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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

(Mark One) x  Quarterly Report Pursuant
  To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period ended June 30, 2005

 ̈ Transition
  Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the transition period ________ to ________

COMMISSION FILE NUMBER000-51152

DIGITAL ECOSYSTEMS CORP.
  
  (Name of small business issuer in its charter)

|NEVADA                                           | 98-0431245                     
|------------------------------------------------ | -------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification
|organization)                                    |                                
|                                                 |                                
|#1500, 701 West Georgia Street                   |                                
|Vancouver, British Columbia, Canada              | V7Y 1C6                        
|(Address of principal executive offices)         | (Zip Code)                     
|                                                 |                                
|(604) 681-7039                                   |                                
|Issuer's telephone number                        |                                

Not Applicable 
  Former name, former address and former fiscal year, if changed since last report

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 twelve months (or for such shorter period that
  the registrant was
  required to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days. Yes xNo  ̈

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

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of 
  the latest practicable date: As of August 18, 2005, the Registrant had 9,120,000
  shares of 
  common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):
  Yes  ̈ Nox

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PART I - FINANCIAL INFORMATION

ITEM 1.              FINANCIAL
  STATEMENTS.

The accompanying unaudited financial statements have been
  prepared in accordance with the instructions to Form 10-QSB and Item 310(b)
  of Regulation S-B, and, therefore, do not include all information and footnotes
  necessary for a complete presentation of financial position, results of operations,
  cash flows, and stockholders' equity in conformity with accounting principles
  generally accepted in the United States of America. In the opinion of management,
  all adjustments considered necessary for a fair presentation of the results
  of operations and financial position have been included and all such adjustments
  are of a normal recurring nature. Operating results for the quarterly period
  ended June 30, 2005 are not necessarily indicative of the results that can be
  expected for the year ending March 31, 2006.

As used in this Quarterly Report, the terms "we", "us", "our",
  and “Digital Ecosystems” mean Digital Ecosystems Corp. unless otherwise
  indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless
  otherwise stated.

2

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DIGITAL ECOSYSTEMS CORP.(A Development Stage Company)

FIRST QUARTER FINANCIAL STATEMENTS

JUNE 30, 2005 
  (Unaudited)

F-1

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DIGITAL ECOSYSTEMS CORP.(A Development Stage Company)

BALANCE SHEETS

|                                                       |   | JUNE 30     |   |   | MARCH 31  |  
|------------------------------------------------------ | - | ----------- | - | - | --------- | -
|                                                       |   | 2005        |   |   | 2005      |  
|                                                       |   | (Unaudited) |   |   | (Audited) |  
|                                                       |   |             |   |   |           |  
|ASSETS                                                 |   |             |   |   |           |  
|                                                       |   |             |   |   |           |  
|Current                                                |   |             |   |   |           |  
|Cash                                                   | $ | 833         |   | $ | 4,014     |  
|                                                       |   |             |   |   |           |  
|LIABILITIES                                            |   |             |   |   |           |  
|                                                       |   |             |   |   |           |  
|Current                                                |   |             |   |   |           |  
|Accounts
      payable and accrued liabilities         | $ | 14,834      |   | $ | 26,932    |  
|Due
      to related party                             |   | 17,173      |   |   | 1,000     |  
|                                                       |   | 32,007      |   |   | 27,932    |  
|                                                       |   |             |   |   |           |  
|STOCKHOLDERS’ EQUITY                                   |   |             |   |   |           |  
|                                                       |   |             |   |   |           |  
|Capital Stock                                          |   |             |   |   |           |  
|Authorized:                                            |   |             |   |   |           |  
|100,000,000 common stock with a par value of $0.001    |   |             |   |   |           |  
|per share                                              |   |             |   |   |           |  
|100,000,000 preferred stock with a par value of $0.001 |   |             |   |   |           |  
|per share                                              |   |             |   |   |           |  
|                                                       |   |             |   |   |           |  
|Issued
      and outstanding                           |   |             |   |   |           |  
|9,120,000 common shares at June 30, 2005 and           |   |             |   |   |           |  
|March 31, 2005                                         |   | 9,120       |   |   | 9,120     |  
|                                                       |   |             |   |   |           |  
|Additional
      paid-in capital                       |   | 138,347     |   |   | 132,347   |  
|                                                       |   |             |   |   |           |  
|Deficit Accumulated During The Development Stage       |   | (178,641    | ) |   | (165,385  | )
|                                                       |   | (31,174     | ) |   | (23,918   | )
|                                                       |   |             |   |   |           |  
|                                                       | $ | 833         |   | $ | 4,014     |  

The accompanying notes are an integral part of these financial
  statements

F-2

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DIGITAL ECOSYSTEMS CORP.(A Development Stage Company)

STATEMENTS OF OPERATIONS(Unaudited)

