SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-QSB



(Mark One)



X       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For quarterly period ended March 31, 2006



____        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT



For the transition period from _____ to _____



000-30156

(Commission File Number)



ENTHEOS TECHNOLOGIES, INC.

AND SUBSIDIARIES

(Exact name of registrant as specified in its charter)



Nevada

(State or other jurisdiction of incorporation)



000-30156

(Commission File Number)



98-0170247

(I.R.S Employer Identification No.)



1628 West 1st Avenue, Suite 216, Vancouver, British Columbia,  V6J 1G1

(Address of principal executive offices)



(604) 659-5005

(Registrants telephone number, including area code)



Check whether the issuer (1) has 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.

YesxNoo



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

YesoNox



State the number of shares outstanding of each of the Issuers classes of common equity as of the latest practicable date.  As of May 10, 2006, there were 96,625,122 shares of the Issuers Common Stock, $0.00001 par value per share outstanding.



Transitional Small Business Disclosure Format (Check One): Yes [ ]  No [X]



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TABLE OF CONTENTS





ENTHEOS TECHNOLOGIES, INC. AND SUBSIDIARIES

FORM 10-QSB, QUARTER ENDED MARCH 31, 2006





INDEX



PART I    FINANCIAL INFORMATION



Item 1.   Financial Statements



Interim Unaudited Consolidated Balance Sheets

3



Interim Unaudited Consolidated Statements of Operations

4



Interim Unaudited Consolidated Statement of Stockholders Equity

5



Interim Unaudited Consolidated Statements of Cash Flows

6



Notes to Interim Consolidated Audited Financial Statements

7



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

9



Item 3.  Controls and Procedures

14





PART II   OTHER INFORMATION



Item 1. Legal Proceedings

15



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

15



Item 3. Defaults Upon Senior Securities

15



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

15



Item 5. Other Information

15



Item 6. Exhibits and Reports on Form 8-K

15



Signatures

16









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ITEM 1.   Financial Statements



|                                                                                                           |                |                   |  | 
|---------------------------------------------------------------------------------------------------------- | -------------- | ----------------- |  | 
|ENTHEOS TECHNOLOGIES, INC. AND SUBSIDIARIES                                                               
|                                                                                                           |                |                  
|INTERIM CONSOLIDATED BALANCE SHEETS                                                                       
|March 31, 2006 and December 31, 2005                                                                      
|(Expressed in US Dollars)                                                                                 
|(Basis of Presentation - Going Concern Uncertainties - Note 1)                                            
|                                                                                                           |                |                  
|                                                                                                           | March 31, 2006 | December 31, 2005
|                                                                                                           | (Unaudited)    | (Audited)        
|                                                                                                           |                |                  
|ASSETS                                                                                                     |                |                  
|Current assets                                                                                             |                |                  
|Cash                                                                                                       | $61,804        | $81,978          
|Total current assets                                                                                       | 61,804         | 81,978           
|                                                                                                           |                |                  
|Marketable equity securities - related party (Note 4)                                                      | 2,402,500      | 1,489,550        
|                                                                                                           |                |                  
|Total assets                                                                                               | $2,464,304     | $1,571,528       
|                                                                                                           |                |                  
|LIABILITIES                                                                                                |                |                  
|Current                                                                                                    |                |                  
|Accounts payable and accrued liabilities                                                                   | $4,862         | $15,336          
|Accounts payable - related parties (Note 4)                                                                | 23,812         | 23,812           
|                                                                                                           |                |                  
|Total liabilities                                                                                          | 28,674         | 39,148           
|                                                                                                           |                |                  
|STOCKHOLDERS' EQUITY                                                                                       |                |                  
|                                                                                                           |                |                  
|Stockholders' Equity                                                                                       |                |                  
|Preferred stock:$0.0001 par value: Authorized: 10,000,000 shares                                           |                |                  
|Issued and outstanding: nil                                                                                | -              | -                
|Common stock: $0.00001 par value; Authorized: 200,000,000 shares                                           |                |                  
|Issued and outstanding: 96,625,122                                                                         | 966            | 966              
|Additional paid-in capital                                                                                 | 3,838,116      | 3,838,116        
|Accumulated deficit                                                                                        | (3,757,902)    | (3,748,202)      
|Accumulated other comprehensive income                                                                     | 2,354,450      | 1,441,500        
|                                                                                                           |                |                  
|Total stockholders' equity                                                                                 | 2,435,630      | 1,532,380        
|                                                                                                           |                |                  
|Total liabilities and stockholders' equity                                                                 | $2,464,304     | $1,571,528       
|                                                                                                           |                |                  
|(The accompanying notes are an integral part of these interim unaudited consolidated financial statements)



