number(604)
      505-1085





**Securities
      registered under Section 12(b) of the Exchange Act:**





None





**Securities
      registered under Section 12(g) of the Exchange Act:**





Common
      Stock, $0.001 par value


(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 such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.  **Yes
      [X]    No [  ]**





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’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 [  ]**




Revenues
      for the fiscal year ended December 31, 2006 were $0.




As
      of
      April 12, 2007, there was no market for the voting and non-voting common equity
      of the registrant from which to compute the aggregate market value of such
      common equity. Based on the registrant’s last financing, at $0.009244 per share,
      the approximate aggregate market value of the voting and non-voting common
      equity held by non-affiliates is $3,513.





As
      at
      April 12, 2007, the registrant had outstanding 9,970,000 shares of common stock,
      par value $0.001, of which there is only a single class.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None





Transitional
      Small Business Disclosure Format (Check one): **Yes
      [  ]    No [X]**








**TABLE
      OF CONTENTS**





**Page**
              **Number****PART
                I**ITEM 1.
            Description
                of Business.
            3ITEM 2.
            Description
                of Property.
            3ITEM 3.
            Legal
                Proceedings.
            4ITEM 4.
            Submission
                of Matters to a Vote of Security Holders.
            4**PART
                II**ITEM 5.
            Market
                for Common Equity and Related Stockholder Matters.
            5ITEM 6.
            Management’s
                Discussion and Analysis or Plan of Operation.
            5ITEM 7.
            Financial
                Statements.
            F-1ITEM 8.
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure.
            9ITEM 8A.
            Controls
                and Procedures.
            9ITEM 8B.
            Other
                Information.
            9**PART
                III**ITEM 9.
            Directors,
                Executive Officers, Promoters and Control Persons and Corporate
                Governance; Compliance With Section 16(a) of the Exchange
                Act.
            10ITEM 10.
            Executive
                Compensation.
            11ITEM 11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.
            12ITEM 12.
            Certain
                Relationships and Related Transactions, and Director
                Independence.
            12ITEM 13.
            Exhibits.
            13ITEM 14.
            Principal
                Accountant Fees and Services.
            14











2





**PART
      I**





**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**





This
      Form
      10-KSB, press releases and certain information provided periodically in writing
      or verbally by our officers or our agents contain statements which constitute
      forward-looking statements. The words “may”, “would”, “could”, “will”, “expect”,
“estimate”, “anticipate”, “believe”, “intend”, “plan”, “goal”, and similar
      expressions and variations thereof are intended to specifically identify
      forward-looking statements. These statements appear in a number of places in
      this Form 10-KSB and include all statements that are not statements of
      historical fact regarding the intent, belief or current expectations of us,
      our
      directors or our officers, with respect to, among other things: (i) our
      liquidity and capital resources; (ii) our financing opportunities and plans;
      (iii) our ability to generate revenues; (iv) competition in our business
      segments; (v) market and other trends affecting our future financial condition
      or results of operations; (vi) our growth strategy and operating strategy;
      and
      (vii) the declaration and/or payment of dividends.





Investors
      and prospective investors are cautioned that any such forward-looking statements
      are not guarantees of future performance and involve risks and uncertainties,
      and that actual results may differ materially from those projected in the
      forward-looking statements as a result of various factors. The factors that
      might cause such differences include, among others, those set forth in Part
      II,
      Item 6 of this annual report on Form 10-KSB, entitled Management’s Discussion
      and Analysis or Plan of Operation, including without limitation the risk factors
      contained therein. Except as required by law, we undertake no obligation to
      update any of the forward-looking statements in this Form 10-KSB after the
      date
      of this report.





**ITEM
      1. DESCRIPTION OF BUSINESS** **.**





We
      were
      originally incorporated on October 12, 2001 in accordance with the laws of
      the
      State of Nevada as Conscious Intention, Inc. From inception we were engaged
      in
      the business of developing executive coaching support services and resources
      to
      be marketed and sold online. Although we made every effort to obtain the capital
      necessary to move our business plan forward, we were never able to achieve
      sufficient financing to fully develop our potential product lines, and in June
      2005 we ceased operations in this regard and began to search for other business
      opportunities related to executive coaching and management
      consulting.





On
      November 10, 2005 our then controlling shareholder entered into a certain
      private stock purchase agreement whereby she sold an aggregate of 9,572,000
      of
      our common shares, representing a ninety-six and one tenth percent (96.10%)
      controlling interest, to an unrelated third party.





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended December
      31,
      2006 we have no meaningful operations or substantial assets and are focused
      exclusively on identifying, evaluating and adopting a suitable alternative
      business plan.





**EMPLOYEES**





For
      the
      fiscal year ended December 31, 2006, we had one part-time employee and no
      full-time employees or consultants .





We
      are
      not subject to any collective bargaining agreements and believe that our
      relationships with our employees are good.





**ITEM
      2. DESCRIPTION OF PROPERTY.**





Our
      principal executive offices are located at 6620
      Lake
      Washington Boulevard, Suite 301, Kirkland, Washington ,
      98033,
      for which we do not pay rent. Our telephone number is (604)
      505-1085.





3





**ITEM
      3. LEGAL PROCEEDINGS.**





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended December
      31,
      2006, there were no pending material legal proceedings to which we were a party
      and we are not aware that any were contemplated. There can be no assurance,
      however, that we will not be made a party to litigation in the future. Any
      finding of liability imposed against us is likely to have an adverse effect
      on
      our business, our financial condition, including liquidity and profitability,
      and our results of operations




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





No
      matters were submitted to a vote of our stockholders, through the solicitation
      of proxies or otherwise, during the fourth quarter of the fiscal year ended
      December 31, 2006.



















































































4





**PART
      II**




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





As
      of the
      date of this annual report for the fiscal year ended December 31, 2006, our
      common stock is not listed on any foreign or domestic securities exchange or
      quoted on the over-the-counter market, and, as such there is currently no public
      market for our common shares.





**STOCKHOLDERS**





As
      of
      April 12, 2007, there were approximately 36 holders of record of our common
      shares.





