UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB





[xx]

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005



[   ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____





Commission file Number:  000-28237



EYE CATCHING MARKETING CORPORATION

(Name of small business issuer in its charter)



Nevada

(State or other jurisdiction of incorporation or organization)



98-0204678

(I.R.S. Employer Identification Number)



Suite 810, 1708 Dolphin Avenue

Kelowna, British Columbia, V1Y 9S4

(Address of principal executive offices)



(250) 868-8177

(Issuer's telephone number)



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

None



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

Common Shares



Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that 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



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

[ X ]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

(check one):  Yes [ X ]    No [  ]



The Issuer's revenues for its fiscal year ended September 30, 2005 were $NIL.



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 sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days.  (See definition of affiliate in Rule 12b-2 of the Exchange Act.)     N/A



Note:  If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.



On September 30, 2005, the number of shares outstanding of the registrant's Common Stock was 500,000.



Transitional Small Business Disclosure Format (Check one):  Yes ____; No __X__







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PART I

BUSINESS



Item 1.  Description of Business



Eye Catching Marketing Corporation (referred to as "us," "we" or "our") was incorporated on March 3, 1997 under the laws of the State of Nevada to engage in any lawful corporate purpose.  Other than issuing shares to its shareholders, we never commenced any other operational activities.  We can be defined as a "blank check" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.  The Board of Directors has elected to commence implementation of our principal business purpose, described below under "Plan of Operation."



The proposed business activities classifies us as a "blank check" company.  The Securities and Exchange Commission defines these companies as "any development stage company that is issuing a penny stock (within the meaning of section 3 (a)(51) of the Securities Exchange Act of 1934) and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies."  Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions.  Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully implemented our business plan.  We intend to comply with the periodic reporting requirements of the Securities Exchange Act of 1934 for so long as it is subject to those requirements.



Lock-up Agreement



Each of our shareholders has executed and delivered a "lock-up" letter agreement, affirming that they shall not sell their respective shares of common stock until we have successfully consummated a merger or acquisition and we are no longer classified as a "blank check" company.  In order to provide further assurances that no trading will occur in our securities until a merger or acquisition has been consummated, each shareholder has agreed to place their respective stock certificate with our legal counsel, who will not release these respective certificates until they have confirmed that a merger or acquisition was successfully consummated.  However, while management believes that the procedures established to preclude any sale of our securities prior to closing of a merger or acquisition will be sufficient, we cannot assure you that the procedures established will unequivocally limit any shareholder's ability to sell their respective securities before a closing.



Investment Company Act of 1940



Although we will be subject to regulation under the Securities Act of 1933, and the Securities Exchange Act of 1934, management believes we will not be subject to regulation under the Investment Company Act of 1940, since we will not be engaged in the business of investing or trading in securities.  In the event we engage in business combinations that result in our holding passive investment interests in a number of entities, we could be subject to regulation under the `40 Act.  If that occurs, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs.  We have obtained no formal determination from the Securities and Exchange Commission as to our status under the `40 Act and, consequently, a violation of the Act could subject us to material adverse consequences.



Investment Advisors Act of 1940



Under Section 202(a)(11) of the Investment Advisors Act of 1940, as amended, an "investment adviser" means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities.  We seek to locate a suitable merger of acquisition candidate, and we do not intend to engage in the business of advising others in investment matters for a fee or other type of consideration.



Dissenter's Rights



In accordance with Nevada Revised Statutes ("NRS") ss. 78.3793, on the 10th day following the acquisition of a controlling interest by an acquiring person, if the control shares are accorded full voting rights pursuant to NRS ss. 78.378 to 78.3793, inclusive, and the acquiring person has acquired a majority interest of the voting shares, any stockholder of record, other than the acquiring person, who has not voted in favor of authorizing voting rights for the control shares is entitled to demand payment for the fair value of his shares by making a written demand.



Forward Looking Statements



Because we desire to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), we caution readers regarding forward looking statements found in the following discussion and elsewhere in this registration statement and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission.  Forward looking statements are statements not based on historical information and that relate to future operations, strategies, financial results or other developments.  Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change.  These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by or on our behalf.  We disclaim any obligation to update forward looking statements.  Readers should also understand that under Section 27A(b)(2)(D) of the `33 Act, and Section 21E(b)(2)(D) of the `34 Act, the "safe harbor" provisions of the PSLRA do not apply to statements made in connection with our offering.



Item 2.  Description of Property



We have no properties and at this time have no agreements to acquire any properties.



We operate from our offices at Suite 810, 1708 Dolphin Avenue, Kelowna, British Columbia, Canada.  Space is provided to the Company on a rent free basis by Mr. Hemmerling, an officer and director of the Company, and it is anticipated that this arrangement will remain until we successfully consummate a merger or acquisition.  Management believes that this space will meet our needs for the foreseeable future.



Item 3.  Legal Proceedings



The Company is not involved in any legal proceedings at this time.



Item 4.  Submission of Matters to a Vote of Security Holders



No matter was submitted to vote of security holders during the fourth quarter of the fiscal year covered by this report.



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PART II



Item 5.  Market for Common Equity and Related Stockholder Matters



There is no trading market for our common stock at present and there has been no trading market to date.  Management has not undertaken any discussions with any prospective market maker concerning the participation in the aftermarket for the Company's securities and management does not intend to initiate any discussions until we have consummated a merger or acquisition.  We cannot guarantee that a trading market will ever develop or if a market does develop, that it will continue.



Market Price



Our common stock is not quoted at the present time.  The Securities and Exchange Commission has adopted a Rule that established the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.  For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.  In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.  The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.  Disclosure also has to be made about the risks of investing in penny stock in both public offering and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.



Management intends to strongly consider undertaking a transaction with any merger or acquisition candidate that will allow our securities to be traded without the aforesaid limitations.  However, we cannot predict whether, upon a successful merger or acquisition, we will qualify our securities for listing on Nasdaq or some other national exchange, or be able to maintain the maintenance criteria necessary to insure continued listing.  Failure to qualify our securities or to meet the relevant maintenance criteria after qualification in the future may result in the discontinuance of the inclusion of our securities on a national exchange.  However, trading, if any, in our securities may then continue in the non-Nasdaq over-the-counter market.  As a result, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our securities.



Item 6.  Plan of Operation



We intend to seek to acquire assets or shares of an entity actively engaged in a business that generates revenues, in exchange for its securities.  We have not identified a particular acquisition target and have not entered into any negotiations regarding an acquisition.  As soon as this registration statement becomes effective under Section 12 of the `34 Act, we intend to contact investment bankers, corporate financial analysts, attorneys and other investment industry professionals through various media.  None of our officers, directors, promoters or affiliates have engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger with us as of the date of this registration statement.



