UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB





[X]
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934
                For the fiscal year ended December 31,
                2005





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





For
      the
      transition period from _____________ to _____________





Commission
      file number 000-50366







Conscious
      Intention, Inc.


(Name
      of
      small business issuer in its charter)




Nevada
            94-3409449(State
                or jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)6620
                  Lake Washington Blvd, Suite 301Kirkland,
                  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:





Title
                of each class
            Name
                of each exchange on which registered______________________________
            __________________________





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




Common
      stock, $0.0001 par value, 9,970,000 shares
      issued and outstanding as of March 31, 2006.




Check
      whether the issuer (1) filed all reports required to be filed by Section13
      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
      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
      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. [   ]





State
      issuer's revenues for its most recent fiscal year: $0 for the year ended
      December 31, 2005. There is currently no market in the issuers securities and
      no
      basis upon which the value of non-affiliate shares can be reasonably calculated
      at this point. Based on the company’s last financing at $0.009244 per share, the
      approximate value of non-affiliate shares is $3,513.
















TABLE
      OF
      CONTENTS




FORWARD-LOOKING
                  STATEMENTS
              3PART
                  IITEM
                  1.
              DESCRIPTION
                  OF BUSINESS
              3ITEM
                  2.
              DESCRIPTION
                  OF PROPERTY
              8ITEM
                  3.
              LEGAL
                  PROCEEDINGS
              8ITEM
                  4.
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              8PART
                  II.ITEM
                  5.
              MARKET
                  FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
              9ITEM
                  6.
              MANAGEMENT'S
                  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
              9ITEM
                  7.
              FINANCIAL
                  STATEMENTS
              12ITEM
                  8.
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE
              13ITEM
                  8A.
              CONTROLS
                  AND PROCEDURES
              13PART
                  IIIITEM
                  9.
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION
                  16(a)OF THE EXCHANGE ACT
              13ITEM
                  10.
              EXECUTIVE
                  COMPENSATION
              14ITEM
                  11.
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
              14ITEM
                  12.
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS
              15ITEM
                  13.
              EXHIBITS
                  AND REPORTS ON FORM 8-K
              15ITEM
                  14.
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              16








2





FORWARD-LOOKING
      STATEMENTS





In
      addition to historical information, this Report contains forward-looking
      statements. Such forward-looking statements are generally accompanied by words
      such as "intends," "projects," "assumes," "believes," "anticipates," "plans,
      "and similar terms that convey the uncertainty of future events or outcomes.
      The
      forward-looking statements contained herein are subject to certain risks and
      uncertainties that could cause actual results to differ materially from those
      reflected in the forward-looking statements. Factors that might cause such
      a
      difference include, but are not limited to, those discussed in ITEM 6 of this
      Report, the section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND PLAN OF OPERATION." Readers are cautioned not to place undue
      reliance on these forward-looking statements, which reflect management's
      analysis only as of the date hereof and are in all cases subject to the
      Company's ability to develop any significant revenue. There is no assurance
      that
      the Company will be able to generate sufficient revenues from its current
      business activities to meet day-to-day operation liabilities or to pursue the
      business objectives discussed herein.





The
      forward-looking statements contained in this Report also may be impacted by
      future economic conditions. Any adverse effect on general economic conditions
      and consumer confidence may adversely affect the business of the
      Company.





Conscious
      Intention, Inc. undertakes no obligation to publicly revise these
      forward-looking statements to reflect events or circumstances that arise after
      the date hereof.