**DIVIDENDS**





From
      our
      inception we have never declared or paid any cash dividends on shares of our
      common stock and we do not anticipate declaring or paying any cash dividends
      in
      the foreseeable future. The decision to declare any future cash dividends will
      depend upon our results of operations, financial condition, current and
      anticipated cash needs, contractual restrictions, restrictions imposed by
      applicable law and other factors that our board of directors deem relevant.
      Although it is our intention to utilize all available funds for the development
      of our business, no restrictions are in place that would limit our ability
      to
      pay dividends. The payment of any future cash dividends will be at the sole
      discretion of our board of directors.





**RECENT
      SALES OF UNREGISTERED SECURITIES**




There
      were no previously unreported sales of unregistered securities during the fiscal
      year ended December 31, 2006.





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





The
      following discussion and analysis of our financial condition, results of
      operations and liquidity should be read in conjunction with our financial
      statements for the fiscal years ended December 31, 2006 and 2005 and the related
      notes appearing elsewhere in this annual report. Our financial statements have
      been prepared in accordance with generally accepted accounting principles,
      and
      do not contain any adjustments that might result if we were unable to continue
      as a going concern, however, our independent registered public accounting firm
      has added an explanatory paragraph to their report raising substantial doubt
      as
      to our ability to continue as a going concern, which is further explained in
      Note 2 to the financial statements.




**CRITICAL
      ACCOUNTING POLICIES**





Our
      critical accounting policies, including the assumptions and judgments underlying
      those policies, are more fully described in the notes to our financial
      statements. We have consistently applied these policies in all material
      respects. Investors are cautioned, however, that these policies are not
      guarantees of future performance and involve risks and uncertainties, and that
      actual results may differ materially. Set forth below are the accounting
      policies that we believe most critical to an understanding of our financial
      condition, results of operations and liquidity.





***Use
      of Estimates***





The
      preparation of our financial statements in conformity with generally accepted
      accounting principles requires management to make certain estimates and
      assumptions that affect the amounts of assets, liabilities, revenues and
      expenses reported in our financial statements and the accompanying notes. We
      evaluate our estimates on an ongoing basis, and make our estimates and
      assumptions based on actual historical experience which we believe to be
      reasonable under the circumstances at that time. Actual results may differ
      materially from our current estimates.








5





***Income*** ****** ***Taxes***





We use
      the
      asset and liability method of accounting for our income taxes, wherein deferred
      tax assets and liabilities are recognized for the future tax consequences
      attributable to temporary differences between the financial statements carrying
      amounts of existing assets and liabilities and their respective tax bases.
      Deferred tax assets and liabilities are measured using enacted tax rates
      expected to apply to taxable income in the years in which those temporary
      differences are expected to be recovered or settled





**PLAN
      OF OPERATION**





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended December
      31,
      2006 we have no meaningful operations or substantial assets. Over the course
      of
      the next twelve months we will be focused exclusively on identifying, evaluating
      and adopting a suitable alternative business plan. As a result of the
      uncertainty regarding our future business prospects, we are unable to provide
      an
      estimate of our financial needs for the next twelve months. At the fiscal year
      ended December 31, 2006 we had $2,143 of cash on hand and an accumulated deficit
      of $71,526, as such it is likely that we will require additional financing
      in
      the near term in order to meet our current obligations and to continue our
      limited operations. Furthermore, in the event that we are successful in
      identifying a suitable alternative business opportunity, we anticipate that
      our
      financing needs will increase significantly.





**LIQUIDITY
      AND CAPITAL RESOURCES**





As
      of the
      fiscal year ended December 31, 2006 we had $2,413 of cash on hand.





Our
      net
      loss increased by $24,200 from a net income of $6,908 for the fiscal year ended
      December 31,
      2005 to
      a net
      loss of $17,292 for the fiscal year ended December 31, 2006, and our working
      capital decreased $17,292 from $14,776 as of December 31,
      2005 to
      a
      deficit of $2,322 as of December 31, 2006. These increases were primarily the
      result of increased expenses associated with our regulatory and reporting
      obligations .





Net
      cash
      used in operating activities increased $2,857, from $25,000 for the fiscal
      year
      ended December 31,
      2005 to
      $27,857 for the fiscal year ended December 31, 2006. This increase was primarily
      the result of increased expenses associated with our regulatory and reporting
      obligations.





Net
      cash
      provided by financing activities decreased $55,000, from $55,000 for the fiscal
      year ended December 31,
      2005 to
      $0 for
      the fiscal year ended December 31, 2006. Net cash provided by financing
      activities for the fiscal year ended December 31, 2005 was attributable to the
      conversion into common shares of an outstanding non-interest bearing advance
      note payable held by our Chief Executive Officer.





We
      do not
      believe that our current financial resources are sufficient to meet our working
      capital needs over the next twelve months and, accordingly, we will need to
      secure additional external financing to continue even our limited operations.
      We
      may seek to raise additional capital though private equity or debt financings
      and shareholder loans. As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended December
      31,
      2006, we have obtained no verbal commitments regarding further investments in our company; and, there
      can
      be no assurance that we will be able to secure additional external financing,
      or, if we are able to secure such external financing, that it will be on terms
      favorable, or even acceptable, to us. If
      necessary, we may explore strategic alternatives, including a merger, joint
      venture or other comparable transactions. Any inability to secure external
      financing or locate a suitable alternative business opportunity would have
      a
      material adverse effect on our business, financial condition, and results of
      operations, raising substantial doubts as to our ability to continue as a going
      concern, and we may ultimately be forced to seek protection from creditors
      under
      the bankruptcy laws or cease operations.








6





**RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS**





On
      January 1, 2006, we adopted Statements of Financial Accounting Standard (SFAS)
      No. 123 (revised 2004), *Share-Based
      Payment* (“SFAS
      123R”), which revises SFAS No. 123, *Accounting
      for Stock-Based Compensation* .
      SFAS
      123R also superseded Accounting Principles Board (APB) Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and
      amends SFAS No. 95, *Statement
      of Cash Flows* .
      Under
      SFAS 123R, share-based payments to employees, including the fair value of grants
      of employee stock options, are recognized in the income statement at their
      fair
      value, generally over the option vesting period. The adoption of SFAS 123R
      is
      not expected to have a material impact on our financial statements.





