UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

[x] QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                For the Quarterly Period Ended September 30, 2006

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

             For the Transition Period From __________ to __________

                         Commission File Number: 0-9500

                        MOUNTAINS WEST EXPLORATION, INC.
        (Exact name of small business issuer as specified in its charter)

                 New Mexico                        85-0280415
       (State or other jurisdiction of            (IRS Employer
        incorporation or organization)          Identification No.)

3111 N. Seminary, Suite 1N, Chicago, Illinois 60657
---------------------------------------------------
(Address of principal executive offices)

     Issuer's telephone number, including area code: (312) 952-7100

Check  whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

The number of shares of the issuer's common stock,  par value $.001 per share,
outstanding at November 15, 2006, was 1,300,018 shares.

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


                                       1
<PAGE>


                                TABLE OF CONTENTS
                                                                          PAGE
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                              3

Balance Sheets September 30, 2006 (unaudited) and
 December 31, 2005                                                         3

Statements of Operations for the Three-Months and Nine-Months
 ended September 30, 2006 (unaudited)                                      4

Statements of Stockholders Equity (Deficit) September 30, 2006
 (unaudited)                                                               5

Statements of Cash Flows for the Three-Months and Nine-Months ended
 September 30, 2006 (unaudited)                                            6

Notes to Consolidated Financial Statements (unaudited)                     7

Item 2.  Management's Discussion and Analysis on Plan of Operation         9

Item 3.  Controls and Procedures                                           12

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                  13

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds        13

Item 3. Defaults Upon Senior Securities                                    13

Item 4. Submission of Matters to a Vote of Security Holders                13

Item 5. Other Information                                                  13

Item 6. Exhibits                                                           13

Signatures                                                                 15


                                       2
<PAGE>

PART I.           FINANCIAL INFORMATION

ITEM 1            FINANCIAL STATEMENTS


                        MOUNTAINS WEST EXPLORATION, INC.
                          FINANCIAL STATEMENTS FOR THE
                      NINE-MONTHS ENDED SEPTEMBER 30, 2006
                                   (UNAUDITED)


                                                  Unaudited          Audited
                                                 September 30,     December 31,
                                                     2006             2005
                                                 --------------    -------------

ASSETS

   Current Assets:
      Cash                                       $       2,300     $          -
                                                 --------------    -------------

         Total Current Assets                            2,300                -
                                                 --------------    -------------

   Other Assets:
      Deposit for Acquisition                          250,000                -
                                                 --------------    -------------

         Total Other Assets                            250,000                -
                                                 --------------    -------------

TOTAL ASSETS                                     $     252,300                -
                                                 ==============    =============


LIABILITIES ANDSTOCKHOLDERS' EQUITY (DEFICIT)

   Current Liabilities:
      Accounts Payable                                 116,930           25,450
      Accrued Interest                                  19,958            4,433
      Notes Payable - Convertible Debentures           347,500                -
      Notes Payable - Related Party                    103,000          197,000
                                                 --------------    -------------

         Total Current Liabilities                     587,388          226,883
                                                 --------------    -------------


   Stockholders Equity (Deficit)
     Common stock, no par value, 50,000,000          1,582,786        1,582,786
       shares authorized, 1,300,018 shares
       issued and outstanding September 30, 2006
       and December 31, 2005 respectively
     Retained Earnings (Deficit)                    (1,917,874)      (1,809,669)
                                                 --------------    -------------

         Total Stockholders' Equity (Deficit)         (335,088)        (226,883)
                                                 --------------    -------------

TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)                              $     252,300     $          -
                                                 ==============    =============



                                       3
<PAGE>


                        MOUNTAINS WEST EXPLORATION, INC

                            Statement of Operations
                          For the Three-Months and Nine-
                         Months ended September 30, 2006
                                  (Unaudited)



<TABLE>
<CAPTION>

                                Three-Months Ended           Nine-Months Ended
                             --------------------------  --------------------------
                                   September 30,              September 30,
                               2006            2005         2006          2005
                             ----------     -----------  ----------      ----------
CONTINUED OPERATIONS
REVENUE:
<S>                               <C>           <C>         <C>           <C>
    Revenue                   $        -     $       -    $        -      $      -

