**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,
                2006




[
                ]
            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, 2006.









**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**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)**
  **INTERIM
        FINANCIAL STATEMENTS**
  **FOR
        THE THREE MONTHS ENDED**
 **JUNE
        30, 2006 AND PERIOD FROM**
 **INCEPTION
        (JULY 9, 1998)**
 **TO
        JUNE 30, 2006**
 ( UNAUDITED)




F-1
 Table
          of Contents




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






**TABLE
      OF****CON****TENTS**


**Page**Interim
                    Consolidated Balance Sheets
                F-3Interim
                    Consolidated Statements of Operations
                F-4Interim
                    Consolidated Statements of Stockholders
                    Equity
                F-5Interim
                    Consolidated Statements of Cash Flows
                F-6Notes
                    to Consolidated Financial Statements
                F-7
                    to F-13




F-2
 Table
          of Contents





Table
          of Contents




**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**INTERIM
      CONSOLIDATED BALANCE SHEETS**




**ASSETS**
              
              
              June
                  30, 2006
              
              
              March
                  31, 2006(Unaudited)
              
              
              
              
              
              (Audited)**CURRENT
                  ASSETS:**Cash
                  and cash equivalents
              
              $
              25,439
              
              $
              7,925Trade
                  accounts receivable
              
              
              52,455
              
              
              52,455Prepaid
                  expenses
              
              
              611
              
              
              1,138Interest
                  receivable (Note 6)
              
              
              1,400
              
              
              1,400***Total
                  current assets***
              
              
              79,905
              
              
              62,918**EQUIPMENT
                  AND SOFTWARE**,net
                  of accumulated depreciation of $5,072 and $4,901respectively
              
              
              965
              
              
              1,136***TOTAL
                  ASSETS***
              
              **$**
              **80,870**
              
              **$**
              **64,054****LIABILITIES
                  AND SHAREHOLDERS' EQUITY****CURRENT
                  LIABILITIES:**Accounts
                  payable and accrued liabilities
              
              $
              66,907
              
              $
              36,312Due
                  to related parties (Note 3)
              
              
              1,441
              
              
              1,416***Total
                  current liabilities***
              
              
              68,348
              
              
              37,728**SHAREHOLDERS'
                  EQUITY****(Note
                  2):**Common
                  stock, $.001 par value, 25,000,000 shares authorized,3,055,200 
                  shares issued and outstanding
              
              
              3,055
              
              
              3,055Additional
                  paid-in capital
              
              
              495,871
              
              
              495,871Deficit
                  accumulated during the development stage
              
              
              (486,404
              )
              
              (472,600
              )***Total
                  shareholders' equity***
              
              
              12,522
              
              
              26,326***TOTAL
                  LIABILITIES AND SHAREHOLDERS' EQUITY***
              
              **$**
              **80,870**
              
              **$**
              **64,054**


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





**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**INTERIM
      CONSOLIDATED STATEMENTS OF
      OPERATIONS**





Three
                  Months Ended June 30,
                  2006
              
              
              Three
                  Months Ended June 30, 2005
              
              
              Year
                  Ended
                March
                  31, 2006
              
              
              Period
                  From Inception (July 9, 1998) to June 30, 2006(Unaudited)
              
              
              (Unaudited)
              
              
              (Audited)
              
              
              (Unaudited)**REVENUE**
              
              $
              791
              
              $
              9,483
              
              $
              36,027
              
              $
              360,383**EXPENSES:**Advertising
              
              
              -
              
              
              573
              
              
              7,790
              
              
              48,791Bad
                  debts
              
              
              -
              
              
              -
              
              
              11,746
              
              
              48,550Consulting
                  (Note 3)
              
              
              6,180
              
              
              20,500
              
              
              93,370
              
              
              339,799Depreciation
                  and amortization
              
              
              171
              
              
              390
              
              
              1,227
              
              
              5,072Filing
                  fees
              
              
              23
              
              
              1,611
              
              
              14,398
              
              
              14,421General
                    and Administrative
              
              
              2,133
              
              
              35,726
              
              
              9,735
              
              
              129,240Management
                  fees (Note 3)
              
              
              1,000
              
              
              3,000
              
              
              12,000
              
              
              31,100Professional
                  fees
              
              
              5,088
              
              
              24,955
              
              
              79,108
              
              
              203,368Travel
              
              
              -
              
              
              -
              
              
              -
              
              
              14,456***Total
                  operating expenses***
              
              
              14,595
              
              
              86,755
              
              
              229,374
              
              
              834,797***loss  from
                  operations***
              
              
              (13,804
              )
              
              (77,272
              )
              
              (193,347
              )
              
              (474,414
              )**OTHER
                  INCOME (EXPENSE):**Interest
                  income
              