In
      December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      153, *Exchanges
      of Non-monetary Assets—An Amendment of APB Opinion No. 29* , *Accounting
      for Non-monetary Transactions* (“SFAS
      153”). SFAS 153 eliminated the exception from fair value measurement for
      non-monetary exchanges of similar productive assets in paragraph 21(b) of APB
      Opinion No. 29, *Accounting
      for Non-monetary Transactions* ,
      and
      replaces it with an exception for exchanges that do not have commercial
      substance. SFAS 153 specifies that a non-monetary exchange has commercial
      substance if the future cash flows of the entity are expected to change
      significantly as a result of the exchange The adoption of SFAS 153 is not
      expected to have a material impact on our financial statements.





In
      June
      2005, the FASB issued SFAS No. 154, *Accounting
      Changes and Error Corrections*  (“SFAS
      154”), a replacement of APB Opinion No. 20, *Accounting
      Changes* ,
      and
      FASB No. 3, *Reporting
      Accounting Changes in Interim Financial Statements* .
      SFAS
      154 applies to all voluntary changes in accounting principle, and changes the
      requirements for accounting for and reporting of a change in accounting
      principle. SFAS 154 requires retrospective application to prior periods’
financial statements of a voluntary change in accounting principle unless it
      is
      impracticable. It is effective for accounting changes and corrections of errors
      made in fiscal years beginning after December 15, 2005. Earlier application
      is
      permitted for accounting changes and corrections of errors made occurring in
      fiscal years beginning after June 1, 2005. The adoption of SFAS 154 is not
      expected to have a material impact on our financial statements.





**RISK
      FACTORS**





Our
      business entails a significant degree of risk and uncertainty, and an investment
      in our securities should be considered highly speculative. What follows is
      a
      general description of the material risks and uncertainties, which may adversely
      affect our business, our financial condition, including liquidity and
      profitability, and our results of operations, ultimately affecting the value
      of
      an investment in shares of our common stock. In addition to other information
      contained in this annual report on Form 10-KSB, you should carefully consider
      the following cautionary statements and risk factors.





**GENERAL
      BUSINESS RISKS**





***We
      have no meaningful operations or substantial assets and we have not yet
      identified a suitable alternative business plan.***





During
      the fiscal year ended December 31, 2006 we were unable to proceed with our
      business plan as previously described. At present we have no meaningful
      operations or substantial assets. We are in the process of seeking out and
      evaluating suitable alternative business opportunities but have not yet
      identified any appropriate prospects and there can be no assurance that we
      will
      be able to do so in the future. Furthermore, even if we were to identify a
      suitable alternative business opportunity, there can be no assurance that we
      will be able to acquire an interest in or have the resources to purse such
      opportunity. Any inability on our part to pursue a suitable alternative business
      opportunity, should one arise, would have a material adverse effect on our
      business, financial condition, and results of operations, raising substantial
      doubts as to our ability to continue as a going concern, and we may ultimately
      be forced to seek protection from creditors under the bankruptcy laws or cease
      operations.





***We
      may not be able to obtain additional financing.***








7





As
      at
      December 31, 2006, we had $2,143 of cash on hand and a working capital deficit
      of $2,322. As such, our current financial resources are insufficient to meet
      our
      working capital needs over the next twelve months and, accordingly, we will
      need
      to secure additional external financing to continue even our limited operations.
      However, there
      can
      be no assurance that we will be able to secure additional external financing,
      or, if we are able to secure such external financing, that it will be on terms
      favorable, or even acceptable, to us. Any
      inability to secure external financing or locate a suitable alternative business
      opportunity would have a material adverse effect on our business, financial
      condition, and results of operations, raising substantial doubts as to our
      ability to continue as a going concern, and we may ultimately be forced to
      seek
      protection from creditors under the bankruptcy laws or cease
      operations.





**RISKS
      ASSOCIATED WITH AN INVESTMENT IN OUR COMMON STOCK**





***Unless
      an active trading market develops for our securities, you may not be able to
      sell your shares.***





Although,
      we are a reporting company our common stock is not listed on any foreign or
      domestic securities exchange or quoted on the over-the-counter market, and,
      as
      such there is currently no public market for our common shares. If we fail
      to
      develop or maintain a public market for our common shares you find it very
      difficult to sell your common shares at the price at which you paid, if at
      all.






























































8


**ITEM
        7. FINANCIAL STATEMENTS.**
 
 
 **CONSCIOUS
        INTENTION, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 
 
 **TABLE
        OF CONTENTS**
 
 **Page**Report
                  of Independent Registered Public Accounting Firm
              
              F-2Balance
                  Sheets as of December 31, 2006 and 2005
              
              F-3Statements
                  of Operations for the Years Ended December 31, 2006 and 2005, and
                  for the
                  period from October 12, 2001 (Inception) through the Year Ended
                  December
                  31, 2006
              
              F-4Statement
                  of Stockholders’ Equity (Deficit) for the period from October 12, 2001
                  (Inception) through December 31, 2004 and for the years ended December
                  31,
                  2005 and 2006
              
              F-5Statements
                  of Cash Flows for the Years Ended December 31, 2006 and 2005, and
                  for the
                  period from October 12, 2001 (Inception) through the Year Ended
                  December
                  31, 2006
              
              F-6Notes
                  to the Financial Statements
              
              F-7
 
 
 
 
 
 
 
 
 
 
  F-1
  
 **H****ANSEN****,
                  B****ARNETT****&
                  M****AXWELL,
                  P.C.**A
                  Professional Corporation
              
              **Registered
                  with the Public Company**CERTIFIED
                  PUBLIC ACCOUNTANTS
              
              **Accounting
                  Oversight Board**5
                  Triad Center, Suite 750Salt
                  Lake City, UT 84180-1128Phone:
                  (801) 532-2200
                  Fax:
                    (801) 532-7944www.hbmcpas.com
 
 
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 
 To
        the
        Board of Directors and Stockholders
 Conscious
        Intention, Inc.
 
