**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 SECURITES EXCHANGE
                  ACT OF
                  1934
 
 For
                  the quarter period endedMarch 31, 2007
 
 (
                  )
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
 
 For
                  the transition period formtoCommission
                  File number333-134883
 
 **MORTLOCK
        VENTURES INC** .
 (Exact
        name of small business issuer as specified in its charter)
 
 Nevada
              98-0489800(State
                  or other jurisdiction of incorporation or organization)
              (IRS
                  Employer Identification No.)
 
 102
                  - 7281 Cambie Street, Vancouver, British Columbia, Canada, V3P
                  3H4(Address
                  of principal executive offices)
 
 1-604-324-1955(Issuer’s
                  telephone number)
 
 N/A(Former
                  name, former address and former fiscal year, if changed since last
                  report)
 
 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 [ ]
 
 **APPLICABLE
        ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**
 **PROCEEDINGS
        DURING THE PROCEDING FIVE YEARS**
 
 Check
        whether the registrant filed all documents and reports required to be filed
        by
        Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
        under a plan confirmed by a court. Yes □ No □
 
 **APPLICABLE
        ONLY TO CORPORATE ISSUERS**
 
 State
        the
        number of shares outstanding of each of the issuer’s classes of common equity,
        as of the latest practicable date:
 
 April
        30,
        2007:  76,808,000
        common shares
 
 Transitional
        Small Business Disclosure format (Check one): Yes [ ] No [X]
 
 
 
 
 -1-
 
 
 
 **INDEX**
 
 **Page****Number****PART
                  1.**
              FINANCIAL
                  INFORMATION**ITEM
                  1.**
              Consolidated
                  Financial Statements (unaudited)
              **3**Consolidated
                  Balance Sheets as at March 31, 2007 and June 30, 2006
              **4**Consolidated
                  Statement of OperationsFor
                  the three and nine months ended March 31, 2007 and 2006 and for
                  the period
                  September 19, 2005 (Date of Inception) to March 31, 2007
              **5**Consolidated
                  Statement of Changes in Shareholders’ EquityFor
                  the period September 19, 2005 (Date of Inception) to March 31,
                  2007Consolidated
                  Statement of Cash FlowsFor
                  the nine months ended March 31, 2007 and 2006 and for the period
                  September
                  19, 2005 (Date of Inception) to March 31, 2007
              **6**Notes
                  to the Financial Statements.
              **7****ITEM
                  2.**
              Management’s
                  Discussion and Analysis or Plan of Operations
              **11****ITEM 3.**
              Controls
                  and Procedures
              **19****PART
                  11.**
              OTHER
                  INFORMATION
              **20****ITEM
                  1.**
              Legal
                  Proceedings
              **20****ITEM
                  2.**
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              **20****ITEM
                  3.**
              Defaults
                  Upon Senior Securities
              **20****ITEM
                  4.**
              Submission
                  of Matters to a Vote of Security Holders
              **20****ITEM
                  5.**
              Other
                  Information
              **20****ITEM
                  6.**
              Exhibits
                  and Reports on Form 8-K
              **20****SIGNATURES**.
              **21**
  
 
 -2-
 
 
 **PART
        1 - FINANCIAL INFORMATION**
  
 **ITEM
        1. FINANCIAL STATEMENTS**
  
 
 The
        accompanying consolidated balance sheets of Mortlock Ventures Inc. (a
        pre-exploration stage company) at March 31, 2007 (with comparative figures
        as at
        June 30, 2006) and the consolidated statement of operations for the three
        and
        nine months ended March 31, 2007 and 2006 and for the period from September
        19,
        2005 (date of incorporation) to March 31, 2007 and consolidated statement
        of
        changes in stockholders’ deficiency for the period September 19, 2005 (dated of
        incorporation) to March 31, 2007 and the consolidated statement of cash flows
        for the nine months ended March 31, 2007 and 2006 and for the period from
        September 19, 2005 (date of incorporation) to March 31, 2007 have been prepared
        by the Company’s management in conformity with accounting principles generally
        accepted in the United States of America. In the opinion of management, all
        adjustments considered necessary for a fair presentation of the results of
        operations and financial position have been included and all such adjustments
        are of a normal recurring nature.
 
 Operating
        results for the quarter ended March 31, 2007 are not necessarily indicative
        of
        the results that can be expected for the year ending June 30, 2007.
 
 
 
 
 -3-
  
 
 **MORTLOCK
        VENTURES INC. AND SUBSIDIARY**
 (A
        Pre-exploration Stage Company)
 **CONSOLIDATED
        BALANCE SHEETS**
 
 (Unaudited)
 
 **March
                  31,****2007**
              **June
                  30,****2006****ASSETS****CURRENT
                  ASSETS**Cash
              **$****5,909**
              **$****10,315**Total
                  Current Assets
              **$****5,909**
              **$****10,315****LIABILITIES
                  AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                  LIABILITIES**Accounts
                  payable
              **$
                  13,074**
              **$
                  6,399**Accounts
                  payable - related parties
              **38,569**
              **5,129**Total
                  Current Liabilities
              **51,643**
              **11,528****STOCKHOLDERS’
                  DEFICIENCY**Common
                  stock200,000,000
                  shares authorized, at $0.001 par value;76,808,000
                  shares issued and outstanding
              **76,808**
              **76,808**Capital
                  in excess of par value
              **(32,808)**
              **(32,808)**Deficit
                  accumulated during the pre-exploration stage
              **(89,734)**
              **(45,213)**Total
                  Stockholders’ Deficiency
              **(45,734)**
              **(1,213)****$****5,909**
              **$****10,315**
 
 
 
 The
        accompanying notes are an integral part of these unaudited financial
        statements.
 