              
              -
              
              
              -
              
              
              1,400
              
              
              1,510Loss
                  on disposal of assets
              
              
              -
              
              
              -
              
              
              -
              
              
              (13,500
              )***Total
                  other income (expense)***
              
              
              -
              
              
              -
              
              
              1,400
              
              
              (11,990
              )**NET
                  LOSS**
              
              **$**
              **(13,804**
              **)**
              **$**
              **(77,272**
              **)**
              **$**
              **(191,947**
              **)**
              **$**
              **(486,404**
              **)****BASIC
                  AND DILUTED LOSS PER COMMON SHARE:**Net
                  loss per common share
              
              **$**
              **(0.00**
              **)**
              **$**
              **(0.03**
              **)**
              **$**
              **(0.06**
              **)****WEIGHTED
                  AVERAGE SHARES OUTSTANDING**
              
              
              **3,055,200**
              
              
              **2,960,145**
              
              
              **3,026,789**


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




**EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **INTERIM
        CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
        EQUITY**
   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
              
              
              -November
                  2005 at $0.001 per share
              
              
              80,000
              
              
              80
              
              
              -
              
              
              -November
                  2005 shares cancelled at $0.001 per share
              
              
              (80,000
              )
              
              (80
              )
              
              -
              
              
              -Shares
                issued for services rendered:April
                  2005 at $.50 per share
              
              
              75,000
              
              
              75
              
              
              37,425
              
              
              -June
                  2005 at $.50 per share
              
              
              20,000
              
              
              20
              
              
              9,980
              
              
              -Issuance
                  costs for shares issued
              
              
              -
              
              
              -
              
              
              (23,924
              )
              
              -Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (191,947
              )**BALANCES,
                  March 31, 2006**
              
              
              3,055,200
              
              
              3,055
              
              
              495,871
              
              
              (472,600
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (13,804
              )**BALANCES,
                  June 30, 2006**
              
              **$**
              **3,055,200**
              
              **$**
              **3,055**
              
              **$**
              **495,871**
              
              **$**
              **(486,404**
              **)**




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





**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**INTERIM
      CONSOLIDATED STATEMENTS OF CASH
      FLOWS**




Three
                  Months  Ended
                June
                  30, 2006
              
              
              Three
                  Months Ended
                June
                  30, 2005
              
              
              Year
                  Ended March 31, 2006
              
              
              Period
                  From
                Inception
                (July
                  9, 1998)
                to
                  June 30, 2006(Unaudited)
              
              
              (Unaudited)
              
              
              (Audited)
              
              
              (Unaudited)**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  loss
              
              $
              (13,804
              )
              $
              (77,272
              )
              $
              (191,947
              )
              $
              (486,404
              )Adjustments
                  to reconcile net loss to net cash used in operating activities:Depreciation
                  and amortization
              
              
              171
              
              
              390
              
              
              1,227
              
              
              5,072Bad
                  debt expense
              
              
              -
              
              
              -
              
              
              11,746
              
              
              48,550Loss
                  of disposals of assets
              
              
              -
              
              
              -
              
              
              -
              
              
              13,500Shares
                  issued for services
              
              
              -
              
              
              10,000
              
              
              47,425
              
              
              47,425Decrease
                  (increase) in accounts receivable, net
              
              
              -
              
              
              2,820
              )
              
              (20,235
              )
              
              (92,053
              )Increase
                  in interest receivable, net
              
              
              -
              
              
              -
              
              
              (1,400
              )
              
              (1,400
              )Increase
                  in receivable from related parties
              
              
              -
              
              
              (10,400
              )
              
              -
              
              
              (8,952
              )Decrease
                  (increase) in prepaid expenses
              
              
              527
              
              
              (149
              )
              
              (1,138
              )
              
              (611
              )(Decrease)
                  increase in due to related party
              
              
              25
              
              
              (6,166
              )
              
              (11,398
              )
              
              (7,978
              )Increase
                  (decrease) in accounts payable and accrued expenses
              
              
              30,595
              
              
              4,105
              
              
              (4,466
              )
              
              76,326Net
                  cash used in operating activities
              
              
              17,514
              
              
              (9,210
              )
              
              (170,186
              )
              
              (406,525
              )**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, net of issuance costs
              
              
              -
              
              
              196,126
              
              
              176,151
              
              
              451,501**NET
                  INCREASE (DECREASE) IN CASH** **AND CASH
                  EQUIVALENTS**
              
              
              17,514
              
              
              119,454
              
              
              5,965
              
              
              25,439**CASH
                  AND CASH EQUIVALENTS** , beginning of period
              
              
              7,925
              
              
              1,960
              
              
              1,960
              
              
              -**CASH
                  AND CASH EQUIVALENTS** , end of period
              
              **$**
              **25,439**
              
              **$**
              **121,414**
              
              **$**
              **7,925**
              
              **$**
              **25,439****SUPPLEMENTAL
                  DISCLOSURE OF NON-CASH INVESTING AND FINANCING
                  ACTIVITIES:**Write
                  off of software and cancellation of associated note payable
              
