UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           FORM 10-KSB

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the fiscal year ended MARCH 31, 2006

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
        AND EXCHANGE ACT OF 1934

        Commission file number: 000-50547

                        JAVA EXPRESS, INC.
  ______________________________________________________________
          (Name of Small Business Issuer in its Charter)

                 Nevada                            88-0515333
  ______________________________________________________________
         (State or jurisdiction                (I.R.S. Employer
          of incorporation)                     Identification No.)

                     5017 Wild Buffalo Avenue
                       Las Vegas, NV 89131
  ______________________________________________________________
           (Address number principal executive offices)

                          (702) 839-1098
  ______________________________________________________________
                   (Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act:   None
Securities registered pursuant to Section 12(g) of the Act:   Common Stock

Check whether the issuer is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.   Yes [X]  No [ ]

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

Check if disclosure of delinquent filers in response to item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
registrant'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. [ ]

State issuer's revenue for its most recent fiscal year: $ 123,650

A market value of the voting stock held by non-affiliates cannot be determined
because the registrant does not have an active trading market.

As of July 1, 2006 the registrant had 5,701,000 shares of common stock
outstanding.

Documents incorporated by reference: None

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


<PAGE>


                        TABLE OF CONTENTS

                              PART I

Item 1.  Description of Business............................................3
Item 2.  Description of Property............................................7
Item 3.  Legal Proceedings..................................................7
Item 4.  Submission of Matters to a Vote of Security Holders................7

                             PART II

Item 5.  Market for Common Equity, Related Stockholder Matters and
         Issuer Purchase of Securities......................................7
Item 6.  Management's Discussion and Analysis or Plan of Operation..........8
Item 7.  Financial Statements..............................................13
Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure..........................................32
Item 8A. Controls and Procedures...........................................32
Item 8B. Other Information.................................................32

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act.................32
Item 10. Executive Compensation............................................34
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters...................................35
Item 12. Certain Relationships and Related Transactions....................37
Item 13. Exhibits..........................................................40
Item 14. Principal Accountant Fees and Services............................40
Signatures.................................................................42



                    FORWARD LOOKING STATEMENTS

In this annual report references to "Java Express," "Java," "we," "us," and
"our" refer to Java Express, Inc.

This annual report contains certain forward-looking statements and for this
purpose any statements contained in this annual report that are not statements
of historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Java's control.  These factors include but are not limited to economic
conditions generally and in the markets in which Java Express may participate,
competition within Java's chosen industry, technological advances and failure
by Java Express on to successfully develop business relationships.


                               -2-

<PAGE>
                              PART I

ITEM 1: DESCRIPTION OF BUSINESS

Business Development
--------------------

Java Express, Inc. was incorporated on December 14, 2001 under the laws of the
State of Nevada for the purpose of selling coffee and other related items to
the general public from retail coffee shop locations.

From April through July of 2003, we conducted a limited offering in the State
of Nevada pursuant to the exemption provided for under Section 3(b),
Regulation D, Rule 504 of the Securities Act of 1933, as amended and in
accordance with the Nevada Revised Statutes. We raised $79,000 for the purpose
of pursuing our coffee kiosk business. On January 12, 2004, Java Express filed
a registration statement on Form 10-SB on a voluntary basis in order to become
subject to the reporting requirements of Section 13 of the Securities and
Exchange Act of 1934, as amended.

Java was unsuccessful in establishing retail coffee shop locations and on
September 29, 2004 acquired 100% ownership in K-Com Business Coaching Corp., a
Utah Corporation ("K-Com")and began developing K-Com's existing business
coaching operations. On January 30, 2006, we dissolved K-Com and all its
assets and liabilities were absorbed by Java Express.

Our Business
------------

We offer business consulting and coaching services to small businesses which
includes:
     .  writing business plans
     .  bookkeeping services
     .  on-going consulting and coaching services such as
              -  building and increasing organizational effectiveness
              -  developing and implementing marketing ideas
              -  long and short term strategic planning

We primarily market our services in Nevada, Utah, and Southern California.

