**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**




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




For
                the quarterly period ended June 30,
                2005




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




For
                the transition period from ____________ to
                ________________




Commission
      file number: 333-107002




Express
                  Systems Corporation(Exact
                  name of small business issuer as
                  specified in its charter)Nevada(State
                  or other jurisdiction of incorporation or
                  organization)91-1918324(I.R.S.
                  Employer Identification
                  No.)114
                    W. Magnolia Street, Suite 446,Bellingham
                    WA 98225(Address
                  of principal executive
                  offices)800-661-7830(Issuer's
                  telephone
                  number)




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 Express Systems was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days.




Yes  [
      X]  No  [
      ]




The
      Issuer had 3,055,200 shares of common stock issued and outstanding as
      of
      June 30, 2005









**Express
      Systems Corporation**




**Form
      10-QSB**




**Index**






**Part
                I.**
              **Financial
                Information**
              **Page**Item
                1.
              Financial
                Statements (Unaudited)
              F-1Consolidated
                Balance Sheets
              F-3Consolidated
                Statements of Operations
              F-4Consolidated
                Statements of Stockholders Equity
              F-5Consolidated
                Statements of Cash Flows
              F-6Notes
                to Consolidated Financial Statements
              F-7
                to F-11Item
                2.
              Management's
                Discussion and Analysis or Plan of
                Operation
              1**Part
                II.**
              **Other
                Information**Item
                1.
              Legal
                Proceedings
              15Item
                2.
              Changes
                in Securities
              15Item
                3.
              Defaults
                Upon Senior Securities
              15Item
                4.
              Submission
                of Matters to a Vote of Security
                Holders
              15Item
                5.
              Other
                Information
              15Item
                6.
              Exhibits
                and Reports on Form 8-K
              15Signatures
              16Exhibit
                31.1
              Certification
                  of Principal Executive
                  OfficerExhibit
                31.2
              Certification
                  of Chief Financial
                  OfficerExhibit
                32.1
              Certification
                  Pursuant to 18 U.S.C. Section
                  1350 (Barrington-Foote)Exhibit
                32.2
              Certification
                Pursuant to 18 U.S.C. Section
                1350 (Brown)









**PART
        I - FINANCIAL INFORMATION**
  **Item
        1.**  **Financial
        Statements**
 
  **EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
  **FINANCIAL
        STATEMENTS**
  **FOR
        THE THREE MONTHS ENDED**
 **JUNE
        30, 2005 AND PERIOD FROM**
 **INCEPTION
        (JULY 9, 1998)**
 **TO
        JUNE 30, 2005**
 ( UNAUDITED)
  (EXPRESSED
        IN US DOLLARS)




F-1




CONTENTS


CONSOLIDATED
                  FINANCIAL STATEMENTS
                **Page**Consolidated
                    Balance Sheets (unaudited)
                F-3Consolidated
                    Statements of
                    Operations (unaudited)
                F-4Consolidated
                    Statements of Stockholders
                    Equity (unaudited)
                F-5Consolidated
                    Statements of Cash
                    Flows (unaudited)
                F-6Notes
                    to Consolidated Financial
                    Statements (unaudited)
                F-7
                    to F-11




F-2










**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**CONSOLIDATED
      BALANCE SHEETS**




**ASSETS**
              June
                  30, 2005
              March
                  31, 2005(Unaudited)
              (Audited)**CURRENT
                  ASSETS:**Cash
                  and cash equivalents
              $
                  121,414
              $
                  1,960Trade
                  accounts receivable
              32,194
              35,014Due
                  from related parties (Note 4)
              19,377
              8,952Prepaid
                  expenses
              149
              -***Total
                  current assets***
              173,134
              45,926**EQUIPMENT
                  AND SOFTWARE**,net
                  of accumulated depreciation of $4,064 and $3,674 respectively
              1,973
              2,363***TOTAL
                  ASSETS***
              **$
                  175,107**
              **$
                  48,289****LIABILITIES
                  AND SHAREHOLDERS' EQUITY****CURRENT
                  LIABILITIES:**Accounts
                  payable and accrued liabilities
              $
                  44,883
              $
                  40,778Due
                  to related parties (Note 4)
              6,648
              12,814***Total
                  current liabilities***
              51,531
              53,592**SHAREHOLDERS'
                  EQUITY (DEFICIENCY)****(Note
                  3):**Common
                  stock, $.001 par value, 25,000,000 shares authorized,3,055,200 
                  shares issued and outstanding
              3,055
              2,560Additional
                  paid-in capital
              478,446
              272,790Deficit
                  accumulated during the development stage
              (357,925)
              (280,653)***Total
                  shareholders' equity***
              123,576
              (5,303)***TOTAL
                  LIABILITIES AND SHAREHOLDERS' EQUITY***
              **$
                  175,107**
              **$
                  48,289**


The
          accompanying notes are an integral part of these statements.
 F-3





**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**CONSOLIDATED
      STATEMENTS OF OPERATIONS**





Three
                  Months Ended June 30, 2005
              Three
                  Months Ended June 30, 2004
              Year
                  Ended March 31, 2005
              Year
                  Ended
                March
                  31, 2004
              Period
                  From Inception (July 9, 1998) to June 30, 2005(Unaudited)
              (Unaudited)
              (Audited)
              (Audited)
              (Unaudited)**REVENUE 
                  (Note 5)**
              $
                  9,483
              $
                  28,552
              $
                  89,037
              $
                  161,998
              $
                  333,048**EXPENSES:**Advertising
              573
              3,446
              5,561
              24,407
              41,574Consulting
                  (Note 4)
              20,500
              16,656
              50,615
              70,835
              260,750Professional
                  fees
              24,955
              5,000
              38,373
              61,912
              144,126Management
                  fee  (Note 4)
              3,000
              -
              -
              18,100
              21,100Travel
              -
              -
              -
              350
              14,456General
                  and Administrative
              37,337
              2,147
              12,567
              27,547
              154,709Bad
                  Debts
              -
              -
              7,429
              -
              36,804Depreciation
                  and amortization
              390
              390
              1,558
              1,558
              4,064***Total
                  operating expenses***
              86,755
              27,639
              116,103
              204,709
              677,583***Income
                  (loss)  from operations***
              (77,272)
              913
              (27,066)
              (42,711)
              (344,535)**OTHER
                  INCOME (EXPENSE):**Interest
                  income
              -
              -
              -
              10
              110Loss
                  on disposal of assets
              -
              -
              -
              -
              (13,500)***Total
                  other income (expense)***
              -
              -
              -
              10
              (13,390)**NET
                  INCOME (LOSS)**
              **$
                  (77,272)**
              **$
                  913**
              **$
                  (27,066)**
              **$
                  (42,701)**
              **$
                  (357,925)****BASIC
                  AND DILUTED LOSS PER COMMON SHARE:**Net
                  loss per common share
              **$
                  (0.03)**
              *****
              **$
                  (0.01)**
              **$
                  (0.02)****WEIGHTED
                  AVERAGE SHARES OUTSTANDING**
              **2,960,145**
              **2
                  525,899**
              **2
                  560,200**
              **2,525,899**
  * - less than $.01


The
          accompanying notes are an integral part of these statements.
 F-4




**EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **CONSOLIDATED
        STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY**
 FOR
        THE PERIOD FROM INCEPTION (JULY 9,
        1998) THROUGH JUNE 30, 2005
  Common
                  Shares
              Common
                  Stock Amount
              Additional
                  Paid-In Capital
              Deficit
                  Accumulated During the Development Stage**BALANCES,
                  at inception (July 9, 1998)**
              -
              $
                -
              $ -
              $
                  -Sale
                  of common stock to founders in July 1998 for $0.001 per
                  share
              1,000,000
              1,000
              -
              -Sale
                  of common stock in private placements:November
                  1998 at $.01 per share
              1,000,000
              1,000
              9,000
              -November
                  1998 for $.05 per share
              35,000
              35
              1,715
              -January
                  2001 for $.50 per share
              200,000
              200
              99,800
              -Net
                  loss for the period from inception to March 31, 2002
              -
              -
              -
              (89,120)**BALANCES,
                  March 31, 2002**
              2,235,000
              2,235
              110,515
              (89,120)Sale
                  of common stock in private placement:November
                  2002 at $.50 per share
              215,200
              215
              107,385
              -Net
                  loss
              -
              -
              -
              (121,766)**BALANCES,
                  March 31, 2003**
              2,450,200
              2,450
              217,900
              (210,886)Sale
                  of common stock in private placement:May
                  2003 at $.50 per share
              110,000
              110
              54,890
              -Net
                  loss
              -
              -
              -
              (42,701)**BALANCES,
                  March 31, 2004**
              2,560,200
              2,560
              272,790
              (253,587)Net
                  loss
              -
              -
              -
              (27,066)**BALANCES,
                March 31, 2005**
              2,560,200
              2,560
              272,790
              (280,653)Sale
                  of common stock in private placement:April
                  2005 at $.001 per share
              75,000
              75
              -
              -April
                  2005 at $.50 per share
              400,000
              400
              199,600
              -Shares
                issued for services rendered: April 2005 at $.50 per share
              20,000
              20
              9,980
              -Issuance
                costs for shares issued
              -
              -
              (3,924)
              -Net
                  loss
              -
              -
              -
              (77,272)**BALANCES,
                  June 30, 2005 (Unaudited)**
              3,055,200
              $
                3,055
              $
                478,446
              (357,925)