  
 
 -4-
 
 **MORTLOCK
        VENTURES INC. AND SUBSIDIARY**
 (A
        Pre-exploration Stage Company)
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 For
        the
        three and nine months ended March 31, 2007 and 2006 and for the period from
        September 19, 2005 (date of inception) to March 31, 2007
 
 (Unaudited)
 
 **Three
                  months****ended**
                **March
                  31,2007**
              **Three
                  months****ended**
                **March
                  31,2006**
              **Nine****months
                  ended**
                **March****31,****2007**
              **From****Inception****to**
                **March****31,****2006**
              **From
                  inception****to**
                **March
                  31,****2007****REVENUES**
              **$****-**
              **$****-**
              **$
                  _______****-**
              **$
                  ______****-**
              **$****-****EXPENSES:**Accounting
                  andaudit
              **1,855**
              **3,750**
              **6,645**
              **3,750**
              **15,495**Bank
                  charges
              **68**
              **44**
              **408**
              **408**
              **927**Consulting
              **-**
              **5,500**
              **-**
              **5,500**
              **13,000**Exploration
              **-**
              **3,058**
              **10,000**
              **3,489**
              **13,489**Filing
                  fees
              **-**
              **-**
              **175**
              **125**
              **300**Incorporation
                  costs
              **-**
              **16**
              **-**
              **811**
              **811**Legal
              **2,075**
              **-**
              **8,510**
              **-**
              **11,010**Management
                  fees
              **3,000**
              **3,000**
              **9,000**
              **5,000**
              **17,000**Office
              **174**
              **1,156**
              **1,774**
              **1,441**
              **3,369**Rent
              **900**
              **900**
              **2,700**
              **1,500**
              **5,100**Transfer
                  agent’sfees
              **450**
              **-**
              **1,600**
              **100**
              **1,925**Travel
                  andentertainment
              **-**
              **3,599**
              **3,709**
              **3,599**
              **7,308****NET
                  LOSS FROM OPERATIONS**
              **$****(8,522)**
              **$****(21,023)**
              **$****(44,521)**
              **$****(25,723)******
              **$****(89,734)****NET
                  LOSS PER COMMON SHARE**Basic
                  and diluted
              **$****0.00**
              **$****0.00**
              **$****0.00**
              **$****0.00****AVERAGE
                  OUTSTANDING SHARES**Basic
              **76,808,000**
              **65,382,666**
              **76,808,000**
              **64,530,900**
 
 The
        accompanying notes are an integral part of these unaudited financial
        statements.
 
 
 -5-
 
 **MORTLOCK
        VENTURES INC. AND SUBSIDIARY**
 **(Pre-Exploration
        Stage Company)**
 **CONSOLIDATED
        STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY**
 **Period**  **September
        19, 2005 (date of inception) to March 31, 2007**
 
 CommonShares
              StockAmount
              Capital
                  inExcess
                  ofPar
                  Value
              AccumulatedDeficit**Balance
                  September 19, 2005**
              -
              $
                  -
              $
                  -
              $
                  -Issuance
                  of common shares for cash at$0.001
                  - October 2, 2005
              64,000,000
              64,000
              (60,000)
              -Issuance
                  of common shares for cash at$0.05
                  - March 24, 2006
              12,808,000
              12,808
              27,192
              -Net
                  operating loss for the periodEnded
                  June 30, 2006
              -
              -
              -
              (45,213)Net
                  operating loss for the nine months endedMarch
                  31, 2007
              -
              -
              -
              (44,521)**Balance
                  as at March 31, 2007**
              ******76,808,000******
              **$****76,808**
              **$
                  (****32,808)**
              **$****(89,734)**
 
 The
        accompanying notes are an integral part of these financial
        statements
 
 
 
  -6-
 
 **MORTLOCK
        VENTURES INC. AND SUBSIDIARY**
 (A
        Pre-exploration Stage Company)
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 
 For
        the
        nine months ended March 31, 2007 and 2006 and for the period from September
        19,
        2005 (date of inception) to March 31, 2007
 
 (Unaudited)
 
 **Nine
                  months****ended**
                **March
                  31,****2007**
              **From
                  Inception to**
                **March
                  31,****2006**
              **From
                  inception****to**
                **March
                  31,****2007****CASH
                  FLOWS FROM****OPERATING
                  ACTIVITIES:**Net
                  loss
              **$
                  (44,521)**
              **$
                  (25,723)**
              **$
                  (89,734)**Adjustments
                  to reconcile net loss tonet
                  cash provided byoperating
                  activities:Changes
                  in accounts payable
              **6,675**
              **7,398**
              **13,074**Net
                  Cash Provided (Used) in Operations
              **(37,846)**
              **(18,325)**
              **(76,660)****CASH
                  FLOWS FROM****INVESTING
                  ACTIVITIES:**
              **-**
              **-**
              **-****CASH
                  FLOWS FROM FINANCING****ACTIVITIES**Change
                  in account payable - related parties
              **33,440**
              **5,692**
              **38,569**Proceeds
                  from issuance of common stock
              **-**
              **44,000**
              **44,000****33,440**
              **49,692**
              **82,569**Net
                  (Decrease) increase in Cash
              **(4,406)**
              **31,367**
              **5,909**Cash
                  at Beginning of Period
              **10,315******
              **-**
              **-****CASH
                  AT END OF PERIOD**
              **$****5,909**
              **$****31,367**
              **$****5,909**
 
 
 
 The
        accompanying notes are an integral part of these unaudited financial
        statements
 
 
 
 -7-
 
 
 
 
 **MORTLOCK
        VENTURES INC. AND SUBSIDIARY**
 (A
        Pre-exploration Stage Company)
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 March
        31,
        2007
 
 (Unaudited)
 **1.**  **ORGANIZATION**
 
 The
        Company, Mortlock Ventures Inc. was incorporated under the laws of the State
        of
        Nevada on September 19, 2005 with the authorized capital stock of 200,000,000
        shares at $0.001 par value. The Company organized its wholly owned subsidiary,
        Mortlock Explorations Ltd., which was incorporated in British Columbia on
        October 24, 2005.
 
 The
        Company was organized for the purpose of acquiring and developing mineral
        properties. At the report date mineral claims, with unknown reserves, had
        been
        acquired. The Company has not established the existence of a commercially
        minable ore deposit and therefore has not reached the development stage and
        is
        considered to be in the pre-exploration stage.
 
 **2.**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Accounting
        Methods
 
 The
        Company recognizes income and expenses based on the accrual method of
        accounting.
 
 Dividend
        Policy
 
 The
        Company has not yet adopted a policy regarding payment of
        dividends.
 
 Basic
                  and Diluted Net Income (loss) Per
                  Share
 
 Basic
                  net income (loss) per share amounts are computed based on the weighted
                  average number of shares actually outstanding. Diluted net income
                  (loss)
                  per share amounts are computed using the weighted average number
                  of common
                  and common equivalent shares outstanding as if shares had been
                  issued on
                  the exercise of the common share rights unless the exercise becomes
                  antidilutive and then only the basic per share amounts are shown
                  in the
                  report.
 
