UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-K/A
                                (Amendment No. 2)
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    For the fiscal year ended March 31, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    For the transition period from ______________ to________________

                        Commission file number 333-151212

                                 E-DISPATCH INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                                74-3232809
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

800 Bellevue Way, Suite 400, Bellevue, WA                           98004
(Address of principal executive offices)                          (Zip Code)

                                 (425) 646-2391
              (Registrant's telephone number, including area code)

              Securities registered under Section 12(b) of the Act:

      None                                                  N/A
Title of each class                    Name of each exchange on which registered

              Securities registered under Section 12(g) of the Act:

                         Common Stock, $0.001 par value
                                (Title of class)

Indicate by checkmark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act. Yes [ ] No [X]

Indicate by checkmark whether the registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated Filer [ ]
Non-accelerated filer   [ ]                        Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [X] No [ ]

The aggregate market value of voting and non-voting common equity held by
non-affiliates as of September 30, 2008 was approximately $40,000 based upon
800,000 shares held by non-affiliates and a closing market price of $0.05 per
share on September 30, 2008.

As of July 2, 2009, there were 1,840,000 shares of common stock issued and
outstanding.
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Explanatory Note                                                             3

                                     PART II

Item 9A. Controls and Procedures                                             4

                                     PART IV

Item 15. Exhibits                                                            7

Signatures                                                                   8


                                       2
<PAGE>
                                EXPLANATORY NOTE

     This Amendment No. 2 on Form 10-K/A (this "Amendment") amends the Annual
Report on Form 10-K of E-Dispatch Inc. (the "Company") for the fiscal year ended
March 31, 2009, originally filed with the Securities and Exchange Commission
(the "SEC") on July 13, 2009 (the "Original Filing"). We are filing this
Amendment for the purpose of providing the information required by Item 9A to
Part II to Form 10-K. Further, in connection with the filing of this Amendment
and pursuant to the rules of the SEC, we are including certain currently dated
certifications with this Amendment.

     Except as expressly set forth in this Amendment, we are not amending any
other part of the Original Filing. This Amendment continues to speak as of the
date of the Original Filing, and does not reflect events occurring after the
filing of the Original Filing or modify or update any related or other
disclosures unless expressly noted otherwise. Accordingly, this Amendment should
be read in conjunction with the Original Filing and with our other filings made
with the Securities and Exchange Commission subsequent to the filing of the
Original Filing, including any amendments to those filings. The filing of this
Amendment shall not be deemed an admission that the Original Filing when made
included any untrue statement of a material fact or omitted to state a material
fact necessary to make a statement not misleading.


                                       3
<PAGE>
                                     PART II

ITEM 9A. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

     Disclosure controls and procedures are the controls and other procedures
that are designed to provide reasonable assurance that information required to
be disclosed by the issuer in the reports that it files or submits under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including the principal executive and principal
financial officer, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure. Any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.

     We have carried out an evaluation, under the supervision and with the
participation of our principal executive officer and principal financial
officer, of the effectiveness of our disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of
the fiscal year covered by this Annual Report.

     Based on that evaluation, our principal executive officer and principal
financial officer have concluded that except as noted below in our management's
report, the Company's disclosure controls and procedures were effective as of
the end of the fiscal year covered by this Annual Report on Form 10-K.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officers and effected by the company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:

     -    Pertain to the maintenance of records that in reasonable detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the company;

     -    Provide reasonable assurance that transactions are recorded as
          necessary to permit preparation of financial statements in accordance
          with accounting principles generally accepted in the United States of
          America and that receipts and expenditures of the company are being
          made only in accordance with authorizations of management and
          directors of the company; and

                                       4
<PAGE>
     -    Provide reasonable assurance regarding prevention or timely detection
          of unauthorized acquisition, use or disposition of the company's
          assets that could have a material effect on the financial statements.

     Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

     As of March 31, 2009 the Company's principal executive officer and
principal financial officer assessed the effectiveness of our internal control
over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments. Based on that
evaluation, he concluded that, during the period covered by this report, such
internal controls and procedures were not effective to detect the inappropriate
application of US GAAP rules as more fully described below. This was due to
deficiencies that existed in the design or operation of our internal controls
over financial reporting that adversely affected our internal controls and that
may be considered to be material weaknesses.

     The matters involving internal controls and procedures that our principal
executive officer and principal financial officer considered to be material
weaknesses under the standards of the Public Company Accounting Oversight Board
were: (1) lack of a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures; (2) inadequate
segregation of duties consistent with control objectives; and (3) ineffective
controls over period end financial disclosure and reporting processes. The
aforementioned material weaknesses were identified by our principal executive
officer and principal financial officer in connection with the audit of our
financial statements as of March 31, 2009.

     Our principal executive officer and principal financial officer believes
that the material weaknesses set forth in items (2) and (3) above did not have
an effect on our financial results. However, our principal executive officer and
principal financial officer believes that the lack of a functioning audit
committee and the lack of a majority of outside directors on our board of
directors results in ineffective oversight in the establishment and monitoring
of required internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.

     This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the SEC that
permit the Company to provide only the management's report in this annual
report.

                                       5
<PAGE>
MANAGEMENT'S REMEDIATION INITIATIVES

     In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:

     We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us. And, we
plan to appoint one or more outside directors to our board of directors who
shall be appointed to an audit committee resulting in a fully functioning audit
committee who will undertake the oversight in the establishment and monitoring
of required internal controls and procedures such as reviewing and approving
estimates and assumptions made by management when funds are available to us.

     Management believes that the appointment of one or more outside directors,
who shall be appointed to a fully functioning audit committee, will remedy the
lack of a functioning audit committee and a lack of a majority of outside
directors on our Board.

     We anticipate that these initiatives will be at least partially, if not
fully, implemented by December 31, 2009. Additionally, we plan to test our
updated controls and remediate our deficiencies by December 31, 2009.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

     There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

                                       6
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit                      Description
-------                      -----------

   3.1         Articles of Incorporation of Registrant *

   3.2         Bylaws of Registrant *

  31.1         Certification of Roderick Macutay

  32.1         Certification of Roderick Macutay

----------
*    Attached as an exhibit to our Registration Statement on Form S-1 originally
     filed with the SEC on July 16, 2008, and incorporated herein by reference.


                                       7
<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                            E-DISPATCH INC.


                            By: /s/ Roderick Macutay
                                ------------------------------------------------
                                Roderick Macutay
                                President, Treasurer, and Director
                                (Principal Executive and Principal Financial and
                                Accounting Officer)

                                December 10, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated.

<TABLE>
<CAPTION>
     Signatures                                    Title                             Date
     ----------                                    -----                             ----
<S>                                  <C>                                        <C>


/s/ Roderick Macutay                 President, Treasurer and Director          December 10, 2009
-------------------------------      (Principal Executive and Principal
Roderick Macutay                     Financial and Accounting Officer)



/s/ Tina Suava                       Secretary and Director                     December 10, 2009
-------------------------------
Tina Suava
</TABLE>


                                       8