UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB

(Mark one)

[X]  Annual Report Under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934

For the fiscal year ended: September 30, 2007

[_]  Transition Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

For the transition period from ______________ to _____________

Commission File Number: 0-11596

                              ExperTelligence, Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

        Nevada                                            95-3506403
----------------------------------------       ---------------------------------
(State of incorporation)                           (IRS Employer ID Number)

                                 83 Stanley Road
                                  UN 1 Box 103
                         RR6 Woodville, Ontario K0M 2T0
        -----------------------------------------------------------------
                    (Address of principal executive offices)

                                 (416) 554-6546
        -----------------------------------------------------------------
                           (Issuer's telephone number)

                                      N/A
        -----------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


Securities registered under Section 12 (b) of the Exchange Act - None

Securities  registered under Section 12(g) of the Exchange Act: - Common Stock -
$0.0001 par value

---------------------------
Check  whether  the issuer  has (1) filed all  reports  required  to be files by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [_]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Company's knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [_]

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

The issuer's revenues for the fiscal year ended September 30, 2007 were $-0-.

The aggregate market value of voting common equity held by  non-affiliates as of
September  30,  2007 was  approximately  $-0-,  as there  is no  active  trading
available for the Registrant's equity securities.

As of September 30, 2007,  there were  20,463,023  shares of Common Stock issued
and  outstanding.  On November  19, 2007,  the Company  completed a split of its
shares resulting in issued and outstanding as of that date of 104,659.

Transitional Small Business Disclosure Format : Yes [_]   No [X]


<PAGE>



                  Caution Regarding Forward-Looking Information

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.









<PAGE>


                              ExperTelligence, Inc.

                                Index to Contents

                                                                            Page
Part I

Item 1  Description of Business                                                4
Item 2  Description of Property                                               16
Item 3  Legal Proceedings                                                     15
Item 4  Submission of Matters to a Vote of Security Holders                   16

Part II

Item 5  Market for Company's Common Stock and Related Stockholders Matters    17
Item 6  Management's Discussion and Analysis or Plan of Operation             18
Item 7  Financial Statements                                                  20
Item 8  Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosures                            20
Item 8A Controls and Procedures                                               21

Part III

Item 9  Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act                  21
Item 10 Executive Compensation                                                23
Item 11 Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters                                    23
Item 12 Certain Relationships and Related Transactions                        24
Item 13 Exhibits and Reports on 8-K                                           24
Item 14 Principal Accountant Fees and Services                                24

Financial Statements                                                         F-1

Signatures                                                                    37








<PAGE>



                                     PART I

ITEM 1 - Description of Business

Background

     ExperTelligence,  Inc.  (Company) was  incorporated  in accordance with the
Laws of the  State of  California  on  March  31,  1980.  The  Company  formerly
developed Internet portal  technology,  published database software products for
the Internet,  and developed and hosted  web/database  and  electronic  commerce
application solutions.

     On June 26,  2006,  the  Company  changed its state of  incorporation  from
California  to  Nevada by means of a merger  with and into a Nevada  corporation
formed  on  November  17,  2005  solely  for  the  purpose  of   effecting   the
reincorporation.  The  Certificate  of  Incorporation  and  Bylaws of the Nevada
corporation  are the  Certificate of  Incorporation  and Bylaws of the surviving
corporation.  Such  Certificate  of  Incorporation  kept the  Company's  name of
ExperTelligence,  Inc. and modified the Company's capital structure to allow for
the issuance of up to  300,000,000  shares of $0.0001 par value common stock and
25,000,000 shares of $0.0001 par value preferred stock.

     On January 11,  2002,  the Company  began  trading its shares on the NASDAQ
Small Cap Market.  After  delisting,  the current trading symbol on the OTCBB is
EXTL.

Historical Information

     ExperTelligence,  Inc. was a technology  company involved in developing and
operating Internet  businesses based on the Company's  proprietary  technologies
and ideas. The Company maintained a division to support its consulting  practice
and software products: WebBase and ExperForms.

     The Company ran a database portal at WebData.com.  ExperTelligence  focuses
on businesses  relating to "Internet hubs" and "exchanges"  that create value by
connecting and distributing  information  over the Internet.  The Company formed
and capitalized  the new entities,  recruits  management,  provided space in the
Company's  facilities,   provided  ongoing  strategic  guidance  and  mentoring,
creative design, Web development, accounting, legal and administrative services,
with the goal of preparing each business for independent operation.

     The Company created 3DStockCharts.com and ExperClick.com,  as subsidiaries.
The Company  generated  revenue from its WebBase  division  through software and
consulting  sales. The Company intended to generate cash flow from a combination
of equity  ownership,  operations of its  subsidiaries  and/or  licensing of its
technologies.  On October 21, 1999, the Company  announced the  incorporation of
3DStockCharts.com  as  a  subsidiary  based  on  three  dimensional  proprietary
technology  created by the Company.  On April 5, 2000, the Company announced the
incorporation of ExperClick.com in the state of Delaware.  ExperClick.com  was a
real-time  advertising ECN,  similar in nature to the Wall Street Exchange,  but
for highly targeted individual advertising impressions.

     On May 12, 2003,  in a Current  Report on Form 8-K,  the Company  announced
that it would  conduct  an  auction  to sell the  Company's  assets  and use the
proceeds to settle  company debt,  distributing  any remainder to  shareholders.
This action was precipitated by a lack of developmental and operating capital.

     On October 20,  2003,  as  announced  in a Current  Report on Form 8-K, the
Company  confirmed  that it conducted the  previously-noticed  public auction of
Company assets. That auction, held at noon on October 15, 2003, at the Company's
offices,  then located at 614 Chapala Street in Santa Barbara,  California,  the
Company sold:

     -    the WebBase product,  including all related intellectual  property and
          computer  hardware,  software,  and  related  equipment,  license  and
          customer agreements, and operating accounts;



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     -    the 3DStockCharts product, including all related intellectual property
          and computer hardware,  software,  and related equipment,  license and
          customer agreements, and operating accounts;
     -    the  Advertising  Commerce  Network  product,  including  all  related
          intellectual  property and computer  hardware,  software,  and related
          equipment, license and customer agreements, and operating accounts;
     -    miscellaneous office furniture and computer equipment.
     -    its interests in any and all third party corporations

     All sales were made to creditors  of the  Company,  and all payment for all
items was made in the form of a reduction of debt. The Company  realized no cash
from the auction.

Current Status

     On December  23, 2003,  as  announced in a Current  Report on Form 8-K, the
Company  issued  15,002,718  shares of the  Company's  unregistered,  restricted
Common  Stock,  representing  approximately  75.0% of the  class,  to Douglas P.
Martin in exchange for a cash payment of fifty thousand dollars  ($50,000).  The
proceeds  of the sale  were  used to  further  reduce  debt  that was  otherwise
uncancelled by the October 15, 2003 auction of the Company's  assets or incurred
subsequent to that date.  The Company relied upon Section 4(2) of The Securities
Act of 1933, as amended,  for an exemption from registration of these shares and
no underwriter was used in this transaction.  The effect of this transaction was
a change of  control,  where Mr.  Martin or  transferees  now  beneficially  own
approximately  75.0% of the  issued and  outstanding  voting  securities  of the
Company.  This  transaction  enabled the Company to satisfy in full all creditor
claims.

     On October 1, 2004,  the Company  secured a Line of Credit for the purposes
of bringing the  financial  information  with respect to the Company  current so
that it would be in a position to attract an operating company or a new business
operation.  Since that  time,  the  Company,  through  consultants  and it's new
auditor,  has been able to update it's  records and bring it's books and records
current.

     The Company's  equity  securities are currently  traded on the OTCBB with a
symbol EXTL and have irregular trading volumes and pricing.

     Since the October 15, 2003 auction of the Company's assets, the Company may
be referred to as a reporting shell corporation. Shell corporations have zero or
nominal  assets  and  typically  no stated or  contingent  liabilities.  Private
companies  wishing to become publicly  trading may wish to merge with a shell (a
reverse merger or reverse  acquisition)  whereby the shareholders of the private
company become the majority of the  shareholders  of the combined  company.  The
private  company may purchase for cash all or a portion of the common  shares of
the shell  corporation  from its major  stockholders.  Typically,  the Board and
officers  of the  private  company  become  the new  Board and  officers  of the
combined  Company and often the name of the private  company becomes the name of
the combined entity.

     The Company has very limited  capital,  and it is unlikely that the Company
will be able to take advantage of more than one such business  opportunity.  The
Company intends to seek  opportunities  demonstrating the potential of long-term
growth as opposed to short-term  earnings.  However,  at the present  time,  the
Company has not identified any business opportunity that it plans to pursue, nor
has the Company  reached any  agreement  or  definitive  understanding  with any
person concerning an acquisition.

     It is  anticipated  that the Company's  officers and directors will contact
broker-dealers  and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  that they  represent  have a general
interest in considering a merger or acquisition with a blind pool or blank check
or shell entity. No direct  discussions  regarding the possibility of merger are
expected to occur until after the effective date of this registration statement.



                                       5
<PAGE>



No  assurance  can be given that the Company  will be  successful  in finding or
acquiring a desirable  business  opportunity,  given the limited  funds that are
expected to be available  for  acquisitions.  Furthermore,  no assurance  can be
given  that  any  acquisition,  which  does  occur,  will be on  terms  that are
favorable to the Company or its current stockholders.

     The  Company's  search  will be  directed  toward  small  and  medium-sized
enterprises,  which have a desire to become  public  corporations.  In  addition
these  enterprises  may wish to satisfy,  either  currently or in the reasonably
near future,  the minimum tangible asset  requirement in order to qualify shares
for trading on NASDAQ or on an exchange  such as the  American  Stock  Exchange.
(See  Investigation  and  Selection  of  Business  Opportunities).  The  Company
anticipates that the business  opportunities  presented to it will (I) either be
in the process of formation,  or be recently  organized  with limited  operating
history or a history of losses  attributable  to  under-capitalization  or other
factors; (ii) experiencing financial or operating difficulties; (iii) be in need
of funds to develop new products or services or to expand into a new market,  or
have plans for rapid expansion through acquisition of competing businesses; (iv)
or other  similar  characteristics.  The  Company  intends  to  concentrate  its
acquisition  efforts  on  properties  or  businesses  that  it  believes  to  be
undervalued  or that it believes  may realize a  substantial  benefit from being
publicly  owned.  Given the above  factors,  investors  should  expect  that any
acquisition  candidate may have little or no operating history,  or a history of
losses or low profitability.

