UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K/A  [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2009  [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ______________  eCrypt Technologies, Inc. (Exact name of registrant as specified in its charter)  Colorado000-144957432-0201472(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)4750 Table Mesa Dr.
Boulder CO, 80305(Address of principal executive offices)Registrants telephone number, including area code: 1.866.241.6868 Securities registered under Section 12(b) of the Act: None Securities registered under Section 12(g) of the Act: Common Stock, par value $0.001  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [] Yes [X ] No  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the [  ] Yes [ X ] No  Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [  ] No  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not  contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer [ ]Accelerated filer [ ]Non-accelerated filer [ ]  (Do not check if a smaller reporting company)Smaller reporting company [ X ]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).[  ]Yes   [X ] No   State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of the last business day of the registrants most recently completed second fiscal quarter. $0.00.


As of June 30, 2009, the Company had 33,384,304shares issued and outstanding.                                                     EXPLANATORY NOTE:  eCrypt Technologies, Inc., a Colorado corporation is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to its annual report on Form 10-K, which was filed with the Securities and Exchange Commission on July 8, 2009 (the "Original Filing") to restate and reissue its audited financial statements for fiscal year ended March 31, 2009 contained in the Original Filing to include the opinion of De Joya Griffith and Company, LLC, a registered public accounting firm.  The previously issued statements were audited by Moore and Associates Chartered Accountants and Advisors whose registration was revoked in August of 2009.  Additionally, the audited financial statements for  fiscal year ended March 31, 2009 have been restated: i)  to reclassify and amortize a license fee; ii) to recalculate the value of certain convertible debt; iii) to reflect stock subscriptions converted to common stock and a 4-for-1 forward stock split subsequently announced; and iv) to reflect reclassification of assets and adjust depreciation for these assets.  The effect of the restatement is described in note 14 in the notes to the financial statements contained in this Amendment  In addition to the restatements discussed above, this Amendment: i) amends the information contained in Item 7 in the Original Filing; ii) amends the information contained in Item 9A of the Original Filing; iii) clarifies that the name of eCrypt Technologies, Inc.s main product is eCryptwhich has applications for BlackBerry® smartphones; and iv) clarifies that eCrypt Technologies, Inc.s website has changed from  shop.ecryptinc.com to www.ecryptinc.com.  Except as described above, no other changes have been made to the Original Filing.  Except as described above, this Amendment No. 1 on Form 10-K/A does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures, including any exhibits to the Original Filing affected by subsequent events. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the Original Filing.  Accordingly, this Amendment No. 1 on Form 10-K/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.  PART I  ITEM 1. BUSINESS.  Overview  eCrypt Technologies, Inc., a Colorado corporation (hereinafter we, us, eCrypt, the Company, or the Registrant"), was incorporated in the State of Colorado, on April 19, 2007.  The Company provides encryption software which secures the transmission of, storage of, and access to digital information.  Principal Products  eCrypts primary business focus is on Information Security solutions which assist individuals and entities in securely transmitting, storing, and accessing information.  The Company believes its business will come from three primary areas: (1) Software sales; (2) Managed Communication Network Services (MCNS); and (3) Information Technology (IT) consulting services.  The Company believes that a majority of its revenues will be derived from software sales, while some of its revenue will be derived from MCNS and IT consulting services.   3      Software Sales - eCrypt is developing and plans to sell device-based encryption and security software for Personal Digital Assistants (PDAs), wireless handheld devices, laptop and desktop computers, pocket computers, cellular phones, smartphones, and other file storage devices. The Company has developed, and is now selling via its eCommerce website, its flagship product, eCryptfor BlackBerry® smartphones, encryption software for messaging on BlackBerry smartphones; as of March 31, 2009, the Company had not earned any revenue from sales of eCryptfor BlackBerry smartphones. The Company is also in the process of developing the next generation version of eCrypt for BlackBerry smartphones.  In 2007, eCrypt secured a 50-user BETA test group for eCryptfor BlackBerry smartphones.  eCrypt has also received a commitment from the 50-user BETA test group for the purchase of at least 100 licenses of eCryptfor BlackBerry smartphones upon successful completion of BETA testing; each individual license will be sold for $49.95.  eCrypt is also developing and plans to sell device-based encryption and security software which protects email, Short Message Service (SMS), peer-to-peer (P2P), PIN-to-PIN, Instant Messaging (IM), Multimedia Message Service (MMS), and voice communications for users on such devices and mobile devices.  Additionally, eCrypt is developing and plans to sell device-based secure access interfaces which allow users to conduct financial activities on mobile devices, as well as secure access User Interfaces (UIs) for mobile devices.  eCrypt has the ability to customize its device-based encryption and security software, as well as its secure access UIs, for the purpose of securely storing, communicating and accessing information.  In addition to the device-based software, eCrypt is also developing and plans to sell appliance-based encryption software for email servers and for the files stored on servers.  Managed Communications Network Service eCrypt also operates a Managed Communications Network Services business through which eCrypt assists its clients with managing their electronic communication needs.  IT Consulting Services eCrypt also will provide IT consulting services through which eCrypt will assist its clients with establishing solutions for deficiencies or weaknesses in the clients business equipment, communications infrastructure, communications network security, and/or business practices in relation to the security of information.  Growth and Development  The eCrypt team assembled in June 2006, at which time the members began concept development for what has become the Companys flagship product, eCryptfor BlackBerry® smartphones.  The Company formally incorporated in the State of Colorado, on April 19, 2007 (Incorporation Date) and commenced product development shortly thereafter.  Since its Incorporation Date, the Company has performed a number of tasks in furtherance of the Companys business.  These tasks include, but are not limited to:  i) setting up bank accounts; ii) establishing supplier accounts; iii) purchasing business equipment and software; iv) completing an initial private placement offering of common stock; v) entering into a service agreement with a client for MCNS; vi) entering into an OEM License agreement with Certicom (for the development of eCryptfor BlackBerry® smartphones) and a BlackBerry ISV (Independent Software Vendor) Alliance with Research In Motion (RIM), as more fully explained within this section; and vii) applying for Mass Market Commodity Classification foreCryptfor BlackBerry smartphones from the United States Department of Commerce Bureau of Industry and Security.  The Company is currently in the process of developing a second generation version of its flagship product, eCrypt, encryption software for messaging on BlackBerry Wireless Handheld devices.   4      Certicom OEM  Effective January 31, 2008, eCrypt entered into an OEM License Agreement (the OEM License Agreement) with Certicom Corp., a cryptography company specializing in public key infrastructure implementations, device security, anti-counterfeiting, product authentication, asset management, and fixed-mobile convergence.  Pursuant to the OEM License Agreement, eCrypt was granted a worldwide, non-exclusive, non-transferable license to develop a software product which combines eCrypts software with Certicoms software, Security Builder Crypto-C for RIM, Version 3.2, as compiled within the Research in Motion Crypto API (Security Builder).  Additionally, through the OEM License Agreement eCrypt was granted a license to reproduce and use the object code of the libraries, sample code, and other items specifically designated as runtime in Security Builder for distribution purposes.  eCrypt is required to pay Certicom a production fee of $1.00 per unit for each application sold by eCrypt, with an initial $10,000 production fee for the first 10,000 units having been paid upon execution of the OEM License Agreement.  The term of the OEM License Agreement is three (3) years.  The foregoing description of the OEM License Agreement does not purport to be complete and is qualified in its entirety by reference to the OEM License Agreement which was filed as Exhibit 10.1 to the Companys Form 10 registration statement filed with the Securities and Exchange Commission on November 11, 2008.  BlackBerry ISV with RIM  Effective April 2, 2008, eCrypt entered into a BlackBerry Alliance Program  Master Alliance Agreement and joined the BlackBerry Alliance Program with Research in Motion Limited (RIM), a leading designer, manufacturer, and marketer of wireless solutions for the worldwide mobile communications market.  Specifically, eCrypt is part of the BlackBerry® Independent Software Vendor (ISV) Alliance Program (the Alliance Program).  The Alliance Program is intended to provide certain support to members who are interested in integrating marketable third party applications for BlackBerry wireless handheld devices.  As a BlackBerry® ISV Alliance MemberTM, eCrypt receives resources, support and tools from RIM needed to develop and sell software applications for BlackBerry® smartphone users.  Members of the Alliance Program are granted the personal, non-exclusive, non-transferrable right to distribute BlackBerry Solutions or Third Party Software for RIM Products in the Members designated territory.  eCrypts designated territory is the United States of America.  As part of the Alliance Program, RIM and eCrypt are permitted to engage in joint marketing efforts with the other on a non-exclusive basis from time to time.  The initial term of the Alliance Program was one (1) year.  Pursuant to the terms of the Alliance Program  Master Alliance Agreement, RIM elected to renew the relationship with eCrypt for a period from April 2009 to August 2009.  In August RIM will commence a new Alliance Program.  At that point eCrypt will need to enter into a new agreement with RIM to continue its participation in the Alliance Program.  The foregoing description of the BlackBerry Alliance Program  Master Alliance Agreement does not purport to be complete and is qualified in its entirety by reference to the BlackBerry Alliance Program  Master Alliance Agreement which was filed as Exhibit 10.2 to the Companys Form 10 registration statement filed with the Securities and Exchange Commission on November 11, 2008.  Research and Development  Since its inception, eCrypts founders have collectively contributed thousands of uncompensated hours to  5      the research and development necessary to form the Company and launch the Companys business operations.  The time contributed has primarily been focused on development and testing of the Companys flagship software product, eCryptfor BlackBerry® smartphones, research of the information security industry, research of target markets, and research of the legal regulatory environment applicable to encryption software.  Over the next twelve (12) months, eCrypt plans to continue developing product enhancements and strengthening strategic alliances.  In particular, eCrypt plans to complete development of the second generation version of its flagship product, eCryptfor BlackBerry® smartphones, and commence development of additional language support for both versions of eCryptfor BlackBerry smartphones.  The Company also plans to commence research for development of encryption software solutions for platforms other than the BlackBerry Wireless Handheld, as well as research for development of other security software for mobile devices.  Additionally, the Company will engage BETA test groups in anticipation of software releases.  eCrypt was represented by Brad Lever, our Chief Executive Officer and Gabriel Rosu, our Chief Development Officer at the Wireless Enterprise Symposium (WES) in May of 2009, a conference billed as the biggest BlackBerry event of the year.  At WES, eCrypt had the opportunity to perform informal market research among potential end users, fellow Alliance Members, and potential competitors, as well as to establish contact with potential strategic partners such as global wireless carriers.  The Company has begun prospecting for distribution alliance partners.  Furthermore, eCrypt will pursue strategic engagements of individuals considered to be leading authorities in the field of cryptography for the purposes of seeking advice, testing software, and providing other relevant product-specific research and guidance.  The Company will commence marketing campaigns with Media2O Productions (http://media2o.com/), an innovative multimedia content development company, and commence a global marketing campaign which will include video, social networking, and potential involvement in Data Privacy Day (January 28).  The Company has completed negotiations and is awaiting a final copy of the agreement.  The Company will also continue to develop its relationship with RIM and engage in cooperative marketing.  Also build on relationships established at WES with the major global wireless carriers and other BlackBerry smartphone resellers.  Production  Software - All eCrypt software is currently developed under the supervision of Brad Lever, Gabriel Rosu and Kasia Zukowska, the initial founders of eCrypt (collectively referred to as the Founders).  Software testing and troubleshooting is carried out by all Founders of the Company.  The software is then deployed for use and testing by BETA groups, who provide feedback to the Company regarding bugs and other problems which may be discovered in the software.  The Founders organize regular meetings to absorb and address the feedback received from these testing sessions.  Managed Communications Network Services  For its MCNS business, eCrypt gathers and analyzes information on-site at a clients place of business.  Concept development is then completed at eCrypts offices.  Once completed, the final solution is presented to the client; the implementation of the concept may require the purchase of appropriate equipment, as well as the engagement of a data center, which will host one or more of the servers required for the solution.  Upon the clients acceptance of the concept, eCrypt installs and configures all necessary equipment and trains clients on its use.  eCrypt then provides ongoing  6      user assistance, as well as recurring visits to the clients site for maintenance purposes.  IT Consulting  eCrypt will provide IT consulting services at the clients place of business.  In typical IT consulting service projects, clients will engage eCrypt to discover, address, and propose solutions for deficiencies or weaknesses in the clients business equipment, communications infrastructure, communications network security, and/or business practices in relation to the security of information.  Suppliers  eCrypts major suppliers for its recurring business needs include, but are not limited to: i) Certicom; ii) Research in Motion (RIM); iii) AT&T Mobility; iv) Init Seven; and v) Stargate Connections Ltd.  Certicom -Certicom provides the Company with cryptography Application Program Interfaces (APIs), which enable developers to secure applications, communications, and mobile devices while protecting content and other critical assets using cryptography. As noted above, eCrypt has a three (3) year OEM License Agreement with Certicom.  Research in Motion -eCrypt is a RIM BlackBerry® ISV Alliance MemberTM.  As part of the BlackBerry Alliance, RIM provides the Company with resources, support and tools necessary to develop and sell innovative, market-driven applications for BlackBerry smartphone users.  The initial term of the Alliance Program is one (1) year.  Thereafter, RIM may elect to renew the relationship with eCrypt for successive one-year periods.  AT&T -AT&T Mobility provides the Company with wireless data services and devices for the Companys Managed Communications Network Services.  AT&T Mobility also provides the Company with wireless services and devices for the Companys internal operations.  Init Seven -Init Seven, AG provides the Company with co-location services, commonly referred to as server hosting services.  Stargate Connections Ltd. -Stargate Connections Ltd., provides the Company with co-location services, commonly referred to as server hosting services.  Distribution  The Company plans to distribute its software globally, in accordance with applicable import and export regulations, through a number of distribution channels.  The primary method of distribution will be through the Companys eCommerce website at www.ecryptinc.com.The Company will also pursue strategic distribution alliances with service providers, carrier dealers, and software vendors to distribute its software.  