**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 December 31,
                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 3,135,200 shares of common stock issued and outstanding as of
      December 31, 2005.









**Express
      Systems Corporation**




**Form
      10-QSB**




**Index**








**Part
              I.**
            **Financial
              Information**
            **Page**Item
              1.
            Financial
              Statements
            F-1Item
              2.
            Management’s
              Discussion and Analysis or Plan of
              Operation
            1**Part
              II.**
            **Other
              Information**
            10Item
              1.
            Legal
              Proceedings
            10Item
              2.
            Changes
              in Securities
            10Item
              3.
            Defaults
              Upon Senior Securities
            10Item
              4.
            Submission
              of Matters to a Vote of Security
              Holders
            10Item
              5.
            Other
              Information
            10Item
              6.
            Exhibits
              and Reports on Form 8-K
            10Signatures
            11**Certifications**Exhibit
              31.1
            Certification
              of Chief Executive
              OfficerExhibit
              31.2
            Certification
              of Principal Financial
              OfficerExhibit
              32.1
            Certificate
              of Chief Executive
              OfficerExhibit
              32.2
            Certificate
              of Principal Financial
              Officer









**PART
      I - FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements**





**TABLE
      OF CONTENTS**








PageConsolidated
                Balance Sheets
            F-3Consolidated
                Statements of Operations
            F-4
                to F-5Consolidated
                Statements of Changes in Shareholders’
                Equity
            F-6Consolidated
                Statements of Cash Flows
            F-7Notes
                to Consolidated Financial
                Statements
            F-8
                to F-11











**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**FINANCIAL
      STATEMENTS**





**FOR
      THE NINE MONTHS ENDED**


**DECEMBER
      31, 2005 AND PERIOD FROM**


**INCEPTION
      (JULY 9, 1998)**


**TO
      DECEMBER 31, 2005**





F-1




**EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **TABLE
        OF CONTENTS**
 
 
 PageConsolidated
                  Balance Sheets
              F-3Consolidated
                  Statements of Operations
              F-4
                  to F-5Consolidated
                  Statements of Changes in Shareholders’
                  Equity
              F-6Consolidated
                  Statements of Cash Flows
              F-7Notes
                  to Consolidated Financial
                  Statements
              F-8
                  to F-11




F-2




**EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **CONSOLIDATED
        BALANCE SHEETS**




**ASSETS**
              **December
                  31, 2005**
                **(Unaudited)**
              **March
                  31, 2005**
                **(Audited)****CURRENT
                  ASSETS:**Cash
                  and cash equivalents
              $
                  33,404
              $
                  1,960Trade
                  accounts receivable
              45,444
              35,014Due from
                  related parties (Note 3)
              8,952
              8,952Prepaid
                  expenses
              2,101
              -**Total
                  current assets**
              89,901
              45,926**EQUIPMENT
                  AND SOFTWARE****,
                  net of accumulated depreciation of $4,064 and $3,674
                  respectively**
              1,973
              2,363***TOTAL
                  ASSETS***
              $91,874
              $
                  48,289**LIABILITIES
                  AND SHAREHOLDERS' EQUITY****CURRENT
                  LIABILITIES:**Accounts
                  payable and accrued liabilities
              $
                  40,829
              $
                  40,778Due
                  to related parties (Note 3)
              1,392
              12,814***Total
                  current liabilities***
              42,221
              53,592**SHAREHOLDERS’
                  EQUITY****(DEFICIENCY) (Note 2):**Common
                  stock, $.001 par value, 25,000,000 shares authorized, 3,135,200
                  and
                  2,560,000 shares issued and outstanding
              3,135
              2
                  560Additional
                  paid-in capital
              478,446
              272
                  790Deficit
                  accumulated during the development stage
              (431,928)
              (280,653)***Total
                  shareholders’ equity***
              49,653
              (5,303)**TOTAL
                  LIABILITIES AND SHAREHOLDERS’ EQUITY**
              **$
                  91,874**
              **$
                  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 December 31, 2005
                Three Months
                    Ended December 31, 2004
                Nine
                    Months Ended December 31, 2005
                Nine
                    Months Ended December 31, 2004(Unaudited)
                (Unaudited)
                (Unaudited)
                (Unaudited)**REVENUE**
                $
                    9,232
                $
                    13,168
                $
                    24,875
                $
                    50,678**EXPENSES:**Advertising
                5,972
                868
                7,231
                5,415Consulting
                    (Note 3)
                12,000
                14,000
                45,945
                46,485Professional
                    fees
                20,956
                12,527
                67,330
                33,353Management
                    fee  (Note 3)
                -
                -
                3,000
                -Travel
                4,000
                -
                7,000
                -General
                    and Administrative
                3,983
                (405)
                45,254
                4,176Bad
                    Debts
                -
                -
                -
                -Depreciation
                    and amortization
                -
                780
                390
                1,170***Total
                    operating expenses***
                46,911
                27,770
                176,150
                90,599***Loss  from
                    operations***
                (37,679)
                (14,602)
                (151,275)
                (39,921)**OTHER
                    INCOME (EXPENSE):**Interest
                    income
                -
                -
                -
                -Loss
                    on disposal of assets
                -
                (1,400)
                -
                (1,400)***Total
                    other income (expense)***
                -
                (1,400)
                -
                (1,400)**NET
                    LOSS**
                **$
                    (37,679)**
                **$ (16,002)**
                **$
                    (151,275)**
                **$
                    (41,321)****BASIC
                    AND DILUTED LOSS PER COMMON SHARE:**Net
                    loss per common share
                **$
                    (0.01)**
                **(0.01)**
                **$
                    (0.05)**
                **$
                      (0.02)****WEIGHTED
                    AVERAGE SHARES OUTSTANDING**
                **3,015,810**
                **2,560,200**
                **3,023,688**
                **2,560,200**