 
 We
        have
        audited the accompanying balance sheets of Conscious Intention, Inc. (a
        development stage enterprise) as of December 31, 2006 and 2005 and the related
        statements of operations, stockholders’ equity (deficit) and cash flows for the
        years then ended and for the cumulative period from October 12, 2001 (date
        of
        inception) through December 31, 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 audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement. An audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements. An audit also includes assessing the accounting
        principles used and significant estimates made by management, as well as
        evaluating the overall financial statement 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 Conscious Intention, Inc. as
        of
        December 31, 2006 and 2005 and the results of its operations and its cash
        flows
        for the years then ended and for the cumulative period from October 12, 2001
        through December 31, 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. As discussed in Note 2 to the financial
        statements, the Company’s lack of operating history, capital deficit, operating
        loss and negative cash flows from operations raise substantial doubt about
        its
        ability to continue as a going concern. Management’s plans regarding those
        matters are also described in Note 2. The financial statements do not include
        any adjustments that might result from the outcome of this
        uncertainty.
 
 
 **HANSEN,
                  BARNETT & MAXWELL, P.C.**Salt
                  Lake City, UtahApril
                  16, 2007
 
 
  F-2
  **CONSCIOUS
        INTENTION, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **BALANCE
        SHEETS**
  **December
                  31,**
              
              **December
                  31,****2006**
              
              **2005****ASSETS**CURRENT
                  ASSETSCash
              
              $
              2,143
              
              $
              30,000Total
                  Assets
              
              $
              2,143
              
              $
              30,000**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)**CURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              4,669
              
              $
              15,234Total
                  Current Liabilities
              
              
              4,669
              
              
              15,234COMMITMENTS
                  AND CONTINGENCIESSTOCKHOLDERS'
                  EQUITY (DEFICIT)Common
                  stock, par value $.001, 10,000,000 shares authorized, 9,970,000
                  issued and
                  outstanding
              
              
              9,970
              
              
              9,970Paid
                  in capital
              
              
              59,030
              
              
              59,030(Deficit)
                  accumulated during the development stage
              
              
              (71,526
              )
              
              (54,234
              )Total
                  Stockholders' Equity (Deficit)
              
              
              (2,526
              )
              
              14,766$
              2,143
              
              $
              30,000
 
 
 
 
 
 
 
 
 THE
        ACCOMPANYING NOTES ARE INTEGRAL PART OF THESE FINANCIAL STATEMENTS
 
  F-3
  
 **CONSCIOUS
        INTENTION, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF OPERATIONS**
  **Year
                  ended**
              
              **From
                  October 12, 2001**
                  **(inception)
                    to****December
                  31,**
              
              **December
                  31,**
              
              **December
                  31,****2006**
              
              **2005**
              
              **2006**REVENUES
              
              $
              -
              
              $
              -
              
              $
              -EXPENSESSelling,
                  general and administrative
              
              
              17,020
              
              
              10,902
              
              
              89,094Interest
                  expense
              
              
              272
              
              
              -
              
              
              272Total
                  expenses
              
              
              17,292
              
              
              10,902
              
              
              89,366NET
                  (LOSS) from operations
              
              
              (17,292
              )
              
              (10,902
              )
              
              (89,366
              )Gain
                  on forgiveness of loan
              
              
              -
              
              
              17,810
              
              
              17,810Interest
                  income
              
              
              -
              
              
              -
              
              
              30Net
                  income (loss)
              
              $
              (17,292
              )
              $
              6,908
              
              $
              (71,526
              )NET
                  INCOME (LOSS) PER SHARE
              
              $
              (0.00
              )
              $
              0.00WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
              
              
              9,970,000
              
              
              5,011,667
 
 
 
 
 
 
 
 
 
 
 THE
        ACCOMPANYING NOTES ARE INTEGRAL PART OF THESE FINANCIAL STATEMENTS
 
  F-4
  
 **CONSCIOUS
        INTENTION, INC.**
 **(a
        Development Stage Company)**
 **STATEMENTS
        OF STOCKHOLDERS' EQUITY (DEFICIT)**
  **Common
                  Stock**
              
              **Paid-in**
              
              **(Deficit)
                  Accumulated During**
                **Development**
              
              **Total
                  Stockholders’ Equity****Shares**
              
              **Amount**
              
              **Capital**
              
              **Stage**
              
              **(Deficit)****Balance,
                  October 12, 2001 (date of inception)**
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Shares
                  issued for cash, $.001 per share
              
              
              4,000,000
              
              
              4,000
              
              
              -
              
              
              -
              
              
              4,000Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (3,792
              )
              
              (3,792
              )**Balance,
                  December 31, 2001**
              
              
              4,000,000
              
              
              4,000
              
              
              -
              
              
              (3,792
              )
              
              208Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (5,214
              )
              
              (5,214
              )**Balance,
                  December 31, 2002**
              
              
              4,000,000
              
              
              4,000
              
              
              -
              
              
              (9,006
              )
              
              (5,006
              )Shares
                  issued for cash, $.50 per share
              
              
              20,000
              
              
              20
              
              
              9,980
              
              
              -
              
              
              10,000Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (34,440
              )
              
              (34,440
              )**Balance,
                  December 31, 2003**
              
              
              4,020,000
              
              
              4,020
              
              
              9,980
              
              
              (43,446
              )
              
              (29,446
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (17,696
              )
              
              (17,696
              )**Balance,
                  December 31, 2004**
              
              
              4,020,000
              
              
              4,020
              
              
              9,980
              
              
              (61,142
              )
              
              (47,142
              )November
                  11, 2005, Stock issued for repayment of note payable
              
              
              5,950,000
              
              
              5,950
              
              
              49,050
              
              
              -
              
              
              55,000Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              6,908
              
              
              6,908**Balance,
                  December 31, 2005**
              
              
              9,970,000
              
              
              9,970
              
              
              59,030
              
              
              (54,234
              )
              
              14,766Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (17,292
              )
              
              (17,292
              )**Balance,
                  December 31, 2006**
              
              
              9,970,000
              
              $
              9,970
              
              $
              59,030
              
              $
              (71,526
              )
              $
              (2,526
              )
 
 
 
 
 
 
 
 
 THE
        ACCOMPANYING NOTES ARE INTEGRAL PART OF THESE FINANCIAL
        STATEMENTS
  F-5
  **CONSCIOUS
        INTENTION, INC.**
 **(a
        Development Stage Company)**
 **Statements
        of Cash Flows**
 
