SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


FORM 10QSB Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934


For Quarter Ended                      Commission file number  33-28465-LA
March 31, 2006
                         QUIKBYTE SOFTWARE, INC.
                         -------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                             33-0344842
         --------                             ----------
(State   or other jurisdiction of           (I.R.S. Employer
incorporation or organization)               Identification No.)

7609 Ralston Road, Arvada, Colorado                          80002
- ----------------------------------------------               -----
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number,
  including area code                         (303) 422-8127
                                              --------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least 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 [X] No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

          142,049,012 common shares as of March 31, 2006







             PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

   For financial information,  please see the financial statements and the notes
thereto, attached hereto and incorporated by this reference.

   The financial  statements have been adjusted with all  adjustments  which, in
the  opinion  of  management,  are  necessary  in order  to make  the  financial
statements not misleading.

   The financial  statements  have been prepared by Life USA, Inc. with a review
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain  information and footnotes  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted as allowed by such rules and  regulations,  and
management  believes that the  disclosures  are adequate to make the information
presented not misleading. These financial statements include all the adjustments
which,  in the opinion of management,  are necessary for a fair  presentation of
financial  position and results of  operations.  All such  adjustments  are of a
normal  and  recurring  nature.  These  financial  statements  should be read in
conjunction with the audited financial statements at December 31, 2005, included
in the Company's Form 10-KSB.


                             Quikbyte Software, Inc.

                              Financial Statements
                     Three Month Period Ended March 31, 2006
                                   (Unaudited)







JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
9175 Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Quikbyte Software, Inc.


We have reviewed the accompanying balance sheet of Quikbyte Software, Inc. as of
March 31, 2006 and the related  statements of operations  and cash flows for the
three-months then ended.  These financial  statements are the  responsibility of
the Company's management.

We conducted our reviews in accordance with standards  established by the Public
Company  Accounting  Oversight  Board  (United  States).  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with the standards of the Public Company  Accounting  Oversight Board
(United  States),  the  objective  of  which  is the  expression  of an  opinion
regarding the financial  statements as a whole.  Accordingly,  we do not express
such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 2,  conditions
exist which raise substantial doubt about the Company's ability to continue as a
going  concern.  The financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.