3



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|                                                                                                           |                              |           
|---------------------------------------------------------------------------------------------------------- | ---------------------------- | ----------
|ENTHEOS TECHNOLOGIES, INC. AND SUBSIDIARIES                                                               
|                                                                                                           |                              |           
|INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS                                                             
|for the three months ended March 31, 2006 and 2005                                                        
|(Unaudited)                                                                                               
|(Expressed in US Dollars)                                                                                 
|                                                                                                           |                              |           
|                                                                                                           | Three months ended March 31,
|                                                                                                           | 2006                         | 2005      
|                                                                                                           |                              |           
|Revenue                                                                                                    | $-                           | $-        
|                                                                                                           |                              |           
|Expenses                                                                                                   |                              |           
|Depreciation                                                                                               | -                            | 283       
|Other Operating Expenses                                                                                   | 10,429                       | 6,019     
|                                                                                                           |                              |           
|                                                                                                           | 10,429                       | 6,302     
|                                                                                                           |                              |           
|Operating Loss                                                                                             | (10,429)                     | (6,302)   
|                                                                                                           |                              |           
|Other income                                                                                               |                              |           
|Interest income                                                                                            | 729                          | 564       
|                                                                                                           | 729                          | 564       
|                                                                                                           |                              |           
|Net loss to common shareholders                                                                            | $(9,700)                     | $(5,738)  
|                                                                                                           |                              |           
|                                                                                                           |                              |           
|Loss per common share -basic and diluted                                                                   | $(0.000)                     | $(0.000)  
|                                                                                                           |                              |           
|Weighted average number of common shares                                                                   |                              |           
|outstanding- basic and diluted                                                                             | 96,625,122                   | 96,625,122
|                                                                                                           |                              |           
|(The accompanying notes are an integral part of these interim unaudited consolidated financial statements)



4



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|                                                                                                           |              |            |                 |               |               |                   |           
|---------------------------------------------------------------------------------------------------------- | ------------ | ---------- | --------------- | ------------- | ------------- | ----------------- | ----------
|ENTHEOS TECHNOLOGIES, INC. AND SUBSIDIARIES                                                               
|                                                                                                           |              |            |                 |               |               |                   |           
|INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY                                                    
|for the three months ended March 31, 2006 and year ended December 31, 2005                                
|(Unaudited)                                                                                               
|(Expressed in US Dollars)                                                                                 
|                                                                                                           |              |            |                 |               |               |                   |           
|                                                                                                           |              |            |                 |               |               | Accumulated other | Total     
|                                                                                                           | Common Stock | Additional | Accumulated     | Comprehensive | comprehensive | Stockholder's    
|                                                                                                           | Shares       | Amount     | paid-in capital | deficit       | income (loss) | income            | Equity    
|                                                                                                           |              |            |                 |               |               |                   |           
|Balance, December 31, 2004                                                                                 | 96,625,122   | $966       | $3,838,116      | $(3,680,236)  | $-            | $270,281          | $429,127  
|                                                                                                           |              |            |                 |               |               |                   |           
|Components of comprehensive                                                                                |              |            |                 |               |               |                   |           
|income                                                                                                     |              |            |                 |               |               |                   |           
|- Unrealized gains on                                                                                      |              |            |                 |               |               |                   |           
|marketable equity securities                                                                               | -            | -          | -               | -             | 1,171,219     | 1,171,219         | 1,171,219 
|                                                                                                           |              |            |                 |               |               |                   |           
|- Loss, year ended December 31, 2005                                                                       | -            | -          | -               | (67,966)      | (67,966)      | -                 | (67,966)  
|                                                                                                           |              |            |                 |               |               |                   |           
|Total comprehensive income                                                                                 |              |            |                 |               | $1,103,253    |                   |           
|                                                                                                           |              |            |                 |               |               |                   |           
|Balance, December 31, 2005                                                                                 | 96,625,122   | $  966     | $3,838,116      | $(3,748,202)  |               | $1,441,500        | $1,532,380
|                                                                                                           |              |            |                 |               |               |                   |           
|Components of comprehensive                                                                                |              |            |                 |               |               |                   |           
|income                                                                                                     |              |            |                 |               |               |                   |           
|- Unrealized gains on                                                                                      |              |            |                 |               |               |                   |           
|marketable equity securities                                                                               | -            | -          | -               | -             | 912,950       | 912,950           | 912,950   
|                                                                                                           |              |            |                 |               |               |                   |           
|- Loss, three months ended March 31, 2006                                                                  | -            | -          | -               | (9,700)       | (9,700)       | -                 | (9,700)   
|                                                                                                           |              |            |                 |               |               |                   |           
|Total comprehensive income                                                                                 |              |            |                 |               | $903,250      |                   |           
|                                                                                                           |              |            |                 |               |               |                   |           
|Balance, March 31, 2006                                                                                    | 96,625,122   | $966       | $3,838,116      | $ (3,757,902) |               | $2,354,450        | $2,435,630
|(The accompanying notes are an integral part of these interim unaudited consolidated financial statements)