 **For
                  the year ended**
                **December
                  31,**
              
              **From
                  October 12, 2001 (inception) to December 31,****2006**
              
              **2005**
              
              **2006****OPERATING
                  ACTIVITIES**Net
                  income (loss) from operations
              
              $
              (17,292
              )
              $
              6,908
              
              $
              (71,526
              )Changes
                  in operating assets and liabilities:Gain
                  on forgiveness of debt
              
              
              -
              
              
              (17,810
              )
              
              (17,810
              )Deferred
                  offering costs
              
              
              -
              
              
              -
              
              
              23,844Funds
                  drawn in excess of cash in bank
              
              
              -
              
              
              (2
              )
              
              -Increase
                  (decrease) in accounts payable
              
              
              (10,566
              )
              
              (14,096
              )
              
              (9,175
              )Net
                  cash (used by) operating activities
              
              
              (27,857
              )
              
              (25,000
              )
              
              (74,667
              )**FINANCING
                  ACTIVITIES**Increase
                  in receivable from related party
              
              
              -
              
              
              -
              
              
              (1,690
              )Proceeds
                  from receivable from related party
              
              
              -
              
              
              -
              
              
              1,690Payments
                  on payable to related party
              
              
              -
              
              
              -
              
              
              (4,700
              )Proceeds
                  from issuance of common stock
              
              
              -
              
              
              -
              
              
              14,000Proceeds
                  from shareholder advance converted to equity
              
              
              -
              
              
              55,000
              
              
              55,000Increase
                  (decrease) in payable to related party
              
              
              -
              
              
              -
              
              
              12,510Net
                  cash provided by financing activities
              
              
              -
              
              
              55,000
              
              
              76,810Net
                  increase (decrease) in cash
              
              
              (27,857
              )
              
              30,000
              
              
              2,143Cash,
                  Beginning of period
              
              
              30,000
              
              
              -
              
              
              -Cash,
                  End of period
              
              $
              2,143
              
              $
              30,000
              
              $
              2,143
 
 
 
 
 
 
 
 
 
 THE
        ACCOMPANYING NOTES ARE INTEGRAL PART OF THESE FINANCIAL STATEMENTS
 
 
  F-6
  **CONSCIOUS
        INTENTION, INC.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 December
        31, 2006 and 2005
   **NOTE
        1 - NATURE OF BUSINESS**
 
 ***Organization
        and Nature of Operations -*** On
        October 12, 2001, Conscious Intention, Inc. (“the Company”) was organized under
        the laws of the State of Nevada. The Company is considered a development
        stage
        enterprise and is in the process of raising capital to fund operations. As
        such,
        the Company has since inception spent most of its efforts in developing its
        business plan, constructing core materials for eventual sale to customers
        and in
        raising capital to fund its operations. The Company has relied upon cash
        flows
        from equity issuances and an increase in accounts payable to sustain operations.
        At inception, the planned operations of the Company consisted of selling
        a
        business system of materials, tools and on-line, internet based support services
        for individuals wishing to open a business as an executive coach or career
        counselor. The Company has established its year-end as December 31st. The
        Company has had no revenues from any source to date. In November, 2005, the
        Company changed its business model to provide management consulting services
        in
        connection with the resignation of the previous President and Chief Executive
        Officer and the appointment of a new Chief Executive Officer.
 
 **NOTE
        2 - SIGNIFICANT ACCOUNTING POLICIES**
 
 ***Use
        of estimates -*** The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenue and expenses
        during
        the reporting period. Actual results could differ from those
        estimates.
 
 ***Fair
        Value of Financial Instruments -*** The
        carrying amounts reported in the accompanying financial statements for payables
        approximate fair values. The fair value estimates were based on estimated
        future
        cash flows.
 
 ***Business
        Condition -*** The
        Company has not yet been able to execute its business plan. As a result,
        the
        Company has negative working capital, negative equity, and recurring operating
        losses and negative cash flows from operations since inception. This situation
        raises substantial doubt about its ability to continue as a going concern.
        The
        Company plans to fund its operations by any of the following: issue debt
        securities, issue equity securities, or loans from related parties. Success
        in
        these efforts is not assured. The financial statements do not include any
        adjustments relating to the recoverability and classification of asset carrying
        amounts or the amount and classification of liabilities that might result
        should
        the Company be unable to continue as a going concern.
 
 ***Income
        Taxes -*** The
        Company recognizes an asset or liability for the deferred tax consequences
        of
        all temporary differences between the tax bases of assets or liabilities
        and
        their reported amounts in the financial statements that will result in taxable
        or deductible amounts in future years when the reported amounts of the asset
        or
        liabilities are recovered or settled. Deferred tax assets or liabilities
        are
        measured using the enacted tax rates that will be in effect when the differences
        are expected to reverse. Deferred tax assets are reviewed periodically for
        recoverability and valuation allowances are provided as necessary.
 
 ***Basic
        loss per share -*** Basic
        loss per common share is computed by dividing net loss by the weighted-average
        number of common shares outstanding during the period.
 
 ***Recent
        Accounting Pronouncements -*** On
        January 1, 2006, we adopted SFAS No. 123 (revised 2004), *Share-Based
        Payment* (“SFAS
        123R”), which revises SFAS No. 123, Accounting for Stock-Based Compensation.
        SFAS 123R also superseded APB 25, *Accounting
        for Stock Issued to Employees* ,
        and
        amends SFAS No. 95, *Statement
        of Cash Flows* .
        Under
        SFAS 123R, share-based payments to employees, including the fair value of
        grants
        of employee stock options, are recognized in the income statement at their
        fair
        value, generally over the option vesting period. The effects of adoption
        of SFAS
        123R were not material.
 
  F-7
  In
        December 2004, the FASB issued SFAS No. 153, *Exchanges
        of Non-monetary Assets—An Amendment of APB Opinion No. 29* ,
        Accounting for Non-monetary Transactions (“SFAS 153”). SFAS 153 eliminated the
        exception from fair value measurement for non-monetary exchanges of similar
        productive assets in paragraph 21(b) of APB Opinion No. 29, *Accounting
        for Non-monetary Transactions* ,
        and
        replaces it with an exception for exchanges that do not have commercial
        substance. SFAS 153 specifies that a non-monetary exchange has commercial
        substance if the future cash flows of the entity are expected to change
        significantly as a result of the exchange. The effects of adoption of SFAS
        153
        were not material.
 