The Company does not currently have any strategic distribution alliance contracts in place.  To date the Company has not distributed any products.  The Company has, however, provided its Managed Communications Network Services to a client.  All of eCrypts products and services will be offered and distributed globally, in accordance with applicable import and export regulations.  Customers and Marketing  Customers   7      To date, the Companys only current customer through which the Company has generated revenue is a party utilizing the Companys services related to its MCNS business.  Marketing  The Company will initially make efforts to market its product(s) on the internet, using the Company website (www.ecryptinc.com), as well as a Company microsite developed by Media2O Productions, and on social networking sites such as Twitter and Facebook.  Additionally the Company is exploring the potential of listing its flagship product, eCryptfor BlackBerry® smartphones on online application marketplace websites such as MobiHand and Handango.   Additionally, the Company will list its flagship product, eCryptfor BlackBerry smartphones in Research In Motions BlackBerry Solutions Catalogue, and explore joint marketing opportunities.  The Company plans to have both casual (without a booth) and official (with a booth or as a Speaker) presence at trade shows such as the Financial Forum hosted in Vancouver, BC Canada; the IDC IT FORUM & EXPO hosted in Boston, MA USA; the ISCE International Satellite & Communications Exchange Conference and Expo hosted in LA, CA USA; DIGITAL DOWNTOWN (D2) hosted in NY, NY USA; GLOBALCOMM hosted in Las Vegas, NV USA; and other such trade shows and expos, internationally.  The Company will also market its solution to Celebrities and Personalities at conventions such as the Sundance Film Festival.  Additionally the Company will seek to place advertisements in various LifeStyle, Technology, and Business magazines. Additionally the Company is considering engaging in strategic marketing alliances (eg: sponsoring an athlete).  Remaining marketing will be word of mouth, and referrals.  Competition  eCrypts flagship software product, eCryptfor BlackBerry® smartphones, faces direct competition from three primary development companies: SAMURAI by BabelSecure, SecureMessage by Cworx, and SecretMail by Link2.   Each of the foregoing companies currently offers and sells a software product similar to our flagship product, eCryptfor BlackBerry smartphones.   These companies are at a more advanced stage of business operations than eCrypt because their products are currently available in the market place.  Although there is no assuarance that we will be able to successfully compete with these companies once we release eCryptfor BlackBerry smartphonesto the marketplace, we currently believe that we will be able to successfully compete with these companies because we believe that eCryptfor BlackBerry smartphoneswill have better functionality and will be easier to use than the products of our competitors.  With respect to the Companys other security software, eCrypt faces tangential competition from Ascendo, Inc. and Rove (formerly Idokorro Mobile).  eCrypt also faces general competition to its security applications from other information security companies, such as PGP, Entrust, and Voltage.  Property  The Company does not currently own any real property.  However, the Company has negotiated the lease of office space located at 103 - 248 East 2nd Avenue, Vancouver, British Columbia, Canada.  The space is currently under construction; eCrypt anticipates that the space will be ready for occupancy in November 2009.  This office will serve as the Companys headquarters.  Currently the Company runs its business operations at 2129 - 4951 Netarts Hwy W, Tillamook OR, 97141.  The Company utilizes a Switzerland-based co-location facility to host its email servers and a Canadian-based co-location facility to host its eCommerce server.  The eCommerce server will serve as the mechanism through which the Company will distribute its software online, for both purchase and evaluation purposes.  8       eCrypt owns the following internet domain names: ecryptinc.com, ecryptinc.ca, ecryptinc.org, ecryptinc.net, ecryptinc.cc, and ecryptinc.mobi.  Intellectual Property and Agreements  Trademarks  eCrypt has applied for trademarks with the United States Patent and Trademark Office for each of the following:  1)  A stylized version of the eCrypt logo in relation to products and services offered by the Company.  The mark consists of the letter e in small circle and a stylized version of the word crypt.  The mark appears as follows:  [ecrypt_10ka20090331amende002.gif]  2)  A stylized version of the e icon in relation to products and services offered by the Company.  The mark consists of the letter e in a small circle.  The mark appears as follows:  [ecrypt_10ka20090331amende004.gif]  3)  The word mark control is key, without stylization, in relation to products and services offered by the Company.  The mark consists only of the words of which it is comprised.  Patents  eCrypt is currently investigating whether its original processes developed in association with its flagship encryption software, eCryptfor BlackBerry® smartphonesare patenable.  If the Company determines that its original processes are patentable, then the Company will apply for patent protection with the United States Patent and Trademark Office.  Licenses   9      The research, development and commercialization of a encryption software often involves alternative development and optimization routes, which are presented at various stages in the development process. The preferred routes cannot be predicted at the outset of a research and development program because they will depend upon subsequent discoveries and test results.  There are numerous third-party patents in our field, and it is possible that to pursue the preferred development route of one or more of our products we will need to obtain a license to a patent, which would decrease the ultimate profitability of the applicable product. If we cannot negotiate a license, we might have to pursue a less desirable development route or terminate the program altogether.  As noted above, effective January 31, 2008, eCrypt entered into an OEM License Agreement with Certicom Corp., a cryptography company specializing in public key infrastructure implementations, device security, anti-counterfeiting, product authentication, asset management, and fixed-mobile convergence.  Pursuant to the OEM License Agreement, eCrypt was granted a worldwide, non-exclusive, non-transferable license to develop a software product which combines eCrypts software with Certicoms software, Security Builder Crypto-C for RIM, Version 3.2, as compiled within the Research in Motion Crypto API.  Additionally, through the OEM License Agreement eCrypt was granted a license to reproduce and use the object code of the libraries, sample code, and other items specifically designated as runtime in Security Builder for distribution purposes.  eCrypt is required to pay Certicom a production fee of $1.00 per unit for each application sold by eCrypt, with an initial $10,000 production fee for the first 10,000 units having been paid upon execution of the OEM License Agreement.  The term of the OEM License Agreement is three (3) years.  Trade Secrets  The Company also relies on trade secrets, proprietary know-how and continuing technological innovation to develop and maintain a competitive position in our product areas.  eCrypt employees and officers must sign a Non-Disclosure Agreement before they are authorized to discuss particulars of the functionality of the Companys software products.  All current employees and officers of the Company who are privy to confidential information have signed Non-Disclosure and Non-Competition Agreements with the Company.  The foregoing description of our Non-Disclosure Agreement does not purport to be complete and is qualified in its entirety by reference to the Non-Disclosure Agreement which was filed as Exhibit 10.3 to the Companys Form 10 registration statement filed with the Securities and Exchange Commission on November 11, 2008  Additionally, Gabriel Rosu, the Companys Chief Development Officer, has signed a Software Development Partnership Agreement with the Company, pursuant to which eCrypt specifically retains ownership rights to all codes created and developed by Mr. Rosu in the scope of his engagement by the Company.  The foregoing description of the Software Development Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the Software Development Partnership Agreement which is attached hereto as Exhibit 10.4 and is hereby incorporated by reference.  Environmental Issues  The Companys goods and services, or the production or provision thereof, do not directly impact the environment.  Notwithstanding the foregoing, the Company strives to be environmentally friendly in all aspects of its operations.  Governmental Regulations  Encryption Software is classified as a dual-use good, meaning that it can be used by both the general  10      public and the military.  Export of such goods is regulated by The Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies (the Wassenaar Arrangement). The Wassenaar Arrangement was established in order to contribute to regional and international security and stability by promoting transparency and greater responsibility in transfers of conventional arms and dual-use goods and technologies, thus preventing destabilizing accumulations. Participating States seek, through their national policies, to ensure that transfers of these items do not contribute to the development or enhancement of military capabilities which undermine these goals, and are not diverted to support such capabilities. The Participating States of the Wassenaar Arrangement include:  Argentina, Australia, Austria, Belgium, Bulgaria, Canada, Croatia, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg, Malta, Netherlands, New Zealand, Norway, Poland, Portugal, Republic of Korea, Romania, Russian Federation, Slovakia, Slovenia, South Africa, Spain, Sweden, Switzerland, Turkey, Ukraine, United Kingdom and United States.  In the United States, the Bureau of Industry and Security (BIS) is responsible for implementing and enforcing the Export Administration Regulations (EAR), which regulate the export and re-export of most commercial items.  Encryption software is subject to the EAR and other U.S. law, and may not be exported or re-exported to certain countries (currently Cuba, Iran, North Korea, Sudan and Syria) or to persons or entities prohibited from receiving U.S. exports.  Because of this, the Company has applied and has received approval for Mass Market Status Export Authorization from the BIS.  Mass Market Status is given to encryption products which have been reviewed and classified by the BIS as exportable under certain rules and regulations, including the mass market encryption rules of the EAR.  On June 11, 2008 eCrypt received a Mass Market Commodity Classification for eCryptfor BlackBerry® smartphones from the United States Department of Commerce; a copy of the Commodity Classification was attached as Exhibit 10.5 to the Form 10 registration statement filed by the Company with the Securities and Exchange Commission on November 11, 2008, and is hereby incorporated by reference.  Because the Company has received this Commodity Classification, eCrypt is allowed to export its software to all people, except restricted parties, such as Specially Designated Nationals, Denied Parties, Denied Entities, and any other prohibited end uses and users (such as end uses/users involving the design, development, production or use of WMDs or missiles), and all countries, except embargoed destinations identified in the EAR.  Employees  The Company does not currently have any full-time employees.  Founder Kasia Zukowska has been contracted by the Company to perform administrative duties on behalf of the Company.  The remaining founders of the Company are currently fulfilling the roles described herein without wages or salaries.  Reports to Security Holders  We are subject to the informational requirements of the Securities Exchange Act of 1934 which requires us to file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information may be inspected at public reference facilities of the SEC at 100 F Street, NE, Room 1580, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549 at prescribed rates. The public could obtain information on the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330.  Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC's Internet website at http://www.sec.gov.  11       ITEM 1A. RISK FACTORS  Not Applicable.  ITEM 1B. UNRESOLVED STAFF COMMENTS  Not Applicable.  ITEM 2. PROPERTIES.  The Company does not currently own any real property.  However, the Company has negotiated the lease of office space located at 103 - 248 East 2nd Avenue, Vancouver, British Columbia, Canada.  The space is currently under construction; eCrypt anticipates that the space will be ready for occupancy in November 2009.  This office will serve as the Companys headquarters.  Currently the Company runs its business operations at 2129 - 4951 Netarts Hwy W, Tillamook OR, 97141.  The Company utilizes a Switzerland-based co-location facility to host its email servers and a Canadian-based co-location facility to host its eCommerce server.  The eCommerce server will serve as the mechanism through which Company will distribute its software online, for both purchase and evaluation purposes.  eCrypt owns the following internet domain names: ecryptinc.com, ecryptinc.ca, ecryptinc.org, ecryptinc.net, ecryptinc.cc, ecryptinc.mobi.  ITEM 3. LEGAL PROCEEDINGS.  The Company is not a party to any significant pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  No matters were submitted to a vote of the security holders of the Company during the fourth quarter of the fiscal year which ended March 31, 2009.  PART II  ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.  Market Information.  The Companys shares are approved for trading on the OTCBB under the symbol ECRY.   However, there is no established or liquid trading market for the Companys shares because very limited, if any, trading has occurred with the Companys common stock over the last two fiscal years.  12       Holders.  As of June 30, 2009 there were 33,384,304 shares of common stock issued and outstanding and approximately 62 shareholders of record.  Dividends.  The Company has not declared or paid any cash dividends on its common stock during the fiscal years ended March 31, 2009 or 2008.  There are no restrictions on the common stock that limit the ability of us to pay dividends if declared by the Board of Directors and  the loan agreements and general security agreements covering the Companys assets do not limit its ability to pay dividends.  The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Companys assets, after payment of the liabilities, is less than the aggregate of the Companys liabilities and stated capital of all classes  ITEM 6. SELECTED FINANCIAL DATA.  Not Applicable.  ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.  SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS  CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.   13      Overview & Plan of Operation  eCrypt Technologies, Inc. was incorporated in the State of Colorado, on April 19, 2007.  The Company provides encryption software which secures the transmission of, storage of, and access to digital information.  Currently the Company is in the developmental stage and is in the process of establishing its business operations.  Over the next twelve (12) months, eCrypt will continue developing product enhancements and strengthening strategic alliances.  In particular, eCrypt plans to complete development of the second generation version of its flagship producteCryptfor BlackBerry® smartphones, and commence development of additional language support for both versions ofeCryptfor BlackBerry smartphones.The Company has commencedresearch for development of encryption software solutions for platforms other than the BlackBerry smartphone as well as research for development of other security software for mobile devices.  CEO and President, Brad Lever, represented the Company at theWireless Enterprise Symposium (WES) in May of 2009, a conference billed as the “biggest BlackBerry event of the year,” as a new BlackBerry® ISV Alliance MemberTM guest of RIM.  At WES,Brad Leverhad the opportunity to perform informal market research among potential end users, fellow Alliance Members, and potential competitors.  Additionally, the Company has begun prospecting for distribution alliance partners and will be seeking to formalize these relationships in the first or second quarter of the 2010 fiscal year.  Furthermore, eCrypt will pursue strategic engagements of individuals considered to be leading authorities in the field of cryptography for the purposes of seeking advice, testing software, and providing other relevant product-specific research and guidance.  In addition to the foregoing, in an effort to advance the business operations of the Company, over the next twelve (12) months the Company plans to undertake the following actions in the order in which they are listed:   1 complete development of the second generation version of eCryptfor BlackBerry® smartphones;  2 commence and complete BETA testing of the second generation version of eCryptfor BlackBerry smartphones;  3 commence distribution of second generation version of eCryptfor BlackBerry® smartphones, in accordance with all applicable import and export rules and regulations;  The foregoing business actions are goals of the Company.  There is no assurance that the Company will be able to complete any, or all, of the foregoing actions.  Results of Operations  The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the fiscal year ended March 31, 2009. The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-K.