5



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|                                                                                                           |                              |          
|---------------------------------------------------------------------------------------------------------- | ---------------------------- | ---------
|ENTHEOS TECHNOLOGIES, INC. AND SUBSIDIARIES                                                               
|                                                                                                           |                              |          
|INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS                                                             
|for the three months ended March 31, 2006 and 2005                                                        
|(Unaudited)                                                                                               
|(Expressed in US Dollars)                                                                                 
|                                                                                                           |                              |          
|                                                                                                           | Three months ended March 31,
|                                                                                                           | 2006                         | 2005     
|                                                                                                           |                              |          
|Cash flows from (used in) operating activities                                                             |                              |          
|Net loss                                                                                                   | $(9,700)                     | $ (5,738)
|Adjustments for items not involving cash:                                                                  |                              |          
|Depreciation                                                                                               | -                            | 283      
|Change in non-cash working capital item:                                                                   |                              |          
|Decrease in accounts payable                                                                               | (10,474)                     | (7,607)  
|Net cash flows used in operating activities                                                                | (20,174)                     | (13,062) 
|                                                                                                           |                              |          
|Cash flows from in investing activities                                                                    |                              |          
|Net cash flows used in investing activities                                                                | -                            | -        
|                                                                                                           |                              |          
|Cash flows from financing activities                                                                       | -                            | -        
|Net cash flows from financing activities                                                                   | -                            | -        
|                                                                                                           |                              |          
|Decrease in cash                                                                                           | (20,174)                     | (13,062) 
|                                                                                                           |                              |          
|Cash, beginning of period                                                                                  | 81,978                       | 128,286  
|Cash, end of period                                                                                        | $61,804                      | $115,224 
|                                                                                                           |                              |          
|                                                                                                           |                              |          
|                                                                                                           |                              |          
|Supplemental disclosure of cash flow information:                                                          |                              |          
|Interest paid in cash                                                                                      | $-                           | $-       
|Income tax paid in cash                                                                                    | $-                           | $-       
|                                                                                                           |                              |          
|(The accompanying notes are an integral part of these interim unaudited consolidated financial statements)



6



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ENTHEOS TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2006

(Unaudited)

(Expressed in US Dollars)



Note 1  - Basis of Presentation  Going Concern Uncertainties



The Company has incurred net operating losses since inception. The Company faces all the risks common to companies in their early stages of development, including under capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Companys recurring losses raise substantial doubt about its ability to continue as a going concern.  The Companys consolidated financial statements do not reflect any adjustments that may result from the outcome of this uncertainty. The Company expects to incur losses from its business operations and will require additional funding during 2006. The satisfaction of our cash hereafter will depend in large part on the Companys ability to successfully raise capital from external sources to pay for planned expenditures and to fund operations.



In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations.  Management believes that its current and future plans enable it to continue as a going concern. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.



Note 2  Presentation of Interim Information



The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Form 10-QSB instructions and in the opinion of management of Entheos Technologies, Inc. and subsidiaries (the Company), include all normal adjustments considered necessary to present fairly the consolidated financial position as of March 31, 2006 and the consolidated results of operations for the three months ended March 31, 2006 and 2005 and cash flows for the three months ended March 31, 2006 and 2005. These results have been determined on the basis of generally accepted accounting principles and practices and applied consistently with those used in the preparation of the Companys 2005 Annual Report on Form 10-KSB.