 In
        June
        2005, the FASB issued SFAS No. 154, *Accounting
        Changes and Error Corrections* ,
        a
        replacement of APB Opinion No. 20, *Accounting
        Changes* ,
        and
        FASB No. 3, *Reporting
        Accounting Changes in Interim Financial Statements* .
        Statement 154 applies to all voluntary changes in accounting principle, and
        changes the requirements for accounting for and reporting of a change in
        accounting principle. Statement 154 requires retrospective application to
        prior
        periods’ financial statements of a voluntary change in accounting principle
        unless it is impracticable. It is effective for accounting changes and
        corrections of errors made in fiscal years beginning after December 15, 2005.
        Earlier application is permitted for accounting changes and corrections of
        errors made occurring in fiscal years beginning after June 1, 2005. The effects
        of adoption of SFAS 154 were not material.
  **NOTE
        3 - RELATED PARTY TRANSACTIONS**
 
 On
        November 11, 2005, the Company’s sole director and Chief Executive Officer
        entered into an agreement to sell approximately 90% of the Company’s outstanding
        common stock to a non-related party. Under the terms of the agreement, the
        seller agreed to step down as the sole director and Chief Executive Officer
        of
        the Company. Pursuant to the agreement, the purchaser is the new President
        and
        Chief Executive Officer of the Company. On the same date, the outgoing Chief
        Executive Officer agreed to forgive $7,810 in related party payables owed
        to her
        by the Company. In addition, our corporate counsel forgave $10,000 in monies
        owed to him by the Company for legal services rendered. The new, controlling,
        shareholder acquired his stock at nominal value. The Company had no assets
        and
        the liabilities were recorded at their fair value.
 
 **NOTE
        4** - **STOCKHOLDERS’
        EQUITY (DEFICIT)**
 
 In
        October 2001, the Company issued 3,622,000 shares of common stock to an officer
        and director of the Company for cash. The proceeds from the issuance of the
        stock were $3,622 or $0.001 per share. Additionally during the period ended
        December 31, 2001, the Company issued 378,000 shares of common stock to
        unrelated purchasers for cash proceeds of $378 or $0.001 per share. During
        September 2003, the Company issued 20,000 shares of common stock for $10,000
        cash, or $0.50 per share, to third-party investors. There are no unstated
        rights
        or obligations associated with the sale of the stock. Proceeds from the sale
        were used to reduce accounts payable. On November 11, 2005, the Company issued
        5,950,000 common shares to the new President and Chief Executive Officer
        in
        consideration for the settlement of a $55,000 non-interest bearing advance
        note
        payable. The share issuance was recorded in common stock and additional paid
        in
        capital.
 
 
 
  F-8
 
 **NOTE
        5** - **INCOME
        TAXES**
 
 The
        Company has paid no federal income taxes since its incorporation. As of December
        31, 2006 and 2005, the Company had net operating loss carry-forwards for
        federal
        income tax reporting purposes of approximately $71,300 and $54,200,
        respectively, which, if unused, will expire beginning in 2021. The tax effect
        of
        the operating loss carry-forwards are as follows at December 31, 2006 and
        2005:
 
 **2006**
              
              **2005**Operating
                  loss carry forwards
              
              $
              24,249
              
              $
              18,440Valuation
                  allowance
              
              
              (24,249
              )
              
              (18,440
              )**Total
                  Deferred Tax Assets**
              
              $
              -
              
              $
              -
 
 The
        following is a reconciliation of the income tax computed using the federal
        statutory rate to the provision for income taxes for the years ended December
        31, 2006 and 2005:
 
 **2006**
              
              **2005**Tax
                  at federal statutory rate (34%)
              
              $
              (5,810
              )
              $
              (2,349
              )Benefit
                  of operating loss carryforward
              
              
              -
              
              
              (1,382
              )Change
                  in valuation allowance
              
              
              5,810
              
              
              3,731**Provision
                  for Income Taxes**
              
              $
              —
              
              $
              —
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  F-9
  **ITEM
        8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AN ACCOUNTING FINANCIAL
        DISCLOSURE.**
  There
        were no previously unreported events under this Item 8 during the fiscal
        year
        ended December 31, 2006.
 
 **ITEM
        8A. CONTROLS AND PROCEDURES.**
 
 **DISCLOSURE
        CONTROLS AND PROCEDURES**
 
 We
        maintain disclosure controls and procedures designed to ensure that the
        information required to be disclosed in our reports filed or submitted under
        the
        Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
        and reported in a timely manner as specified in the rules and forms set forth
        by
        the United States Securities and Exchange Commission. These controls and
        procedures are designed to ensure that the information required to be disclosed
        in our reports is accumulated and communicated to our management, including
        our
        Chief Executive Officer and Principal Financial Officer, or other persons
        performing similar functions, as appropriate, so as to allow timely decisions
        regarding required disclosure.
 
 An
        evaluation of the effectiveness of the design and operation of our disclosure
        controls and procedures was carried out by our Chief Executive Officer and
        Principal Financial Officer, Andrew Hamilton, as of the end of the period
        covered by this annual report on Form 10-KSB. Based on this evaluation, our
        Chief Executive Officer and Principal Financial Officer has concluded that
        our
        disclosure controls and procedures are effective and designed to ensure that
        the
        information required to be disclosed in our reports filed or submitted under
        the
        Exchange Act, is recorded, processed, summarized and reported within the
        requisite time periods.
 
 During
        the course of his evaluation our Chief Executive Officer and Principal Financial
        Officer did not discover any fraud involving management or any other personnel
        who play a significant role in our disclosure controls and procedures.
        Furthermore, because there were no significant deficiencies and/or material
        weaknesses discovered no remedial measures were necessary or taken during
        the
        period covered by this report to correct any such deficiencies.
 
 **CHANGES
        IN INTERNAL CONTROL OVER FINANCIAL REPORTING**
 
 No
        changes in our disclosure controls and procedures, internal controls over
        financial reporting or other factors have occurred during the fiscal quarter
        covered by this report that would materially affect or be reasonably likely
        to
        materially affect our disclosure controls and procedures or internal controls
        over financial reporting.
 