PART
      I





Item
      1.
      Description of Business





A.
            Business
                Development and Summary





Conscious
      Intention is a development stage company focused on providing high value
      management consultancy services to corporations in specifically targeted key
      industries. From inception through June 30, 2005, the Company was engaged in
      the
      business of developing executive coaching support materials to be sold on line.
      We believed that this plan would provide a needed resource for coaches and
      we
      had great hopes for realizing this vision, hopes which required financing.
      Although we made efforts toward obtaining financing, we were never able to
      obtain sufficient financing to develop our product line. We also hoped that
      coaching software owned by our former chief executive officer, Sylva Leduc,
      would be integrated into the company as a result of such financing. Because
      our
      former chief executive officer concluded that further efforts to seek financing
      for the executive coaching business would not be fruitful, she decided to sell
      the coaching software product rather than integrate it into Conscious Intention,
      Inc. In June, 2005, Turning Point NW, LLC, which Sylva Leduc is a principal
      of,
      sold the software business to John Wiley and Sons, Inc., financial publishers.
      Ms. Leduc then proceeded to find another direction for Conscious Intention
      that
      would be related to its core business of executive coaching and management
      consulting. Toward that end, she identified Andrew Hamilton, a management
      consultant, as someone who would be able to lead Conscious Intention to new
      growth opportunities. On November 10, 2005, Ms. Leduc sold the substantial
      portion of her interest in the Company to Mr. Andrew Hamilton, appointed him
      as
      Sole Director, Chief Executive Officer and Principal Accounting and Financial
      Officer of the Company and resigned from all of her positions and offices at
      the
      Company. Ms. Leduc no longer has any role in Conscious Intention. Mr. Hamilton
      has now targeted the Company in the area of management consulting. The Company
      will now provide management consulting services to corporations through the
      efforts of Mr. Hamilton and other consultants he intends to hire through
      recruiting or acquisition. Mr. Hamilton has identified five key areas of focus
      in the management consulting arena which are consumer electronics, oil and
      gas,
      entertainment and media, software and internet technology and life sciences.
      The
      Company is now targeting these areas to acquire new consulting business. By
      the
      end of May, 2006, the Company intends to employ a total of three management
      consultants, including Mr. Hamilton. In addition, the Company has a growth
      plan
      to engage consultants on the Indian Subcontinent in order to take advantage
      of
      large talent pools and relatively low wages that are prevalent there. Mr.
      Hamilton is also searching for acquisition opportunities, including the purchase
      of other small management consultancies and any other business in the five
      key
      areas previously identified which could add to the Company’s strengths.


3





CONSCIOUS
      INTENTION currently has no customers and no revenue.





The
      Company's executive offices are located at 6620 Lake Washington Blvd, Suite
      301,
      Kirkland, Washington,, 98101. The Company's telephone number is
      604-505-1085.





The
      Company's fiscal year end is December 31.





B.
            Business
                of Issuer





(1)
            Principal
                Products and Services and Principal
                Markets





Overview





Although
      Conscious Intention was originally incorporated for the purposes of developing
      internet based software products for the executive coaching market, the company
      was never successful in completing a product or attracting customers and
      abandoned this business in early 2005. In November of 2005, Mr. Andrew Hamilton
      replaced CEO Sylva Leduc and began to implement a plan to have the Company
      function in the area of management consulting. The Company will now provide
      management consulting services to corporations through the efforts of Mr.
      Hamilton and other consultants he intends to hire through recruiting or
      acquisition. Mr. Hamilton has identified five key areas of focus in the
      management consulting arena which are consumer electronics, oil and gas,
      entertainment and media, software and internet technology and life sciences.
      The
      Company is now targeting these areas to acquire new consulting business. By
      the
      end of May, 2006, the Company intends to employ a total of three management
      consultants, including Mr. Hamilton. In addition, the Company has a growth
      plan
      to engage consultants on the Indian Subcontinent in order to take advantage
      of
      large talent pools and relatively low wages that are prevalent there. Mr.
      Hamilton is also searching for acquisition opportunities, including the purchase
      of other small management consultancies and any other business in the five
      key
      areas previously identified which could add to the Company’s strengths.





Current
      Operations





CONSCIOUS
      INTENTION maintains its day-to-day operations from the home of its chief
      executive officer in Vancouver, British Columbia, Canada. Our chief executive
      officer is currently the sole part time employee. There are no full-time
      employees.





4





Marketing
      Activities





Our
      current marketing activities are limited to the in-person, telephone and email
      based efforts of our chief executive officer to secure management consulting
      contracts through his personal network of contacts.





Service
      Marketing Strategy





The
      Company's four point marketing plan covers methods of (a)identifying critical
      areas requiring consulting in which our chief executive officer has some
      expertise. (b) Gathering Data: developing a list of potential clients; (c)
      making targeted presentations to decision makers at those clients; (d) speaking
      at industry events and other venues that may attract potential
      clients.





(2)
            Distribution
                Methods of the Services





At
      the
      moment, the company’s consulting products are not currently being offered to any
      customers, however, once a customer is secured the consulting services would
      be
      delivered directly in person or over email or telephone to clients.





