U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-QSB

[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended:  June 30, 2006.



[ ] Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from  to.

Commission file number:  000-51918



|iBroadband, Inc.
(Name of small business issuer in its charter) | Nevada
(State or other jurisdiction of incorporation or organization)        
|--------------------------------------------------------------- | -----------------------------------------------------------------------------
|88-0464894
(I.R.S. Employer Identification No.)                 | 14286 Gillis Rd.  Farmers Branch, TX
(Address of principal executive offices)
|Issuer's telephone number:  (972) 458-0909                      | 75244
(Zip Code)                                                             



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.[ ]  No [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes.[ ]  No [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 19,650,135 Common Shares, as of June 30, 2006.

Transitional Small Business Disclosure Format (check one):

Yes.[X]  No[ ]



Table of Contents

|Part I:  Financial Information                               | 3    
|------------------------------------------------------------ | -----
|Item 1:  Financial Statements                                | 3    
|Consolidated Balance Sheets                                  | 3 - 4
|Consolidated Statement of Operations                         | 5    
|Statement of Cash Flow                                       | 6    
|Notes to Financial Statements                                | 7    
|Item 2:  Managements Discussion & Analysis                   | 8    
|Item 3:  Controls and Procedures                             | 9    
|Part II:  Other Information                                  | 10   
|Item 1:  Legal Proceedings                                   | 10   
|Item 2:  Changes in Securities                               | 10   
|Item 3:  Defaults Upon Senior Securities                     | 10   
|Item 4:  Submission of Matters to a Vote to Security Holders | 10   
|Item 5:  Other Information                                   | 10   
|Item 6:  Exhibits and Reports 8-K                            | 10   
|Signatures                                                   | 11   









Part I:  Financial Information

Item 1:  Financial Statements



iBroadBand, Inc.

Consolidated Balance Sheets

(Unaudited)





|                                                                                                                                             | Fiscal Year Ended September 30, 2005 | Nine Months Ended June 30, 2006
|-------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | -------------------------------
|ASSETS                                                                                                                                       |                                      |                                
|Current Assets                                                                                                                               |                                      |                                
|Cash and cash equivalents                                                                                                                    | $2,623                               | $3,402                         
|Accounts receivable, net of allowance for uncollectible
Accounts of  $8,722 and $5,130 at September 30, 2005 and June 30, 2006, respectively | $465                                 | 4,028                          
|Inventory                                                                                                                                    | $70,578                              | $76,256                        
|Prepaid expenses                                                                                                                             | $2,250                               | $8,181                         
|                                                                                                                                             |                                      |                                
|Total current assets                                                                                                                         | $75,916                              | $91,867                        
|                                                                                                                                             |                                      |                                
|Fixed Assets:                                                                                                                                |                                      |                                
|Property and Equipment                                                                                                                       | $ 1,982,273                          | $1,992,093                     
|Less: accumulated depreciation                                                                                                               | (1,949,333)                          | (1,966,450)                    
|                                                                                                                                             |                                      |                                
|Total Fixed Assets                                                                                                                           | $32,940                              | $25,643                        
|                                                                                                                                             |                                      |                                
|Other Assets:                                                                                                                                |                                      |                                
|Deposits                                                                                                                                     | $3,794                               | $3,594                         
|                                                                                                                                             |                                      |                                
|Total Other Assets                                                                                                                           | $3,794                               | $3,594                         
|                                                                                                                                             |                                      |                                
|Total Assets                                                                                                                                 | $112,650                             | $121,104                       



The accompanying notes are an integral part of the financial statements.









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iBroadBand, Inc.

Consolidated Balance Sheets (Continued)

(unaudited)







|                                                                                                                                                                  | Fiscal Year Ended September 30, 2005 | Nine Months Ended June 30, 2006
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | -------------------------------
|Liabilities and Stockholders' Deficit                                                                                                                             |                                      |                                
|Liabilities                                                                                                                                                       |                                      |                                
|Accounts payable                                                                                                                                                  | $483,084                             | $580,116                       
|Accrued expenses                                                                                                                                                  | $956,740                             | $1,144,842                     
|Accrued liabilities-employees                                                                                                                                     | $9,742                               | $7,280                         
|Notes payable-                                                                                                                                                    |                                      |                                
|Majority Shareholder                                                                                                                                              | $1,669,367                           | $2,083,367                     
|Others                                                                                                                                                            | $453,799                             | $453,799                       
|Deferred revenues                                                                                                                                                 | $2,993                               | $3,439                         
|                                                                                                                                                                  |                                      |                                
|Total current liabilities                                                                                                                                         | $3,575,725                           | $4,272,843                     
|                                                                                                                                                                  |                                      |                                
|Stockholders' Deficit:                                                                                                                                            |                                      |                                
|Common stock, $0.001 par value; 200,000,000 shares authorized and 19,638,804 and 19,650,135 issued and outstanding at September 30 and June 30, 2006 respectively | $19,639                              | $19,639                        
|Additional paid-in-capital                                                                                                                                        | $10,766,954                          | $10,766,954                    
|Retained deficit                                                                                                                                                  | (14,249,668)                         | (14,938,332)                   
|Total stockholders' deficit                                                                                                                                       | (3,463,075)                          | (4,151,739)                    
|Total liabilities and stockholders' deficit                                                                                                                       | $112,650                             | $121,104                       



