**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 September 30,
                2005




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




For
                the transition period from ____________ to
                ________________




Commission
      file number: 333-107002




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




Check
      whether the Issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that Express Systems was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days.




Yes  [
      X]  No  [
      ]




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









**Express
      Systems Corporation**




**Form
      10-QSB**




**Index**






**Part
                I.**
              **Financial
                Information**
              **Page**Item
                1.
              Financial
                Statements (Unaudited)
              F-1Consolidated
                Balance Sheets
              F-2Consolidated
                Statements of Operations
              F-3Consolidated
                Statements of Stockholders Equity
              F-4Consolidated
                Statements of Cash Flows
              F-5Notes
                to Consolidated Financial Statements
              F-6
                to F-11Item
                2.
              Management's
                Discussion and Analysis or Plan of
                Operation
              1**Part
                II.**
              **Other
                Information**Item
                1.
              Legal
                Proceedings
              11Item
                2.
              Changes
                in Securities
              11Item
                3.
              Defaults
                Upon Senior Securities
              11Item
                4.
              Submission
                of Matters to a Vote of Security
                Holders
              11Item
                5.
              Other
                Information
              11Item
                6.
              Exhibits
                and Reports on Form 8-K
              11Signatures
              12Exhibit
                31.1
              Certification
                  of Principal Executive
                  OfficerExhibit
                31.2
              Certification
                  of Chief Financial
                  OfficerExhibit
                32.1
              Certification
                  of Principal Executive
                  OfficerExhibit
                32.2
              Certification
                of Chief Financial
                Officer









**PART
        I - FINANCIAL INFORMATION**
  **Item
        1.**  **Financial
        Statements**


CONTENTS


CONSOLIDATED
                  FINANCIAL STATEMENTS
                **Page**Consolidated
                    Balance Sheets (unaudited)
                F-2Consolidated
                    Statements of
                    Operations (unaudited)
                F-3Consolidated
                    Statements of Stockholders
                    Equity (unaudited)
                F-4Consolidated
                    Statements of Cash
                    Flows (unaudited)
                F-5Notes
                    to Consolidated Financial
                    Statements (unaudited)
                F-6
                    to F-11




F-1
 Main
            Index




**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**CONSOLIDATED
      BALANCE SHEETS**




**ASSETS**
              September 30,
                  2005
              March
                  31, 2005(Unaudited)
              (Audited)**CURRENT
                  ASSETS:**Cash
                  and cash equivalents
              $
                  80,086
              $
                  1,960Trade
                  accounts receivable
              35,054
              35,014Due
                  from related parties (Note 4)
              10,352
              8,952Prepaid
                  expenses
              2,500
              -***Total
                  current assets***
              127,992
              45,926**EQUIPMENT
                  AND SOFTWARE**,net
                  of accumulated depreciation of $4,064 and $3,674 respectively
              1,973
              2,363***TOTAL
                  ASSETS***
              **$
                  129,965**
              **$
                  48,289****LIABILITIES
                  AND SHAREHOLDERS' EQUITY****CURRENT
                  LIABILITIES:**Accounts
                  payable and accrued liabilities
              $
                  41,421
              $
                  40,778Due
                  to related parties (Note 4)
              1,392
              12,814***Total
                  current liabilities***
              42,713
              53,592**SHAREHOLDERS'
                  EQUITY (DEFICIENCY)****(Note
                  3):**Common
                  stock, $.001 par value, 25,000,000 shares authorized,3,055,200 
                  shares issued and outstanding
              3,055
              2,560Additional
                  paid-in capital
              478,446
              272,790Deficit
                  accumulated during the development stage
              (394,249)
              (280,653)***Total
                  shareholders' equity***
              87,252
              (5,303)***TOTAL
                  LIABILITIES AND SHAREHOLDERS' EQUITY***
              **$
                  129,965**
              **$
                  48,289**


The
          accompanying notes are an integral part of these statements.
 F-2
 Main
          Index





**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**CONSOLIDATED
      STATEMENTS OF OPERATIONS**





Six
                  Months Ended September 30, 2005
              Six
                  Months Ended September 30, 2004
              Year
                  Ended March 31, 2005
              Year
                  Ended
                March
                  31, 2004
              Period
                  From Inception (July 9, 1998) to June 30, 2005(Unaudited)
              (Unaudited)
              (Audited)
              (Audited)
              (Unaudited)**REVENUE 
                  (Note 5)**
              $
                  15,643
              $
                  37,510
              $
                  89,037
              $
                  161,998
              $
                  339,208**EXPENSES:**Advertising
              1,259
              4,547
              5,561
              24,407
              42,260Consulting
                  (Note 4)
              33,945
              32,485
              50,615
              70,835
              274,195Professional
                  fees
              46,374
              20,826
              38,373
              61,912
              165,545Management
                  fee  (Note 4)
              6,000
              -
              -
              18,100
              24,100Travel
              -
              -
              -
              350
              14,456General
                  and Administrative
              41,271
              4,581
              12,567
              27,547
              158,643Bad
                  Debts
              -
              -
              7,429
              -
              36,804Depreciation
                  and amortization
              390
              390
              1,558
              1,558
              4,064***Total
                  operating expenses***
              129,239
              62,829
              116,103
              204,709
              720,067***Income
                  (loss)  from operations***
              (113,596)
              (25,319)
              (27,066)
              (42,711)
              (380,859)**OTHER
                  INCOME (EXPENSE):**Interest
                  income
              -
              -
              -
              10
              110Loss
                  on disposal of assets
              -
              -
              -
              -
              (13,500)***Total
                  other income (expense)***
              -
              -
              -
              10
              (13,390)**NET
                  INCOME (LOSS)**
              **$
                  (113,596)**
              **$
                  (25,319)**
              **$
                  (27,066)**
              **$
                  (42,701)**
              **$
                  (394,249)****BASIC
                  AND DILUTED LOSS PER COMMON SHARE:**Net
                  loss per common share
              **$
                  (0.04)**
              **$
                  (0.01)**
              **$
                  (0.01)**
              **$
                  (0.02)****WEIGHTED
                  AVERAGE SHARES OUTSTANDING**
              **3,007,932**
              **2
                  560,200**
              **2
                  560,200**
              **2,525,899**