The
          accompanying notes are an integral part of these statements.
 F-5





**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**




Three
                  Months  Ended
                June
                  30, 2005
              Three
                  Months Ended
                June
                  30, 2004
              Year
                  Ended March 31, 2005
              Year
                  Ended
                March
                  31, 2004
              Period
                  From
                Inception
                (July
                  9, 1998)
                to
                  June 30, 2005(Unaudited)
              (Unaudited)
              (Audited)
              (Audited)
              (Unaudited)**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  income (loss)
              $
                  (77,272)
              $
                  913
              $
                  (27,066)
              $
                  (42,701)
              $
                  (357,925)Adjustments
                  to reconcile net income (loss) to net cash used in operating activities:Depreciation
                  and amortization
              390
              390
              1,558
              1,558
              4,064Bad
                  debt expense
              -
              -
              7,429
              -
              36,804Loss
                  of disposals of assets
              -
              -
              -
              -
              13,500Shares
                  issued for services
              10,000
              -
              -
              -
              10,000Decrease
                  (increase) in accounts receivable, net
              2,820
              (6,191)
              4,777
              (43,880)
              (68,998)Increase
                  in receivable from related parties
              (10,400)
              -
              (8,951)
              -
              (19,352)Increase
                  in pre-paid expenses
              (149)
              -
              -
              -
              (149)(Decrease)
                  increase in due to related party
              (6,166)
              -
              2,002
              (25)
              (2,771)Increase
                  in accounts payable and accrued expenses
              4,105
              (4,322)
              13,001
              33,566
              54,302Net
                  cash used in operating activities
              (76,672)
              (9,210)
              (7,250)
              (51,482)
              (330,525)**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Purchase
                  of other assets
              -
              -
              -
              -
              (3,500)Purchases
                  of property and equipment
              -
              -
              -
              -
              (16,037)Net
                  cash used in investing activities
              -
              -
              -
              -
              (19,537)**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Issuance
                  of common stock
              196,126
              -
              -
              55,000
              471,476**NET
                  INCREASE (DECREASE) IN CASH** **AND CASH
                  EQUIVALENTS**
              119,454
              (9,210)
              (7,250)
              3,518
              121,414**CASH
                  AND CASH EQUIVALENTS** , beginning of period
              1,960
              9,210
              9,210
              5,692
              -**CASH
                  AND CASH EQUIVALENTS** , end of period
              **$
                  121,414**
              **$
                  -**
              **$
                  1,960**
              **$
                  9,210**
              **$
                  121,414****SUPPLEMENTAL
                  DISCLOSURE OF NON-CASH INVESTING AND FINANCING
                  ACTIVITIES:**Write
                  off of software and cancellation of associated note payable
              **$ -**
              **$
                  -**
              **$
                  -**
              **$
                  50 000**
              **$
                  50 000**


The
          accompanying notes are an integral part of these statements.
 F-6





**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**








*NOTE
      1 -**ORGANIZATION,
      OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES*




**Organization,
      Business and Going Concern**





Express
      Systems Corporation ("Express") was incorporated on July 9, 1998 in the state
      of
      Nevada and is currently in the development stage. The Company, through its
      subsidiary, is in the business of advertising on the internet and selling opt-in
      lead generation lists.





The
      consolidated financial statements include the accounts of Express since the
      date
      of inception and its wholly-owned subsidiary, Masterlist International, Inc.
      ("Masterlist") since the date of purchase (see Note 2) (collectively, the
      "Company"). All significant intercompany balances and transactions have been
      eliminated in consolidation.





The
      Company's consolidated financial statements have been presented on the basis
      that it will continue as a going concern, which contemplates the realization
      of
      assets and the satisfaction of liabilities in the normal course of
      business.





The
      Company remains dependent upon its ability to obtain outside financing either
      through the issuance of additional shares of its common stock or through
      borrowings until it achieves sustained profitability through increased sales
      and
      cost containment.





The
      interim financial information as of and for the three months ended June 30,
      2005
      and 2004 are unaudited. In the opinion of management, all adjustments
      (consisting of normal recurring adjustments) considered necessary for a fair
      presentation have been included.





**Cash
      and Cash Equivalents**





All
      highly liquid investments purchased with an original maturity of three months
      or
      less are considered to be cash equivalents.





**Accounts
      Receivable**





The
      Company uses the allowance method for accounting for bad debts. At June 30,
      2005, management believes all receivables are collectible by the
      Company.





**Equipment
      and Software**





The
      Company provides for depreciation and amortization of these assets using the
      straight-line method based on estimated useful lives of, generally, three to
      five years.




**Revenue
      Recognition**




The
      Company recognizes revenue from the sale of products and services in accordance
      with Securities and Exchange Commission Staff Accounting Bulletin No. 104 (SAB
      104), "Revenue Recognition in Financial Statements." Revenue is generated
      primarily through the sale of leads to customers generated on the internet
      and
      is recognized for each qualified lead submitted to its customer, provided that
      collection is probable. When the qualified lead is submitted to its customer,
      the Company has provided all of the services under the terms of the arrangement.




Advertising




The
      Company expenses advertising costs as
      incurred.





**Long-Lived
      Assets**





The
      Company reviews its long-lived assets for impairment whenever changes in
      circumstances indicate that the carrying amount of an asset may not be
      recoverable. For purposes of evaluating the recoverability of long-lived assets,
      the recoverability test is performed using undiscounted net cash flows estimated
      to be generated by the asset.





F-7




**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**


**(Continued)**







*NOTE
      1 -**ORGANIZATION,
      OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES**(continued)*




**Income
      Taxes**





The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards No. 109, "Accounting for Income Taxes". Under the asset
      and
      liability method of Statement 109, deferred tax assets and liabilities are
      recognized for the estimated future tax consequences attributable to differences
      between the financial statement carrying amounts of existing assets and
      liabilities and their respective tax bases. Deferred tax assets and liabilities
      are measured using enacted tax rates in effect for the year in which those
      temporary differences are expected to be recovered or settled. The Company
      files
      a consolidated income tax return on a calendar year basis, therefore the Company
      presents its income tax information as of December 31, 2005 (see Note
      6).





**Use
      of Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenue and expenses during
      the reporting period. Management believes that the estimates utilized in the
      preparation of the consolidated financial statements are prudent and reasonable.
      Actual results could differ from these estimates.





**Fair
      Value of Financial Instruments**





Substantially
      all of the Company's assets and liabilities, which include cash, trade accounts
      receivable, due from related parties, accounts payable and accrued liabilities
      and due to related parties, are carried at fair value or contracted amounts
      that
      approximate fair value. Estimates of fair value are made at a specific point
      in
      time, based on relative market information and information about the financial
      instrument, specifically, the value of the underlying financial instrument.
      Assets that are recorded at fair value consist largely of short-term
      receivables, which are carried at contracted amounts that approximate fair
      value. Similarly, the Company's liabilities consist of short term liabilities
      recorded at contracted amounts that approximate fair value.





**Net
      Loss Per Share of Common Stock**





The
      Company computes net income (loss) per share in accordance with SFAS no. 128,
      "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both basic
      and diluted earnings per share (EPS) on the face of the income statement. Basic
      EPS is computed by dividing net income (loss) available to common shareholders
      (numerator) by the weighted average number of common shares outstanding
      (denominator) during the period. Diluted EPS gives effect to all dilutive
      potential common shares outstanding during the period including stock options,
      using the treasury stock method, and convertible preferred stock, using the
      if-converted method. In computing diluted EPS, the average stock price for
      the
      period is used in determining the number of shares assumed to be purchased
      from
      the exercise of stock options or warrants. Diluted EPS excludes all dilutive
      potential common shares if their effect is anti-dilutive.