Certain information and footnote disclosures normally included in the financial statements presented in accordance with United States generally accepted accounting principles have been condensed or omitted.  It is suggested that the accompanying unaudited interim consolidated financial statements be read in conjunction with the annual financial statements and notes thereto incorporated by reference in the Companys 2005 Annual Report on Form 10-KSB.



There have been no pronouncements issued that are not yet effective that would have a material effect on these financial statements.



Note 3  Earnings Per Share



Basic earnings or loss per common share is based on the weighted average number of shares outstanding during the period of the financial statements.  Diluted earnings or loss per share are based on the weighted average number of common shares outstanding and dilutive common stock equivalents. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value, when applicable. All loss per share amounts in the financial statements are basic loss per share because the inclusion of stock options and warrants outstanding would be antidilutive. The computation of basic and diluted loss per share is as follows at March 31, 2006:





7



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|                                         |                    |           
|---------------------------------------- | ------------------ | ----------
|                                         | Three months ended
|                                         | March 31,         
|                                         | 2006               | 2005      
|                                         |                    |           
|Numerator - net loss available to common |                    |           
|stockholders                             | $(9,700)           | $(5,738)  
|                                         |                    |           
|Denominator - weighted average           |                    |           
|number of common shares outstanding      | 96,625,122         | 96,625,122
|                                         |                    |           
|Basic and diluted loss per common share  | $(0.000)           | $(0.000)  





Note 4  Related Party Transactions



Accounts Payable:  As of March 31, 2006, the Company owed $23,812 for outstanding management fees to a director, which is included in accounts payable  related parties.



Marketable Equity Securities:  Marketable securities consist of 2,402,500 shares of common stock of International Energy, Inc., a public company that trades on the OTC Bulletin Board, with an estimated fair value of $2,402,500, amortized cost of $48,050, and gross unrealized gains of $2,354,450, which was credited to accumulated other comprehensive income representing the difference between the cost and the stated market value as determined by the most recently traded price at the balance sheet date. The Company and International Energy Inc. have a director in common.



Reconciliation of unrealized gains included in other comprehensive income for the three months ended March 31, 2006:



|                                           |                    |                  
|------------------------------------------ | ------------------ | -----------------
|                                           | Three months ended | Year ended       
|                                           | March 31, 2006     | December 31, 2005
|                                           |                    |                  
|Balance, beginning of period               | $1,489,550         | $318,331         
|Unrealized holding gains during the period | 912,950            | 1,171,219        
|Balance, end of period                     | $2,402,500         | $1,489,550       





Properties: The Company's corporate office, located at Suite 216, 1628 West 1st Avenue, Vancouver, British Columbia, Canada, is owned by a privately held corporation controlled by a director and majority shareholder of the Company. As of March 31, 2006, the Company pays no rent. The fair value of the rent has not been included in the financial statements because the amount involved is immaterial.



Note 5  Subsequent Events



As of May 10, 2006, the marketable securities consisting of 2,402,500 shares of common stock of International Energy, Inc., has an estimated fair value of $1,225,275, a decrease of $1,177,225 due to a decrease in the stock price of International Energy, Inc. since March 31, 2006.  The Company does not believe this decrease in marketable securities will affect the Companys current operations.



8



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Item 2. Management's Discussion and Analysis or Plan of Operations



Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:



Except for the historical information presented in this document, the matters discussed in this 
Form 10-QSB for the three months ending March 31, 2006, and specifically in the items entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations", or otherwise incorporated by reference into this document, contain "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as "believes", "plans", "intend", "scheduled", "potential", "continue", "estimates", "hopes", "goal", "objective", expects", "may", "will", "should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Company.



The reader is cautioned that no statements contained in this Form 10-QSB should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 10-QSB. The actual results that the Company achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Company assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Company in this Form 10-QSB and in the Company's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Company's business.



Overview



Entheos Technologies, Inc. (the Company), through its wholly-owned subsidiary Email Solutions, Inc., serves as an Application Service Provider providing reliable, real time, high volume outsourced email and search engine optimization services.



The Company is a Nevada corporation with an authorized capital of 200,000,000 shares of $0.00001 par value common stock, of which 96,625,122 shares are outstanding and 10,000,000 shares of $0.0001 par value preferred stock, of which none are outstanding.