Depending upon the nature of the relevant business opportunity and the applicable state statutes governing how the transaction is structured, the Company's Board of Directors expects that it will provide our shareholders with complete disclosure documentation concerning a potential business opportunity and the structure of the proposed business combination prior to consummation.  Disclosure is expected to be in the form of a proxy or information statement, in addition to the post-effective amendment.



While any disclosure must include audited financial statements of the target entity, we cannot assure you that such audited financial statements will be available.  As part of the negotiation process, the Board of Directors does intend to obtain certain assurances of value, including statements of assets and liabilities, material contracts, accounts receivable statements, or other indicia of the target entity's condition prior to consummating a transaction, with further assurances that an audited statement would be provided prior to execution of a merger or acquisition agreement.  Closing documents will include representations that the value of the assets transferred will not materially differ from the representations included in the closing documents, or the transaction will be voidable.



Due to our intent to remain a shell corporation until a merger or acquisition candidate is identified, it is anticipated that its cash requirements shall be minimal, and that all necessary capital, to the extent required, will be provided by the directors or officers.  We do not anticipate that we will have to raise capital in the next twelve months.  We also do not expect to acquire any plant or significant equipment.



We have not and do not intend to enter into, any arrangement, agreement or understanding with non-management shareholders allowing non-management shareholders to directly or indirectly participate in or influence our management of the Company.  Management currently holds 60.8% of our stock.  As a result, management is in a position to elect a majority of the directors and to control our affairs.



We have no full time employees.  Our President and Secretary have agreed to allocate a portion of their time to our activities, without compensation.  These officers anticipate that our business plan can be implemented by their devoting approximately five (5) hours each per month to our business affairs and, consequently, conflicts of interest may arise with respect to their limited time commitment.  We do not expect any significant changes in the number of employees.  See "Management."



Our officers and directors may become involved with other companies who have a business purpose similar to ours.  As a result, potential conflicts of interest may arise in the future.  If a conflict does arise and an officer or director is presented with business opportunities under circumstances where there may be a doubt as to whether the opportunity should belong to the Company or another "blank check" company they are affiliated with, they will disclose the opportunity to all the companies.  If a situation arises where more than one company desires to merge with or acquire that target company and the principals of the proposed target company have no preference as to which company will merge with or acquire the target company, the company that first filed a registration statement with the Securities and Exchange Commission will be entitled to proceed with the proposed transaction.  See "Risk Factors - Affiliation With Other "Blank Check" Companies."



General Business Plan



Our purpose is to seek, investigate and, if investigation warrants, acquire an interest in business opportunities presented to it by persons or firms that desire to seek the perceived advantages of an Exchange Act registered corporation.  We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature.  This discussion of the proposed business is purposefully general and is not meant to restrict our discretion to search for and enter into potential business opportunities.  Management anticipates that it may be able to participate in only one potential business venture because we have nominal assets and limited financial resources.  This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.



We may seek a business opportunity with entities that have recently commenced operations, or that wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes.  We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.



We anticipate that the selection of a business opportunity will be complex and extremely risky.  Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation.  The perceived benefits may include facilitating or improving the terms for additional equity financing that may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders and other factors.  Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of these business opportunities extremely difficult and complex.



We have, and will continue to have, no capital to provide the owners of business opportunities with any significant cash or other assets.  However, management believes we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering.  The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with acquisition of a business opportunity, including the costs of preparing Form 8-K's, 10-KSB's, or 10-QSB's, agreements and related reports and documents.  The '34 Act specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the `34 Act.  Nevertheless, the officers and directors of the Company have not conducted market research and are not aware of statistical data that would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.



The analysis of new business opportunities will be undertaken by our officers and directors, none of whom is a professional business analyst.  Management intends to concentrate on identifying preliminary prospective business opportunities that may be brought to our attention through present associations of our officers and directors, or by our shareholders.  In analysing prospective business opportunities, management will consider:



-

the available technical, financial and managerial resources;

-

working capital and other financial requirements;

-

history of operations, if any;

-

prospects for the future;

-

nature of present and expected competition;

-

the quality and experience of management services that may be available and the depth of that management;

-

the potential for further research, development, or exploration;

-

specific risk factors not now foreseeable but could be anticipated to impact our proposed activities;

-

the potential for growth or expansion;

-

the potential for profit;

-

the perceived public recognition of acceptance of products, services, or trades;

-

name identification; and

-

other relevant factors.



Our officers and directors expect to meet personally with management and key personnel of the business opportunity as part of their "due diligence" investigation.  To the extent possible, the Company intends to utilize written reports and personal investigations to evaluate the above factors.  We will not acquire or merge with any company that cannot provide audited financial statements within a reasonable period of time after closing of the proposed transaction.



Our management, while probably not especially experienced in matters relating to the prospective new business of the Company, shall rely upon their own efforts and, to a much lesser extent, the efforts of our shareholders, in accomplishing our business purposes.  We do not anticipate that any outside consultants or advisors, except for our legal counsel and accountants, will be utilized by us to accomplish our business purposes.  However, if we do retain an outside consultant or advisor, any cash fee will be paid by the prospective merger/acquisition candidate, as we have no cash assets.  We have no contracts or agreements with any outside consultants and none are contemplated.



We will not restrict our search for any specific kind of firms, and may acquire a venture that is in its preliminary or development stage or is already operating.  We cannot predict at this time the status of any business in which we may become engaged, because the business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages that we may offer.  Furthermore, we do not intend to seek capital to finance the operation of any acquired business opportunity until we have successfully consummated a merger or acquisition.



We anticipate that we will incur nominal expenses in the implementation of its business plan.  Because we has no capital to pay these anticipated expenses, present management will pay these charges with their personal funds, as interest free loans, for a minimum of twelve months from the date of this registration statement.  If additional funding is necessary, management and or shareholders will continue to provide capital or arrange for additional outside funding.  However, the only opportunity that management has to have these loans repaid will be from a prospective merger or acquisition candidate.  Management has no agreements with us that would impede or prevent consummation of a proposed transaction.  We cannot assure, however, that management will continue to provide capital indefinitely if a merger candidate cannot be found.  If a merger candidate cannot be found in a reasonable period of time, management may be required reconsider its business strategy, which could result in our dissolution.