Total Income                           -             -             -             -

EXPENSES:
    Operating Expenses                 -             -           615             -
    Administation Expenses        18,148             -        92,065             -

TOTAL EXPENSES                    18,148             -        92,680             -

OTHER EXPENSES:
   Interest Expense                5,175             -        15,525             -

TOTAL OTHER EXPENSES               5,175             -        15,525             -

NET (LOSS) FROM CONTINUED     $  (23,323)    $       -     $(108,205)     $      -
OPERATIONS
                             ============   ===========   ============   ==========

DISCONTINUED OPERATIONS
REVENUE:
   Revenue                             -             -             -       111,520

Total Income                           -             -             -       111,520

EXPENSES:
  Operating Expenses                   -             -             -        33,431
  Administration Expenses              -         3,466             -        30,637
  Mineral Interest Transferred         -             -             -        12,740
  Mineral Leases Expired               -             -             -        19,308
  Write off of assets                  -             -             -         2,370

TOTAL EXPENSES                         -         3,466             -        98,486

NET INCOME FROM DISCONTINUED  $        -     $  (3,466)    $       -      $ 13,034
OPERATIONS
                             ============   ===========   ============   ==========

PER SHARE INFORMATION
Weighted average number of
  common shares outstanding    1,300,018       999,994      1,300,018      999,994

Net Loss per common share     $    (0.02)    $       -     $    (0.08)    $   0.01
                             ============   ===========   ============   ==========

</TABLE>





                                       4
<PAGE>

                        MOUNTAINS WEST EXPLORATION, INC.
                         Stockholders' Equity (Deficit)
                               September 30, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                          Deficit
                                    COMMON STOCKS          Accum.
                               ------------------------    During        Total
                                                         Development  Stockholders'
                               # OF SHARES    AMOUNT       STAGE        EQUITY
                               -----------  -----------  ------------ -------------
<S>                                 <C>         <C>          <C>           <C>

Balance - December 31, 2001       740,409    1,554,786   (1,573,676)     (18,890)
                               -----------  -----------  ------------ -------------

Net Loss for Year                       -            -       (4,094)      (4,094)
                               -----------  -----------  ------------ -------------

Balance - December 31, 2002       740,409    1,554,786   (1,577,770)     (22,984)
                               -----------  -----------  ------------ -------------

Net Loss for Year                       -            -      (16,483)     (16,483)
                               -----------  -----------  ------------ -------------

Balance - December 31, 2003       740,409    1,554,786   (1,594,253)     (39,467)
                               -----------  -----------  ------------ -------------

Issuance of stock for cash        259,609       25,000             -       25,000
Net Profit for the Year                 -            -         1,433        1,433
                               -----------  -----------  ------------ -------------

Balance - December 31, 2004     1,000,018    1,579,786   (1,592,820)     (13,034)
                               -----------  -----------  ------------ -------------

Issuance of stock for cash        300,000        3,000             -        3,000
Net Loss for Year                       -            -     (216,849)    (216,849)
                               -----------  -----------  ------------ -------------

Balance - December 31, 2005     1,300,018    1,582,786   (1,809,669)    (226,883)
                               -----------  -----------  ------------ -------------

Net Loss for Period                     -            -     (108,205)    (108,205)
                               -----------  -----------  ------------ -------------

Balance - September 30, 2006    1,300,018   $1,582,786   $(1,917,874)  $(335,088)
                               ===========  ===========  ============ =============

All shares of stock reflects
a 1 for 50 reverse split in
April 2005

</TABLE>




                                       5
<PAGE>


                        MOUNTAINS WEST EXPLORATION, INC.
                             Statements of Cash Flow
                    For Nine-Months ended September 30, 2006
                                  (Unaudited)


                                                          Nine-Months Ended
                                                          September 30, 2006
                                                   ---------------------------
                                                         2006           2005
                                                   ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net Profit/Loss                                   $(108,205)        13,034
   Adjustments to reconcile net loss to net
      cash usedby operating activities
   Changes in operating assets and liabilities
      (Increase)  in Other  Assets                           -         34,418
      Increase  (Decrease)  in  Accounts
                                                   ------------   ------------
      Payable and Accruals                             107,005        (78,089)