**Recent
      Accounting Pronouncements**





In
      January 2003, the Financial Accounting Standards Board issued Interpretation
      No.
      46, " *Consolidation
      of Variable Interest Entities* ,"
      ("FIN
      46"). The interpretation provides guidance for determining when a primary
      beneficiary should consolidate a variable interest entity, or equivalent
      structure, that functions to support the activities of the primary beneficiary.
      The interpretation is effective as of the beginning of the first interim or
      annual reporting period beginning after September 15, 2003 for variable interest
      entities created before February 1, 2003. The adoption of this statement is
      not
      expected to impact the Company's financial position, results of operations
      or
      cash flows.




F-8




**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**


**(Continued)**







*NOTE
      1 -**ORGANIZATION,
      OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES**(continued)*




*Recent
      Accounting Pronouncements*(continued)





In
      May
      2003, SFAS 150, "Accounting for Certain Financial Instruments with
      Characteristics of both Liabilities and Equity", was issued. This Statement
      establishes standards for how an issuer classifies and measures certain
      financial instruments with characteristics of both liabilities and equity.
      It
      requires that an issuer classify a financial instrument that is within its
      scope
      as a liability (or an asset in some circumstances). Many of those instruments
      were previously classified as equity. Generally, a financial instrument, whether
      in the form of shares or otherwise, that is mandatorily redeemable, i.e. that
      embodies an unconditional obligation requiring the issuer to redeem it by
      transferring its shares or assets at a specified or determinable date (or dates)
      or upon an event that is certain to occur, must be classified as a liability
      (or
      asset in some circumstances). In some cases, a financial instrument that is
      conditionally redeemable may also be subject to the same treatment. This
      Statement does not apply to features that are embedded in a financial instrument
      that is not a derivative (as defined) in its entirety. For public entities,
      this
      Statement is effective for financial instruments entered into or modified after
      May 31, 2003. The adoption of SFAS 150 did not effect the Company's financial
      position or results of operations.




The
      FASB
      issued Statement of Financial Accounting Standards No. 153 (SFAS 153),
      "Exchanges of Non-Monetary Assets" as an amendment to Accounting Principles
      Board Opinion No. 29 (APB 29), "Accounting for Non-Monetary Transactions."
      APB
      29 prescribes that exchanges of non-monetary transactions should be measured
      based on the fair value of the assets exchanged, while providing and exception
      for non-monetary exchanges of similar productive assets. SFAS 153 eliminates
      the
      exception provided in APB 29 and replaces it with a general exception for
      exchanges of non-monetary assets that do not have commercial substance. SFAS
      153
      is to be applied prospectively and is effective for all non-monetary asset
      exchanges occurring in fiscal periods beginning after June 15, 2005. The Company
      does not expect there to be any material effect on the Consolidated Financial
      Statements upon adoption of the new standard.





The
      FASB
      issued SFAS 123(R), "Share-Based Payment," a revision to SFAS 123, "Accounting
      for Stock-Based Compensation." SFAS 123(R) eliminates the intrinsic value
      accounting option in APB Opinion 25, "Accounting for Stock Issued to Employees,"
      and generally requires the use of the fair-value based method of accounting
      for
      share based payment transactions with employees. In addition, the standard
      no
      longer permits entities to account for forfeitures as they occur but requires
      this amount to be estimated. SFAS 123(R) is effective for the reporting periods
      that begin after June 15, 2005 and may be applied under a modified prospective
      approach or a modified retrospective approach. The Company does not expect
      there
      to be any material impact on the Consolidated Financial Statements upon adoption
      of this revised standard under the modified prospective approach or the modified
      retrospective approach.





In
      March
      2005, FASB issued Interpretation No. 47, "Accounting for Conditional Asset
      Retirement Obligations, and Interpretation of FASB Statement No. 143" (FIN
      No.
      47) which mainly clarifies the timing of the recording of certain asset
      retirement obligations required by FASB Statement No. 143, "Accounting for
      Asset
      Retirement Obligations." The provisions of FIN are effective to fiscal years
      ending after December 15, 2005. The Company believes that the implementation
      of
      FIN No. 47 will not have a material impact on consolidated results of
      operations, financial position or liquidity.




NOTE
      2
      -BUSINESS
      ACQUISITION





In
      October 2002, prior to Mr. Bauer becoming a director of Express, Express loaned
      Blackstone Holding Corp. ("Blackstone"), an inactive Nevada company that Mr.
      Bauer was president and director of, $25,000. Blackstone was also the sole
      shareholder of Masterlist. In November 2002, Blackstone transferred all of
      the
      outstanding common stock of Masterlist to Express in consideration for the
      forgiveness of the loan. The acquisition was accounted for under the purchase
      method of accounting. Masterlist was incorporated in November 2002, and had
      no
      assets, liabilities or operations at the time of the acquisition.




F-9




**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**


**(Continued)**





NOTE
      3- **SHAREHOLDERS'
      EQUITY**





The
      authorized capital stock of the Company consists of 25,000,000 shares of $.001
      par value voting common stock.





In
      July
      1998, the Company issued 1,000,000 shares to its founders for
      $1,000.





The
      Company has sold common shares under private offering memorandums. In November
      1998, the Company sold 1,000,000 shares of common stock for $.01 per share,
      and
      received proceeds of $10,000. Also in November 1998, the Company sold 35,000
      shares of common stock for $.05 per share, and received proceeds of $1,750.
      In
      January 2001, the Company sold 200,000 shares of common stock for $.50 per
      share, and received proceeds of $100,000. In November 2002, the Company sold
      215,200 shares of common stock for $.50 per share, and received proceeds of
      $107,600. In May 2003, the Company sold 110,000 shares of common stock at $.50
      per share, and received proceeds of $55,000. In April 2005, the Company sold
      400,000 shares of common stock at $.50 per share, and received proceeds of
      $200,000. In April 2005, the Company sold 75,000 shares of common stock at
      $.001
      per share, and received proceeds of $75 to the directors of the company and
      the
      company issued 20,000 shares of common stock at $0.50 per share for services
      valued at $10,000.





NOTE
      4-RELATED
      PARTY TRANSACTIONS





A
      shareholder of the Company or a company controlled by a shareholder has advanced
      money to the Company for operating expenses. The amount owed by the Company
      as
      at March 31, 2005 and 2004 and the three months ended June 30, 2005 and 2004
      was
      $12,814, $10,811, $6,648 and $10,811 respectively. The amounts are non-interest
      bearing and have no due dates.





During
      the years ended March 31, 2005 and 2004 and the three months ended June 30,
      2005
      and 2004, the Company paid consulting and management fees to an officer,
      shareholders and entities related to shareholders of the Company of $50,615,
      $88,935, $20,500 and $19,000 respectively. In addition, during the year ended
      March 31, 2005, the Company paid a shareholder $5,500 for the use of office
      space.





During
      the period ended June 30, 2005, the Company has advanced monies to companies
      controlled by a shareholder of the Company. Services have been performed for
      the
      companies controlled by a shareholder for which amounts are outstanding. At
      March 31, 2005 and the three months ended June 30, 2005, the amount owed to
      the
      Company by related parties was $8,952 and $19,377.





NOTE
      5- MAJOR
      CUSTOMERS AND CONCENTRATION OF CREDIT RISK





During
      the years ended March 31, 2005 and 2004, the Company recognized revenue from
      various unrelated entities of which three companies, individually comprised
      greater than 10% of total revenues. Revenue recognized from such entities was
      32%, 31% and 16% for the year ended March 31, 2005; and 76%, 12% and 10% for
      the
      year ended March 31, 2004.





Major
      customers accounted for 83% and 84% of receivables at March 31, 2005 and 2004,
      respectively.




F-10




**EXPRESS
          SYSTEMS CORPORATION**
 **AND
          SUBSIDIARY**
 **(A
          Development Stage Company)**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**
 **(Concluded)**
  NOTE
        6-INCOME
        TAXES
  At
        December 31, 2004, the Company had an unused net operating loss carryforward
        of
        approximately $250,000 for income tax purposes, which expires at various
        dates
        through 2025. However, the ability to utilize such losses to offset future
        taxable income is subject to various limitations imposed by the rules and
        regulations of the Internal Revenue Service. This net operating loss
        carryforward may result in future income tax benefits of approximately $93,000;
        however, because realization is uncertain at this time, a valuation reserve
        in
        the same amount has been established. Deferred income taxes reflect the net
        tax
        effects of temporary differences between the carrying amounts of assets and
        liabilities for financial reporting purposes and the amounts used for income
        tax
        purposes. The Company files a consolidated tax return on the calendar year
        basis.
   Significant
        components of the Company's deferred tax liabilities and assets as of March
        31,
        2005 and 2004 are as follows:
  2005
              
              2004Deferred
                  tax liabilities
              $
                  -
              
              $
                  -Deferred
                  tax assets:
              $
                  93,000
              
              $
                  86,000Net
                  operating loss carryforwards
              (93,000)
              
              (86,000)Valuation
                  allowance for deferred tax assets
              $
                  -
              
              $
                  -
  The
        valuation allowance for deferred tax assets was increased by $7,000 and $15,000
        during 2005 and 2004, respectively.