Jaspers + Hall, PC
Denver, Colorado
May 31, 2006
/s/Jaspers + Hall, PC

                                      F-1


QUIKBYTE SOFTWARE, INC. (A Development Stage Company) Balance Sheets Unaudited Audited March 31, December 31, 2006 2005 --------------- --------------- ASSETS; Current Assets: Cash $ - $ - --------------- --------------- Total Current Assets - - --------------- --------------- TOTAL ASSETS $ - $ - =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts Payable and Accrued Expenses $ 32,500 $ 32,500 Accrued Salaries Payable - - Notes Payable - - Accrued Interest Payable - - --------------- --------------- Total Current Liabilities 32,500 32,500 --------------- --------------- Stockholders' Equity (Deficit) Preferred Stock, $.0001 par value, 100,000,000 shares - - authorized, none issued and outstanding Common stock, $.0001 par value, 500,000,000 shares 14,205 14,205 authorized, 142,049,012 shares issued and outstanding Additional Paid-In Capital 717,171 717,171 Deficit accumulated during the development stage (763,876) (763,876) --------------- --------------- Total Stockholders' Equity (Deficit) (32,500) (32,500) --------------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ - $ - =============== ===============
See Accountants Review Report F-2
QUIKBYTE SOFTWARE, INC. (A Development Stage Company) Statements of Operations (Unaudited) January 26, 1989 Three-Months Ended (Inception) to March 31, March 31, 2006 2005 2006 ---------------- ----------------- ---------------- Revenue: $ - $ - $ 269 ---------------- ----------------- ---------------- Total Income - - 269 ---------------- ----------------- ---------------- Operating Expenses: Consulting fees - - 47,500 Depreciation and amortization 53,516 Research and development 470,932 General and Administrative - - 498,334 ---------------- ----------------- ---------------- Total Operating Expenses - - 1,070,282 ---------------- ----------------- ---------------- Other Expenses: Interest Income 8,024 Write-Off old debts - - 308,031 Interest Expense - (191) (9,918) ---------------- ----------------- ---------------- Net Profit (Loss) - (191) (763,876) ---------------- ----------------- ---------------- Per Share Information: Weighted average number of common shares outstanding 142,049,012 142,049,012 ---------------- ----------------- Basic and diluted net loss per share $ - $ - ================ =================
See Accountants Review Report F-3
QUIKBYTE SOFTWARE, INC. (A Development Stage Company) March 31, 2006 (Unaudited) Deficit COMMON STOCKS Additional Accum. During Total Paid-In Development Stockholders' # of Shares Amount Capital Stage Equity ----------- ------ ------- ----- ------ Balance - January 26, 1989 - $ - $ - $ - $ - Issuance of stock to founders 55,500,000 5,550 (5,550) - - Issuance of stock for cash 65,500,000 6,550 249,470 - 256,020 Issuance of stock for services 3,000,000 300 14,700 - 15,000 Issuance of stock for warrants - - 100 - 100 Net Loss for Year - - - (74,393) (74,393 ------------ --------- ---------- ------------- ----------- Balance - December 31, 1989 124,000,000 12,400 258,720 (74,393) 196,727 ------------ --------- ---------- ------------- ----------- Issuance of stock for employment 4,400,000 440 98,560 - 99,000 Warrants exercised 3,550,000 355 69,851 - 70,206 Net Loss for Year - - - (424,063) (424,063) ------------ --------- ---------- ------------- ----------- Balance - December 31, 1990 131,950,000 13,195 427,131 (498,456) (58,130) ------------ --------- ---------- ------------- ----------- Warrants exercised 6,150,000 615 122,385 - 123,000 Issuance of stock for employment 1,800,000 180 45,820 - 46,000 Issuance of stock for cash 2,149,012 215 121,835 - 122,050 Net Loss for Year - - - (531,532) (531,532) ------------ --------- ---------- ------------- ----------- Balance - December 31, 1991 142,049,012 14,205 717,171 (1,029,988) (298,612) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ---------- ------------- ----------- Balance - December 31, 1992 142,049,012 14,205 717,171 (1,030,751) (299,375) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ---------- ------------- ----------- Balance - December 31, 1993 142,049,012 14,205 717,171 (1,031,514) (300,138) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ---------- ------------- ----------- Balance - December 31, 1994 142,049,012 14,205 717,171 (1,032,277) (300,901) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ---------- ------------- ----------- Balance - December 31, 1995 142,049,012 14,205 717,171 (1,033,040) (301,664) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ---------- ------------- ----------- Balance - December 31, 1996 142,049,012 14,205 717,171 (1,033,803) (302,427) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ---------- ------------- ----------- Balance - December 31, 1997 142,049,012 14,205 717,171 (1,034,566) (303,190) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ---------- ------------- ----------- Balance - December 31, 1998 142,049,012 14,205 717,171 (1,035,329) (303,953) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ---------- ------------- ----------- Balance - December 31, 1999 142,049,012 14,205 717,171 (1,036,092) (304,716) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ---------- ------------- ----------- Balance - December 31, 2000 142,049,012 14,205 717,171 (1,036,855) (305,479) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - (20,763) (20,763) ------------ --------- ---------- ------------- ----------- Balance - December 31, 2001 142,049,012 14,205 717,171 (1,057,618) (326,242) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - (12,763) (12,763) ------------ --------- ---------- ------------- ----------- Balance - December 31, 2002 142,049,012 14,205 717,171 (1,070,381) (339,005) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ---------- ------------- ----------- Balance - December 31, 2003 142,049,012 14,205 717,171 (1,071,144) (339,768) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - (763) (763) ------------ --------- ---------- ------------- ----------- Balance - December 31, 2004 142,049,012 14,205 717,171 (1,071,907) (340,531) ------------ --------- ---------- ------------- ----------- Net Loss for Year - - - 308,031 308,031 ------------ --------- ---------- ------------- ----------- Balance - December 31, 2005 142,049,012 14,205 717,171 (763,876) (32,500) ------------ --------- ---------- ------------- ----------- Net Loss for Period - - - - - ------------ --------- ---------- ------------- ----------- Balance - March 31, 2006 142,049,012 $ 14,205 $ 717,171 $ (763,876) $ (32,500) ============ ========= ========== ============= ===========
See Accountants Review Report F-4