Acquisition of Opportunities



In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.  It may also acquire stock or assets of an existing business.  On the consummation of a transaction, it is probable that our present management and shareholders will no longer be in control.  In addition, our directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our shareholders.  Furthermore, management may negotiate or consent to the purchase of all or a portion of our stock.  Any terms of sale of the shares presently held by officers and/or directors will be also afforded to all other shareholders on similar terms and conditions.  Any and all sales will only be made in compliance with the securities laws of the United States and any applicable state.



While the actual terms of a transaction that management may not be a party to cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so-called "tax-free" reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code").  In order to obtain tax-free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity.  In that event, the shareholders of the Company would retain 20% or less of the issued and outstanding shares of the surviving entity, which would result in significant dilution in the equity of the shareholders.



As part of the "due diligence" investigation, our officers and directors will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures to the extent of our limited financial resources and management expertise.  How we will participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of the parties, the management of the target company and our relative negotiation strength.



With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of our Company that the target company shareholders would acquire in exchange for all of their shareholdings in the target company.  Depending upon, among other things, the target company's assets and liabilities, our shareholders will probably hold a substantially lesser percentage ownership interest following any merger or acquisition.  The percentage ownership may be subject to significant reduction in the event we acquire a company with substantial assets.  Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our then shareholders.



We will participate in a business opportunity only after the negotiation and execution of appropriate written agreements.  Although we cannot predict the terms of the agreements, generally the agreements will require some specific representations and warranties by all of the parties, will specify certain events of default, will detail the terms of closing and the conditions that must be satisfied by each of the parties prior to and after the closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.



As stated previously, we will not acquire or merge with any entity that cannot provide independent audited financial statements concurrent with the closing of the proposed transaction.  We are subject to the reporting requirements of the `34 Act.  Included in these requirements is our affirmative duty to file independent audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as our audited financial statements included in our annual report on Form 10-K (or 10-KSB, as applicable) and quarterly reports on Form 10-Q (or 10-QSB, as applicable).  If the audited financial statements are not available at closing, or if the audited financial statements provided do not conform to the representations made by the candidate to be acquired in the closing documents, the closing documents will provide that the proposed transaction will be voidable at the discretion of our present management.  If the transaction is voided, the agreement will also contain a provision providing for the acquisition entity to reimburse us for all costs associated with the proposed transaction.



Competition



We will remain an insignificant participant among the firms that engage in the acquisition of business opportunities.  There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we do.  In view of our combined extremely limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.



"CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  Except for historical matters, the matters discussed in this Form 10-KSB are forward-looking statements based on current expectations and involve risks and uncertainties.  Forward-looking statements include, but are not limited to, statements under the following heading: "Managements Discussion And Analysis Or Plan Of Operations" the timing and expected profitable results of publishing and sales and the need for no additional financing.



Item 7.  Financial Statements



Our audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.



The following audited financial statements are filed as part of this annual report:



Reports of Independent Registered Public Accounting Firm

Balance Sheet as at September 30, 2005

Statements of Operations for the years ended September 30, 2005 and 2004

Statements of Changes in Shareholders Deficit for the period from October 1, 2002 through September 30, 2005

Statements of Cash Flows for the years ended September 30, 2005 and 2004

Notes to the Financial Statements



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Report of Independent Registered Public Accounting Firm



To the Board of Directors and Shareholders

Eye Catching Marketing Corporation





We have audited the balance sheet of Eye Catching Marketing Corporation as of September 30, 2004 and the related statements of operations, changes in shareholders deficit and cash flows for the years ended September 30, 2004 and 2003 (not separately included herein).  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 audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide 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 Eye Catching Marketing Corporation as of September 30, 2004, and the related statements of operations and cash flows for the years ended September 30, 2004 and 2003 (not separately included herein) in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has a working capital deficiency as of September 30, 2004 and a history of recurring losses.  These factors raise substantial doubt about the Companys ability to continue as a going concern.  Managements plans regarding those matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.









Cordovano and Honeck, P.C.

Denver, Colorado

December 18, 2004





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Board of Directors

Eye Catching Marketing Corporation

Kelowna, British Columbia

CANADA



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We have audited the accompanying balance sheet of Eye Catching Marketing Corporation (a development stage enterprise) as of September 30, 2005 and the related statements of operations, stockholders deficit and cash flows for the year then ended and for the period from March 3, 1997 (inception) through September 30, 2005.  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.  The financial statements of Eye Catching Marketing Corporation, Inc. as of September 30, 2004, were audited by other auditors whose report dated December 18, 2004, included an explanatory paragraph that described the conditions present which raised substantial doubt about the Companys ability to continue as a going concern.



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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes 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 Eye Catching Marketing Corporation, as of September 30, 2005 and the results of its operations, stockholders deficit and its cash flows for the year then ended and for the period from March 3, 1997 (inception) through September 30, 2005 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses and has an accumulated deficit at September 30, 2005. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/Williams & Webster, P.S.



Williams & Webster, P.S.

Certified Public Accountants

Spokane, Washington



January 3, 2006









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|                                            |                                                      |                                                  |          |         |       |               |         |     |               | 
|------------------------------------------- | ---------------------------------------------------- | ------------------------------------------------ | -------- | ------- | ----- | ------------- | ------- | --- | ------------- | 
|EYE CATCHING MARKETING CORPORATION          |                                                      |                                                  |          |         |      
|(A Development Stage Enterprise)            |                                                      |                                                  |          |         |      
|BALANCE SHEETS                              |                                                      |                                                  |          |         |      
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|                                            |                                                      |                                                  |          |         |       | September 30, |         |     | September 30,
|                                            |                                                      |                                                  |          |         |       | 2005          |         |     | 2004         
|ASSETS                                      |                                                      |                                                  |          |         |       |               |        
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|CURRENT ASSETS                              |                                                      |                                                  |          |         |      
|                                            | Cash                                                 |                                                  |          | $       | 4,152 |               | $       | 567
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|TOTAL ASSETS                                | $                                                    | 4,152                                            |          | $       | 567  
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|LIABILITIES AND STOCKHOLDERS' DEFICIT       |                                                      |                                                  |          |         |      
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|CURRENT LIABILITIES                         |                                                      |                                                  |          |         |      
|                                            | Accounts payable and accrued liabilities             | $                                                | 4,048    |         | $     | 2,548        
|                                            | Indebtedness to related party                        |                                                  | 9,000    |         |       | -            
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|                                            |                                                      | TOTAL CURRENT LIABILITIES                        |          | 13,048  |       |               | 2,548  
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|COMMITMENTS AND CONTINGENCIES               |                                                      | -                                                |          |         | -    
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|STOCKHOLDERS' DEFICIT                       |                                                      |                                                  |          |         |      
|                                            | Common stock, 100,000,000 shares authorized; $0.0001 |                                                  |          |         |       |              
|                                            |                                                      | par value; 500,000 shares issued and outstanding |          | 50      |       |               | 50     
|                                            | Additional paid-in capital                           |                                                  | 42,270   |         |       | 42,270       
|                                            | Accumulated deficit during development stage         |                                                  | (51,216) |         |       | (44,301)     
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|                                            |                                                      | TOTAL STOCKHOLDERS'  DEFICIT                     |          | (8,896) |       |               | (1,981)
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $                                                    | 4,152                                            |          | $       | 567  
|                                            |                                                      |                                                  |          |         |       |               |         |     |              
|                                            |                                                      |                                                  |          |         |       |               |         |     |              