              **$**
              **-**
              
              **$**
              **-**
              
              **$**
              **-**
              
              **$**
              **50
                  000**Share
                  issued for services
              
              **$**
              **-**
              
              **$**
              **-**
              
              **$**
              **47,425**
              
              **$**
              **47,425****SUPPLEMENTAL
                CASH FLOW DISCLOSURE**Interest
                  earned
              
              **$**
              **-**
              
              **$**
              **-**
              
              **$**
              **1,400**
              
              **$**
              **1,400**Taxes
                  paid
              
              **$**
              **-**
              
              **$**
              **-**
              
              **$**
              **-**
              
              **$**
              **-**


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




**EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO INTERIM 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
        interim 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 interim 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
        Company reported net losses of $13,804, $77,272 and $191,947 for the three
        months ended June 30, 2006 and 2005 and for the year ended March 31, 2006
        respectively, and has an accumulated deficit of $486,404 at June 30, 2006.
        These
        recurring losses and the need for continued funding, discussed below, raise
        substantial doubt about the Company’s ability to continue as a going
        concern
 
 **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. For the year
        ended March 31, 2006, $11,746 was written-off as bad debt. At June 30, 2006,
        management believes all remaining 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


F-7
 Table
          of Contents


**EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 (Continued)
 
  *NOTE
        1 -**ORGANIZATION,
        OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES**(continued)*
  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 three months ended
        June
        30, 2006 and 2005 and year ended March 31, 2006, the Company expensed $0,
        $573
        and $7,790, 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.
 
 **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 interim consolidated income tax return on a calendar year basis; therefore
        the
        Company presents its income tax information as of December 31, 2005 (see
        Note
        4).
 
 **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 interim 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, and interest receivable due to 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


F-8
 Table
          of Contents


**EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **(Continued)**
 
  *NOTE
        1 -**ORGANIZATION,
        OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES**(continued)*
  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.
 
 **Stock-Based
        Compensation**
 
 Effective
        January 1, 2006, the Company adopted the provisions of Statement of Financial
        Accounting Standards (“SFAS”) No. 123(R), “ *Share-Based
        Payment* ”,
        which
        establishes accounting for equity instruments exchanged for employee services.
        Under the provisions of SFAS 123(R), stock-based compensation cost is measured
        at the grant date, based on the calculated fair value of the award, and is
        recognized as an expense over the employees’ requisite service period (generally
        the vesting period of the equity grant). Before January 1, 2006, the Company
        accounted for stock-based compensation to employees in accordance with
        Accounting Principles Board Opinion No. 25, “ *Accounting
        for Stock Issued to Employees* ,”
and
        complied with the disclosure requirements of SFAS No. 123, “ *Accounting
        for Stock-Based Compensation* ”.
        The
        Company adopted FAS 123(R) using the modified prospective method, which requires
        the Company to record compensation expense over the vesting period for all
        awards granted after the date of adoption, and for the unvested portion of
        previously granted awards that remain outstanding at the date of adoption.
        Accordingly, financial statements for the periods prior to January 1, 2006
        have
        not been restated to reflect the fair value method of expensing share-based
        compensation. Adoption of SFAS No. 123(R) does not change the way the Company
        accounts for share-based payments to non-employees, with guidance provided
        by
        SFAS 123 (as originally issues) and Emerging Issues Task Force Issue No.
        86-18,
“ *Accounting
        for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
        or
        in Conjunction with Selling, Goods or Services* ”.


F-9
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          of Contents




**EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **(Continued)**
 
  *NOTE
        1 -**ORGANIZATION,
        OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES**(continued)*
  **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 Interim consolidated
        Financial Statements upon adoption of the new standard.
 
 In
        May
        2005, the FASB issued SFAS 154, “ *Accounting
        Changes and Error Corrections* ,”
which
        replaces APB Opinion No. 20, “ *Accounting
        Changes* ,”
and
        supersedes FASB Statement No. 3, “ *Reporting
        Accounting Changes in Interim Financial Statements - an amendment of APB
        Opinion
        No. 28* .”
SFAS
        154 requires retrospective application to prior periods’ financial statements of
        changes in accounting principle, unless it is impracticable to determine
        either
        the period-specific effects or the cumulative effect of the change. When
        it is
        impracticable to determine the period-specific effects of an accounting change
        on one or more individual prior periods presented, SFAS 154 requires that
        the
        new accounting principle be applied to the balances of assets and liabilities
        as
        of the beginning of the earliest period for which retrospective application
        is
        practicable and that a corresponding adjustment be made to the opening balance
        of retained earnings for that period rather than being reported in an income
        statement. When it is impracticable to determine the cumulative effect of
        applying a change in accounting principle to all prior periods, SFAS 154
        requires that the new accounting principle be applied as if it were adopted
        prospectively from the earliest date practicable. SFAS 154 shall be effective
        for accounting changes and corrections of errors made in fiscal years beginning
        after December 15, 2005. The Company does not expect the provisions for SFAS
        154
        will have a significant impact on its results of operations.
 