(3)
            Status
                of Any Announced New Product or
                Service





We
      are
      currently able to offer consulting services in the fields of consumer
      electronics, oil and gas, entertainment and media, software and internet
      technology and life sciences provided currently through the personal consulting
      services of our chief executive officer. We have plans to hire additional
      consultants from the Indian subcontinent but as yet have not hired any such
      consultants.





(4)
            Competitive
                Business Conditions and the Issuer's Competitive
                Position





Industry
      Description





The
      management consulting industry is dominated by large, multi-national
      corporations who provide a comprehensive range of services to an international
      client base and is also comprised of specialty consultancies devoted to specific
      industry groups. Fees for such services are generally paid on an hourly or
      per-engagement cash basis.





Competitive
      Position in our Industry.





We
      have a
      very tenuous position within our industry, as our only current consultant is
      our
      chief executive officer, who is not a senior consultant. We also do not have
      sufficient resources currently to take on an engagement substantially larger
      than could be performed by our chief executive officer. In short, we are among
      most vulnerable, least significant competitors in our entire industry.






5




Methods
      of Competition





The
      methods of competition in the management consulting industry tend to involve
      competition on the basis of industry expertise, number of consultants,
      geographic presence, ability to demonstrate an historical track-record of
      providing a return on investment relative to consulting fees and referrals
      from
      large accounting firms and law firms.




(5)
            Sources
                And Availability Of Raw Materials And The Names Of Principal
                Suppliers





Not
      applicable.





(6)
            Customers





The
      Company does not foresee that its business in the future will depend on one
      or a
      few major customers, although the Company will be very, very dependent on its
      first few customers, but after these are selected, the Company intends to
      diversify its customer base. This observation could change if the Company is
      selected by a substantial concern as a provider of consulting services requiring
      the Company to engage outside consultants, which would place us in an
      extraordinarily dependent relationship vis-à-vis such a customer.





(7)
            Patents,
                Trademarks, Licenses, Franchises, Concessions, Royalty Agreements,
                or
                Labor








We
      will
      protect our intellectual property through a combination of trade secrets,
      confidentiality agreements and trademarks. We currently have no intellectual
      property.





(8)
            Government
                Approval of Principal Products or
                Services





None.





(9)
            Effects
                of Existing or Probable Governmental
                Regulations





Our
      business is not subject to any laws which are not applicable to virtually any
      corporation doing business in the United States or Canada. However, we do intend
      to employ additional consultants from the Indian Subcontinent. Current
      regulations permit such employment, but these regulations could
      change.








6





We
      also
      face risks from legislation that could be passed in the future. For example,
      if
      state legislatures or Federal regulators were to attempt to regulate the
      delivery of management consulting services.




(10)
            Research
                and Development Activities





We
      do not
      currently have any plans to spend any resources on research and development
      during the next 12 months.





(11)
            Impact
                of Environmental Laws





None.




(12)
            Employees





The
      Company currently has 1 part-time employee and no full-time
      employees.





C.
            Reports
                to Security Holders





(1)
            Annual
                Reports





CONSCIOUS
      INTENTION will furnish its shareholders with annual financial reports certified
      by CONSCIOUS INTENTION's independent auditors.





(2)
            Periodic
                Reports with the SEC





CONSCIOUS
      INTENTION is a reporting issuer with the Securities and Exchange Commission.
      CONSCIOUS INTENTION will continue to file annual reports on Form 10-KSB,
      quarterly reports on Form 10-QSB, current reports on Form 8-K and amendments
      to
      these reports filed or furnished pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934, as amended, as required to maintain the fully
      reporting status.





(3)
            Availability
                of Filings





The
      public may read and copy any materials CONSCIOUS INTENTION files with the SEC
      at
      the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
      20549. The public may obtain information on the operation of the Public
      Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC
      maintains an Internet site (http://www.sec.gov) that contains reports, proxy
      and
      information statements, and other information regarding issuers that file
      electronically with the SEC.





7





Item
      2.
      Description of Property.





The
      Company's executive offices are located in the residence of the Company’s chief
      executive officer. The Company's telephone number is 604-505-1085. We do not
      pay
      any rent for this facility.




Item
      3.
      Legal Proceedings.





CONSCIOUS
      INTENTION is not a party to any pending legal proceeding.