 **ITEM
        8B. OTHER INFORMATION****.**
 
 There
        were no reportable events under this Item 8B during the fiscal quarter ended
        December 31, 2006.
 
  9
  **ITEM
        9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
        GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
        ACT.**
 
 The
        following table sets forth our directors and executive officers and their
        ages
        as of the fiscal year ended December 31, 2006:
 
 **Name**
              
              **Age**
              
              **Position**Andrew
                  Hamilton
              
              36
              
              Chief
                  Executive Officer, Principal Accounting Officer, President, and
                  Director.
 
 **Andrew
        Hamilton -*****Chief
        Executive Officer, Principal Accounting Officer, President, and
        Director***
 
 Andrew
        Hamilton has served as our Chief Executive Officer, Principal Accounting
        Officer, President, and Director since November 10, 2005. For the five years
        prior to his appointment, Mr. Hamilton was employed as an independent management
        consultant.
 
 **FAMILY
        RELATIONSHIPS**
 
 There
        are
        no family relationships, by blood or marriage, among any of our directors
        or
        executive officers.
 
 **INVOLVEMENT
        IN CERTAIN LEGAL PROCEEDINGS**
 
 During
        the past five years, none of our directors, executive officers and control
        persons have been involved in any of the following events:
 
 ·
              any
                  bankruptcy petition filed by or against any business of which such
                  person
                  was an executive officer either at the time of the bankruptcy or
                  within
                  two years prior to that time;
 
 ·
              any
                  conviction in a criminal proceeding or being subject to a pending
                  criminal
                  proceeding (excluding traffic violations and other minor offenses);
 
 ·
              being
                  subject to any order, judgment, or decree, not subsequently reversed,
                  suspended or vacated, of any court of competent jurisdiction, permanently
                  or temporarily enjoining, barring, suspending or otherwise limiting
                  his
                  involvement in any type of business, securities or banking activities;
                  and
 
 ·
              being
                  found by a court of competent jurisdiction (in a civil action),
                  the
                  Securities and Exchange Commission or the Commodity Futures Trading
                  Commission to have violated a federal or state securities or commodities
                  law, and the judgment has not been reversed, suspended, or
                  vacated.
 
 **BOARD
        OF DIRECTORS COMMITTEES**
 
 As
        of the
        date of this annual report on Form 10-KSB for the fiscal year ended December
        31,
        2006, we have no standing committees and our entire board of directors serves
        as
        our audit, compensation and nominating committees. We believe that our board
        of
        directors are capable of adequately analyzing and evaluating our financial
        statements and understanding our internal controls over financial reporting,
        and
        that retaining an independent director who would qualify as an audit committee
        financial expert would be overly cost prohibitive and unwarranted given our
        limited resources and operations.
 
 As
        of the
        date of this annual report on Form 10-KSB for the fiscal year ended December
        31,
        2006, there have been no material changes to the procedures by which our
        security holders may recommend nominees to our board of directors.
 
  10
  **CODE
        OF ETHICS**
 
 As
        of the
        date of this annual report on Form 10-KSB for the fiscal year ended December
        31,
        2006, we have not yet adopted a code of ethics for our principal executive
        officer, principal financial officer or principal accounting officer. We
        are,
        however, in the process of drafting such a code of ethics and, upon adoption,
        it
        we will provide a copy of our code of ethics, without charge, to any person
        who
        so requests a copy, in writing, at: Conscious Intention, Inc., 6620 Lake
        Washington Boulevard, Suite 301, Kirkland, Washington 98033.
 
 **COMPLIANCE
        WITH SECTION 16(A)**
 
 Section
        16(a) of the Exchange Act requires our directors and executive officers,
        and
        persons who own more than ten percent of a registered class of our equity
        securities, to file with the SEC initial reports of ownership and reports
        of
        changes in ownership of our common stock and other equity securities of ours.
        Officers, directors and greater than ten percent stockholders are required
        by
        the SEC’s regulations to furnish us with copies of all Section 16(a) forms they
        filed.
 
 The
        following table sets for the compliance reporting under Section 16(a) during
        the
        last fiscal year.
 
 **Number
                  of**
                **Late
                  Reports**
              
              **Number
                  of Transactions**
                **Not
                  Timely Reported**
              
              **Failure
                  to File**Andrew
                  Hamilton
              1
              
              2
              
              -
 
 **ITEM
        10. EXECUTIVE COMPENSATION.**
 
 The
        following table sets forth the total compensation awarded to, earned by,
        or paid
        to our Chief Executive Officer during each of the last two completed fiscal
        years. No other individuals are employed by us or have earned a total annual
        salary and bonus in excess of $100,000 during any of the last two completed
        fiscal years.
 
 **SUMMARY
                  COMPENSATION TABLE****Name
                  and Principal Position**
              
              **Year**
              
              **Salary**
              
              **Bonus**
              
              **Stock
                  Awards**
              
              **Option
                  Awards**
              
              **Non-Equity
                  Incentive Plan Compensation**
              
              **Nonqualified
                  Deferred Compensation Earnings**
              
              **All
                  Other Compensation**
              
              **Total**Sylva
                  Leduc*
              
              2005
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -*Chief
                  Executive Officer*
              
              2006
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -Andrew
                  Hamilton**
              
              2005
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -*Chief
                  Executive Officer*
              
              2006
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
 
 *
              Sylva
                  Leduc resigned as our Chief Executive Officer,Principal Accounting Officer, President, and directoron
                  November 10, 2005.**
              Andrew
                  Hamilton was appointed our Chief Executive Officer,Principal Accounting Officer, President, and a directoron
                  November 10, 2005
 
  11
  **EMPLOYMENT
        AGREEMENTS**
 
 As
        of the
        date of this annual report on Form 10-KSB for the fiscal year ended December
        31,
        2006, we have no employment agreements in place with any of our other executive
        officers, directors or employees.
 
 **OUTSTANDING
        EQUITY AWARDS AT FISCAL YEAR END**
 
 There
        were no unexercised options, stock that had not vested, or equity incentive
        plan
        awards outstanding for our Chief Executive Officer as of the end of the fiscal
        year ended December 31, 2006.
 