 In
        February 2006, the FASB issued SFAF No. 155, “ *Accounting
        for Certain Hybrid Financial Instruments, an amendment of FASB Statements
        No.
        133 and 140* .”
This
        statement permits fair value re-measurement for any hybrid financial instrument
        that contains an embedded derivative that otherwise would require bifurcation.
        It establishes a requirement to evaluate interests in securitized financial
        assets to identify interests that are freestanding derivatives or that are
        hybrid financial instruments that contain an embedded derivative requiring
        bifurcation. In addition, SFAS 155 clarifies which interest-only strips and
        principal-only strips are not subject to the requirements of Statement 133.
        It
        also clarifies that concentrations of credit risk in the form of subordination
        are not embedded derivatives. SFAS 155 amends Statement 140 to eliminate
        the
        prohibition on a qualifying special-purpose entity from holding a derivative
        financial instrument that pertains to a beneficial interest other than another
        derivative financial instrument. This Statement is effective for all financial
        instruments acquired or issued after the beginning of an entity’s first fiscal
        year that begins after September 15, 2006. The adoption of this standard
        is not
        expected to have a material effect on the Company’s results of operations or
        financial position.


Table
          of Contents




**EXPRESS
              SYSTEMS CORPORATION**
 **AND
              SUBSIDIARY**
 **(A
              Development Stage Company)**
 
 **NOTES
              TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **(Continued)**
 
  *NOTE
              1 -**ORGANIZATION,
              OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES**(continued)*
  **Recent
              Accounting Pronouncements *(continued)***
  In
            March
            2006, the FASB issued SFAS 156, “ *Accounting
            for Servicing of Financial Assets-an amendment of FASB Statement No.
            140* .”
This
            statement amends FASB Statement No. 140, “ *Accounting
            for Transfers and Servicing of Financial Assets and Extinguishments of
            Liabilities* ”,
            with
            respect to the accounting for separately recognized servicing assets
            and
            servicing liabilities. This statement: (1) requires an entity to recognize
            a
            servicing asset or servicing liability each time it undertakes an obligation
            to
            service a financial asset by entering into a servicing contract in any
            of the
            following situations: (a) a transfer of the servicer’s financial assets that
            meets the requirements for sale accounting, (b) a transfer of the servicer’s
            financial assets to a qualifying special-purpose entity in a guaranteed
            mortgage
            securitization in which the transferor retains all of the resulting securities
            an classifies them as either available-for-sale securities or trading
            securities
            in accordance with FASB Statement No. 115,” *Accounting
            for Certain Investments in Debt and Equity Securities* ”,
            (c) an
            acquisition or assumption of an obligation to service a financial asset
            that
            does not relate to financial assets of the servicer or its consolidated
            affiliates; (2) requires all separately recognized servicing assets and
            servicing liabilities to be initially measured at fair value, if practicable;
            (3) permits an entity to choose either of the following subsequent measurement
            methods for each class of separately recognized servicing assets and
            serviceing
            liabilities: (a) *Amortization
            method-* Amortize
            servicing assets or servicing liabilities in proportion to and over the
            period
            of estimated net servicing income or net servicing loss and assess at
            each
            reporting date, or (b) *Fair
            value measurement method* -Measure
            servicing assets or servicing liabilities at fair value at each reporting
            date
            and report changes in fair value in earnings in the period in which the
            changes
            occur; (4) at its initial adoption, permits a one-time reclassification
            of
            available-for-sale securities to trading securities by entities with
            recognized
            servicing rights, without calling into question the treatment of other
            available-for-sale securities under Statement 115, provided that the
            available-for-sale securities are identified in some manner as offsetting
            the
            entity’s exposure to changes in fair value of servicing assets or servicing
            liabilities that a servicer elects to subsequently measure at fair value;
            and
            (5) requires separate presentation of servicing assets and servicing
            liabilities
            subsequently measured at fair value in the statement of financial position
            and
            additional disclosures for all separately recognized servicing assets
            and
            servicing liabilities. An entity should adopt this statement as of the
            beginning
            of its first fiscal year that begins after September 15, 2006. Earlier
            adoption
            is permitted as of the beginning of an entity’s fiscal year, provided the entity
            has not yet issued financial statements, including interim financial
            statements,
            for any period of that fiscal year. The effective date of the Statement
            is the
            date an entity adopts the requirements of this statement.
  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


F-11
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          of Contents




**EXPRESS
          SYSTEMS CORPORATION**
 **AND
          SUBSIDIARY**
 **(A
          Development Stage Company)**
 
 **NOTES
          TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **(Continued)**
 **NOTE
        2-SHAREHOLDERS’
        EQUITY*(continued)***
  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, through a public offering,
        400,000 shares of common stock at $.50 per share, and received proceeds of
        $200,000. During the third quarter of the Company’s 2006 fiscal year, the
        Company erroneously reported that it issued 80,000 shares for proceeds of
        $80.
        The certificate was prepared, however, it was never released. Subsequent
        to
        March 31, 2006, the certificates were cancelled and returned to the treasury.
        In
        April 2005, the Company issued 75,000 shares of common stock at $.50 per
        share
        for services rendered. In June 2005, the Company issued 20,000 shares of
        common
        stock at $.50 per share for services rendered.
 