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




**EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **CONSOLIDATED
        STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY**
 FOR
        THE PERIOD FROM INCEPTION (JULY 9,
        1998) THROUGH JUNE 30, 2005
  Common
                  Shares
              Common
                  Stock Amount
              Additional
                  Paid-In Capital
              Deficit
                  Accumulated During the Development Stage**BALANCES,
                  at inception (July 9, 1998)**
              -
              $
                -
              $ -
              $
                  -Sale
                  of common stock to founders in July 1998 for $0.001 per
                  share
              1,000,000
              1,000
              -
              -Sale
                  of common stock in private placements:November
                  1998 at $.01 per share
              1,000,000
              1,000
              9,000
              -November
                  1998 for $.05 per share
              35,000
              35
              1,715
              -January
                  2001 for $.50 per share
              200,000
              200
              99,800
              -Net
                  loss for the period from inception to March 31, 2002
              -
              -
              -
              (89,120)**BALANCES,
                  March 31, 2002**
              2,235,000
              2,235
              110,515
              (89,120)Sale
                  of common stock in private placement:November
                  2002 at $.50 per share
              215,200
              215
              107,385
              -Net
                  loss
              -
              -
              -
              (121,766)**BALANCES,
                  March 31, 2003**
              2,450,200
              2,450
              217,900
              (210,886)Sale
                  of common stock in private placement:May
                  2003 at $.50 per share
              110,000
              110
              54,890
              -Net
                  loss
              -
              -
              -
              (42,701)**BALANCES,
                  March 31, 2004**
              2,560,200
              2,560
              272,790
              (253,587)Net
                  loss
              -
              -
              -
              (27,066)**BALANCES,
                March 31, 2005**
              2,560,200
              2,560
              272,790
              (280,653)Sale
                  of common stock in private placement:April
                  2005 at $.50 per share
              400,000
              400
              199,600
              -April
                  2005 at $.001 per share
              75,000
              75
              -
              -Shares
                issued for services rendered: April 2005 at $.50 per share
              20,000
              20
              9,980
              -Issuance
                costs for shares issued
              -
              -
              (3,924)
              -Net
                  loss
              -
              -
              -
              (113,596)**BALANCES, September
                  30, 2005 (Unaudited)**
              3,055,200
              $
                3,055
              $
                478,446
              (394,249)




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





**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**




Six Months 
                  Ended
                September 30,
                  2005
              Six Months
                  Ended
                September 30,
                  2004
              Year
                  Ended March 31, 2005
              Year
                  Ended
                March
                  31, 2004
              Period
                  From
                Inception
                (July
                  9, 1998)
                to
                  June 30, 2005(Unaudited)
              (Unaudited)
              (Audited)
              (Audited)
              (Unaudited)**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  income (loss)
              $
                  (113,596)
              $
                  (25,319)
              $
                  (27,066)
              $
                  (42,701)
              $
                  (394,249)Adjustments
                  to reconcile net income (loss) to net cash used in operating activities:Depreciation
                  and amortization
              390
              390
              1,558
              1,558
              4,064Bad
                  debt expense
              -
              -
              7,429
              -
              36,804Loss
                  of disposals of assets
              -
              -
              -
              -
              13,500Shares
                  issued for services
              10,000
              -
              -
              -
              10,000Decrease
                  (increase) in accounts receivable, net
              (40)
              25,395
              4,777
              (43,880)
              (71,858)Increase
                  in receivable from related parties
              (1,400)
              (6,100)
              (8,951)
              -
              (10,352)Increase
                  in pre-paid expenses
              (2,500)
              -
              -
              -
              (2,500)(Decrease)
                  increase in due to related party
              (11,422)
              -
              2,002
              (25)
              (8,027)Increase
                  in accounts payable and accrued expenses
              543
              2,709
              13,001
              33,566
              50,740Net
                  cash used in operating activities
              (118,025)
              (2,925)
              (7,250)
              (51,482)
              (371,878)**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Purchase
                  of other assets
              -
              -
              -
              -
              (3,500)Purchases
                  of property and equipment
              -
              -
              -
              -
              (16,037)Net
                  cash used in investing activities
              -
              -
              -
              -
              (19,537)**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Issuance
                  of common stock
              196,151
              -
              -
              55,000
              471,501**NET
                  INCREASE (DECREASE) IN CASH** **AND CASH
                  EQUIVALENTS**
              78,126
              (2,925)
              (7,250)
              3,518
              80,086**CASH
                  AND CASH EQUIVALENTS** , beginning of period
              1,960
              9,210
              9,210
              5,692
              -**CASH
                  AND CASH EQUIVALENTS** , end of period
              **$
                  80,086**
              **$
                  6,285**
              **$
                  1,960**
              **$
                  9,210**
              **$
                  80,086****SUPPLEMENTAL
                  DISCLOSURE OF NON-CASH INVESTING AND FINANCING
                  ACTIVITIES:**Write
                  off of software and cancellation of associated note payable
              **$ -**
              **$
                  -**
              **$
                  -**
              **$
                  50 000**
              **$
                  50 000**


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





**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





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








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




**Organization,
        Business and Going Concern**
 
 Express
        Systems Corporation (“Express”) was incorporated on July 9, 1998 in the state of
        Nevada and is currently in the development stage. The Company, through its
        subsidiary, is in the business of advertising on the internet and selling
        opt-in
        lead generation lists.
 
 The
        consolidated financial statements include the accounts of Express since the
        date
        of inception and its wholly-owned subsidiary, Masterlist International, Inc.
        (“Masterlist”) since the date of purchase (see Note 2) (collectively, the
“Company”). All significant intercompany balances and transactions have been
        eliminated in consolidation.
 
 The
        Company’s consolidated financial statements have been presented on the basis
        that it will continue as a going concern, which contemplates the realization
        of
        assets and the satisfaction of liabilities in the normal course of
        business.
 
 The
        Company remains dependent upon its ability to obtain outside financing either
        through the issuance of additional shares of its common stock or through
        borrowings until it achieves sustained profitability through increased sales
        and
        cost containment.
 