 Principles
        of Consolidation
 
 The
        accompanying consolidated financial statements include the accounts of Mortlock
        Ventures Inc (parent) and its subsidiary from their inception. All significant
        intercompany accounts and balances have been eliminated in
        consolidation.
 
 Evaluation
        of Long-Lived Assets
 
 The
        Company periodically reviews its long term assets and makes adjustments,
        if the
        carrying value exceeds fair value.
 
 
 
 -8-
 
 **MORTLOCK
        VENTURES INC. AND SUBSIDIARY**
 (A
        Pre-exploration Stage Company)
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 March
        31,
        2007
 
 (Unaudited)
 
 **2.**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES - Continued**
 
 Income
        Taxes
  The
        Company utilizes the liability method of accounting for income taxes. Under
        the
        liability method deferred tax assets and liabilities are determined based
        on
        differences between financial reporting and the tax bases of the assets and
        liabilities and are measured using the enacted tax rates and laws that will
        be
        in effect, when the differences are expected to be reversed. An allowance
        against deferred tax assets is recorded, when it is more likely than not,
        that
        such tax benefits will not be realized.
 
 On
        March
        31, 2007, the Company had a net operating loss carry forward of $89,734 for
        income tax purposes. The tax benefit of approximately $26,900, from the loss
        carry forward has been fully offset by a valuation reserve because the future
        tax benefit is undeterminable since the Company is unable to establish a
        predictable projection of operating profits for future years. Losses expire
        in
        2027.
 
 Foreign
        Currency Translations
 
 Part
        of
        the transactions of the Company were completed in Canadian dollars and British
        Pounds Sterling and have been translated to US dollars as incurred, at the
        exchange rate in effect at the time, and therefore, no gain or loss from
        the
        translation is recognized. The functional currency is considered to be US
        dollars.
 
 Revenue
        Recognition
 
 Revenue
        is recognized on the sale and delivery of a product or the completion of
        a
        service provided.
 
 Advertising
        and Market Development
 
 The
        company expenses advertising and market development costs as
        incurred.
 
 Financial
        Instruments
 
 The
                  carrying amounts of financial instruments are considered by management
                  to
                  be their fair value to their short term
                  maturities.
  
 -9-
 
 
 **MORTLOCK
        VENTURES INC. AND SUBSIDIARY**
 (A
        Pre-exploration Stage Company)
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 March
        31,
        2007
 
 (Unaudited)
 
 **2.**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES - Continued**
 
 Estimates
        and Assumptions
 
 Management
        uses estimates and assumptions in preparing financial statements in accordance
        with generally accepted accounting principles. Those estimates and assumptions
        affect the reported amounts of the assets and liabilities, the disclosure
        of
        contingent assets and liabilities, and the reported revenues and expenses.
        Actual results could vary from the estimates that were assumed in preparing
        these financial statements.
 Statement
                  of Cash Flows
 
 For
                  the purposes of the statement of cash flows, the Company considers
                  all
                  highly liquid investments with a maturity of three months or less
                  to be
                  cash equivalents.
 
 Unproven
        Mining Claim Costs
 
 Cost
        of
        acquisition, exploration, carrying and retaining unproven properties are
        expensed as incurred.
 
 Environmental
                  Requirements
 
 At
                  the report date environmental requirements related to the mineral
                  claim
                  acquired are unknown and therefore any estimate of any future cost
                  cannot
                  be made.
 
 Financial
        Instruments
 
 The
        carrying value of financial instruments, including cash and accounts payable,
        are considered by management to be their estimated fair value.
 
 Recent
        Accounting Pronouncements
 
 The
        Company does not expect that the adoption of other recent accounting
        pronouncements will have a material impact on its financial
        statements.
 
 **3.**  **AQUISITION
        OF UNPROVEN MINERAL CLAIM**
 
 The
                  Company acquired a mineral claim, known as the Tic-Tac-Toe Group
                  of
                  claims, situated near Merit, British Columbia, with an expiration
                  date of
                  December 2, 2007. The claims may be extended yearly by the payment
                  of $960
                  Cdn or the completion of work on the property of $960 Cdn. plus
                  a filing
                  fee. On the date of this report the Company had not established
                  the
                  existence of a commercially minable ore deposit on the claims.
 
 
 
 
 -10-
 
 **MORTLOCK
        VENTURES INC. AND SUBSIDIARY**
 (A
        Pre-exploration Stage Company)
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 March
        31,
        2007
 
 (Unaudited)
 
 
 **4.**  **SIGNIFICANT
        TRANSACTIONS WITH RELATED PARTY**
 
 Officers-directors
        have acquired 83% of the common stock issued and have made no interest, demand
        loans to the Company of $38,569.
 
 The
        President of the Company is compensated for his services in the amount of
        a
        total $1,000 per month starting November 1, 2005. During the current period
        he
        received $9,000 in compensation.
 
 **5.**  **CAPITAL
        STOCK**
 
 During
        October 2005, the Company completed a private placement of post-split 64,000,000
        common shares for $4,000 to its directors and a private placement of post-split
        12,808,000 common shares for $40,000. The forward split did not affect the
        Company’s authorized number of shares of common stock as set forth in its
        Articles of Incorporation and therefore such authorized number of shares
        after
        the forward split remains at 200,000,000. The post-split shares have been
        shown
        from inception.
 
 **6.**  **GOING
        CONCERN**
 
 The
        Company intends to seek business opportunities that will provide a profit.
        However, the Company does not have the working capital necessary to be
        successful in this effort and to service its debt, which raises substantial
        doubt about its ability to continue as a going concern.
 
 Continuation
        of the Company as a going concern is dependent upon obtaining additional
        working
        capital and the management of the Company has developed a strategy, which
        it
        believes will accomplish this objective through additional loans from related
        parties, and equity funding, which will enable the Company to operate for
        the
        coming year.
 
 
 
  -11-
 
 **ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR**
 **PLAN
        OF OPERATIONS**
 
 The
        following discussion should be read in conjunction with the information
        contained in the consolidated financial statements of Mortlock Ventures Inc.
        (“Mortlock”) and the notes which form an integral part of the financial
        statements which are attached hereto.
 
 The
        financial statements mentioned above have been prepared in conformity with
        accounting principles generally accepted in the United States of America
        and are
        stated in United States dollars.
 