      Our product/service
      -------------------

We provide our business consulting and coaching to small business; our service
is both "in-depth" and  customized to the individual needs of our clients.  We
focus mainly on three areas: (1) writing business plans; (2) ongoing
consulting services which include building and increasing organizational
effectiveness, developing and implementing marketing ideas, and strategic
planning, and (3) bookkeeping services. With each client, we try to target key
areas that are common problem areas for most small businesses related to
business development. Clients are led through a thorough process that gives
the management team an opportunity to not only describe what is currently done
within the company, but it also describes the company's mission and focus both
now and for the future.  In addition, because we cater to smaller businesses,
we are able to provide in-depth, customized services in this process. A more
specific breakdown of our services includes:

                               -2-

<PAGE>


      (1)  Business Plan Writing  - We offer small companies specially
tailored, professionally written business development plans. We provide
guidance and suggestions to businesses thereby allowing their management team
to focus on the goals of the particular business, both present and future.
Through the process of developing a business plan, we assist our clients in
evaluating their options and in choosing a course of action. We also help our
clients in implementing their business plan. A well-written business plan is
essential for the following reasons:

      o    it helps clients clarify, focus and research their business
           development and prospects;
      o    it provides a considered and logical three-to-five year framework
           to develop and pursue business strategies; and
      o    it offers a benchmark against which actual performance can be
           measured and evaluated.

      Since each business is unique, we must provide a tailored business plan
to achieve desired results. Through our structured, business plan strength and
weakness analysis we can give a business valuable focus. We begin most
business plans with a conservative, time-tested structure, then customize the
final product to suit the individual client's business and goals. We strive
to make each business plan a realistic account of the expectations and long-
term objectives of the particular client, whether the client is an established
business or a new venture.

      (2)  Consulting and Coaching Services  -  We also provide ongoing
consulting services. Because the writing of a sound business plan is merely
the first step to achieving a company's goals, we try to facilitate and foster
the implementation of the ideas which are generated during the writing of the
business plan. We provide our clients with an "outside view" of their
operations. This perspective provides them with an unbiased opinion about
their business and how they can change existing structures to improve their
overall efficiency and bottom line.

      The following is a partial list of topics that we typically address upon
request:

      o    Relationship building and network development
      o    Multi-dimensional marketing issues
      o    Company expansion efforts
      o    Setting company goals
      o    Short and long term strategic planning

      (3) Bookkeeping services  -  We have also found that there are small
companies which do not want to be bothered with the responsibility of
maintaining their own books because they do not have the staff or the desire
to hire the staff to perform the work. We also offer our clients daily
accounting services, if needed through affiliate companies. This allows
professionals to concentrate on what they do best without worrying whether
they have made the correct accounting entries.

     Our market
     ----------

We primarily market our services to small businesses in Utah, Nevada and
California which we believe can benefit from our knowledge of the day-to-day
requirements of operating a business. We also believe there are not only
certain small business entrepreneurs looking for assistance in strategic

                               -4-

<PAGE>


planning but that financial institutions that fund small businesses are
looking for management that has conducted solid strategic planning as well as
businesses which know how to manage their resources. We believe a well-written
business plan demonstrates a company's ability to plan and implement a sound
growth strategy, paving the way for that business to raise the necessary funds
to grow and operate successfully.

We promote our services and attract businesses through client referrals and
small marketing campaigns which include:

     o    strategic alliances and relationship building with small law firms,
          accounting offices and business brokers;
     o    direct response print advertisements;
     o    advertising by banners, affiliated marketing and direct mail; and
     o    presence at industry trade shows.

     Distribution Methods
     --------------------

Our clients are serviced through telephone, internet and on-site.