*-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 OPERATIONS**
 (Continued)




Year
                Ended
              March
                31, 2005
            Period
                from Inception (July 9, 1998) to December 31, 2005(Audited)
            (Unaudited)**REVENUE**
            $
                89,037
            $
                348,440**EXPENSES:**Advertising
            5,561
            48,232Consulting
                (Note 3)
            50,615
            286,195Professional
                fees
            38,373
            186,501Management
                fee  (Note 3)
            -
            21,100Travel
            -
            21,456General
                and Administrative
            12,567
            162,626Bad
                Debts
            7,429
            36,804Depreciation
                and amortization
            1,558
            4,064***Total
                operating expenses***
            116,103
            766,978***Loss  from
                operations***
            (27,066)
            (418,538)**OTHER
                INCOME (EXPENSE):**Interest
                income
            -
            110Loss
                on disposal of assets
            -
            (13,500)***Total
                other income (expense)***
            -
            (13,390)**NET
                LOSS**
            **$
                (27,066)**
            **$
                (431,928)****BASIC
                AND DILUTED LOSS PER COMMON SHARE:**Net
                loss per common share
            **$
                (0.01)****WEIGHTED
                AVERAGE SHARES OUTSTANDING**
            **2,560,200**




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




**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 DECEMBER 31,
      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 $.50 per share
              400,000
              400
              199,600
              -April
                  2005 at $.001 per share
              50,000
              50
              -
              -June
                  2005 at $0.001 per share
              25,000
              25
              -
              -December
                  2005 at $0.001 per share
              80,000
              80Shares
                  issued for services rendered: June 2005 at $.50 per
                  share
              20,000
              20
              9,980
              -Issuance
                  costs for shares issued
              -
              -
              (3,924)
              -Net
                  loss
              -
              -
              -
              (151,275)**BALANCES,
                  December 31, 2005 (Unaudited)**
              3,135,200
              $
                  3,135
              $
                  478,446
              (431,928)




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


**EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
  Nine Months 
                    Ended
                  December
                    31, 2005
                Nine Months
                    Ended
                  December
                    31, 2004
                Year
                    Ended March 31, 2005
                Period
                    From
                  Inception
                  (July
                    9, 1998)
                  to
                    December 31, 2005(Unaudited)
                (Unaudited)
                (Audited)
                (Unaudited)**CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Net
                    income (loss)
                $
                    (151,275)
                $(41,321)
                $
                    (27,066)
                $
                    (431,928)Adjustments
                    to reconcile net income (loss) to net cash used in operating
                    activities:Depreciation
                    and amortization
                390
                1,170
                1,558
                4,064Bad
                    debt expense
                -
                -
                7,429
                36,804Loss
                    of disposal of assets
                -
                1,400
                -
                13,500Decrease
                    (increase) in accounts receivable, net
                (10,430)
                37,073
                4,777
                (82,248)Increase
                    in receivable from related parties
                -
                (13,352)
                (8,951)
                (8,952)Increase
                    in pre-paid expenses
                (2,101)
                -
                -
                (2,101)(Decrease)
                    increase in due to related party
                (11,422)
                (9,418)
                2,002
                (8,027)Increase
                    in accounts payable and accrued expenses
                51
                16,296
                13,001
                50,248Net
                    cash used in operating activities
                (174,787)
                (8,152)
                (7,250)
                (428,640)**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
                206,231
                -
                -
                481,581**NET
                    INCREASE (DECREASE) IN CASH****AND
                    CASH EQUIVALENTS**
                31,444
                (8,152)
                (7,250)
                33,404**CASH
                    AND CASH EQUIVALENTS**,
                    beginning of period
                1,960
                9,210
                9,210
                -**CASH
                    AND CASH EQUIVALENTS**,
                    end of period
                **$
                    33,404**
                **$
                    1,058**
                **$
                    1,960**
                **$
                    33,404****SUPPLEMENTAL
                    DISCLOSURE OF NON-CASH INVESTING AND FINANCING
                    ACTIVITIES:**Write
                    off of software and cancellation of associated note payable
                **$ -**
                **$
                    -**
                **$
                    -**
                **$
                    50 000**