F-11





Item
      2. MANAGEMENT'S
      DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS







The
      following discussion and analysis should be read in conjunction with the
      Consolidated Financial Statements and Notes thereto included elsewhere in this
      Form 10-QSB. This discussion contains certain forward-looking statements that
      involve risks and uncertainties. The Company's actual results and the timing
      of
      certain events could differ materially from those discussed in these
      forward-looking statements as a result of certain factors, including, but not
      limited to, those set forth herein and elsewhere in this Form
      10-QSB.




The
      following discussion and analysis should be read in conjunction with the
      information set forth under the caption "Selected Financial Data" and the
      financial statements and notes thereto included elsewhere in this
      prospectus.  Our consolidated audited financial statements are stated
      in
      United States Dollars and are prepared in accordance with United States
      Generally Accepted Accounting Principles.




OVERVIEW




Our
      main
      goal is to generate revenue by generating lists of opt-in leads to be sold
      both
      on a wholesale and retail basis to buyers of the leads. An opt-in lead consists
      of, at a minimum, an e-mail address of an individual that requests more
      information on a product we are advertising for our customers. To be an opt-in
      name, the individual had to have responded to an advertisement posted on a
      web
      site on the world wide web that they found. None of our leads would come from
      unsolicited commercial e-mail also known as "spam".




Spam
      has
      become a very serious issue industry-wide in generating leads on the Internet.
      There may also be legislation introduced that severely penalizes companies
      involved in Spam. We do not generate any of our leads through the sending of
      unsolicited commercial e-mail. All of our leads are generated from single or
      double opt-in requests.




We
      believe that the Internet is, in effect, a borderless environment. Obviously,
      each user must respect the local laws of where they advertise their products.
      But we feel that we can locate our operations in the most favorable business
      locations without compromising the effectiveness of our advertising. For
      example, though our main business is located in the United States, our biggest
      customer is a Swiss company. Furthermore, to maintain the least expensive
      operating costs offset against our technical needs, our servers are maintained
      in Canada. To try and maintain and control costs, we subcontract out some of
      our
      technical work. To do this subcontract work, we post jobs that need to be
      completed on various Internet sites where contractors bid for the work. We
      have
      had some of our technical work completed for us in India, United States, Canada
      and the Philippines.




The
      main
      area we are concentrating on now are double opt-in leads of people wanting
      financial information and stock market newsletters. We also plan to manage
      our
      customers' databases and distribute their newsletters on a third party basis.
      We
      currently have one customer using this service. We do not have any editorial
      input into the newsletters that we distribute or that we will distribute in
      the
      future. The third area we have recently entered to generate revenue
      is the
      filing of SEC documents on Edgar for third parties. We have generated
      approximately $333,048 in total revenue since starting our current business
      through to June 30, 2005




1




There
      are
      many other types of markets for us to collect leads for. For example, we believe
      there is a large market for leads to be sold for debt consolidation, mortgages,
      health care, insurance and credit cards. We have not done any marketing in
      these
      areas but as capital becomes available we intend to pursue these areas of
      interest to generate additional lead business and potential additional revenue.




We
      feel
      that with the universal access to the internet, there is a market for us to
      sell
      leads for various services over the internet. We feel that individuals are
      becoming more sophisticated in their decision making process augmented by
      research done on the web. This active research done by individuals creates
      a
      demand for companies to fill the need of the research. Our job will be to put
      these two factions together by first collecting the names of people seeking
      a
      service and selling those names to the people that provide the service. We
      also
      feel that with the EDGAR system becoming more sophisticated and filings more
      numerous and time sensitive, there is a niche for us to fill to file documents
      for third parties particularly for those located in Europe and Canada. We
      believe that there is growth in this area though we have not done any formal
      market study. Our beliefs come from our experience in the public market arena
      and the promulgation of additional filing requirements by the SEC in accordance
      with Sarbanes-Oxley Act and its rule making authority. We expect the upward
      trend of number and expediency of filings to continue.




Our
      Company earns revenue in several ways. Our largest generator of revenue is
      from
      the selling of leads. We advertise key words on search engines such as Google.
      When a person clicks on our advertising we are charged a fee by the search
      engine. The fee we pay is usually between $.10 and $.40 per click. This type
      of
      advertising is quite commonly called "pay per click" advertising. When a person
      clicks on our advertising site it takes them to a form where they can sign
      up
      for a news letter we are advertising. When a person signs up for that newsletter
      that generates a lead which we sell to our customer. Generally, these leads
      are
      sold for $5.00 each. Our gross profit is the difference at which we sell our
      leads ($5.00) to the cost of generating that lead. On average it takes about
      10
      clicks on our advertising site to generate one saleable lead. Therefore our
      gross profit margin is between $1.00 and $4.00, depending on how much we are
      charged by the search engine per click.




In
      the
      development of our Company so far, we have not had sufficient capital to
      undertake studies for the effectiveness of our business strategy and model.
      The
      key performance indicators have been based mostly on the income statement of
      the
      subsidiary. That is, we have generated sufficient sales with reasonable gross
      margins for the subsidiary, on its own, to have positive cash flow. As a stand
      alone business the subsidiary has been profitable but due to the costs of this
      registration statement and administrative costs in the parent corporation,
      we
      have lost money overall. Another performance indicator has been revenue
      generated for our customers through the sale of newsletters. Management is
      currently working with our customers to improve the advertising and key word
      positioning to try and maximize customers' success for attracting subscribers.
      We cannot control the content of the news letter, which, in the end, is the
      ultimate success of our customers. The generation of leads for them is only
      the
      means to the end. Our customers need to provide a quality, sellable product.
      If
      not, they will not stay in business and we will lose a customer. As our business
      model develops, the sustainability of the customer news letters will be one
      of
      our performance indicators. We will need to track the correlation between
      success of the news letter and the amount of advertising they generate. Our
      Management should then be able to ascertain which will be sustainable long
      term
      customers and try to solicit more of the same type of businesses to ensure
      continued growth.





2




We
      are
      currently only selling leads for the generation of financial newsletters. We
      currently have three major customer for this sector of our business, which
      has
      generated about 83% of our revenue for the twelve month period ended March
      31,
      2005 and 90% of our revenue for the three month period ended June 30, 2005.
      Their financial newsletter is a daily commentary on current economic trends,
      a
      technical analysis of the market and buy and sell recommendations for both
      a
      long term and short term trading strategy. This client has advised us that
      they
      are not required under either U.S. or Swiss Securities laws to register as
      an
      investment advisor since they are only republishing information from other
      publicly available sources. We accept only cash payments from all of our
      customers. We do not take securities as payment for our services.




A
      concentration of business in one customer brings a certain amount of risk to
      our
      Company as the loss of this customer would dramatically affect our business.
      We
      are expecting to expand our business by advertising our services on the internet
      once we have completed this financing. It is a major part of our business plan
      to expand the news letter business, not only in the financial area but in other
      areas as well, such as health and travel. There is significant competition,
      though, for this type of business with several large companies providing these
      services to people. To expand in the market we will try to stay competitive
      with
      the price of the leads we sell and by providing a flawless service of
      distributing the news letter. Our challenge will be to try to keep our service
      level as high as possible with the limited resources we have. Our business
      can
      be very technical and having qualified employees to manage the systems can
      be
      very expensive. This is one of the reasons we have not been able to expand
      our
      business, as we want to be able to provide our customers with the maximum amount
      of customer service and we do not yet have the employee base to meet this level
      of service. Over the next twelve months we plan to add additional employees
      to
      meet these technical requirements of the business.




Over
      the
      long term, we believe that the internet is a growing medium and that more and
      more people will be using the internet for all types of research. We do not
      plan
      to exclusively market financial newsletters. We believe that there are other
      markets available in other areas of the economy. One particular area where
      we
      think long term growth will occur is in the health sector. As the baby boomers
      age, we believe that there will be more interest in the health and medical
      issues.




We
      do not
      think that short term business cycles will affect our company in either a
      positive or negative way. We feel there that the public is interested in
      obtaining information on their interests in a timely fashion regardless of
      the
      business cycle. We do not have any statistical evidence to support this believe
      but the assumption is part of our business model. The long term growth in the
      use of the internet is where we believe increasing revenues will be generated.
      Also, as economic cycles change, our marketing and lead generation will be
      geared towards those changes. For example, we may try to market for customers
      investing strategies in a non-inflationary environment. If inflation does become
      a factor in the economy, then our marketing would be advertising on investment
      strategies for high inflation.