 Mortlock
        presently has minimal day-to-day operations; mainly comprising the maintaining
        of the Tic Tac Toe claims in good standing on an annual basis and preparing
        the
        various reports to be filed with the United States Securities and Exchange
        Commission (the “SEC”) as required.
 
 LIQUIDITY
        AND CAPITAL RESOURCES
 
 Mortlock
        has had no revenue since inception and its accumulated deficit is $89,734.
        To
        date, the growth of Mortlock has been funded by the sale of shares and advances
        by its director in order to meet the requirements of filing with the SEC
        and
        maintaining the Tic Tac Toe claims in good standing.
 
 The
        plan
        of operations during the next twelve months is for us to maintain the Tic
        Tac
        Toe claims in good standing with the Province of British Columbia and meet
        our
        filing requirements. Presently we do not have the funds to consider any
        additional mineral claims.
 
 Our
        management estimates that a minimum of $28,234 will be required over the
        next
        twelve months to pay for such expenses as bookkeeping ($5,250), work undertaken
        by the independent accountant ($3,985), Edgar fees ($1,150), filing fees
        to
        maintain Mortlock in good standing with the State of Nevada and payment to
        our
        registrant ($275), exploration activities on the Tic Tac Toe claims (estimated
        at $3,000), office and miscellaneous ($1,000), payments to the transfer agent
        ($500) and payment to third party creditors in the amount of $13,074. At
        present, we do not have these funds to pay for future expenses and eliminate
        accounts payable and therefore would be required to either sell shares in
        its
        capital stock or obtain further advances from our director. Our future
        operations and growth is dependent on our ability to raise capital for expansion
        and to seek revenue sources.
 
 **RESULTS
        OF OPERATIONS**
 
 **Our
        Mineral Property**
 
 Particulars
        of the Tic Tac Toe claim, our sole mineral property, together with issues
        we
        face in conducting exploration work on the property, are as
        follows.
  **Location
        and Access**
  The
        Tic
        Tac Toe claim is located approximately 58 kilometers (36 miles) south of
        Kamloops, British Columbia, a town of approximately 80,000. The area covered
        by
        the Claim is an active mineral exploration and development region with plenty
        of
        heavy equipment and operators available for hire. Kamloops, and another nearby
        town, Merrit, provides all necessary amenities and supplies including, fuel,
        helicopter services, hardware, drilling companies and assay services. Access
        to
        our Claim is via major highway south from Kamloops followed by good secondary
        roads on private ranch land. No water is required for the purposes of our
        planned exploration work. No electrical power is required at this stage of
        exploration. Any electrical power that might be required in the foreseeable
        future could be supplied by gas powered portable generators.
   -12-
 
 The
        claim
        covers low rounded mountainous terrain as a well defined north-south trending
        hill approximately 2.5 miles long and from 1-1.5 miles wide. This feature
        has a
        relative relief of about 800 feet. Patches of conifer and deciduous tress
        interspersed with open range cover the property. The elevation of the claim
        ranges from 3,500 to 4,500 feet.
 
 The
        general area experiences approximately 40 inches of precipitation annually
        of
        which 30 -35% may occur as snow equivalent. The winter weather is generally
        moderate with cold spells and frequent warming trends. The summer weather
        could
        be described as variable, some dry and hot and some cool and wet. The claim
        area
        is able to be worked essentially year round.
 
 We
        intend
        to undertake exploration work on the Tic Tac Toe claim. We are presently
        in the
        pre-exploration stage and there is no assurance that mineralized material
        with
        any commercial value exits on our property. We do not have any ore body and
        have
        not generated any revenues from our operations. Our planned exploration work
        is
        exploratory in nature. We are the registered and beneficial owner of a 100%
        interest in the Tic Tac Toe claim located in British Columbia, Canada.
 
 Beneficial
        ownership of the Tic Tac Toe claim confers the rights to the minerals on
        the Tic
        Tac Toe claim except for placer minerals or coal. We do not own the land
        itself
        since it is held in the name of the “Crown”, i.e. the Province of British
        Columbia. We do not have the right to harvest any timber on the Tic Tac Toe
        claim.
  The
        claim
        name, tenure number, expiry date, map sheet reference number and recorded
        owner
        of the Tic Tac Toe claim is as follows:
 
 **Claim
                  Name**
              **Tenure
                  Record****Number**
              **Expiry
                  Date**
              **Owner**Tic-Tac-Toe
              523371
              Dec/02/2007
              Mortlock
                  Explorations Ltd.
 
 The
        Tic
        Tac Toe claim covers an area of approximately 240 hectares (approximately
        593
        acres).
 To
        keep
        the property in good standing, such that they do not expire on the date
        indicated in the preceding table, we must undertake exploration work on the
        Tic
        Tac Toe claim before the expiry date, or pay cash of approximately $857 ($960
        CDN) in lieu of doing exploration work, to the Province of British Columbia.
        This is an annual obligation. Failure to do either, each year, will result
        in
        the Tic Tac Toe claim reverting to the Province of British Columbia.
  Additional
        information regarding the Tic Tac Toe claim can be found at the British Columbia
        government website located at http://www.mtonline.gov.bc.ca/ .
  **Property
        Geology**
 
 The
        property is underlain by a belt of volcanic and sedimentary rocks. To the
        west
        of the claim is an intrusion of a granodorite mass.
 
 The
        predominant rock type on the property is a massive, typically structureless
        sequence of volcanic breccia. Interfingered in the breccia are thin andesite
        flows indicating past volcanic activity. Bleached pyritic alteration zones
        are
        associated with narrow quartz veins, some of which are anomalous in gold.
        The
        volcanic breccia is of interest and relevance to us as it is believed to
        be of a
        rock type that is similar to the nearby ‘Enterprise gold-silver vein system’,
        which system has recorded small scale, sporadic production from 1916 to 1944
        and
        is located on a adjacent property approximately 1.25 miles to the east of
        our
        property.
   -13-
 
 A
        sequence of unkown thickness of interbedded sandstone and shale underlies
        the
        eastern-most part of the property. A mass of ultramafic rock (another type
        of
        volcanic rock) occurs in the central portion of the property. Portions of
        the
        ultramafic rock have been altered on a zone which is at least 3,200 feet
        long
        and 650 feet wide. This alteration zone, described as ‘carbonatized zone’ is
        known to contain silver-gold mineralization.
 