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





During
      the fourth quarter of the fiscal year ending December 31, 2005, no matter was
      submitted for vote to holders of the Company’s securities.























































8





PART
      II








Item
      5.
      Market for Common Equity and Related Stockholder Matters.





Market
      Information





The
      Company's equity is not currently traded on any exchange.





Outstanding
      Options, Conversions, and Planned Issuance of Common Stock





There
      are
      no outstanding warrants or options to purchase the Company’s stock.





Security
      Holders





CONSCIOUS
      INTENTION currently has 9,970,000 shares of Common Stock issued and
      outstanding.





Dividends





As
      of the
      date of this report, CONSCIOUS INTENTION has not declared nor paid any dividends
      on its Common Stock. As of the date of this report, CONSCIOUS INTENTION does
      not
      have a formal dividend policy.





Transfer
      Agent and Registrar





The
      Transfer Agent for the shares of common voting stock of CONSCIOUS INTENTION
      is
      Pacific Stock Transfer Company, 500 East Warm Springs Road, Suite 240, Las
      Vegas, Nevada 89119, (702) 361-3033.





Recent
      Sales of Unregistered Securities.





In
      September 2003 we issued registered common stock with a deemed value of $.50
      per
      share to four investors, James Price, Tim Rieu, Aero Financial, Inc., and Nixel
      Holdings LLC. We received $10,000 in gross proceeds. 10,000 shares were issued,
      and 10,000 shares have been paid for but not yet issued. The proceeds received
      were used to pay outstanding offering costs. The shares were issued to
      accredited investors pursuant to exemptions from registration as set out in
      Rule
      506 of Regulation D under the Securities Act. In September, 2005, we sold
      5,950,000 common shares to chief executive officer Andrew Hamilton for a cash
      investment of $30,000 and payment of our outstanding accounts payable of
      $25,000.








Item
      6.
      Management's Analysis of Financial Condition and Plan of Operation.




A.
              Management's
                  Analysis of Financial Condition


This
      section should be read in conjunction with the audited financial statements
      included in Part II of this filing.





Since
      inception, the Company generated no revenues and incurred a cumulative net
      loss
      of $54,234. The Company's loss resulted primarily from legal and accounting
      fees.


9





As
      noted
      by the Auditors, the Company has limited operations and very little cash, which
      raises substantial doubt about its ability to continue as a going concern.
      Due
      to the Company's lack of any current revenue source, the Company is dependent
      upon its ability to secure equity and/or debt financing or to obtain a
      consulting engagement. There are no assurances that the Company will be
      successful in securing such funding or such an engagement. It is important
      to
      note that without additional capital, it would be unlikely for the Company
      to
      continue as a going concern and it may be forced to terminate business
      operations.





Over
      the
      next twelve months, the Company plans to take the following material steps
      to
      further implement our business plan:





(1)
            Plan
                of Operation:





The
      Company will now provide management consulting services to corporations through
      the efforts of Mr. Hamilton and other consultants he intends to hire through
      recruiting or acquisition. Mr. Hamilton has identified five key areas of focus
      in the management consulting arena which are consumer electronics, oil and
      gas,
      entertainment and media, software and internet technology and life sciences.
      The
      Company is now targeting these areas to acquire new consulting business. By
      the
      end of May, 2006, the Company intends to employ a total of three management
      consultants, including Mr. Hamilton. In addition, the Company has a growth
      plan
      to engage consultants on the Indian Subcontinent in order to take advantage
      of
      large talent pools and relatively low wages that are prevalent there. Mr.
      Hamilton is also searching for acquisition opportunities, including the purchase
      of other small management consultancies and any other business in the five
      key
      areas previously identified which could add to the Company’s strengths.




(2)
            Material
                Steps Required to Implement the Twelve-Month
                Plan:





Our
      twelve-month plan requires us to accomplish the following steps:





1.
            Identify
                potential consulting clients.


2.
            Identify
                potential new hires in India.


3.
            Develop
                a pricing structure.


4.
            Search
                for acquisition opportunities.





(3)
            Estimated
                Costs and Timetable for Completion of
                Steps:





The
      company estimates that the above steps should cost no more than $25,000 and
      be
      completed within 12 months.


10





Management's
      Analysis of Financial Performance





The
      Company had no significant operations from the period January 1, 2005 until
      December 31, 2005. It financed its operations, which were limited to seeking
      a
      business combination and its public reporting requirements. Since inception,
      the
      Company has generated no revenue and a loss of $54,234.