     The  Company  does not  propose  to  restrict  its  search  for  investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in  essentially  any  business,  to the extent of its limited
resources.  This include industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's  discretion in the selection of business  opportunities is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions, and other factors.

     As a consequence of this registration of its securities,  any entity, which
has an interest in being  acquired by, or merging into the Company,  is expected
to be an entity that desires to become a public  Company and  establish a public
trading  market  for  its  securities.  In  connection  with  such a  merger  or
acquisition, it is highly likely that an amount of stock constituting control of
the  Company  would  either be issued by the  Company or be  purchased  from the
current  principal  stockholders  of the Company by the acquiring  entity or its
affiliates.  If stock is purchased from the current principal stockholders,  the
transaction  is likely to result in substantial  gains to the current  principal
stockholders  relative to their purchase price for such stock.  In the Company's
judgment, none of the officers and directors would thereby become an underwriter
within the  meaning  of the  Section  2(11) of the  Securities  Act of 1933,  as
amended as long as the transaction is a private transaction rather than a public
distribution  of  securities.  The sale of a  controlling  interest  by  certain
principal  shareholders  of the  Company  would  occur at a time  when  minority
stockholders  are  unable to sell their  shares  because of the lack of a public
market for such shares.

     Depending  upon the nature of the  transaction,  the current  officers  and
directors of the Company may resign their  management  and board  positions with
the Company in connection  with a change of control or acquisition of a business
opportunity (See Form of Acquisition, below, and Risk Factors, The Company, Lack
of Continuity of Management). In the event of such a resignation,  the Company's
current  management  would  thereafter  have no control  over the conduct of the
Company's business.

     It is anticipated  that business  opportunities  will come to the Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-  dealers,  venture  capitalists,  members  of the  financial
community,  and others who may present unsolicited proposals. The Company has no
plan,  understandings,  agreements,  or commitments with any individual for such
person to act as a finder of opportunities for the Company.



                                       6
<PAGE>



     The  Company  does  not  foresee  that  it  will  enter  into a  merger  or
acquisition  transaction  with any business with which its officers or directors
are currently affiliated.  Should the Company determine in the future,  contrary
to the forgoing  expectations,  that a transaction with an affiliate would be in
the best  interests  of the  Company  and its  stockholders,  the Company is, in
general,  permitted by Delaware law to enter into a transaction if: The material
facts as to the relationship or interest of the affiliate and as to the contract
or  transaction  are disclosed or are known to the Board of  Directors,  and the
Board in good faith authorizes, approves or ratifies the contract or transaction
by the  affirmative  vote of a majority  of the  disinterested  directors,  even
though  the  disinterested  directors  constitute  less  than a  quorum;  or the
material facts as to the relationship or interest of the affiliate and as to the
contract or transaction are disclosed or are known to the stockholders  entitled
to vote thereon,  and the contract or  transaction is  specifically  authorized,
approved or ratified in good faith by vote of the stockholders;  or the contract
or  transaction  is  fair as to the  Company  as of the  time it is  authorized,
approved or ratified, by the Board of Directors or the stockholders.

Investigation and Selection of Business Opportunities

     To a large  extent,  a  decision  to  participate  in a  specific  business
opportunity may be made upon  management's  analysis of the quality of the other
Company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived benefit the business  opportunity will derive from becoming a publicly
held entity, and numerous other factors which are difficult,  if not impossible,
to analyze through the application of any objective criteria. In many instances,
it  is  anticipated  that  the  historical  operations  of a  specific  business
opportunity  may not  necessarily  be indicative of the potential for the future
because of a variety of factors,  including,  but not  limited to, the  possible
need  to  expand  substantially,  shift  marketing  approaches,  change  product
emphasis,  change or  substantially  augment  management,  raise capital and the
like.

     It is anticipated that the Company will not be able to diversify,  but will
essentially be limited to the acquisition of one business opportunity because of
the Company's limited financing.  This lack of  diversification  will not permit
the Company to offset  potential  losses from one business  opportunity  against
profits from another,  and should be considered an adverse factor  affecting any
decision to purchase the Company's securities.

     Certain types of business acquisition transactions may be completed without
any   requirement   that  the  Company  first  submit  the  transaction  to  the
stockholders  for  their  approval.  In the event the  proposed  transaction  is
structured in such a fashion that stockholder approval is not required,  holders
of the  Company's  securities  (other  than  principal  stockholders  holding  a
controlling  interest)  should not  anticipate  that they will be provided  with
financial  statements or any other  documentation prior to the completion of the
transaction.   Other  types  of  transactions  require  prior  approval  of  the
stockholders.

     In the  event a  proposed  business  combination  or  business  acquisition
transaction is structured in such a fashion that prior  stockholder  approval is
necessary,  the  Company  will be  required  to  prepare a Proxy or  Information
Statement describing the proposed  transaction,  file it with the Securities and
Exchange  Commission  for  review  and  approval,  and  mail a copy of it to all
Company  stockholders  prior to holding a  stockholders  meeting for purposes of
voting on the  proposal.  Minority  shareholders  that do not vote in favor of a
proposed  transaction  will then have the right, in the event the transaction is
approved  by  the  required  number  of  stockholders,   to  exercise  statutory
dissenter's rights and elect to be paid the fair value of their shares.

     The analysis of business  opportunities  will be undertaken by or under the
supervision  of  the  Company's  officers  and  directors,   none  of  whom  are
professional  business analysts (See Management).  Although there are no current
plans to do so, Company management might hire an outside consultant to assist in



                                       7
<PAGE>



the  investigation  and  selection  of business  opportunities,  and might pay a
finder's fee.  Since Company  management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of business
opportunities,  no policies have been adopted  regarding use of such consultants
or advisors,  the criteria to be used in selecting such consultants or advisors,
the  services to be provided,  the term of service,  or the total amount of fees
that may be paid.  However,  because of the limited resources of the Company, it
is likely that any such fee the Company agrees to pay would be paid in stock and
not in cash.

     Otherwise,   in  analyzing   potential  business   opportunities,   Company
management anticipates that it will consider,  among other things, the following
factors:

   o Potential for growth and profitability indicated by new technology,
   anticipated market expansion, or new products; o The Company's perception of
   how any particular business opportunity will be received by the investment
     community and by the Company's stockholders;

     o    Whether,  following the business combination,  the financial condition
          of the  business  opportunity  would be, or would  have a  significant
          prospect in the foreseeable  future of becoming,  sufficient to enable
          the securities of the Company to qualify for listing on an exchange or
          on a national automated  securities  quotation system, such as NASDAQ,
          so as to permit the trading of such  securities  to be exempt from the
          requirements  of Rule 15g-9  adopted by the  Securities  and  Exchange
          Commission (See Risk Factors The Company Regulations of Penny Stocks).
     o    Capital  requirements and anticipated  availability of required funds,
          to be provided by the Company or from operations,  through the sale of
          additional securities, through joint ventures or similar arrangements,
          or from other sources;
     o    The extent to which the business opportunity can be advanced;
     o    Competitive  position as compared to other  companies  of similar size
          and  experience  within  the  industry  segment  as well as within the
          industry as a whole;
     o    Strength and diversity of existing management or management  prospects
          that are scheduled for recruitment; o The cost of participation by the
          Company as compared to the perceived  tangible and  intangible  values
          and potential; and
     o    The accessibility of required  management  expertise,  personnel,  raw
          materials,  services,  professional  assistance,  and  other  required
          items.

     In regard to the  possibility  that the shares of the Company would qualify
for listing on NASDAQ, the current standards for initial listing include,  among
other  requirements,  that the Company (1) have net tangible  assets of at least
$4.0 million, or a market  capitalization of $50.0 million, or net income of not
less that $0.75  million in its latest  fiscal  year or in two of the last three
fiscal  years;  (2) have a public float  (i.e.,  shares that are not held by any
officer, director or 10% stockholder) of at least 1.0 million shares; (3) have a
minimum  bid  price  of at  least  $4.00;  (4)  have  at  least  300  round  lot
stockholders (i.e., stockholders who own not less than 100 shares); and (5) have
an operating history of at least one year or have a market  capitalization of at
least $50.0 million.  Many, and perhaps most, of the business opportunities that
might be  potential  candidates  for a  combination  with the Company  would not
satisfy the NASDAQ listing criteria.

     No one of the factors  described above will be controlling in the selection
of a business  opportunity,  and management  will attempt to analyze all factors
appropriate to each  opportunity and make a determination  based upon reasonable
investigative  measures  and  available  data.  Potentially  available  business
opportunities  may occur in many  different  industries and at various stages of
development,  all of which will make the task of comparative  investigation  and
analysis  of  such  business  opportunities  extremely  difficult  and  complex.
Potential  investors  must  recognize  that,  because of the  Company's  limited
capital  available for  investigation  and  management's  limited  experience in
business analysis,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.



                                       8
<PAGE>



     The  Company is unable to  predict  when it may  participate  in a business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

     Prior to making a decision to  participate in a business  opportunity,  the
Company  will  generally  request  that it be provided  with  written  materials
regarding the business  opportunity  containing as much relevant  information as
possible,  including,  but not  limited  to,  such  items  as a  description  of
products,   services  and  Company  history;   management   resumes;   financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents,  trademarks,  or service marks, or rights thereto; present and proposed
forms of compensation to management;  a description of transactions between such
Company and its affiliates during the relevant periods; a description of present
and required  facilities;  an analysis of risks and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements, together with reasonable assurance that audited financial statements
would be able to be produced within a reasonable period of time not to exceed 60
days following completion of a merger or acquisition transaction; and the like.

     As part of the Company's  investigation,  the Company's  executive officers
and directors may meet personally  with management and key personnel,  may visit
and inspect material facilities,  obtain independent analysis or verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

     It is  possible  that the range of  business  opportunities  that  might be
available  for  consideration  by the Company  could be limited by the impact of
Securities and Exchange  Commission  regulations  regarding purchase and sale of
penny stocks. The regulations would affect, and possibly impair, any market that
might  develop in the Company's  securities  until such time as they qualify for
listing  on  NASDAQ  or on  an  exchange  which  would  make  them  exempt  from
applicability of the penny stock  regulations.  (See Risk Factors  Regulation of
Penny Stocks)

     Company  management  believes  that various  types of  potential  merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  stockholders,
acquisition  candidates  which have long-term  plans for raising capital through
public sale of  securities  and believe that the possible  prior  existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates,  which have a need for an immediate cash infusion,  are
not likely to find a potential  business  combination  with the Company to be an
attractive alternative.