 **Previous
        Exploration**
 
 The
        area
        covered by the property was originally prospected, with pits, trenches and
        shafts, during the late 1800’s.
 
 In
        1979 a
        VLF-EM survey was conducted over a portion of the claim. It picked up evidence
        of a sulphide vein(s) at the edge of the carbonatized zone. Also in 1979
        a soil
        geochemical survey outlined sporadic showings of gold and copper in association
        with the known carbonatized zone.
 
 A
        Pulse
        EM survey was conducted in 1983 over a larger portion of the claim area and
        detected the potential for the property to host rock types which could contain
        gold and/or silver mineralization.
 
 As
        well
        nine core drill holes (aggregating almost 3,000 feet) were drilled on the
        claim
        area in 1983. Although the drill results were uniformly disappointing it
        is
        believed that the drilling did not extend to a depth sufficient to intersect
        the
        host rock types sought.
 
 Previous
        work indicates that the Tic Tac Toe claim covers an epithermal alteration
        zone
        similar geologically to the Enterprise vein system, a system located
        approximately 1.25 miles to the east of our property. This system produced
        a
        modest 77,600 tons of ore, intermittently, between 1916 and 1944.
 
 Despite
        the inconclusive results obtained from previous work on the claim area, we
        have
        concluded that further exploration of the Tic Tac Toe claim is warranted.
  **Proposed
        Exploration Work - Plan of Operation**
  Mr.
        Glen
        C. Macdonald, P. Geol., authored the "Geological Summary Report on the Tic
        Tac
        Toe Project” dated March, 2006 (the “Macdonald Report”), in which he recommended
        a phased exploration program to properly evaluate the potential of the claim.
        Mr. Macdonald is a registered Professional Geologist in good standing in
        the
        Association of Professional Engineers and Geoscientists of British Columbia
        and
        the Association of Professional Engineers of Alberta. He is a graduate of
        the
        University of British Columbia, Vancouver, B.C. with a Bachelor of Economics
        (1971) and Geology (1973). Mr. Macdonald has practiced his profession as
        a
        geologist continuously since 1973. He visited the area covered by our claim
        in
        2004 and has worked on other mineral exploration projects in the immediate
        vicinity of our claim.
  We
        must
        conduct exploration to determine what minerals exist on our property and
        whether
        they can be economically extracted and profitably processed. We plan to proceed
        with exploration of the Tic Tac Toe claim by completing Phase I of the work
        recommended in the Macdonald Report, in order to begin determining the potential
        for discovering commercially exploitable deposits of gold and /or silver
        on our
        claim.
  We
        have
        not discovered any ores or reserves on the Tic Tac Toe claim, our sole mineral
        property. Our planned Phase I work is exploratory in nature.
  The
        Macdonald Report concludes that the Tic Tac Toe property covers a structurally
        controlled epithermal alteration zone adjoining the geologically similar
        Enterprise vein system. Mr. Macdonald recommends that further exploration
        work
        on the claim be directed to testing the potential for (i) epithermal
        mineralization at depth, and (ii) bulk mineable gold/silver occurrences near
        surface in the carbonatized zone
  The
        Macdonald Report recommends a two-phase exploration program to properly evaluate
        the potential of the claim. Phase I work has been completed and consists
        of
        geological mapping, sampling and surveying (including whole rock chemical
        analysis) to determine the depositional depth represented by the current
        erosional surface and compare this environment to the nearby Enterprise vein
        system’s depositional level. The objective is to estimate at what depth gold
        mineralization, should it exist, might be expected to occur on the Tic Tac
        Toe
        claim.
   -14-
  Phase
        I
        work compares the two environments because, according to the Macdonald Report,
        it is probable that any mineralized zone on the Tic Tac Toe claim is at a
        considerably deeper level than the known Enterprise vein system due to known
        faulting on the claim in the immediate area.
  Phase
        I
        work cost $10,000 and was completed by Glen Macdonald. The Tic Tac Toe claim
        is
        located at an elevation of over 5,000 feet and is subject to cold winters
        with
        snowfall accumulations. Accordingly Phase I was undertaken in the fall of
        2006.
  The
        recommended Phase II work is estimated to cost a further $15,000. We will
        have
        to raise additional capital in order to carry out Phase II work or any other
        work beyond Phase I. Particularly since we have a limited operating history, no reserves and no
        revenue, our ability to raise additional funds might be limited. If we are
        unable to raise the necessary funds, we would be required to suspend our
        operations and liquidate our company. See, particularly, ‘Risk Factors’- see
        below.
  There
        are
        no permanent facilities, plants, buildings or equipment on the Tic Tac Toe
        claim.
  Mortlock’s
        Main Product
 
 Our
        primary product will be the sale of minerals, both precious and commercial.
        No
        minerals have been found to exist on the Tic-Tac-Toe claim and therefore
        the
        possibilities of obtaining a cash flow from the sale of minerals in the future
        might be remote.
 
 Mortlock’s
        Exploration Facilities
 
 We
        will
        be exploring and developing, if warranted, the Tic-Tac-Toe claim and do not
        plan
        to build any mill or smelter. During the exploration period, we can use tent
        facilities, during the summer months, to house the geological workers or
        we can
        obtain hotel accommodation in either the towns of Meritt or Kamloops, British
        Columbia.
 
 Investment
        Policies
 
 Mortlock
        does not have an investment policy at this time. Any excess funds it has
        on hand
        will be deposited in interest bearing notes such as term deposits or short
        term
        money instruments. There are no restrictions on what the director is able
        to
        invest or additional funds held by Mortlock. Presently Mortlock does not
        have
        any excess funds to invest.
 
 **RISK
        FACTORS**
 
 This
        Form
        10-QSB also contains forward-looking statements that involve risks and
        uncertainties. If any of the events or circumstances described in the following
        risks actually occurs, our business, financial condition, or results of
        operations could be materially adversely affected and the price of our common
        stock could decline.
 