 The
        interim financial information as of and for the six months ended September
        30,
        2005 and 2004 are unaudited. In the opinion of management, all adjustments
        (consisting of normal recurring adjustments) considered necessary for a fair
        presentation have been included.
 
 **Cash
        and Cash Equivalents**
 
 All
        highly liquid investments purchased with an original maturity of three months
        or
        less are considered to be cash equivalents.
 
 **Accounts
        Receivable**
 
 The
        Company uses the allowance method of accounting for bad debts. At September
        30,
        2005, management believes all receivables are collectible by the
        Company.
 
 **Equipment
        and Software**
 
 The
        Company provides for depreciation and amortization of these assets using
        the
        straight-line method based on estimated useful lives of, generally, three
        to
        five years.




**Revenue
      Recognition**




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




F-6
 Main
          Index


**EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**
 **(Continued)**
 
  *NOTE
        1 -**ORGANIZATION,
        OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES**(continued)*


**Advertising**
 
 The
        Company expenses advertising costs as incurred.
 
 **Long-Lived
        Assets**
 
 The
        Company reviews its long-lived assets for impairment whenever changes in
        circumstances indicate that the carrying amount of an asset may not be
        recoverable. For purposes of evaluating the recoverability of long-lived
        assets,
        the recoverability test is performed using undiscounted net cash flows estimated
        to be generated by the asset.
 
 **Income
        Taxes**
 
 The
        Company accounts for income taxes in accordance with Statement of Financial
        Accounting Standards No. 109, "Accounting for Income Taxes". Under the asset
        and
        liability method of Statement 109, deferred tax assets and liabilities are
        recognized for the estimated future tax consequences attributable to differences
        between the financial statement carrying amounts of existing assets and
        liabilities and their respective tax bases. Deferred tax assets and liabilities
        are measured using enacted tax rates in effect for the year in which those
        temporary differences are expected to be recovered or settled. The Company
        files
        a consolidated income tax return on a calendar year basis, therefore the
        Company
        presents its income tax information as of December 31, 2005 (see Note
        5).
 
 **Use
        of Estimates**
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenue and expenses
        during
        the reporting period. Management believes that the estimates utilized in
        the
        preparation of the consolidated financial statements are prudent and reasonable.
        Actual results could differ from these estimates.





F-7
 Main
          Index
 **EXPRESS
          SYSTEMS CORPORATION**
 **AND
          SUBSIDIARY**
 **(A
          Development Stage Company)**
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**
 **(Continued)**
 
  *NOTE
          1 -**ORGANIZATION,
          OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES**(continued)*
 **Fair
          Value of Financial Instruments**
 
 Substantially
          all of the Company’s assets and liabilities, which include cash, trade accounts
          receivable, due from related parties, accounts payable and accrued liabilities
          and due to related parties, are carried at fair value or contracted amounts
          that
          approximate fair value. Estimates of fair value are made at a specific
          point in
          time, based on relative market information and information about the financial
          instrument, specifically, the value of the underlying financial instrument.
          Assets that are recorded at fair value consist largely of short-term
          receivables, which are carried at contracted amounts that approximate fair
          value. Similarly, the Company’s liabilities consist of short term liabilities
          recorded at contracted amounts that approximate fair value.
 
 **Net
          Loss Per Share of Common Stock**
 
 The
          Company computes net income (loss) per share in accordance with SFAS no.
          128,
“Earnings per Share” (SFAS 128). SFAS 128 requires presentation of both basic
          and diluted earnings per share (EPS) on the face of the income statement.
          Basic
          EPS is computed by dividing net income (loss) available to common shareholders
          (numerator) by the weighted average number of common shares outstanding
          (denominator) during the period. Diluted EPS gives effect to all dilutive
          potential common shares outstanding during the period including stock options,
          using the treasury stock method, and convertible preferred stock, using
          the
          if-converted method. In computing diluted EPS, the average stock price
          for the
          period is used in determining the number of shares assumed to be purchased
          from
          the exercise of stock options or warrants. Diluted EPS excludes all dilutive
          potential common shares if their effect is anti-dilutive.
 **Recent
          Accounting Pronouncements**
 
 In
          January 2003, the Financial Accounting Standards Board issued Interpretation
          No.
          46, “ *Consolidation
          of Variable Interest Entities* ,”
          (“FIN
          46”). The interpretation provides guidance for determining when a primary
          beneficiary should consolidate a variable interest entity, or equivalent
          structure that functions to support the activities of the primary beneficiary.
          The interpretation is effective as of the beginning of the first interim
          or
          annual reporting period beginning after September 15, 2003 for variable
          interest
          entities created before February 1, 2003. The adoption of this statement
          is not
          expected to impact the Company’s financial position, results of operations or
          cash flows.
  In
          May
          2003, SFAS 150, “Accounting for Certain Financial Instruments with
          Characteristics of both Liabilities and Equity”, was issued. This Statement
          establishes standards for how an issuer classifies and measures certain
          financial instruments with characteristics of both liabilities and equity.
          It
          requires that an issuer classify a financial instrument that is within
          its scope
          as a liability (or an asset in some circumstances). Many of those instruments
          were previously classified as equity. Generally, a financial instrument,
          whether
          in the form of shares or otherwise, that is mandatorily redeemable, i.e.
          that
          embodies an unconditional obligation requiring the issuer to redeem it
          by
          transferring its shares or assets at a specified or determinable date (or
          dates)
          or upon an event that is certain to occur, must be classified as a liability
          (or
  F-8
 Main
              Index
  **EXPRESS
          SYSTEMS CORPORATION**
 **AND
          SUBSIDIARY**
 **(A
          Development Stage Company)**
  **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**
 **(Continued)**
 
 **Recent
          Accounting Pronouncements (continued)**
  asset
          in
          some circumstances). In some cases, a financial instrument that is conditionally
          redeemable may also be subject to the same treatment. This Statement does
          not
          apply to features that are embedded in a financial instrument that is not
          a
          derivative (as defined) in its entirety. For public entities, this Statement
          is
          effective for financial instruments entered into or modified after May
          31, 2003.
          The adoption of SFAS 150 did not effect the Company’s financial position or
          results of operations.