The
          accompanying notes are an integral part of these statements.
 F-7




**EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 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, November 2002 (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 and nine months
            ended
            December 31, 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 December
        31,
        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. For the nine months ended
          December 31, 2005 and 2004, the Company expensed $7,231 and $5,415,
          respectively, for advertising expenses.
 
 **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-8
  **EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(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
          5).
 
 **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**
 
 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.
  F-9
  **EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(Continued)**
 
 NOTE
        1
        -ORGANIZATION,
        OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES(continued)
 
 ***Recent
        Accounting Pronouncements*** **(continued)**
 
 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
        -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 50,000 shares of common stock
          at $.001
          per share, and received proceeds of $50. In June 2005, the Company issued
          20,000
          shares of common stock at $0.50 for services rendered.  In June 2005, the
          Company sold 25,000 shares of common stock at $.001 per share and received
          proceeds of $25.  In December 2005, the Company issued 80,000 shares of
          common stock to officers at $.001 per share and received $80.
  NOTE
            3-
            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 at
              December 31, 2005 and March 31, 2005 was $1,392 and $12,814 respectively.
              The
              amounts are non-interest bearing and have no due dates.
 
 During
              the years ended March 31, 2005 and the nine months ended December 31,
              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,
              $45,945 and $46,485 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 and nine months ended December 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
              December
              31, 2005, the amount owed to the Company by related parties was
              $8,952.
  F-10
  **EXPRESS
          SYSTEMS CORPORATION**
 **AND
          SUBSIDIARY**
 **(A
          Development Stage Company)**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(Concluded)**
 
  NOTE
        4-
        INCOME TAXES
 
 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
        at
        during the years ended March 31, 2005 and 2004 and the nine months ended
        December 31, 2005 and 2004 was $12,814, $10,811, $1,392 and $13,011
        respectively. The amounts are non-interest bearing and have no due dates.
 
 During
        the years ended March 31, 2005 and 2004 and the nine months ended December
        31,
        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, $44,945 and $58,916 respectively. In addition, during the year ended
        March 31, 2005, the Company paid a shareholder $5,500 for the use of office
        space, and the nine months ended December 31, 2005 the shareholder was paid
        $2,000.
 
 During
        the year ended March 31, 2005 and nine months ended December 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 December
        31, 2005, the amount owed to the Company by related parties was $8,952 (2004
        -
        $1,750).
  Significant
          components of the Company’s deferred tax liabilities and assets as of December
          31, 2005 and 2004 are as follows:
  2005
                2004Deferred
                  tax liabilities
                $
                    -
                $
                    -Deferred tax assets:Net operating loss
                  carryforwards
                $
                    145,000
                $
                    90,000Valuation
                  allowance for deferred tax assets
                (145,000)
                (90,000)$
                    -
                $
                    -
 
 The
          valuation allowance for deferred tax assets was increased by $55,000 and
          $5,000
          during 2005 and 2004, respectively.
  **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 which 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-11




**Item
      2.**  ******MA****NAGEMENT'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.




**OV****ERVIEW**




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,
        as 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 severally 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 for the
        most
        part. 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 for our operations 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 our 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, Untied States, Canada and the Philippines.
  Our
        main
        areas 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 provide. We do not have
        any
        editorial input into the newsletters that we distribute or that we will
        distribute in the future. Our third area we have recently entered to generate
        revenue is the filing of SEC documents on Edgar for third parties. We have
        generated approximately $348,440.00 in total revenue since starting our current
        business through to December 31, 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 into
        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 who 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
        marketing 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 newsletter we are advertising. When a person signs up for that newsletter
        that generates a lead for which we sell to our customer. Generally, these
        leads
        are sold for $5.00 each. Our gross profit is generated by 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 sales with reasonable gross margins
        for
        the subsidiary to operate as a stand alone business. Due to the costs of
        running
        a public company, 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 newsletter, 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 newsletters
        will
        be one of our performance indicators. We will need to track the correlation
        between success of the newsletter 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.
 