Form of Acquisition

     It is impossible to predict the manner in which the Company may participate
in a business opportunity.  Specific business  opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity  and,  upon the basis of the  review  and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization.  In  addition,  the present  management  and  stockholders  of the



                                       9
<PAGE>



Company  most likely will not have  control of a majority of the voting stock of
the Company following a merger or reorganization  transaction. As part of such a
transaction,  the Company's  existing directors may resign and new directors may
be appointed without any vote by stockholders.

     It is likely that the Company will acquire its  participation in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "B" tax free  reorganization  under
the Internal  Revenue Code of 1986 as amended,  depends upon the issuance to the
stockholders of the acquired  Company of a controlling  interest  (i.e.,  80% or
more) of the common stock of the combined  entities  immediately  following  the
reorganization.  If a transaction  were  structured  to take  advantage of these
provisions  rather than other a tax free provisions  provided under the Internal
Revenue Code, the Company's current  stockholders  would retain in the aggregate
20% or less of the total  issued and  outstanding  shares.  This could result in
substantial  additional dilution in the equity of those who were stockholders of
the Company prior to such reorganization. Any such issuance of additional shares
might also be done simultaneously with a sale or transfer of shares representing
a  controlling  interest in the Company by the current  officers,  directors and
principal stockholders.

     It is  anticipated  that any new  securities  issued in any  reorganization
would be issued in reliance upon one or more exemptions from registration  under
applicable  federal and state securities laws to the extent that such exemptions
are available.  In some  circumstances,  however, as a negotiated element of the
transaction,  the Company may agree to register  such  securities  either at the
time the  transaction is  consummated  or under certain  conditions at specified
times thereafter.  The issuance of substantial  additional  securities and their
potential  sale into any  trading  market  that might  develop in the  Company's
securities may have a depressive effect upon such market.

     The  Company  will  participate  in a business  opportunity  only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

     As a general matter, the Company  anticipates that it, and/or its principal
stockholders will enter into a letter of intent with the management,  principals
or owners  of a  prospective  business  opportunity  prior to  signing a binding
agreement.  Such a letter  of intent  will set  forth the terms of the  proposed
acquisition but will not bind any of the parties to consummate the  transaction.
Execution of a letter of intent will by no means indicate that  consummation  of
an acquisition is probable.  Neither the Company nor any of the other parties to
the letter of intent  will be bound to  consummate  the  acquisition  unless and
until a definitive  agreement is executed.  Even after a definitive agreement is
executed,  it is possible that the acquisition  would not be consummated  should
any party elect to exercise any right  provided in the agreement to terminate it
on specific grounds.

     It is anticipated that the investigation of specific business opportunities
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs incurred in the related investigation would not be recoverable.  Moreover,
because many providers of goods and services require compensation at the time or
soon after the goods and services are provided,  the inability of the Company to
pay until an  indeterminate  future time may make it impossible to produce goods
and services.



                                       10
<PAGE>



Investment Company Act and Other Regulation

     The  Company  may  participate  in a business  opportunity  by  purchasing,
trading or selling  the  securities  of such  business.  The  Company  does not,
however,  intend to  engage  primarily  in such  activities.  Specifically,  the
Company intends to conduct its activities so as to avoid being  classified as an
investment  Company  under the  Investment  Company Act of 1940 (the  Investment
Act),  and  therefore  to  avoid  application  of  the  costly  and  restrictive
registration  and other  provisions of the Investment  Act, and the  regulations
promulgated thereunder.

     The  Company's  plan  of  business  may  involve  changes  in  its  capital
structure,  management,  control and business,  especially if it consummates the
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment Act, in order to protect purchasers of investment Company securities.
Since the Company will not register as an investment Company,  stockholders will
not be afforded these protections.

Competition

     The Company expects to encounter substantial  competition in its efforts to
locate attractive  business  combination  opportunities.  The competition may in
part come from business development companies,  venture capital partnerships and
corporations, small investment companies, brokerage firms, and the like. Some of
these  types of  organizations  are likely to be in a better  position  than the
Company to obtain access to attractive  business  acquisition  candidates either
because they have greater experience, resources and managerial capabilities than
the Company,  because they are able to offer immediate access to limited amounts
of cash,  or for a variety of other  reasons.  The Company also will  experience
competition from other public companies with similar business purposes,  some of
which may also have funds available for use by an acquisition candidate.

Employees

     The Company  currently has no employees.  Management of the Company expects
to use  consultants,  attorneys  and  accountants  as  necessary,  and  does not
anticipate a need to engage any full-time employees so long as it is seeking and
evaluating business opportunities. The need for employees and their availability
will be addressed in connection  with the decision  whether or not to acquire or
participate in specific business opportunities.

Risk Factors

     The  Company's  business and plan of operation is subject to numerous  risk
factors, including, but not limited to, the following:

Limited Operating History makes Potential Difficult to Assess

     The Company has had no operating  history nor any revenues or earnings from
operations  since  2003.  All  efforts  from our  inception  through  2003  were
unsuccessful.  The Company  has no assets or  financial  resources.  The Company
will,  in  all  likelihood,  continue  to  sustain  operating  expenses  without
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination.  This  will  most  likely  result in the  Company  incurring  a net
operating loss which will increase continuously until the Company can consummate
a business  combination  with a target  company.  There is no assurance that the
Company  can  identify  such a target  company  and  consummate  such a business
combination.

There is NO Agreement For A Business Combination and NO Minimum Requirements for
a Business Combination

     The Company has no current  arrangement,  agreement or  understanding  with
respect to engaging in a business  combination with a specific entity. There can
be no  assurance  that  the  Company  will  be  successful  in  identifying  and
evaluating   suitable  business   opportunities  or  in  concluding  a  business
combination.  No particular industry or specific business within an industry has



                                       11
<PAGE>



been selected for a target  company.  The Company has not established a specific
length of operating history or a specified level of earnings,  assets, net worth
or other criteria  which it will require a target  company to have achieved,  or
without  which the Company would not consider a business  combination  with such
business entity. Accordingly,  the Company may enter into a business combination
with a business entity having no significant operating history,  losses, limited
or no potential for immediate  earnings,  limited assets,  negative net worth or
other negative  characteristics.  There is no assurance that the Company will be
able to negotiate a business combination on terms favorable to the Company.

NO Assurance of Success or Profitability

     There is no assurance  that the Company  will acquire a favorable  business
opportunity.   Even  if  the  Company  should  become  involved  in  a  business
opportunity, there is no assurance that it will generate revenues or profits, or
that the market  price of the  Company's  outstanding  shares will be  increased
thereby.

Type of Business To Be Acquired

     The  type of  business  to be  acquired  may be one that  desires  to avoid
effecting  its  own  public  offering  and  the  accompanying  expense,  delays,
uncertainties,  and  federal  and state  requirements  which  purport to protect
investors.  Because of the Company's limited capital, it is more likely than not
that any  acquisition  by the Company will involve  other  parties whose primary
interest is the acquisition of control of a publicly  traded Company.  Moreover,
any business opportunity acquired may be currently unprofitable or present other
negative factors.

Lack of Diversification

     Because of the limited  financial  resources  that the  Company  has, it is
unlikely  that  the  Company  will be  able to  diversify  its  acquisitions  or
operations.  The Company's  probable  inability to diversify its activities into
more than one area will  subject the Company to economic  fluctuations  within a
particular business or industry and therefore increase the risks associated with
the Company's operations.

Only ONE Director and Officer

     Because  management  consists of only one person,  while seeking a business
combination,  Jason  Smart,  the  Company's  President,  will be the only person
responsible in conducting the day-to-day  operations of the Company. The Company
does not benefit from multiple  judgments  that a greater number of directors or
officers would provide,  and the Company will rely completely on the judgment of
its one  officer  and  director  when  selecting  a target  company.  Mr.  Smart
anticipates  devoting only a limited amount of time per month to the business of
the Company.  Mr. Smart has not entered into a written employment agreement with
the Company and he is not  expected  to do so. The Company  does not  anticipate
obtaining key man life  insurance on Mr. Smart.  The loss of the services of Mr.
Smart would  adversely  affect  development  of the  Company's  business and its
likelihood of continuing operations.

Dependence Upon Management, Limited Participation of Management

     The Company will be entirely  dependant  upon the experience of its officer
and director in seeking,  investigating,  and acquiring a business and in making
decisions regarding the Company's operations. Because investors will not be able
to evaluate the merits of possible future business  acquisitions by the Company,
they should critically assess the information  concerning the Company's officers
and directors. (See Management.)

Conflicts of Interest

     Certain conflicts of interest exist between the Company and its officer and
director.  He has  other  business  interests  to  which  he  currently  devotes
attention  and is  expected  to  continue  to do so. As a result,  conflicts  of
interest  may arise that can be resolved  only through his exercise of judgement
in a manner which is consistent with his fiduciary  duties to the Company.  (See
Management, Conflicts of Interest.)



                                       12
<PAGE>



     It is anticipated  that the Company's  principal  shareholder  may actively
negotiate or otherwise  consent to the purchase of a portion of his common stock
as a condition  to, or, in  connection  with, a proposed  merger or  acquisition
transaction.  In this process, the Company's principal shareholders may consider
his own  personal  pecuniary  benefit  rather  than the best  interest  of other
Company  shareholders.  Depending  upon the  nature of a  proposed  transaction,
Company  shareholder  other than the principal  shareholders may not be afforded
the opportunity to approve or consent to a particular transaction.

