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

                                    FORM 10-Q

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

                  For the Quarterly Period Ended June 30, 2006


                         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)                 (Zip Code)

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


                                Table of Contents

                         PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements......................................1

Balance Sheets June 30, 2006 (unaudited) and December 31, 2005.................2

Statements of Operations for the Three Months and Six Months ended June 30,
2006...........................................................................3

Statements of Stockholders Equity (Deficit) June 30, 2006 (unaudited)..........4

Statements of Cash Flows for the Three Months ended June 30, 2006 .............5

Notes to Consolidated Financial Statements (unaudited).........................6

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations..........................................................8


<PAGE>

Item 3  Controls and Procedures...............................................11

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings.....................................................11

Item 2. Changes in Securities.................................................11

Item 3. Defaults upon Senior Securities.......................................11

Item 4. Submission of Matters to a Vote of Security Holders...................11

Item 5. Other Information.....................................................11

Item 6. Exhibits and Reports on Form 8-K......................................11

Signatures....................................................................12


                          PART I. FINANCIAL INFORMATION

ITEM  1     CONSOLIDATED FINANCIAL STATEMENTS


                         Mountains West Exporation, Inc.
                              Financial Statements
                         Six Months Ended June 30, 2006
                                  (UNAUDITED)


                                        1
<PAGE>


                        Mountains West Exploration, Inc.
                              Balance Sheets as of
                                  June 30, 2006
                        (Unaudited) and December 31, 2005
                                   (Audited)

<TABLE>
<S>                                                             <C>                   <C>


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

ASSETS

   Current Assets:


      Cash                                                        $      15,500        $     -
                                                                 ----------------     --------------


         Total Current Assets                                            15,500              -
                                                                 ----------------     --------------

   Other Assets:

      Deposit for Acquisition                                           250,000              -
                                                                 ----------------     --------------


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



TOTAL ASSETS                                                        $   265,500        $     -
                                                                 ================     ==============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

   Current Liabilities:

      Accounts Payable                                                   99,982             25,450

      Accrued Interest                                                   14,783              4,433

      Notes Payable - Convertible Debentures                            347,500              -
      Notes Payable - Related Party                                     115,000            197,000
                                                                 ----------------     --------------

         Total Current Liabilities                                      577,265            226,883
                                                                 ----------------     --------------


   Stockholders Equity (Deficit)
     Common stock, no par value, 50,000,000 shares                    1,582,786         1,582,786
        authorized, 1,300,018 shares issued and outstanding
        June 30, 2006 and December 31, 2005 respectively
      Retained Earnings (Deficit)                                    (1,894,551)       (1,809,669)
                                                                 ----------------     --------------

         Total Stockholders' Equity (Deficit)                          (311,765)         (226,883)
                                                                 ----------------     --------------



TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)              $     265,500        $     -
                                                                 ================     ==============

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

</TABLE>

                                       2
<PAGE>

                        Mountains West Exploration, Inc.
                             Consolidated Condensed
                            Statements of Operations
                             June 30, 2006 and 2005
                                   (Unaudited)

<TABLE>
<S>                                             <C>                  <C>                <C>                 <C>

                                                                                                  Six-Months Ended
                                                             June 30,                                 June 30,
                                               --------------------------------------    -----------------------------------
                                                     2006                 2005                2006                2005
                                               ------------------    ----------------    ----------------    ---------------

REVENUE:

    Revenue                                     $      -              $      49,010       $       -               $ 111,520
                                               ------------------    ----------------    ----------------    ---------------


Total Income                                           -                     49,010               -                 111,520
                                               ------------------    ----------------    ----------------    ---------------

EXPENSES:

    Operating Expenses                                   -                    5,782                 615              33,431
    Administation Expenses                            38,003                  8,375              73,917              27,171
                                               ------------------    ----------------    ----------------    ---------------

TOTAL EXPENSES                                        38,003                 14,157              74,532              60,602
                                               ------------------    ----------------    ----------------    ---------------

OTHER EXPENSES:

   Mineral Interest Transferred                          -                   12,740                 -                12,740