Plan of Operation



The Company is currently seeking to augment its position in technology based services through the acquisition of and or joint venture with, other technology based ventures. Additionally, the Company is engaged in the development of search engine optimization, and search engine results-positioning and marketing services.



The Companys principal source of liquidity is cash in bank, which we anticipate will be sufficient to fund our operations for the next twelve months.  The Company's future funding requirements will depend on numerous factors, including the time and investment required to source out and invest in promising technology-based ventures, to recruit and train qualified management personnel and the Company's ability to compete against other, better capitalized corporations in similar businesses.



Due to the "start up" nature of the Company's businesses, the Company expects to incur losses as it expands. The Company expects to raise additional funds through private or public equity investment in order to expand the range and scope of its business operations. The Company will seek access to private or public equity but there is no assurance that such additional funds will be available for the Company to finance its operations on acceptable terms, if at all. See "Risk Factors" for additional details.



Liquidity and Capital Resources



As at March 31, 2006, the Company had a cash balance of $61,804. The Company has financed its operations primarily through cash on hand during the three month period ending March 31, 2006.



9



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Net cash flows used in by operating activities was $20,174 for the three month period ending March 31, 2006, compared to net cash flows used of $13,062 for the same period in 2005, primarily due to a increase net loss from operations and a decrease in accounts payable. The Company believes it has sufficient cash to satisfy its cash requirements for the next twelve months.



The Company's future funding requirements will depend on numerous factors. These factors include the Company's ability to operate its business profitably in the future, recruit and train qualified management, technical and sales personnel, and the Company's ability to compete against other, better-capitalized corporations. The Company has adequate cash to satisfy its cash requirements over the next twelve months.  The Company may raise additional funds through private or public equity investment in order to expand the range and scope of its business operations.  There is no assurance that such additional funds will be available for the Company to finance its operations on acceptable terms, if at all.



Related Party Transactions



Accounts Payable:  As of March 31, 2006, the Company owed $23,812 for outstanding management fees to a director, which is included in accounts payable  related party.



Marketable Equity Securities:  Marketable securities consist of 2,402,500 shares of common stock of International Energy, Inc., a public company that trades on the OTC Bulletin Board, with an estimated fair value of $2,402,500, amortized cost of $48,050, and gross unrealized gains of $2,354,450, which was credited to accumulated other comprehensive income representing the difference between the cost and the stated market value as determined by the most recently traded price at the balance sheet date. The Company and International Energy Inc. have a director in common.



Reconciliation of unrealized gains included in other comprehensive income for the three months ended March 31, 2006:



|                                           |                    |                  
|------------------------------------------ | ------------------ | -----------------
|                                           | Three months ended | Year ended       
|                                           | March 31, 2006     | December 31, 2005
|                                           |                    |                  
|Balance, beginning of period               | $1,489,550         | $318,331         
|Unrealized holding gains during the period | 912,950            | 1,171,219        
|Balance, end of period                     | $2,402,500         | $1,489,550       



Properties: The Company's corporate office, located at Suite 216, 1628 West 1st Avenue, Vancouver, British Columbia, Canada, is owned by a privately held corporation controlled by a director and majority shareholder of the Company. As of March 31, 2006, the Company pays no rent. The fair value of the rent has not been included in the financial statements because the amount involved is immaterial.



Off-Balance Sheet Items



The Company currently has no off-balance sheet items.



Critical Accounting Policies



Our discussion and analysis or plan of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, we evaluate our estimates, including those related to income taxes and contingencies.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.





10



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Management believes the following critical accounting policies reflect its more significant estimates and assumptions used in the preparation of its financial statements.



Income Taxes - We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We have considered future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. We currently have recorded a full valuation allowance against net deferred tax assets as we currently believe it is more likely than not that the deferred tax assets will not be realized



Contingencies - We may be subject to certain asserted and unasserted claims encountered in the normal course of business. It is our belief that the resolution of these matters will not have a material adverse effect on our financial position or results of operations, however, we cannot provide assurance that damages that result in a material adverse effect on our financial position or results of operations will not be imposed in these matters.  We account for contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.



Recent Accounting Pronouncements



In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections.  SFAS No. 154 replaces APB Opinion No. 20 Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements.  SFAS No. 154 requires retrospective application to prior periods financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change.  The adoption of SFAS No. 154 will not have any impact on the Companys consolidated financial statements.