NET CASH USED IN OPERATING ACTIVITIES                   (1,200)       (30,637)
                                                   ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Payment for Deposit on Acquisition                 (250,000)             -
                                                   ------------   ------------

NET CASH USED FOR INVESTING ACTIVITIES                (250,000)             -
                                                   ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from Notes Payable - Convertible           347,500              -
   Payment made on Note Payable - Related Party       (197,000)             -
   Proceeds from Notes Payable - Related Party         103,000              -

NET CASH USED FOR FINANCING ACTIVITIES                 253,500              -
                                                   ------------   ------------

NET INCREASE IN CASH & CASH EQUIVALENTS                  2,300        (30,637)

BEGINNING CASH & CASH EQUIVALENTS                            -         30,637
                                                   ------------   ------------

ENDING CASH & CASH EQUIVALENTS                     $     2,300              -
                                                   ============   ============

SUPPLEMENTAL DISCLOSUE OF CASH FLOW
INFORMATION
     Cash paid for interest                        $         -    $       297
                                                   ============   ============
     Cash paid for Income Taxes                    $         -              -
                                                   ============   ============


                                       6
<PAGE>







                        MOUNTAINS WEST EXPLORATION, INC.
                          Notes to Financial Statements
                               September 30, 2006
                                   (Unaudited)

Note 1 - PRESENTATION OF INTERIM INFORMATION:

     In the opinion of the  management of Mountains West  Exploration,  Inc. the
accompanying  unaudited  financial  statements  include  all normal  adjustments
considered  necessary to present  fairly the financial  position as of September
30, 2006 and the results of  operations  for the  three-months  and  nine-months
ended  September  30,  2006  and  2005,  and  the  related  cash  flows  for the
three-months and nine-months ended September 30, 2006 and 2005.  Interim results
are not necessarily indicative of results for a full year.

   The financial statements and notes are presented as permitted by Form 10-QSB,
and do not  contain  certain  information  included  in  the  Company's  audited
financial statements and notes for the fiscal year ended December 31, 2005.

Note 2 - GOING CONCERN:

   The Company's  financial  statements have been presented on the basis that it
is a going  concern,  which  contemplated  the  realization  of  assets  and the
satisfaction  of  liabilities  in the normal  course of  business.  The  current
liabilities  exceed  the  current  assets by  $585,088  and have an  accumulated
deficit of $1,917,874.

   The Company's  ability to continue as a going  concern is dependent  upon its
ability to develop  additional  sources of capital or locate a merger  candidate
and  ultimately,  achieve  profitable  operations.  The  accompanying  financial
statements do not include any adjustments  that might result from the outcome of
these  uncertainties.  Management  is  seeking  new  capital to  revitalize  the
Company.

Note 3 - NOTES PAYABLE - RELATED PARTY:

Following is the summary of Notes Payable at September 30, 2006:

   LD  Acquisition,  LLC - A one year loan at 18% interest  per annum.  $103,000
                                                                         =======



                                       7
<PAGE>

                        MOUNTAINS WEST EXPLORATION, INC.
                          Notes to Financial Statements
                               September 30, 2006
                                   (Unaudited)


Note 4 - NOTES PAYABLE - CONVERTIBLE DEBENTURE:

   On September 30, 2006 the Company had the following Convertible Debentures:

Note payable to William Kargle, bearing 7% interest per annum,
due March 1, 2007 unless sooner converted.                              $ 35,000

Note payable to Thomas Case,  bearing 7% interest per annum,
due March 1, 2007, unless sooner converted.                               25,000

Note payable to Northwest  Cedar  Products,  bearing 7% interest
per annum, due March 1, 2007, unless sooner converted.                    62,500

Note payable to Anthony  Gagliardi,  bearing 7% interest per annum,
due March 1, 2007, unless sooner converted.                               25,000

Note  payable to Albert Pick III,  bearing 7% interest  per annum,
due March 1, 2007, unless sooner converted.                              100,000