 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
        June 30, 2006 and March 31, 2006 was $1,441 and $1,416 respectively. The
        amounts
        are non-interest bearing and have no due dates.
 
 During
        the three months ended June 30, 2006 and year ended March 31, 2006, the Company
        paid and/or accrued consulting and management fees to an officer, shareholders
        and entities related to shareholders of the Company of $7,180 and $70,345
        respectively. In addition, during the three months ended June 30, 2006 and
        year
        ended March 31, 2006, the Company paid a shareholder $400 and $2,400 for
        the use
        of office space. During the year ended March 31, 2006, the Company earned
        $14,350 in sales to a related party.
 
 At
        June
        30, 2006 and March 31, 2006, amounts included in accounts payable totaling
        $26,432 and $Nil respectively, were payable to related parties. Amounts included
        in accounts receivable totaling $20,227 and $Nil were receivable from related
        parties.
 
 NOTE
        4-INCOME
        TAXES
 
 At
        December 31, 2005, the Company had an unused net operating loss carryforward
        of
        approximately $388,000 for income tax purposes, which expires at various
        dates
        through 2026. 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 $145,000;
        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 December
        31, 2005 and 2004 are as follows:
  2005
                
                
                2004Deferred
                    tax liabilities
                
                $
                -
                
                $
                -Deferred
                    tax assets:
                
                $
                145,000
                
                $
                93,000Net
                    operating loss carryforwards
                
                
                (145,000
                )
                
                (93,000
                )Valuation
                    allowance for deferred tax assets
                
                $
                -
                
                $
                -
 The
          valuation allowance for deferred tax assets was increased by $52,000 and
          $5,000
          during 2005 and 2004, respectively.


F-12
 Table
          of Contents




**EXPRESS
          SYSTEMS CORPORATION**
 **AND
          SUBSIDIARY**
 **(A
          Development Stage Company)**
 
 **NOTES
          TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **(Concluded)**
  **NOTE
        5-**  **MAJOR
        CUSTOMERS AND CONCENTRATION OF CREDIT RISK**
 
 During
        the years ended March 31, 2006 and 2005, the Company recognized revenue from
        various unrelated entities, which individually comprised greater than 10%
        of
        total revenues. Revenue recognized from such entities as a percent of total
        revenue was 55% from an unrelated party and 38% from a related party for
        the
        year ended March 31, 2006 and 47% from an unrelated party 32% from a related
        party for the year ended March 31, 2006.
 
 Major
        customers accounted for 95% and 83% of receivables at March 31, 2006 and
        2005,
        respectively.
  **NOTE
        6-**  **INTEREST
        RECEIVABLE**
 
 During
        the year ended March 31, 2006, the Company issued to a third party, a $50,000
        note receivable, bearing interest of 12%. The Company collected the principal
        amount, however the borrower is disputing interest accrued on the note.
        Consequently, the interest receivable may not be collected.


F-13
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          of Contents


**Item
        2.****** **MA** **NAGEMENT'S
        DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS**
  The
        following discussion and analysis should be read in conjunction with the
        Interim
        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 has been be legislation enacted 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 was a Swiss company. 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
        area we concentrate on are double opt-in leads of people wanting financial
        information and stock market newsletters. We also have managed some of our
        customers’ databases and distribute their newsletters on a third party basis.
        Currently, though, we do not have any customers generating revenue for us.
        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


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entered
        to generate revenue is the filing of SEC documents on Edgar for third parties.
        We have generated approximately $360,383 in total revenue since starting
        our
        current business through to June 30, 2006. We did not generate any of this
        revenue in the first quarter ended June 30, 2006 which will have a detrimental
        effect on our business.
  There
        are
        many other types of markets for us to collect leadsor. 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 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
        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.
  Our
        Company earned revenue in several ways. Our largest generator of revenue
        was
        from the selling of leads. We would 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 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. We are
        not
        currently advertising on any pay per click sites.
  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.
        Another performance indicator has been revenue generated for our customers
        through the sale of news letters. 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


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ascertain
        which will be sustainable long term customers and try to solicit more of
        the
        same type of businesses to ensure continued growth.
 
 We
        have
        only sold leads for the generation of financial news letters. We currently
        do
        not have any customers for this sector of our business, which has generated
        about 95% of our revenue for the twelve month period ended March 31, 2006
        and
        none of our revenue for the three month period ended June 30, 2006. 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.
        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
        but at this point we do not have the advertising budget to undertake such
        an
        expansion. 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 have the employee base to meet this level of service yet. As we have
        a lack
        of funds, over the next twelve months we do not plan to add any additional
        employees to meet these technical requirements of the business even though
        they
        are needed for the success 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 belief
        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


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unlikely.
        At this time we do not have any sources for additional capital, either on
        a debt
        or equity basis.
 