     Competitive business conditions and our methods of competition
     ---------------------------------------------------------------

The market for business consulting services is highly competitive. Many of our
competitors have greater financial resources than we have enabling them to
finance acquisition and development opportunities, pay higher prices for the
same opportunities, or develop and support their own operations.  In addition,
these larger, more experienced firms can offer bundled, valued added or
additional services we do not provide. They also have greater name recognition
and often have the luxury of sacrificing profitability in order to capture a
greater portion of the market.

In order to be competitive we must offer a wide range of quality services at a
reasonable cost.  The constantly changing modern business environment demands
an evolving range of strategic and operating options for small businesses to
stay responsive and competitive. In response, in order for us to stay
competitive we believe we must be able to:
     .   formulate and implement new strategies and tactics for our clients;
     .   develop ancillary products and services;
     .   engage in effective target marketing programs; and
     .   effectively target our niche market of small and medium
         development companies

Our competitors mostly include accounting firms especially the larger,
nationally known firms such as Deloitte Touche and Tohmatsu, KPMG and
Accenture.  There are also small local firms which offer similar services
mostly in their local geographic areas; we do not compete directly with any
small local firms in the locales in which we currently render/market our
service.  Once we develop our web site, we will compete with many internet
based competitors.  Developing a web site may not help us to compete.

     Dependence on one or more major customers
     -----------------------------------------

We provide services for clients on a per job basis. Currently we have NO
clients.  In the past we have frequently relied on only one or two major


                               -5-

<PAGE>


clients and we were entirely dependent on that client. If we have only one
major client, the completion of a job for that client can impact our cash
flows, as it has now, if we have not secured additional and/or new clients.
We are dependent on management to actively market services and attract new
clients.

     Patents, trademarks, license, franchises, concessions, royalty agreements
     -------------------------------------------------------------------------

None.

     Need for government approval
     ----------------------------

There are no special federal, state or local laws regulating the proposed type
of general business retailing that we plan to engage in and there are no
special licenses or permits required other than a general business license.

     Effects of existing regulations
     -------------------------------

Other than maintaining the good standing of our corporation, complying with
applicable local business licensing requirements, preparing our periodic
reports under the Securities Exchange Act of 1934, as amended (the "1934
Act"), and complying with other applicable securities laws, rules and
regulations as set forth above, we do not believe that existing or probable
governmental regulations will have a material effect on our operations.  We
are not aware of any new proposed probable governmental regulations that will
have a material effect on our proposed operations.

     Cost and effect of compliance with environmental laws
     -----------------------------------------------------

There are no environmental laws that materially impact our business.

     Research and development expenses
     ---------------------------------

During the past two years we spent -0- on research and development.

     Employees
     ---------

We have no employees at this time other than our sole director/officer, Howard
Abrams, who currently perform administrative services on a part time basis; Mr
Abrams became sole officer/director on May 30, 2006 upon the resignation of
Lance Musicant.  Mr. Howard also provides the business coaching services and
devotes whatever time is necessary to service our clients and to conduct
marketing.  We currently do not have an employment agreement with Mr. Abrams.

     Expansion plans
     ---------------

When and if we have developed additional clients we will expand our operations
by adding staff and increasing our market presence.  We also intend to install
additional computers,  launch a web site and lease office space.

                               -6-

<PAGE>




ITEM 2: DESCRIPTION OF PROPERTY

Java Express has no properties and at this time and has no agreements to
acquire any properties. Currently, we utilize office space in the home of our
president, Howard Abrams for administrative services as well as for our
consulting service operations.


ITEM 3: LEGAL PROCEEDINGS

We are not a party to any proceedings or threatened proceedings as of the date
of this filing.


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

We have not submitted a matter to a vote of our shareholders during the fourth
quarter of our fiscal year ended March 31, 2006.