3




Our
      biggest challenge for success will be to obtain the necessary capital to expand
      our advertising base and to hire the additional employees that have the
      technical expertise to provide the customer service that will make us stand
      out
      from the competition. If we cannot expand our advertising base and attract
      more
      customers, our ability to maintain operations would be unlikely.





As
      we
      currently have a concentration of revenue with one customer, the loss of that
      customer would be extremely detrimental to the survival of the Company. We
      currently have a good relationship with our customers. The financial success
      of
      a financial news letter is heavily dependent upon their investment track record.
      In today's uncertain geo-political world there is a great risk for extreme
      market swings, which could easily detrimentally affect the customer's investment
      track record. If our customers lose their revenue, they would not be in a
      position to buy advertising and leads from us. The loss of our one customer
      would have a detrimental affect on our ability to continue in business.




We
      currently have limited funds to maintain our business. Until we do raise
      additional funds from the current offering, we intend to continue operations
      from cash flow from the sale of leads, management of databases, website
      management and EDGAR filings and from current working capital received from
      our
      recent financing. There can be no assurance given, though, that this cash flow
      will be enough to sustain operations until additional funds can be
      raised.




As
      a
      result of our incurring continuing losses since inception and other
      factors, our independent certified public accountants  have
      included an explanatory paragraph in their report on our financial statements,
      regarding having substantial doubt about our ability to continue as a going
      concern. In the event that we are unable to raise additional capital or generate
      sufficient revenue to meet our current liabilities, we may have to shut down
      our
      business operations.




RESULTS
      OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2005 COMPARED TO THE YEAR ENDED
      MARCH
      31, 2004




For
      the
      year ended March 31, 2004, we had revenues of $161,998, as compared to revenues
      of $89,037 for the year ended March 31, 2005, a decrease of $72,961 or 45%.
      This
      decrease is attributable to a decrease in leads purchased by our main customers.
      The decrease in revenue can also be attributed to the slow down in additional
      services we are providing our customers such as database management, website
      management and EDGAR filing services. Our inability to fund additional
      advertising until recently has effected our ability to attract additional
      customers with our limited advertising budget.




For
      the
      year ended March 31, 2004, we had operating expenses of $204,709, compared
      to
      $116,103 for the year ended March 31, 2005, a decrease of $88,606 or 43%. This
      decrease is primarily attributable better control of costs and a reduction
      of
      legal fees that were incurred as a result of increase in registration filings.
      As well there was a decreased business operations eliminating costs which were
      incurred in the year ended March 31, 2004.  Management made a strong
      effort
      to control its costs in the period ended March 2005 to conserve capital.





4




For
      the
      year ended March 31 2004 we had a net loss of $42,701, compared to a loss of
      $27,066 for the year ended March 31, 2005, a decrease of $15,635 or 37%. This
      decrease is primarily attributable to the decrease in revenues that were
      generated from the distribution of third party newsletters.  
      This
      decrease in revenue was offset by lower variable costs of operation.





RESULTS
      OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2004 COMPARED TO THE YEAR ENDED
      MARCH
      31, 2003





For
      the
      year ended March 31, 2004, we had revenues of $161,998, as compared to revenues
      of $72,530 for the year ended March 31, 2003, an increase of $89,468 or 123%.
      This increase is attributable to an increase distribution of our customer's
      newsletters to third parties wanting financial information.  Our customers
      continue to buy leads from us and increase their distribution base. This
      increase in buying leads is a large contributing factor to the larger revenue.
      The increase in revenue can also be attributed to the additional services we
      are
      providing our customers such as database management, website management and
      EDGAR filing services.




For
      the
      year ended March 31, 2004, we had operating expenses of $204,709, compared
      to
      $180,896 for the year ended March 31, 2003, an increase of $23,813 or 13%.
      This
      increase is primarily attributable to increased consulting fees, professional
      fees and management fees that were incurred as a result of increase in
      registration filings, as well as the increased business operations creating
      additional costs which were not incurred in the year ended March 31, 2003. 
      For example, professional fees were $61,912 for the 1 year period ended March
      2004 versus $9,381 for the same period ended March 2003, an increase of $52,531
      or 560%. This increase in professional fees is caused mainly by the expense
      of
      filing this registration statement. As well there were additional costs in
      the
      period of 2004 associated with running the business for one full year such
      as
      writing and reviewing business contracts by legal counsel. General and
      administrative fees $27,547 and $56,340 respectively for the 1 year period
      ended
      March 31, 2004 and 2003. This decrease of $28,793 or 51% can be generally
      attributed to the slow down in sales and therefore a corresponding lower cost
      with less business. The higher G&A expense in 2003 can be attributed to
      start up costs incurred in operating a new business. As well, management made
      a
      strong effort to control its costs in the period ended March 2004 to conserve
      capital. In the 1 year period ended March 2003 we had a line item expense of
      loss on disposal of assets for $13,500 of which $10,000 was for gaming software,
      the balance for computers. As this software was abandoned in 2003, we did not
      have the corresponding expense in the same period ended March 2004. Fees paid
      as
      wages and outside consulting fees were $88,935 and $48,799 respectively for
      the
      period end March 2004 and 2003 an increase of $40,128 or 82%. The increase
      can
      be attributed to the amount paid to our sole employee and to the president
      of
      the company. In the 1 year period ended March 2003, we incurred travel costs
      of
      $10,410. There were no material travel expenses incurred in the same period
      ended March 2004. The travel in 2003 can be attributed to sending staff to
      software training sessions. There were no such programs taken in the year ended
      March 2004. For the period ended March 2003 we had advertising expenses of
      $11,033. In the same 1 year period ended March 2004, we had advertising expenses
      of $24,407 an increase of $13,374 or 121%. This increase can be attributed
      to
      the increase marketing effort we had to increase sales.




5




For
      the
      year ended March 31 2004 we had a net loss of $42,701, compared to a loss of
      $121,766 for the year ended March 31, 2003, a decrease of $79,065 or 65%. This
      decrease is primarily attributable to the increase in revenues that were
      generated from the distribution of third party newsletters.  
      This
      increase in revenue allowed us to cover fixed costs and more of the variable
      costs of operation. The increase in revenue and corresponding profit in our
      wholly owned subsidiary was offset by the increase in costs of professional
      fees
      such as legal and accounting in Express Systems. The loss in the parent company,
      Express, was larger than the profit provided by the wholly owned subsidiary,
      Masterlist International.




LIQUIDITY
      AND CAPITAL RESOURCES




As
      of
      March 31, 2005, we had $1,960 cash-on-hand compared to $9,210 as of March 31,
      2004, a decrease of $7,250 or 79%.  The decrease can be attributed to
      our
      inability to generate profits from oprations and using cash to maintain
      operations.  As of March 31, 2005, our total current assets were less
      than
      our current liabilities by $7,666. Our current ratio (current assets
      to
      current liabilities ratio) for the 1 year period ended March 31, 2005 was 0.86.
      As of June 30, 2005 we had $121,414 cash on hand compared to $1,960 for the
      year
      ended March 31, 2005. This is an increase of approximately $119,454 or 6,095%.
      This increase can be attributed to our closing of the current offering of
      equity. Our current ratio for the three month period ended June 30, 2005 was
      3.35. We currently still have limited funds to maintain our business. Until
      we
      do raise additional funds we intend to continue operations from cash flow from
      the sale of leads, management of databases, website management and EDGAR filings
      and from current working capital. There can be no assurance given, though,
      that
      this cash flow and working capital will be enough to sustain operations until
      additional funds can be raised.




We
      will
      also try to manage our costs to ensure that the cash flow from operations will
      allow us to maintain our business. This effort, however, may effect our ability
      to attract new customers and even maintain existing customers if we can not
      provide them with adequate services.   We have the authority
      to issue
      25,000,000 shares of common stock, $0.001 par value. Prior to this filing,
      we
      have raised all funds through private placements. In July, 1998, we issued
      1,000,000 shares of common stock to G.M Capital Partners, Ltd. for $1,000.
      In
      November 1998 we sold 1,000,000 shares of common stock to eight investors for
      $10,000. In November 1998 we also sold 35,000 shares of common stock for
      proceeds of $1,750. In January 2001, we sold 200,000 shares of common stock
      for
      proceeds of $100,000. In November 2002 we sold 215,200 shares of commons stock
      for proceeds of $107,600. In Arpil 2005 we sold 475,000 shares of common stock
      for proceeds of $200,075 and 20,000 shares of common stock were issued for
      services valued at $10,000.




6




Related
      Party Transactions





During
      the past two years, we have not entered into a transaction with a value in
      excess of $60,000 with a director, officer or beneficial owner of 5% or more
      of
      Express' capital stock.