Our financial statements are stated in US Dollars and are prepared in accordance with generally accepted accounting principals of the United States (GAAP).  Results of Operation for eCrypt Technologies, Inc. for the Fiscal Year Ended March 31, 2009 Compared to the Fiscal Year Ended March 31, 2008. Revenue


14


Revenue.  During the fiscal year ended March 31, 2009, the Company had revenues of $46,350as compared to revenues of $11,000 during the fiscal year ended March 31, 2008, an increase of $35,350, or approximately 321%. The increase in revenue experienced by the Company was primarily attributable to the Company earning 75%, or $46,350, of the fees due under a pre-paid MCNS contract which commenced July 1st, 2008 and continues for a term of 1 year.  The remaining amount due under the contract of $15,450 is classified as deferred revenue.  Operating Expenses  Operating Expenses.  During the fiscal year ended March 31, 2009, the Company had operating expenses of $136,346 as compared to operating expenses of $40,368 during the fiscal year ended March 31, 2008, an increase of approximately 238%. The increase in operating expenses experienced by the Company was primarily attributable to an increase in amortization and depreciation, general and administrative expenses, and professional fees.  Net Loss  The Company had a net loss of $(92,111) for the fiscal year ended March 31, 2009 as compared to a net loss of $(35,505) for the fiscal year ended March 31, 2008, a change of $56,606 or approximately 159%.  The change net loss experienced by the Company was primarily attributable to an increase in operating expenses experienced by the Company.  Liquidity and Capital Resources  Currently, we have limited operating capital.  The Company anticipates that it will require approximately $2,000,000 of working capital to complete all of its desired business activity during the next twelve months.  The Company has earned limited revenue from its business operations relating to its MCNS business through which eCrypt assists its clients with managing their electronic communication needs.  We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and the revenues generated from our business operations alone may not be sufficient to fund our operations or planned growth.  As noted above, we will likely require additional capital to continue to operate our business, and to further expand our business.   We may be unable to obtain the additional capital required.   Our inability to raise additional funds when required will have a negative impact on our operations, business development and financial results.  During the next twelve months, we plan on generating the necessary capital to fund our business operations and complete our desired business activity through sales of our flagship product, eCrypt, and eCrypt PayPerUse..  As of the period ended September 30, 2009, we have not generated any revenue through sales of eCryptor eCrypt PayPerUse. If we are unable to generate the necessary capital through the sales of eCrypt, and eCrypt PayPerUse, we may conduct a private placement offering to raise the necessary working capital to fund our business operations.   We may be unable to obtain the additional capital required.   Our inability to generate capital or raise additional funds when required will have a negative impact on our operations, business development and financial results.  In an effort to raise additional funds, during the period ended March 31, 2009, the Company completed a private placement offering pursuant to which the Company raised a total of $136,546 through the sale of 182,062 Units at a purchase price of $.75 per Unit. Each Unit consisted of one share of common stock (the Common Stock) and one Warrant (the Warrants). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $0.90 per share at any time up to 24 months from the subscription date. The warrants expire on or before May 4, 2011.    15     The following discussion outlines the state of our liquidity and capital resources for the fiscal year ended March 31, 2009, compared to the period from April 19, 2007 (inception) to March 31, 2008 (fiscal year end):  Total Current Assets & Total Assets  Our audited balance sheet reflects that: i) as of March 31, 2009, we have total current assets of $99,432, as compared to total current assets of $20,079 at March 31, 2008, an increase of $79,353, or approximately 395%; and ii) as of March 31, 2009, we have total assets of $134,619, compared to total assets of $57,764 as of March 31, 2008, an increase of $76,855, or approximately 133%.  The increase in the Companys total current assets and total assets from March 31, 2009 to March 31, 2008 was primarily attributable to the collection of financing proceeds via a private placement offering of the Companys common stock.  Cash As of March 31, 2009, our audited balance sheet reflects that we have cash of $95,994, as compared to $19,528 at March 31, 2008, an increase of $76,466, or approximately 392%.  The increase in the Companys cash and short term investments from March 31, 2009 to March 31, 2008 was primarily attributable tothe collection of financing proceeds via a private placement offering of the Companys common stock.  Total Current Liabilities  As of March 31, 2009, our audited balance sheet reflects that we have total liabilities of $47,658 as compared to total liabilities of $35,139 at March 31, 2008, an increase of $12,519, or approximately 36%.  The increase in the Companys total liabilities from March 31, 2009 to March 31, 2008 was primarily attributable to collected but deferred revenue of $15,450 for pre-paid MCNS contract which commenced on July 1, 2008 for a term of 1 year, and an increase in accrued interest on convertible loan due to a related party.  Deferred Revenue As of March 31, 2009, our balance sheet reflects that we have deferred revenue of $15,450, as compared to deferred revenue of $nil as of March 31, 2009.  The increase in our deferred revenue was attributable to the fact that on July 1, 2008 the Company entered into an agreement to provide a client with network services for a one-year term.  The agreement provides for a prepayment of $61,800 for the full term of the contract. $46,350 represents the earned balance of the prepayment at March 31, 2009.  Cash Flow for the Company for the Fiscal Year Ended March 31, 2009 as Compared to the Fiscal Year Months Ended March 31, 2008  Operating Activities During the fiscal year ended March 31, 2009, the net cash used by the Company in operating activities was $61,837 as compared to net cash used in operating activities of $16,735 during the fiscal year ended March 31, 2008, a change of $45,102.  Investing Activities During the fiscal year ended March 31, 2009, the net cash used by the Company in investing activities was $18,144, as compared to net cash used in investing activities of $42,667 during the fiscal year ended March 31, 2008, a change of $24,523. The change in net cash used by investing activities was primarily attributable to depreciation of office and business equipment and hardware.  Financing Activities During the fiscal year ended March 31, 2009, the net cash provided by financing activities was $156,447, as compared to net cash provided by financing activities of $78,930 for the during the fiscal year ended March 31, 2009, an increase of $77,517, or approximately 98%. The change in net cash provided by financing activities was primarily attributable to the private placement offering conducted by the Company.  Off Balance Sheet Arrangements  The Company does not have any off-balance sheet arrangements.   16      ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Not Applicable.  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.  The financial statements of the Company required by Article 8 of Regulation S-X are attached to this report.   17         eCRYPT TECHNOLOGIES, INC. AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED MARCH 31, 2009     PageReport of Independent Registered Public Accounting Firm19Consolidated Balance Sheet20Consolidated Statements of Operations & Comprehensive Income21Consolidated Statements of Stockholders Equity22Consolidated Statements of Cash Flows23Notes to Consolidated Financial Statements24 - 43    18     [ecrypt_10ka20090331amende005.jpg]       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To the Board of Directors and Stockholders eCrypt Technologies, Inc. Tillamook, OR 97141  We have audited the accompanying balance sheets of eCrypt Technologies, Inc. (A Development Stage Enterprise) as of March 31, 2009 and March 31, 2008 and the related statements of operations, stockholders (deficit) and cash flows for the years then ended and from inception (April 19, 2007) through March 31, 2009. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 financial statements referred to above present fairly, in all material respects, the financial position of eCrypt Technologies, Inc. (A Development Stage Enterprise) as of March 31, 2009 and March 31, 2008 and the results of its operations and cash flows for the years then ended and from inception (April 19, 2007) through March 31, 2009 in conformity with accounting principles generally accepted in the United States of America.  As discussed in Note 14 and Note 12 for 2009 and 2008, respectively, to the financial statements, the Companys total assets and total stockholders equity, for the years ended March 31, 2009 and 2008 have been restated from previously reported amounts.  We also audited the adjustments described in Note 14 and Note 12 that were applied to restate the 2009 and 2008 financial statements, respectively.  In our opinion, such adjustments are appropriate and have been properly applied.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 11 and Note 9 for years ended 2009 and 2008 respectively, to the financial statements, the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Managements plan in regards to these matters is also described in Note 11 and Note 9 for years ended 2009 and 2008 respectively. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  /s/ De Joya Griffith & Company, LLC Henderson, Nevada  November 18, 2009


|                                                                                                   |                                                                                  
|-------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------
|2580 Anthem Village Dr., Henderson, NV  89052
Telephone (702) 563-1600 ●  Facsimile (702) 920-8049 | Member Firm with
Russell Bedford International
[ecrypt_10ka20090331amende006.jpg]

19


|                                                                           |                                                              |                                           |                     |                      |                     |        
|-------------------------------------------------------------------------- | ------------------------------------------------------------ | ----------------------------------------- | ------------------- | -------------------- | ------------------- | -------
|eCrypt Technologies, Inc.                                                 
|(A Development Stage Company)                                             
|BALANCE SHEETS                                                            
|As of March 31, 2009 and March 31, 2008                                   
|                                                                           |                                                              |                                           |                     |                      |                     |        
|                                                                           |                                                              |                                           |                     |                      |                     |        
|                                                                           |                                                              |                                           |                     |                      |                     |        
|                                                                           |                                                              |                                           |                     |                      | 2009                | 2008   
|                                                                           |                                                              |                                           |                     |                      | Audited             | Audited
|ASSETS                                                                     |                                                              | (Restated)                                | (Restated)         
|                                                                           |                                                              |                                           |                     |                      |                     |        
|CURRENT ASSETS                                                             |                                                              |                                           |                     |                     
|                                                                           | Cash                                                         |                                           |                     | $             95,994 | $           19,528 
|                                                                           | Interest receivable                                          |                                           |                     | -                    | 398                
|                                                                           | Prepaid expenses                                             |                                           |                     | 3,438                | 153                
|                                                                           | TOTAL CURRENT ASSETS                                         |                                           |                     | 99,432               | 20,079             
|                                                                           |                                                              |                                           |                     |                      |                     |        
|Property and equipment, net                                                |                                                              |                                           | 29,076              | 28,241              
|                                                                           |                                                              |                                           |                     |                      |                     |        
|OTHER ASSETS                                                               |                                                              |                                           |                     |                     
|                                                                           | License-net                                                  |                                           |                     | 6,111                | 9,444              
|                                                                           | TOTAL OTHER ASSETS                                           |                                           |                     | 6,111                | 9,444              
|                                                                           |                                                              |                                           |                     |                      |                     |        
|TOTAL ASSETS                                                               |                                                              |                                           | $           134,619 | $           57,764  
|                                                                           |                                                              |                                           |                     |                      |                     |        
|                                                                           |                                                              |                                           |                     |                      |                     |        
|LIABILITIES AND STOCKHOLDERS' EQUITY                                       |                                                              |                                           |                    
|                                                                           |                                                              |                                           |                     |                      |                     |        
|CURRENT LIABILITIES                                                        |                                                              |                                           |                     |                     
|                                                                           | Accounts payable and accrued liabilities                     |                                           |                     | $              3,223 | $             9,109
|                                                                           | Accrued interest on convertible loan-related party           |                                           |                     | 5,185                | 2,230              
|                                                                           | Deferred revenue                                             |                                           |                     | 15,450               | -                  
|                                                                           | Convertible loan-related party                               |                                           |                     | 23,800               | 23,800             
|TOTAL CURRENT LIABILITIES                                                  |                                                              |                                           | 47,658              | 35,139              
|                                                                           |                                                              |                                           |                     |                      |                     |        
|TOTAL LIABILITIES                                                          |                                                              |                                           | 47,658              | 35,139              
|                                                                           |                                                              |                                           |                     |                      |                     |        
|STOCKHOLDERS' EQUITY                                                       |                                                              |                                           |                     |                     
|                                                                           | Common stock (500,000,000 shares authorized; par value .001; |                                           |                     |                      |                    
|                                                                           |                                                              | 33,379,554 shares issued and outstanding) |                     |                      | 33,380              | 29,004 
|                                                                           | Additional paid in capital                                   |                                           |                     | 173,322              | 26,126             
|                                                                           | Subscription payable                                         |                                           |                     | 4,875                | -                  
|                                                                           | Deficit accumulated during the development stage             |                                           |                     | (124,616)            | (32,505)           
|TOTAL STOCKHOLDERS' EQUITY                                                 |                                                              |                                           | 86,961              | 22,624              
|                                                                           |                                                              |                                           |                     |                      |                     |        
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 |                                                              |                                           | $           134,619 | $           57,764  
|The accompanying notes are an integral part of these financial statements.