Possible Need For Additional Financing

     The Company has very limited funds,  and such funds, may not be adequate to
take advantage of any available  business  opportunities.  Even if the Company's
currently available funds prove to be sufficient to pay for its operations until
it is able to acquire an interest in, or complete a transaction with, a business
opportunity,  such funds will clearly not be  sufficient to enable it to exploit
the opportunity. Thus, the ultimate success of the Company will depend, in part,
upon its availability to raise additional capital. In the event that the Company
requires modest amounts of additional capital to fund its operations until it is
able to complete a business acquisition or transaction, such funds, are expected
to be  provided  by the  principal  shareholder.  However,  the  Company has not
investigated  the   availability,   source,  or  terms  that  might  govern  the
acquisition of the additional  capital which is expected to be required in order
to exploit a business  opportunity,  and will not do so until it has  determined
the level of need for such  additional  financing.  There is no  assurance  that
additional  capital will be available from any source or, if available,  that it
can be  obtained on terms  acceptable  to the  Company.  If not  available,  the
Company's  operations  will be limited to those  that can be  financed  with its
modest capital.

Dependence Upon Outside Advisors

     To supplement  the business  experience  of its officer and  director,  the
Company may be required to employ  accountants,  technical experts,  appraisers,
attorneys,  or other consultants or advisors. The selection of any such advisors
will be made by the  Company's  officer,  without  any  input  by  shareholders.
Furthermore,  it is anticipated that such persons may be engaged on an as needed
basis without a continuing  fiduciary or other obligation to the Company. In the
event  the  officer  of the  Company  considers  it  necessary  to hire  outside
advisors,  he may elect to hire persons who are affiliates,  if those affiliates
are able to provide the required services.

Regulation of Penny Stocks

     The U. S. Securities and Exchange  Commission (SEC) has adopted a number of
rules to regulate  "penny  stocks."  Because the  securities  of the Company may
constitute  "penny  stocks"  within  the  meaning  of the rules  (as any  equity
security  that  has a market  price  of less  than  $5.00  per  share or with an
exercise  price of less than $5.00 per  share,  largely  traded in the  National
Association  of  Securities  Dealers'  (NASD)  OTC  Bulletin  Board or the "Pink
Sheets",  the  rules  would  apply to the  Company  and to its  securities.  The
Commission has adopted Rule 15g-9 which established sales practice  requirements
for certain low price securities.  Unless the transaction is exempt, it shall be
unlawful  for a broker  or dealer  to sell a penny  stock  to, or to effect  the
purchase of a penny stock by, any person  unless prior to the  transaction:  (i)
the broker or dealer has approved the person's account for transactions in penny
stock  pursuant to this rule and (ii) the broker or dealer has received from the
person a written  agreement to the  transaction  setting  forth the identity and
quantity  of the penny  stock to be  purchased.  In order to  approve a person's
account for  transactions in penny stock,  the broker or dealer must: (a) obtain
from  the  person  information  concerning  the  person's  financial  situation,
investment experience,  and investment objectives; (b) reasonably determine that
transactions  in penny stock are suitable  for that person,  and that the person
has  sufficient  knowledge and  experience in financial  matters that the person
reasonably may be expected to be capable of evaluating the risks of transactions
in penny  stock;  deliver to the person a written  statement  setting  forth the



                                       13
<PAGE>



basis on which the  broker or dealer  made the  determination  (i)  stating in a
highlighted  format  that it is  unlawful  for the  broker or dealer to affect a
transaction  in penny stock unless the broker or dealer has  received,  prior to
the transaction,  a written  agreement to the transaction  from the person;  and
(ii)  stating  in  a  highlighted  format  immediately  preceding  the  customer
signature line that (iii) the broker or dealer is required to provide the person
with the written  statement;  and (iv) the person should not sign and return the
written statement to the broker or dealer if it does not accurately  reflect the
person's financial situation,  investment experience, and investment objectives;
and (c) receive from the person a manually  signed and dated copy of the written
statement.  It is also  required  that  disclosure  be made as to the  risks  of
investing in penny stock and the commissions  payable to the  broker-dealer,  as
well as current price  quotations and the remedies and rights available in cases
of fraud in penny stock  transactions.  Statements,  on a monthly basis, must be
sent to the investor  listing recent prices for the Penny Stock and  information
on  the  limited  market.  Shareholders  should  be  aware  that,  according  to
Securities and Exchange  Commission  Release No. 34-29093,  the market for penny
stocks has  suffered  in recent  years from  patterns  of fraud and abuse.  Such
patterns  include  (i)  control of the market for the  security  by one or a few
broker-dealers   that  are  often  related  to  the  promoter  or  issuer;  (ii)
manipulation of prices through  prearranged  matching of purchases and sales and
false and misleading  press releases;  (iii) "boiler room"  practices  involving
high pressure sales tactics and unrealistic  price  projections by inexperienced
sales persons;  (iv) excessive and undisclosed bid ask  differential and markups
by selling broker-dealers;  and (v) the wholesale dumping of the same securities
by promoters and broker dealers after prices have been  manipulated to a desired
level,  along with the  resulting  inevitable  collapse of those prices and with
consequent investor losses. The Company's management is aware of the abuses that
have occurred historically in the penny stock market.  Although the Company does
not  expect to be in a  position  to dictate  the  behavior  of the market or of
broker-dealers who participate in the market,  management will strive within the
confines of practical  limitations to prevent the described  patterns from being
established with respect to the Company's securities.

There  May  Be  A  Scarcity  of  and/or  Significant  Competition  For  Business
Opportunities and/or Combinations

     The Company is and will continue to be an insignificant  participant in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and well financed  entities,  including  venture  capital
firms,  are active in mergers and  acquisitions of companies which may be merger
or acquisition target candidates for the Company.  Nearly all such entities have
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than the  Company  and,  consequently,  the  Company  will be at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully completing a business combination.  Moreover, the Company will also
compete in seeking  merger or  acquisition  candidates  with other  public shell
companies, some of which may also have funds available for use by an acquisition
candidate.

Reporting Requirements May Delay or Preclude Acquisition

     Pursuant to the requirements of Section 13 of the Exchange Act, the Company
is  required  to provide  certain  information  about  significant  acquisitions
including  audited financial  statements of the acquired company.  These audited
financial  statements  must be furnished  within 4 days  following the effective
date of a business  combination.  Obtaining audited financial statements are the
economic  responsibility  of the target  company.  The additional time and costs
that  may be  incurred  by some  potential  target  companies  to  prepare  such
financial   statements  may   significantly   delay  or   essentially   preclude
consummation of an otherwise desirable  acquisition by the Company.  Acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may not be  appropriate  for  acquisition  so long as the  reporting
requirements  of the Exchange Act are applicable.  When a non-reporting  company
becomes the successor of a reporting company by merger, consolidation,  exchange
of securities,  and acquisition of assets or otherwise, the successor company is



                                       14
<PAGE>



required to provide in a Current Report on Form 8-K the same kind of information
that  would  appear in a  Registration  Statement  or an  Annual  Report on Form
10-KSB,  including  audited and pro forma financial  statements.  The Commission
treats  these  Form  8-K  filings  in the same way it  treats  the  Registration
Statements on Form 10-SB filings.

     The Commission subjects them to its standards of review selection,  and the
Commission may issue substantive  comments on the sufficiency of the disclosures
represented.   If  the  Company  enters  into  a  business  combination  with  a
non-reporting  company,  such  non-reporting  company will not receive reporting
status  until the  Commission  has  determined  that it will not  review the 8-K
filing or all of the comments have been cleared by the Commission.

Lack of Market Research or Marketing Organization

     The Company has neither  conducted,  nor have others made  available to it,
market research indicating that demand exists for the transactions  contemplated
by the  Company.  In the  event  demand  exists  for a  transaction  of the type
contemplated  by  the  Company,  there  is no  assurance  the  Company  will  be
successful in completing any such business combination.

Probable Change in Control of The Company and/or Management

     In conjunction with completion of a business acquisition, it is anticipated
that the Company will issue an amount of the Company's  authorized  but unissued
common stock that represents the greater majority of the voting power and equity
of the Company,  which will,  in all  likelihood,  result in  shareholders  of a
target company obtaining a controlling  interest in the Company.  As a condition
of the business  combination  agreement,  the current shareholder of the Company
may agree to sell or transfer all or a portion of the Company's  common stock he
owns so to  provide  the  target  company  with  all or  majority  control.  The
resulting  change in control of the Company will likely result in removal of the
present officer and director of the Company and a corresponding  reduction in or
elimination of his participation in the future affairs of the Company.

Possible Dilution of Value of Shares Upon Business Combination

     A business  combination normally will involve the issuance of a significant
number of additional shares.  Depending upon the value of the assets acquired in
such business combination, the per share value of the Company's common stock may
increase or decrease, perhaps significantly.

Limited or No Public Market Exists

     There is currently a limited public market for the Company's  common stock,
via the OTC  Bulletin  Board and no  assurance  can be given that a market  will
develop or that a  shareholder  ever will be able to  liquidate  his  investment
without considerable delay, if at all. If a market should develop, the price may
be highly  volatile.  Factors  such as those  discussed  in this "Risk  Factors"
section may have a  significant  impact upon the market price of the  securities
offered hereby.  Owing to the low price of the securities,  many brokerage firms
may not be willing to effect transactions in the securities. Even if a purchaser
finds a broker  willing  to  effect a  transaction  in  theses  securities,  the
combination  of brokerage  commissions,  state transfer  taxes,  if any, and any
other selling costs may exceed the sales proceeds.

Blue Sky Consideration

     Because the securities  registered  hereunder have not been  registered for
resale  under the Blue Sky laws of any state,  the  holders  of such  shares and
persons who desire to purchase them in any trading  market that might develop in
the future,  should be aware,  that there may be significant  state Blue Sky law
restrictions  upon  the  ability  of  investors  to sell the  securities  and of
purchasers to purchase the securities.  Accordingly,  investors  should consider
the secondary market for the Company's securities to be a limited one.



                                       15
<PAGE>



Additional Risks Doing Business in a Foreign Country

     The Company may  effectuate  a business  combination  with a merger  target
whose business  operations or even  headquarters,  place of formation or primary
place of business  are located  outside  the United  States of America.  In such
event,  the Company may face the significant  additional  risks  associated with
doing business in that country. In addition to the language barriers,  different
presentations of financial information,  different business practices, and other
cultural  differences and barriers that may make it difficult to evaluate such a
merger target,  ongoing business risks result from the  international  political
situation,  uncertain legal systems and applications of law,  prejudice  against
foreigners,   corrupt  practices,  uncertain  economic  policies  and  potential
political and economic  instability  that may be exacerbated in various  foreign
countries.