The accompanying notes are an integral part of these financial statements.



|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|---------------------------------- | -------------------------------------------- | ----------------------------- | ------- | ------- | ------- | ------- | ------------- | -------- | ------------- |  | ---------------
|EYE CATCHING MARKETING CORPORATION |                                              |                               |         |         |         |         |              
|(A Development Stage Enterprise)   |                                              |                               |         |         |         |         |              
|STATEMENTS OF OPERATIONS           |                                              |                               |         |         |         |         |              
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|                                   |                                              |                               |         |         |         |         |               |          |               |  | From Inception 
|                                   |                                              |                               |         |         |         |         |               |          |               |  | (March 3, 1997)
|                                   |                                              |                               |         |         |         |         | Year Ended    |          | Year Ended    |  | through        
|                                   |                                              |                               |         |         |         |         | September 30, |          | September 30, |  | September 30,  
|                                   |                                              |                               |         |         |         |         | 2005          |          | 2004          |  | 2005           
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|REVENUES                           |                                              |                               | $       | -       | $       | -       | $             | -       
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|EXPENSES                           |                                              |                               |         |         |         |         |               |         
|                                   | Selling, general and administrative expenses |                               |         | 6,915   |         | 7,255   |               | 51,211  
|                                   | Interest expense                             |                               |         | -       |         | 5       |               | 5       
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|                                   |                                              | TOTAL EXPENSES                |         |         | 6,915   |         | 7,260         |          | 51,216       
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|LOSS FROM OPERATIONS               |                                              |                               | (6,915) |         | (7,260) |         | (51,216)     
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|LOSS BEFORE TAXES                  |                                              |                               | (6,915) |         | (7,260) |         | (51,216)     
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|INCOME TAXES                       |                                              |                               | -       |         | -       |         | -            
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|NET LOSS                           |                                              |                               | $       | (6,915) | $       | (7,260) | $             | (51,216)
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|                                   | NET LOSS PER COMMON SHARE,                   |                               |         |         |         |         |               |         
|                                   |                                              | BASIC AND DILUTED             |         | $       | (0.01)  | $       | (0.01)        |          |              
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|                                   | WEIGHTED AVERAGE NUMBER                      |                               |         |         |         |         |               |         
|                                   |                                              | OF COMMON SHARES OUTSTANDING, |         |         |         |         |               |          |              
|                                   |                                              | BASIC AND DILUTED             |         |         | 500,000 |         | 500,000       |          |              
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                
|                                   |                                              |                               |         |         |         |         |               |          |               |  |                

The accompanying notes are an integral part of these financial statements.



|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|---------------------------------- | ---------------------------------------------- | ------------------------ |  | ------- | ------- | ------------ | -- | -- | ---------- | ------ | - | ------- | -------- | -------- | ----------- | ------- | -------- | -------------
|EYE CATCHING MARKETING CORPORATION |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |        
|(A Development Stage Enterprise)   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |        
|STATEMENT OF STOCKHOLDERS DEFICIT |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |        
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          | Deficit     |         |          |              
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          | Accumulated |         |          |              
|                                   |                                                |                          |  |         |         | Common Stock |    |    | Additional |        |   | During  |          |          | Total      
|                                   |                                                |                          |  |         |         | Number       |    |    |            |        |   | Paid-In |          |          | Development |         |          | Stockholders
|                                   |                                                |                          |  |         |         | of Shares    |    |    | Amount     |        |   | Capital |          |          | Stage       |         |          | Deficit      
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|Balance, March 3, 1997 (Inception) |                                                |                          |  | -       |         | $            | -  |    | $          | -      |   | $       | -        |          | $           | -      
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Common stock issued in exchange for services   |                          |  |         | 500,000 |              |    | 50 |            |        | - |         |          | -        |             |         | 50      
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Net loss for the year ended September 30, 1997 |                          |  |         | -       |              |    | -  |            |        | - |         |          | (50)     |             |         | (50)    
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|Balance, September 30, 1997        |                                                |                          |  | 500,000 |         |              | 50 |    |            | -      |   |         | (50)     |          |             | -      
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Net loss for the year ended September 30, 1998 |                          |  |         | -       |              |    | -  |            |        | - |         |          | -        |             |         | -       
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|Balance, September 30, 1998        |                                                |                          |  | 500,000 |         |              | 50 |    |            | -      |   |         | (50)     |          |             | -      
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Net loss for the year ended September 30, 1999 |                          |  |         | -       |              |    | -  |            |        | - |         |          | (1,623)  |             |         | (1,623) 
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|Balance, September 30, 1999        |                                                |                          |  | 500,000 |         |              | 50 |    |            | -      |   |         | (1,673)  |          |             | (1,623)
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Expenses paid by third party                   |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |         
|                                   |                                                | on behalf of the Company |  |         |         | -            |    |    | -          |        |   | 13,596  |          |          | -           |         |          | 13,596       
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Net loss for the year ended September 30, 2000 |                          |  |         | -       |              |    | -  |            |        | - |         |          | (14,043) |             |         | (14,043)
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|Balance, September 30, 2000        |                                                |                          |  | 500,000 |         |              | 50 |    |            | 13,596 |   |         | (15,716) |          |             | (2,070)
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Third party expenses paid by an affiliate on   |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |         
|                                   |                                                | behalf of the company    |  |         |         | -            |    |    | -          |        |   | 7,606   |          |          | -           |         |          | 7,606        
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Net loss for the year ended September 30, 2001 |                          |  |         | -       |              |    | -  |            |        | - |         |          | (7,731)  |             |         | (7,731) 
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|Balance, September 30, 2001        |                                                |                          |  | 500,000 |         |              | 50 |    |            | 21,202 |   |         | (23,447) |          |             | (2,195)
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Third party expenses paid by an affiliate on   |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |         
|                                   |                                                | behalf of the company    |  |         |         | -            |    |    | -          |        |   | 5,361   |          |          | -           |         |          | 5,361        
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Net loss for the year ended September 30, 2002 |                          |  |         | -       |              |    | -  |            |        | - |         |          | (7,037)  |             |         | (7,037) 
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|Balance, September 30, 2002        |                                                |                          |  | 500,000 |         |              | 50 |    |            | 26,563 |   |         | (30,484) |          |             | (3,871)
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Third party expenses paid by an affiliate on   |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |         
|                                   |                                                | behalf of the company    |  |         |         | -            |    |    | -          |        |   | 7,617   |          |          | -           |         |          | 7,617        
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Net loss for the year ended September 30, 2003 |                          |  |         | -       |              |    | -  |            |        | - |         |          | (6,557)  |             |         | (6,557) 
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|Balance, September 30, 2003        |                                                |                          |  | 500,000 |         |              | 50 |    |            | 34,180 |   |         | (37,041) |          |             | (2,811)
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Working capital contributions received         |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |         
|                                   |                                                | from an affiliate        |  |         |         | -            |    |    | -          |        |   | 8,090   |          |          | -           |         |          | 8,090        
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Net loss for the year ended September 30, 2004 |                          |  |         | -       |              |    | -  |            |        | - |         |          | (7,260)  |             |         | (7,260) 
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|Balance, September 30, 2004        |                                                |                          |  | 500,000 |         |              | 50 |    |            | 42,270 |   |         | (44,301) |          |             | (1,981)
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|                                   | Net loss for the year ended September 30, 2005 |                          |  |         | -       |              |    | -  |            |        | - |         |          | (6,915)  |             |         | (6,915) 
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              
|Balance, September 30, 2005        |                                                |                          |  | 500,000 |         | $            | 50 |    | $          | 42,270 |   | $       | (51,216) |          | $           | (8,896)
|                                   |                                                |                          |  |         |         |              |    |    |            |        |   |         |          |          |             |         |          |              