Note payable to Kenneth White, bearing 7% interest per annum,
due March 1, 2007, unless sooner converted.                               15,000

Note payable to William  Martinez,  bearing 7% interest per annum,
due March 1, 2007, unless sooner converted.                               45,000

Note payable to Jack Clark,  bearing 7% interest  per annum,
due March 1, 2007, unless sooner converted.                               25,000

Note payable to Randy Holzhauler, bearing 7% interest per annum,
due March 1, 2007, unless sooner converted.                               15,000
                                                                        --------

Total Convertible Debentures                                            $347,500


These notes are all  convertible  at a 25%  discount  to the  Private  Placement
offering price of  approximately  $1.25 per share.  As of November 10, 2006, the
Private Placement has not been completed.


                                       8
<PAGE>



                        MOUNTAINS WEST EXPLORATION, INC.
                          Notes to Financial Statements
                               September 30, 2006
                                   (Unaudited)

Note 5 - DISCONTINUED OPERATIONS:

   Due to the  unitization of the Company's  fractional  interests in wells into
the Spanish Peaks Federal unit by the operator, which resulted in a revenue back
charge estimated at $40,000 for overpayment of revenue,  and the anticipation of
future  charges to  revenues  for  development  and  workover,  the  Company has
assigned  its  interest  in  the  Spanish  Peaks  unit  to  a  non-affiliate  in
consideration  for the  assumption of all of the revenue back charges and future
assessments. These discontinued operations have been presented in the accounting
financial statements.

Note 6 - DEPOSIT ON BUSINESS ACQUISITION:

     On March 22, 2006,  Mountains  West  Exploration,  Inc.  signed a letter of
intent to purchase an online  dating and online  education  business  from Think
Partnership,  Inc.  This  letter of intent has  expired.  However,  the  Company
entered  into a  replacement  letter  of intent  with  Think  Partnership,  Inc.
Mountains West Exploration,  Inc. has paid Think Partnership,  Inc. a deposit of
$250,000  to be credited  against  the  purchase  price if the  transaction  was
completed.  The  $250,000  deposit  will  only be  returned  to  Mountains  West
Exploration,  Inc., if Think  Partnership  sells the Selected  Subsidiaries to a
third  party.  Think  Partnership,  Inc.  also  agreed  to  pay  Mountains  West
Exploration,  Inc. a breakup fee of $250,000.  Mountains West Exploration,  Inc.
borrowed the funds for this  transaction  from a related party,  LD Acquisitions
("LD").  This  acquisition has not been completed as of November 10, 2006 as the
Company has not completed the Private Placement to raise additional  capital for
the completion of the payment to Think Partnership, Inc.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cautionary and Forward Looking Statements

   In addition to  statements  of  historical  fact,  this Form 10-QSB  contains
forward-looking statements. The presentation of future aspects of Mountains West
Exploration,   Inc.,  ("Mountains  West  Exploration,  Inc."  the  "Company"  or
"issuer")  found  in these  statements  is  subject  to a  number  of risks  and
uncertainties  that could cause actual results to differ  materially  from those
reflected in such statements.  Readers are cautioned not to place undue reliance
on these forward-looking statements, which reflect management's analysis only as
of the date hereof. Without limiting the generality of the foregoing, words such
as "may," "will," "expect," "believe," "anticipate," "intend," or "could" or the
negative  variations thereof or comparable  terminology are intended to identify
forward-looking statements.


                                       9
<PAGE>

   These forward-looking  statements are subject to numerous assumptions,  risks
and uncertainties that may cause Mountains West Exploration, Inc. actual results
to be  materially  different  from any future  results  expressed  or implied by
Mountains West Exploration, Inc. in those statements. Important facts that could
prevent  Mountains  West  Exploration,  Inc.  from  achieving  any stated  goals
include, but are not limited to, the following:

   Some of these risks might include, but are not limited to, the following:

   (a) volatility or decline of the Company's stock price;

   (b) potential fluctuation in quarterly results;

   (c) failure of the Company to earn revenues or profits;

   (d) inadequate capital to continue or expand its business, inability to raise
additional capital or financing to implement its business plans;

   (e) failure to make sales;

   (f) rapid and significant changes in markets;

   (g) litigation with or legal claims and allegations by outside parties; or

   (h) insufficient revenues to cover operating costs.