Taxation

     Federal  and state  tax  consequences  will,  in all  likelihood,  be major
considerations  in any  business  combination  that the Company  may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Company intends to structure any business  combination so as to
minimize  the  federal  and state tax  consequences  to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory  requirements of a tax-free  reorganization  or that the
parties will obtain the intended tax-free  treatment upon a transfer of stock or
assets. A non- qualifying  reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both parties to the
transaction.


ITEM 2 - Description of Property

     The Company currently maintains a mailing address at 83 Stanley Road, UN 1,
Box 103, RR6, Woodville, Ontario K0M 2T0, Canada. The Company's telephone number
there is (416) 554-6546.  Other than this mailing address,  the Company does not
currently maintain any other office facilities, and does not anticipate the need
for maintaining  office  facilities at any time in the foreseeable  future.  The
Company  pays no rent or other fees for the use of the mailing  address as these
offices  are used  virtually  full-time  by other  businesses  of the  Company's
President.

     It is likely that the Company  will not  establish  an office  until it has
completed a business acquisition transaction,  but it is not possible to predict
what   arrangements  will  actually  be  made  with  respect  to  future  office
facilities.


ITEM 3 - Legal Proceedings

     The Company is not a party to any pending  legal  proceedings,  and no such
proceedings are known to be contemplated.


ITEM 4 - Submission of Matters to a Vote of Security Holders

     The Company has not  conducted  any  meetings  of  shareholders  during the
annual period or periods subsequent thereto.







                                       16
<PAGE>



                                     PART II


ITEM 5 - Market for Company's Common Stock and Related Stockholder Matters

Market for Trading

     The Company's  equity  securities  trade under the symbol "EXTL" on the OTC
Bulletin Board. The Company's quotations are irregular and infrequent.

     In prior  periods,  the  Company's  common stock was traded in the National
Association  of  Securities  Dealers  (NASD)  Small Cap Market under the trading
symbol "EXGP".

     The following  table sets forth the high and low closing bid prices for the
periods indicated:

                                              High              Low

Year ended September 30, 2005
   1st Quarter                              $0.008           $0.006
   2nd Quarter                               0.020            0.009
   3rd Quarter                               0.080            0.020
   4th Quarter                               0.040            0.010

Year ended September 30, 2006
   1st Quarter                             $0.025            $0.015
   2nd Quarter                              0.015             0.015
   3rd Quarter                              0.015             0.015
   4th Quarter                              0.070             0.015

Year ended September 30, 2007
   1st Quarter                             $0.015            $0.015
   2nd Quarter                              0.015             0.015
   3rd Quarter                              0.015             0.015
   4th Quarter                              0.015             0.015

     These quotations are inter-dealer prices without retail markup, markdown or
commissions, and may not necessarily represent actual transactions.

     As of September 30, 2007,  there were  approximately  896  shareholders  of
record of the Company's common stock

Transfer Agent

     Our independent stock transfer agent is Computershare Trust Company,  Inc.,
located in Golden,  Colorado.  Their mailing address and telephone number is: at
350 Indiana Street,  Suite 800, Golden,  Colorado 80401; (303) 262-0600 (voice);
(303) 262-0700 (fax).

Reports to Stockholders

     The Company  plans to furnish its  stockholders  with an annual  report for
each fiscal year ending September 30 containing  financial statements audited by
its independent  certified public  accountants.  In the event the Company enters
into a business combination with another Company, it is the present intention of
management to continue furnishing annual reports to stockholders.  Additionally,
the Company  may, in its sole  discretion,  issue  unaudited  quarterly or other
interim  reports to its  stockholders  when it deems  appropriate.  The  Company
intends to maintain  compliance with the periodic reporting  requirements of the
Securities Exchange Act of 1934.

Dividend policy

     No dividends  have been paid to date and the  Company's  Board of Directors
does not  anticipate  paying  dividends  in the  foreseeable  future.  It is the
current  policy of the Company's  Board of Directors to retain all earnings,  if
any, to support future growth and expansion.



                                       17
<PAGE>



Recent issuances of Unregistered Securities

     In  October  2003 the  Company  issued a total of  2,524,485  shares of its
restricted  common  stock  to  various  creditors  of  the  Company  to  satisfy
indebtedness  of the Company  remaining  after the  October 15, 2003  auction at
which time  indebtedness  of the Company was  satisfied  with the  exception  of
foregoing, and a remaining balance of indebtedness of $50,000.

     On December  23, 2003,  as  announced in a Current  Report on Form 8-K, the
Company  issued  15,002,718  shares of the  Company's  unregistered,  restricted
Common  Stock,  representing  approximately  75.0% of the  class,  to Douglas P.
Martin in exchange for a cash payment of fifty thousand dollars  ($50,000).  The
proceeds  of the sale  were  used to  further  reduce  debt  that was  otherwise
uncancelled by the October 15, 2003 auction of the Company's  assets or incurred
subsequent to that date.  The Company relied upon Section 4(2) of The Securities
Act of 1933, as amended,  for an exemption from registration of these shares and
no underwriter was used in this transaction.  The effect of this transaction was
a change of control,  where Mr.  Martin and  transferees  now  beneficially  own
approximately  75.0% of the  issued and  outstanding  voting  securities  of the
Company.


ITEM 6 - Management's Discussion and Analysis or Plan of Operation

Results of Operations

     The Company has had no operations or  significant  assets since October 15,
2003.

     For the year  ended  September  30,  2007 and 2006,  the  Company  realized
consolidated net revenues of approximately $-0- and $-0-, respectively.

     In conjunction with the recognition of the above net revenues,  the Company
experienced  costs  of  providing  services  of  approximately  $-0-  and  $-0-,
respectively.

     A major  component of the ultimate  demise of the Company's  operations was
the recognition of research and development costs of approximately  $108,000 and
$480,000, respectively; selling and marketing expenses of approximately $371,000
and $449,000, respectively; and corporate general and administrative expenses of
approximately  $2,577,000 and  $2,586,000,  respectively,  for each of the years
ended September 30, 2001 and 2000.

     The Company  does not expect to generate  any  meaningful  revenue or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company completes a business combination  transaction with an
operating entity.

     It is the belief of management and significant stockholders that sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

     The Company's need for working capital may change  dramatically as a result
of  any  business  acquisition  or  combination  transaction.  There  can  be no
assurance that the Company will identify any such business,  product, technology
or company  suitable for  acquisition  in the future.  Further,  there can be no
assurance that the Company would be successful in  consummating  any acquisition
on favorable  terms or that it will be able to  profitably  manage the business,
product, technology or company it acquires.



                                       18
<PAGE>



Plan of Business

General

     The Company intends to locate and combine with an existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

     Pending  negotiation  and  consummation  of  a  combination,   the  Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as are incurred.

     If the Company's  management pursues one or more combination  opportunities
beyond  the  preliminary   negotiations   stage  and  those   negotiations   are
subsequently  terminated,  it is foreseeable  that such efforts will exhaust the
Company's ability to continue to seek such combination  opportunities before any
successful  combination can be consummated.  In that event, the Company's common
stock will become  worthless  and  holders of the  Company's  common  stock will
receive a nominal  distribution,  if any,  upon the  Company's  liquidation  and
dissolution.

Combination Suitability Standards

     In its pursuit for a combination  partner, the Company's management intends
to consider only combination candidates which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     1)   will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;
     2)   will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or
     3)   will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.



                                       19
<PAGE>



     The Company's  officers and  directors  will make these  determinations  by
asking  pertinent  questions  of  the  management  of  prospective   combination
candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings.  However, the officers and directors of
the  Company  will  not  generally  take  other  steps to  verify  independently
information  obtained in this manner which is favorable.  Unless something comes
to their  attention  which  puts them on notice of a  possible  disqualification
which is being  concealed  from  them,  such  persons  will rely on  information
received from the management of the prospective  combination  candidate and from
others who may be involved in the combination proceedings.

Liquidity and Capital Resources

     It is the belief of management and significant stockholders that sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

     The Company has no current plans, proposals, arrangements or understandings
with  respect to the sale or  issuance  of  additional  securities  prior to the
location  of a merger or  acquisition  candidate.  Accordingly,  there can be no
assurance that sufficient  funds will be available to the Company to allow it to
cover the expenses related to such activities.

The Company does not currently contemplate making a Regulation S offering.

     Regardless of whether the  Company's  cash assets prove to be inadequate to
meet the  Company's  operational  needs,  the Company  might seek to  compensate
providers of services by issuances of stock in lieu of cash. For  information as
to the  Company's  policy in regard to  payment  for  consulting  services,  see
Certain Relationships and Transactions.


ITEM 7 - Index to Financial Statements

     The required financial statements begin on page F-1 of this document.


ITEM 8 -  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosures

     Effective February 6, 2001, as previously  disclosed in a Current Report on
Form 8-K,  the  Company  retained  the  accounting  firm of  Farber & Hass,  LLP
(Farber) as its  auditors for the 2001 fiscal year (year  ending  September  30,
2001).  We retained Farber as our certified  public  accountants to assist us in
dealing  with the  increasingly  complex  accounting  issues that arise from the
growth that we have  experienced  during the year  ending  September  30,  2001.
Farber is a recognized accounting firm with significant experience and expertise
in representing  publicly traded companies and dealing with the SEC auditing and
compliance issues.

     During  the two most  recent  fiscal  years  and  through  the date of this
Report, the Company has not consulted with Farber regarding either:

     1.   the application of accounting principles to any specified transaction,
          either completed or proposed,  or the type of audit opinion that might
          be  rendered  on the  Company's  financial  statements,  and neither a
          written  report  was  provided  to the  Company  nor oral  advice  was
          provided that Farber concluded was an important  factor  considered by
          the Company in reaching a decision as to the  accounting,  auditing or
          financial reporting issue; or





                                       20
<PAGE>



     2.   any  matter  that was  either  subject of  disagreement  or event,  as
          defined in Item  304(a)(1)(iv)(A)  of  Regulation  S-B and the related
          instruction to Item 304 of Regulation  S-B, or a reportable  event, as
          that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.

     In December 2004, as a result of the 2003 change in control of the Company,
the Company's Board of Directors and Senior Management authorized the engagement
of Lawrence Scharfman & Co., CPA, P. A. (Scharfman) of Boynton Beach, Florida as
the Company's  new  independent  auditor and to perform  audits of the Company's
financial  statements for the years ended September 30, 2000,  2001, 2002, 2003,
2004, 2005 and 2006.