|                                          |   |                    |   |   |           |   |   | CUMULATIVE   |  
|----------------------------------------- | - | ------------------ | - | - | --------- | - | - | ------------ | -
|                                          |   |                    |   |   |           |   |   | PERIOD FROM  |  
|                                          |   |                    |   |   |           |   |   | INCEPTION ON |  
|                                          |   |                    |   |   |           |   |   | FEBRUARY 21  |  
|                                          |   | THREE MONTHS ENDED |   |   | 2002 TO   |  
|                                          |   | JUNE 30            |   |   | JUNE 30   |  
|                                          |   | 2005               |   |   | 2004      |   |   | 2005         |  
|                                          |   |                    |   |   |           |   |   |              |  
|Revenue                                   | $ | -                  |   | $ | -         |   | $ | -            |  
|                                          |   |                    |   |   |           |   |   |              |  
|Expenses                                  |   |                    |   |   |           |   |   |              |  
|Consulting
      – Officers and directors |   | 6,000              |   |   | -         |   |   | 50,700       |  
|Consulting
      – Website development    |   | -                  |   |   | -         |   |   | 10,094       |  
|Consulting
      – Other                  |   | -                  |   |   | -         |   |   | 22,946       |  
|Office
      and miscellaneous            |   | 476                |   |   | 870       |   |   | 9,716        |  
|Professional
      fees                   |   | 6,625              |   |   | 1,134     |   |   | 84,230       |  
|Rent                                      |   | -                  |   |   | -         |   |   | 3,105        |  
|Telephone                                 |   | 124                |   |   | -         |   |   | 954          |  
|Foreign
      exchange                    |   | 31                 |   |   | -         |   |   | (3,784       | )
|Transfer
      agent                      |   | -                  |   |   | -         |   |   | 680          |  
|                                          |   |                    |   |   |           |   |   |              |  
|Net Loss For The Period                   | $ | (13,256            | ) | $ | (2,004    | ) | $ | (178,641     | )
|                                          |   |                    |   |   |           |   |   |              |  
|Net Loss Per Share–
      Basic           | $ | (0.00              | ) | $ | (0.00     | ) |   |              |  
|                                          |   |                    |   |   |           |   |   |              |  
|Weighted Average Number Of Shares         |   |                    |   |   |           |   |   |              |  
|Outstanding                               |   | 9,120,000          |   |   | 8,592,527 |   |   |              |  

The accompanying notes are an integral part of these financial
  statements

F-3

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DIGITAL ECOSYSTEMS CORP.(A Development Stage Company)

STATEMENTS OF CASH FLOWS(Unaudited)

|                                                    |   |                    |   |   |         |   |   | CUMULATIVE   |  
|--------------------------------------------------- | - | ------------------ | - | - | ------- | - | - | ------------ | -
|                                                    |   |                    |   |   |         |   |   | PERIOD FROM  |  
|                                                    |   |                    |   |   |         |   |   | INCEPTION ON |  
|                                                    |   |                    |   |   |         |   |   | FEBRUARY 21  |  
|                                                    |   | THREE MONTHS ENDED |   |   | 2002 TO |  
|                                                    |   | JUNE 30            |   |   | JUNE 30 |  
|                                                    |   | 2005               |   |   | 2004    |   |   | 2005         |  
|                                                    |   |                    |   |   |         |   |   |              |  
|Cash Flows From Development Activities              |   |                    |   |   |         |   |   |              |  
|Net
      loss for the period                       | $ | (13,256            | ) | $ | (2,004  | ) | $ | (178,641     | )
|                                                    |   |                    |   |   |         |   |   |              |  
|Adjustment To Reconcile Net Loss To Net Cash        |   |                    |   |   |         |   |   |              |  
|Used In Development
      Activities                |   |                    |   |   |         |   |   |              |  
|Decrease
      (Increase) in accounts receivable    |   | -                  |   |   | 1,134   |   |   | -            |  
|Increase in due to related party                    |   | 16,173             |   |   | -       |   |   | 17,173       |  
|Increase
      (Decrease) in accounts payable and   |   |                    |   |   |         |   |   |              |  
|accrued liabilities                                 |   | (12,098            | ) |   | (2,339  | ) |   | 14,834       |  
|Non-cash
      services from officers and directors |   | 6,000              |   |   | -       |   |   | 50,700       |  
|                                                    |   | (3,181             | ) |   | (3,209  | ) |   | (95,934      | )
|Cash Flows From Financing Activity                  |   |                    |   |   |         |   |   |              |  
|Proceeds
      from issuance of common stock        |   | -                  |   |   | 37,569  |   |   | 96,767       |  
|                                                    |   |                    |   |   |         |   |   |              |  
|Net Increase (Decrease) In Cash                     |   | (3,181             | ) |   | 34,360  |   |   | 833          |  
|                                                    |   |                    |   |   |         |   |   |              |  
|Cash, Beginning Of Period                           |   | 4,014              |   |   | 21,983  |   |   | -            |  
|                                                    |   |                    |   |   |         |   |   |              |  
|Cash, End Of Period                                 | $ | 833                |   | $ | 56,343  |   | $ | 833          |  

The accompanying notes are an integral part of these financial
  statements

F-4

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DIGITAL ECOSYSTEMS CORP.(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

PERIOD FROM INCEPTION, FEBRUARY 21, 2002,
  TO JUNE 30, 2005(Unaudited)