The
        FASB
        issued Statement of Financial Accounting Standards No. 153 (SFAS 153),
“Exchanges of Non-Monetary Assets” as an amendment to Accounting Principles
        Board Opinion No. 29 (APB 29), “Accounting for Non-Monetary Transactions.” APB
        29 prescribes that exchanges of non-monetary transactions should be measured
        based on the fair value of the assets exchanged, while providing and exception
        for non-monetary exchanges of similar productive assets. SFAS 153 eliminates
        the
        exception provided in APB 29 and replaces it with a general exception for
        exchanges of non-monetary assets that do not have commercial substance. SFAS
        153
        is to be applied prospectively and is effective for all non-monetary asset
        exchanges occurring in fiscal periods beginning after June 15, 2005. The
        Company
        does not expect there to be any material effect on the Consolidated Financial
        Statements upon adoption of the new standard.
 
 The
        FASB
        issued SFAS 123(R), “Share-Based Payment,” a revision to SFAS 123, “Accounting
        for Stock-Based Compensation.” SFAS 123(R) eliminates the intrinsic value
        accounting option in APB Opinion 25, “Accounting for Stock Issued to Employees,”
        and generally requires the use of the fair-value based method of accounting
        for
        share based payment transactions with employees. In addition, the standard
        no
        longer permits entities to account for forfeitures as they occur but requires
        this amount to be estimated. SFAS 123(R) is effective for the reporting periods
        that begin after June 15, 2005 and may be applied under a modified prospective
        approach or a modified retrospective approach. The Company does not expect
        there
        to be any material impact on the Consolidated Financial Statements upon adoption
        of this revised standard under the modified prospective approach or the modified
        retrospective approach.
 
 In
        March
        2005, FASB issued Interpretation No. 47, “Accounting for Conditional Asset
        Retirement Obligations, and Interpretation of FASB Statement No. 143” (FIN No.
        47) which mainly clarifies the timing of the recording of certain asset
        retirement obligations required by FASB Statement No. 143, “Accounting for Asset
        Retirement Obligations.” The provisions of FIN are effective to fiscal years
        ending after December 15, 2005. The Company believes that the implementation
        of
        FIN No. 47 will not have a material impact on consolidated results of
        operations, financial position or liquidity.
 
 
 **NOTE
        2 -**  **BUSINESS
        ACQUISITION**
 
 In
        October 2002, prior to Mr. Bauer becoming a director of Express, Express
        loaned
        $25,000 to Blackstone Holding Corp. (“Blackstone”), an inactive Nevada company
        that Mr. Bauer was president and director.   Blackstone was
        also the sole shareholder of Masterlist. In November 2002, Blackstone
        transferred all of the outstanding common stock of Masterlist to Express
        in
        consideration for the forgiveness of the loan. The acquisition was accounted
        for
        under the purchase method of accounting. Masterlist was incorporated in November
        2002, and had no assets, liabilities or operations at the time of the
        acquisition.




F-9
 Main
          Index




**EXPRESS
      SYSTEMS CORPORATION**


**AND
      SUBSIDIARY**


**(A
      Development Stage Company)**





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


**(Continued)**





NOTE
        3-SHAREHOLDERS’
        EQUITY (DEFICIENCY)
 
 The
        authorized capital stock of the Company consists of 25,000,000 shares of
        $.001
        par value voting common stock.
 
 In
        July
        1998, the Company issued 1,000,000 shares to its founders for
        $1,000.
 
 The
        Company has sold common shares under private offering memorandums. In November
        1998, the Company sold 1,000,000 shares of common stock for $.01 per share,
        and
        received proceeds of $10,000. Also in November 1998, the Company sold 35,000
        shares of common stock for $.05 per share, and received proceeds of $1,750.
        In
        January 2001, the Company sold 200,000 shares of common stock for $.50 per
        share, and received proceeds of $100,000. In November 2002, the Company sold
        215,200 shares of common stock for $.50 per share, and received proceeds
        of
        $107,600. In May 2003, the Company sold 110,000 shares of common stock at
        $.50
        per share, and received proceeds of $55,000. In April 2005, the Company sold
        400,000 shares of common stock at $.50 per share, and received proceeds of
        $200,000. In April 2005, the Company sold 75,000 shares of common stock at
        $.001
        per share, and received proceeds of $75 from the Company’s directors and the
        Company issued 20,000 shares of common stock at $0.50 per share for
        services valued at $10,000.
 
 
 NOTE
        4-RELATED
        PARTY TRANSACTIONS
 
 A
        shareholder of the Company or a company controlled by a shareholder has advanced
        money to the Company for operating expenses. The amount owed by the Company
        as
        at March 31, 2005 and 2004 and the six months ended September 30, 2005 and
        2004
        was $12,814, $10,811, $1,392 and $10,811 respectively. The amounts are
        non-interest bearing and have no due dates.
 
 During
        the years ended March 31, 2005 and 2004 and the six months ended September
        30,
        2005 and 2004, the Company paid consulting and management fees to an officer,
        shareholders and entities related to shareholders of the Company of $50,615,
        $88,935, $33,945 and $32,485 respectively. In addition, during the year ended
        March 31, 2005, the Company paid a shareholder $5,500 for the use of office
        space.
 
 During
        the year ended March 31, 2005, the Company has advanced monies to companies
        controlled by a shareholder of the Company. Services have been performed
        for the
        companies controlled by a shareholder for whom amounts are outstanding. As
        at
        March 31, 2005, the amount owed to the Company by related parties was $8,952
        (2004 - $nil). As at September 30, 2005 the amount due from related parties
        is
        $10,352.