     During  the two most  recent  fiscal  years  and  through  the date of this
Report, the Company has not consulted with Scharfman regarding either:

     1.   the application of accounting principles to any specified transaction,
          either completed or proposed,  or the type of audit opinion that might
          be  rendered  on the  Company's  financial  statements,  and neither a
          written  report  was  provided  to the  Company  nor oral  advice  was
          provided that Scharfman  concluded was an important factor  considered
          by the Company in reaching a decision as to the  accounting,  auditing
          or financial reporting issue; or
     2.   any  matter  that was  either  subject of  disagreement  or event,  as
          defined in Item  304(a)(1)(iv)(A)  of  Regulation  S-B and the related
          instruction to Item 304 of Regulation  S-B, or a reportable  event, as
          that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.


ITEM 8A - Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

     Under  the  supervision  and  with  the  participation  of our  management,
including our principal  executive officer and principal  financial officer,  we
conducted an evaluation of our disclosure controls and procedures,  as such term
is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of
1934,  as amended  (Exchange  Act),  as of  September  30,  2001.  Based on this
evaluation,  our principal  executive  officer and principal  financial  officer
concluded that our disclosure  controls and procedures are effective in alerting
them on a timely basis to material  information relating to our Company required
to be included in our reports filed or submitted under the Exchange Act.

(b)  Changes in Internal Controls

     There were no significant changes (including corrective actions with regard
to significant  deficiencies  or material  weaknesses) in our internal  controls
over financial  reporting that occurred during the fourth quarter of Fiscal 2001
that has materially affected,  or is reasonably likely to materially affect, our
internal control over financial reporting.



                                    PART III


ITEM 9 - Directors,   Executive   Officers,   Promoters  and  Control  Persons;
         Compliance with Section 16(a) of the Exchange Act

     The directors and executive officers serving the Company are as follows:

     Name       Age     Position Held and Tenure
------------    ---     ----------------------------------------
Jason Smart      27     President, Chief Executive Officer
                        Chief Financial Officer and  Director




                                       21
<PAGE>



     The  director  named above will serve until the next annual  meeting of the
Company's  stockholders  or until  their  successors  are duly  elected and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently
exists or is contemplated.  There is no arrangement or understanding between any
of the  directors  or officers of the Company and any other  person  pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement,  plan or understanding as to whether non-management
shareholders  will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements,  agreements or
understandings  between   non-management   shareholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.

     The directors and officers will devote their time to the Company's  affairs
on an as needed basis, which, depending on the circumstances, could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely encompass less than four (4) hours per month.  There are no agreements or
understandings  for any  officer or director to resign at the request of another
person,  and none of the officers or directors  are acting on behalf of, or will
act at the direction of, any other person.

Biographical Information

     JASON  SMART  -  born  March  30,  1980  -  owns  and  operates   Strategic
Consultants, Inc., a market research company, based in Ontario Canada. Mr. Smart
has owned and  operated  this  company  since  early 2000.  Through  Mr.  Smart,
Strategic  Consultants,   Inc.,  provides  advertising  assessment  studies  for
companies  and  products.  The  studies  include  focus on product  and  service
awareness  and  satisfaction,  competitive  analysis  of product  and  services,
consumer  analysis  of product and  services,  specific  customer  satisfaction,
imaging and  positioning of products and services,  pricing  analysis of product
and services and service  quality and  product/service  development,  as well as
real estate projections.

     No director or officer of the Company has been  convicted  in any  criminal
proceeding  (excluding  traffic  violations)  or is the  subject  of a  criminal
proceeding which is currently proceeding.  No director or officer of the Company
is the subject of any legal proceeding  involving the Company or the performance
of his duties as such director or officer.

Compliance with Section 16(a) of the Exchange Act

     Section  16(a)  of the  Exchange  Act  requires  the  Company's  directors,
executive  officers  and persons  who own more than ten percent of a  registered
class of the  Company's  equity  securities  ("10%  holders"),  to file with the
Securities  and Exchange  Commission  (SEC)  initial  reports of  ownership  and
reports of changes in ownership of Common Stock and other equity  securities  of
the Company.

     Directors,  officers  and 10% holders are  required  by SEC  regulation  to
furnish the Company with copies of all of the Section  16(a)  reports they file.
Based  solely  on a  review  of  reports  furnished  to he  Company  or  written
representations  from the Company's  directors and executive officers during the
fiscal year ended  December  31,  2005,  no Section  16(a)  filing  requirements
applicable  to its  directors,  officers  and 10%  holders  for such  year  were
complied with.

Conflicts of Interest

     None of the officers of the Company  will devote more than a small  portion
of their respective time to the affairs of the Company.  There will be occasions
when the time  requirements of the Company's  business conflict with the demands
of the officers'  other business and investment  activities.  Such conflicts may
require that the Company  attempt to employ  additional  personnel.  There is no
assurance  that the  services of such persons will be available or that they can
be obtained upon terms favorable to the Company.



                                       22
<PAGE>



     The  officers,  directors  and  principal  shareholders  of the Company may
actively  negotiate  for the  purchase of a portion of their  common  stock as a
condition  to,  or  in  connection   with,  a  proposed  merger  or  acquisition
transaction.  It is  anticipated  that a substantial  premium may be paid by the
purchaser  in  conjunction  with any sale of shares by the  Company's  officers,
directors  and principal  shareholders  made as a condition to, or in connection
with, a proposed merger or acquisition transaction.  The fact that a substantial
premium may be paid to members of Company  management  to acquire  their  shares
creates a conflict  of  interest  for them and may  compromise  their  state law
fiduciary duties to the Company's other  shareholders.  In making any such sale,
members of Company  management may consider their own personal pecuniary benefit
rather  than  the  best  interests  of  the  Company  and  the  Company's  other
shareholders,  and the other  shareholders  are not  expected to be afforded the
opportunity  to  approve  or  consent  to  any  particular  buy-out  transaction
involving shares held by members of Company management.

     The Company has adopted a policy under which any  consulting or finders fee
that may be paid to a third party for consulting  services to assist  management
in evaluating a prospective  business  opportunity would be paid in stock rather
than in cash.  Any such  issuance  of  stock  would be made on an ad hoc  basis.
Accordingly,  the Company is unable to predict whether,  or in what amount, such
stock issuance might be made.

     It is not currently anticipated that any salary, consulting fee, or finders
fee shall be paid to any of the Company's directors or executive officers, or to
any  other  affiliate  of  the  Company  except  as  described  under  Executive
Compensation above.

     Although  management has no current plans to cause the Company to do so, it
is possible  that the Company may enter into an  agreement  with an  acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.


ITEM 10 - Executive Compensation

     Since the change in control in  December  2003,  management  of the Company
requires less than four (4) hours per calendar quarter.  Accordingly, no officer
or director has received any  compensation  from the Company.  Until the Company
acquires  additional capital, it is not anticipated that any officer or director
will  receive  compensation  from  the  Company  other  than  reimbursement  for
out-of-pocket   expenses  incurred  on  behalf  of  the  Company.   See  Certain
Relationships and Related Transactions.

     The Company currently has no active stock option,  retirement,  pension, or
profit-sharing  programs  open for the benefit of  directors,  officers or other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.


ITEM 11 - Security Ownership of Certain Beneficial Owners and Management

     The  following  table  sets  forth,  as of the  date of  this  Registration
Statement, the number of shares of Common Stock owned of record and beneficially
by  executive  officers,  directors  and  persons  who  hold  5% or  more of the
outstanding  Common Stock of the Company.  Also  included are the shares held by
all executive officers and directors as a group.



                                       23
<PAGE>



                                                                   % of Class
     Name and address                      Number of Shares   Beneficially Owned
-------------------------------------      ----------------   ------------------
National Business Investors - Joint Venture    15,002,718*           75.0%
500 S Australian Ave - Ste. 619
West Palm Beach, FL 33401


Executive Officers and Directors as            15,002,718*           75.0%
a group (three persons)
-------
* Following reverse split on November 19, 2007 was reduced to 75,014 shares.


ITEM 12 - Certain Relationships and Related Transactions

     The Company currently maintains a mailing address at 83 Stanley Road, UN 1,
Box 103, RR6, Woodville, Ontario K0M 2T0, Canada. The Company's telephone number
there is (416) 554-6546.  Other than this mailing address,  the Company does not
currently maintain any other office facilities, and does not anticipate the need
for maintaining  office  facilities at any time in the foreseeable  future.  The
Company  pays no rent or other fees for the use of the mailing  address as these
offices  are used  virtually  full-time  by other  businesses  of the  Company's
President.


ITEM 13 - Exhibits and Reports on Form 8-K

     (a) The following  sets forth those  exhibits filed pursuant to Item 601 of
Regulation S-K:

Exhibit     Descriptions
--------  -----------------------
31.1      Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1      Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

     (b) The following  sets forth the  Company's  reports on Form 8-K that have
been filed during the quarter for which this report is filed:

     Current Report filed on Form 8-K on November 19, 2007.


ITEM 14 - Principal Accountant Fees and Services

                                          Year ended           Year ended
                                       September 30, 2007    September 30, 2006
                                       ------------------    ------------------

1.   Audit fees                           $     26,000          $            -
2.   Audit-related fees                              -                       -
3.   Tax fees                                        -                       -
4.   All other fees                                  -                       -
                                          ------------          --------------
   Totals                                 $     26,000          $            -
                                          ============          ==============

     The  Company has not  designated  a formal  audit  committee.  However,  as
defined in Sarbanes-Oxley Act of 2002, the entire Board of Directors (Board), in
the absence of a formally appointed committee, is, by definition,  the Company's
audit committee.

     In  discharging  its  oversight  responsibility  as to the  audit  process,
commencing  with the  engagement  of Lawrence  Scharfman & Co.,  CPA, P. C., the
Board  obtained  from  the  independent  auditors  a  formal  written  statement
describing  all  relationships  between the  auditors and the Company that might
bear on the auditors'  independence as required by Independence  Standards Board
Standard No. 1,  "Independence  Discussions  with Audit  Committees."  The Board
discussed with the auditors any relationships  that may impact their objectivity
and independence,  including fees for non- audit services,  and satisfied itself
as to the auditors' independence.