                             PART II

ITEM 5: MARKET PRICE FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
        AND ISSUER PURCHASE OF SECURITIES

OTC Bulletin Board Listing
--------------------------

On March 21, 2005, our shares were cleared for trading on the NASD Over-the-
Counter Bulletin Board (OTCBB) under the symbol "JVEX"; as of our fiscal year
ended March 31, 2006, no active trading had yet developed nor is there is any
guarantee that an active trading market will develop in the near future.

Holders
--------

We currently have 46 shareholders.

Dividends
---------

We have never paid dividends on our common stock.  The Board of Directors
presently intends to pursue a policy of retaining earnings, if any, for use in
our operations and to finance expansion of our business.  Any declaration and
payment of dividends in the future, of which there can be no assurance, will
be determined by our Board of Directors in light of conditions then existing,
including our earnings, financial condition, capital requirements and other
factors. There are presently no dividends which are accrued or owing with
respect to our outstanding stock. No assurance can be given that dividends
will ever be declared or paid on our common stock in the future.

Recent Sales of Unregistered Securities
---------------------------------------

During the period covered by this report, there were no unregistered
securities sold by us that were not reported on either a Form 10-QSB or Form
8K Current Report during the prescribed period for reporting the same.


                               -7-

<PAGE>


Issuer Purchase of Securities
-----------------------------

None.

Securities Authorized for Issuance Under Equity Compensation Plans
------------------------------------------------------------------

None.


ITEM 6: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        OR PLAN OF OPERATION
Safe Harbor for Forward-Looking Statements
------------------------------------------

When used in this report, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," and similar expressions are
intended to identify forward-looking statements within the meaning of Section
27a of the Securities Act of 1933 and Section 21e of the Securities Exchange
Act of 1934 regarding events, conditions, and financial trends that may affect
the Company's future plans of operations, business strategy, operating
results, and financial position.  Persons reviewing this report are cautioned
that any forward-looking statements are not guarantees of future performance
and are subject to risks and uncertainties and that actual results may differ
materially from those included within the forward-looking statements as a
result of various factors.  Such factors are discussed under this "Item 6.
Management's Discussion and Analysis of Financial Condition or Plan of
Operations," and also include general economic factors and conditions that may
directly or indirectly impact the Company's financial condition or results of
operations.

General
-------

Java Express, Inc. was incorporated on December 14, 2001 under the laws of the
State of Nevada for the purpose of selling coffee and other related items to
the general public from retail coffee shop locations. We were unsuccessful in
establishing retail coffee shop locations and on September 29, 2004 acquired
100% ownership in K-Com Business Coaching Corp., a Utah Corporation.  We
discontinued our efforts to establish a coffee shop business and began
focusing on developing K-Com's existing business coaching operations. In
January 30, 2006, we dissolved K-Com Business Coaching Services and all of its
assets and liabilities were absorbed Java Express and are reflected in our
financial statements for the year ended March 31, 2006.

Results of Operations
---------------------

The following discussions are based on the consolidated financial statements
for the years ended March 31, 2006 and 2005, for Java Express, Inc.  The
following discussions are a summary and should be read in conjunction with the
financial statements, and notes thereto, included with this report in Item 7.
Financial Statements.

                               -8-


   Comparison of March 31, 2006 and 2005 Fiscal Year Operations
   ------------------------------------------------------------

                                                2006               2005
                                             --------------- --------------
Revenues                                     $   123,650     $     80,813
Cost of revenue                                   39,000            6,400
Gross profit                                      84,650           74,413
Total operating expenses                         133,453          215,092
Loss from operations                             (48,803)        (140,679)
Other expenses                                     9,357           28,063
Income taxes                                           -              100
Net Loss                                         (58,160)        (168,842)
Net earnings (loss) per share                $     (0.01)      $    (0.03)

Revenues are generated by services provided and are recognized as services are
performed. We had revenues of $123,650 for our year ended March 31, 2006
compared to revenues of $80,813 for the year ended March 31, 2005;
approximately $20,000 of our current year's revenues were generated during our
fourth quarter. Cost of our revenues was $39,000 or 31.5% during this fiscal
year compared to $6,400 or 8% in the prior year.  Therefore, our higher
revenues in 2006 were offset by higher costs of those revenues resulting in
only slightly higher profits of $84,650 for the year ended March 31, 2006
compared to $74,413 in 2005.  Our higher cost of revenues this year is mostly
a result of paying consultants to perform some of services directly related
our revenue stream which we did not do in the prior year.