20


|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|-------------------------------------------------------------------------- | --------------------------------- |  | -------------------- | ---------------------- | ------------------ | ------------------ | -------------------------------------------------------------------
|eCrypt Technologies, Inc.                                                 
|(A Development Stage Company)                                             
|STATEMENTS OF OPERATIONS                                                  
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|                                                                           |                                   |  |                      |                        | 2009               | 2008               | Cumulative amount from inception (April 19, 2007) to March 31, 2009
|                                                                           |                                   |  |                      |                        | Audited            | Audited            |                                                                    
|                                                                           |                                   |  |                      |                        | (Restated)         | (Restated)         | (Restated)                                                         
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|REVENUES                                                                   |                                   |  |                      |                        |                   
|                                                                           | Sales                             |  |                      | $            46,350    | $           11,000 | $           57,350
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|OPERATING EXPENSES                                                         |                                   |  |                      |                        |                   
|                                                                           | Amortization and depreciation     |  |                      | 20,642                 | 4,982              | 25,624            
|                                                                           | General and administrative        |  |                      | 81,948                 | 23,464             | 105,412           
|                                                                           | Professional fees                 |  |                      | 33,756                 | 11,922             | 45,678            
|TOTAL OPERATING EXPENSES                                                   |                                   |  | 136,346              | 40,368                 | 176,714           
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|OPERATING LOSS                                                             |                                   |  | (89,996)             | (29,368)               | (119,364)         
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|OTHER INCOME AND (EXPENSES)                                                |                                   |  |                      |                        |                   
|                                                                           | Interest expense                  |  |                      | (3,355)                | (3,535)            | (6,890)           
|                                                                           | Interest income                   |  |                      | 1,240                  | 398                | 1,638             
|                                                                           | TOTAL OTHER INCOME AND (EXPENSES) |  |                      | (2,115)                | (3,137)            | (5,252)           
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|NET LOSS BEFORE INCOME TAXES                                               |                                   |  | (92,111)             | (32,505)               | (124,616)         
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|PROVISION FOR INCOME TAXES                                                 |                                   |  | -                    | -                      | -                 
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|NET LOSS                                                                   |                                   |  | $           (92,111) | $         (32,505)     | $        (124,616)
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|Earnings (Loss) per Share                                                  |                                   |  |                      |                        |                   
|                                                                           | Basic                             |  |                      | $               (0.00) | $           (0.00) |                   
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|WEIGHTED AVERAGE SHARES OUTSTANDING                                        |                                   |  |                      |                        |                   
|                                                                           | Basic                             |  |                      | 32,987,648             | 9,679,828          |                   
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|                                                                           |                                   |  |                      |                        |                    |                    |                                                                    
|The accompanying notes are an integral part of these financial statements.

21


|                                                                           |               |                    |                 |                       |                 |                     |           |       
|-------------------------------------------------------------------------- | ------------- | ------------------ | --------------- | --------------------- | --------------- | ------------------- | --------- | ------
|eCrypt Technologies, Inc.                                                 
|(A Development Stage Company)                                             
|STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)                              
|For the Period from inception (April 19, 2007) to March 31, 2009          
|Audited                                                                   
|                                                                           |               |                    |                 |                       |                 |                     |           |       
|                                                                           |               |                    |                 |                       |                 | Stock               | Retained  | Total 
|Par Value of $0.001                                                        | Common Shares | Paid in            | Subscriptions   | Earnings              | Stockholders'  
|                                                                           |               |                    | Number          | Amount                | Capital         | Payable             | (Deficit) | Equity
|                                                                           |               |                    |                 |                       |                 |                     |           |       
|Balance at April 19, 2007 (Date of Inception)                              | -             | $                - | $             - | $                   - | $             - | $                 -
|Shares issued                                                              | 29,003,992    | 29,004             | 26,126          | -                     | -               | 55,130             
|Net loss for the period                                                    | -             | -                  | -               | -                     | (32,505)        | (32,505)           
|                                                                           |               |                    |                 |                       |                 |                     |           |       
|Balance March 31, 2008                                                     | 29,003,992    | $        29,004    | $    26,126     | $                  -  | $ (32,505)      | $         22,625   
|                                                                           |               |                    |                 |                       |                 |                     |           |       
|Shares issued                                                              | 4,200,000     | 4,200              | 15,700          | -                     | -               | 19,900             
|Net loss for the period                                                    | -             | -                  | -               | -                     | (27,021)        | (27,021)           
|                                                                           |               |                    |                 |                       |                 |                     |           |       
|Balance June 30, 2008                                                      | 33,203,992    | $       33,204     | $    41,826     | $                  -  | $ (59,526)      | $         15,504   
|                                                                           |               |                    |                 |                       |                 |                     |           |       
|Stock subscriptions                                                        | -             | -                  | -               | -                     | -               | -                  
|Net loss for the period                                                    | -             | -                  | -               | -                     | (18,887)        | (18,887)           
|                                                                           |               |                    |                 |                       |                 |                     |           |       
|Balance September 30, 2008                                                 | 33,203,992    | $        33,204    | $    41,826     | $                  -  | $ (78,413)      | $         (3,383)  
|                                                                           |               |                    |                 |                       |                 |                     |           |       
|Shares issued                                                              | 138,562       | 139                | 103,782         | -                     | -               | 103,921            
|Net loss for the period                                                    | -             | -                  | -               | -                     | (15,014)        | (15,014)           
|                                                                           |               |                    |                 |                       |                 |                     |           |       
|Balance December 31, 2008                                                  | 33,342,554    | $        33,343    | $ 145,608       | $                  -  | $ (93,427)      | $         85,524   
|                                                                           |               |                    |                 |                       |                 |                     |           |       
|Stock subscriptions                                                        | -             | -                  | -               | 4,875                 | -               | 4,875              
|Shares issued                                                              | 37,000        | 37                 | 27,714          | -                     | -               | 27,751             
|Net loss for the period                                                    | -             | -                  | -               | -                     | (31,189)        | (31,189)           
|                                                                           |               |                    |                 |                       |                 |                     |           |       
|Balance March 31, 2009                                                     | 33,379,554    | $        33,380    | $ 173,322       | $            4,875    | $(124,616)      | $         86,961   
|                                                                           |               |                    |                 |                       |                 |                     |           |       
|                                                                           |               |                    |                 |                       |                 |                     |           |       
|The accompanying notes are an integral part of these financial statements.

22


|                                                                           |                                              |                                            |                     |                      |                                                                    
|-------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------------ | ------------------- | -------------------- | -------------------------------------------------------------------
|eCrypt Technologies, Inc.                                                 
|(A Development Stage Company)                                             
|STATEMENTS OF CASH FLOWS                                                  
|Audited                                                                   
|                                                                           |                                              |                                            |                     |                      |                                                                    
|                                                                           |                                              |                                            | March 31, 2009      | March 31, 2008       | Cumulative amount from inception (April 19, 2007) to March 31, 2009
|                                                                           |                                              |                                            | (Restated)          | (Restated)           | (Restated)                                                         
|                                                                           |                                              |                                            |                     |                      |                                                                    
|CASH FLOWS FROM OPERATING ACTIVITIES                                       |                                              |                                            |                    
|                                                                           | Net loss                                     | $           (92,111)                       | $          (32,505) | $          (124,616)
|                                                                           | Adjustments for non-cash Items:              |                                            |                     |                     
|                                                                           |                                              | Amortization and depreciation              | 20,642              | 4,982                | 25,624                                                             
|                                                                           |                                              | Interest on convertible debt-related party | 2,955               | 2,230                | 5,185                                                              
|                                                                           | Changes in operating assets and liabilities: |                                            |                     |                     
|                                                                           |                                              | Accounts payable and accrued liabilities   | (5,886)             | 9,109                | 3,223                                                              
|                                                                           |                                              | Interest receivable                        | 398                 | (398)                | -                                                                  
|                                                                           |                                              | Deferred revenue                           | 15,450              | -                    | 15,450                                                             
|                                                                           |                                              | Prepaid expenses                           | (3,285)             | (153)                | (3,438)                                                            
|NET CASH USED IN OPERATING ACTIVITIES                                      | (61,837)                                     | (16,735)                                   | (78,572)           
|                                                                           |                                              |                                            |                     |                      |                                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES                                       |                                              |                                            |                    
|                                                                           | License                                      | -                                          | (10,000)            | (10,000)            
|                                                                           | Computer equipment                           | (3,679)                                    | (5,510)             | (9,189)             
|                                                                           | Computer software                            | (5,707)                                    | (8,075)             | (13,782)            
|                                                                           | Equipment                                    | (8,758)                                    | (19,082)            | (27,840)            
|NET CASH USED IN INVESTING ACTIVITIES                                      | (18,144)                                     | (42,667)                                   | (60,811)           
|                                                                           |                                              |                                            |                     |                      |                                                                    
|CASH FLOWS FROM FINANCING ACTIVITIES                                       |                                              |                                            |                    
|                                                                           | Proceeds from common stock issuance          | 151,572                                    | 55,130              | 206,702             
|                                                                           | Stock subscriptions                          | 4,875                                      | -                   | 4,875               
|                                                                           | Proceeds from convertible loan-related party | -                                          | 23,800              | 23,800              
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                  | 156,447                                      | 78,930                                     | 235,377            
|                                                                           |                                              |                                            |                     |                      |                                                                    
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       | 76,466                                       | 19,528                                     | 95,994             
|                                                                           |                                              |                                            |                     |                      |                                                                    
|CASH AND CASH EQUIVALENTS                                                  |                                              |                                            |                    
|Beginning of year                                                          | 19,528                                       | -                                          | -                  
|                                                                           |                                              |                                            |                     |                      |                                                                    
|End of year                                                                | $            95,994                          | $           19,528                         | $           95,994 
|                                                                           |                                              |                                            |                     |                      |                                                                    
|Supplemental disclosures of cash flow information:                         |                                              |                                            |                    
|                                                                           | Interest on convertible loan-related party   | $              2,955                       | $             2,230 | $            5,185  
|                                                                           |                                              |                                            |                     |                      |                                                                    
|The accompanying notes are an integral part of these financial statements.




23


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   1. Nature of Operations  eCrypt Technologies Inc., a Colorado corporation (the Company), was incorporated on April 19, 2007.  The Company develops and sells encryption software which secures the transmission of, storage of, and access to digital information.  Software applications range from device based (for Personal Digital Assistants (PDAs), wireless handheld devices, laptop and desktop computers, pocket computers, cellular phones, smartphones, and other file storage devices), to server-based encryption software for email servers and for file-store server.  In addition to information security software, the Company also offers IT Consulting and Managed Private Network Services.  2. Significant Accounting Policies  Basis of Presentation  The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles of the United States of America (US GAAP).  In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of March 31, 2009 and the results of operations and cash flows presented herein have been included in the financial statements.  The  Company  has  evaluated  subsequent  events  through  the  date  which the financial statements were available to be issued, November 18, 2009.  Use of Estimates  The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as at the date of the financial statements and the reported amounts of revenue and expense during the reporting period.  Actual results could differ from those estimates.  Cash, Cash Equivalents and Investments  Cash equivalents consist of highly liquid investments with original maturities at the date of purchase of three months or less.  Short term investments mature in less than one year from the balance sheet date.  The Company places its cash and short-term investments with financial institutions with high credit quality investments in accordance with its investment policy designed to protect the principal investment.  Therefore, the Company believes that its exposure due to concentration of credit risk is minimal and has not experienced credit losses on investments in these instruments to date.  Property and Equipment  Property and Equipment are stated at cost less accumulated depreciation.  Depreciation is calculated using the straight line basis over their useful lives:  Computer equipment2 years straight line basisComputer software1 years straight line basisEquipment5 years straight line basis  2. Significant Accounting Policies (contd)


24


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008    Revenue Recognition  Product revenue and miscellaneous income are recognized as earned.  Income Taxes  The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reposting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce the deferred tax assets to the amount expected to be realized. Income tax expense is payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.  Comprehensive Income  SFAS No.130, Reporting Comprehensive Income, requires the presentation of comprehensive income, in addition to the existing statements of operations. Comprehensive income is defined as the change in equity during the year from transactions and other events, excluding the changes resulting from investments by owners and distributions to owners.  Related Parties  Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.  Parties are also considered to be related if they are subject to common control or common significant influence.  Financial Instruments  The Companys financial instruments consist of cash and cash equivalents, highly liquid short-term investments, interest receivable, accounts payable and accrued liabilities, stockholder loans and a convertible loan.  The Company does not hold or issue financial instruments for trading purposes and does not hold any derivative financial instruments.  The Companys investment policy is to achieve, in order of importance, the financial objectives of preservation of principal, liquidity and return on investment.  Investments are made in U.S. obligations and bank securities provided the obligations are guaranteed or carry ratings appropriate for the policy.  The policy risks are primarily the opportunity cost of the conservative nature of the allowable investments.  As the Company is currently in the development stage, the Company has chosen to avoid investments of a trade or speculative nature.  Foreign Currency Translation  The measurement currency of the Company is the U.S. dollar. Transactions in foreign currencies are translated at the exchange rate in effect at the transaction date.  Monetary assets and liabilities denominated in other than the measurement currency are translated at the exchange rates in effect at the balance sheet date.  The resulting exchange gains and losses are recognized in earnings.  2. Significant Accounting Policies (contd)