During
      the year ended March 31, 2002, Express advanced $12,000 to its former President
      and shareholder, Mr. Philip Fox, interest free. During the year ended March
      31,
      2003, the loan was charged as a consulting expense as Mr. Fox continued to
      work
      for us but did not collect any monthly fees.




A
      shareholder of the Company or a company controlled by a shareholder has advanced
      money to the Company for operating expenses. The amount owed by the Company
      during the years ended March 31, 2005 and 2004 and the three months ended June
      30, 2005 and 2004 was $12,814, $10,811, $6,648 and $10,811 respectively. The
      amounts are non-interest bearing and have no due dates.





During
      the years ended March 31, 2005 and 2004 and the three months ended June 30,
      2005
      and 2004, the Company paid consulting and management fees to an officer,
      shareholders and entities related to shareholders of the Company of $50,615,
      $88,935, $20,500 and $19,000 respectively. In addition, during the year ended
      March 31, 2005, the Company paid a shareholder $5,500 for the use of office
      space.





During
      the year ended March 31, 2005, the Company has advanced monies to companies
      controlled by a shareholder of the Company. Services have been performed for
      the
      companies controlled by a shareholder for which amounts are outstanding. At
      March 31, 2005, and the three months ended June 30, 2005, the amount owed to
      the
      Company by related parties was $8,952 and $19,377.




Working
      Capital




We
      had
      net working capital of $(7,666) at March 31, 2005, as compared to net working
      capital of $17,842 at March 31, 2004, a decrease of $25,508 or 142%. The
      decrease in working capital was the result of our continued inability to
      generate positive cash flow from operations.  We had working capital
      of
      $121,603 for the three month period ended June 30, 2005 compared to $(7,666)
      for
      the year ended March 31, 2005, an increase of $113,937. This increase can be
      attributed to the closing of our recent equity offering.  We still do
      not
      have sufficient working capital to maintain operations at a profitable level
      and
      are dependent upon cash flow from operations and the raising of additional
      capital to keep our operation going. We believe that the recent closing of
      our
      equity offering has given us sufficient capital to implement our business plan
      for the next 12 months. To maintain operations, though, even at a minimal level,
      we could not afford to lose any customers and the assumption that we can
      maintain operations through cash flow includes the assumption we will maintain
      all of our current customers. We are in the development stage and the following
      items could be used to assess our liquidity.




7




Cash
      Flow from Operating Activities




Net
      cash
      used in operating activities for the years ended March 31, 2005 and 2004 was
      $7,250 and $51,482 respectively, a decrease of $44,232 or 86%. The decrease
      is
      attributable to our slow down in business activity after implementing the opt-in
      lead program in December 2002.  Net cash used in operating activities
      for
      the three month period ended June 30, 2005 and 2004 was $76,672 and $9,210
      an
      increase of $67,462 or 805%. This increase can be attributed to the lower sales
      generated and increased professional costs from our recent offering of
      equity.  We believe we should be able to generate more revenue from
      sales
      of leads and continue to use less cash in operations. As we do have a
      concentration of revenue from one customer, it is important for us to attract
      additional customers to ensure steady and growing cash flow to fund ongoing
      operations. The loss of this customer prior to finding additional customers
      would be detrimental to the business.





Cash
      Flow from Investing Activities





There
      was
      no cash flow from investing activities for the fiscal year ended March 31,
      2005
      and 2004, and for the three month period ended June 30, 2005 and
      2004.





Cash
      Flow from Financing Activities





Net
      cash
      provided by financing activities for the year ended March 31, 2005 was $0 as
      compared to $55,000 for the year ended March 31, 2004. The decrease is
      attributable to fewer common shares issued in fiscal year 2005 then in fiscal
      year 2004.  For the three month period ended June 30, 2005 and 2004
      the net
      cash flow from financing activities was $196,126 and $0 respectively. The cash
      flow from financing activities in 2005 was from the sale of securities. There
      were no corresponding cash flows from investing activities in the three month
      period ended June 30, 2004 as no securities were sold.




We
      may
      require additional funds to implement our growth strategy in our lead generation
      business. These funds may be raised through equity financing, debt financing,
      or
      other sources, which may result in further dilution in the equity ownership
      of
      our shares. There is still no assurance that we will be able to maintain
      operations at a level sufficient for an investor to obtain a return on his
      investment in our common stock. Further, we may continue to be
      unprofitable.




To
      date
      we have raised most of our funds through equity placements pursuant to
      Regulation S and Regulation D, Rule 504. Most of this capital was used to start
      an internet gaming business. The company we had bought our license from
      subsequently went out of business and we abandoned that strategy. In November
      2002, we raised approximately $107,000 to fund our initial lead generation
      business. $25,000 of those funds raised were used to acquire the technology
      for
      our business. The balance has been used for operating costs and initial start
      up
      of the business. In May 2003, the Company raised approximately $55,000 to fund
      continuing business operations. Recently, we have been operating mainly on
      the
      cash flow from our business but can provide no assurance that we may be able
      to
      continue to do so. Our sale of leads has dropped off significantly over the
      last
      12 months, as we have been unable to attract any new customers. Our web site
      management business has maintained its revenue at a steady level of
      approximately $2,000 per month. Our new business, the filing of SEC documents
      on
      Edgar has generated approximately $5,000 in revenue since beginning in February
      2004. We hope to grow this business over the ensuing month but due to a lack
      of
      funds, we have not been able to advertise our services on a consistent basis
      and
      we must rely on our personal contacts in the public market to generate
      business.




We
      have
      suffered recurring losses from operations, which raises substantial concern
      regarding our ability to continue as a going concern.




8




A
      key
      component to our strategy will be the implementation of a marketing plan to
      promote our web site. We intend spend $50,000 on the marketing strategy using
      Internet marketing programs to capture and retain customers. We would anticipate
      that the spending of these funds would be equally spread over a 12 month period.
      To initially penetrate the lead generation market, we intend to promote our
      web
      site by advertising on the internet. This campaign would be run over the ensuing
      nine months with anticipated total cost of $25,000. We will also focus on joint
      advertising ventures with complementary companies to promote our website. We
      would not expect to have the internet marketing program started for
      approximately 90 days and cost of this program would be approximately
      $30,000 spread over a 8 month period from the time it started. Internet
      marketing efforts will include advertising with online search engines affiliate
      marketing programs, and barter advertising. After making these expenditures,
      we
      will have remaining in working capital approximately $25,000. The remaining
      working capital funds will be used mainly to pay wages, a monthly management
      fee
      of $1,000 to the President, to pay ongoing legal and accounting expenses and
      monthly general office expenses for such things as postage, courier, and
      telephones.





Our
      functional currency is the United States Dollar and our consolidated financial
      statements are reported in United States Dollars unless otherwise
      stated.




RISKS
        RELATED TO OUR FINANCIAL CONDITION
  **We
        have very little operating history so it will be difficult for you to evaluate
        an investment in our common stock. We do not know whether we will be able
        to
        operate profitably.**
  We
        were
        formed on July 9, 1998, and since that time our business activities have
        been
        limited to seeking a viable licensing agreement to provide our services on
        the
        Internet. We entered into a software licensing agreement with Fairwind
        Technologies for internet gaming services but that license was abandoned.
        We are
        now proceeding to offer advertising and marketing services for opt-in e-mail
        leads over the internet. We have a limited number of customers and there
        is no
        assurance that we will be successful in obtaining any additional customers.
        It
        will be more difficult for you to evaluate the investment potential in a
        start-up company such as ours than in a company with an operating history.
        We do
        not know whether we will be able to operate profitably in the business we
        have
        chosen to develop. You run the risk of losing all or part of your
        investment.
  **Limited
        capital resources to continue in business.**
  We
        do not
        have an established source of revenue sufficient to cover our operating costs
        to
        allow us to continue as a going concern. In any event, to continue to expand
        our
        operations we will need to obtain additional bank financing or to sell
        additional debt or equity (or hybrid) securities in future public or private
        offerings. Any such equity based financing will result in further dilution
        in
        the equity ownership to the purchasers of the Shares offered hereby. There
        can
        be no assurances that any such additional financing will be completed.
        Consequently, our ability to continue as a going concern is dependent upon
        our
        ability to successfully operate profitably and/or raise additional capital
        through other means.
  **Our
        auditor’s opinion includes a statement that it has a substantial doubt about our
        ability to continue as a going concern.**
  As
        a
        result of our incurring continuing losses since inception, our deficiency
        in
        working capital at March 31, 2005 and other factors, our independent
        certified public accountants **** have
        included an explanatory paragraph in their report on our financial statements,
        regarding having substantial doubt about our ability to continue as a going
        concern. In the event that we are unable to raise additional capital or generate
        sufficient revenue to meet our current liabilities, we may have to shut down
        our
        business operations.
  9
  RISKS
        RELATED TO OUR BUSINESS
  **As
        Randle Barrington-Foote has minimal experience in the internet marketing
        business and as a result he has a greater likelihood of failing to accomplish
        a
        number of necessary requirements for building an internet business, such
        as: (i)
        accurately estimating our capital needs; (ii) make poor decisions based on
        his
        lack of internet experience; or (iii) the development of necessary business
        relationships. The failure of Mr. Barrington-Foote to accomplish any of the
        aforementioned will result in our business being insolvent and unable to
        continue to attract customers.**
  Randle
        Barrington-Foote, an officer and director of Express, is a management
        consultant. However, his experience in an Internet service business is limited
        and has no experience in running an Internet service business.
  Mr.
        Barrington-Foote’s lack of experience will make it difficult for him to
        successfully develop relationships with other companies necessary to make
        this
        company successful. Lack of experience could also cause him to make poor
        decisions; and could make it difficult for him to market and sell our services
        effectively. In addition, Mr. Barrington-Foote may not have correctly estimated
        the capital needs for a start up company such as Express nor anticipated
        all the
        regulatory implications of operating an on-line business.
  **Our
        president also serves as an officer and director in other businesses and
        as a
        result has limited time to devote to our business.  In the event that
        we
        encounter a material problem whether it be software related or otherwise,
        Mr.
        Barrington-Foote may not be available and our business may
        suffer.**
 