QUIKBYTE SOFTWARE, INC. (A Development Stage Company) Statements of Cash Flow (Unaudited) Indirect Method January 26, 1989 Three-Months Ended (Inception) t0 March 31, March 31, 2006 2005 2006 ------------- ---------------- ------------- Cash Flows from Operating Activities: Net Loss $ - $ (191) $ (763,876) Stock issued for services - - 160,100 Amortization and depreciation - - 53,516 Write down of computer software - - 173,358 Adjustments to reconcile net loss to net cash used by operating activities Increase in accounts payable and accrued expenses - - 32,500 Increase in interest payable - 191 - Increase in accrued salaries payable - - - ------------- ---------------- ------------- Net Cash Used by Operating Activities - - (344,402) ------------- ---------------- ------------- Cash Flow from Investing Activities: Purchase of property and equipment - - (52,516) Organizational costs - - (1,000) Increase in computer software - - (173,359) ------------- ---------------- ------------- Net Cash used in Investing Activities - - (226,875) ------------- ---------------- ------------- Cash Flow from Financing Activities: Proceeds from notes payable - - 9,537 Write off of old note payable (9,537) Issuance of common stock - - 571,277 ------------- ---------------- ------------- Net Cash Provided by Financing Activities - - 571,277 ------------- ---------------- ------------- Net Increase in Cash & Cash Equivalents - - - Beginning Cash & Cash Equivalents - - - ------------- ---------------- ------------- Ending Cash & Cash Equivalents $ - $ - $ - ============= ================ ============= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for Interest $ - $ - $ - ============= ================ ============= Cash paid for Income Taxes $ - $ - $ - ============= ================ ============= NON-CASH TRANSACTION Debt forgivness $ - $ - $ 308,031 ============= ================ =============
See Accountants Review Report F-5 QUICKBYTE SOFTWARE, INC. (A Development Stage Company) Notes to Financial Statements March 31, 2006 Note 1 - Presentation of Interim Information: In the opinion of the management of Quickbyte Software, Inc., the accompanying unaudited financial statements include all normal adjustments considered necessary to present fairly the financial position as of March 31, 2006 and the results of operations for the three-months ended March 31, 2006 and 2005 and for the period from January 26, 1989 (inception) to March 31, 2006, and cash flows for the three-months ended March 31, 2006 and 2005, and for the period from January 26, 1989 (inception) to March 31, 2006. Interim results are not necessarily indicative of results for a full year. The financial statements and notes are presented as permitted by Form 10-QSB, and do not contain certain information included in the Company's audited financial statements and notes for the fiscal year ended December 31, 2005. Note 2 - Going Concern: The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is in the development stage and has not earned any revenue from operations. The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital or locate a merger candidate and ultimately, achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management is seeking new capital to revitalize the Company. Note 3 - Note Payable - Related Party: The note payable in the amount of $9,547 is payable to an officer of the Company including interest at 8% per annum, due on demand. These funds were advanced to pay Company expenses. F-6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS ----------------------------------------------------------------------- OF OPERATIONS ------------- There is no assurance that the Company will be profitable, the Company may not be able to successfully develop, manage or market its products and services, the Company may not be able to attract or retain qualified executives and technology personnel, the Company's products and services may become obsolete, government regulation may hinder the Company's business, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of warrants and stock options, and other risks inherent in the Company's businesses. The Company undertakes no obligation to publicly revise any forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB filed by the Company in 2005 and any Current Reports on Form 8-K filed by the Company. OVERVIEW OF OPERATIONS None 3 RESULTS OF OPERATIONS FOR QUARTER ENDED MARCH 31, 2006 COMPARED TO SAME PERIOD ENDED MARCH 31, 2005. The Company had no revenues from operations in the period in 2006 or 2005. The Company incurred no general and administrative expenses in the period in 2006 or in the period in 2005. The Company had no loss in 2006 in the quarter compared to ($191) loss in 2005 in the quarter. The Company had no profit/loss per share in 2006. LIQUIDITY AND CAPITAL RESOURCES The Company had no cash capital at the end of the period or any other assets. The Company will need to either borrow or make private placements of stock in order to fund operations. No assurance exists as to the ability to achieve loans or make private placements of stock. NEED FOR ADDITIONAL FINANCING The Company does not have capital sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934. The Company will have to seek loans or equity placements to cover such cash needs. In the event the Company is able to complete a business combination during this period, lack of its existing capital may be a sufficient impediment to prevent it from accomplishing the goal of completing a business combination. There is no assurance, however, that without funds it will ultimately allow registrant to carry out its business The Company will need to raise additional funds to conduct any business activities in the next twelve months. No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses as they may be incurred. Irrespective of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash. "GOING CONCERN" QUALIFICATION The Company's auditor has issued a "going concern" qualification as part of his opinion in the Audit Report. There is substantial doubt about the ability of the Company to continue as a "going concern." The Company has no business, limited capital, debt in excess of $32,000, all of which is current, minimal cash, nominal other assets, and no capital commitments. The effects of such conditions could easily be to cause the Company's bankruptcy. Management hopes to develop its business plan and will need, at which to seek and obtain funding, via loans or private placements of stock for operations debt and to provide working capital. Management has plans to seek capital in the form of loans or stock private placements in the next quarter of approximately $50,000. 4 ITEM 3. CONTROLS AND PROCEDURES a. Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report April 30, 2006, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required. b. Changes in Internal Control over Financial Reporting: There were no changes in the small business issuers internal control over financial reporting identified in connection with the Company evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange act that occurred during the small business issuers last fiscal quarter that has materially affected or is reasonable likely to materially affect, the small business issuers internal control over financial reporting. 5 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULT 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 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) 31 Sarbanes-Oxley Certification 32 Sarbanes-Oxley Certification (B) Reports on Form 8-K None 6 SIGNATURES In accordance with the requirements of the Securities and Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. QUIKBYTE SOFTWARE, INC. Date August 8, 2006 /s/Reed Clayson Reed Clayson, President 7
                                   EXHIBIT 31