 We
        are
        currently only selling leads for the generation of financial newsletters.
        We
        currently have one 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 95% of our revenue for the nine month period ended December 31,
        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. It is a major part of our business plan to expand the newsletter
        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 newsletter.
        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 have the employee base to meet this level of service yet. Over the next
        twelve months we have no plans 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.
  2
  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.
  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 newsletter 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.
  We
        currently have limited funds to maintain our business until additional funds
        can
        be raised. 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, THE THREE MONTH PERIOD ENDED DECEMBER 31, 2005 COMPARED TO DECEMBER
        31, 2004 AND THE NINE MONTH PERIOD ENDED DECEMBER 31, 2005 COMPARED TO DECEMBER
        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 three month period
        ended
        December 31, 2005 we had revenues of $9,232.00 as compared to revenues of
        $13,168.00 for the three months ended December 31, 2004, a decrease of $3,936.00
        or 30%. This decrease can be attributed 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. For the nine month
        period ended December 31, 2005 we had revenues of $24,875.00 as compared
        to
        revenues of $50,678 for the nine months ended December 31, 2004, a decrease
        of
        $25,803 or 51%. 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.
  3
  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 to better control of costs and a reduction
        of
        legal fees that were incurred as a result of a decrease in registration filings
        in the 2005 fiscal year. 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. For the three month period ended December 31, 2005,
        we
        had operating expenses of $46,911.00, compared to $27,770 for the three month
        period ended December 31, 2004, an increase of $19,141.00 or 68.9%. The large
        increase can be attributed to large increase in professional fees associated
        with our audit and on going legal expenses and an increase in G&A as we try
        to expand our business. For the nine month period ended December 31, 2005,
        we
        had operating expenses of $176,150, compared to $90,599 for the nine month
        period ended December 31, 2004, an increase of $85,551 or 94.4%. The large
        increase can be attributed to large increase in professional fees associated
        with our audit and on going legal expenses and an increase in G&A as we try
        to expand our business.
 
 For
        the
        year ended March 31, 2004 we had a net loss of $42,701, compared to a net
        loss
        of $27,066 for the year ended March 31, 2005, a decrease of $15,635 or 37%.
        Although we encountered a decrease is primarily attributable to the decrease
        in
        revenues that were generated from the distribution of third party newsletters,
        such decrease in revenue was offset by lower variable costs of operation.
        For
        the three month period ended December 31, 2005 we had a net loss of $37,679,
        compared to a loss of $16,002 for the three months ended December 31, 2004
        an
        increase of $18,677 or 117%. This increase in net loss can be attributed
        to
        fewer sales generated in the period offset by the higher costs of professional
        fees associated with our recent offering.
 For
        the
        nine month period ended December 31, 2005 we had a net loss of $151,275,
        compared to a loss of $41,321 for the nine months ended December 31, 2004
        an
        increase of $109,954 or 266%. This increase in net loss can be attributed
        to
        fewer sales generated in the period offset by the higher costs of professional
        fees associated with our recent offering.
 
  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 operations and using cash to maintain
        operations.  As of March 31, 2005, our total current assets were less than
        our current liabilities by $5,303. Our current ratio (current assets to
        current liabilities ratio) for the 1 year period ended March 31, 2005 was
        .90.
        As of December 31, 2005 we had $33,404 cash on hand compared to $1,960 for
        the
        year ended March 31, 2005. This is an increase of approximately $31,444 or
        1,604%. This increase can be attributed to our closing of the offering of
        equity. Our current ratio for the nine month period ended December 31, 2005
        was
        2.1. We currently still have limited funds to maintain our business. Until
        we
        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.
  4
  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 cannot
        provide them with adequate services. We have 25,000,000 shares of common
        stock, $0.001 par value authorized. 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 December 2002 we sold 215,200 shares of commons stock for proceeds of
        $107,600. In April 2005 we sold 400,000 shares of common stock for proceeds
        of
        $200,000. In April 2005, we also issued 75,000 shares at $.001 to directors
        for
        services. In June 2005, the Company issued 20,000 shares of common stock
        at
        $0.50 for services rendered.  In June 2005, the Company sold 25,000 shares
        of common stock at $.001 per share and received proceeds of $25.
  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.
  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 nine months ended
        December 31, 2005 and 2004 was $12,814, $10,811, $1,392 and $13,011,
        respectively. The amounts are non-interest bearing and have no due dates.
 
 During
        the years ended March 31, 2005 and 2004 and the nine months ended December
        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, $44,945 and $58,916 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 whom amounts are outstanding. At
        March
        31, 2005 and December 31, 2005, the amount owed to the Company by related
        parties was $8,952 (2004 - $1,750).
 