   There is no assurance  that the Company will be  profitable,  and the Company
may not be able to successfully develop, or manage any business, the Company may
not be able to  attract  or  retain  qualified  executives  and  personnel,  and
competition  and  government   regulation  may  hinder  the  Company's  business
attempts.  Further,  additional  dilution in outstanding  stock ownership may be
incurred due to the issuance of more shares,  warrants and stock options, or the
exercise of warrants and stock options, and other risks inherent in business.

   The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances  that arise after the date hereof.
Readers should  carefully  review the factors  described in other  documents the
Company  files from time to time with the  Securities  and Exchange  Commission,
including the Quarterly  Reports on Form 10-QSB and Annual Report on Form 10-KSB
filed by the  Company  for the period  ending  December  31,  2005.

   Results of Operations  for the Quarter  Ended  September 30, 2006 compared to
Same Period in 2005.

   During the  quarter  ended  September  30,  2006 and 2005  respectively,  the
Company had no revenues.


                                       10
<PAGE>

   The Company  had  operating  expenses of $0 in the  quarters in 2006 and 2005
respectively.  The Company incurred  administrative  expenses of $18,148 in 2006
compared to $3,466 in 2005 for the period. The total expenses in the period were
$18,148 in 2006 compared to $3,466 for the same period in 2005. The net loss for
the period was $23,323 in 2006  compared to $3,466 in 2005 for the same  period.
The net loss per share was  ($0.02)  for the  period  in 2006 as  compared  to a
nominal loss for the same period in 2005.

   Results of Operations  for the nine-months Ended  September 30, 2006 compared
to Same Period in 2005.

   The Company had revenues of $0 in the nine-month  period in 2006  compared to
$111,520 in the nine-month period in 2005.

The Company  experienced $615 in operating  expenses in the nine-month period in
2006 compared to $33,431 in such expense in the same period in 2005. The Company
incurred  administrative  expenses  of $92,065 in 2006 and  $30,637 for the same
period in 2005.  The total expenses were $92,680 in 2006 compared to $64,068 for
the same  period  in  2005.  The net loss for the  period  was  $108,205 in 2006
compared  to a net income of $13,034 in 2005 for the same  period.  The net loss
per  share  was $0.08 in 2006 as  compared  to net  profit of $0.01 for the same
period in 2005.

Changes in Financial Condition

Year to date the Company  experienced  a decrease in cash  position to $2,300 at
quarter  end.  The  Company  has  total  current  liabilities  in the  amount of
$587,388.  The  Company  expects  the trend will be  increased  losses due to no
revenues.  The Company has no long term debt.

Liquidity and Capital Resources

   Year to date,  the Company  had a  increased  cash  position,  which  remains
insufficient for any significant  operations.  The Company had $2,300 in cash at
quarter end. The Company's total assets are $252,300.

   The Company's only capital resources are its common stock which might be sold
to raise capital.

NEED FOR ADDITIONAL FINANCING

   The Company  does not have  capital  sufficient  to meet the  Company's  cash
needs,  to operate,  and pay debt,  including the costs of  compliance  with the
continuing  reporting  requirements of the Securities  Exchange Act of 1934. The
Company will have to seek loans or equity  placements  to cover such cash needs.
Lack of capital may be a sufficient  impediment to prevent it from accomplishing
the goal of expanding its operations.  There is no assurance, that without funds
it will ultimately allow the Company to carry out its business. The Company will


                                       11
<PAGE>

need to raise additional funds to continue and expand its business activities in
the next twelve months.

   No  commitments to provide  additional  funds have been made by management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds  will be other  than  available  to the  Company  to allow it to cover its
expenses as they may be incurred.

   Irrespective  of whether the Company's  cash assets prove to be inadequate to
meet the  Company's  operational  needs,  the Company  might seek to  compensate
providers of services by issuances of stock in lieu of cash.