 The
        financial success of a financial news letter is heavily dependent upon our
        customers’ 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 customers’ 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 and we did not generate
        any revenue in our first quarter of this year. We will need to raise additional
        capital through equity or debt to maintain our operations. We do not have
        any
        sources for funds either through debt or equity and there is no assurance
        to be
        given that we will be able to source such funds. Until we do raise additional
        funds it is unlikely we will be able to maintain our business. We will be
        unable
        to continue operations from cash flow from the sale of leads, management
        of
        databases, website management and EDGAR filings.
  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 audit 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, 2006 COMPARED TO THE YEAR ENDED
        MARCH
        31, 2005 AND THE THREE MONTH PERIOD ENDED JUNE 30, 2006 COMPARED TO JUNE
        30,
        2005
 
 For
        the
        year ended March 31, 2005, we had revenues of $89,037, as compared to revenues
        of $36,027 for the year ended March 31, 2006, a decrease of $53,010 or 60%.
        For
        the three month period ended June 30, 2006 compared to June 30, 2005 we had
        revenues of $791 and $9,483 respectively, a decrease of $8,692 or 92%. 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 effect our ability to attract additional
        customers with our limited advertising budget.
  For
        the
        year ended March 31, 2005, we had operating expenses of $116,103, compared
        to
        $229,374 for the year ended March 31, 2006, an increase of $113,271 or 98
        %.
        This increase is primarily attributable to an increase in professional fees
        that
        were incurred as a result of increase in registration filings, and a write
        off
        of un-collectible accounts receivable. For the three month period ended June
        30,
        2006 compared to the three month period ended June 30, 2005 we had operating
        expenses of $14,595 and $86,755 respectively, a decrease of $72,160 or


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83%.
        This
        decrease in operating expenses is attributable to the limited business that
        was
        done for the period ended June 2006.
 
 For
        the
        year ended March 31, 2005, we had a net loss of $27,066, compared to a loss
        of
        $191,947 for the year ended March 31, 2006, an increase of $164,881 or 609%.
        This increase 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 higher variable costs of operation. For
        the
        three month period ended June 30, 2006 we had a net loss of $13,804 compared
        to
        a net loss of $77,272 in June 30, 2005, a decrease of $63,468 or 82%. This
        decrease in net loss can be attributable the limited business that was done
        for
        the period ended June 2006.
 
 RESULTS
        OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2005 COMPARED TO THE YEAR ENDED
        MARCH
        31, 2004
 
 For
        the
        year ended March 31, 2005, we had revenues of $89,037, as compared to revenues
        of $161,998 for the year ended March 31, 2004, 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 effect 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.
 
 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, 2006, 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.
 
 LIQUIDITY
        AND CAPITAL RESOURCES
  As
        of
        March 31, 2006, we had $7,925 cash-on-hand compared to $1,960 as of March
        31,
        2005, an increase of $5,965 or 304%.  The increase can be attributed to our
        collection of receivables near the end of the fiscal period.  As of March
        31, 2006, our total current assets were greater than our current liabilities
        by
        $25,190 Our current ratio (current assets to current liabilities ratio) as
        at March 31, 2006 was 1.67. As of June 30, 2006 we had $25,439 cash on hand
        compared to $7,925 for the year ended March 31, 2006. This is an increase
        of
        approximately $17,514 or 221%. This increase can be attributed to our closing
        of
        the current offering of equity. Our current ratio as at June 30, 2006 was
        1.17.
        We currently still have very


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limited
        funds to maintain our business. Until we do raise additional funds we will
        not
        be able to continue operations from cash flow from the sale of leads, management
        of databases, website management and EDGAR filings and from current working
        capital.
  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 April 2005 we sold 400,000
        shares
        of common stock for proceeds of $200,000.
  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
        at
        the years ended March 31, 2006 and 2005 and the three months ended June 30,
        2006
        and 2005 was $1,416, $12,814, $1,441 and $6,648 respectively. The amounts
        are
        non-interest bearing and have no due dates.
 
 During
        the years ended March 31, 2006 and 2005 and the three months ended June 30,
        2006
        and 2005, the Company paid consulting and management fees to an officer,
        shareholders and entities related to shareholders of the Company of $70,345,
        $50,615, $7,180 and $20,500 respectively. In addition, during the three months
        ended June 30, 2006 and the year ended March 31, 2006, the Company paid a
        shareholder $400 and $2,400 for the use of office space. During the year
        ended
        March 31, 2006, the Company earned $14,350 in sales to a related
        party.
 