 ***Our
        auditors have issued a going concern opinion and although our officers and
        directors have agreed to loan money to us, we may not be able to achieve
        our
        objectives since we do not have adequate capital and may have to suspend
        or
        cease exploration activity*** *.*
  Our
        auditors have issued a going concern opinion. This means that there is doubt
        that we can continue as an ongoing business for the next twelve months. Despite
        the fact our officers and directors are willing to commit to loan or advance
        capital to us of approximately $25,000, (of which $20,000 has been advanced
        since the Company’s fiscal year end), their resources are limited. With their
        assistance, absent any other source of capital, we could manage to finance
        no
        more than 12 months of our present operating expenses. If we do not raise
        additional capital through the issuance of treasury shares, we believe we
        will
        be unable to conduct exploration activity beyond Phase I of the program
        recommended for the Tic Tac Toe claim. In the event we are unable to raise
        additional capital we may have to cease operations after completion of Phase
        I
        and go out of business.
   -15-
  ***We
        lack an operating history and have losses which we expect to continue into
        the
        future. As a result, we may have to suspend or cease exploration activity
        or
        cease operations.***
  While
        we
        were incorporated in 2005, we have not yet conducted any exploration activities.
        We have not generated any revenues. We have no exploration history upon which
        you can evaluate the likelihood of our future success or failure. Our net
        loss
        from inception to December 31, 2006, the date of our most recent audited
        financial statements is $89,734. Our ability to achieve profitability and
        positive cash flow in the future is dependent upon
  *
              our
                  ability to locate a profitable mineral property*
              our
                  ability to locate an economic ore reserve*
              our
                  ability to generate revenues*
              our
                  ability to reduce exploration
                  costs.
  Based
        upon current plans, we expect to incur operating losses in future periods.
        This
        will happen because there are expenses associated with the research and
        exploration of our mineral property. We cannot guarantee we will be successful
        in generating revenues in the future. Failure to generate revenues may cause
        us
        to go out of business.
  ***We
        have no known ore reserves and we cannot guarantee we will find any gold
        and/or
        silver***  ***mineralization or, if we find gold and/or silver mineralization, that it
        may be
        economically extracted.. If we fail to find any gold and/or silver
        mineralization or if we are unable to find gold and/or silver mineralization
        that may be economically extracted, we will have to cease operations.***
  We
        have
        no known ore reserves. Even if we find gold and/or silver ****** mineralization ****** we
        cannot
        guarantee that any gold and/or silver mineralization ****** will
        be
        of sufficient quantity so as to warrant recovery. Additionally, even if we
        find
        gold and/or silver mineralization ****** in
        sufficient quantity to warrant recovery, we cannot guarantee that the ore
        will
        be recoverable. Finally, even if any gold and/or silver ****** mineralization ****** is
        recoverable, we cannot guarantee that this can be done at a profit. Failure
        to
        locate gold deposits in economically recoverable quantities will cause us
        to
        cease operations.
  ***Because
        the probability of an individual prospect ever having reserves is extremely
        remote, in all probability our property does not contain any reserves, and
        any
        funds spent on exploration will be lost.***
  Because
        the probability of an individual prospect ever having reserves is extremely
        remote, in all probability our sole property, the Tic Tac Toe claim, does
        not
        contain any reserves, and any funds spent on exploration will be lost. If
        we
        cannot raise further funds as a result, we may have to suspend or cease
        operations entirely which would result in the loss of your
        investment.
  ***Because
        our officers and directors do not have technical training or experience in
        starting, and operating an exploration company nor in managing a public company,
        we will have to hire qualified personnel to fulfill these functions. If we
        lack
        funds to retain such personnel, or cannot locate qualified personnel, we
        may
        have to suspend or cease exploration activity or cease operations which will
        result in the loss of your investment.***
  One
        of
        our officers and directors is a professional engineer and geologist and has
        considerable experience exploring for minerals. However, none of our management
        team has experience starting and operating a mineral exploration company,
        nor do
        they have training in these areas. As a result their decisions and choices
        may
        not take into account standard managerial approaches mineral exploration
        companies commonly use. Consequently our ultimate financial success could
        suffer
        irreparable harm due to certain of management's lack of experience.
        Additionally, our officers and directors have no direct training or experience
        in managing and fulfilling the regulatory reporting obligations of a ‘public
        company’ like Mortlock. We will have to hire professionals to undertake these
        filing requirements for Mortlock and this will increase the overall cost
        of
        operations. As a result we may have to suspend or cease exploration activity,
        or
        cease operations altogether, which will result in the loss of your
        investment.
   -16-
  ***If
        we don't raise enough capital for exploration, we will have to delay exploration
        or go out of business, which will result in the loss of your investment.***
  We
        estimate that, with funding committed by our management combined with our
        cash
        on hand, we have sufficient cash to continue operations for twelve months.
        We
        are in the pre-exploration stage. We need to raise additional capital to
        undertake even Phase II of our planned exploration activity. You may be
        investing in a company that will not have the funds necessary to conduct
        any
        meaningful exploration activity due to our inability to raise additional
        capital. If that occurs we will have to delay exploration or cease our
        exploration activity and go out of business which will result in the loss
        of
        your investment.
  ***Since
        we are small and do not have much capital, we must limit our exploration
        and as
        a result may not find an ore body*** **.**  ***Without
        an ore body, we cannot generate revenues and you will lose your investment.***
  The
        possibility of development of and production from our exploration property
        depends upon the results of exploration programs and/or feasibility studies
        and
        the recommendations of duly qualified professional engineers and geologists.
        We
        are small company and do not have much capital. We must limit our exploration
        activity unless and until we raise additional capital. Any decision to expand
        our operations on our exploration property will involve the consideration
        and
        evaluation of several significant factors beyond our control. These factors
        include, but are not limited to:
  ●
              
              Market
                  price for the minerals to be produced;●
              
              Cost
                  of bringing the property into production including exploration
                  preparation
                  of production feasibility studies and construction of production
                  facilities;●
              
              Political
                  climate and/or governmental regulations and controls;●
              