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**EXPRESS
        SYSTEMS CORPORATION**
 **AND
        SUBSIDIARY**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**
 **(Concluded)**




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




NOTE
      6- MAJOR
      CUSTOMERS AND CONCENTRATION OF CREDIT RISK





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





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






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







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




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




OVERVIEW




Our
        main
        goal is to generate revenue by generating lists of opt-in leads to be sold
        both
        on a wholesale and retail basis to buyers of the leads. An opt-in lead consists,
        as a minimum, an e-mail address of an individual that requests more information
        on a product we are advertising for our customers. To be an opt-in name,
        the
        individual had to have responded to an advertisement posted on a web site
        on the
        world wide web that they found. None of our leads would come from unsolicited
        commercial e-mail also known as "spam".
  Spam
        has
        become a very serious issue industry-wide in generating leads on the Internet.
        There may also be legislation introduced that severally penalizes companies
        involved in Spam. We do not generate any of our leads through the sending
        of
        unsolicited commercial e-mail. All of our leads are generated from single
        or
        double opt-in requests.
  We
        believe that the Internet is, in effect, a borderless environment for the
        most
        part. Obviously, each user must respect the local laws of where they advertise
        their products. But we feel that we can locate our operations in the most
        favorable business locations for our operations without compromising the
        effectiveness of our advertising. For example, though our main business is
        located in the United States, our biggest customer is a Swiss company.
        Furthermore, to maintain the least expensive operating costs offset against
        our
        technical needs, our servers are maintained in Canada. To try and maintain
        and
        control costs, we subcontract out some of our technical work. To do this
        subcontract work, we post our jobs that need to be completed on various Internet
        sites where contractors bid for the work. We have had some of our technical
        work
        completed for us in India, Untied States, Canada and the Philippines.
  Our
        main
        areas we are concentrating on now are double opt-in leads of people wanting
        financial information and stock market newsletters. We also plan to manage
        our
        customers’ databases and distribute their newsletters on a third party basis. We
        currently have one customer using this service we provide. We do not have
        any
        editorial input into the newsletters that we distribute or that we will
        distribute in the future. Our third area we have recently entered to generate
        revenue is the filing of SEC documents on Edgar for third parties. We have
        generated approximately $339,208 in total revenue since starting our current
        business through to September 30, 2005
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  There
        are
        many other types of markets for us to collect leads for. For example, we
        believe
        there is a large market for leads to be sold for debt consolidation, mortgages,
        health care, insurance and credit cards. We have not done any marketing into
        these areas but as capital becomes available we intend to pursue these areas
        of
        interest to generate additional lead business and potential additional revenue.
  We
        feel
        that with the universal access to the internet, there is a market for us
        to sell
        leads for various services over the internet. We feel that individuals are
        becoming more sophisticated in their decision making process augmented by
        research done on the web. This active research done by individuals creates
        a
        demand for companies to fill the need of the research. Our job will be to
        put
        these two factions together by first collecting the names of people seeking
        a
        service and selling those names to the people 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. We expect the upward
        trend of number and expediency of filings to continue.
  Our
        Company earns revenue in several ways. Our largest generator of revenue is
        from
        the selling of leads. We advertise key words on search engines such as Google.
        When a person clicks on our advertising we are charged a fee by the search
        engine. The fee we pay is usually between $.10 and $.40 per click. This type
        of
        advertising is quite commonly called "pay per click" advertising. When a
        person
        clicks on our advertising site it takes them to a form where they can sign
        up
        for a news letter we are advertising. When a person signs up for that newsletter
        that generates a lead for which we sell to our customer. Generally, these
        leads
        are sold for $5.00 each. Our gross profit is generated by the difference
        at
        which we sell our leads ($5.00) to the cost of generating that lead. On average
        it takes about 10 clicks on our advertising site to generate one saleable
        lead.
        Therefore our gross profit margin is between $1.00 and $4.00, depending on
        how
        much we are charged by the search engine per click.
  In
        the
        development of our Company so far, we have not had sufficient capital to
        undertake studies for the effectiveness of our business strategy and model.
        The
        key performance indicators have been based mostly on the income statement
        of the
        subsidiary. That is, we have generated sales with reasonable gross margins
        for
        the subsidiary to operate as a stand alone business. Due to the costs of
        running
        a public company, overall, we have lost money. Another performance indicator
        is
        revenue generated for our customers through the sale of news letters. Management
        is currently working with our customers to improve the advertising and key
        word
        positioning to maximize customers' success for attracting subscribers. We
        cannot
        control the content of the news letter, which, in the end, is the ultimate
        success of our customers. The generation of leads for them is only the means
        to
        the end. Our customers need to provide a quality, sellable product. If not,
        they
        will not stay in business and we will lose a customer. As our business model
        develops, the sustainability of the customer news letters will be one of
        our
        performance indicators. We will need to track the correlation between success
        of
        the news letter and the amount of advertising they generate. Our Management
        should then be able to ascertain which will be sustainable long term customers
        and try to solicit more of the same type of businesses to ensure continued
        growth.
 
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  We
        are
        currently only selling leads for the generation of financial news letters.
        We
        currently have one major customer for this sector of our business, which
        has
        generated about 83% of our revenue for the twelve month period ended March
        31,
        2005 and 90% of our revenue for the six month period ended September 30,
        2005.
        Their financial newsletter is a daily commentary on current economic trends,
        a
        technical analysis of the market and buy and sell recommendations for both
        a
        long term and short term trading strategy. This client has advised us that
        they
        are not required under either U.S. or Swiss Securities laws to register as
        an
        investment advisor since they are only republishing information from other
        publicly available sources. We accept only cash payments from all of our
        customers. We do not take securities as payment for our services.
  A
        concentration of business in one customer brings a certain amount of risk
        to our
        Company as the loss of this customer would dramatically affect our business.
        We
        are expecting to expand our business by advertising our services on the
        internet. It is a major part of our business plan to expand the news letter
        business, not only in the financial area but in other areas as well, such
        as
        health and travel. There is significant competition, though, for this type
        of
        business with several large companies providing these services to people.
        To
        expand in the market we will try to stay competitive with the price of the
        leads
        we sell and by providing a flawless service of distributing the news letter.
        Our
        challenge will be to try to keep our service level as high as possible with
        the
        limited resources we have. Our business can be very technical and having
        qualified employees to manage the systems can be very expensive. This is
        one of
        the reasons we have not been able to expand our business, as we want to be
        able
        to provide our customers with the maximum amount of customer service and
        we do
        not have the employee base to meet this level of service yet. Over the next
        twelve months we have no plans to add additional employees to meet these
        technical requirements of the business.
  Over
        the
        long term, we believe that the internet is a growing medium and that more
        and
        more people will be using the internet for all types of research. We do not
        plan
        to exclusively market financial newsletters. We believe that there are other
        markets available in other areas of the economy. One particular area where
        we
        think long term growth will occur is in the health sector. As the baby boomers
        age, we believe that there will be more interest in the health and medical
        issues.
  We
        do not
        think that short term business cycles will affect our company in either a
        positive or negative way. We feel 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.
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  Our
        biggest challenge for success will be to obtain the necessary capital to
        expand
        our advertising base and to hire the additional employees that have the
        technical expertise to provide the customer service that will make us stand
        out
        from the competition. If we cannot expand our advertising base and attract
        more
        customers, our ability to maintain operations would be unlikely.
 