 5
  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
        $47,680 for the nine month period ended December 31, 2005 compared to $(7,666)
        for the year ended March 31, 2005, an increase of $44,293. This increase
        can be
        attributed to the closing of our equity offering of $200,000 in April
        2005.  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.
  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 nine month period ended December 31, 2005 and 2004 was $174,787 and $8,152,
        an increase of $166,635 or 2,044%. This increase can be attributed to the
        lower
        sales generated and increased professional costs from our recent offering
        of
        equity and year end audit.  As we do have a concentration of revenue from
        one customer, it is important for us to attract additional customers to ensure
        as steady and growing cash flow to fund ongoing operations. The loss of this
        customer prior to finding additional customers would be materially adverse
        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 nine month period ended December 31, 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 nine month period ended December 31, 2005 and 2004 the
        cash flow from financing activities was $206,231 and $0 respectively. The
        cash
        flow from financing activities in 2005 were from the sale of securities.
  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.
  6
  To
        date
        we have raised most of our funds through equity placements pursuant to
        Regulation S and Regulation D, Rule 504 of the Securities Act of 1933, as
        amended. Most of this capital was used to start an internet gaming business.
        The
        company we purchased our license from subsequently went out of business and
        as a
        result we abandoned that strategy. In November 2002, we raised approximately
        $107,000 to fund our initial lead generation business. Of such funds raised,
        $25,000 was 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 revenue
        has dropped to approximately $1,500 from a steady level of approximately
        $2,000
        per month. Our new business, the filing of SEC documents on Edgar, has generated
        approximately $5,500 in revenue since beginning in February 2004. We hope
        to
        grow this business over the ensuing months but due to a lack of funds, we
        have
        not been able to advertise our services on a consistent basis and rely on
        our
        personal contacts in the public market to generate business.
  We
        have
        suffered recurring losses from operations and have net working capital of
        $36,627 as of December 31, 2005, which raises substantial concern regarding
        our
        ability to continue as a going concern.
  A
        key
        component to our strategy will be the implementation of a marketing plan
        to
        promote our web site. We have reduced our spending on our marketing strategy
        using Internet marketing programs to capture and retain customers. The spending
        of these funds was being equally spread over a 12 month period but the strategy
        has not been that effective and we are currently re-evaluating that strategy.
        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.
  *New
        Accounting Pronouncements*
  In
        April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
        No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
        of FASB Statement No. 13, and Technical Corrections." Such standard
        requires any gain or loss on extinguishments of debt to be presented as a
        component of continuing operations (unless specific criteria are met) whereas
        SFAS No. 4 required that such gains and losses be classified as an
        extraordinary item in determining net income. Upon adoption of SFAS
        No. 145, we will reclassify any extraordinary gains and losses on the
        extinguishments of debt recorded in prior periods to continuing operations.
        The
        adoption of SFAS 145 did not have a material effect on our financial position
        or
        results of operations.
  7
  On
        December 31, 2002, the FASB issued SFAS No. 148, "Accounting for
        Stock-Based Compensation--Transition and Disclosure." This standard amends
        SFAS
        No. 123, "Accounting for Stock-Based Compensation," to provide alternative
        methods of transition for a voluntary change to the fair value based method
        of
        accounting for stock-based employee compensation. This standard also requires
        prominent disclosures in both annual and interim financial statements about
        the
        method of accounting for stock-based employee compensation and the effect
        of the
        method used on reported results. The disclosure requirements of SFAS No.
        148 are
        required to be included in the summary of significant accounting policies.
  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 mandatory 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.
  *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.
  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.
  8
  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".
  Revenue
        from sales or services will be recognized at the time the product is delivered
        or at the time the service is performed.
  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
        consist
        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.
  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 require 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.





9






**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**
            **Exhibits and Reports on Form
              8-K**(a)Exhibits





**INDEX
      TO EXHIBITS**





Exhibit
                No.
            Identification
                of Exhibits31.1
            Certification
                of Chief Executive
                Officer31.2
            Certification
                of Principal Financial
                Officer32.1
            Certificate
                of Chief Executive
                Officer32.2
            Certificate
                of Principal Financial
                Officer





10




**SIGNATURES**




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


**Express Systems
                Corporation**Dated: February 7, 2006
              /s/
                Randle Barrington-FooteRandle
                  Barrington-Foote
                President,
                  CEO, and DirectorDated: February 7, 2006
              /s/ Richard BrownRichard
                  Brown
                Principal
                  Accounting Officer, Principal Financial Officer and
                  Director




11