|                        |           |  |   |        |  |   |            |  |   |               |   |   | DEFICIT     |   |   |          |  
|----------------------- | --------- |  | - | ------ |  | - | ---------- |  | - | ------------- | - | - | ----------- | - | - | -------- | -
|                        |           |  |   |        |  |   |            |  |   |               |   |   | ACCUMULATED |   |   |          |  
|                        | NUMBER    |  |   |        |  |   | ADDITIONAL |  |   | STOCK         |   |   | DURING THE  |   |   |          |  
|                        | OF        |  |   |        |  |   | PAID-IN    |  |   | SUBSCRIPTIONS |   |   | DEVELOPMENT |   |   |          |  
|                        | SHARES    |  |   | AMOUNT |  |   | CAPITAL    |  |   | RECEIVED      |   |   | STAGE       |   |   | TOTAL    |  
|                        |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|Common stock issued     |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|for cash at $0.001 per  |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|share                   | 1,500,000 |  | $ | 1,500  |  | $ | -          |  | $ | -             |   | $ | -           |   | $ | 1,500    |  
|Net loss for the period | -         |  |   | -      |  |   | -          |  |   | -             |   |   | (1,770      | ) |   | (1,770   | )
|                        |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|Balance, March 31, 2002 | 1,500,000 |  |   | 1,500  |  |   | -          |  |   | -             |   |   | (1,770      | ) |   | (270     | )
|                        |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|Common stock issued     |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|for cash at $0.001 per  |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|share                   | 5,000,000 |  |   | 5,000  |  |   | -          |  |   | -             |   |   | -           |   |   | 5,000    |  
|Cash received for stock |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|subscriptions           | -         |  |   | -      |  |   | -          |  |   | 31,200        |   |   | -           |   |   | 31,200   |  
|Non-cash services from  |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|officers and directors  | -         |  |   | -      |  |   | 9,900      |  |   | -             |   |   | -           |   |   | 9,900    |  
|Net loss for the year   | -         |  |   | -      |  |   | -          |  |   | -             |   |   | (20,484     | ) |   | (20,484  | )
|                        |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|Balance, March 31, 2003 | 6,500,000 |  |   | 6,500  |  |   | 9,900      |  |   | 31,200        |   |   | (22,254     | ) |   | 25,346   |  
|                        |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|Common stock issued     |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|for cash for various    |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|prices from $0.003 to   |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|$0.004 per share        | 1,620,000 |  |   | 1,620  |  |   | 51,078     |  |   | (31,200       | ) |   | -           |   |   | 21,498   |  
|Non-cash services from  |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|officers and directors  | -         |  |   | -      |  |   | 10,800     |  |   | -             |   |   | -           |   |   | 10,800   |  
|Net loss for the year   | -         |  |   | -      |  |   | -          |  |   | -             |   |   | (39,527     | ) |   | (39,527  | )
|                        |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|Balance, March 31, 2004 | 8,120,000 |  |   | 8,120  |  |   | 71,778     |  |   | -             |   |   | (61,781     | ) |   | 18,117   |  
|                        |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|Common stock issued     |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|for cash at $0.037569   | 1,000,000 |  |   | 1,000  |  |   | 36,569     |  |   | -             |   |   | -           |   |   | 37,569   |  
|Non-cash services from  |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|officers and directors  | -         |  |   | -      |  |   | 24,000     |  |   | -             |   |   | -           |   |   | 24,000   |  
|Net loss for the year   | -         |  |   | -      |  |   | -          |  |   | -             |   |   | (103,604    | ) |   | (103,604 | )
|                        |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|Balance, March 31, 2005 | 9,120,000 |  |   | 9,120  |  |   | 132,347    |  |   | -             |   |   | (165,385    | ) |   | (23,918  | )
|                        |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|Non-cash services from  |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|officers and directors  | -         |  |   | -      |  |   | 6,000      |  |   | -             |   |   | -           |   |   | 6,000    |  
|Net loss for the period | -         |  |   | -      |  |   | -          |  |   | -             |   |   | (13,256     | ) |   | (13,256  | )
|                        |           |  |   |        |  |   |            |  |   |               |   |   |             |   |   |          |  
|Balance, June 30, 2005  | 9,120,000 |  | $ | 9,120  |  | $ | 138,347    |  | $ | -             |   | $ | (178,641    | ) | $ | (31,174  | )

The accompanying notes are an integral part of these financial
  statements

F-5

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DIGITAL ECOSYSTEMS CORP.(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005(Unaudited)

|1. | ORGANIZATION AND BASIS OF PRESENTATION
|-- | --------------------------------------
|  
|   | a)                                    
|  
|   |                                       
|  
|   |                                       
|  
|   | b)                                    
|  
|   |                                       
|  
|   |                                       

F-6

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DIGITAL ECOSYSTEMS CORP.(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005(Unaudited)

|1. | ORGANIZATION AND BASIS OF PRESENTATION(Continued)                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | b)                                                                                                                                                                                                                                                                                                  
|  
|   |                                                                                                                                                                                                                                                                                                     
|  
|2. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                          
|  
|   | a)                                                                                                                                                                                                                                                                                                  
|  
|   |                                                                                                                                                                                                                                                                                                     
|  
|   | b)                                                                                                                                                                                                                                                                                                  
|  
|   |                                                                                                                                                                                                                                                                                                     
|  
|   |                                                                                                                                                                                                                                                                                                     
|  
|3. | CAPITAL STOCK                                                                                                                                                                                                                                                                                       
|  
|   | From inception on February 21, 2002 to
        March 31, 2002, the Company issued 1,500,000 common shares at $0.001
        per share in exchange for cash proceeds of $1,500.                                                                                                                      
|  
|   | During the year ended March 31, 2003,
        the Company issued 5,000,000 common shares at $0.001 per share, in
        exchange for cash proceeds of $5,000. It also received $31,200
        for stock subscriptions for shares issued the following year.                                       
|  
|   | During the year ended March 31, 2004,
        the Company issued 1,620,000 common shares in exchange for cash proceeds
        of $52,698 including the $31,200 received for share subscriptions
        in 2003. The shares were issued for various prices from $0.003 to
        $0.004 per share.
|  
|   | During the year ended March 31, 2005,
        the Company issued 1,000,000 common shares in exchange for cash proceeds
        of $37,569. Shares were issued at a price of $0.037569 per share.                                                                                                    

F-7

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ITEM 2.              MANAGEMENT'S
  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute
  "forward-looking statements". These statements, identified by words such as
  “plan”, "anticipate," "believe," "estimate," "should," "expect"
  and similar expressions include our expectations and objectives regarding our
  future financial position, operating results and business strategy. These statements
  reflect the current views of management with respect to future events and are
  subject to risks, uncertainties and other factors that may cause our actual
  results, performance or achievements, or industry results, to be materially
  different from those described in the forward-looking statements. Such risks
  and uncertainties include those set forth under the caption "Management's Discussion
  and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We
  do not intend to update the forward-looking information to reflect actual results
  or changes in the factors affecting such forward-looking information. We advise
  you to carefully review the reports and documents we file from time to time
  with the Securities and Exchange Commission (“SEC”), particularly
  our Annual Reports on Form 10-KSB and our Current Reports on Form 8-K.