   Mineral Leases Expired                                -                   19,308                 -                19,308
   Interest Expense                                     5,175                                   10,350
   Write off of assets                                   -                    2,370                 -                 2,370
                                               ------------------    ----------------    ----------------    ---------------

TOTAL OTHER EXPENSES                                    5,175                34,418              10,350              34,418
                                               ------------------    ----------------    ----------------    ---------------

NET INCOME (LOSS)                               $     (43,178)        $         435       $     (84,882)       $     16,500
                                               ==================    ================    ================    ===============

PER SHARE INFORMATION:
     Weighted average number
     of common shares outstanding                   1,300,018             1,000,018           1,300,018           1,000,018
                                               ------------------    ----------------    ----------------    ---------------


Net Loss per common share                       $       (0.03)        $      -            $       (0.06)      $        0.01
                                               ==================    ================    ================    ===============

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

</TABLE>
                                       3
<PAGE>



                        Mountains West Exploration, Inc.
                              Shareholders' Equity
                                   (Deficit)
                        January 1, 2006 to June 30, 2006
                                   (Unaudited)

<TABLE>
<S>                                               <C>                <C>               <C>                  <C>
                                                           COMMON STOCKS
                                                  ---------------------------------      Accum. During            Total
                                                                                         Development         Stockholders'
                                                   # of Shares          Amount              Stage               Equity
                                                  --------------     --------------    ----------------     ----------------


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                                     -                  -                (84,882)              (84,882)
                                                  --------------     --------------    ----------------     ----------------


Balance - June 30, 2006                              1,300,018        $1,582,786       $ (1,894,551)         $   (311,765)
                                                  ==============     ==============    ================     ================

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

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

</TABLE>

                                       4
<PAGE>


                        Mountains West Exploration, Inc.
                            Statements of Cash Flows
                             June 30, 2006 and 2005
                                   (Unaudited)

<TABLE>
                                                                                  Six-Months Ended
<S>                                                                      <C>               <C>
                                                                                      June 30,
                                                                         ------------------------------------
                                                                             2006                2005
                                                                         --------------    ------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net Profit/Loss                                                        $  (84,882)       $       16,065
   Adjustments to reconcile net loss to net cash used
      by operating activities
   Changes in operating assets and liabilities
      Increase in Accounts Payable and Accruals                               84,882               (34,861)

      (Increase) in Other Assets                                            (250,000)                    -
                                                                         --------------    ------------------

NET CASH USED IN OPERATING ACTIVITIES                                       (250,000)              (18,796)
                                                                         --------------    ------------------

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                               115,000                     -
                                                                         --------------    ------------------


NET CASH USED FOR FINANCING ACTIVITIES                                       265,500                     -
                                                                         --------------    ------------------

NET INCREASE IN CASH & CASH EQUIVALENTS                                       15,500                (18,796)


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

ENDING CASH & CASH EQUIVALENTS                                              $ 15,500            $    11,841
                                                                         ==============    ==================

SUPPLEMENTAL DISCLOSUE OF CASH FLOW INFORMATION

                                                                         $         -       $           297
     Cash paid for interest
                                                                         ==============    ==================
     Cash paid for Income Taxes                                          $         -        $            -
                                                                         ==============    ==================

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

</TABLE>

                                       5
<PAGE>


                        MOUNTAINS WEST EXPLORATION, INC.
                          Notes to Financial Statements
                                  June 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 June 30,
2006 and the results of operations for the three-months  ended June 30, 2006 and
2005,  and the related cash flows for the  three-months  ended June 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 $561,765 and have an accumulated deficit of $1,894,551.

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 June 30, 2006:

         LD Acquisition, LLC - A one year loan at 18% interest
         per annum.                                                     $115,000
                                                                         =======

                                       6
<PAGE>

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


Note 4 - NOTES PAYABLE - CONVERTIBLE DEBENTURE:

On June 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 Notes Payable                  $347,500
                                                                        --------

These notes are all  convertible  at a 25%  discount  to the  Private  Placement
offering price of approximately  $1.25 per share.  This Private  Placement is in
process of raising  capital and is expectant  take place in the third quarter of
2006.