During our fiscal year ended March 31, 2006, general and administrative
expenses were $66,701 and sales & marketing cost us $66,752 for total
operating expenses of $133,453.  Our prior year's general and administrative
expenses were more than double that at $132,835 whereas our sales & marketing
was $82,257, about $15,000 higher than this year.  As a result our operating
expenses for the year ended March 31, 2005 were $215,092, significantly higher
than in the current year.  During the first six  months of our fiscal year
ended March 31, 2005 our general and administrative were mostly associated
with the development of our coffee kiosk business which was abandoned in late
2004; however, during the balance of that year we experienced higher than
usual general and administrative expenses due to additional expenses incurred
with the acquisition of K-Com Business Coaching Services, Inc. for legal and
accounting as well as the additional expenses associated with gearing up those
newly acquired operations.  This year our general and administrative expenses
were mostly associated with day to day operations including the legal and
accounting expenses associated with our reporting obligations.

Our net operating losses for March 31, 2006 was $48,803, a significant
reduction from the $140,679 operating loss recorded at our year ended March
31, 2005. Our reduced operating losses were mostly the result of increased
revenues and reduced general and administrative expenses from the prior year.

Other expenses during our fiscal year ended March 31, 2006 consists of an
interest expense of $9,357. In the prior year we had total other expenses of
$28,063 which included a $6,063 interest expense and a loss on the sale of
investments of $23,019 slightly offset by a $1,019 gain on the sale of coffee
equipment. The increase in interest expense between the two years was a result
of interest on two notes due and payable, both of which were past due on
December 31, 2005. The loss on investments recorded in the last fiscal year
was a result the satisfaction of the principal on three notes past due and

                               -9-

<PAGE>


payable to our president which were satisfied with available-for-sale
securities. We took a write-down from the initial market value of the
securities to the amount of the note's aggregate value on the date of the
satisfaction.

We had a total net loss during our March 31, 2006 year of $58,160; our net
loss for March 31, 2005 was almost three times that amount or $168,942.

Liquidity and Capital Resources
-------------------------------

At March 31, 2006, our total current assets were $35,036 and consisted of
cash and cash equivalents of $23,536, prepaid expenses of $661 and fixed
assets of $10,839 net of accumulated depreciation of $7,061.

Liabilities at March 31, 2006 totaled $200,994 and consisted of $11,487 in
accounts payable, a related party notes payable of $158,350 ($143,700
principal plus imputed interest at 6%),  $25,000 in unpaid services due our
former president, Lance Musicant who resigned subsequent to our year end, and
a note payable to a shareholder of $6,157 ($6,000 principal plus imputed
interest of 6%).  Both of the notes were due and payable on December 31, 2005
and have imputed interest of 6%.  In addition they are convertible on or
before December 31, 2006 into Java common stock as discussed further below.

Acquisition of Subsidiary through Issuance of Common Stock
----------------------------------------------------------

We funded the acquisition of our subsidiary through the issuance of common
stock.  On September 29, 2004 the Company issued 1,200,000 shares of common
stock for the 100% purchase of K-Com Business Coaching. The shares were issued
in a private transaction without registration in reliance of the exemption
provided by Section 4(2) of the Securities Act. No broker was involved and no
commissions were paid on the transaction.