The accompanying notes are an integral part of these financial statements.



|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                 | 
|-------------------------------------------- | --------------------------------------------------------------------------- | --------------------------------------------------------------- | ----- | ------- | ------------- | ----- | ------- | ------------- | ------ | -------- | --------------- | 
|EYE CATCHING MARKETING CORPORATION           |                                                                             |                                                                 |       |         |               |       |         |              
|(A Development Stage Enterprise)             |                                                                             |                                                                 |       |         |               |       |         |              
|STATEMENTS OF CASH FLOWS                     |                                                                             |                                                                 |       |         |               |       |         |              
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          | From Inception 
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          | (March 3, 1997)
|                                             |                                                                             |                                                                 |       |         | Year Ended    |       |         | Year Ended    |        |          | through        
|                                             |                                                                             |                                                                 |       |         | September 30, |       |         | September 30, |        |          | September 30,  
|                                             |                                                                             |                                                                 |       |         | 2005          |       |         | 2004          |        |          | 2005           
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                
|CASH FLOWS FROM OPERATING ACTIVITIES:        |                                                                             |                                                                 |       |         |               |       |         |              
|                                             | Net loss                                                                    |                                                                 | $     | (6,915) |               | $     | (7,260) |               | $      | (51,216)
|                                             | Adjustments to reconcile net loss to net cash used in operating activities: |                                                                 |       |         |               |       |         |               |       
|                                             |                                                                             | Increase (decrease) in accounts payable and accrued liabilities |       | 1,500   |               |       | (421)   |               |        | 4,048   
|                                             |                                                                             | Net cash used by operating activities                           |       | (5,415) |               |       | (7,681) |               |        | (47,168)
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                
|CASH FLOWS PROVIDED BY INVESTING ACTIVITIES: |                                                                             | -                                                               |       |         | -             |       |         | -            
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES: |                                                                             |                                                                 |       |         |               |       |         |              
|                                             | Issuance of common stock                                                    |                                                                 | -     |         |               | -     |         |               | 50    
|                                             | Capital contributed by an affiliate                                         |                                                                 | -     |         |               | 8,090 |         |               | 42,270
|                                             | Proceeds from related party advances                                        |                                                                 | 9,000 |         |               | -     |         |               | 9,000 
|                                             |                                                                             | Net cash provided by financing activities                       |       | 9,000   |               |       | 8,090   |               |        | 51,320  
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                
|                                             | NET INCREASE IN CASH                                                        |                                                                 | 3,585 |         |               | 409   |         |               | 4,152 
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                
|CASH, BEGINNING OF PERIOD                    |                                                                             | 567                                                             |       |         | 158           |       |         | -            
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                
|CASH, END OF PERIOD                          | $                                                                           | 4,152                                                           |       | $       | 567           |       | $       | 4,152        
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                
|SUPPLEMENTAL CASH FLOW INFORMATION:          |                                                                             |                                                                 |       |         |               |       |         |              
|                                             | Interest paid                                                               | $                                                               | -     |         | $             | 5     |         | $             | 5     
|                                             | Income taxes paid                                                           | $                                                               | -     |         | $             | -     |         | $             | -     
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                
|NON-CASH TRANSACTIONS:                       |                                                                             |                                                                 |       |         |               |       |         |              
|                                             | 500,000 shares of common stock issued for services                          | $                                                               | -     |         | $             | -     |         | $             | 50    
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                
|                                             |                                                                             |                                                                 |       |         |               |       |         |               |        |          |                

The accompanying notes are an integral part of these financial statements.



---

EYE CATCHING MARKETING CORPORATION

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2005





NOTE 1  ORGANIZATION AND DESCRIPTION OF BUSINESS



Eye Catching Marketing Corporation (the Company) was incorporated, under the laws of Nevada on March 3, 1997 to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.  The Companys business plan is to evaluate, structure and complete a merger with, or acquisition of, a privately owned corporation.



The Company has been in a development stage since its inception on March 3, 1997 and has not realized any revenues from its planned operations.  The Companys year end is September30.





NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



This summary of significant accounting policies is presented to assist in understanding the Companys financial statements. The financial statements and notes are representations of the Companys management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.



Accounting Method

The Companys financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.



Basic and Diluted Net Loss Per Share

Loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. At September 30, 2005, basic and diluted loss per share are the same, as there are no common stock equivalents outstanding.



Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.



Concentration of Risk

The Company maintains its cash in primarily one business checking account, the funds of which are insured by the Federal Deposit Insurance Corporation.