 During
        the year ended March 31, 2006, 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, 2006, the amount owed to the Company by related parties was $Nil.
  Working
        Capital
  We
        had
        net working capital of $25,190 at March 31, 2006, as compared to net working
        capital of $(7,666) at March 31, 2005, an increase of $32,856 or 428%. The
        increase in working capital was the result of our ability to collect outstanding
        receivables offset by a decrease in business.  We had working capital of
        $11,557 for the three month period ended June 30, 2006 compared to $25,190
        for
        the year ended March 31, 2006, a decrease of $13,633 or 54%. This decrease
        can
        be attributed to smaller revenue generated from sales in the period in 2006
        and
        no additional financings in the period in 2006 versus 2005. We still do not
        have
        sufficient working capital to maintain operations at a profitable level and
        are
        dependent upon cash flow from


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operations
        and the raising of additional capital to keep our operation going. We believe
        that if we do not receive additional capital through debt or equity financing
        that we will not be able to maintain our operations past September 2006.
        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, 2006 and 2005
        was
        $170,186, $7,250, respectively, an increase of $162,936 or 2,247%. The increase
        is attributable to our increase in professional and legal fees associated
        with
        our offering.  Net cash used (provided by) in operating activities for the
        three month period ended June 30, 2006 and 2005 was $(17,514) and $76,672
        a
        decrease of $94,186 or 123%. This decrease can be attributed to the limited
        amount of business done in the period ended June 2006. As we had a concentration
        of revenue from one customer, who we have lost, 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 is very detrimental to the
        business.
 
 Cash
        Flow from Investing Activities
 
 There
        was
        no cash flow from investing activities for the fiscal year ended March 31,
        2006
        and 2005, and for the three month period ended June 30, 2006 and
        2005.
 
 Cash
        Flow from Financing Activities
 
 Net
        cash
        provided by financing activities for the year ended March 31, 2006 was $176,151
        as compared to $0 for the year ended March 31, 2005, an increase of $176,151.
        The increase is attributable to the issuance of common shares in fiscal year
        2006 as compared to no common shares issued in fiscal year 2005.  For the
        three month period ended June 30, 2006 and 2005 the cash flow from financing
        activities was $0 and $196,126 respectively, a decrease of $196,126. 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, 2006 as no securities were sold.
  We
        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


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  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 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
          $11,557 as of June 30, 2006, 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 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 interim consolidated
          financial statements are reported in United States Dollars unless otherwise
          stated.
  *New
          Accounting Pronouncements*
  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
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  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, 2006 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.
  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.
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  **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 of 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.
  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 ability
          to
          maintain as an on-going 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,


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  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 likely 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
          such occurs we may be unable to 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 generated 95% of our total revenues for the twelve months ended
          March 31, 2006. We no longer have any customers and 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.
  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 former 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 former
          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.
 
 RISK S
          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.**
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 There
              is
              no public market for our shares of common stock, though we are quoted
              on the
              OTC-BB. There is no assurance that a market for our common shares will
              develop
              even though we are quoted. 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. Furthermore,
              there is
              no assurance given that we may be able to maintain our listing on the
              OTC-BB
 
 **FORWAR** **D-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.
 
 *New
              Accounting Pronouncements*
  In
              December 2004, 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 an 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.
 
 In
              May
              2005, the FASB issued SFAS 154, “ *Accounting
              Changes and Error Corrections* ,”
which
              replaces APB Opinion No. 20, “ *Accounting
              Changes* ,”
and
              supersedes FASB Statement No. 3, “ *Reporting
              Accounting Changes in Interim Financial Statements - an amendment of
              APB Opinion
              No. 28* .”
SFAS
              154 requires retrospective application to prior periods’ financial statements of
              changes in accounting principle, unless it is impracticable to determine
              either
              the period-specific effects or the cumulative effect of the change.
              When it is
              impracticable to determine the period-specific effects of an accounting
              change
              on one or more individual prior periods presented, SFAS 154 requires
              that the
              new accounting principle be applied to the balances of assets and liabilities
              as
              of the beginning of the earliest period for which retrospective application
              is
              practicable and that a corresponding adjustment be made to the opening
              balance
              of retained earnings for that period rather than being reported in
              an income
              statement. When it is impracticable to determine the cumulative effect
              of
              applying a change in accounting principle to all prior periods, SFAS
              154
              requires that the new accounting principle be applied as if it were
              adopted
              prospectively from the earliest date practicable. SFAS 154 shall be


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effective
        for accounting changes and corrections of errors made in fiscal years beginning
        after December 15, 2005. The Company does not expect the provisions for SFAS
        154
        will have a significant impact on its results of operations.
 
 In
        February 2006, the FASB issued SFAF No. 155, “ *Accounting
        for Certain Hybrid Financial Instruments, an amendment of FASB Statements
        No.
        133 and 140* .”
This
        statement permits fair value re-measurement for any hybrid financial instrument
        that contains an embedded derivative that otherwise would require bifurcation.
        It establishes a requirement to evaluate interests in securitized financial
        assets to identify interests that are freestanding derivatives or that are
        hybrid financial instruments that contain an embedded derivative requiring
        bifurcation. In addition, SFAS 155 clarifies which interest-only strips and
        principal-only strips are not subject to the requirements of Statement 133.
        It
        also clarifies that concentrations of credit risk in the form of subordination
        are not embedded derivatives. SFAS 155 amends Statement 140 to eliminate
        the
        prohibition on a qualifying special-purpose entity from holding a derivative
        financial instrument that pertains to a beneficial interest other than another
        derivative financial instrument. This Statement is effective for all financial
        instruments acquired or issued after the beginning of an entity’s first fiscal
        year that begins after September 15, 2006. The adoption of this standard
        is not
        expected to have a material effect on the Company’s results of operations or
        financial position.
 