                     CERTIFICATION PURSUANT TO SECTION 302
                           OF THE SARBANES-OXLEY ACT




EXHIBIT 31

        CERTIFICATION OF DISCLOSURE PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


     In connection  with the Quarterly  Report of Quikbyte  Software,  Inc. (the
"Company") on Form 10-QSB (the "Report") for the period ended March 30, 2006
as filed with the Securities and Exchange Commission on the date hereof. I, Reed
Clayson, Acting Chief Executive Officer of the Company,  certify, pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to section 302 of the  Sarbanes-Oxley
Act of 2002, that to the best of my knowledge and belief:

     1. I certify that I have reviewed the 10-QSB of Quikbyte Software, Inc.;

     2. Based on my knowledge,  the Report does not contain any untrue statement
of a material  fact or omit a material  fact  necessary  to make the  statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by the Report;

     3. Based on my knowledge,  the financial  statements  and other  financial
information  included in the Report fairly present in all material  respects the
financial condition, results of operations, and cash flows of the issuer, as of,
and for, the period presented in the Report;

     4. The  small  business  issuer's,  other  certifying  officers,  and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as such term is defined in  Exchange  Act Rules  13a-15(e)  and  15d-15(e)  and
internal  control  over  financial  reporting  as defined in Exchange  Act Rules
13a-15f and 15d-15f for the small business issuer and have:

          a. Designed  such  disclosure  controls and  procedures or caused such
     disclosure  controls and procedures to be designed under our supervision to
     ensure that material  information  relating to the small  business  issuer,
     including  its  consolidated  subsidiaries,  is made  known  to us by other
     within those entities,  particularly during the period in which this Report
     is being prepared;

          b. Designed such internal control over financial reporting,  or caused
     such internal  control over  financial  reporting to be designed  under our
     supervision,  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
     principals;

          c.  Evaluted  the   effectiveness  of  the  small  business   issuer's
     disclosure  controls  and  procedures  and  presented  in this  Report  our
     conclusions  about  the  effectiveness  of  the  disclosure   controls  and
     procedures,  as of the end of the period  covered by this  Report  based on
     such evaluation; and

          d. Disclosed in this report any change in the small business  issuer's
     internal  control over financial  reporting that occurred  during the small
     business  issuer's most recent fiscal quarter (the small business  issuer's
     fourth fiscal  quarter in the case of an annual report) that has materially
     affected,  or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting; and



     5. The small  business  issuer's,  other  certifying  officers,  and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reprting,  to the  small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  Board  of  Directors  (or  persons
fulfilling the equivalent function);

          a. All significant deficiencies in the design or operation of internal
     control over financial reporting, which are reasonably likely to adversely
     affect the small business  issuers ability to record,  process,  summarize,
     and report financial information; and

          b. Any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant role in the small business  issuer's
     internal control over financial reporting.


Dated: August 8, 2006                         Name:Reed Clayson


                                              /s/Reed Clayson
                                             _________________________
                                             Position:Reed Clayson, President
                            CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection  with the Quarterly  Report of Quikbyte Software,  Inc. (the
"Company") on Form 10-QSB for the period ending March 31, 2006 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report").  I,
Reed Clayson, President, Chief Executive Officer and Chief Financial Officer of
the company,  certify,  pursuant to 18 USC Section 1350, as adopted  pursuant to
Section 906 of the  Sarbanes-Oxley Act of 2002, that to the best of my knowledge
and belief.

        (1)     The Report fully complies with the requirements of Section 13(a)
                or 15(d) of the Securities Exchange Act of 1934; and

        (2)     The information contained in the Report fairly presents, in all
                material respects, the financial condition and results of
                operations of the Company.




                                         /s/ Reed Clayson
                                         --------------------------------
                                         Reed Clayson, President, CEO & CFO

Dated: August 8,  2006