INTRODUCTION

We are a development stage company in the business of developing
  and operating an internet based drinking water information and order service
  (the “Water Business”) at our website “www.digitalecosystems.com”
  (the “Website”). The Website is focused on providing consumers with
  current and comprehensive sources of bottled and bulk water, water information
  and water treatment options delivered through a website that aggregates and
  affiliates with national/regional, state-provincial, and large municipal bottled
  water companies and equipment manufacturers. Our plan of operation is to develop
  a comprehensive one-stop-shop source of water and water information and to become
  established as a significant industry distributor. We conduct our business through
  agreements with consultants and arms-length third parties.

Our Water Business is intended to initially serve customers
  through a website that directs regional sales to the local area affiliate and
  coordinates sales and distribution. We intend to aggregate contacts in the water
  industry to provide the most comprehensive catalog of water products and bring
  them to communities in North America with plans to expand globally. The products
  we intend to offer cover a range from:

| | (a) | Bottled water applications;                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------
| | (b) | Information and reports on the water industry; and                                                         
| | (c) | A community based website whereby people can educate
        themselves about water and the water industry.

Our objective is to provide the consumer and researcher with
  current information about bottled water. By offering a comprehensive one-stop-shop
  source of water and water information, we hope to become established as a significant
  industry distributor. The opportunity exists now because the convergence of
  widespread consumer access to the internet and inexpensive and robust web technology
  has made it feasible to offer information at low cost.

Our business plan is to use the Website to earn revenues from
  the following sources:

| | (a) | Reselling – private label reselling agreements;                                       
| | --- | --------------------------------------------------------------------------------------
| | (b) | Establishing additional affiliations to capture
        advertising revenue; and      
| | (c) | Sale of products and all e-commerce transactions
        originating from the Website.

3

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We have not earned any revenues to date. We plan to use the
  Website to earn revenues from advertising, sales of products and all e-commerce
  transactions originating from the Website. We do not anticipate earning revenues
  until such time as we complete the marketing, promotion and development of the
  Website. We estimate that we will be required to spend an additional $20,000
  to complete development and marketing of the Website over the next twelve months.
  We are presently in the development stage of our business and we can provide
  no assurance that we will be able to generate revenues from sales commissions
  and advertising or that the revenues generated will exceed the operating costs
  of the Water Business.

PLAN OF OPERATION

We presently do not have sufficient cash on hand to fund our
  proposed expenditures for the next twelve months, and will require additional
  financing to pursue our stated plan of operations. As a result, we have not
  made any significant progress in pursuing our plan of operation since the completion
  of our fiscal year ended March 31, 2005.

We anticipate that we will spend approximately $50,000
  over the next twelve months in pursuing our business plan and conducting our
  operations. Of this amount, we expect to spend approximately $30,000 on
  developing and marketing our Website. In addition, we expect to spend approximately
  $15,000 on general, legal, accounting and administrative expenses associated
  with becoming a reporting issuer under the Securities Exchange Act of 1934 (the
  “Exchange Act”), and $5,000 on general office expenses.

The table below highlights our milestones and objectives for
  developing and marketing our Website over the next twelve months:

|Milestones and Objectives                                                                                                                 | Anticipated Costs | Time Frame   
|----------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | -------------
|1.   Complete web site development,
      hosting, working capital                                                                        | $5,000            | 1 month      
|2.   Complete beta testing of
      web site                                                                                              | $5,000            | 1 month      
|3.   Registering vendors/vendees
      – contacting and signing up related parties                                                        | $1,000            | 4 - 6 months 
|4.   Building an experienced advisory
      board – recruiting key, seasoned personnel                                                    | $2,000            | 6- 8 months  
|5.   Developing key industry relationships
      – building out web portal with related industry groups                                   | $1,000            | 9 – 12 months
|6.   Build relationships with
      key players in industry – attend trade shows, join industry organizations                             | $2,000            | 9 – 12 months
|7.   Develop private water label
      distribution – secure relationship with water supplier, label supplier,
      expand sales mission | $2,000            | 4 - 6 months 
|8.   Implement marketing and advertising
      campaign                                                                                   | $12,000           | 9 – 12 months
|TOTAL                                                                                                                                     | $30,000           | -            

4

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Our Website is presently operational. To date, we have expended
  a total of $58,995 on developing our Website. Once we have completed our
  twelve month plan for developing and marketing our Website as described above,
  depending on the success of our initial marketing efforts, we estimate that
  we will require a further $50,000 to implement an advertising campaign to
  establish and enhance connections with potential candidates for supply agreements
  or representation agreements.

Our actual expenditures and business plan may differ from
  the one stated above. Our Board of Directors may decide not to pursue this plan.
  In addition, we may modify the plan based on available financing.

As of June 30, 2005, the date of our most recently available
  financial statements, we had cash in the amount of $833. Our total expenditures
  over the next twelve months are anticipated to be approximately $50,000.
  We presently do not have sufficient cash on hand to fund our proposed expenditures
  for the next twelve months, and will require additional financing to pursue
  our stated plan of operation. Further marketing and development work on our
  Website, also will require additional funding in the event that our current
  cash on hand is insufficient for any additional work proposed. We anticipate
  that additional funding will be in the form of equity financing from the sale
  of our common stock. However, we cannot provide investors with any assurance
  that we will be able to raise sufficient funding from the sale of our common
  stock to fund additional expenditures. The risky nature of this enterprise and
  lack of tangible assets places debt financing beyond the credit-worthiness required
  by most banks or typical investors of corporate debt until such time as we generate
  revenues from our Website operations. We do not have any arrangements in place
  for any future equity financing.