Compensated Absences

Currently, the Company has no employees; therefore, no liability has been recorded in the accompanying financial statements. The Companys policy will be to recognize the costs of compensated absences when there are employees who earn such benefits.



Derivative Instruments

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities  Deferral of the Effective Date of FASB No. 133, SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, and SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities,  which is effective for the Company as of January 1, 2001.  These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.  They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.



If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.  The Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.



For the year ended September 30, 2005, the Company has not engaged in any transactions that would be considered derivative instrument or hedging activities.



Development Stage Activities

The Company has been in the development stage since its formation and has not realized any revenue from operations.  It will be primarily engaged in evaluating, structuring, and completing a merger with, or acquisition of, a privately owned corporation.



Fair Value of Financial Instruments

The Company's financial instruments as defined by Statement of Financial Accounting Standards

No. 107, "Disclosures about Fair Value of Financial Instruments," may include cash, receivables,

advances, accounts payable and accrued expenses.  All such instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2005.



Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  As shown in the accompanying financial statements, the Company has no revenues, minimal cash, and recurring losses since inception.  These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.



The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  Managements plans are to engage in evaluating, structuring, and completing a merger with, or acquisition of, a privately owned corporation.  These plans, if successful, will mitigate the factors which raise substantial doubt about the Companys ability to continue as a going concern.  The Companys continuation as a going concern is dependent upon continuing capital contributions from an affiliate to meet its obligations on a timely basis, consummating a business combination with an operating company, and ultimately attaining profitability.  There is no assurance that the affiliate will continue to provide capital to the Company or that the Company can identify a target company and consummate a business combination.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS No. 109).

Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the more likely than not standard imposed by SFAS No. 109 to allow recognition of such an asset.



Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 154, Accounting Changes  and Error  Corrections, (hereinafter SFAS No. 154) which replaces Accounting  Principles Board Opinion No. 20, Accounting  Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements  An Amendment of APB Opinion No. 28.  SFAS No. 154 provides guidance on accounting for and reporting changes in accounting principle and error corrections.  SFAS No. 154 requires that changes in accounting principle be applied retrospectively to prior period financial statements and is effective for fiscal years beginning after December 15, 2005.  The Company does not expect SFAS No. 154 to have a material impact on its financial position, results of operations, or cash flows.



In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153, Exchange of Nonmonetary Assets an amendment of ARB Opinion No. 29. This statement addresses the measurement of exchanges of nonmonetary assets.  The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that opinion, however, included certain exceptions to that principle.  This statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  This statement is effective for financial statements for fiscal years beginning after June 15, 2005.  Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date of this statement is issued.  Management believes the adoption of this statement will have no impact on the financial statements of the Company.



In December 2004, the Financial Accounting Standards Board issued a revision to Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation (hereinafter SFAS No. 123R). This statement supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance.  This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments.  This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  This statement does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS No. 123.  This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, Employers Accounting for Employee Stock Ownership Plans. The Company has determined that there was no impact to its financial statements from the adoption of this statement.



In November 2004, the Financial Accounting Standards Board issued SFAS No. 151, Inventory Costs an amendment of ARB No. 43, Chapter 4. This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that . . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges. . . . This statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of so abnormal. In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe the adoption of this statement will have any immediate material impact on the Company as the Company maintains no inventory.



Use of Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements.  Accordingly, upon settlement, actual results may differ from estimated amounts.



NOTE 3  INCOME TAXES



A reconciliation of U.S. statutory federal income tax rate to the effective rate is as follows:



|                                          |                     |  |        
|----------------------------------------- | ------------------- |  | -------
|                                          | For the Years Ended
|                                          | September 30,      
|                                          | 2005                |  | 2004   
|U.S. statutory federal rate               | 34.00%              |  | 15.00% 
|Net operating loss (NOL) for which no tax
|benefit is currently available            | -34.00%             |  | -15.00%
|                                          | 0.00%               |  | 0.00%  





At September 30, 2005, the Company had deferred tax assets before offsetting valuation allowance calculated at an expected rate of 34% of $17,413.  At September 30, 2004, the Company had deferred tax assets before offsetting valuation allowance calculated at an expected rate of 15% of $7,551.



As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax assets, a valuation allowance equal to the deferred tax asset, was recorded at the Companys year-end financial reporting dates.



At September 30, 2005 and 2004, the Company has net operating loss carryforwards of $51,216 and $44,301, respectfully, which will expire through the year 2025.  The change in valuation allowance from September 30, 2004 to September 30, 2005 is $9,862.  This change is primarily due to the change in the Companys net operating loss carryforwards and the change in managements estimate of applicable tax rates.



The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the asset will be realized.  At that time, the allowance will either be increased or reduced.  Reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax asset is no longer impaired and the allowance is no longer required.



Should the Company undergo an ownership change, as defined in Section 382 of the Internal Revenue Code, the Companys tax net operating loss carryforwards generated prior to the ownership change will be subject to an annual limitation which could reduce or defer the utilization of those losses.



NOTE 4  RELATED PARTY TRANSACTIONS



The Company maintains a mailing address at the offices of RD Capital, Inc. (RD Capital), an affiliate under common control.  At this time, the Company has no need for an office.



RD Capital has assumed responsibility for funding the Companys limited operations.  The Company accounts for such proceeds as contributed capital or as indebtedness to a related party.  During the year ended September 30, 2004, RD Capital made contributions to the Company totaling $8,090.  No capital contributions were made during the year ended September 30, 2005.  Through September 30, 2005, RD Capital has contributed a total of $42,270 on behalf of the stockholders, which is included in the accompanying financial statements as additional paid-in capital.  RD Capital does not expect to be repaid for its capital contributions to the Company.



During the year ended September 30, 2005, RD Capital loaned $9,000 to the Company.  This indebtedness is non-interest bearing, not collateralized, and is payable on demand.



NOTE 5  COMMON STOCK



During the year ended September 30, 1997, the Company issued 500,000 shares of common stock in exchange for services.  There have been no issuances of the Companys common stock after September 30, 1997.







---



Item 8.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure



We have engaged new auditors as our independent accountants to audit our financial statements.  The former auditors, Cordovano & Honeck, LLP resigned as our auditors on December 5, 2005 and on December 5, 2005, our board of directors approved the change of independent accountants and appointed Williams & Webster, P.S. as our independent accountants.



During the years ended September 30, 2003 and September 30, 2004, there were no disagreements with our former accountants, Cordovano & Honeck, LLP, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.