25


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008    Net Earnings (Loss) per Share  Basic and diluted net loss per share information is presented under the requirements of SFAS No.128, Earnings per share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, less shares subject to repurchase. Diluted net loss per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, shares subject to repurchase, warrants and convertible notes in the weighted-average number of common shares outstanding for a period, if dilutive. The computation of earnings (loss) per share is as follows:   20092008Net Loss$           (92,111)$        (35,205)Weighted-average number of shares outstandingBasic32,987,6489,679,828Earnings (Loss) per shareBasic(0.00)(0.00)    3. Property and Equipment  The components of the Companys equipment are presented below:  20092008AccumulatedCostAmortizationNetAccumulated AmortizationNetComputer equipment$      9,188$              4,290$      4,898$               689$         4,821Computer software13,78310,9212,8622,5715,504Equipment27,8396,52321,3161,16617,916$    50,810$           21,734$    29,076$           4,426$      28,241


26


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   3. Property and Equipment (contd)  Intangibles  The components of the Companys license are presented below:  March 31, 2009March 31,Accumulated2008CostAmortizationNetNetLicense$           10,000$                     3,889$           6,111$                9,444$           10,000$                     3,889$           6,111$                9,444  4. Stockholders Equity  a) Authorized:  500,000,000 Common shares with par value $0.001 each 10,000,000 Preferred shares with no par value  b) Issued or outstanding:  Number of
sharesAmountBalance, April 19, 2007-$           -Common shares issued and outstanding33,379,55433,380Paid in Capital-173,322Stock Subscriptions-4,875Balance, March 31, 200933,379,554$211,577  On October 09, 2008, the company announced a 4:1 forward stock split on its common shares. 33,203,992 common shares were issued for 8,300,998 common shares.  On November 12, 2009 the Board of Directors of the Company consented to and approved a four-for-one forward split of the Companys 33,379,554 issued and outstanding shares of common stock.  Pursuant to Rule 10b-17, the Forward Split will become effective 10 days following the submission of the required notification forms to FINRA. The Company anticipates the effective date to be November 24, 2009.  On the effective date, the Companys transfer agent will cause to be issued and mailed to the eligible shareholders of record, three additional shares of common stock for each share of common stock held by the shareholder.  The forward split will result in the increase in the number of shares of the Companys common stock issued and outstanding to 133,518,216 while keeping the number of authorized shares and par value of such shares the same.  5. Stock Subscriptions  The Company issued private placement subscription agreements. The total amount of common shares subscribed for cash as at March 31, 2009 and 2008 is 0 and 0, respectively.


27


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   5. Stock Subscriptions (contd)   Number of
Common
sharesNumber of preferred sharesAmountBalance, April 19, 2007--$-Shares subscribed for cash---Balance, March 31, 2008---Shares subscribed for cash---Balance, September 30, 2008---Additional shares due to share split 1:4---Shares issued---Shares subscribed for cash--4,875Balance, March 31, 2009--$4,875   6. Convertible Loan-Related Party  On July 02, 2007, the Company issued a convertible debenture with a face value totaling $23,800. This loan, or any portion, is convertible at any time until paid in full at a rate of 1 common share per $0.001 of the debt converted.  The loan bears interest at an annual rate of 12% percent compounded monthly. In accordance with EITF 98-5, the intrinsic value of the beneficial conversion feature has been recorded and valued at $-0.   7. Warrants  182,062 warrants were issued during the period along with 182,062 stock subscriptions. The exercise price of the warrants is $0.75 per common share.  The warrants expire on or before December 04, 2010.   8. Income Taxes  The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 35% to the net loss before provision for income taxes for the following reasons: March 31,
2009March 31, 2008Income tax expense at statutory rate($32,239)($11,377)Valuation allowance32,23911,377Income tax expense per books$   -$   -


28


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   8. Income Taxes (contd)  Net deferred tax assets consist of the following components as of: March 31,
2009March 31, 2008NOL carryover$32,239$11,377Valuation allowance(32,239)(11,377)Net deferred tax asset$   -$   -   9. Advertising Costs  The Companys policy regarding advertising is to expense advertising when incurred. The Company incurred $14,359 and $808 of advertising expense included in General and Administrative expenses in the 12 months ended March 31, 2009 and 2008, respectively.  10. Deferred Revenue, Commitments, and Contingencies  On July 1, 2008 the Company entered into an agreement to provide a client with network services for a one year term.  The agreement provides for a prepayment of $61,800 for the full term of the contract. $15,450 represents the unearned balance of the prepayment as of March 31, 2009.  11. Uncertainty as a Going Concern  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. However, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern.  The Companys ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement and public offering of its common stock. These plans, if successful, will mitigate the factors which raise substantial doubt about the Companys ability to continue as a going concern.  12. Recent Accounting Pronouncements  In June 2009,  the  FASB  issued  SFAS  No. 166,  "Accounting  for Transfers of Financial  Assets,  an  amendment  to  SFAS  No. 140,"  ("SFAS 166"). SFAS  166 eliminates  the concept of a "qualifying special-purpose entity," changes  the requirements  for  derecognizing  financial  assets,  and  requires additional disclosures  in  order  to  enhance  information reported to users of financial statements  by providing greater transparency  about  transfers  of  financial assets, including  securitization transactions,  and  an  entity's  continuing involvement  in  and  exposure  to  the  risks related to transferred financial assets.  SFAS 166 is effective for fiscal years  beginning  after  November 15, 2009. The  Company  will  adopt  SFAS 166  in fiscal 2010. The Company does not expect  that  the  adoption of SFAS 166 will have  a  material  impact  on  the financial statements.  12. Recent Accounting Pronouncements (contd)


29


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008    In May 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 165 (ASC 855-10), Subsequent Events (SFAS 165). SFAS 165 (ASC 855-10) establishes authoritative accounting and disclosure guidance for recognized and non-recognized subsequent events that occur after the balance sheet date but before financial statements are issued. SFAS 165 also requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The Company does not expect the adoption of SFAS 165 (ASC 855-10) will have a material impact on its financial condition or results of operation.  In April 2009, the FASB issued FSP No. FAS 157-4 (ASC 820-10). Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP FAS 157-4) (ASC 820-10).  FSP FAS 157-4 (ASC 820-10) provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly.  Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value.  This FSP is effective for interim and annual periods ending after June 15, 2009.  The Company does not expect the adoption of FSP FAS 157-4 (ASC 820-10) will have a material impact on its financial condition or results of operation.  In October 2008, the FASB issued FSP No. FAS 157-3 (ASC 820-10), Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active, (FSP FAS 157-3) (ASC 820-10), which clarifies application of SFAS 157 in a market that is not active.  FSP FAS 157-3 (ASC 820-10) was effective upon issuance, including prior periods for which financial statements have not been issued.  The adoption of FSP FAS 157-3 (ASC 820-10) had no impact on the Companys results of operations, financial condition or cash flows.  In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8 (ASC 860-10), Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.  This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprises involvement with variable interest entities, including qualifying special-purpose entities.  This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged.  The Company adopted this FSP effective January 1, 2009.  The adoption of the FSP had no impact on the Companys results of operations, financial condition or cash flows.  In December 2008, the FASB issued FSP No. FAS 132(R)-1 (ASC 715-20-65), Employers Disclosures about Postretirement Benefit Plan Assets (FSP FAS 132(R)-1) (ASC 715-20-65).  FSP FAS 132(R)-1 (ASC 715-20-65) requires additional fair value disclosures about employers pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157.  Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009.  The Company does not expect the adoption of FSP FAS 132(R)-1 (ASC 715-20-65) will have a material impact on its financial condition or results of operation.  In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, (ASC 860-10) “Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments of Liabilities,” and  FASB  Interpretation 46 (revised December 2003) (ASC 810-10), “Consolidation of  Variable  Interest Entities − an interpretation of ARB  No. 51,” as well as other modifications.  While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Companys financial statements.  The changes would be effective March 1, 2010, on a prospective basis.


30


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   12. Recent Accounting Pronouncements (contd)  In June 2008, the FASB issued FASB Staff Position EITF 03-6-1 (ASC 260-10), Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (FSP EITF 03-6-1). FSP EITF 03-6-1 (ASC 260-10) addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, Earnings per Share. FSP EITF 03-6-1 (ASC 260-10) is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1 (ASC 260-10); neither do we believe that FSP EITF 03-6-1 (ASC 260-10) would have material effect on our consolidated financial position and results of operations if adopted.  In May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 163, (ASC 944-20) Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60.  SFAS No. 163 (ASC 944-20) clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 (ASC 944-20) is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 (ASC 944-20) has no effect on the Companys financial position, statements of operations, or cash flows at this time.  In May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOBs amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Companys financial position, statements of operations, or cash flows at this time.  In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161 (ASC 815-10), Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161 (ASC 815-10), but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.  In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 12. Recent Accounting Pronouncements (contd)  2007. The staff understands that such detailed information about employee exercise behavior may not be


31


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for plain vanilla share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Companys consolidated financial position, results of operations or cash flows.  In December 2007, the FASB issued SFAS No. 160 (ASC 810-10), Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Companys consolidated financial position, results of operations or cash flows.  In December 2007, the FASB, issued FAS No. 141 (revised 2007) (ASC 805-10), Business Combinations.  This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160 (ASC 810-10), Noncontrolling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Companys consolidated financial position, results of operations or cash flows.  In February 2007, the FASB, issued SFAS No. 159 (ASC 825-10), The Fair Value Option for Financial Assets and LiabilitiesIncluding an Amendment of FASB Statement No. 115.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 (ASC 825-10) is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 (ASC 820-10) Fair Value Measurements.  The Company will adopt SFAS No. 159 (ASC 825-10) beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.  12. Recent Accounting Pronouncements (contd)  In September 2006, the FASB issued SFAS No. 157 (ASC 820-10), Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted


32


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements.  However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Companys consolidated financial position, results of operations or cash flows.  13. Subsequent Events  On July 1, 2008 the Company entered into an agreement to provide a client with network services for a one year term.  The agreement provides for a prepayment of $61,800 for the full term of the contract.  As disclosed on Form 8-KA filed with the Securities and Exchange Commission on November 13, 2009, on November 12, 2009, the Board of Directors of the Company, consented to and approved a Four-for-one forward split of the Companys 33,379,554issued and outstanding shares of common stock (the Forward Split) while maintaining the current number of authorized shares of common stock (500,000,000 shares) and the current par value per share ($0.001). The Company set the Record Date for determining the shareholders entitled to receive the Forward Split shares as November 12, 2009.  Pursuant to Rule 10b-17, the Forward Split will become effective 10 days following the submission of the required notification forms to FINRA. The Company anticipates the effective date to be November 24, 2009 (the Effective Date).  As a result of the Forward Split, all shareholders of record on the Record Date will receive 4 shares of common stock for every one share of common stock they currently own.  On the Effective Date, the Companys transfer agent will cause to be issued and mailed to the eligible shareholders of record, three additional shares of common stock for each share of common stock held by the shareholder, thereby effectuating the Forward Split on a 4:1 basis.The Forward Split will result in the increase in the number of shares of the Companys common stock issued and outstanding to 133,518,216 while keeping the number of authorized shares and par value of such shares the same.  14. Restatements  On September 15, 2009 the Company determined that a restatement of its previously filed financial statements for the period of April 17, 2007 (Inception) to March 31, 2008 was necessary to properly value the $23,800 of convertible loan-related party.  This loan, or any portion, is convertible at any time until paid in full at a rate of 1 common share per $0.001 of the debt converted.  The loan bears interest at an annual rate of 12% percent compounded monthly. In accordance with EITF 98-5 the intrinsic value of the beneficial conversion feature has been recorded and valued at $0.  On October 09, 2008 the Company announced a 4:1 forward stock split on its common shares. 33,203,992 common shares were issued for 8,300,998 common shares.  Also, the company elected to issues all shares of stock as of the date of subscription.  On November 6, 2009 the Company determined that a license fee of $10,000 was improperly classes as prepaid expense and has reclassified the license fee as an intangible asset.  The asset is being amortized 14.  Restatements (contd)  over 3 years.  On November 6, 2009 the Company determined that certain assets were incorrectly classified and


33


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   reclassified these assets.  The Company also adjusted depreciation to reflect these assets.  The effect of these restatements on the Companys previously issued audited March 31, 2009 and 2008 financial statements is detailed below:  (continued on following pages)