     On March 22,  2006,  the  Company  signed a letter of intent to purchase an
online dating and online education  business from Think  Partnership,  Inc. This
letter of intent has expired.  However,  the Company  entered into a replacement
letter  of  intent  with  Think   Partnership,   Inc.  The  Company  paid  Think
Partnership,  Inc. a deposit of  $250,000 to be  credited  against the  purchase
price if the  transaction  is  completed.  The  $250,000  deposit  will  only be
returned  to  the  Company  if  Think  Partnership,   Inc.  sells  the  Selected
Subsidiaries to a third party.  Think  Partnership,  Inc. also agreed to pay the
Company a breakup  fee of  $250,000.  The  Company  borrowed  the funds for this
deposit  from  a  related  party,  LD.  There  can  be no  assurance  that  this
transaction  will be consummated.  The  consummation of this  transaction  would
require  the  raise of  significant  additional  funds and the  satisfaction  of
several additional  conditions.  There can be no assurances that these funds can
or will be raised.

GOING CONCERN

   The Company's  auditor has issued a "going concern"  qualification as part of
his opinion in the Audit Report. There is substantial doubt about the ability of
the  Company to  continue as a "going  concern."  The  Company has no  business,
limited  capital,  no debt minimal cash, no other liquid assets,  and no capital
commitments.  Management hopes to seek and obtain funding,  via loans or private
placements of stock for operations, debt and to provide working capital.

SUBSEQUENT EVENTS

     On February 6, 2006 the Company entered into a Letter of Extension with LD,
an entity  indirectly  owned by Lee  Wiskowski  and Doug  Stukel.  The Letter of
Extension  extended the due date of the Promissory  Note, made by the Company to
LD on November  15, 2005 for the  principal  amount of One Hundred  Ninety-Seven
Thousand and NO/100 Dollars  ($197,000) ogether with simple interest computed at
a rate of (18%) per annum,  to May 6, 2006 (the  "Note").  This note was further
extended on May 11, 2006 to extend such due date to November 15, 2006.

OFF-BALANCE SHEET ARRANGEMENTS

   We are not a party to any off-balance sheet arrangements.

ITEM 3.  CONTROLS AND PROCEDURES


                                       12
<PAGE>

   a. Evaluation of Disclosure Controls and Procedures:

   As of the  end of  the  period  covered  by  this  report,  we  conducted  an
evaluation,  under the supervision and with the  participation  of our principal
executive officer and principal  financial officer,  of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the
Securities  Exchange Act of 1934 (the "Exchange Act"). Based on this evaluation,
our principal  executive officer and principal  financial officer concluded that
our disclosure  controls and procedures are effective to ensure that information
required  to be  disclosed  by us in  reports  that we file or submit  under the
Exchange Act is recorded,  processed,  summarized  and reported  within the time
periods specified in the SEC rules and forms.

   b. Changes in Internal Control over Financial Reporting:

   There  were no changes  in the  Company's  internal  control  over  financial
reporting identified in connection with the Company evaluation of these controls
as of the end of the period covered by this report that could have significantly
affected those controls  subsequent to the date of the evaluation referred to in
the  previous  paragraph,   including  any  correction  action  with  regard  to
significant deficiencies and material weakness.

PART II.  OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.

   NONE

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

   NONE

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

   NONE

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

   NONE

ITEM 5.     OTHER INFORMATION.

   NONE

ITEM 6.     EXHIBITS

   (a)  31.1   302 Sarbanes-Oxley Certification
        31.2   302 Sarbanes-Oxley Certification


                                       13
<PAGE>

        32.1   906 Sarbanes-Oxley Certification
        32.2   906 Sarbanes-Oxley Certification


                                       14
<PAGE>

                                   SIGNATURES

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


November 20, 2006
                                             /S/ Lee Wiskowski
                                             ----------------------------
                                             Lee Wiskowski, President
                                             (principal executive officer)


                                             /S/ Douglas Stukel
                                             ----------------------------
                                             Douglas Stukel, Treasurer
                                             (principal financial officer)



                                       15