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, 2004

[]   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 ]

The Issuer's revenues for its fiscal year ended September 30, 2004 were $0.00.

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, 2004, the number of shares outstanding of the registrant's
Common Stock was 500,000.

Transitional Small Business Disclosure Format (Check one):  Yes    ; No X
                                                                ---    ---

<PAGE>


                                     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 my 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.

                                     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

The audited financial statements for Eye Catching Marketing Corporation for the
year ending September 30, 2004 are included as part of this Form 10KSB following
the signature page of this Form 10KSB. Item 8. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure

There were no changes or disagreements with Accountants or Auditors during the
fiscal year ending September 30, 2004.

                                    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               43             President, Chairman and Director
Devinder Randhawa               42             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.

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.

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.
<TABLE>
<CAPTION>


                                              SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------------
                                                                              Long Term Compensation
---------------------------------------------------------------------- -------------------------------------- ----------
                                         Annual Compensation                    Awards            Payouts
-------------------------------- ------------------------------------- -------------------------- ----------- ----------
          (a)             (b)        (c)         (d)          (e)          (f)          (g)          (h)         (i)
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
                                                             Other                                               All
                                                            Annual     Restricted    Securities                 Other
  Name and Principle                                         Comp-        Stock      Underlying      LTIP       Comp-
       Position                    Salary       Bonus      ensation     Award(s)    Option/SARs    Payouts    ensation
                          Year       ($)         ($)          ($)          ($)          (#)          ($)         ($)

------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
<S>                      <C>     <C>          <C>         <C>          <C>          <C>           <C>         <C>
Robert Hemmerling,       2003/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
President                2004
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
Devinder Randhawa,       2003/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
Secretary, Treasurer     2004
and Director
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
</TABLE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following table provides information regarding the beneficial ownership of
our common stock as of September 30, 2004 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.

                Name and Address                 Amount and Nature      Percent
Title of Class  of Beneficial Owner              of Beneficial Owner    of Class
--------------  -------------------              -------------------    --------

Common Stock    Robert Hemmerling                152,000 common shares  30.4%
                Suite 810, 1708 Dolphin Avenue   Direct Ownership
                Kelowna, B.C.
                V1Y 9S4

Common Stock    Devinder Randhawa                152,000 common shares  30.4%
                Suite 810, 1708 Dolphin Avenue   Direct Ownership
                Kelowna, B.C.
                V1Y 9S4

Common Stock    All Officers and Directors       304,000 common shares  60.8%
                as a Group

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

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, 2003, filed on
               February 17, 2004, incorporated herein by reference.

13.2           Form 10QSB for the Period ended March 31, 2004, filed on May 14,
               2004, incorporated herein by reference.

13.3           Form 10QSB for the Period ended June 30, 2004, filed on August
               16, 2004, incorporated herein by reference.

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

                                   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:  December 23, 2004                  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

                                                 December 23, 2004
                                                 -------------------------------
                                                 Date



<PAGE>

                       EYE CATCHING MARKETING CORPORATION

                          Index to Financial Statements
                                                                           Page
                                                                           ----

Independent Auditors' Report ...........................................   F-2

Balance Sheet at September 30, 2004 ....................................   F-3

Statements of Operations for the years ended September 30, 2004 and 2003   F-4

Statements of Changes in Shareholders' Deficit for the period from
     October 1, 2002 through September 30, 2004 ........................   F-5

Statements of Cash Flows for the years ended September 30, 2004 and 2003   F-6

Notes to Financial Statements ..........................................   F-7


<PAGE>

                          Independent Auditors' Report

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. 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 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.



/s/ Cordovano and Honeck, P.C.
------------------------------
Cordovano and Honeck, P.C.
Denver, Colorado
December 13, 2004

                                       F-2
<PAGE>

                       EYE CATCHING MARKETING CORPORATION

                                  Balance Sheet
                               September 30, 2004


                                     Assets

Cash .............................................................   $    567
                                                                     ========


                  Liabilities and Shareholders' Deficit

Current liabilities:
    Accounts payable and accrued liabilities .....................   $  2,548
                                                                     --------

                Total current liabilities ........................      2,548
                                                                     --------

Shareholders' deficit (Note 2):
    Common stock, $.0001 par value; 100,000,000 shares authorized,
      500,000 shares issued and outstanding ......................         50
    Additional paid-in capital ...................................     42,270
    Retained deficit .............................................    (44,301)
                                                                     --------

                Total shareholders' deficit ......................     (1,981)
                                                                     --------

                                                                     $    567
                                                                     ========
                 See accompanying notes to financial statements

                                       F-3

<PAGE>

                       EYE CATCHING MARKETING CORPORATION

                            Statements of Operations

                                                  Years Ended September 30,
                                                   ----------------------
                                                     2004         2003
                                                   ---------    ---------

Costs and expenses:
    Selling, general and administrative expenses   $   7,255    $   6,557
    Interest expense ...........................           5         --
                                                   ---------    ---------

                     Loss before income taxes ..      (7,260)      (6,557)
                                                   ---------    ---------

Income tax provision (Note 3) ..................        --           --
                                                   ---------    ---------

                     Net loss ..................   $  (7,260)   $  (6,557)
                                                   =========    =========

Basic and diluted loss per share ...............   $   (0.01)   $   (0.01)
                                                   =========    =========

Weighted average common shares outstanding .....     500,000      500,000
                                                   =========    =========