Risk Factors of the Business



We have sought to identify what we believe to be the most significant risks to our business.  However, we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our Common Stock. We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here could adversely affect us.



Lack of Operating History



Our business is subject to the risks inherent in the establishment of a new business. Specifically, in formulating our business plan, we have relied on the judgment of our officers, directors and consultants but have not conducted any formal independent market studies concerning the demand for our services.



We have had limited revenues since inception, and revenues of $0 for the three months ended March 31, 2006 and March 31, 2005. We have not been profitable, experiencing an accumulated deficit of $3,757,902 through March 31, 2006. Even if we become profitable in the future, we cannot accurately predict the level of, or our ability to sustain profitability. Because we have not yet been profitable and cannot predict any level of future profitability, you bear the risk of a complete loss of your investment in the event our business plan is unsuccessful.



The Company's ability to generate revenues and to achieve profitability and positive cash flow has depended on the successful commercialization of our ASP service, which has had limited success so far. Even if we eventually generate enough revenues from the sale of our services, we expect to incur significant operating losses over the next several years due to intense competition, a dearth of high volume email clients and low priced email software packages.



Intense Competition



The market for our services is intensely competitive, constantly evolving and subject to rapid technological change. We expect the intensity of competition to increase in the future. Increased competition may result in price reductions, changes in our pricing model, reduced gross margins and loss of market share, any one of which could materially damage our business. Many of our competitors have more resources and broader and deeper customer access than we do. In addition, many of these competitors have or can readily obtain extensive knowledge of our industry. Our competitors may be able to



11



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respond more quickly than we can to new technologies or changes in Internet user preferences and devote greater resources than we can to the development, promotion and sale of their services. We may not be able to maintain our competitive position against current and future competitors, especially those with significantly greater resources.



Dependence On Key Personnel



We depend on the continued service of our key technical, sales and senior management personnel and the loss of one or more of these individuals could cause us to incur increased operating expenses and divert other senior management time in searching for their replacements. We do not have employment agreements with any employee, nor do we maintain any key person life insurance policies for any of our key employees. The loss of any of our key technical, sales or senior management personnel could harm our business. In addition, we must attract, retain and motivate highly skilled employees. We face significant competition for individuals with the skills required to develop, market and support our services. We may not be able to recruit and retain sufficient numbers of highly skilled employees, and as a result our business could suffer.



Inability to Obtain Funding



We may not be able to obtain additional funding when needed, which could limit future expansion and marketing opportunities and result in lower than anticipated revenues. We may require additional financing to further develop our business and to pursue other technology-based business opportunities. If the market price of the common stock declines, some potential financiers may either refuse to offer us any financing or will offer financing at unacceptable rates or unfavorable terms. If we are unable to obtain financing on favorable terms, or at all, this unavailability could prevent us from expanding our business, which could materially impact our future potential revenues.



Continued Control by Management.



You may lack an effective vote on corporate matters and management may be able to act contrary to your objectives. As of May 10, 2006, our officers and board members own 90% of the 96,625,122 outstanding common stock, excluding stock options. If management votes together, it could influence the outcome of corporate actions requiring shareholder approval, including the election of directors, mergers and asset sales. As a result, new stockholders may lack an effective vote with respect to the election of directors and other corporate matters. Therefore, it is possible that management may take actions with respect to its ownership interest, which may not be consistent with your objectives or desires.



Liquidity of Shares in Market Place



As of May 10, 2006 one of our directors beneficially owns approximately 90% of the Companys outstanding common stock, which could affect the liquidity of the companys shares in the market.



Adverse Effect From Future Sale of Stock



Future sales of large amounts of our common stock by existing stockholders pursuant to Rule 144 under the Securities Act of 1933, or following the exercise of outstanding options, could adversely affect the market price of our common stock. Substantially all of the outstanding shares of our common stock are freely tradable, without restriction or registration under the Securities Act, other than the sales volume reporting and transaction restrictions of Rule 144 applicable to shares held beneficially by persons who may be deemed to be affiliates. Our directors and executive officers and their family members are not under lockup letters or other forms of restriction on the sale of their common stock. The issuance of any or all of these additional shares upon exercise of options or warrants will dilute the voting power of our current stockholders on corporate matters and, as a result, may cause the market price of our common stock to decrease. Further, sales of a large number of shares of common stock in the public market could adversely affect the market price of the common stock and could materially impair our future ability to generate funds through sales of common stock or other equity securities.