 As
        we
        currently have a concentration of revenue with one customer, the loss of
        that
        customer would be extremely detrimental to the survival of the Company. We
        currently have a good relationship with our customers. The financial success
        of
        a financial news letter is heavily dependent upon their investment track
        record.
        In today’s uncertain geo-political world there is a great risk for extreme
        market swings, which could easily detrimentally affect the customer’s investment
        track record. If our customers lose their revenue, they would not be in a
        position to buy advertising and leads from us.
  Currently,
        we have limited funds to maintain our business until additional funds can
        be
        raised. We intend to continue operations from cash flows obtained from the
        sale
        of leads, management of databases, website management and EDGAR filings and
        from
        current working capital received from our recent financing. There can be
        no
        assurance given, though, that this cash flow will be enough to sustain
        operations until additional funds can be raised.
  As
        a
        result of our incurring continuing losses since inception and other
        factors, our independent certified public accountants **** have
        included an explanatory paragraph in their report on our financial statements,
        regarding having substantial doubt about our ability to continue as a going
        concern. In the event that we are unable to raise additional capital or generate
        sufficient revenue to meet our current liabilities, we may have to shut down
        our
        business operations.
  RESULTS
        OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2005 COMPARED TO THE YEAR ENDED
        MARCH
        31, 2004 AND THE SIX MONTH PERIOD ENDED SEPTEBMER 30, 2005 COMPARED TO SEPTEMBER
        30, 2004
 
 For
          the
          year ended March 31, 2004, we had revenues of $161,998, as compared to
          revenues
          of $89,037 for the year ended March 31, 2005, a decrease of $72,961 or
          45%. This
          decrease is attributable to a decrease in leads purchased by our main customers.
          The decrease in revenue can also be attributed to the slow down in additional
          services we are providing our customers such as database management, website
          management and EDGAR filing services. Our inability to fund additional
          advertising until recently has effected our ability to attract additional
          customers with our limited advertising budget. For the six month period
          ended
          September 30, 2005 we had revenues of $15,643, as compared to revenues
          of
          $37,510 for the six months ended September 30, 2004, a decrease of $21,867
          or
          58%. This decrease is attributable to a decrease in leads purchased by
          our main
          customers. The decrease in revenue can also be attributed to the slow down
          in
          additional services we are providing our customers such as database management,
          website management and EDGAR filing services. Our inability to fund additional
          advertising until recently has effected our ability to attract additional
          customers with our limited advertising budget.
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  For
          the
          year ended March 31, 2004, we had operating expenses of $204,709, compared
          to
          $116,103 for the year ended March 31, 2005, a decrease of $88,606 or 43%.
          This
          decrease is primarily attributable to better control of costs and a reduction
          of
          legal fees that were incurred as a result of a decrease in registration
          filings
          in the 2005 fiscal year. As well there was a decreased business operations
          eliminating costs which were incurred in the year ended March 31, 2004. 
          Management made a strong effort to control its costs in the period ended
          March
          2005 to conserve capital. For the six month period ended Sepetember 30,
          2005, we
          had operating expenses of $129,239, compared to $62,829 for the 6 month
          period
          ended September 30, 2004, an increase of $66,410 or 106%. The large increase
          can
          be attributed to large increase in professional fees associated with our
          audit
          and on going legal expenses and a large increase in G&A as we try to expand
          our business.
 
 For
          the
          year ended March 31 2004 we had a net loss of $42,701, compared to a net
          loss of
          $27,066 for the year ended March 31, 2005, a decrease of $15,635 or 37%.
          Although we encountered a decrease is primarily attributable to the decrease
          in
          revenues that were generated from the distribution of third party newsletters,
          such decrease in revenue was offset by lower variable costs of operation.
          For
          the 6 month period ended September 30, 2005 we had a net loss of $113,596,
          compared to a loss of $25,319 for the six months ended September 30, 2004
          an
          increase of $88,277 or 349%. This increase in net loss can be attributed
          to
          fewer sales generated in the period offset by the higher costs of trying
          to
          expand the business.
 
  LIQUIDITY
        AND CAPITAL RESOURCES
  As
          of
          March 31, 2005, we had $1,960 cash-on-hand compared to $9,210 as of March
          31,
          2004, a decrease of $7,250 or 79%.  The decrease can be attributed
          to our
          inability to generate profits from operations and using cash to maintain
          operations.  As of March 31, 2005, our total current assets were
          less than
          our current liabilities by $7,666. Our current ratio (current assets
          to
          current liabilities ratio) for the 1 year period ended March 31, 2005 was
          0.86.
          As of September 30, 2005 we had $80,086 cash on hand compared to $1,960
          for the
          year ended March 31, 2005. This is an increase of approximately $78,126
          or
          3,986%. This increase can be attributed to our closing of the offering
          of
          equity. Our current ratio for the six month period ended September 30,
          2005 was
          3.0. We currently still have limited funds to maintain our business. Until
          we do
          raise additional funds we intend to continue operations from cash flow
          from the
          sale of leads, management of databases, website management and EDGAR filings
          and
          from current working capital. There can be no assurance given, though,
          that this
          cash flow and working capital will be enough to sustain operations until
          additional funds can be raised.
  We
          will
          also try to manage our costs to ensure that the cash flow from operations
          will
          allow us to maintain our business. This effort, however, may effect our
          ability
          to attract new customers and even maintain existing customers if we cannot
          provide them with adequate services. We have 25,000,000 shares of
          common
          stock, $0.001 par value authorized. Prior to this filing, we have raised
          all
          funds through private placements. In July, 1998, we issued 1,000,000 shares
          of
          common stock to G.M Capital Partners, Ltd. for $1,000. In November 1998
          we sold
          1,000,000 shares of common stock to eight investors for $10,000. In November
          1998 we also sold 35,000 shares of common stock for proceeds of $1,750.
          In
          January 2001, we sold 200,000 shares of common stock for proceeds of $100,000.
          In December 2002 we sold 215,200 shares of commons stock for proceeds of
          $107,600. In April 2005 we sold 400,000 shares of common stock for proceeds
          of
          $200,000. In April 2005, we also issued 75,000 shares at $.001 to directors
          for
          services. In June 2005 we issued 20,000 shares at a deemed value of $.50
          per
          share for services valued at $10,000.
  5
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  Related
        Party Transactions
 