The
      Company is considered a development stage company.





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.





CONSCIOUS
      INTENTION financed its operations during the period from advances from
      shareholders and an increase in accounts payable.





As
      of
      December 31, 2005, CONSCIOUS INTENTION had $30,000 in current assets and $15,234
      in current liabilities. The current assets consisted of cash. The current
      liabilities consisted of accounts payable.




B.
            Plan
                of Operation





The
      Company believes that it has insufficient resources to support its operations
      for the next twelve to eighteen months.





CONSCIOUS
      INTENTION believes that it has insufficient resources to support its operations
      for the next twelve to eighteen months. Without realizing revenues or additional
      borrowings, CONSCIOUS INTENTION will face financial difficulties and needs
      to
      raise additional capital. It is the intent of CONSCIOUS INTENTION, in the next
      twelve months, to generate investment and revenues sufficient to operate and
      grow as a going concern.





















































11





Item
      7.
      Financial Statements





TABLE
      OF CONTENTS








PAGEREPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-1BALANCE
                SHEET
            F-2STATEMENT
                OF OPERATIONS
            F-3STATEMENTS
                  OF STOCKHOLDERS' EQUITY (DEFICIT)
            F-4STATEMENT
                OF CASH FLOWS
            F-5NOTES
                TO FINANCIAL STATEMENTS
            F-6



































12


**H****ANSEN****,
                B****ARNETT****&
                M****AXWELL**A
                Professional CorporationCERTIFIED
                PUBLIC ACCOUNTANTS
            
            **Registered
                with the Public Company**5
                  Triad Center, Suite 750
            
            **Accounting
                Oversight Board**Salt
                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, 2005 and 2004 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, 2005. 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, 2005 and 2004 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, 2005 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**





Salt
      Lake
      City, Utah


April
      17,
      2006








F-1






**CONSCIOUS
      INTENTION, INC.**


**(A
      Development Stage Enterprise)**


**BALANCE
      SHEETS**








**December
                31,**
            
            **December
                31,****2005**
            
            **2004****ASSETS**CURRENT
                ASSETSCash
            
            $
            30,000
            
            $
            -Total
                Assets
            
            $
            30,000
            
            $
            -**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)**CURRENT
                LIABILITIESFunds
                drawn in excess of cash in bank
            
            $
            -
            
            $
            2Accounts
                payable
            
            
            15,234
            
            
            39,330Payable
                to related parties
            
            
            -
            
            
            7,810Total
                Current Liabilities
            
            
            15,234
            
            
            47,142COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS'
                EQUITY (DEFICIT)Common
                stock, par value $.001, 10,000,000 shares authorized, 9,970,000 and
                4,020,000 issued and outstanding, respectively
            
            
            9,970
            
            
            4,020Paid
                in capital
            
            
            59,030
            
            
            9,980(Deficit)
                accumulated during the development stage
            
            
            (54,234
            )
            
            (61,142
            )Total
                Stockholders' Equity (Deficit)
            
            
            14,766
            
            
            (47,142
            )$
            30,000
            
            $
            -





See
      accompanying notes to the financial statements





F-2


**CONSCIOUS
      INTENTION, INC.**


**(A
      Development Stage Enterprise)**


**STATEMENTS
      OF OPERATIONS**





**From
                October 12, 2001****Year
                ended**
            
            **Year
                ended**
            
            **(Date
                of Inception) to****December
                31, 2005**
            
            **December
                31, 2004**
            
            **December
                31, 2005**REVENUES
            
            $
            -
            
            $
            -
            
            $
            -EXPENSESSelling,
                general and administrative
            
            
            10,902
            
            
            17,696
            
            
            72,074Total
                expenses
            
            
            10,902
            
            
            17,696
            
            
            72,074Net
                (loss) from operations
            
            
            (10,902
            )
            
            (17,696
            )
            
            (72,074
            )Gain
                on forgiveness of debt
            
            
            17,810
            
            
            -
            
            
            17,810Interest
                income
            
            
            -
            
            
            -
            
            
            30Net
                income (loss)
            
            $
            6,908
            
            $
            (17,696
            )
            $
            (54,234
            )NET
                (LOSS) PER SHARE
            
            $
            (0.00
            )
            $
            (0.00
            )WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
            