Funding Through Convertible Notes and Services
----------------------------------------------

We have also funded operations in the last two years through loans from both
related and non-related parties as evidenced by various convertible notes:

                                 Principal
No. Principal Note Holder        Amount      Date        Status
-----------------------------------------------------------------------------
1.  Kirch Communications
     (John Chris Kirch)          $  8,435     1/22/2004   Paid on 6/21/04
2.  Kirch Communications
     (John Chris Kirch)          $  4,500      3/4/2004   Paid on 6/21/04
3.  Stephanie Harnicher*         $ 10,000      2/2/2004   Paid on 6/21/04
4.  Lance Musicant               $  4,510      5/7/2004   Paid on 3/28/05
5.  Lance Musicant               $  2,300      6/7/2004   Paid on 3/28/05
6.  John Chris Kirch             $  5,000        6/22/2004   Paid on 9/29/04
7.  John Chris Kirch             $  2,000     6/29/2004   Paid on 9/29/04
8.  Shannon Kirch                $143,700     8/17/2004   Past due at 12/31/05
9.  Lance Musicant               $     50     9/17/2004   Paid on 3/28/05
10. Kelly Trimble                $  6,000    10/25/2005   Past due at 12/31/05

All of the above persons/entities are now considered related persons although
both Ms. Harnicher and Mr Trimble were not considered related parties at the
time their loans were made.  The first three notes were paid during our first
quarter of our 2004 fiscal year. On June 21, 2004, we exchanged all of our
remaining coffee equipment and furniture for repayment of the first three
notes payable to Mr. Kirch and Ms. Harnicher, in the aggregate principal


                               -10-

<PAGE>


amount of $22,935 with imputed interest of prime plus 2% and 15,242 shares of
iMedia International, Inc. These shares were used in March of 2005 year to
satisfy three other notes (due our then president, Lance Musicant) in the
aggregate principal amount of $6,860 with imputed interest at the time of the
transaction of 10%.  The value of the securities at the time of the
transaction was $11,000.  Convertible Notes 6 and 7 were considered paid in
full as part of the acquisition transaction in September of 2004.

The two remaining notes include one large note payable to Shannon Kirch which
has an imputed interest rate of 6% and is considered past due. Under the terms
of the note:

..  payment is due on or before December 31, 2005 (and it therefore past due);
..  the holder has the option to convert the principal into common stock;
..  the conversion date is after December 31, 2005 but no later than
   December 31, 2006;
..  The conversion price shall be at a share price equal to the "bid" price of
   our stock on the date of conversion or, in the event we have no market for
   our common stock, the note can be converted into shares of our common
   stock at a conversion price of $0.10 per share;
..  The holder must give notice to Java during the conversion period if she
   desires to convert, and absent such notice, the conversion rights expire at
   the expiration of the conversion period;
..  we have the right to prepay all or part of the note but in the event we
   elect to prepay the note, Ms. Kirch must receive a 10 day notice from us
   granting her the election to exercise her conversion rights.

The other unpaid note is in the principal amount of $6,000 with imputed
interest of 6% and is due to Kelly Trimble, who is considered an affiliate by
virtue of ownership of approximately 16.67% of our outstanding stock; the note
is convertible at the holder's option anytime after December 31, 2005 but no
later than December 31, 2007 at a conversion price equal to the bid price as
of the date of the conversion.  If there is no bid price at that date, the
note shall be converted into 60,000 shares of our common stock.

We also were provided services by Lance Musicant who served as and officer and
director from inception through the end of our March 31, 2006 fiscal year.
Mr. Musicant performed services valued at $29,000 and was owed $25,000 at
March 31, 2006. The unpaid services are not the subject of a written note and
have been recorded as a liability.

Plan of Operation for the Next 12 Months
----------------------------------------

At this time we have no clients, and, as a result no cash flows from
operations; we continue to operate at a loss.  We must seek new clients to
generate revenues and we will likely require additional financing to fund our
operations on an ongoing basis and to develop our business coaching business.