 **COMPENSATION
        OF DIRECTORS**
 
 Pursuant
        to authority granted under our Article III, Section 10 of our bylaws, directors
        are entitled to such compensation as our board of directors shall from time
        to
        time determine. For the fiscal year ended December 31, 2006 our directors
        were
        not compensated.
 
 **ITEM
        11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND M****ANAGEMENT
        AND RELATED STOCKHOLDER MATTERS.**
 
 **SECURITIES
        AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS**
 
 As
        of the
        date of this annual report on Form 10-KSB for the fiscal year ended December
        31,
        2006, we have not adopted an equity compensation plan.
 
 **SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**
 
 The
        following table sets forth certain information regarding the beneficial
        ownership of our common stock as of April 14, 2006. The information in these
        tables provides ownership information for:
 
 ·
              each
                  person known by us to be the beneficial owner of more than a 5%
                  of our
                  common stock
 ·
              each
                  of our directors and executive officers; and
 ·
              all
                  of our directors and executive officers as a group.
 
 Beneficial
        ownership has been determined in accordance with the rules and regulations
        of
        the SEC and includes voting or investment power with respect to our common
        stock
        and those rights to acquire additional shares within sixty days. Unless
        otherwise indicated, the persons named in the table below have sole voting
        and
        investment power with respect to the number of shares of common stock indicated
        as beneficially owned by them, except to the extent such power may be shared
        with a spouse. Common stock beneficially owned and percentage ownership are
        based on 9,970,000 shares
        of
        common stock currently outstanding and no additional shares potentially acquired
        within sixty days. The address of each person listed is care of Conscious Intention, Inc., 6620 Lake Washington Boulevard, Suite 301, Kirkland,
        Washington 98033.
 **Name**
              
              **Amount
                  and**
                **Nature
                  of Ownership**
              
              **Percent
                  of Class***Andrew
                  Hamilton (1)
              
              9,572,000
              
              96.01
                  %
 
 (1)
              Consists
                  of 9,572,000 shares of common stock directly owned.
 
 **ITEM
        12. CERTAIN RELATIONSHIPS AND RELATED****TRANSACTIONS
        AND DIRECTOR INDEPENDENCE.**
 There
        were no previously unreported events under this Item 12 during the fiscal
        year
        ended December 31, 2006 .
 
 
  12
  **ITEM
        13. EXHIBITS.**
  **No.**
              **Description
                  of Exhibit**3(i)
              Articles
                  of Incorporation of Conscious Intention, Inc., dated October 12,
                  2001,
                  incorporated by reference to Exhibit 3.1 on Form SB-2 filed April
                  12,
                  2002.3(ii)
              By-laws
                  of Conscious Intention, Inc., dated October 15, 2001, incorporated
                  by
                  reference to Exhibit 3.2 on Form SB-2 filed April 12,
                  2002.10.1
              Common
                  Stock Purchase Agreement by and between Sylva Leduc and Conscious
                  Intention, Inc. dated October 12, 2001, incorporated by reference
                  to
                  Exhibit 10.1on
                  Form SB-2 filed April 12, 2002.31.1
              Certification
                  ofConscious
                  Intention, Inc. Chief Executive Officer, Andrew Hamilton, required
                  by Rule
                  13a-14(a) or Rule 15d-14(a), dated April 16, 2007. FILED
                  HEREWITH31.2
              Certification
                  ofConscious
                  Intention, Inc. Chief Financial Officer, Andrew Hamilton, required
                  by Rule
                  13a-14(a) or Rule 15d-14(a), dated April 16, 2007. FILED
                  HEREWITH32.1
              Certification
                  ofConscious
                  Intention, Inc. Chief Executive Officer, Andrew Hamilton,required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
                  Chapter
                  63 of Title 18 of the United States Code (18 U.S.C. 1350),dated
                  April 16, 2007. FILED HEREWITH.32.2
              Certification
                  ofConscious
                  Intention, Inc. Chief Financial Officer, Andrew Hamilton,required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
                  Chapter
                  63 of Title 18 of the United States Code (18 U.S.C. 1350),dated
                  April 16, 2007. FILED HEREWITH.
 
 
 
 
 
 
 
 
 
 
 
 
 
  13
  **ITEM
        14. PRINCIPAL ACCOUNTANT FEES AND SERVICES****.**
 
 The
        following table sets forth the aggregate amount of various professional fees
        billed by our principal accountants with respect to our last two fiscal years:
 
 **2006**
              
              **2005**Audit
                  fees
              
              $
              7,637
              
              $
              5,363Audit-related
                  fees
              
              
              -
              
              
              -Tax
                  fees
              
              
              227
              
              
              -All
                  other fees
              
              
              -
              
              
              -**Total**
              
              $
              7,864
              
              $
              5,363
 
 All
        audit
        fees are approved by our board of directors. Hansen, Barnett & Maxwell, P.C.
        (“HB&M”) does not provide any non-audit services to us.
 
 **Audit
        Fees**
 
 Audit
        fees billed for professional services rendered by HB&M, during the fiscal
        years ended December 31, 2006 and 2005, for the audit of our annual financial
        statements, review of the financial statements included in our quarterly
        reports
        on Form 10-QSB, and any services provided in connection with statutory and
        regulatory filings or engagements for those year ended, totaled approximately
        $7,637 and $5,363, respectively.
 
 **Audit-Related
        Fees**
 
 There
        were no audit-related fees billed by HB&M, during the fiscal years ended
        December 31, 2006 and 2005.
 
 **Tax
        Fees**
 
 Tax
        fees
        billed by HB&M, during the fiscal years ended December 31, 2006 and 2005,
        for tax compliance, tax advice and tax planning services totaled approximately
        $227 and $0, respectively.
 
 **All
        Other Fees**
 
 There
        were no fees billed by HB&M, during the fiscal years ended December 31, 2006
        and 2005 for services rendered other than the amounts set forth
        above.
 
 
 
 
 
 
  14
  **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.
 
 Date:
                  April 17, 2007**CONSCIOUS
                  INTENTION, INC.**By:
              */s/
                  Andrew
                  Hamilton*Andrew
                  HamiltonChief
                  Executive Officer &Principal
                  Accounting Officer








































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