LIQUIDITY AND FINANCIAL CONDITION

|Working Capital           |                  |                   |                      
|------------------------- | ---------------- | ----------------- | ---------------------
|                          |                  |                   | Percentage           
|                          | At June 30, 2005 | At March 31, 2005 | Increase / (Decrease)
|Current Assets            | $833             | $4,014            | (79.2)%              
|Current Liabilities       | $32,007          | $27,932           | 14.59%               
|Working Capital (Deficit) | $31,174          | $23,918           | 30.34%               

|Cash Flows                                       |                            |         
|------------------------------------------------ | -------------------------- | --------
|                                                 | Three Months Ended June 30
|                                                 | 2005                       | 2004    
|Cash Flows From (used in) Development Activities | $(3,181)                   | $(3,209)
|Cash Flows From (used in) Financing Activities   | -                          | $37,569 
|Net Increase (Decrease) in Cash During Period    | $(3,181)                   | $34,360 

We presently do not have sufficient cash on hand to fund the
  $50,000 we anticipate spending over the next twelve months to pursue our
  plan of operation. In addition, once we have completed our twelve month plan
  for developing and marketing our Website, depending on the success of our initial
  marketing efforts, we estimate that we will require an additional $50,000
  to implement an

5

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advertising campaign to establish and enhance connections
  with potential candidates for supply agreements or representation agreements.

From inception to June 30, 2005, we have suffered cumulative
  losses in the amount of $178,641. We expect to continue to incur substantial
  losses as we continue the development of our business. Since our inception,
  we have funded operations through common stock issuances, related party loans,
  and the support of creditors in order to meet our strategic objectives. Our
  management believes that sufficient funding will be available to meet our business
  objectives and working capital needs and are currently evaluating several financing
  options. However, there can be no assurance that we will be able to obtain sufficient
  funds to continue the development of and, if successful, to earn revenues from
  the operation of, our Website. As a result of the foregoing, our independent
  auditors believe there exists a substantial doubt about our ability to continue
  as a going concern.

We anticipate continuing to rely on equity sales of our common
  stock in order to continue to fund our business operations. Issuances of additional
  shares will result in dilution to our existing stockholders. There is no assurance
  that we will achieve any of additional sales of our equity securities or arrange
  for debt or other financing for to fund our planned business activities.

RISKS AND UNCERTAINTIES

An investment in our common stock involves a high degree of
  risk. You should carefully consider the risks described below and the other
  information in this prospectus before investing in our common stock. If any
  of the following risks occur, our business, operating results and financial
  condition could be seriously harmed. The trading price of our common stock,
  when and if we trade at a later date, could decline due to any of these risks,
  and you may lose all or part of your investment.

We Have Yet To Attain Profitable Operations And Because
  We Will Need Additional Financing To Fund The Development Of Our Website, Our
  Accountants Believe There Is Substantial Doubt About Our Ability To Continue
  As A Going Concern

We have incurred a net loss of $178,641 for the period
  from inception to June 30, 2005, and have earned no revenues to date. Our future
  is dependent upon future profitable operations from the development of our Website.
  These factors raise substantial doubt that we will be able to continue as a
  going concern. We have cash in the amount of $833 as of June 30, 2005. Our
  total expenditures over the next twelve months are anticipated to be approximately
  $50,000, the majority of which is due to the development and marketing of
  our Website and general, legal, accounting and administrative expenses associated
  with this offering and as a result of our becoming a reporting issuer under
  the Exchange Act. We presently do not have sufficient cash on hand to fund our
  proposed expenditures for the next twelve months and will require additional
  financing. Further marketing and development work on our Website will also require
  additional funding in the event that our cash on hand is insufficient for any
  additional work proposed.

Our financial statements included with this Quarterly Report
  have been prepared assuming that we will continue as a going concern. If we
  are not able to earn revenues, then we may not be able to continue as a going
  concern and our financial condition and business prospects will be adversely
  affected. These factors raise substantial doubt that we will be able to continue
  as a going concern and adversely affect our ability to obtain additional financing.

6

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Our Short Operating History Makes our Business Difficult
  To Evaluate, Accordingly, We Have A Limited Operating History Upon Which To
  Base An Evaluation Of Our Business And Prospects

Our business is in the early stage of development and we have
  not generated any revenues or profit to date. Additional development and marketing
  of our Water Business is necessary prior to our achieving revenues or profitability.
  We estimate that we will expend $30,000 over the next twelve months on the
  development and marketing of our Website. Our Website is intended to be marketed
  through various techniques including: search engine placement, opt-in newsletters,
  links, cross branding and banner ads. Supplier candidates are expected to be
  identified for each geographic region we have targeted. Depending on the success
  of our initial marketing efforts, we estimate that we will require a further
  $50,000 to implement an advertising campaign to establish and enhance connections
  with potential candidates for supply agreements or representation agreements.
  Candidates for supply or representation agreements are expected to be bottled
  water companies. Alliances are expected to be formed with local companies in
  the bottled industry in each area. A similar process is intended to be followed
  in each region as we expand.

We have a limited operating history upon which to base an
  evaluation of our business and prospects. Our business and prospects must be
  considered in light of the risks, expenses and difficulties frequently encountered
  by companies in their early stage of development, particularly companies in
  new and rapidly evolving markets such as electronic commerce. These risks include:
  the initial completion of a developed product, the demand for the company’s
  product, the company’s ability to adapt to rapid technological change,
  the level of product and price competition, the company’s success in setting
  up and expanding distribution channels and whether the company can develop and
  market new products and control costs.

To address these risks, we must successfully implement our
  business plan and marketing strategies. We may not successfully implement all
  or any of our business strategies or successfully address the risks and uncertainties
  that we encounter.

We Have No Revenues, Accordingly, There Is No Assurance
  That We Will Be Able To Generate Revenues From Sales Commissions And Advertising
  Or That The Revenues Generated Will Exceed The Operating Costs Of Our Business

Our business and marketing strategy contemplates that we will
  earn a substantial portion of our revenues from sales commissions and advertising.
  We have no history of earning revenues and there is no assurance that we will
  be able to generate revenues from sales commissions and advertising or that
  the revenues generated will exceed the operating costs of our business. Customers
  may not accept our Website as an acceptable source of water supply services.