During the years ended September 30, 2003 and September 30, 2004, our former accountants report on our financial statements contained the qualification that our financial statements were prepared assuming that we will continue as a going concern.  Given that we have suffered losses from operations and the satisfaction of liabilities and commitments are dependent upon our ability to meet our future financing requirements and the success of its future operations, there is substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.  Other than the qualification regarding uncertainty of our ability to continue as a going concern, our former accountants report on our financial statements did not contain an adverse opinion, a disclaimer of opinion or qualification or modification as to uncertainty, audit scope or accounting principles.



We have engaged the firm of Williams & Webster, P.S. as of December 5, 2005.  During the years ended September 30, 2003 and September 30, 2004, Williams & Webster, P.S. was not consulted on any matter relating to accounting principles to a specific completed or proposed transaction or the type of audit opinion that might be rendered on our financial statements.  During the years ended September 30, 2003 and September 30, 2004,Williams & Webster, P.S. did not provide any written or oral advice that was an important factor considered by it in reaching any decision as to accounting, auditing or financial reporting issues.



Item 8A.  Controls and Procedures



As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being September 30, 2005, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures.  This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer.  Based upon that evaluation, our president and chief executive officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.  There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.



Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.



---



PART III





Item 9.  Directors, Executive Officers, Promoters and Control Persons;

Compliance with Section 16(a) of the Exchange Act.



Set forth below are the present directors and executive officers of the Company.  Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers.  There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer.  Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers serve at the discretion of the Board of Directors.



|                  |     |                                  
|----------------- | --- | ---------------------------------
|Name              | Age | Position                         
|Robert Hemmerling | 44  | President, Chairman and Director 
|Devinder Randhawa | 43  | Secretary, Treasurer and Director



The above listed officers and directors will serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal, or disqualification, or until their successors have been duly elected and qualified.  Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors.  Our officers serve at the will of the Board of Directors.  There are no family relationships between any executive officer and director.



Business Experience



The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.



Resumes



Robert Hemmerling, President, chairman and director, was appointed to his positions on March 3, 1997.  In addition to his positions with us, since September 1996, Mr. Hemmerling has been employed with Strathmore Minerals Corp., Kelowna, British Columbia in the investor relations department.  Strathmore Minerals Corp. is engaged in the business of acquiring and developing uranium properties.  Prior, from January 1996 through August 1996, Mr. Hemmerling was unemployed.  From January 1992 through December 1995, Mr. Hemmerling was an electrician with Concord Electric, Kelowna, British Columbia. He devotes his time as necessary to our business, which time is expected to be nominal.



Devinder Randhawa, Secretary, Treasurer and director, was appointed to his positions on March 3, 1997.  Upon completing his MBA in 1985, Mr. Randhawa has been in the venture capital/corporate finance (sub-investment banking).  Mr. Randhawa was either a registered representative or an analyst for 8 years before founding RD Capital Inc.  RD Capital, Inc. is a privately held consulting firm assisting emerging companies in the resource and non-resource sectors.  Mr. Randhawa was the founder of start-ups such as First Smart Sensor and Strathmore Minerals Corp.  Mr. Randhawa received a Bachelors Degree in Business Administration with Honors from Trinity Western College of Langley, British Columbia in 1983 and received his MBA from the University of British Columbia in 1985.  He devotes a nominal part of his time to our business.



Family Relationships



There are no family relationships among our directors and officers.



Board and Committee Meetings



The Board of Directors of the Company held no formal meetings during the year ended September 30, 2005.  All proceedings of the Board of Directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors.  Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and the By-laws of the Company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.



For the year ended September 30, 2005 our only standing committee of the Board of Directors was our audit committee.



Audit Committee



Currently our audit committee consists of our entire Board of Directors.  We currently do not have nominating, compensation committees or committees performing similar functions.  There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.



During fiscal 2004/2005, there were informal meetings held by this Committee.  The business of the Audit Committee was conducted by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the Audit Committee.



Audit Committee Financial Expert



Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.



We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.  In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.



Involvement in Certain Legal Proceedings



Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:



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 proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);



3.

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of 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 Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.



Section 16(a) Beneficial Ownership Compliance



Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.  Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended September 30, 2005, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with.



Code of Ethics



Effective December 1, 2005, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's President and Secretary (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions.  As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:



1.

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;



2.

full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;



3.

compliance with applicable governmental laws, rules and regulations;



4.

the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and



5.

accountability for adherence to the Code of Business Conduct and Ethics.



Our Code of Business Conduct and Ethics requires, among other things, that all of our company's Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.



In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly Senior Officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws.  Any Senior Officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company.  Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.



Our Code of Business Conduct and Ethics is filed with the Securities and Exchange Commission as Exhibit 14.1 to our annual report.  We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request.  Requests can be sent to:  Eye Catching Marketing Corporation, Suite 810, 1708 Dolphin Avenue, Kelowna, British Columbia, V1Y 9S4.



Item 10.  Executive Compensation



None of our officers and/or directors have received any compensation for their respective services rendered unto us.  They all have agreed to act without compensation until authorized by the Board of Directors, which is not expected to occur until we have generated revenues from operations after consummation of a merger or acquisition.  As of the date of this registration statement, we have no funds available to pay directors.  Further, none of the directors are accruing any compensation pursuant to any agreement with us.



It is possible that, after we successfully consummate a merger or acquisition with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity.  However, we have adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision to undertake any proposed transaction.  Each member of management has agreed to disclose to the Board of Directors any discussions concerning possible employment by any entity that proposes to undertake a transaction with us and further, to abstain from voting on the transaction.  Therefore, as a practical matter, if each member of the Board of Directors is offered employment in any form from any prospective merger or acquisition candidate, the proposed transaction will not be approved by the Board of Directors as a result of the inability of the Board to affirmatively approve the transaction.  The transaction would then be presented to our shareholders for approval.



It is possible that persons associated with management may refer a prospective merger or acquisition candidate to us.  In the event we consummate a transaction with any entity referred by associates of management, it is possible that the associate will be compensated for their referral in the form of a finder's fee.  It is anticipated that this fee will be either in the form of restricted common stock issued by us as part of the terms of the proposed transaction, or will be in the form of cash consideration.  However, if compensation is in the form of cash, payment will be tendered by the acquisition or merger candidate, because we have insufficient cash available.  The amount of any finder's fee cannot be determined as of the date of this registration statement, but is expected to be comparable to consideration normally paid in like transactions, which range up to ten (10%) percent of the transaction price.  No member of management will receive any finders fee, either directly or indirectly, as a result of their respective efforts to implement our business plan.