                                       24
<PAGE>



     The Board discussed and reviewed with the independent  auditors all matters
required to be discussed by auditing standards  generally accepted in the United
States of America,  including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees".

     The Board  reviewed the audited  financial  statements of the Company as of
and for the years  ended  September  30, 2007 and 2006 with  management  and the
independent  auditors.  Management has the sole ultimate  responsibility for the
preparation of the Company's financial  statements and the independent  auditors
have the responsibility for their examination of those statements.

     Based on the  above-mentioned  review and discussions  with the independent
auditors and management,  the Board of Directors  approved the Company's audited
financial  statements and recommended that they be included in its Annual Report
on Form  10-KSB for the year ended  September  30, 2007 and 2006 for filing with
the Securities and Exchange Commission.

     The Company's  principal  accountant,  Lawrence Scharfman & Co., CPA, P. C.
did not engage any other persons or firms other than the principal  accountant's
full-time, permanent employees.


                [Remainder of this page left blank intentionally.]




              [Financial statements follow, beginning on Page F-1.]




                                       25
<PAGE>



                              ExperTelligence, Inc.


                          INDEX TO FINANCIAL STATEMENTS



Report of Independent Auditors...............................................F-2

Balance Sheet................................................................F-3

Statements of Operations.....................................................F-4

Statements of Stockholders' Equity...........................................F-5

Statements of Cash Flows.....................................................F-6

Notes to Financial Statement.................................................F-7























                                      F-1
<PAGE>



                          INDEPENDENT AUDITOR'S REPORT

The Board of Directors and Stockholders
Expertelligence, Inc.

We have audited the accompanying consolidated balance sheets of ExperTelligence,
Inc. (a Nevada  corporation)  as of September  30, 2007 and 2006 and the related
consolidated  statements  of  operations  and  comprehensive  loss,  changes  in
stockholders'  equity and cash flows for each of the two years  ended  September
30, 2007 and 2006, respectively. These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audits included consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
ExperTelligence, Inc. as of September 30, 2007 and 2006 and the results of their
consolidated  operations and  consolidated  cash flows for each of the two years
ended September 30, 2007 and 2006,  respectively,  in conformity with accounting
principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in the Notes to
the consolidated  financial  statements,  circumstances create substantial doubt
about the Company's  ability to continue as a going  concern.  The  consolidated
financial  statements do not contain any adjustments  that might result from the
outcome of these uncertainties.

                                               /s/ Lawrence Scharfman, CPA, P.A.
                                              ----------------------------------
                                                             Lawrence Scharfman,
CPA, P.A.
Boynton Beach, FL
January 10, 2008

                                      F-2
<PAGE>


<TABLE>
<CAPTION>
                              Expertelligence, Inc.
                        (A Development Stage Enterprise)
                                 Balance Sheets
                           September 30, 2007 and 2006

                                                          September 30, 2007    September 30, 2006
                                                          ------------------    ------------------
<S>                                                            <C>                  <C>
                                 ASSETS
CURRENT ASSETS
  Cash                                                         $           0        $            0
 Prepaid Officer Compensation                                              0                     0
                                                               -------------        --------------
          Total current assets                                             0                     0

OTHER ASSETS
   Goodwill                                                                0                     0
                                                               -------------        --------------
          Total other assets                                               0                     0
                                                               -------------        --------------
Total Assets                                                   $           0        $            0

                  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable
     Trade                                                     $           0        $            0
     Accrued interest payable                                         50,190                18,970
                                                               -------------        --------------
          Total current liabilities                            $      50,190        $       18,970

LONG-TERM LIABILITIES

    Line of credit payable                                           279,822               195,466
                                                               -------------        --------------
Total Liabilities                                                    318,697               214,436

STOCKHOLDERS' EQUITY
  Preferred stock - no par value, 25,000,000 shares authorized,
     None issued and outstanding                                           0                     0
  Common stock, $0.0001 par value, 300,000,000 shares authorized.
      20,824,770 shares issued and outstanding, respectively           2,046                 2,046
  Additional paid-in capital in excess of par                     14,140,322            14,140,322
  Deficit accumulated during the development stage               (14,461,065)          (14,461,065)

          Total stockholders' equity                                (318,697)             (214,436)
                                                               -------------        --------------
Total Liabilities and  Stockholders' Equity                    $           0        $            0
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                      F-3
<PAGE>


<TABLE>
<CAPTION>
                              Expertelligence, Inc.
                        (A Development Stage Enterprise)
                 Statements of Operations and Comprehensive Loss
                     Years ended September 30, 2007 and 2006
                 Period from October 1, 2003 (date of inception)
                           through September 30, 2007

                                                                                                  Period from
                                                                                                 October 1, 2003
                                                                Year ended      Year ended    (date of inception)
                                                                   ended            ended          through
                                                              September 30,     September 30,    September 30,
                                                                   2007             2006              2007
                                                             ----------------   --------------   --------------
<S>                                                          <C>                <C>              <C>
Revenues                                                     $              0   $            0   $            0

OPERATING EXPENSES:
   General and administrative expenses                                 58,356           49,980          303,822
   Professional fees                                                   26,000                0           26,000
   Interest expense                                                    19,905           18,970           38,875
                                                             ----------------   --------------   --------------
          Total expenses                                              104,261                0          368,697

Loss from operations                                         $       (104,261)  $      (68,950)  $     (368,697)
     Before provision for income taxes
Provision for income taxes                                                  0                0                0
Net Loss                                                             (104,261)         (68,950)        (368,697)

Other Comprehensive Income                                                  0                0                0
                                                             ----------------   --------------   --------------

Comprehensive Loss                                                   (104,261)         (68,950)        (368,697)
                                                             ================   ==============   ==============

Income (loss) per weighted average common share                           Nil              Nil
                                                             ================   ==============

Number of weighted average common shares outstanding               20,463,023       20,463,023
                                                             ================   ==============
</TABLE>



     The accompanying notes are an integral part of the financial statements

                                      F-4
<PAGE>


<TABLE>
<CAPTION>
                              Expertelligence, Inc.
                        (A Development Stage Enterprise)
             Statements of Changes in Stockholders' Equity (Deficit)
                 Period from October 1, 2003 (date of inception)
                           through September 30, 2007

                                                                                   Deficit
                                                                                 Accumulated
                                           Common Stock            Additional     During the       Total
                                     --------------------------     Paid-in      Development    Stockholders'
                                        Shares         Amount       Capital          Stage         Equity
                                     -----------  -------------  ------------   -------------   -------------
<S>                                  <C>          <C>            <C>            <C>             <C>
Balances at September 31, 2002         2,343,180  $         234  $ 11,399,832   $  (9,226,896)  $   2,338,090

Common shares issued for
   Settlement of debt
   Stock option excise, including
   "Fair value" adjustment for         3,107,125            311     2,690,791               0       2,691,102
   extercise prices at less than
   Fair value                             10,000              1         1,199               0           1,200

Net loss                                       0              0             0      (4,865,472)     (4,865,472)
                                     -----------  -------------  ------------   -------------   -------------
Balances at September 31, 2003         5,460,305            546    14,091,822     (14,092,368)              0

Common stock issuance for
 cash contribution                    15,002,718          1,500        48,500               0          50,000
Net loss                                       0              0             0         (50,000)        (50,000)
                                     -----------  -------------  ------------   -------------   -------------
Balances at September 31, 2004        20,463,023  $       2,046  $ 14,140,322   $ (14,142,368)  $           0
Net loss                                       0              0             0        (145,486)       (145,486)
                                     ===========  =============  ============   =============   =============
Balance at September 31, 2005         20,463,023  $       2,046  $ 14,140,322   $ (14,287,854)  $    (145,486)
Net loss                                       0              0             0         (68,950)        (68,950)
                                     ===========  =============  ============   =============   =============
Balance at September 31, 2006         20,463,023  $       2,046  $ 14,140,322   $ (14,356,804)  $    (214,436)
Net loss                                       0              0             0        (104,261)       (104,261)
                                     ===========  =============  ============   =============   =============
ENDING BALANCE, September 30, 2007    20,463,023  $       2,046  $ 14,140,322   $ (14,610,065)  $    (318,697
</TABLE>









     The accompanying notes are an integral part of the financial statements

                                      F-5
<PAGE>


<TABLE>
<CAPTION>
                              Expertelligence, Inc.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                     Years ended September 30, 2007 and 2006
                 Period from October 1, 2003 (date of inception)
                           Through September 30, 2007

                                                                                                Period from
                                                                                               October 1, 2003
                                                                Year ended      Year ended     (date of inception)
                                                                   ended            ended          through
                                                               September 30,     September 30,    September 30,
                                                                   2007             2006              2007
                                                             ----------------   --------------   --------------
<S>                                                          <C>                <C>              <C>
Cash Flows from Operating Activities
   Net loss for the period                                   $       (104,261)  $      (68,950)  $     (368,697)
Adjustments to reconcile net loss to net cash used by
 operating activities:
        Stock issued for services                                           0                0                0
Changes in operating assets and liabilities
        Increase (decrease) in accounts payable - trade                     0                0                0
        Increase (decrease) in accrued interest payable                19,905           18,970           38,875
                                                             ----------------   --------------   --------------
Net cash provided (used) by operating activities                      (84,356)         (49,980)        (329,822)

CASH FLOWS FROM INVESTING ACTIVITIES:

None                                                                        0                0                0
                                                             ----------------   --------------   --------------
Net cash provided (used) by investing activities                            0                0                0
                                                             ----------------   --------------   --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit note                                      84,356           49,980          279,822
Proceeds from sale of common stock                                          0                0           50,000

Net cash provided by financing activities                              84,356           49,980          329,822
                                                             ----------------   --------------   --------------
Net increase (decrease) in cash                                             0                0                0
CASH, beginning of period                                                   0                0                0
                                                             ----------------   --------------   --------------
CASH, end of period                                          $              0   $            0   $            0
                                                             ----------------   --------------   --------------
</TABLE>








     The accompanying notes are an integral part of the financial statements

                                      F-6
<PAGE>



                              ExperTelligence, Inc.
                   Notes to Consolidated Financial Statements
                     Years ended September 30, 2007 and 2006


NOTE A - Organization and Description of Business

ExperTelligence,  Inc. (Company) was originally  incorporated in accordance with
the Laws of the State of  California  on March 31,  1980.  The Company  formerly
developed Internet portal  technology,  published database software products for
the Internet,  and developed and hosted  web/database  and  electronic  commerce
application solutions.