            
            5,011,667
            
            
            4,020,000



















See
      accompanying notes to the financial statements





F-3


**CONSCIOUS
      INTENTION, INC.**


**(A
      Development Stage Enterprise)**


**STATEMENTS
      OF STOCKHOLDERS' EQUITY (DEFICIT)**




Common
                  Stock
              
              Paid-in
              
              (Deficit)
                Accumulated
                During
                Development
              
              Total
                Stockholders’
                  EquityShares
              
              Amount
              
              Capital
              
              Stage
              
              (Deficit)**Balance
                  - October 12, 2001 (date of inception)**
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Shares
                  issued for cash, $0.001 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, $0.50 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 payment of advance
              
              
              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
              )
              $
              14,766








See
      accompanying notes to the financial statements





F-4


**CONSCIOUS
      INTENTION, INC.**


**(A
      Development Stage Enterprise)**


**STATEMENTS
      OF CASH FLOWS**





**From
                October 12, 2001****Year
                ended December 31,**
            
            **(Date
                of Inception) to****2005**
            
            **2004**
            
            **December
                31, 2005****OPERATING
                ACTIVITIES**Net
                income (loss) from operations
            
            $
            6,908
            
            $
            (17,696
            )
            $
            (54,234
            )Adjustments
                to reconcile net income (loss) to net cash from operating
                activitiesGain
                on forgiveness of debt
            
            
            (17,810
            )
            
            -
            
            
            (17,810
            )Changes
                in operating assets and liabilities:Deferred
                offering costs
            
            
            -
            
            
            -
            
            
            23,844Funds
                drawn in excess of cash in bank
            
            
            (2
            )
            
            2
            
            
            -Increase
                (decrease) in accounts payable
            
            
            (14,096
            )
            
            10,606
            
            
            1,390Net
                cash used in operating activities
            
            
            (25,000
            )
            
            (7,088
            )
            
            (46,810
            )**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
            
            
            -
            
            
            55,000Decrease
                in payable to related party
            
            
            -
            
            
            7,000
            
            
            12,510Net
                cash provided by financing activities
            
            
            55,000
            
            
            7,000
            
            
            76,810Net
                increase (decrease) in cash
            
            
            30,000
            
            
            (88
            )
            
            30,000Cash,
                Beginning of period
            
            
            -
            
            
            88
            
            
            -Cash,
                End of period
            
            $
            30,000
            
            $
            -
            
            $
            30,000








See
      accompanying notes to the financial statements











F-5


**CONSCIOUS
      INTENTION, INC.**


**(A
      Development Stage Enterprise** **s** **)**


**NOTES
      TO FINANCIAL STATEMENTS**





**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 - SUMMARY OF 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 certain reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.





***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.








F-6





**CONSCIOUS
      INTENTION, INC.**


**(A
      Development Stage Enterprise** **s** **)**


**NOTES
      TO FINANCIAL STATEMENTS**








**NOTE
      3 - RELATED PARTY TRANSACTIONS**





During
      2004, the Company received an advance of $7,000 from an officer of the Company.
      The advance was non-interest bearing and repayment terms were not determined.
      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, the Company's 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**





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 stated 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.
      The
      share issuance was recorded in common stock and additional paid in
      capital.





**NOTE
      5 - INCOME TAXES**





The
      Company has paid no federal income taxes since its incorporation. As of December
      31, 2005 and 2004, the Company had net operating loss carryforwards for federal
      income tax reporting purposes of $54,234 and $61,142, respectively, which,
      if
      unused, will expire beginning in 2021. The tax effect of the operating loss
      carryforwards are as follows at December 31, 2005 and 2004:





**2005**
            
            **2004**Operating
                loss carry forwards
            
            $
            18,440
            
            $
            20,788Valuation
                allowance
            
            
            (18,440
            )
            
            (20,788
            )**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, 2005 and 2004:





**2005**
            
            **2004**Tax
                at federal statutory rate (34%)
            
            $
            (2,349
            )
            $
            (6,016
            )Benefit
                of operating loss carryforward
            
            
            (1,382
            )
            
            —Change
                in valuation allowance
            
            
            20,039
            
            
            6,016**Provision
                for Income Taxes**
            
            $
            —
            
            $
            —










F-7






ITEM
      8.
      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
      DISCLOSURE.




None.







ITEM
      8A.
      CONTROLS AND PROCEDURES.