              Ongoing
                  costs of production;●
              
              Availability
                  and cost of financing; and●
              
              Environmental
                  compliance regulations and
                  restraints.
  These
        types of programs require substantial capital. Because we may have to limit
        our
        exploration, we may not find an ore body, even though our property may contain
        mineralized material. Without an ore body, we cannot generate revenues and
        you
        will lose your investment.
  ***Because
        our officers and directors have other outside business activities and may
        not be
        in a position to devote a majority of their time to our exploration activity,
        our exploration activity may be sporadic which may result in periodic
        interruptions or suspensions of exploration*** .
  Our
        President will be devoting only 15% of his time, approximately 24 hours per
        month, to our business. Our Chief Financial Officer and Secretary-Treasurer
        will
        be devoting only approximately 10% of his time, or 16 hours per month to
        our
        operations. However, once we begin to undertake exploration work on the Tic
        Tac
        Toe claim our CFO and Secretary-Treasurer, who is a professional engineer,
        is
        expected to devote almost full-time effort on behalf of the Company for the
        limited duration of the Phase I work program. Nevertheless, as a consequence
        of
        the limited devotion of time to the affairs of the Company expected from
        management, our business may suffer. For example, because our officers and
        directors have other outside business activities and may not be in a position
        to
        devote a majority of their time to our exploration activity, our exploration
        activity may be sporadic or may be periodically interrupted or suspended.
        Such
        suspensions or interruptions may cause us to cease operations altogether
        and go
        out of business.
   -17-
  ***We
        may not have access to all of the supplies and materials we need to begin
        exploration which could cause us to delay or suspend exploration activity.***
  We
        have
        made no attempt to locate or negotiate with any suppliers of products, equipment
        or materials for Phase II of the exploration program. We will attempt to
        locate
        products, equipment and materials as and when we begin to undertake exploration
        activity. Competition and unforeseen limited sources of supplies in the industry
        could result in occasional spot shortages of equipment and/or supplies we
        need
        to conduct our planned exploration work. If we cannot find the products and
        equipment we need, we will have to suspend our exploration plans until we
        do
        find the products and equipment we need.
  ***We
        may be unable to meet property maintenance requirements or acquire necessary
        mining licenses and thereby lose our interest in the Tic Tac Toe claim.***
  In
        order
        to maintain ownership of in the Tic Tac Toe claim we must make an annual
        payment, or expend certain minimum amounts on the exploration of the mineral
        claim, in the amount of at least $857 ($960 Cdn.) by December 2 in each year,
        including 2006. Our failure to make such payment or expenditures within the
        time
        required will result in the loss of our interest in the Tic Tac Toe mineral
        claim. Even if we do make the annual payment in lieu of doing work because
        we
        are not able to obtain the necessary licenses to conduct mining operations
        on
        the property in a timely fashion, we would realize no benefit from our
        expenditure to maintain title to the property.
  ***No
        matter how much money is spent on the Tic Tac Toe claim, the risk is that
        we
        might never identify a commercially viable ore reserve.***
 
 Over
        the
        coming years, we might expend considerable capital on exploration of the
        Tic Tac
        Toe claim without finding anything of value. It is very likely the Tic Tac
        Toe
        claim does not contain any reserves so any funds spent on exploration will
        probably be lost. No matter how much money is spent on the Tic Tac Toe claim,
        we
        might never be able to find a commercially viable ore reserve.
  ***Even
        if our property were found to contain a deposit, since we have not put a
        mineral
        deposit into production before, we will have to acquire outside expertise.
        If we
        are unable to acquire such expertise we may be unable to put our property
        into
        production and you may lose your investment.***
  We
        have
        no experience in placing mineral deposit properties into production, and
        our
        ability to do so will be dependent upon using the services of appropriately
        experienced personnel or entering into agreements with other major resource
        companies that can provide such expertise. There can be no assurance that
        we
        will have available to us the necessary expertise when and if we place a
        mineral
        deposit into production. ******
  ***Mineral
        exploration and development activities are inherently risky and we may be
        exposed to environmental liabilities. If such an event were to occur it may
        result in a loss of your investment.***
  The
        business of mineral exploration and extraction involves a high degree of
        risk.
        Few properties that are explored are ultimately developed into production.
        Most
        exploration projects do not result in the discovery of commercially mineable
        deposits of ore.  The Tic Tac Toe claim, our sole property, does not
        have a known body of commercial ore. Should our mineral claim be found to
        have
        commercial quantities of ore, we would be subject to additional risks respecting
        any development and production activities. Unusual or unexpected formations,
        formation pressures, fires, power outages, labour disruptions, flooding,
        explosions, cave-ins, landslides and the inability to obtain suitable or
        adequate machinery, equipment or labour are other risks involved in extraction
        operations and the conduct of exploration programs. We do not carry liability
        insurance with respect to our mineral exploration operations and we may become
        subject to liability for damage to life and property, environmental damage,
        cave-ins or hazards. There are also physical risks to the exploration personnel
        working in the rugged terrain of British Columbia, often in poor climatic
        conditions. Previous mining exploration activities may have caused environmental
        damage to the Tic Tac Toe claim. It may be difficult or impossible to assess
        the
        extent to which such damage was caused by us or by the activities of previous
        operators, in which case, any indemnities and exemptions from liability may
        be
        ineffective.
   -18-
  ***Even
        with positive results during exploration, the Tic Tac Toe claim might never
        be
        put into commercial production due to inadequate tonnage, low metal prices
        or
        high extraction costs.***
 
 We
        might
        be successful, during future exploration programs, in identifying a source
        of
        minerals of good grade but not in the quantity, the tonnage, required to
        make
        commercial production feasible. If the cost of extracting any minerals that
        might be found on the Tic Tac Toe claim is in excess of the selling price
        of
        such minerals, we would not be able to develop the claim. Accordingly even
        if
        ore reserves were found on the Tic Tac Toe claim, without sufficient tonnage
        we
        would still not be able to economically extract the minerals from the claim
        in
        which case we would have to abandon the Tic Tac Toe claim and seek another
        mineral property to develop, or cease operations altogether.
 
 **Risks
        Associated with Ownership of our Shares:**
  ***Our
        officers and directors own a substantial amount of our common stock and will
        have substantial influence over our operations.***
  Our
        directors and officers currently own 64,000,000 shares of common stock
        representing 83.4% of our outstanding shares. By having such a large percentage
        of the shares issued and having a controlling percentage, it is unlikely
        any
        shareholder or group of shareholders could replace the existing directors.
        As a
        result, they will have substantial influence over our operations and can
        effect
        certain corporate transactions without further shareholder approval. This
        concentration of ownership may also have the effect of delaying or preventing
        a
        change in control.
 
 ***Even
        if a market*** **** ***develops
        for our shares our shares may be thinly traded, with wide share price
        fluctuations, low share prices and minimal liquidity.***
 
 If
        a
        market for our shares develops, the share price may be volatile with wide
        fluctuations in response to several factors, including:
 
 ●
              Potential
                  investors’ anticipated feeling regarding our results of
                  operations;●
              Increased
                  competition and/or variations in mineral prices;●
              Our
                  ability or inability to generate future revenues; and●
              Market
                  perception of the future of the mineral exploration
                  industry.
 