No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.



|                                                     |                        |            |           |                                 |                               |                                       |                  |                             
|---------------------------------------------------- | ---------------------- | ---------- | --------- | ------------------------------- | ----------------------------- | ------------------------------------- | ---------------- | ----------------------------
|SUMMARY COMPENSATION TABLE                          
|                                                     | Long Term Compensation |           
|                                                     | Annual Compensation    | Awards     | Payouts   |                                
|(a)                                                  | (b)                    | (c)        | (d)       | (e)                             | (f)                           | (g)                                   | (h)              | (i)                         
|Name and Principle Position                          | Year                   | Salary
($) | Bonus
($) | Other
Annual Comp-
ensation
($) | Restricted
Stock
Award(s)
($) | Securities
Underlying
Option/SARs
(#) | LTIP
Payouts
($) | All
Other
Comp-
ensation
($)
|Robert Hemmerling,
President                         | 2004/
2005             | $0.00      | $0.00     | $0.00                           | $0.00                         | 0                                     | $0.00            | $0.00                       
|Devinder Randhawa,
Secretary, Treasurer and Director | 2004/
2005             | $0.00      | $0.00     | $0.00                           | $0.00                         | 0                                     | $0.00            | $0.00                       



Long-Term Incentive Plans



There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors.  We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.



We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.



Compensation Of Directors



We reimburse our directors for expenses incurred in connection with attending board meetings.  We did not pay director's fees or other cash compensation for services rendered as a director in the year ended September 30, 2005.



We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established.  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.  Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.  No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.



Employment Contracts



There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  Our directors and executive officers may receive stock options at the discretion of our board of directors in the future.  We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.



We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.



Item 11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



The following table provides information regarding the beneficial ownership of our common stock as of September 30, 2005 by:



*

each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock,



*

each of our directors and named executive officers, and



*

all of our directors and executive officers as a group.



|               |                                                                        |                                        |                 
|-------------- | ---------------------------------------------------------------------- | -------------------------------------- | ----------------
|Title of Class | Name and Address
of Beneficial Owner                                   | Amount and Nature
of Beneficial Owner  | Percent
of Class
|Common Stock   | Robert Hemmerling
Suite 810, 1708 Dolphin Avenue
Kelowna, B.C.
V1Y 9S4 | 152,000 common shares
Direct Ownership | 30.4%           
|Common Stock   | Devinder Randhawa
Suite 810, 1708 Dolphin Avenue
Kelowna, B.C.
V1Y 9S4 | 152,000 common shares
Direct Ownership | 30.4%           
|Common Stock   | All Officers and Directors
as a Group                                  | 304,000 common shares                  | 60.8%           



The balance of our outstanding common stock is held by eight persons, none of whom hold 5% or more of our outstanding common stock.



Changes in Control



We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.



Item 12.  Certain Relationships and Related Transactions



There have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-B.





Item 13.  Exhibits, List and Reports on Form 8-K.



(A)

Exhibits



|               |                                                                                                                                                                                        
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number | Description                                                                                                                                                                            
|3.1            | Articles of Incorporation and amendments thereto, as filed with the Issuer's Form 10-SB (file no. 000-28237) filed on November 22, 1999 incorporated herein by reference.              
|3.3            | Bylaws as filed with the Issuer's Form 10-SB (file no. 000-28237) on November 22, 1999 incorporated herein by reference.                                                               
|4.1            | Form of Lock Up Agreement Executed by the Issuer's Shareholders as filed with the Issuer's Form 10-SB (file no.000-28237) filed on November 22, 1999, incorporated herein by reference.
|13.1           | Form 10QSB for the Period ended December 31, 2004, filed on February 14, 2005, incorporated herein by reference.                                                                       
|13.2           | Form 10QSB for the Period ended March 31, 2005, filed on May 16, 2005, incorporated herein by reference.                                                                               
|13.3           | Form 10QSB for the Period ended June 30, 2005, filed on August 9, 2005, incorporated herein by reference.                                                                              
|14.1           | Code of Business Conduct and Ethics                                                                                                                                                    
|31.1           | Section 302 Certification of Chief Executive Officer                                                                                                                                   
|31.2           | Section 302 Certification of Chief Financial Officer                                                                                                                                   
|32             | Section 906 Certification                                                                                                                                                              



(B)

Reports on Form 8-K



None



Item 14.  Principal Accountant Fees and Services



Audit Fees



For the period ended September 30, 2005, the aggregate fees billed by Williams & Webster, P.S. for professional services rendered for the audit of our annual financial statements included in our annual report on Form 10-KSB were $2,500.  For the fiscal year ended September 30, 2004, the aggregate fees billed by Cordovano & Honeck, P.C. for professional services rendered for the audit of our annual financial statements included in our annual report on Form 10-KSB were $2,000.



Audit Related Fees



For the period ended September 30, 2005, no aggregate fees were billed for assurance and related services by Williams & Webster, P.S. relating to the performance of the audit of our financial statements which are not reported under the caption "Audit Fees" above.  For the fiscal year ended September 30, 2004, the aggregate fees billed for assurance and related services by Cordovano & Honeck, P.C. relating to the performance of the audit of our financial statements which are not reported under the caption "Audit Fees" above, was $850.



Tax Fees



For the period ended September 30, 2005, no aggregate fees were billed by Williams & Webster, P.S. for other non-audit professional services, other than those services listed above.  For the fiscal year ended September 30, 2004, the aggregate fees billed by Cordovano & Honeck, P.C. for other non-audit professional services, other than those services listed above, totalled $NIL.



We do not use Williams & Webster, P.S. or Cordovano & Honeck, P.C. for financial information system design and implementation.  These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers.  We do not engage Williams & Webster, P.S. or Cordovano & Honeck, P.C. to provide compliance outsourcing services.



Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Williams & Webster, P.S. is engaged by us to render any auditing or permitted non-audit related service, the engagement be:



-

approved by our audit committee (which consists of our entire board of directors); or



-

entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.



The board of directors pre-approves all services provided by our independent auditors.  All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.



The board of directors has considered the nature and amount of fees billed by Williams & Webster, P.S. and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Williams & Webster, P.S.s independence.



---



SIGNATURES



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



EYE CATCHING MARKETING CORPORATION





Dated:  January 12, 2006

Per:

/s/ Robert Hemmerling

Robert Hemmerling,

President, C.E.O. and Director



In accordance with the Exchange Act, this report has been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.





/s/ Robert Hemmerling

Robert Hemmerling, President, C.E.O. Director



January 12, 2006

Date