DISCLOSURE
      CONTROLS AND PROCEDURES. The Company maintains disclosure controls and
      procedures that are designed to ensure that information required to be disclosed
      in our Securities Exchange Act of 1934 reports is recorded, processed,
      summarized and reported within the time periods specified in the SEC's rules
      and
      forms, and that such information is accumulated and communicated to our
      management, including our Chief Executive Officer, as appropriate, to allow
      timely decisions regarding required disclosure. As of the end of the period
      covered by this report, December 31, 2005, we completed an evaluation, under
      the
      supervision and with the participation of our management, consisting of our
      Chief Executive Officer, of the effectiveness of the design and operation of
      our
      disclosure controls and procedures pursuant to Securities Exchange Act of 1934
      Rules 13a-14(C) and 15d-14c). Based upon the foregoing, our Chief Executive
      Officer concluded that our disclosure controls and procedures were effective
      in
      connection with the filing of this annual report on Form 10-KSB for the fiscal
      year ended December 31, 2005.







CHANGES
      IN INTERNAL CONTROLS. There were no significant changes in our internal controls
      over financial reporting during the fiscal year ended December 31, 2005 that
      have materially affected or are reasonably likely to materially affect, our
      internal controls over financial reporting.








PART
      III





Item
      9.
      Directors, Executive Officers, Promoters and Control Persons





A.
      Directors, Executive Officers and Significant Employees





The
      names, ages, and positions of the Company's current and former directors,
      executive officers, and significant employees are as follows:





NAME
            AGE
            POSITION
            DIRECTOR
                SINCE/UNTILAndrew
                Hamilton
            35
            Sole
                Director, President, CEO, Principal Accounting and Financial
                Officer
            November
                2005/Present








13





Andrew
      Hamilton has been employed for the last five years as an independent management
      consultant.




The
      Company does not have an audit committee financial expert serving on its audit
      committee. The Company believes that an audit committee financial expert is
      not
      currently needed due to the fact that the Company has a limited number of
      financial transactions, the financial transactions being conducted are not
      complex, and the Company has limited resources available to hire such an
      expert.





B.
            Family
                Relationships





None.





C.
            Involvement
                on Certain Material Legal Proceedings During the Last Five
                Years





No
      director, officer, significant employee or consultant has been convicted in
      a
      criminal proceeding, exclusive of traffic violations. No director, officer,
      significant employee or consultant has been permanently or temporarily enjoined,
      barred, suspended or otherwise limited from involvement in any type of business,
      securities or banking activities. No director, officer or significant employee
      has been convicted of violating a federal or state securities or commodities
      law.





Item
      10.
      Executive Compensation.





Summary
      Compensation Table





NAME
            POSITION
            COMPENSATIONAndrew
                Hamilton
            President,
                Treasurer, Secretary, and Director
            None








Employment
      Contracts





The
      Company has no employment agreements with any of its officers or directors.





Item
      11.
      Security Ownership of Certain Beneficial Owners and Management.





Security
      Ownership of Certain Beneficial Owners and Management





The
      following table sets forth certain information as of the date of this
      Registration Statement with respect to the beneficial ownership of the Common
      Stock of the Company by (i) each director, (ii) each executive officer, (iii)
      the directors and officers of the Company as a group, (iv) and each person
      known
      by the Company to own beneficially more than five percent (5%) of the Common
      Stock. Unless otherwise indicated, the owners have sole voting and investment
      power with respect to their respective shares.








14






Title
                of Class
            Name
                of Beneficial Owner
            Number
                of Shares
            %
                of ClassCommon
                Stock
            Andrew
                Hamilton, President, Treasurer, Chief Executive Officer, Secretary,
                Principal Accounting Officer, Director.
            9,572,000
            98.6%





Footnotes:


(1).
            The
                address for Andrew Hamilton is #302 - 1275 Hamilton St. Vancouver
                BC,
                Canada V6B 1E2




Change
      in
      Control





No
      arrangements exist that may result in a change of control of CONSCIOUS
      INTENTION.




Item
      12.
      Certain Relationships and Related Transactions.





On
      November 11, 2005, the Company’s sole director and Chief Executive Officer Sylva
      K. Leduc entered into an agreement to sell approximately 90% of the Company’s
      outstanding common stock to a non-related party, Andrew Hamilton . 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
      Andrew Hamilton is the new President and Chief Executive Officer of the Company.
      On the same date, the outgoing Chief Executive Officer agreed to forgive $17,810
      in related party payables owed to her by the Company.