 In
        addition, if our shares are quoted on the OTCBB, our share price may be impacted
        by factors that are unrelated or disproportionate to our operating performance.
        Our share price might be affected by general economic, political and market
        conditions, such as recessions, interest rates or international currency
        fluctuations. In addition, even if our stock is approved for quotation by
        a
        market maker through the OTCBB, stocks traded over this quotation system
        are
        usually thinly
 traded,
        highly volatile and not followed by analysts. These factors, which are not
        under
        our control, may have a material effect on our share price.
 
 ***We
        anticipate the need to sell additional treasury shares in the future meaning
        that there will be a dilution to our existing shareholders resulting in their
        percentage ownership in the Company being reduced
        accordingly.***
 
 We
        may
        seek additional funds through the sale of our common stock. This will result
        in
        a dilution effect to our shareholders whereby their percentage ownership
        interest in the Company is reduced. The magnitude of this dilution effect
        will
        be determined by the number of shares we will have to issue in the future
        to
        obtain the funds required.
  ***Since
        our securities are subject to penny stock rules, you may have difficulty
        reselling your shares*** **.**
  Our
        shares are "penny stocks" and are covered by Section 15(g) of the Securities
        Exchange Act of 1934 which imposes additional sales practice requirements
        on
        broker/dealers who sell the Company's securities including the delivery of
        a
        standardized disclosure document; disclosure and confirmation of quotation
        prices; disclosure of compensation the broker/dealer receives; and, furnishing
        monthly account statements. For sales of our securities, the broker/dealer
        must
        make a special suitability determination and receive from its customer a
        written
        agreement prior to making a sale. The imposition of the foregoing additional
        sales practices could adversely affect a shareholder's ability to dispose
        of his
        stock.
   -19-
 
 **Forward
        Looking Statements**
 
 In
        addition to the other information contained in this Form 10-QSB, it contains
        forward-looking statements which involve risk and uncertainties. When used
        in
        this prospectus, the words “may”, “will”, “expect”, “anticipate”, “continue”,
“estimate”, “project”, “intend”, “believe” and similar expressions are intended
        to identify forward-looking statements regarding events, conditions and
        financial trends that may affect our future plan of operations, business
        strategy, operating results and financial position. Readers are cautioned
        that
        any forward-looking statements are not guarantees of future performance and
        are
        subject to risks and uncertainties and that actual results could differ
        materially from the results expressed in or implied by these forward-looking
        statements as a result of various factors, many of which are beyond our control.
        Any reader should review in detail this entire Form 10-QSB including financial
        statements, attachments and risk factors before considering an
        investment.
 
 **ITEM
        3.**  **CONTROLS
        AND PROCEDURES**
 
 (a)  Evaluation
        of Disclosure Controls and Procedures
 
 Our
        Chief
        Executive Officer and our Chief Financial Officer, after evaluating the
        effectiveness of Mortlock’s controls and procedures (as defined in the
        Securities Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c) as of the end
        of
        the period of the filing of this quarterly report on Form 10-QSB (the
“Evaluation Date”), have concluded that as of the Evaluation Date, Mortlock’s
        disclosure and procedures were adequate and effective to ensure that material
        information relating to it would be made known to it by others, particularly
        during the period in which this quarterly report on Form 10-QSB was being
        prepared.
 
 (b)  Changes
        in Internal Controls
 
 There
        were no material changes in Mortlock’s internal controls or in other factors
        that could materially affect Mortlock’s disclosure controls and procedures
        subsequent to the Evaluation Date, nor any significant deficiencies or material
        weaknesses in such disclosure controls and procedures requiring corrective
        actions.
 
 
 **PART
        11 - OTHER INFORMATION**
 
 **ITEM
        1.**  **LEGAL
        PROCEEDINGS**
 
 There
        are
        no legal proceedings to which Mortlock is a party or to which the Tic Tac
        Toe
        claims are subject, nor to the best of management’s knowledge are any material
        legal proceedings contemplated.
 
 **ITEM
        2.**  **UNREGISTERED
        SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**
 
 During
        the quarter the Company’s shares were forward split on the basis of sixteen new
        shares for each share held. The forward split did not affect the Company’s
        authorized number of shares of common stock as set forth in its Articles
        of
        Incorporation and therefore such authorized number of shares after the forward
        split remains at 200,000,000 shares.
 
 **ITEM
        3.**  **DEFAULTS
        UPON SENIOR SECURITIES**
 
 None
   -20-
 
 **ITEM
        4.**  **SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 There
        have been no matters brought forth to the securities holders to vote upon
        during
        this quarter other than the forward split of the shares on the basis of sixteen
        new shares for each one old share held.
 
 **ITEM
        5.**  **OTHER
        INFORMATION**
 
 None
 
 **ITEM
        6.**  **EXHIBITS
        AND REPORTS ON FORM 8-K**
 
 (a)
        (3) **Exhibits**
 
 The
        following exhibits are included as part of this report by
        reference:
 
 3
              
              Corporate
                  Charter (incorporated by reference from Mortlock’s Registration Statement
                  on Form SB-2 filed on June 9, 2006, Registration No.
                  333-134883)3
                  (i)Articles
                  of Incorporation (incorporated by reference from Mortlock’sRegistration
                  Statement on Form SB-2 filed on June 9, 2006, RegistrationNo.333-134883)3
                  (ii)By-laws
                  (incorporated by reference from Mortlock’s Registration Statementon
                  Form SB-2 filed on June 9, 2006, Registration No.
                  333-134883)4
              
              Stock
                  Specimen (incorporated by reference from Mortlock’s Registration Statement
                  on Form SB-2 filed on June 9, 2006, Registration No.
                  333-134883)10.1
              
              Transfer
                  Agent and Registrar Agreement (incorporated by reference from Mortlock’s
                  Registration Statement on Form SB-2 filed on June 9, 2006 Registration
                  No.
                  333-134883)
 
 
 
 -21-
  
 **SIGNATURES**
 
 
 In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 
 **MORTLOCK
                  VENTURES INC.**(Registrant)Date:
                  May 11, 2007
              MICHAEL
                  LAIDLAWChief
                  Executive Officer, President and DirectorDate:
                  May 11, 2007
              WILLIAM
                  TIMMINSChief
                  Financial Officer, Chief Accounting
                Officer,
                  Secretary and Director
 
 
 
 -22-