We are considered a penny stock.



The Company's stock differs from many stocks, in that it is a "penny stock." The Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks."  These rules include, but are not limited to, Rules 3a5l-l, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange Act of 1934, as amended.



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Because our securities probably constitute "penny stock" within the meaning of the rules, the rules would apply to us and our securities. The rules may further affect the ability of owners of our stock to sell their securities in any market that may develop for them.  There may be a limited market for penny stocks, due to the regulatory burdens on broker-dealers.  The market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock.  The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value.  Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.



Stockholders should be aware that, according to the Securities and Exchange Commission Release No. 34- 29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include:



-

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;



-

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;



-

"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;



-

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and



-

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.



Furthermore, the "penny stock" designation may adversely affect the development of any public market for the Company's shares of common stock or, if such a market develops, its continuation.  Broker-dealers are required to personally determine whether an investment in "penny stock" is suitable for customers.



Penny stocks are  securities (i) with a price of less than five dollars per share; (ii) that are not traded on a "recognized" national exchange; (iii) whose prices are not quoted on the NASDAQ automated  quotation  system  (NASDAQ-listed stocks must still meet  requirement  (i)  above);  or (iv) of an issuer with net tangible  assets  less than  $2,000,000  (if the issuer  has been in  continuous operation  for at least three years) or $5,000,000  (if in continuous  operation for less  than  three  years),  or with  average  annual  revenues  of less than $6,000,000 for the last three years.



Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission require broker-dealers dealing in penny stocks to provide potential  investors with a document  disclosing  the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the  investor's  account.  Potential investors in the Company's common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stock."



Rule 15g-9 of the  Commission  requires  broker-dealers  in penny stocks to approve the  account of any  investor  for  transactions  in such stocks  before selling  any  penny  stock  to  that investor.   This  procedure  requires  the broker-dealer to (i) obtain from the investor information concerning his or her financial  situation,  investment  experience  and investment  objectives;  (ii) reasonably  determine,  based on that  information,  that  transactions in penny stocks are  suitable for the  investor  and that the  investor  has  sufficient knowledge and experience as to be reasonably  capable of evaluating the risks of penny stock  transactions;  (iii) provide the investor with a written  statement setting forth the basis on which the  broker-dealer  made the determination  in (ii) above;  and (iv) receive a signed and dated copy of such statement from the investor,  confirming  that it  accurately  reflects  the  investor's  financial situation,  investment experience and investment  objectives.  Compliance with these requirements may make it more difficult for the Company's stockholders to resell their shares to third parties or to otherwise dispose of them.



Independent Directors



We cannot guarantee our Board of Directors will have a majority of independent directors in the future. In the absence of a majority of independent directors, our executive officers, who are also principal stockholders and directors, could establish



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policies and enter into transactions without independent review and approval thereof. This could present the potential for a conflict of interest between the Company and its stockholders generally and the controlling officers, stockholders or directors.



Environmental Matters



The Company believes it conducts its business in compliance with all environmental laws presently applicable to its facilities.  To date, there have been no expenses incurred by the Company related to environmental issues.



Government Regulation



The Company is not subject to any direct governmental regulation other than the securities laws and regulations applicable to all publicly owned companies, and laws and regulations applicable to businesses generally.



ITEM 3.   Controls and Procedures



Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



An evaluation was performed under the supervision of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Securities Exchange Act of 1934 (the Exchange Act) Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.



Notwithstanding the foregoing, there can be no assurance that our disclosure controls and procedures will detect or uncover all failures of persons associated with us to disclose material information otherwise required to be set forth in our periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.



There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date that management, including the Chief Executive Officer and the Chief Financial Officer, completed their evaluation



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PART II  Other Information



Item 1.   Legal Proceedings



None



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



None



Item 3.   Defaults Upon Senior Securities



None



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



None



Item 5.   Other Information



None



Item 6.   Exhibits and Reports on Form 8-K



(a) Exhibits



31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)



31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)



32.1

Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



32.2

Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



(b) Reports on Form 8-K



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.





Entheos Technologies, Inc.

(Registrant)





Date

Signature

Title



May 10, 2006

/s/ Harmel S. Rayat

Director,  President, CEO ,

Harmel S. Rayat

Secretary, Treasurer

Principal Financial Officer



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