                                       7
<PAGE>

                        MOUNTAINS WEST EXPLORATION, INC.
                          Notes to Financial Statements
                                  June 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.

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. Mountains West Exploration,  Inc. has 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
Mountains  West  Exploration,  Inc.,  if Think  Partnership  sells the  Selected
Subsidiaries to a third party.  Think  Partnership,  Inc. has also agreed to pay
Mountains  West  Exploration,  Inc. a breakup fee of  $250,000.  Mountains  West
Exploration,  Inc. has borrowed  the funds for this  transaction  from a related
party,  LD  Acquisition,  LLC. This  tranaction  has not been  consummated as of
August 15, 2006.

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.

            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.

                                       8
<PAGE>

            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 and any
Current Reports on Form 8-K filed by the Company.

     Results of Operations for the Three-Months  Ended June 30, 2006 compared to
Same Period in 2005

            The  Company had  revenues  of $0 in the three month  period in 2006
compared to $49,010 in the period in 2005 from production  sales from fractional
working interests.  The Company divested itself of fractional  producing working
interests in June 2005, when the production was unitized by the operator and the
Company was notified of significant  back charges  against future  revenues,  as
well as a  significantly  reduced  ownership in the unit. The cost of goods sold
was $0 and $0 in the three month period in 2006 and 2005 respectively.

            The Company  experienced  no  operating  expenses in the three month
period in 2006  compared  to $5,782 in such  expense in the same period in 2005.
There was  administrative  expense incurred in the period of $38,003 in 2006 and
$8,375 in 2005.  The total  expenses  in the  period  were  $38,003  in 2006 and
$14,157 in 2005. The net loss for the period was ($43,178) in 2006 compared to a
net  profit  of $435 in 2005 for the same  period.  The net loss per  share  was
(0.03) in the period in 2006 as  compared  to a net profit per share of slightly
greater than $0.00 in 2005.

     Results of Operations  for the  Six-Months  Ended June 30, 2006 compared to
Same Period in 2005

            The  Company  had  revenues  of $0 in the six  month  period in 2006
compared to $111,520 in the period in 2005 from production sales from fractional
working interests.  The Company divested itself of fractional  producing working
interests in June 2005, when the production was unitized by the operator and the
Company was notified of significant  back charges  against future  revenues,  as
well as a  significantly  reduced  ownership in the unit. The cost of goods sold
was $0 and $0 in the three month period in 2006 and 2005 respectively.

            The Company  experienced $615 operating  expenses in the three month
period in 2006  compared to $33,431 in such  expense in the same period in 2005.
There was  administrative  expense incurred in the period of $73,917 in 2006 and
$27,171  in 2005.  The total  expenses  in the period  were  $74,532 in 2006 and
$66,602 in 2005. The net loss for the period was ($84,882) in 2006 compared to a
net profit of $16,500  in 2005 for the same  period.  The net loss per share was
(0.06) in the period in 2006 as  compared  to a net profit per share of slightly
greater than $0.01 in 2005.

Changes in Financial Condition

            Year to date the Company  experienced a decrease in cash position to
$15,500 at quarter end. The  Company's  long term debt is $247,500.  The Company
has total current liabilities in the amount of $577,265. The Company expects the
trend will be increased losses due to no revenues.

                                       9
<PAGE>

Liquidity and Capital Resources

            Year to date,  the  Company  had a increased  cash  position,  which
remains insufficient for any significant operations.  The Company had $35,500 in
cash at quarter end. The Company's total assets are $285,500.

            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
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. The
Company  has 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. has also agreed
to pay the Company a breakup fee of $250,000. The Company has 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 extends 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) together 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.

                                       10
<PAGE>


OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 3.  CONTROLS AND PROCEDURES

            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          302 Sarbanes-Oxley Certification
                     31.1        302 Sarbanes-Oxley Certification
                     32          906 Sarbanes-Oxley Certification
                     32.1        906 Sarbanes-Oxley Certification

                                       11
<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.


August 21,  2006
                                                    /S/ Lee Wiskowski
                                                    ----------------------------
                                                    Lee Wiskowski, President
                                                   (principal executive officer)


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

                                       12