The accompanying notes are an integral part of the financial statements.





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iBroadband, Inc.

Consolidated Statements of Operations

(unaudited)







|                                                  | For the Three Months Ended June 30, 2005 | For the Three Months Ended June 30, 2006 | For the Nine Months Ended June 30, 2005 | For the Nine Months Ended June 30, 2006
|------------------------------------------------- | ---------------------------------------- | ---------------------------------------- | --------------------------------------- | ---------------------------------------
|REVENUE:                                          |                                          |                                          |                                         |                                        
|Service Revenue                                   | $149,688                                 | $145,026                                 | $480,261                                | $474,116                               
|Total Revenues                                    | $149,688                                 | $145,026                                 | $480,261                                | $474,116                               
|Costs of Revenues:                                |                                          |                                          |                                         |                                        
|Cost of Services                                  | $61,154                                  | $61,057                                  | $195,834                                | $184,702                               
|Gross Profit                                      | $88,534                                  | $83,969                                  | $284,427                                | $289,414                               
|Expenses:                                         |                                          |                                          |                                         |                                        
|Salaries and Benefits                             | 168,679                                  | 177,905                                  | 471,339                                 | 541,129                                
|Depreciation & amortization                       | 18,484                                   | 4,760                                    | 87,162                                  | 17,118                                 
|Other Expenses                                    | 97,035                                   | 125,472                                  | 242,014                                 | 248,787                                
|Total Expenses                                    | 284,198                                  | 308,137                                  | 800,515                                 | 807,034                                
|                                                  |                                          |                                          |                                         |                                        
|Net income (loss) before other income (expense)   | (195,664)                                | (224,168)                                | (516,088)                               | (517,620)                              
|                                                  |                                          |                                          |                                         |                                        
|Other Income (Expense):                           |                                          |                                          |                                         |                                        
|Interest Expense                                  | (72,698)                                 | (59,473)                                 | (309,130)                               | (171,044)                              
|Gain on Early Debt  Extinguishment                | 0                                        | 0                                        | 16,965                                  | 0                                      
|Inventory revaluation and adjustment              | 0                                        | 0                                        | (20,648)                                | 0                                      
|                                                  |                                          |                                          |                                         |                                        
|Net loss before income taxes                      | (268,362)                                | (283,641)                                | (828,901)                               | (688,664)                              
|                                                  |                                          |                                          |                                         |                                        
|Provision for income taxes                        | 0                                        | 0                                        | 0                                       | 0                                      
|                                                  |                                          |                                          |                                         |                                        
|Net Loss                                          | (268,362)                                | (283,641)                                | (828,901)                               | (688,664)                              
|Basic and dilutted loss per share                 | (0.01)                                   | (0.01)                                   | (0.04)                                  | (0.04)                                 
|                                                  |                                          |                                          |                                         |                                        
|Weighted average common shares basic and dilutted | 19,638,804                               | 19,650,135                               | 19,638,804                              | 19,646,400                             



The accompanying notes are an integral part of the financial statements.





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iBroadband, Inc.

Consolidated Statements of Cash Flows

(Unaudited)