On June 26, 2006, the Company changed its state of incorporation from California
to  Nevada  by means of a merger  with and into a Nevada  corporation  formed on
November 17, 2005 solely for the purpose of effecting the  reincorporation.  The
Certificate  of  Incorporation  and  Bylaws of the  Nevada  corporation  are the
Certificate  of  Incorporation  and Bylaws of the  surviving  corporation.  Such
Certificate of Incorporation  kept the Company's name of  ExperTelligence,  Inc.
and modified the Company's  capital structure to allow for the issuance of up to
300,000,000  shares of $0.0001 par value common stock and  25,000,000  shares of
$0.0001 par value preferred stock.

On May 12, 2003, in a Current Report on Form 8-K, the Company  announced that it
would  conduct an auction to sell the  Company's  assets and use the proceeds to
settle company debt, distributing any remainder to shareholders. This action was
precipitated by a lack of developmental and operating capital.

On October 20, 2003,  as announced in a Current  Report on Form 8-K, the Company
confirmed  that it conducted the  previously-noticed  public  auction of Company
assets.  That  auction,  held at noon on  October  15,  2003,  at the  Company's
offices,  then located at 614 Chapala Street in Santa Barbara,  California,  the
Company sold:

     -    the WebBase product,  including all related intellectual  property and
          computer  hardware,  software,  and  related  equipment,  license  and
          customer agreements, and operating accounts;
     -    the 3DStockCharts product, including all related intellectual property
          and computer hardware,  software,  and related equipment,  license and
          customer agreements, and operating accounts;
     -    the  Advertising  Commerce  Network  product,  including  all  related
          intellectual  property and computer  hardware,  software,  and related
          equipment, license and customer agreements, and operating accounts;
     -    miscellaneous office furniture and computer equipment.
     -    its interests in any and all third party corporations

All sales were made to creditors  of the Company,  and all payment for all items
was made in the form of a reduction of debt.  The Company  realized no cash from
the auction.

On December 23, 2003, as announced in a Current  Report on Form 8-K, the Company
issued 15,002,718 shares of the Company's unregistered, restricted Common Stock,
representing  approximately 75.0% of the class, to Douglas P. Martin in exchange
for a cash payment of fifty thousand dollars ($50,000). The proceeds of the sale
were used to further  reduce debt that was otherwise  uncancelled by the October
15, 2003 auction of the  Company's  assets or incurred  subsequent to that date.
The Company  relied upon Section 4(2) of The Securities Act of 1933, as amended,
for an exemption from  registration  of these shares and no underwriter was used
in this  transaction.  The effect of this  transaction  was a change of control,
where Mr. Martin or transferees now beneficially own approximately  75.0% of the
issued and outstanding voting securities of the Company.


                                      F-7
<PAGE>



                              ExperTelligence, Inc.
                   Notes to Consolidated Financial Statements
                     Years ended September 30, 2007 and 2006


NOTE A - Organization and Description of Business - Continued

On October 1, 2004,  the  Company  secured a Line of Credit for the  purposes of
bringing the financial  information  with respect to the Company current so that
it would be in a  position  to attract an  operating  company or a new  business
operation.  Since  that  time,  the  Company,  through  consultants  and its new
auditor,  has been able to update  it's  records and bring its books and records
current.

On October 1, 2004, the Company obtained a $250,000  unsecured line of credit to
provide   for  the   updating,   restructuring,   and  initial   financing   for
implementation  of a Company  business plan and model.  The line of credit bears
interest at 10% per annum,  payable  quarterly,  and all advanced  principal and
unpaid  interest  is due and payable on December  31,  2008.  The Lender has the
right to convert the principal amount of the indebtedness in whole or in part at
any time prior to repayment into the restricted common stock of the Company at a
conversion  rate of the lesser of 66 2/3 of the  average of the  closing bid and
ask price on the date of conversion, or $0.01 per share.

As of  September  30,  2007 a total of  $279,822  has been  advanced  under this
agreement.

Since the October 15, 2003 auction of the Company's assets,  the Company has had
no operations or significant  assets.  The Company's current principal  business
activity  is  to  seek  a  suitable  reverse   acquisition   candidate   through
acquisition, merger or other suitable business combination method.


NOTE B - Preparation of Financial Statements

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a year-end of September 30.

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 revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented.

The consolidated  financial  statements include the accounts of ExperTelligence,
Inc. and its wholly-owned subsidiaries, ExperClick.com, Inc. and ExperTelligence
Canada, Inc. and its majority-owned subsidiary 3DStockCharts.com,  Inc. Minority
interest represents minority shareholders'  proportionate share of the equity in
3DStockCharts.com,  Inc. All significant  intercompany accounts and transactions
have been eliminated in consolidation.




                                      F-8
<PAGE>



                              ExperTelligence, Inc.
                   Notes to Consolidated Financial Statements
                     Years ended September 30, 2007 and 2006


NOTE B - Preparation of Financial Statements - Continued

For  segment  reporting  purposes,  the Company  operated  in only one  industry
segment during the periods represented in the accompanying  financial statements
and makes all  operating  decisions and  allocates  resources  based on the best
benefit to the Company as a whole.


NOTE C - Going Concern Uncertainty

As of October 15, 2003, the Company held an auction to sell the Company's assets
and use the proceeds to settle company debt.  This action was  precipitated by a
lack of developmental and operating capital. All sales were made to creditors of
the  Company,  and all payment for all items was made in the form of a reduction
of debt. The Company  realized no cash from the auction.  The Company has had no
operations since 2003.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

The Company  anticipates  future sales of equity securities to facilitate either
the  consummation  of a business  combination  transaction  or to raise  working
capital to support and preserve the integrity of the corporate entity.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  stockholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.



                                      F-9
<PAGE>



                              ExperTelligence, Inc.
                   Notes to Consolidated Financial Statements
                     Years ended September 30, 2007 and 2006


NOTE D - Summary of Significant Accounting Policies

1.   Cash and cash equivalents

For Statement of Cash Flows purposes, the Company considers all cash on hand and
in banks,  certificates  of deposit  and other  highly-liquid  investments  with
maturities  of  three  months  or  less,  when  purchased,  to be cash  and cash
equivalents.

Cash overdraft positions may occur from time to time due to the timing of making
bank  deposits and releasing  checks,  in  accordance  with the  Company's  cash
management policies.

2.   Earnings (loss) per share

Basic  earnings  (loss) per share is computed by dividing the net income  (loss)
available to common shareholders by the weighted-average number of common shares
outstanding during the respective period presented in our accompanying financial
statements.

Fully  diluted  earnings  (loss) per share is computed  similar to basic  income
(loss) per share except that the  denominator is increased to include the number
of common stock equivalents (primarily outstanding options and warrants).

Common stock  equivalents  represent the dilutive effect of the assumed exercise
of the outstanding stock options and warrants,  using the treasury stock method,
at either  the  beginning  of the  respective  period  presented  or the date of
issuance,  whichever  is later,  and only if the common  stock  equivalents  are
considered  dilutive based upon the Company's net income (loss)  position at the
calculation date.

3.   Recently Issued Pronouncements

The   Company  is  of  the  opinion   that  any  and  all   pending   accounting
pronouncements,  either in the adoption phase or not yet required to be adopted,
will not have a  significant  impact  on the  Company's  financial  position  or
results of operations.










                                      F-10
<PAGE>



                              ExperTelligence, Inc.
                   Notes to Consolidated Financial Statements
                     Years ended September 30, 2007 and 2006


NOTE E - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.


NOTE F - Concentrations of Credit Risk

The  Company  and it's  subsidiaries  maintain  their cash  accounts  in various
financial  institutions  subject to  insurance  coverage  issued by the  Federal
Deposit Insurance  Corporation (FDIC). Under FDIC rules, the Company is entitled
to aggregate coverage of $100,000 per account type per financial institution.


NOTE G - Income Taxes

The  components  of income tax  (benefit)  expense  for each of the years  ended
September 30, 2007 and 2006, respectively, are as follows:

                                   Year ended        Year ended
                                   September 30,     September 30,
                                      2007              2006
                                   -------------     -------------
         Federal:
                  Current          $     -           $     -
                  Deferred               -                 -
                                   -------           -------
                                         -                 -
                                   -------           -------
         State:
                  Current                -                 -
                  Deferred               -                 -
                                   -------           -------
                                         -                 -
                                   -------           -------
                  Total            $     -           $     -
                                   =======           =======

As of September 30, 2003, the Company has a net operating loss  carryforward  of
approximately  $14,000,000 to offset future taxable  income.  However,  due to a
December 2003 change in control transaction and subject to current  regulations,
the amount and  availability  of the net operating  loss  carryforwards  will be
subject to limitations set forth by the Internal  Revenue Code.  Factors such as
the number of shares  ultimately  issued within a three year  look-back  period;
whether there is a deemed more than 50 percent change in control; the applicable
long-term  tax  exempt  bond  rate;  continuity  of  historical  business;   and
subsequent  income of the  Company  all enter  into the  annual  computation  of
allowable annual utilization of the carryforwards.





                                      F-11
<PAGE>



                              ExperTelligence, Inc.
                   Notes to Consolidated Financial Statements
                     Years ended September 30, 2007 and 2006


NOTE H - Equity Transactions

PREFERRED STOCK

None during this period and none issued and outstanding.

COMMON STOCK

None issued during this period.


NOTE I - Stock Option Plans

There are currently none.

















                [balance of this page intentionally left blank.]





                                      F-12
<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Act of 1933, as
amended,  the  Company  caused  this  report to be  signed on its  behalf by the
undersigned, thereto duly authorized.

                              ExperTelligence, Inc.


Dated: January 11, 2008              By: /s/ Jason Smart
       ------------------               ------------------------
                                        Jason Smart
                                        President, Sole Director
                                        Chief Executive Officer and
                                        Chief Financial Officer


     In accordance  with the Securities  Exchange Act of 1934, as amended,  this
report has been signed below by the  following  persons on behalf of the Company
and in the capacities and on the date as indicated. ExperTelligence, Inc.


Dated: January 11, 2008              By: /s/ Jason Smart
       ------------------               ------------------------
                                        Jason Smart
                                        President, Sole Director
                                        Chief Executive Officer and
                                        Chief Financial Officer






                                       38