 The
        amount of time, which our officers and directors will devote to our business,
        will be limited. They may be unable to devote the time necessary to fully
        develop the business due to the fact that they devote time to other business
        interests. Our president also serves as an officer and director in other
        businesses. Thus, there exists potential conflicts of interest, including,
        among
        other things, time, effort and corporate opportunity involved with participation
        in other such business entities. We have no agreements with our officers
        and
        directors as to how they will allocate either their time to us or how they
        will
        handle corporate opportunities. At this time, none or our officers and directors
        are involved with a business, which would benefit from the same type of
        corporate opportunity as Express.
  **Express'
        is concentrating its business model on one technology which necessarily
        increases the risk that our business will fail as we have no other revenue
        stream to support us if our decision to use the internet as our business
        model
        is erroneous.**
  Express
        is attempting to use a single technology. Accordingly, Express is subject
        to all
        of the risks and uncertainty faced with the absence of diversification, new
        technology and ongoing product testing and validation. Should the software
        we
        intend to employ prove to be inadequate, become defective or obsolete, this
        could severely affect our ability to serve our customers and compete in an
        already very competitive arena. We are further constrained because we have
        no
        other agreements in place with any other software providers.
  10
  The
        performance of our web site is critical to the ability of Express to attract
        and
        retain users and advertisers. Services based on sophisticated software and
        computer systems often encounter development delays and the underlying software
        may contain undetected errors or failures when introduced. Any system error
        or
        failure that causes interruptions in availability or an increase in response
        time could result in a loss of potential users, list purchasers, and, if
        sustained or repeated, could reduce the attractiveness of the web site to
        users
        and list purchasers. A sudden and significant increase in the number of users
        of
        the web sites also could strain the capacity of the software, hardware, or
        telecommunications systems used by Express, which could lead to slower response
        time or systems failures. In addition, if the number of web pages or users
        of
        our web site increases substantially, our hardware and software infrastructure
        may not be able to adequately handle the increased demand. Failure of the
        software which we presently intend to use to adequately and consistently
        provide
        for the needs of our customers could have a catastrophic affect on our ability
        to continue business.
  We
        must
        adapt to rapidly changing software and Internet technologies in order to
        be
        successful. Additionally, it is essential that we continually enhance our
        software and our web site and introduce new and more sophisticated services
        in
        order to address users' changing demands. Express could incur substantial
        costs
        when modifying its software and web site infrastructure in order to adapt
        to
        changes affecting providers of software and Internet services. Our business,
        results of operations and financial condition could be materially adversely
        affected if Express incurred significant costs to adapt, or cannot adapt,
        to
        these changes.
  **As
        we are operating in a segment of the internet market which has proven to
        be
        unpopular to a significant number of internet users, it is possible that
        persons
        may try to disrupt our business by interrupting our website operations to
        the
        extent that we can no longer send e-mail services to our targeted audience.
        If this occurs we may be unable to no longer operate our business
        as the
        costs of repairing any damage may outweigh the amount of revenue generated
        therefrom.**
  Our
        independent research and experience tell us that there are a significant
        number
        of people who actively seek out companies such as Express that are delivering
        double opt-in e-mail services and actively try to shut down their marketing
        efforts by complaining to the Internet Service Provider, commonly called
        the
        ISP, of Express or hacking into our sites. We may not have the technical
        capabilities to stop intruders to our sites and the damage they may create
        by
        changing codes and passwords. Furthermore, their complaints may force our
        ISP to
        disconnect our service. We may not have the resources, time or ability to
        source
        out ISP's that are willing to host our sites. Failure to have sites or an
        ISP
        would put us out of business.
  **Three
        customers have been responsible for 79% of our revenue for the twelve months
        ended March 31, 2005 and the loss of our relationship with
        our
        customers would be materially detrimental to our business as we would lose
        the
        majority of our revenue.**
  Three
        customers generated 79% of our total revenues for the twelve months
        ended
        March 31, 2005. In the event that any of these customers terminates its
        relationship with us, our business will suffer a material adverse effect
        as we
        may not be able to replace the revenue lost in time to save our
        business.
  11
  We
        have
        not entered into a written agreement with our customer and as a result the
        customer may terminate it at any time and without notice.
 
 **Although
        we believe that our customers are not regulated under the federal securities
        laws and as a result we may have liability for penalties in the event that
        they
        are found to be acting as an unregistered broker-dealer or investment
        adviser.**
 
 We
        have
        no clients that are presently regulated under the federal securities laws.
        One
        of our clients disseminates information about the technical position of U.S.
        equity markets, as well as alerts its subscribers to pertinent economic and
        corporate news of the day or that is to be released. Further, this client
        offers
        its subscribers buy and sell recommendations of both equity and options for
        both
        short term trading strategy and long term investment point of view. In the
        event
        that a client of ours is found to be acting as an unregistered broker-dealer
        or
        investment adviser we may be liable or incur penalties from state or federal
        agencies in our capacity as an agent of such client. The extent of such
        liability or penalties could be severe and could force us out of
        business.
  RISKS
        RELATED
        TO THE STOCK MARKET AND CORPORATE CONTROL
  **We
        Have No Public Market For Our Stock And There Is No Assurance One Will Develop;
        You May Have Difficulty Liquidating Your Investment.**
  There
        is
        no public market for our shares of common stock. Although we have applied
        for
        listing on the OTC-BB, there is no assurance that we will be granted a listing.
        If we are granted a listing, there is no assurance that a market for our
        common
        shares will develop. If a market develops, there can be no assurance that
        the
        price of our shares in the market will be equal to or greater than the price
        per
        share investors pay in this offering; in fact, the price of our shares in
        any
        market that may develop could be significantly lower. Investors in this offering
        may have difficulty liquidating their investment.


FORWARD-LOOKING
        STATEMENTS
 This
          document contains statements about our future operations, which involve
          risks
          and uncertainties. Our actual results could differ in significant ways
          from our
          anticipated future operations due to many factors,
          including "RISK FACTORS" beginning on Page 16. The forward-looking
          statements presented in this document are based on events through the date
          on
          which the statements are made. You should carefully read all information
          in this
          prospectus including its detailed information and the financial statements
          and
          the accompanying explanatory notes before making an investment
          decision.
  12
  *New Accounting
        Pronouncements*
 