|                                                                            | For the Nine Months Ended June 30, 2005 | For the Nine Months Ended June 30, 2006
|--------------------------------------------------------------------------- | --------------------------------------- | ---------------------------------------
|Cash from operating activities:                                             |                                         |                                        
|Net (Loss)                                                                  | (828,901)                               | (688,664)                              
|                                                                            |                                         |                                        
|Adjustments to reconcile net loss to net cash used in operating activities: |                                         |                                        
|Depreciation and amortization                                               | 87,162                                  | 17,117                                 
|Deferred compensation forgiven by officers                                  | 213,632                                 |                                        
|Change in operating assets and liabilities:                                 |                                         |                                        
|Inventory                                                                   | 45,837                                  | (5,678)                                
|Accounts receivable                                                         | 11,919                                  | (3,563)                                
|Prepaid expenses                                                            | (400)                                   | (5,931)                                
|Other assets                                                                | 44,124                                  | 200                                    
|Accounts payable                                                            | (64,156)                                | 97,032                                 
|Accrued liabilities                                                         | 28,661                                  | 188,102                                
|Accrued liabilities  employees                                             | 4,201                                   | (2,462)                                
|Deferred revenues                                                           | (2,245)                                 | 446                                    
|                                                                            |                                         |                                        
|Net cash used in operating activities                                       | (460,166)                               | (403,401)                              
|                                                                            |                                         |                                        
|Cash flows from investing activities:                                       |                                         |                                        
|Purchase of fixed assets                                                    | (24,809)                                | (9,820)                                
|Treasury stock sale                                                         |                                         |                                        
|Capital lease payments                                                      | (93,806)                                |                                        
|                                                                            |                                         |                                        
|Cash flows from financing activities:                                       |                                         |                                        
|Notes payable borrowings                                                    | 582,235                                 | 414,000                                
|                                                                            |                                         |                                        
|Increase (decrease) in cash                                                 | 3,454                                   | 779                                    
|                                                                            |                                         |                                        
|Cash balance, beginning of period                                           | (3,721)                                 | 2,623                                  
|Cash balance, end of period                                                 | (267)                                   | 3,402                                  



The accompanying notes are an integral part of the financial statements.





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iBroadband, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2006



NOTE 1: Loss per Common Share



Basic loss per share is computed using the weighted average number of common shares outstanding during the period. The 19,638,804 common shares outstanding resulting from the post merger exchange with iBroadband of Texas, Inc. on September 30, 2005, was deemed to be the weighted average number of common shares outstanding for the nine months ended June 30, 2005.  The 19,646,400 weighted common shares outstanding for the nine months ended June 30, 2006 includes weighting for 11,331 additional shares issued in exchange for iBroadband of Texas, Inc. stock on December 30, 2005.



NOTE 2: Related Party Transactions



During the nine months ended June 30, 2006, the Company received additional funds through its line of credit from the majority shareholder in the amount of  $414,000. Total borrowings from the majority shareholder were $2,083,367 at period end.



In April of 2006, the Uptown Capital Group, Inc. invoiced the Company for $81,188 in consulting fees. The majority shareholder wholly owns Uptown Capital Group, Inc.



NOTE 3: Notes Payable



Notes payable increased $414,000 from the previous fiscal year end, all as a result of additional borrowings from the majority shareholder.







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Item 2: MANAGEMENTS DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS



REVENUES:

Total revenues for the three months ended June 30, 2006 decreased by $4,662 as compared to the three months ended June 30, 2005. Internet Service revenues, the Companys primary source of revenues, decreased by $9,384 due to cancellations exceeding new sales and a lower average monthly price per customer. Other revenues, which includes other web services, installation fees, and equipment sales, increased by $4,722 for the comparable periods. Higher installation fees and increased web services are the primary reason for the increase.



Total revenues for the nine months ended June 30, 2006 decreased $6,145 as compared to the nine months ended June 30, 2005. Internet Service revenues fell $54,942 as the Company continues to struggle with insufficient capital to fund sales and marketing efforts. This decrease was offset during the comparable periods due sales of excess inventory which totaled $46,000 during the nine months ended June 30, 2006 as compared to $8,125 for the same period of 2005.  All other revenues increased $10,922.



COST OF REVENUES:

Costs of revenues for the quarter ended June 30, 2006 versus the comparable quarter for the previous year were lower by $97. This is attributed to slightly higher roof rents offset by modest savings on costs of broadband service.



Cost of revenues for the nine months ended June 30, 2006 decreased $11,132 as compared to the nine months ended June 30, 2005. This is primarily the result of a lower cost of equipment sold due to the acquisition of certain wireless equipment at a significant savings from a bankrupted vendor. This savings accounted for $7,000 of the decrease. Lower costs of broadband services also attributed to the decrease.



SALARIES, BENEFITS AND DEFERRED COMPENSATION:

Salaries and benefits increased $9,226 in the quarter ended June 30, 2006 as compared to the same quarter of 2005. This is due to staff increases resulting in an increase of $4,224 in salaries and wages. Additionally, payroll taxes and benefits rose accordingly along with increased cost of health insurance. This accounted for the remainder of the increase.



Salaries and benefits for the nine months ended June 30, 2006 were $69,790 higher than the nine months ended June 30, 2005 for the same reasons stated above. Salaries and wages were up $46,072, or 13%, and payroll taxes and benefits were up $23,718, or 20% Increased cost of health insurance accounted for the higher rate of increase in benefits.