On
      November 11, 2005, the Company issued 5,950,000 common shares to the new
      President and Chief Executive Officer Andrew Hamilton in consideration for
      the
      settlement of a $55,000 non-interest bearing note payable. The share issuance
      was recorded in common stock and additional paid in capital.




Item
      13.
      Exhibits





(a)
            Exhibits
                required by Item 601 of Regulation
                S-B





Exhibit
                Number
            Name
                and/or Identification of Exhibit3.1
                (i)
            Articles
                of Incorporation of the Company and Amendments thereto, incorporated
                by
                reference to the Registration Statement on Form SB-2, as amended,
                previously filed with the SEC.3.2
                (ii)
            By-Laws
                of the Company previously filed and incorporated by reference to
                the
                Registration Statement on Form SB-2, as amended, previously filed
                with the
                SEC.31.1
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200232.1
            Certification
                of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002







(b)
            Items
                reported on Form 8-K.







15





There
      was
      one report issued on Form 8-K during the fourth quarter of the fiscal year
      ended
      December 31, 2005.





Item
      5.02. Departure of Directors or Principal Officers; Election of Directors;
      Appointment of Principal Officers.





In
      connection with the private purchase by Andrew Hamilton of 3,622,000 shares
      of
      common stock in Conscious Intention, Inc., a Nevada Corporation (“CI”) on
      November 10, 2005, the board of directors of Conscious Intention, Inc. (the
      “Board”) appointed Andrew Hamilton to the Board of Directors as the Sole
      Director and as President, Chief Executive Officer and Principal Accounting
      Officer accepted the resignation of Sylva Leduc as Sole Director, President,
      Chief Executive Officer and Principal Accounting Officer.





Item
      8.01. Other Items.





On
      November 10, 2005 Sylva Leduc, President, Chief Executive Officer, Sole Director
      and Principal Financial and Accounting Officer of Conscious Intention, Inc.
      a
      Nevada corporation, (“CI”) entered into an agreement with Andrew Hamilton to
      sell 3,622,000 common shares in CI held by Ms. Leduc to Mr. Hamilton. Until
      November 10, 2005, Mr. Hamilton was not a shareholder of CI, however, he did
      advance $30,000 to CI on September 30, 2005 and paid additional expenses of
      $25,000 on behalf of CI. On November 11, 2005, Mr. Hamilton received 5,950,000
      shares in CI in exchange for the $55,000 previously advanced, thereby purchasing
      5,950,000 common shares of CI at a per share purchase price of $0.00924 per
      share.








ITEM
      14.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES.




Audit
      fees. Total annual audit fees billed for professional services rendered by
      Hansen, Barnett and Maxwell during the 2005 fiscal year for the audit of our
      annual financial statements and the review of the financial statements included
      in our quarterly reports on Form 10-QSB, or services that are normally provided
      by Hansen Barnett and Maxwell in connection with statutory and regulatory
      filings or engagements for 2005, totaled $5,363. Audit fees billed for our
      fiscal year ending December 31, 2004 were $8,173.




Audit-related
      Fees. Total annual audit fees billed during the 2005 fiscal year for assurance
      and related services by Hansen, Barnett and Maxwell that are reasonably related
      to the performance of the audit or review of the Company's financial statements
      and not reported in the paragraph above under "Audit Fees" were $0.




Tax
      Fees.
      The total fees billed during the 2005 for professional services rendered by
      Hansen, Barnett and Maxwell for tax compliance, tax advice, and tax planning
      services were $0




All
      Other
      Fees. There were no fees billed by Hansen, Barnett and Maxwell during our 2005
      fiscal year for any other services rendered to the Company other than the
      amounts set forth above.







16





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.







Conscious
      Intention, Inc. Inc.


(Registrant)








Signature
            Title
            Date/s/
                Andrew
                Hamilton
            President,
                Principal Executive Officer, Director
            April
                19,2006Andrew
                Hamilton/s/
                  Andrew
                  Hamilton
            Principal
                Financial Officer
            April
                19,2006Andrew
                Hamilton/s/
                  Andrew
                  Hamilton
            Principal
                Accounting Officer
            April
                19,2006Andrew
                Hamilton








































17