 During
        the past two years, we have not entered into a transaction with a value in
        excess of $60,000 with a director, officer or beneficial owner of 5% or more
        of
        Express’ capital stock.
  During
        the year ended March 31, 2002, Express advanced $12,000 to its former President
        and shareholder, Mr. Philip Fox, interest free. During the year ended March
        31,
        2003, the loan was charged as a consulting expense as Mr. Fox continued to
        work
        for us but did not collect any monthly fees.
  A
        shareholder of the Company or a company controlled by a shareholder has advanced
        money to the Company for operating expenses. The amount owed by the Company
        at
        during the years ended March 31, 2005 and 2004 and the six months ended
        September 30, 2005 and 2004 was $12,814, $10,811, $1,392 and $10,811
        respectively. The amounts are non-interest bearing and have no due dates.
 
 During
        the years ended March 31, 2005 and 2004 and the six months ended September
        30,
        2005 and 2004, the Company paid consulting and management fees to an officer,
        shareholders and entities related to shareholders of the Company of $50,615,
        $88,935, $33,945 and $32,485 respectively. In addition, during the year ended
        March 31, 2005, the Company paid a shareholder $5,500 for the use of office
        space.
 
 During
        the year ended March 31, 2005, the Company has advanced monies to companies
        controlled by a shareholder of the Company. Services have been performed
        for the
        companies controlled by a shareholder for whom amounts are outstanding. At
        March
        31, 2005, the amount owed to the Company by related parties was $8,952 (2004
        -
        $nil). In addition, during the year ended March 31, 2005, the Company paid
        a
        shareholder $5,500 for the use of office space.
  Working
        Capital
  We
        had
        net working capital of $(7,666) at March 31, 2005, as compared to net working
        capital of $17,842 at March 31, 2004, a decrease of $25,508 or 142%. The
        decrease in working capital was the result of our continued inability to
        generate positive cash flow from operations.  We had working capital
        of
        $85,279 for the six month period ended September 30, 2005 compared to $(7,666)
        for the year ended March 31, 2005, an increase of $92,945. This increase
        can be
        attributed to the closing of our equity offering of $200,000 in April
        2005.  We still do not have sufficient working capital to maintain
        operations at a profitable level and are dependent upon cash flow from
        operations and the raising of additional capital to keep our operation going.
        We
        believe that the recent closing of our equity offering has given us sufficient
        capital to implement our business plan for the next 12 months. To maintain
        operations, though, even at a minimal level, we could not afford to lose
        any
        customers and the assumption that we can maintain operations through cash
        flow
        includes the assumption we will maintain all of our current customers. We
        are in
        the development stage and the following items could be used to assess our
        liquidity.
  6
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  Cash
        Flow from Operating Activities
  Net
        cash
        used in operating activities for the years ended March 31, 2005 and 2004
        was
        $7,250 and $51,482 respectively, a decrease of $44,232 or 86%. The decrease
        is
        attributable to our slow down in business activity after implementing the
        opt-in
        lead program in December 2002.  Net cash used in operating activities
        for
        the six month period ended September 30, 2005 and 2004 was $118,025 and $2,925
        an increase of $115,100 or 3,935%. This increase is attributed to the lower
        sales generated and increased professional costs from our recent offering
        of
        equity and year end audit.  We believe we should be able to generate
        more
        revenue from sales of leads and continue to use less cash in operations.
        As we
        do have a concentration of revenue from one customer, it is important for
        us to
        attract additional customers to ensure as steady and growing cash flow to
        fund
        ongoing operations. The loss of this customer prior to finding additional
        customers would be materially adverse to the business.
 
 Cash
        Flow from Investing Activities
 
 There
        was
        no cash flow from investing activities for the fiscal year ended March 31,
        2005
        and 2004, and for the six month period ended September 30, 2005 and
        2004.
 
 Cash
        Flow from Financing Activities
 
 Net
          cash
          provided by financing activities for the year ended March 31, 2005 was
          $0 as
          compared to $55,000 for the year ended March 31, 2004. The decrease is
          attributable to fewer common shares issued in fiscal year 2005 then in
          fiscal
          year 2004.  For the six month period ended September 30, 2005 and
          2004 the
          cash flow from financing activities was $196,151 and $0 respectively. The
          cash
          flow from financing activities in 2005 was from the sale of securities.
          There
          were no corresponding cash flows from investing activities in the six month
          period ended September 30, 2004 as no securities were sold.
  We
          may
          require additional funds to implement our growth strategy in our lead generation
          business. These funds may be raised through equity financing, debt financing,
          or
          other sources, which may result in further dilution in the equity ownership
          of
          our shares. There is still no assurance that we will be able to maintain
          operations at a level sufficient for an investor to obtain a return on
          his
          investment in our common stock. Further, we may continue to be
          unprofitable.
  To
          date
          we have raised most of our funds through equity placements pursuant to
          Regulation S and Regulation D, Rule 504 of the Securities Act of 1933,
          as
          amended. Most of this capital was used to start an internet gaming business.
          The
          company we purchased our license
  7
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  from
            subsequently went out of business and as a result we abandoned that strategy.
            In
            November 2002, we raised approximately $107,000 to fund our initial lead
            generation business. Of such funds raised, $25,000 was used to acquire
            the
            technology for our business. The balance has been used for operating
            costs and
            initial start up of the business. In May 2003, the Company raised approximately
            $55,000 to fund continuing business operations. Recently, we have been
            operating
            mainly on the cash flow from our business but can provide no assurance
            that we
            may be able to continue to do so. Our sale of leads has dropped off
            significantly over the last 12 months, as we have been unable to attract
            any new
            customers. Our web site management business 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
            months but due to a lack of funds, we have not been able to advertise
            our
            services on a consistent basis and rely on our personal contacts in the
            public
            market to generate business.
  We
          have
          suffered recurring losses from operations and have net working capital
          of
          $85,279 as of September 30, 2005, which raises substantial concern regarding
          our
          ability to continue as a going concern.
  A
          key
          component to our strategy will be the implementation of a marketing plan
          to
          promote our web site. We continue to spend up to $50,000 on the marketing
          strategy using Internet marketing programs to capture and retain customers.
          The
          spending of these funds is being equally spread over a 12 month period.
          The
          remaining working capital funds will be used mainly to pay wages, a monthly
          management fee of $1,000 to the President, to pay ongoing legal and accounting
          expenses and monthly general office expenses for such things as postage,
          courier, and telephones.
 