                 See accompanying notes to financial statements

                                       F-4

<PAGE>

<TABLE>
                       EYE CATCHING MARKETING CORPORATION

                 Statements of Changes in Shareholders' Deficit
<CAPTION>

                                                                        Common Stock      Additional
                                                                     -------------------   Paid-In    Retained
                                                                      Shares   Par Value   Capital    Deficit      Total
                                                                     --------   --------   --------   --------    --------
<S>                                                                  <C>        <C>        <C>        <C>         <C>
                                       BALANCE, SEPTEMBER 30, 2002    500,000         50     26,563    (30,484)     (3,871)

Working capital contributions received from
   an affiliate (Note 2) .........................................       --         --        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 (Note 2) .........................................       --         --        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)
                                                                     ========   ========   ========   ========    ========
</TABLE>
                 See accompanying notes to financial statements

                                       F-5
<PAGE>

<TABLE>
                       EYE CATCHING MARKETING CORPORATION

                            Statements of Cash Flows
<CAPTION>

                                                                     Years Ended September 30,
                                                                        -----------------
                                                                        2004       2003
                                                                       -------    -------
<S>                                                                    <C>        <C>
Cash flows from operating activities:
      Net loss .....................................................   $(7,260)   $(6,557)
      Adjustments to reconcile net income to net cash
            provided by operating activities:
         Changes in operating liabilities:
            Accounts payable and accrued liabilities ...............      (421)      (902)
                                                                       -------    -------
                               Net cash used in operating activities    (7,681)    (7,459)
                                                                       -------    -------

Cash flows from financing activities:
      Capital contributed by an affiliate (Note 2) .................     8,090      7,617
                                                                       -------    -------
                           Net cash provided by financing activities     8,090      7,617
                                                                       -------    -------

Net change in cash .................................................       409        158
Cash, beginning of period ..........................................       158       --
                                                                       -------    -------

                                                 Cash, end of period   $   567    $   158
                                                                       =======    =======


Supplemental disclosure of cash flow information:
      Cash paid during the period for:
         Interest ..................................................   $     5    $  --
                                                                       =======    =======
         Income taxes ..............................................   $  --      $  --
                                                                       =======    =======
</TABLE>
                 See accompanying notes to financial statements

                                       F-6
<PAGE>

                       EYE CATCHING MARKETING CORPORATION

                          Notes To Financial Statements

Note 1: Organization and summary of significant accounting policies

Organization

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 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 a working capital deficiency as of
September 30, 2004 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. 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.

Summary of significant accounting policies

Cash and equivalents

For the purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents. The Company had no cash or cash
equivalents at September 30, 2004.

Fair value of financial instruments

The Company's financial instruments consist of accounts payable and accrued
liabilities. The carrying amounts of the current liabilities approximate fair
value due to the short-term maturity of the instruments.

Use of estimates

The preparation of the financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect certain reported amounts of assets and liabilities;
disclosure of contingent assets and liabilities at the date of the financial
statements; and the reported amounts of revenues and expenses during the
reporting period. Accordingly, actual results could differ from those estimates.


Income Taxes

The Company reports income taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes", which requires the liability method in accounting for income
taxes. Deferred tax assets and liabilities arise from the difference between the
tax basis of an asset or liability and its reported amount on the financial
statements. Deferred tax amounts are determined by using the tax rates expected

                                       F-7
<PAGE>

                       EYE CATCHING MARKETING CORPORATION

                          Notes To Financial Statements

to be in effect when the taxes will actually be paid or refunds received, as
provided under currently enacted law. Valuation allowances are established when
necessary to reduce the deferred tax assets to the amounts expected to be
realized. Income tax expense or benefit is the tax payable or refundable,
respectively, for the period plus or minus the change during the period in the
deferred tax assets and liabilities.

Loss per common share

Basic loss per share is computed by dividing income available to common
shareholders (the numerator) by the weighted-average number of common shares
(the denominator) for the period. The computation of diluted loss per share is
similar to basic loss per share, except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if potentially dilutive common shares had been issued.

At September 30, 2004, there was no variance between basic and diluted loss per
share as there were no potentially dilutive common shares outstanding.

Note 2: 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.
During the year ended September 30, 2004 and 2003, RD Capital made contributions
to the Company totaling $8,090 and $7,617, respectively. Through September 30,
2004, RD Capital has contributed a total of $42,270, which is included in the
accompanying financial statements as "Additional paid-in capital".

Note 3: Income taxes

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


                                                       September 30,
                                                    --------------------
                                                      2004        2003
                                                    --------    --------
    U.S. statutory federal rate                      15.00%      15.00%
    Net operating loss (NOL) for which no tax
      benefit is currently available                -15.00%     -15.00%
                                                    --------    --------
                                                      0.00%       0.00%
                                                    ========    ========

At September 30, 2004, deferred taxes consisted of a net tax asset of $7,551,
due to operating loss carryforwards of $44,301, which was fully allowed for, in
the valuation allowance of $7,551. The valuation allowance offsets the net
deferred tax asset for which there is no assurance of recovery. The changes in
the valuation allowance for the years ended September 30, 2004 and 2003 were
$1,089 and $984 respectively. Net operating loss carryforwards will expire
through 2024.

                                       F-8
<PAGE>

                       EYE CATCHING MARKETING CORPORATION

                          Notes To Financial Statements


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.

                                       F-9