 In
        March
        2006, the FASB issued SFAS 156, “ *Accounting
        for Servicing of Financial Assets-an amendment of FASB Statement No.
        140* .”
This
        statement amends FASB Statement No. 140, “ *Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities* ”,
        with
        respect to the accounting for separately recognized servicing assets and
        servicing liabilities. This statement: (1) requires an entity to recognize
        a
        servicing asset or servicing liability each time it undertakes an obligation
        to
        service a financial asset by entering into a servicing contract in any of
        the
        following situations: (a) a transfer of the servicer’s financial assets that
        meets the requirements for sale accounting, (b) a transfer of the servicer’s
        financial assets to a qualifying special-purpose entity in a guaranteed mortgage
        securitization in which the transferor retains all of the resulting securities
        an classifies them as either available-for-sale securities or trading securities
        in accordance with FASB Statement No. 115,” *Accounting
        for Certain Investments in Debt and Equity Securities* ”,
        (c) an
        acquisition or assumption of an obligation to service a financial asset that
        does not relate to financial assets of the servicer or its consolidated
        affiliates; (2) requires all separately recognized servicing assets and
        servicing liabilities to be initially measured at fair value, if practicable;
        (3) permits an entity to choose either of the following subsequent measurement
        methods for each class of separately recognized servicing assets and serviceing
        liabilities: (a) *Amortization
        method-* Amortize
        servicing assets or servicing liabilities in proportion to and over the period
        of estimated net servicing income or net servicing loss and assess at each
        reporting date, or (b) *Fair
        value measurement method* -Measure
        servicing assets or servicing liabilities at fair value at each reporting
        date
        and report changes in fair value in earnings in the period in which the changes
        occur; (4) at its initial adoption, permits a one-time reclassification of
        available-for-sale securities to trading securities by entities with recognized
        servicing rights, without calling into question the treatment of other
        available-for-sale securities under Statement 115, provided that the
        available-for-sale securities are identified in some manner as offsetting
        the
        entity’s exposure to changes in fair value of servicing assets or servicing
        liabilities that a servicer elects to subsequently measure at fair value;
        and
        (5) requires
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  separate
          presentation of servicing assets and servicing liabilities subsequently
          measured
          at fair value in the statement of financial position and additional disclosures
          for all separately recognized servicing assets and servicing liabilities.
          An
          entity should adopt this statement as of the beginning of its first fiscal
          year
          that begins after September 15, 2006. Earlier adoption is permitted as
          of the
          beginning of an entity’s fiscal year, provided the entity has not yet issued
          financial statements, including interim financial statements, for any period
          of
          that fiscal year. The effective date of the Statement is the date an entity
          adopts the requirements of this statement.
 
 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.
  *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 interim 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.
  Effective
          January 1, 2006, the Company adopted the provisions of Statement of Financial
          Accounting Standards (“SFAS”) No. 123(R), “ *Share-Based
          Payment* ”,
          which
          establishes accounting for equity instruments exchanged for employee services.
          Under the provisions of SFAS 123(R), stock-based compensation cost is measured
          at the grant date, based on the calculated fair value of the award, and
          is
          recognized as an expense over the employees’ requisite service period (generally
          the vesting period of the equity grant). Before January 1, 2006, the Company
          accounted for stock-based compensation to employees in accordance with
          Accounting Principles Board Opinion No. 25, “ *Accounting
          for Stock Issued to Employees* ,”
and
          complied with the disclosure requirements of SFAS No. 123, “ *Accounting
          for Stock-Based Compensation* ”.
          The
          Company adopted FAS 123(R) using the modified prospective method, which
          requires
          the Company to record compensation expense over the vesting period for
          all
          awards granted after the date of adoption, and for the unvested portion
          of
          previously granted awards that remain outstanding at the date of adoption.
          Accordingly, financial statements for the periods prior to January 1, 2006
          have
          not been restated to reflect the fair value method of expensing share-based
          compensation. Adoption of SFAS No. 123(R) does not change the way the Company
          accounts for share-based payments to non-employees, with guidance provided
          by
          SFAS 123 (as originally issues) and Emerging Issues Task Force Issue No.
          86-18,
“ *Accounting*


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*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
        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.
  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.NoneItem
                    2.
                Changes
                    in SecuritiesNone


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Item
              3.
            Defaults
              by the Company on its Senior SecuritiesNoneItem4.
            Submission
                of Matters to a Vote of Security HoldersNoneItem
                5.
            Other
                InformationNoneItem
                6.
            Item
                6.Exhibits
                and Reports on Form 8-K.(a)
                Exhibits




**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 14, 2006
              **Express Systems
                  Corporation**
                
                /s/ Randle Barrington-Foote
                Randle
                    Barrington-Foote
                  President,
                    CEO,and DirectorDated: August 14, 2006
              /s/
                  Richard Brown
                Richard
                    Brown
                  Principal
                    Accounting Officer, Principal
                  Financial
                    Officer and
                    Director




16