During the next twelve months we believe that our current cash needs can be
met in one or more of the following: (1) cash flows from operations,  (2)
loans from our sole director/officer, stockholders or other parties, (3)
private placements of our common stock, and (4) through alternative financing
from third parties.  In the past, we have received loans from both related and
non-related parties.  Some of these parties have indicated possible
willingness in the future to advance additional funds.  However, there are no


                               -11-
<PAGE>


written agreements with these parties regarding loans or advances and they are
not obligated to provide any funds.  If these parties do provide loans or
advances, we may repay them, or we may convert them into common stock.
However, we do not have any commitments or specific understandings from any of
the foregoing parties or from any other individual, in writing or otherwise,
regarding any loans or advances or the amounts.

Management also anticipates that additional capital may be provided by private
placements of our common stock.  We intend to issue such stock pursuant to
exemptions provided by federal and state securities laws.  The purchasers and
manner of issuance will be determined according to our financial needs and the
available exemptions.  We do not currently intend to make a public offering of
our stock.  We also note that if we issue more shares of our common stock our
shareholders may experience dilution in the value per share of their common
stock. At this time, we have no commitments from anyone for financing of any
type.

In addition, although management is not actively seeking new business
opportunities, certain shareholders have indicated their intention to
introduce possible merger/acquisition candidates to Java Express.  Management
will consider these opportunities when and if presented.

Our auditors have issued a "going concern" opinion in Note 1 of our financial
statements where they have indicated that we have suffered recurring losses
from operations, which raises substantial doubt as to our ability to continue
as a going concern.

Off Balance Sheet Arrangements
------------------------------

None.

Trends and Uncertainties
------------------------

Our prospects must be considered in light of the risks, difficulties, and
expenses frequently encountered by companies in their early stage of
development, particularly companies in rapidly changing markets such as ours
without significant barriers to entrance. To address these risks, we must,
among other things, maintain existing relationships with those businesses
which provide us with potential clients, that is small law offices, accounting
offices and business brokers; implement and successfully execute our business
and marketing strategy; continue to develop and upgrade our services in
response to evolving business demands; provide quality customer service;
respond to competitive developments; and attract, retain and motivate
qualified personnel. There can be no assurance we will be successful in
addressing such risks, and the failure to do so would seriously harm our
business, financial condition, and results of operations. Our current and
future expense levels are based on our planned operations and estimates of
future revenues.

In view of the rapidly changing nature of the business needs of the small
business we target as well as the overall national economy, we are unable to
accurately forecast revenues nor can we be certain we will be able to capture
any substantial portion of our target market. Accordingly, we believe that
period-to-period comparisons of our operating results are not very meaningful
and should not be relied upon as an indication of future performance.

                               -12-

<PAGE>



Some of the following conditions could have a material impact on our short or
long-term liquidity:

     .  general risks associated with providing consulting services to small
        business

     .  any failure to obtain additional working capital when needed

     .  loss of key personnel and dependence on one individual to generate
        business

     .  dependence on favorable business climate for small and start-up
        enterprises to provide and ongoing demand for our services

     .  lack of market acceptance of our services

     .  inability to compete in the intensely competitive nature of business
        consulting

     .  an inability to forecast trends or provide our clients with successful
        business plans

     .  the ability to attract and retain qualified and effective personnel,
        and

     .  management of the our growth in an effective manner.


Furthermore, we have the following immediate and specific risks:

     .  we currently have no clients or contracts; we frequently rely on only
        one or two clients for our revenues which are negatively impacted when
        our services are completed; we have no cash flows from operations as
        of this date and cannot say when or if we will have new clients;

     .  we depend on one individual to conduct our operations and we do not
        have an employment agreement with him;

     .  we have incurred net losses of approximately $370,496 since inception
        and there is substantial doubt as to our ability to continue as a
        "going concern."


ITEM 7: FINANCIAL STATEMENTS

Our audited financial statements for March 31, 2006 follow.