34


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   14. Restatements (contd)


|                                           |                                                              |                                           |                      |                    |                |                   |            
|------------------------------------------ | ------------------------------------------------------------ | ----------------------------------------- | -------------------- | ------------------ | -------------- | ----------------- | -----------
|Balance Sheet March 31, 2009              
|                                           |                                                              |                                           |                      |                    |                |                   |            
|                                           |                                                              |                                           |                      | PreviouslyReported | Adjustment     |                   | As Restated
|ASSETS                                     |                                                              |                                           |                      |                   
|                                           |                                                              |                                           |                      |                    |                |                   |            
|CURRENT ASSETS                             |                                                              |                                           |                      |                    |               
|                                           | Cash                                                         |                                           | $           95,994   | $               -  |                | $        95,994  
|                                           | Interest receivable                                          |                                           | -                    | -                  |                | -                
|                                           | Prepaid expenses                                             |                                           | 13,438               | (10,000)           | (1)            | 3,438            
|                                           | TOTAL CURRENT ASSETS                                         |                                           | 109,432              | (10,000)           |                | 99,432           
|                                           |                                                              |                                           |                      |                    |                |                   |            
|Property and equipment, net                |                                                              | 27,654                                    | 1,422                | (4)                | 29,076        
|                                           |                                                              |                                           |                      |                    |                |                   |            
|OTHER ASSETS                               |                                                              |                                           |                      |                    |               
|                                           | License-net                                                  |                                           | -                    | 6,111              | (1)            | 6,111            
|                                           | TOTAL OTHER ASSETS                                           |                                           | -                    | 6,111              |                | 6,111            
|                                           |                                                              |                                           |                      |                    |                |                   |            
|TOTAL ASSETS                               |                                                              | $         137,086                         | $     (2,467)        |                    | $      134,619
|                                           |                                                              |                                           |                      |                    |                |                   |            
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                                              |                                           |                      |                   
|                                           |                                                              |                                           |                      |                    |                |                   |            
|CURRENT LIABILITIES                        |                                                              |                                           |                      |                    |               
|                                           | Accounts payable and accrued liabilities                     |                                           | $              3,222 | $              1   |                | $           3,223
|                                           | Accrued interest on convertible loan-related party           |                                           | 5,185                | -                  |                | 5,185            
|                                           | Deferred revenue                                             |                                           | 15,450               | -                  |                | 15,450           
|                                           | Convertible loan-related party                               |                                           | 23,800               | -                  |                | 23,800           
|TOTAL CURRENT LIABILITIES                  |                                                              | 47,657                                    | 1                    |                    | 47,658        
|                                           |                                                              |                                           |                      |                    |                |                   |            
|TOTAL LIABILITIES                          |                                                              | 47,657                                    | 1                    |                    | 47,658        
|                                           |                                                              |                                           |                      |                    |                |                   |            
|STOCKHOLDERS' EQUITY                       |                                                              |                                           |                      |                    |               
|                                           | Common stock (500,000,000 shares authorized; par value .001; |                                           |                      |                    |                |                  
|                                           |                                                              | 33,379,554 shares issued and outstanding) |                      | 33,204             | 176            | (2)               | 33,380     
|                                           | Additional paid in capital                                   |                                           | 208,426              | (35,104)           | (2)            | 173,322          
|                                           | Subscription payable                                         |                                           | 136,546              | (131,671)          | (2)            | 4,875            
|                                           | Deficit accumulated during the development stage             |                                           | (288,747)            | 164,131            | (1)(3)         | (124,616)        
|TOTAL STOCKHOLDERS' EQUITY                 |                                                              | 89,429                                    | (2,468)              |                    | 86,961        
|                                           |                                                              |                                           |                      |                    |                |                   |            
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |                                                              | $        137,086                          | $     (2,467)        |                    | $      134,619




35


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   14. Restatements (contd)


|                                                                                       |                                   |                 |                    |                       |                      |                     |             | 
|-------------------------------------------------------------------------------------- | --------------------------------- | --------------- | ------------------ | --------------------- | -------------------- | ------------------- | ----------- | 
|Statement of Operations for the Period of April 19, 2007 (Inception) to March 31, 2009
|                                                                                       |                                   |                 |                    |                       |                      |                     |            
|                                                                                       |                                   |                 |                    |                       |                      |                     |            
|                                                                                       |                                   |                 |                    | Previously Reported   | Adjustments          |                     | As Restated
|                                                                                       |                                   |                 |                    |                       |                      |                     |            
|                                                                                       |                                   |                 |                    |                       |                      |                     |            
|REVENUES                                                                               |                                   |                 |                    |                       |                     
|                                                                                       | Sales                             |                 | $           57,350 | $                   - |                      | $            57,350
|                                                                                       |                                   |                 |                    |                       |                      |                     |            
|OPERATING EXPENSES                                                                     |                                   |                 |                    |                       |                     
|                                                                                       | Amortization and depreciation     |                 | 23,157             | 2,467                 | (1)(4)               | 25,624             
|                                                                                       | General and administrative        |                 | 87,082             | 18,330                |                      | 105,412            
|                                                                                       | Professional fees                 |                 | 63,809             | (18,131)              |                      | 45,678             
|TOTAL OPERATING EXPENSES                                                               |                                   | 174,048         | 2,666              |                       | 176,714             
|                                                                                       |                                   |                 |                    |                       |                      |                     |            
|OPERATING LOSS                                                                         |                                   | (116,698)       | (2,666)            |                       | (119,364)           
|                                                                                       |                                   |                 |                    |                       |                      |                     |            
|OTHER INCOME AND (EXPENSES)                                                            |                                   |                 |                    |                       |                     
|                                                                                       | Interest expense                  |                 | (173,687)          | 166,797               | (3)                  | (6,890)            
|                                                                                       | Interest income                   |                 | 1,638              | -                     |                      | 1,638              
|                                                                                       | TOTAL OTHER INCOME AND (EXPENSES) |                 | (172,049)          | 166,797               |                      | (5,252)            
|                                                                                       |                                   |                 |                    |                       |                      |                     |            
|NET LOSS BEFORE INCOME TAXES                                                           |                                   | (288,747)       | 164,131            |                       | (124,616)           
|                                                                                       |                                   |                 |                    |                       |                      |                     |            
|PROVISION FOR INCOME TAXES                                                             |                                   | -               | -                  |                       | -                   
|                                                                                       |                                   |                 |                    |                       |                      |                     |            
|NET LOSS                                                                               |                                   | $     (288,747) | $          164,131 |                       | $          (124,616)
|                                                                                       |                                   |                 |                    |                       |                      |                     |            




36


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   14. Restatements (contd)


|                                                          |                                   |                   |                      |                       |                    |                     |                       |  |  | 
|--------------------------------------------------------- | --------------------------------- | ----------------- | -------------------- | --------------------- | ------------------ | ------------------- | --------------------- |  |  | 
|Statement of Operations for the Year Ended March 31, 2009
|                                                          |                                   |                   |                      |                       |                    |                     |                      
|                                                          |                                   |                   |                      |                       |                    |                     |                      
|                                                          |                                   |                   |                      | Previously Reported   | Adjustments        |                     | As Restated          
|                                                          |                                   |                   |                      |                       |                    |                     |                      
|                                                          |                                   |                   |                      |                       |                    |                     |                      
|REVENUES                                                  |                                   |                   |                      |                       |                   
|                                                          | Sales                             |                   | $           46,350   | $                   - |                    | $            46,350
|                                                          |                                   |                   |                      |                       |                    |                     |                      
|OPERATING EXPENSES                                        |                                   |                   |                      |                       |                   
|                                                          | Amortization and depreciation     |                   | 18,730               | 1,912                 | (1)(4)             | 20,642             
|                                                          | General and administrative        |                   | 63,691               | 18,257                |                    | 81,948             
|                                                          | Professional fees                 |                   | 52,884               | (19,128)              |                    | 33,756             
|TOTAL OPERATING EXPENSES                                  |                                   | 135,305           | 1,041                |                       | 136,346           
|                                                          |                                   |                   |                      |                       |                    |                     |                      
|OPERATING LOSS                                            |                                   | (88,955)          | (1,041)              |                       | (89,996)          
|                                                          |                                   |                   |                      |                       |                    |                     |                      
|OTHER INCOME AND (EXPENSES)                               |                                   |                   |                      |                       |                   
|                                                          | Interest expense                  |                   | (3,479)              | 124                   | (3)                | (3,355)            
|                                                          | Interest income                   |                   | 1,240                | 0                     |                    | 1,240              
|                                                          | TOTAL OTHER INCOME AND (EXPENSES) |                   | (2,239)              | 124                   |                    | (2,115)            
|                                                          |                                   |                   |                      |                       |                    |                     |                      
|NET LOSS BEFORE INCOME TAXES                              |                                   | (91,194)          | (917)                |                       | (92,111)          
|                                                          |                                   |                   |                      |                       |                    |                     |                      
|PROVISION FOR INCOME TAXES                                |                                   | -                 | -                    |                       | -                 
|                                                          |                                   |                   |                      |                       |                    |                     |                      
|NET LOSS                                                  |                                   | $        (91,194) | $              (917) |                       | $         (92,111)
|Per Share Effect of Changes                              
|                                                          |                                   |                   |                      |                       |                    |                     |                      
|Earnings (loss) per share                                 |                                   |                   |                      |                       |                   
|                                                          | Basic                             |                   |                      | $             (0.00)  | $        (0.00)    |                     | $              (0.00)
|                                                          |                                   |                   |                      |                       |                    |                     |                      
|WEIGHTED AVERAGE SHARES OUTSTANDING                       |                                   |                   |                      |                       |                   
|                                                          | Basic                             |                   |                      | 33,203,992            |                    |                     | 32,987,648           




37


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   14. Restatements (contd)


|                                                                                    |                                              |                                            |                    |               |                 |                |            
|----------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------------ | ------------------ | ------------- | --------------- | -------------- | -----------
|Statement of Cash Flows for the Period April 19, 2007 (Inception) to March 31, 2009
|                                                                                    |                                              |                                            |                    |               |                 |                |            
|                                                                                    |                                              |                                            |                    |               |                 |                |            
|                                                                                    |                                              |                                            |                    | Reported      | Adjustments     |                | As Restated
|                                                                                    |                                              |                                            |                    |               |                 |                |            
|                                                                                    |                                              |                                            |                    |               |                 |                |            
|CASH FLOWS FROM OPERATING ACTIVITIES                                                |                                              |                                            |                    |               |                
|                                                                                    | Net loss                                     |                                            | $   (288,747)      | $     164,131 | (1)(3)          | $    (124,616)
|                                                                                    | Adjustments for non-cash Items:              |                                            |                    |               |                 |               
|                                                                                    |                                              | Amortization and depreciation              |                    | 23,156        | 2,468           | (1)(4)         | 25,624     
|                                                                                    |                                              | Interest on convertible debt-related party |                    | 171,783       | (166,598)       | (3)            | 5,185      
|                                                                                    | Changes in operating assets and liabilities: |                                            |                    |               |                 |               
|                                                                                    |                                              | Accounts payable and accrued liabilities   |                    | 3,223         | -               |                | 3,223      
|                                                                                    |                                              | Interest receivable                        |                    | -             | -               |                | -          
|                                                                                    |                                              | Deferred revenue                           |                    | 15,450        | -               |                | 15,450     
|                                                                                    |                                              | Prepaid expenses                           |                    | (13,438)      | 10,000          | (1)            | (3,438)    
|NET CASH USED IN OPERATING ACTIVITIES                                               |                                              | (88,573)                                   | 10,001             |               | (78,572)       
|                                                                                    |                                              |                                            |                    |               |                 |                |            
|CASH FLOWS FROM INVESTING ACTIVITIES                                                |                                              |                                            |                    |               |                
|                                                                                    | License                                      |                                            | -                  | (10,000)      | (1)             | (10,000)      
|                                                                                    | Computer equipment                           |                                            | (10,581)           | 1,393         | (4)             | (9,189)       
|                                                                                    | Computer software                            |                                            | (12,391)           | (1,392)       | (4)             | (13,783)      
|                                                                                    | Equipment                                    |                                            | (27,839)           | -             |                 | (27,839)      
|NET CASH USED IN INVESTING ACTIVITIES                                               |                                              | (50,811)                                   | (10,000)           |               | (60,811)       
|                                                                                    |                                              |                                            |                    |               |                 |                |            
|CASH FLOWS FROM FINANCING ACTIVITIES                                                |                                              |                                            |                    |               |                
|                                                                                    | Proceeds from common stock issuance          |                                            | 75,030             | 131,672       | (2)             | 206,702       
|                                                                                    | Stock subscriptions                          |                                            | 136,546            | (131,671)     | (2)             | 4,875         
|                                                                                    | Proceeds from convertible loan-related party |                                            | 23,800             | -             |                 | 23,800        
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                           |                                              | 235,376                                    | (1)                |               | 235,377        
|                                                                                    |                                              |                                            |                    |               |                 |                |            
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                |                                              | 95,994                                     | 0                  |               | 95,994         
|                                                                                    |                                              |                                            |                    |               |                 |                |            
|CASH AND CASH EQUIVALENTS                                                           |                                              |                                            |                    |               |                
|Beginning of year                                                                   |                                              | -                                          | -                  |               | -              
|                                                                                    |                                              |                                            |                    |               |                 |                |            
|End of year                                                                         |                                              | $       95,994                             | $                0 |               | $        95,994