 In
        January 2003, the Financial Accounting Standards Board issued Interpretation
        No.
        46, " Consolidation
        of Variable Interest Entities ,"
        ("FIN
        46"). The interpretation provides guidance for determining when a primary
        beneficiary should consolidate a variable interest entity, or equivalent
        structure, that functions to support the activities of the primary beneficiary.
        The interpretation is effective as of the beginning of the first interim
        or
        annual reporting period beginning after September 15, 2003 for variable interest
        entities created before February 1, 2003. The adoption of this statement
        is not
        expected to impact the Company's financial position, results of operations
        or
        cash flows.
  In
          May
          2003, SFAS 150, "Accounting for Certain Financial Instruments with
          Characteristics of both Liabilities and Equity", was issued. This Statement
          establishes standards for how an issuer classifies and measures certain
          financial instruments with characteristics of both liabilities and equity.
          It
          requires that an issuer classify a financial instrument that is within
          its scope
          as a liability (or an asset in some circumstances). Many of those instruments
          were previously classified as equity. Generally, a financial instrument,
          whether
          in the form of shares or otherwise, that is mandatorily redeemable, i.e.
          that
          embodies an unconditional obligation requiring the issuer to redeem it
          by
          transferring its shares or assets at a specified or determinable date (or
          dates)
          or upon an event that is certain to occur, must be classified as a liability
          (or
          asset in some circumstances). In some cases, a financial instrument that
          is
          conditionally redeemable may also be subject to the same treatment. This
          Statement does not apply to features that are embedded in a financial instrument
          that is not a derivative (as defined) in its entirety. For public entities,
          this
          Statement is effective for financial instruments entered into or modified
          after
          May 31, 2003. The adoption of SFAS 150 did not effect the Company's financial
          position or results of operations.
  The
          FASB
          issued Statement of Financial Accounting Standards No. 153 (SFAS 153),
          "Exchanges of Non-Monetary Assets" as an amendment to Accounting Principles
          Board Opinion No. 29 (APB 29), "Accounting for Non-Monetary Transactions."
          APB
          29 prescribes that exchanges of non-monetary transactions should be measured
          based on the fair value of the assets exchanged, while providing and exception
          for non-monetary exchanges of similar productive assets. SFAS 153 eliminates
          the
          exception provided in APB 29 and replaces it with a general exception for
          exchanges of non-monetary assets that do not have commercial substance.
          SFAS 153
          is to be applied prospectively and is effective for all non-monetary asset
          exchanges occurring in fiscal periods beginning after June 15, 2005. The
          Company
          does not expect there to be any material effect on the Consolidated Financial
          Statements upon adoption of the new standard.
  The
          FASB
          issued SFAS 123(R), "Share-Based Payment," a revision to SFAS 123, "Accounting
          for Stock-Based Compensation." SFAS 123(R) eliminates the intrinsic value
          accounting option in APB Opinion 25, "Accounting for Stock Issued to Employees,"
          and generally requires the use of the fair-value based method of accounting
          for
          share based payment transactions with employees. In addition, the standard
          no
          longer permits entities to account for forfeitures as they occur but requires
          this amount to be estimated. SFAS 123(R) is effective for the reporting
          periods
          that begin after June 15, 2005 and may be applied under a modified prospective
          approach or a modified retrospective approach. The Company does not expect
          there
          to be any material impact on the Consolidated Financial Statements upon
          adoption
          of this revised standard under the modified prospective approach or the
          modified
          retrospective approach.
 
 In
          March
          2005, FASB issued Interpretation No. 47, "Accounting for Conditional Asset
          Retirement Obligations, and Interpretation of FASB Statement No. 143" (FIN
          No.
          47) which mainly clarifies the timing of the recording of certain asset
          retirement obligations required by FASB Statement No. 143, "Accounting
          for Asset
          Retirement Obligations." The provisions of FIN are effective to fiscal
          years
          ending after December 15, 2005. The Company believes that the implementation
          of
          FIN No. 47 will not have a material impact on consolidated results of
          operations, financial position or liquidity.
  13
 Statement
            of Financial Accounting Standards No. 123, "Accounting for Stock-Based
            Compensation" ("SFAS 123"), encourages, but does not require, companies
            to
            record compensation cost for stock-based employee compensation plans
            at fair
            value. We have chosen to account for stock-based compensation Accounting
            Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
            ("APB25") and have adopted the disclosure only provisions of SFAS 123.
            Accordingly, compensation for stock options is measured as the excess,
            if any,
            of the quoted market price of our stock at the date of grant over the
            amount an
            employee is required to pay for the stock.
  We
            account for stock-based compensation issued to non-employees and consultants
            in
            accordance with the provisions of SFAS 123 and the Emerging Issues Task
            Force
            consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments
            that are issued to Other Than Employees for Acquiring or in Conjunction
            with
            Selling Goods or Services".


*Application
      of Critical Accounting Policies*




Our
      financial statements and accompanying notes are prepared in accordance with
      generally accepted accounting principles in the United States. Preparing
      financial statements requires management to make estimates and assumptions
      that
      affect the reported amounts of assets, liabilities, revenue, and expenses.
      These
      estimates and assumptions are affected by management's application of accounting
      policies. We believe that understanding the basis and nature of the estimates
      and assumptions involved with the following aspects of our consolidated
      financial statements is critical to an understanding of our
      financials.




We
      consider all highly liquid investments with an original maturity of three months
      or less to be cash equivalents.




The
      Company recognizes revenue from the sale of products and services in accordance
      with Securities and Exchange Commission Staff Accounting Bulletin No. 104 (SAB
      104), "Revenue Recognition in Financial Statements." Revenue is generated
      primarily through the sale of leads to customers generated on the internet
      and
      is recognized for each qualified lead submitted to its customer, provided that
      collection is probable. When the qualified lead is submitted to its customer,
      the Company has provided all of the services under the terms of the arrangement.




Transaction
      amounts denominated in foreign currencies are translated at exchange rates
      prevailing at transaction dates. Carrying values of monetary assets and
      liabilities are adjusted at each balance sheet date to reflect the exchange
      rate
      at that date. Non-monetary assets and liabilities are translated at the exchange
      rate on the original transaction date. Gains and losses from restatement of
      foreign currency monetary and non-monetary assets and liabilities are included
      in the statement of operations. Revenue and expenses are translated at the
      dates
      such items are recognized in the statement of operations.




Our
      financial instruments consist of cash, prepaid expenses and other liabilities.
      The carrying amounts of financial instruments approximate fair value due to
      their short maturities.




Financial
      instruments that potentially subject us to concentrations of credit risk
      consists primarily of cash in excess of the federally insured amount of
      $100,000. To date, we have not incurred a loss relating to this concentration
      of
      credit risk.




14




We
      account for income taxes in accordance with Statement of Financial Accounting
      Standards No. 109, "Accounting for Income Taxes". Under the asset and liability
      method of Statement 109, deferred tax assets and liabilities are recognized
      for
      the estimated future tax consequences attributable to differences between the
      financial statement carrying amounts of existing assets and liabilities and
      their respective tax basis. Deferred tax assets and liabilities are measured
      using enacted tax rates in effect for the year in which those temporary
      differences are expected to be recovered or settled.




Earnings
      per share requires presentation of both basic earnings per common share and
      diluted earnings per common share. Common stock equivalents are not included
      in
      the weighted average calculation since their effect would be
      anti-dilutive.




The
      preparation of the financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenue and expenses during
      the reporting period. Actual results could differ from those
      estimates.




**PART
      II.****- OTHER INFORMATION**




**Item 1.**
            **Legal Proceedings.**None**Item 2.**
            **Changes in Securities**None**Item 3.**
            **Defaults by the Company on its Senior
                Securities**None


**Item 4.**
            **Submission of Matters to a Vote of
                Security Holders**None**Item 5.**
            **Other Information**None**Item 6.**
            **Item 6.****Exhibits
                and Reports on Form 8-K.**(a)  
              Exhibits




15




**INDEX
      TO EXHIBITS**




Exhibit
                  No
              Identification
                  of Exhibit3.1
              Articles
                  of Incorporation*3.2
              By-Laws*4.1
              Form
                  of specimen of common stock*5.1
              Legal
                  Opinion of Rubin, Bailin, Ortoli, Mayer & Baker
                  LLP*10.1
              Overture
                  Agreement*10.2
              List-op
                  Agreement*10.3
              Bluegenesis.com*10.4
              Google
                  Agreement*10.5
              Form
                  of Subscription Agreement*10.6
              Escrow
                  Agreement with Rubin, Bailin, Ortoli, Mayer & Baker
                  LLP*16.1
              8-K
                  Resignation Letter - Spicer Jeffries LLP*21.1
              List
                  of Subsidiaries*23.1
              Consent
                  of Auditor (Staley, Okada & Company)*23.2
              Consent
                  of Auditor (Spicer Jeffries LLP)*31.1
              Certification
                  of Principal Executive
                  Officer31.2
              Certification
                  of Chief Financial
                  Officer32.1
              Certification
                  Pursuant to 18 U.S.C. Section
                  1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                  of
                  200232.2
              Certification
                  Pursuant to 18 U.S.C. Section
                  1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                  of
                  2002


***** Previously
      filed





**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, as amended, Express Systems has duly caused this report to be signed
      on
      its behalf by the undersigned, thereunto duly authorized.




Dated: August 11, 2005
              **Express Systems
                  Corporation**
                
                /s/ Randle Barrington-Foote
                Randle
                    Barrington-Foote
                  President,
                    CEO,and DirectorDated: August 11, 2005
              /s/
                  Richard Brown
                Richard
                    Brown
                  Principal
                    Accounting Officer, Principal
                  Financial
                    Officer and
                    Director




16