DEPRECIATION AND AMORTIZATION:

Depreciation expense decreased from $18,484 for the quarter ended June 30, 2005 to $4,760 for the quarter ended June 30, 2006. The majority of the Companys assets was purchased in late 2000 and early 2001 and depreciated over three years. Although most of the assets are still in service, the majority has fully depreciated.



For the same reason, depreciation expense for the nine months ended June 30, 2006 is $70,044 less than the comparable period of 2005.



OTHER EXPENSES:

Other expenses include General & Administrative Costs, Facility Costs, Network Operations Expenses and certain other charges. Other expenses for the quarter ended June 30, 2006 were $28,437 more than the same quarter of 2005. This is accounted for by $81,188 in consulting fees related to the merger of iBroadband, Inc. and iBroadband of Texas, Inc., and the subsequent 10SB filing. There were no consulting fees in the comparable quarter of 2005. Conversely, $21,635 less legal expense, $17,808 less audit fees, $7,200 less relocation expenses, and $4,500 less bad debt expense offset the consulting cost. All other costs were less by $1,608.











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Other expenses for the nine months ended June 30, 2006 were $6,773 more than the same period of 2005. This is accounted for by the $81,188 in consulting fees described above. There were no consulting fees in the comparable period of 2005. Additionally, audit fees were higher by $27,192 and property taxes were up $6,754.  Comparably lower expenses include legal fees, which were down $96,676; bad debt expense, which was $11,007 lower: and relocation expenses, which improved by $7,200. All other costs combined were higher by $6,522.



INTEREST EXPENSE:

Interest expense was $13,225 less in the quarter ended June 30, 2006 as compared to the same quarter of 2005 due to lower notes payable balances resulting from the majority shareholders conversion of notes payable to common stock in July of 2005.



Interest expenses for the nine months ended June 30, 2006 was $138,086 less than the nine months ended June 30, 2005. The Company recorded an additional interest adjustment of $131,425 in December of 2004 for default interest on past due notes with certain vendors and to adjust interest applicable to its notes payable to the majority shareholder.

Summary Discussion of Liquidity

The Company suffers monthly losses and relies on continuing loans from its majority shareholder in order to pay its current operating expenses.  If the majority shareholder should at any time be unable or unwilling to fund the Companys monthly losses, the Company would be unable to continue its business.



The majority shareholders monthly loans only fund current expenses.  The Company has no cash or cash equivalents to pay its overdue Accounts Payable, Accrued Expenses and outstanding loans.  The largest of the creditors is our majority shareholder, who as of June 30, 2006 is owed $2,083,367.  Currently, none of those creditors, as for example, Hutton Communications, has made any claim or demand for payment.  However, as our certified public accountants have warned, the Company cannot pay its debt without debt forgiveness from creditors.



The Company can only continue in business within the next 12 months if sufficient capital is raised and/or obtain substantial debt relief from creditors.  The Company is currently engaged in efforts to raise capital from both foreign and domestic sources, but it has no agreements in place for any financing.  The Company cannot guarantee that it will be able to raise the necessary capital to continue operations, or if it does raise such capital, that it will be able to operate profitably.



Forward-Looking Statements

Information included or incorporated by reference in this quarterly report may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words may, will, should, expect, anticipate, estimate, believe, intend or project or the negative of these words or other variations on these words or comparable terminology.



ITEM 3: CONTROLS AND PROCEDURES



Disclosure Controls and Procedures



The Companys management, with the participation of the Companys Chief Executive and Principal Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2006

.





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Based on such evaluation, the Companys Chief Executive and Principal Financial Officer has concluded that, as of the end of such period, the Companys disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.



There have not been any changes in the Companys internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



PART II.   OTHER INFORMATION



ITEM 1: LEGAL PROCEEDINGS



None.

ITEM 2: UNREGISTERED SALES OF EQUITY



None.

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES



None.

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



There were no matters submitted to a vote of security holders during the period covered by this report.

ITEM 5.  OTHER INFORMATION

None.

Item 6:  Exhibits and Reports on Form 8-K

(a) Exhibits Schedule

The exhibits marked with an * were filed with the companys 10SB on April 19, 2006.
*3.1 Articles of Incorporation

*3.2 Bylaws

31 Rule 13a-14(a)/15d-14(a) Certifications

32 Section 1350 Certifications

(b) Reports on Form 8-K filed this period.

None.









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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.IBroadband, Inc.(Registrant)

By: /s/ Matthew Hutchins

--------------------------------------

Title:  President/CEO/ Principal Financial Officer and Principal Accounting Officer 
 
Date:  August 8, 2006









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