 Our
          functional currency is the United States Dollar and our consolidated financial
          statements are reported in United States Dollars unless otherwise stated.
  *New
          Accounting Pronouncements*
  In
          April 2002, the Financial Accounting Standards Board ("FASB") issued
          SFAS
          No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
          Amendment
          of FASB Statement No. 13, and Technical Corrections." Such standard
          requires any gain or loss on extinguishments of debt to be presented as
          a
          component of continuing operations (unless specific criteria are met) whereas
          SFAS No. 4 required that such gains and losses be classified as
          an
          extraordinary item in determining net income. Upon adoption of SFAS
          No. 145, we will reclassify any extraordinary gains and losses on
          the
          extinguishments of debt recorded in prior periods to continuing operations.
          The
          adoption of SFAS 145 did not have a material effect on our financial position
          or
          results of operations.
  On
          December 31, 2002, the FASB issued SFAS No. 148, "Accounting
          for
          Stock-Based Compensation--Transition and Disclosure." This standard amends
          SFAS
          No. 123, "Accounting for Stock-Based Compensation," to provide alternative
          methods of transition for a voluntary change to the fair value based method
          of
          accounting for stock-based employee compensation. This standard also requires
          prominent disclosures in both annual and interim financial statements
  8
 Main
              Index
  about
            the
            method of accounting for stock-based employee compensation and the effect
            of the
            method used on reported results. The disclosure requirements of SFAS
            No. 148 are
            required to be included in the summary of significant accounting policies.
  In
          May
          2003, SFAS 150, "Accounting for Certain Financial Instruments with
          Characteristics of both Liabilities and Equity", was issued. This Statement
          establishes standards for how an issuer classifies and measures certain
          financial instruments with characteristics of both liabilities and equity.
          It
          requires that an issuer classify a financial instrument that is within
          its scope
          as a liability (or an asset in some circumstances). Many of those instruments
          were previously classified as equity. Generally, a financial instrument,
          whether
          in the form of shares or otherwise, that is mandatory redeemable, i.e.
          that
          embodies an unconditional obligation requiring the issuer to redeem it
          by
          transferring its shares or assets at a specified or determinable date (or
          dates)
          or upon an event that is certain to occur, must be classified as a liability
          (or
          asset in some circumstances). In some cases, a financial instrument that
          is
          conditionally redeemable may also be subject to the same treatment. This
          Statement does not apply to features that are embedded in a financial instrument
          that is not a derivative (as defined) in its entirety. For public entities,
          this
          Statement is effective for financial instruments entered into or modified
          after
          May 31, 2003. The adoption of SFAS 150 did not effect the Company's financial
          position or results of operations.
  *Application
          of Critical Accounting Policies*
  Our
          financial statements and accompanying notes are prepared in accordance
          with
          generally accepted accounting principles in the United States. Preparing
          financial statements requires management to make estimates and assumptions
          that
          affect the reported amounts of assets, liabilities, revenue, and expenses.
          These
          estimates and assumptions are affected by management’s application of accounting
          policies. We believe that understanding the basis and nature of the estimates
          and assumptions involved with the following aspects of our consolidated
          financial statements is critical to an understanding of our
          financials.
  We
          consider all highly liquid investments with an original maturity of three
          months
          or less to be cash equivalents.
  Statement
          of Financial Accounting Standards No. 123, "Accounting for Stock-Based
          Compensation" ("SFAS 123"), encourages, but does not require, companies
          to
          record compensation cost for stock-based employee compensation plans at
          fair
          value. We have chosen to account for stock-based compensation Accounting
          Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
          ("APB25") and have adopted the disclosure only provisions of SFAS 123.
          Accordingly, compensation for stock options is measured as the excess,
          if any,
          of the quoted market price of our stock at the date of grant over the amount
          an
          employee is required to pay for the stock.
  We
          account for stock-based compensation issued to non-employees and consultants
          in
          accordance with the provisions of SFAS 123 and the Emerging Issues Task
          Force
          consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments
          that are issued to Other Than Employees for Acquiring or in Conjunction
          with
          Selling Goods or Services".
  9
 Main
              Index
  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.
  10
 Main
            Index




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




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


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




11
 Main
          Index


**INDEX
      TO EXHIBITS**




**Exhibit
                    No**
                **Identification
                    of Exhibit**31.1
                Certification
                    of Principal Executive
                    Officer31.2
                Certification
                    of Chief Financial
                    Officer32.1
                Certification
                      of Chief Executive
                      Officer32.2
                Certification of
                      Principal Financial
                      Officer







**SIGNATURES**





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




Dated: November  2, 2005
              **Express Systems
                  Corporation**
                
                /s/ Randle Barrington-Foote
                Randle
                    Barrington-Foote
                  President,
                    CEO,and DirectorDated: November 2, 2005
              /s/
                  Richard Brown
                Richard
                    Brown
                  Principal
                    Accounting Officer, Principal
                  Financial
                    Officer and
                    Director


12