38


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   14. Restatements (contd)


|                                                          |                                              |                                            |                        |                     |                   |                |            
|--------------------------------------------------------- | -------------------------------------------- | ------------------------------------------ | ---------------------- | ------------------- | ----------------- | -------------- | -----------
|Statement of Cash Flows for the Year Ended March 31, 2009
|                                                          |                                              |                                            |                        |                     |                   |                |            
|                                                          |                                              |                                            |                        |                     |                   |                |            
|                                                          |                                              |                                            |                        | Reported            | Adjustments       |                | As Restated
|                                                          |                                              |                                            |                        |                     |                   |                |            
|                                                          |                                              |                                            |                        |                     |                   |                |            
|CASH FLOWS FROM OPERATING ACTIVITIES                      |                                              |                                            |                        |                     |                  
|                                                          | Net loss                                     |                                            | $      (91,194)        | $            ( 917) | (1)(3)            | $     (92,111)
|                                                          | Adjustments for non-cash Items:              |                                            |                        |                     |                   |               
|                                                          |                                              | Amortization and depreciation              |                        | 18,730              | 1,912             | (1)(4)         | 20,642     
|                                                          |                                              | Interest on convertible debt-related party |                        | -                   | 2,955             | (3)            | 2,955      
|                                                          | Changes in operating assets and liabilities: |                                            |                        |                     |                   |               
|                                                          |                                              | Accounts payable and accrued liabilities   |                        | (2,932)             | (2,954)           |                | (5,886)    
|                                                          |                                              | Interest receivable                        |                        | 398                 | -                 |                | 398        
|                                                          |                                              | Deferred revenue                           |                        | 15,450              | -                 |                | 15,450     
|                                                          |                                              | Prepaid expenses                           |                        | (2,288)             | (997)             | (1)            | (3,285)    
|NET CASH USED IN OPERATING ACTIVITIES                     |                                              | (61,836)                                   | (1)                    |                     | (61,837)         
|                                                          |                                              |                                            |                        |                     |                   |                |            
|CASH FLOWS FROM INVESTING ACTIVITIES                      |                                              |                                            |                        |                     |                  
|                                                          | License                                      |                                            | -                      | -                   | (1)               | -             
|                                                          | Computer equipment                           |                                            | (5,072)                | 1,393               | (4)               | (3,679)       
|                                                          | Computer software                            |                                            | (4,316)                | (1,391)             | (4)               | (5,707)       
|                                                          | Equipment                                    |                                            | (8,756)                | (2)                 |                   | (8,758)       
|NET CASH USED IN INVESTING ACTIVITIES                     |                                              | (18,144)                                   | -                      |                     | (18,144)         
|                                                          |                                              |                                            |                        |                     |                   |                |            
|CASH FLOWS FROM FINANCING ACTIVITIES                      |                                              |                                            |                        |                     |                  
|                                                          | Proceeds from common stock issuance          |                                            | 75,030                 | 76,542              | (2)               | 151,572       
|                                                          | Stock subscriptions                          |                                            | 81,416                 | (76,542)            | (2)               | 4,875         
|                                                          | Proceeds from convertible loan-related party |                                            | -                      | -                   |                   | -             
|Net cash provided by financing activities                 |                                              | 156,446                                    | -                      |                     | 156,447          
|                                                          |                                              |                                            |                        |                     |                   |                |            
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      |                                              | 76,466                                     | (0)                    |                     | 76,466           
|                                                          |                                              |                                            |                        |                     |                   |                |            
|CASH AND CASH EQUIVALENTS                                 |                                              |                                            |                        |                     |                  
|Beginning of Year                                         |                                              | 19,528                                     | -                      |                     | 19,528           
|                                                          |                                              |                                            |                        |                     |                   |                |            
|End of Year                                               |                                              | $         95,994                           | $                  (0) |                     | $          95,994




39


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   14. Restatements (contd)


|                                                                                                        |                        |                        |                        |            |                        |            |            
|------------------------------------------------------------------------------------------------------- | ---------------------- | ---------------------- | ---------------------- | ---------- | ---------------------- | ---------- | -----------
|Statement of Stockholders' Equity (Deficit) for the Period April 19, 2007 (Inception) to March 31, 2009
|                                                                                                        |                        |                        |                        |            |                        |            |            
|                                                                                                        |                        |                        |                        |            |                        |            |            
|                                                                                                        |                        |                        |                        | Previously |                        |            |            
|                                                                                                        |                        |                        |                        | Reported   | Adjustments            |            | As Restated
|Number of shares:                                                                                       |                        |                        |                        |            |                       
|                                                                                                        | Shares issued for cash |                        | 33,203,992             | 175,562    |                        | 33,379,554
|                                                                                                        |                        |                        |                        | 33,203,992 | 175,562                |            | 33,379,554 
|                                                                                                        |                        |                        |                        |            |                        |            |            
|                                                                                                        |                        |                        |                        |            |                        |            |            
|Par value of stock                                                                                      |                        | $               33,204 | $                176   | (2)        | $               33,380
|Additional paid in capital                                                                              |                        | 208,426                | (35,104)               | (2)        | 173,322               
|Stock subscriptions payable                                                                             |                        | 136,546                | (131,671)              | (2)        | 4,875                 
|Net loss                                                                                                |                        | (288,747)              | 164,131                | (1)(3)     | (124,616)             
|Total equity                                                                                            |                        | $               89,429 | $              (2,468) |            | $              86,961 




40


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   14. Restatements (contd)


|                                           |                                                              |                                           |              |                    |                |                 |            
|------------------------------------------ | ------------------------------------------------------------ | ----------------------------------------- | ------------ | ------------------ | -------------- | --------------- | -----------
|Balance Sheet March 31, 2008              
|                                           |                                                              |                                           |              |                    |                |                 |            
|                                           |                                                              |                                           |              | PreviouslyReported | Adjustment     |                 | As Restated
|ASSETS                                     |                                                              |                                           |              |                   
|                                           |                                                              |                                           |              |                    |                |                 |            
|CURRENT ASSETS                             |                                                              |                                           |              |                    |               
|                                           | Cash                                                         |                                           | $     19,528 | $             -    |                | $    19,528    
|                                           | Interest receivable                                          |                                           | 398          | -                  |                | 398            
|                                           | Prepaid expenses                                             |                                           | 11,150       | (10,997)           | (1)            | 153            
|                                           | TOTAL CURRENT ASSETS                                         |                                           | 31,076       | (10,997)           |                | 20,079         
|                                           |                                                              |                                           |              |                    |                |                 |            
|Property and equipment, net                |                                                              | 28,241                                    | -            |                    | 28,241        
|                                           |                                                              |                                           |              |                    |                |                 |            
|OTHER ASSETS                               |                                                              |                                           |              |                    |               
|                                           | License-net                                                  |                                           | -            | 9,444              | (1)            | 9,444          
|                                           | TOTAL OTHER ASSETS                                           |                                           | -            | 9,444              |                | 9,444          
|                                           |                                                              |                                           |              |                    |                |                 |            
|TOTAL ASSETS                               |                                                              | $     59,317                              | $    (1,553) |                    | $       57,764
|                                           |                                                              |                                           |              |                    |                |                 |            
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                                              |                                           |              |                   
|                                           |                                                              |                                           |              |                    |                |                 |            
|CURRENT LIABILITIES                        |                                                              |                                           |              |                    |               
|                                           | Accounts payable and accrued liabilities                     |                                           | $      9,109 | $             -    |                | $         9,109
|                                           | Accrued interest on convertible loan-related party           |                                           | 2,230        | -                  |                | 2,230          
|                                           | Deferred revenue                                             |                                           | -            | -                  |                | -              
|                                           | Convertible loan-related party                               |                                           | 23,800       | -                  |                | 23,800         
|TOTAL CURRENT LIABILITIES                  |                                                              | 35,139                                    | -            |                    | 35,139        
|                                           |                                                              |                                           |              |                    |                |                 |            
|TOTAL LIABILITIES                          |                                                              | 35,139                                    | -            |                    | 35,139        
|                                           |                                                              |                                           |              |                    |                |                 |            
|STOCKHOLDERS' EQUITY                       |                                                              |                                           |              |                    |               
|                                           | Common stock (500,000,000 shares authorized; par value .001; |                                           |              |                    |                |                
|                                           |                                                              | 29,003,992 Shares Issued and Outstanding) |              | -                  | 29,004         | (2)             | 29,004     
|                                           | Additional paid in capital                                   |                                           | 166,600      | (140,474)          | (2)            | 26,126         
|                                           | Subscription payable                                         |                                           | 55,130       | (55,130)           | (2)            | -              
|                                           | Deficit accumulated during the development stage             |                                           | (197,552)    | 165,047            | (1)(3)         | (32,505)       
|TOTAL STOCKHOLDERS' EQUITY                 |                                                              | 24,178                                    | (1,553)      |                    | 22,625        
|                                           |                                                              |                                           |              |                    |                |                 |            
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |                                                              | $     59,317                              | $    (1,553) |                    | $       57,764




41


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   14. Restatements (contd)


|                                                                                       |                                   |                     |                     |                        |                  |                  |                    |  | 
|-------------------------------------------------------------------------------------- | --------------------------------- | ------------------- | ------------------- | ---------------------- | ---------------- | ---------------- | ------------------ |  | 
|Statement of Operations for the Period of April 19, 2007 (Inception) to March 31, 2008
|                                                                                       |                                   |                     |                     |                        |                  |                  |                   
|                                                                                       |                                   |                     |                     |                        |                  |                  |                   
|                                                                                       |                                   |                     |                     | Previously Reported    | Adjustments      |                  | As Restated       
|                                                                                       |                                   |                     |                     |                        |                  |                  |                   
|                                                                                       |                                   |                     |                     |                        |                  |                  |                   
|REVENUES                                                                               |                                   |                     |                     |                        |                 
|                                                                                       | Sales                             |                     | $            11,000 | $                  -   |                  | $         11,000
|                                                                                       |                                   |                     |                     |                        |                  |                  |                   
|OPERATING EXPENSES                                                                     |                                   |                     |                     |                        |                 
|                                                                                       | Amortization and Depreciation     |                     | 4,426               | 556                    | (1)              | 4,982           
|                                                                                       | General and Administrative        |                     | 23,391              | 72                     |                  | 23,464          
|                                                                                       | Professional Fees                 |                     | 10,925              | 996                    |                  | 11,922          
|TOTAL OPERATING EXPENSES                                                               |                                   | 38,742              | 1,624               |                        | 40,368          
|                                                                                       |                                   |                     |                     |                        |                  |                  |                   
|OPERATING LOSS                                                                         |                                   | (27,742)            | (1,624)             |                        | (29,368)        
|                                                                                       |                                   |                     |                     |                        |                  |                  |                   
|OTHER INCOME AND (EXPENSES)                                                            |                                   |                     |                     |                        |                 
|                                                                                       | Interest expense                  |                     | (170,208)           | 166,673                | (3)              | (3,535)         
|                                                                                       | Interest income                   |                     | 398                 | -                      |                  | 398             
|                                                                                       | TOTAL OTHER INCOME AND (EXPENSES) |                     | (169,810)           | 166,673                |                  | (3,137)         
|                                                                                       |                                   |                     |                     |                        |                  |                  |                   
|NET LOSS BEFORE INCOME TAXES                                                           |                                   | (197,552)           | 165,047             |                        | (32,505)        
|                                                                                       |                                   |                     |                     |                        |                  |                  |                   
|PROVISION FOR INCOME TAXES                                                             |                                   | -                   | -                   |                        | -               
|                                                                                       |                                   |                     |                     |                        |                  |                  |                   
|NET LOSS                                                                               |                                   | $         (197,552) | $      165,047      |                        | $       (32,505)
|Per Share Effect of Changes                                                           
|                                                                                       |                                   |                     |                     |                        |                  |                  |                   
|Earnings (loss) per share                                                              |                                   |                     |                     |                        |                 
|                                                                                       | Basic                             |                     |                     | $                 0.08 | $        (0.01)  |                  | $           (0.00)
|                                                                                       |                                   |                     |                     |                        |                  |                  |                   
|WEIGHTED AVERAGE SHARES OUTSTANDING                                                    |                                   |                     |                     |                        |                 
|                                                                                       | Basic                             |                     |                     | 2,484,325              |                  |                  | 9,679,828         




42


eCRYPT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2009 and 2008   14. Restatements (contd)


|                                                                                                        |                        |                        |                        |              |                    |            |            
|------------------------------------------------------------------------------------------------------- | ---------------------- | ---------------------- | ---------------------- | ------------ | ------------------ | ---------- | -----------
|Statement of Stockholders' Equity (Deficit) for the Period April 19, 2007 (Inception) to March 31, 2008
|                                                                                                        |                        |                        |                        |              |                    |            |            
|                                                                                                        |                        |                        |                        |              |                    |            |            
|                                                                                                        |                        |                        |                        | Previously   |                    |            |            
|                                                                                                        |                        |                        |                        | Reported     | Adjustments        |            | As Restated
|Number of Shares:                                                                                       |                        |                        |                        |              |                   
|                                                                                                        | Shares Issued for Cash |                        | -                      | (29,003,992) |                    | 29,003,992
|                                                                                                        |                        |                        |                        | -            | (29,003,992)       |            | 29,003,992 
|                                                                                                        |                        |                        |                        |              |                    |            |            
|                                                                                                        |                        |                        |                        |              |                    |            |            
|Par Value of Stock                                                                                      |                        | $                    - | $          29,004      | (2)          | $           29,004
|Additional Paid in Capital                                                                              |                        | 166,600                | (140,474)              | (2)          | 26,126            
|Stock Subscriptions Payable                                                                             |                        | 55,130                 | (55,130)               | (2)          | -                 
|Net Loss                                                                                                |                        | (197,552)              | 165,047                | (1)(3)       | (32,505)          
|Total Equity                                                                                            |                        | $            24,178    | $              (1,553) |              | $           22,625

Explanations for adjustments:  (1) The license fee originally recorded as a prepaid expense has been reclassified and is being amortized (2) The value of the convertible debt was calculated incorrectly (3) To reflect stock subscriptions converted to common stock and 4 for 1 forward stock split subsequently announced (4) To reflect reclassification of assets and adjust depreciation for these assets


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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  For the fiscal year ended March 31, 2009, there were no disagreements with our accountants on accounting and financial disclosure.  ITEM 9A(T). CONTROLS AND PROCEDURES.  Disclosure Controls and Procedures  The Securities and Exchange Commission defines the term disclosure controls and procedures to mean the company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.  As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  Additionally, the Company's chief executive officer and chief financial officer reviewed whether the restatement of the Company's consolidated financial statements for the fiscal year ended March 31, 2009, as described in the Explanatory Note above and Note 14 to the financial statements, affected their conclusions that the Company's disclosure controls and procedures, as of March 31, 2009, were effective in timely alerting them to material company information required to be included in our periodic filings with the SEC. In connection with their review, our chief executive officer and chief financial officer noted that our decision to restate our financial results did not call into question whether the relevant information was recorded, processed, summarized or reported within the time periods specified in the SEC's rules and forms. It also did not involve any issue about whether information required to be disclosed was accumulated and communicated to our chief executive officer and chief financial officer to allow timely decisions regarding required disclosure. Rather, the restatements were completed to: i)  reclassify and amortize a license fee; ii) recalculate the value of certain convertible debt; iii) reflect stock subscriptions converted to common stock and a 4-for-1 forward stock split subsequently announced; and iv) reflect reclassification of assets and adjust depreciation for these assets. Therefore, based on that review, the Company's management, including the chief executive officer and chief financial officer determined that its prior conclusions, that the


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Company's disclosure controls and procedures were effective as of March 31, 2009, had not changed.  Internal Control Over Financial Reporting  The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.  Management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company's internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.  With the participation of the Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the Company's internal control over financial reporting as of March 31, 2009 based upon the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that, as of March 31, 2009, the Company's internal control over financial reporting was effective.  This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.  There was no significant change in the Company's internal control over financial reporting during the last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  ITEM 9B.     OTHER INFORMATION.  None.