Operating Results Are Difficult To Predict, With The Result
  That We May Not Achieve Profitability And Our Business May Fail

Our future financial results are uncertain due to a number
  of factors, many of which are outside our control. These factors include:

|• | Our ability to successfully market our
        Website and the Water Business;                                  
|- | ----------------------------------------------------------------------------------------------------------------
|  |                                                                                                                 
|• | Our ability to generate revenue through
        the Website and the Water Business;                             
|  |                                                                                                                 
|• | The timing, cost and availability of
        services on Websites comparable to ours and other non-web services;

7

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|• | The amount and timing of costs relating
        to expansion of our operations;                              
|- | -------------------------------------------------------------------------------------------------------------
|  |                                                                                                              
|• | The announcement or introduction of competing
        websites and products of competitors; and              
|  |                                                                                                              
|• | General economic conditions and economic
        conditions specific to the internet and electronic commerce.

These factors could negatively impact on our financial results,
  with the result that we may not achieve profitability and our business may fail.

We Will Require Additional Financing And May Not Be Able
  To Continue Operations If Additional Financing Is Not Obtained

As of June 30, 2005, we had cash in the amount of $833.
  Our total expenditures over the next twelve months are anticipated to be approximately
  $50,000, the majority of which is due to the development and marketing of
  our Website and general, legal, accounting and administrative expenses associated
  with our becoming a reporting issuer under the Exchange Act. Depending on the
  success of our initial marketing efforts, we estimate that we will require a
  further $50,000 to implement an advertising campaign to establish and enhance
  connections with potential candidates for supply agreements or representation
  agreements.

Further marketing and development work on our Website will
  require additional funding in the event that our current cash on hand is insufficient
  for any additional work proposed. After the twelve month period, we will require
  additional financing for any operational expenses and to pursue our plan of
  operation. We have no agreements for additional financing and there can be no
  assurance that additional funding will be available to us on acceptable terms
  in order to enable us to complete our plan of operation.

Recognition Of The Website Is Essential To Growth Of The
  Water Business, If We Are Unsuccessful In Building Strong Recognition Of The
  Website, Then We May Not Be Able To Achieve Revenues

We believe that the successful marketing, development and
  promotion of the Website is critical to our success in attracting customers.
  Furthermore, we believe that the importance of customer awareness will increase
  as low barriers to entry encourage the proliferation of websites. If we are
  unsuccessful in building strong recognition of the Website, then we may not
  be able to achieve revenues.

We estimate that we will expend $30,000 over the next
  twelve months on the development and marketing of our Website. Our Website is
  intended to be marketed through various techniques including: search engine
  placement, opt-in newsletters, links, cross branding and banner ads. Supplier
  candidates are expected to be identified for each geographic region we have
  targeted. Depending on the success of our initial marketing efforts, we estimate
  that we will require a further $50,000 to implement an advertising campaign
  to establish and enhance connections with potential candidates for supply agreements
  or representation agreements. Candidates for supply or representation agreements
  are expected to be bottled water companies. Alliances are intended to be formed
  with local companies in the bottled industry in each area. A similar process
  is intended to be followed in each region as we expand.

The marketing and promotion efforts contemplated by us may
  not be successful in creating business awareness of the Website or in enabling
  us to achieve revenues.

8

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We Will Rely On Our Internet Service Provider For The Operation
  Of Our Business, If The Quality Of Products And Services Provided By Our Internet
  Service Provider Falls Below A Satisfactory Standard, Our Business Could Be
  Harmed

Our current state of technology involves utilizing commercially
  available licensed technology to operate our web portal, through Kekko Enterprises
  Inc., the host and monitor of our Website and our internet service provider.
  The hosting is run through a server called Hayasa Networks at www.hayasa.com.
  The server is co-located in Kelowna, British Columbia and connected to large
  local providers including SHAW BigPipe, TELUS Business Internet services and
  other smaller local providers in the area.

We depend on our internet service provider for the following:

| | • | we do not own a gateway onto the internet,
        but instead rely on an internet service provider to connect the Website
        to the internet; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                        
| | • | the Website depends on operating system,
        database, and server software that has been developed, produced by third
        parties.             

We are not substantially dependent on any third party. We
  have no formal agreements with our internet service provider and do not anticipate
  any difficulty in locating another internet service provider in the event we
  experience any disruption in service. However, if we are unable to locate another
  internet service provider within a sufficient amount of time, or if the quality
  of products and services provided by such third parties falls below a satisfactory
  standard, our business could be harmed. A disruption in service, whether due
  to internal technical or external factors, could result in customer dissatisfaction
  and loss of credibility. Also, our loss of or inability to maintain or obtain
  upgrades to certain licensed technology could result in delays in developing
  our systems until equivalent technology could be identified or developed, and
  integrated.

We Depend On Recruiting And Retaining Qualified Personnel
  And The Inability To Do So Would Seriously Harm Our Business

Our success is dependent in part on the services of certain
  key management personnel, including Valentina Tuss, our President, and Geoffrey
  Last, our Secretary and Treasurer. We presently do not have any formal or written
  agreements with our key management personnel or any third parties providing
  services to us. The experience of these individuals is an important factor contributing
  to our success and growth and the loss of one or more of these individuals could
  have a material adverse effect on our company. Our future success also depends
  on our attracting, retaining and motivating highly skilled personnel and we
  may be unable to retain our key personnel or attract, assimilate or retain other
  highly qualified personnel in the future.

We may also experience difficulty in hiring and retaining
  highly skilled consultants with appropriate qualifications. Because of the technical
  nature of our products and services and the market in which we compete, our
  success depends on the continued services of our current executive officers
  and our ability to attract and retain qualified personnel in the information
  technology industry. Competition for qualified personnel in the information
  technology industry is intense. Even if we invest significant resources to recruit,
  train and retain qualified personnel, we may not be successful in our efforts.

9

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Because Our President And Our Secretary And Treasurer Have
  Only Agreed To Provide Their Services On A Part-Time Basis, They May Not Be
  Able Or Willing To Devote A Sufficient Amount Of Time To Our Business Operations,
  Causing Our Business To Fail

Our directors and officers are employed on a full time basis
  by other companies. Because we are in the early stages of our business, Ms.
  Tuss, our president, and Mr. Last, our secretary and treasurer, are not expected
  to spend a significant amount of time on our business. Ms. Tuss and Mr. Last
  each expect to expend approximately 8-10 hours per week on our business. Competing
  demands on their time may lead to a divergence between their interests and the
  interests of other shareholders.

A Disruption In Our Hosting Services, Whether Due To Internal
  Technical Or External Factors, Could Result In Customer Dissatisfaction And
  Loss Of Credibility

Substantially all of our communications software and hardware
  and computer hardware is expected to be hosted at a remote facility in Vancouver,
  British Columbia. The host’s systems are vulnerable to damage from earthquake,
  fire, floods, power loss, telecommunications failures, break-ins and similar
  events. Despite the host’s implementation of network security measures,
  its servers may also be vulnerable to computer viruses, physical or electronic
  break-ins, attempts by third parties deliberately to exceed the capacity of
  the hosts’ systems and similar disruptive problems. A disruption in service,
  whether due to internal technical or external factors, could result in customer
  dissatisfaction and loss of credibility. We do not have property and business
  interruption insurance to compensate for losses that may occur resulting from
  such problems.

We May Not Be Able To Protect Our Proprietary Rights, And
  Our Inability Or Failure To Do So Could Result In Loss Of Competitive And Commercial
  Advantages That We Hold

Our performance and ability to compete are dependent to a
  significant degree on our ability to protect and enforce our intellectual property
  rights. Presently our intellectual property consists of our domain name www.digitalecosystems.com and our trade name “Digital
  Ecosystems”.

We may not be able to protect our proprietary rights, and
  our inability or failure to do so could result in loss of competitive and commercial
  advantages that we hold. Additionally, we may choose to litigate to protect
  our intellectual property rights, which could result in a significant cost of
  resources and money. We cannot assure success in any such litigation that we
  might undertake.

Because We Are Significantly Smaller And Less Established
  Than A Majority Of Our Competitors, We May Lack The Financial Resources Necessary
  To Compete Effectively And Sustain Profitability

We operate in competitive, fragmented industries and
  compete for clients with a variety of larger and smaller companies that offer
  similar products and services. Many of these competitors are more established,
  offer more products, services and features, have a greater number of clients,
  locations, and employees, and also have significantly greater financial, technical,
  marketing, public relations, name recognition, and other resources than we have.
  While our objective is to continue to develop our Website, we currently or potentially
  compete with a variety of competitors involved in providing services via the
  internet. These competitors include:

http://www.culligan.com 
  http://www.pentawater.com 
  http://www.waternet.com

10

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http://www.lakotawater.com 
  http://www.purewaterinc.com 
  http://www.bottledwaterweb.com 
  http://www.allwater.com

There are a number of web based water sites that offer similar
  content and services to us. They are, however, usually concerned with either
  contextual education such as current events related to the water industry, and
  or they sell only one particular product. We intend to aggregate a considerable
  line of products both in the bottled water sector and in the preparation of
  clean water with filters, reverse osmosis or desalination products.

Increased competition may result in the reduction in advertising
  fees, the reduction of use of the Website and the inability of our company to
  generate acceptance of the Website. Each of these factors would likely result
  in increased operating costs and the inability to generate revenues, any one
  of which could materially adversely affect our business, results of operations
  and financial condition. Many of our current and potential competitors have
  significantly greater financial, marketing, customer support, technical and
  other resources than us. As a result, such competitors may be able to attract
  potential users away from the Website, and they may be able to respond more
  quickly to changes in customer preferences or to devote greater resources to
  the development and promotion of their websites than we can.

If A Market For Our Common Stock Does Not Develop, Stockholders
  May Be Unable To Sell Their Shares

There is currently no market for our common stock and a market
  may never develop. We currently plan to apply for listing of our common stock
  on the OTC Bulletin Board upon the effectiveness of the registration statement
  of which this prospectus forms a part. However, our shares may never be traded
  on the bulletin board or, if traded, a public market may never materialize.
  If our common stock is not traded on the bulletin board or if a public market
  for our common stock does not develop, investors may not be able to re-sell
  the shares of our common stock that they have purchased and may lose all of
  their investment.

If A Market For Our Common Stock Develops, Our Stock Price
  May Be Volatile

There is no market for our common stock and there is no assurance
  that a market will develop. If a market develops, we anticipate that the market
  price of our common stock will be subject to wide fluctuations in response to
  several factors, such as:

| | • | actual or anticipated variations in our
        results of operations; 
| | - | -----------------------------------------------------------------------
| |   |                                                                        
| | • | our ability or inability to generate
        revenues;                 
| |   |                                                                        
| | • | increased competition; and                                             
| |   |                                                                        
| | • | conditions and trends in the internet
        and financial industries.

Further, we anticipate that our common stock may be traded
  on the OTC Bulletin Board. Companies traded on the OTC Bulletin Board have traditionally
  experienced extreme price and volume fluctuations. There is no assurance that
  our common stock will be traded on the OTC Bulletin Board. If our common stock
  is traded, our stock price may be adversely impacted by factors that are unrelated
  or disproportionate to our operating performance. These market fluctuations,
  as well as general economic, political and market conditions, such as recessions,

11

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interest rates or international currency fluctuations may
  adversely affect the market price of our common stock.