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PART III  ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.  Directors, Executive Officers and Significant Employees The following table sets forth, as of March 31, 2009, the respective positions and ages of our directors and executive officers of the Company. Each director has been elected to hold office until the next annual meeting of shareholders and thereafter until his successor is elected. Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors. There are no agreements or understandings for any officer or director to resign at the request of another person and no officer or director is acting on behalf of or will act at the direction of any other person.  NameAgePositionDirector or Officer SinceBrad Lever34Director, Chief Executive Officer, Chief Financial Officer, PresidentApril 2007Gabriel Rosu35Chief Development OfficerApril 2007  Biographical Information  Mr. Brad Lever  Mr. Brad Lever (Mr. Lever) is 34 years old.  Mr. Lever is currently the sole Director of the Company and serves as the Companys Chief Executive Officer, Chief Financial Officer, President, Director of Sales and Marketing, and Director of Strategic Alliances and Investor Relations; he has served in these capacities since the Companys inception.  Mr. Levers core functionalities are to coordinate team efforts, manage sales and marketing, and aid in the development of services and solutions which cater to the marketplace.  In addition to the work that Mr. Lever performs with the Registrant, since 2004, Mr. Lever has worked in enterprise sales for BCE, a telecommunications company, focusing on new acquisitions and providing wireless data solutions.  From 2003 to 2004, Mr. Lever was a sales executive with Sophos, Inc., a company that provides anti-virus software solutions to businesses.  Mr. Gabriel Rosu  Mr. Gabriel Rosu (Mr. Rosu) is 35 years old.  Mr. Rosu is currently the Companys Chief Development Officer (CDO), a position he has held since the Companys inception.  As CDO, Mr. Rosu functions as the Companys lead software developer and eCommerce infrastructure developer.  A fully trained Java Architect, Mr. Rosu is versed in software and application design and development, service-oriented architecture, and encryption frameworks.  His primary role is to develop and test communications and information security concepts and solutions.  In addition to the work Mr. Rosu performs with the Registrant, since March 2008, Mr. Rosu has worked with Telus, a Canadian telecommunications company, as a Frameworks Lead Architect.  From 2004 through February 2008, Mr. Rosu worked with Accenture, a global management consulting, technology services and outsourcing company, as a Frameworks Lead Architect, a position in which he was responsible for deliverable planning and tracking as well as resource allocation.  From 2001 through 2004, Mr. Rosu was a Senior Software Engineer with Verb Exchange Inc., a digital communications company that provides new media marketing opportunities to advertisers, a position in which he served as a team leader and Java architect.


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Family Relationships  None.  Involvement in Certain Legal Proceedings  None of the Registrants officers, directors, promoters or control persons has been involved in the past five (5) years in any of the following:  (1) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;  (2) Any conviction in a criminal proceedings or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);  (3) Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or  (4) Being found by a court of competent jurisdiction (in a civil action), the SEC or the U.S. Commodity Futures Trading Commission to have violated a federal or state securities laws or commodities law, and the judgment has not been reversed, suspended, or vacated. Directorships  None of the Companys executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Securities exchange Act of 1934 (the Exchange Act) or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.  Compliance with Section 16(a) of the Exchange Act  Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership of Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission.  Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.  Based solely on its review of the copies of such forms received by it, the Company believes that, during the fiscal year ended March 31, 2009, all Section 16(a) filing requirements applicable to its officers, directors and 10% stockholders were satisfied.  Code of Ethics  The Company has not yet adopted a code of ethics.  The Company intends to adopt a code of ethics in the near future.   ITEM 11. EXECUTIVE COMPENSATION.  Executive Compensation


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The following 

table

 sets forth, for the years indicated, all compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by the Companys chief executive officer

, chief financial officer

 and all other executive officers who received or are entitled to receive remuneration in excess of $100,000 during the stated periods.  Summary Compensation Table


|                                        |           |           |       |          |          |              |               |              |          
|--------------------------------------- | --------- | --------- | ----- | -------- | -------- | ------------ | ------------- | ------------ | ---------
|                                        |           |           |       |          |          |              |               |              |          
|                                        |           |           |       |          |          |              |               |              |          
|                                        |           |           |       |          |          | Non-Equity   | Non-qualified |              |          
|                                        |           |           |       |          |          | Incentive    | Deferred      |              |          
|                                        |           |           |       | Stock    | Option   | Plan         | Compensation  | All other    |          
|Name and                                |           | Salary    | Bonus | Award(s) | Award(s) | Compensation | Earnings      | Compensation | Total    
|Principal Position                      | Year      | ($)       | ($)   | ($)      | ($)      | (#)          | ($)           | ($)          | ($)      
|Brad Lever, CEO, President              | 2009
2008 | $nil
$nil | --
-- | --
--    | --
--    | --
--        | --
--         | --
--        | $nil
$nil
|Gabriel Rosu,
Chief Development Officer | 2009
2008 | $nil
$nil | --
-- | --
--    | --
--    | --
--        | --
--         | --
--        | $nil
$nil

Option Grants in Last Fiscal Year  There were no options granted to any of the named executive officers during the fiscal year ended March 31, 2009. Equity Compensation Plan Information  The Company currently does not have any equity compensation plans.   Director Compensation  We do not currently compensate our directors for their services as directors. Directors are reimbursed for their reasonable out-of-pocket expenses incurred with attending board or committee meetings.  The following table provides summary information concerning compensation awarded to, earned by, or paid to any of our directors for all services rendered to the Company in all capacities for the fiscal year ended March 31, 2009.


|                   |         |          |          |              |               |              |      
|------------------ | ------- | -------- | -------- | ------------ | ------------- | ------------ | -----
|                   |         |          |          |              | Change in     |              |      
|                   | Fees    |          |          |              | Pension       |              |      
|                   | Earned  |          |          | Non-Equity   | Value and     |              |      
|                   | And     |          |          | Incentive    | Non-qualified |              |      
|                   | Paid in | Stock    | Option   | Plan         | Compensation  | All other    |      
|Name and           | Cash    | Award(s) | Award(s) | Compensation | Earnings      | Compensation | Total
|Principal Position | ($)     | ($)      | ($)      | (#)          | ($)           | ($)          | ($)  
|                   |         |          |          |              |               |              |      
|Brad Lever         | $nil    | --       | --       | --           | --            | --           | $nil 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


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Security Ownership of Certain Beneficial Owners  The following table sets forth, as of March 31, 2009, the ownership of each person known by the Company to be a beneficial owner of 5% or more of its common stock. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares.  No person listed below has any options, warrants or other right to acquire additional securities of the Registrant except as may be otherwise noted.  Title of ClassName and AddressNumber of Shares Beneficially OwnedPercent of ClassCommonGlobal Capital Partners, LLC
PO Box 6560
Pahrump, NV  890414,000,00012%CommonKasia Zukowska
305 - 336 East 1st Avenue
Vancovuer, BC  V5T 4R62,400,0007%  Security Ownership of Management  The following table sets forth, as of March 31, 2009, the ownership of each executive officer and director of the Company, and of all executive officers and directors of the Registrant as a group. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares.  No person listed below has any options, warrants or other right to acquire additional securities of the Company except as may be otherwise noted.   Title of ClassName and AddressNumber of Shares Beneficially OwnedPercent of ClassCommonBrad Lever(1)
305 - 336 E 1st Ave
Vancouver, BC V5T4R6
Canada8,000,00024%CommonGabriel Rosu(1)
223-6198 Kathleen Ave
Burnaby, BC V5H2S7
Canada2,400,0007%CommonAll Directors and Officers as a Group (2 in total)10,400,00031% (1) Officer or Director of the Company  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  Related Transactions  There were no material transactions, or series of similar transactions, during our Companys last fiscal year,


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or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuers total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.  Director Independence  The NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission.  These guidelines provide that a director is deemed independent only if the board of directors affirmatively determines that the director has no relationship with the company which, in the boards opinion, would interfere with the directors exercise of independent judgment in carrying out his or her responsibilities.  Significant stock ownership will not, by itself, preclude a board finding of independence.  For NASDAQ Stock Market listed companies, the director independence rules list six types of disqualifying relationships that preclude an independence filing.  The Companys board of directors may not find independent a director who:  1. is an employee of the company or any parent or subsidiary of the company;  2. accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the companys securities; (c) compensation paid to a family member who is a non-executive employee of the company (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;  3. is a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company;  4. is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipients consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the companys securities or (b) payments under non-discretionary charitable contribution matching programs;  5. is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or is, or has a family member who is, a current partner of the companys outside auditor, or was a partner or employee of the companys outside auditor who worked on the companys audit.  Based upon the foregoing criteria, our Board of Directors has determined that Brad Lever is not an independent director under these rules as he is also employed by the Company as its Chief Executive Officer, Chief Financial Officer, and President.  ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES  Audit Fees


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(1) The aggregate fees billed by De Joya Griffith & Company, LLC, for audit of the Company's annual financial statements were $7,500 for the fiscal year ended March 31, 2009, and $5,000 for the fiscal year ended March 31, 2008.  Audit Related Fees  (2) De Joya Griffith & Company, LLC  did not bill the Company any amounts for assurance and related services that were related to its audit or review of the Companys financial statements during the fiscal years ended 2009 and 2008.  Tax Fees  (3) The aggregate fees billed by De Joya Griffith & Company, LLC for tax compliance, advice and planning were $0.00 for the fiscal year ended March 31, 2009 and 2008.  All Other Fees  (4) De Joya Griffith & Company, LLC did not bill the Company for any products and services other than the foregoing during the fiscal years ended 2009 and 2008.  Audit Committees Pre-approval Policies and Procedures  (5) The Company does not have an audit committee per se. The current board of directors functions as the audit committee.   ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.  (a) Audited Financial Statements for Fiscal Year Ended March 31, 2009.  (b) Exhibits.  3.1Articles of Incorporation of eCrypt Technologies, Inc., filed as exhibit to Form 10 filed with the Securities and Exchange Commission on November 11, 2008.3.2Bylaws of eCrypt Technologies, Inc., filed as exhibit to Form 10 filed with the Securities and Exchange Commission on November 11, 2008.10.1OEM License Agreement, dated January 31, 2008 by and between Certicom Corp. and eCrypt Technologies, Inc., filed as exhibit to Form 10 filed with the Securities and Exchange Commission on November 11, 2008.


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10.2BlackBerry Alliance Program  Master Alliance Agreement, dated April 2, 2008 by and between Research in Motion Limited and eCrypt Technologies, Inc., filed as exhibit to Form 10 filed with the Securities and Exchange Commission on November 11, 2008.10.3Standard Non-Disclosure Agreement., filed as exhibit to Form 10 filed with the Securities and Exchange Commission on November 11, 2008, filed as exhibit to Form 10 filed with the Securities and Exchange Commission on November 11, 2008.10.4Software Development Partnership Agreement, dated April 23, 2007 by and between eCrypt Technologies, Inc. and Gabi Rosu., filed as exhibit to Form 10 filed with the Securities and Exchange Commission on November 11, 2008.10.5Commodity Classification Document., filed as exhibit to Form 10 filed with the Securities and Exchange Commission on November 11, 2008, filed as exhibit to Form 10 filed with the Securities and Exchange Commission on November 11, 2008.31.1Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32.2Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*  * Filed Herewith (signature page follows)


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eCRYPT TECHNOLOGIES, INC.  In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:  By:  /S/ Brad Lever Brad Lever, Chief Executive Officer, Chief Financial Officer, Director  Date:  December 1, 2009


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