Because Our Stock Is A Penny Stock, Stockholders Will Be
  More Limited In Their Ability To Sell Their Stock

The shares of our common stock constitute “penny stocks”
  under the Exchange Act. The shares will remain classified as a penny stock for
  the foreseeable future. The classification as a penny stock makes it more difficult
  for a broker/dealer to sell the stock into a secondary market, which makes it
  more difficult for a purchaser to liquidate his or her investment. Any broker/dealer
  engaged by the purchaser for the purpose of selling his or her shares will be
  subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than having
  to comply with these rules, some broker-dealers will refuse to attempt to sell
  a penny stock.

The "penny stock" rules adopted by the SEC under the Exchange
  Act subjects the sale of the shares of our common stock to certain regulations
  which impose sales practice requirements on broker/dealers. For example, brokers/dealers
  selling such securities must, prior to effecting the transaction, provide their
  customers with a document that discloses the risks of investing in such securities.
  Included in this document are the following:

| | (i)   | the bid and offer price quotes in and for the "penny
        stock", and the number of shares to which the quoted prices apply;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  | the brokerage firm's compensation for the trade;
        and                                                                   
|
| | (iii) | the compensation received by the brokerage firm's
        sales person for the trade.                                          

In addition, the brokerage firm must send the investor:

| | (i)  | a monthly account statement that gives an estimate
        of the value of each "penny stock" in the investor's account; and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------
|
| | (ii) | a written statement of the investor's financial
        situation and investment goals.                                     

Legal remedies, which may be available to you as an investor in "penny stocks", are as follows:

| | (i)   | if "penny stock" is sold to you in violation of
        your rights listed above, or other federal or states securities laws,
        you may be able to cancel your purchase and get your money back.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  | if the stocks are sold in a fraudulent manner, you
        may be able to sue the persons and firms that caused the fraud for damages.                                                                
|
| | (iii) | if you have signed an arbitration agreement, however,
        you may have to pursue your claim through arbitration.                                                                                  

If the person purchasing the securities is someone other than
  an accredited investor or an established customer of the broker/dealer, the
  broker/dealer must also approve the potential customer's account by obtaining
  information concerning the customer's financial situation, investment experience
  and investment objectives. The broker/dealer must also make a determination
  whether the transaction is suitable for the customer and whether the customer
  has sufficient knowledge and experience in financial matters to be reasonably
  expected to be capable

12

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of evaluating the risk of transactions in such securities.
  Accordingly, the SEC's rules may limit the number of potential purchasers of
  the shares of our common stock.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that
  have or are reasonably likely to have a current or future effect on our financial
  condition, changes in financial condition, revenues or expenses, results of
  operations, liquidity, capital expenditures or capital resources.

ITEM 3.              CONTROLS
  AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our management
  carried out an evaluation, under the supervision and with the participation
  of our principal executive officer and principal financial officer, of the effectiveness
  of the design and operation of our disclosure controls and procedures (as defined
  in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation,
  our principal executive officer and principal financial officer have concluded
  that our disclosure controls and procedures are, as of the date covered by this
  Quarterly Report, effective to ensure that the information required to be disclosed
  by us in the reports that we file or submit under the Exchange Act is recorded,
  processed, summarized and reported within the time periods specified in the
  SEC rules and forms.

Changes In Internal Controls Over Financial Reporting

In connection with the evaluation of our internal controls
  during our last fiscal quarter, our principal executive officer and principal
  financial officer have determined that there have been no changes to our internal
  controls over financial reporting that has materially affected, or is reasonably
  likely to materially affect, our internal controls over financial reporting.

13

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PART II - OTHER INFORMATION

ITEM 1.              LEGAL
  PROCEEDINGS.

None.

ITEM 2.              UNREGISTERED
  SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.              DEFAULTS
  UPON SENIOR SECURITIES.

None.

ITEM 4.              SUBMISSION
  OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.              OTHER
  INFORMATION.

None.

14

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ITEM 6.              EXHIBITS.

|Exhibit |  |                                                                                                                                                                       
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibits                                                                                                                                               
|        |  |                                                                                                                                                                       
|3.1     |  | Articles of Incorporation.(1)                                                                                                                                         
|3.2     |  | Bylaws, as amended.(1)                                                                                                                                                
|4.1     |  | Form of Share Certificate.(1)                                                                                                                                         
|14.1    |  | Code of Ethics.(2)                                                                                                                                                    
|31.1    |  | Certification
        of Principal Executive Officer pursuant to Section 302 of the Sarbanes-
        Oxley Act of 2002.                                              
|31.2    |  | Certification
        of Principal Financial Officer pursuant to Section 302 of the Sarbanes-
        Oxley Act of 2002.                                              
|32.1    |  | Certification
        of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.1    |  | Certification
        of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

|(1) | Filed with the SEC as an exhibit to our registration
        statement on Form SB-2 originally filed on September 16, 2004, as amended.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------
|(2) | Filed with the SEC as an exhibit to our Annual Report
        on Form 10-KSB filed on July 13, 2005.                                   

15

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

|      |                 |     | DIGITAL ECOSYSTEMS CORP.                        
|----- | --------------- | --- | ------------------------------------------------
|      |                 |     |                                                 
|      |                 |     |                                                 
|      |                 | By: | /s/ Valentina Tuss                              
|Date: | August 19, 2005 |     | VALENTINA TUSS                                  
|      |                 |     | President and Chief Executive Officer           
|      |                 |     | Director                                        
|      |                 |     | (Principal Executive Officer)                   
|      |                 |     |                                                 
|      |                 |     |                                                 
|      |                 |     |                                                 
|      |                 | By: | /s/ Geoffrey O. Last                            
|Date: | August 19, 2005 |     | GEOFFREY O. LAST                                
|      |                 |     | Secretary, Treasurer and Chief Financial Officer
|      |                 |     | Director                                        
|      |                 |     | (Principal Accounting Officer)                  

---