                               -13-

<PAGE>







                        JAVA EXPRESS, INC.
                  (A Development Stage Company)

                               -:-

                   INDEPENDENT AUDITOR'S REPORT

                     MARCH 31, 2006 AND 2005



                             CONTENTS


                                                                      Page

Independent Auditor's Report...........................................F-1

Balance Sheet
  March 31, 2006 and 2005..............................................F-3

Statements of Operations for the
  Years Ending March 31, 2006 and 2005 and the Cumulative
  Period December 14, 2001 (inception) to March 31, 2006...............F-4

Statement of Stockholders' Equity
  Since December 14, 2001 (inception) to March 31, 2006................F-5

Statements of Cash Flows for the
  Year Ending March 31, 2006 and 2005 and the Cumulative
  Period December 14, 2001 (inception) to March 31, 2006...............F-7

Notes to Financial Statements..........................................F-9








                               -14-

<PAGE>


                                                       R H
______________________________________________________________________________
Robison, Hill & Co.                           Certified Public Accountants
A Professional Corporation


                   INDEPENDENT AUDITOR'S REPORT

Java Express, Inc.
(A Development Stage Company)

     We have audited the accompanying balance sheet of  Java Express, Inc. (a
development stage company) as of March 31, 2006, and the related statements of
operations and cash flows for the years ended March 31, 2006 and 2005 and the
cumulative since December 14, 2001 (inception) to March 31, 2006, and the
statement of stockholders' equity since December 14, 2001 (inception) to March
31, 2006.  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 audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe
that our 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 Java Express, Inc.
(a development stage company)  as  of  March 31, 2006 and the results of its
operations and its cash flows for the years ended March 31, 2006 and 2005 and
the cumulative since December 14, 2001 (inception) to March 31, 2006 in
conformity with accounting principles generally accepted in the United States
of America.






1366 East Murray-Holladay Road, Salt Lake City, Utah 84117-5050
Telephone 801/272-8045, Facsimile 801/277-9942


                               F-1

<PAGE> 15




     The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from
operations that raise substantial doubt about its ability to continue as a
going concern.  Management's plans in regard to these matters are also
described in Note 1.  The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

                                Respectfully submitted,


                                /s/ Robison, Hill & Co.
                                Certified Public Accountants

Salt Lake City, Utah
July 12, 2006

                               F-2
<PAGE> 16

                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                          BALANCE SHEET
                          March 31, 2006


                              ASSETS


Current Assets
  Cash & Cash Equivalents                               $      23,536
  Prepaid Expenses                                                661
                                                        --------------
    Total Current Assets                                       24,197
                                                        --------------
Fixed Assets:
  Equipment                                                     9,800
  Furniture & Fixtures                                          8,100
  Less Accumulated Depreciation                                (7,061)
                                                        --------------
    Net Fixed Assets                                           10,839
                                                        --------------

    Total Assets                                        $      35,036
                                                        ==============

               LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Accounts Payable                                      $      11,487
  Related Party Accounts Payable                               25,000
  Related Party Note Payable                                  164,507
                                                        --------------
    Total Current Liabilities                                 200,994
                                                        --------------
STOCKHOLDERS' EQUITY
  Preferred Stock, Par value $.001
   Authorized 10,000,000 shares
   No shares issued                                                 -
  Common Stock, Par value $.001
   Authorized 50,000,000 shares,
   Issued 5,701,000 shares                                      5,701
  Paid-In Capital                                             198,837
  Deficit Accumulated During Development Stage               (370,496)
                                                        --------------
    Total Stockholder's Equity                               (165,958)
                                                        --------------

    Total Liabilities and Stockholder's Equity          $      35,036
                                                        ==============


The accompanying notes are an integral part of these financial statements


                               F-3

<PAGE> 17



                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                     STATEMENTS OF OPERATIONS
           For the Years Ended March 31, 2006 and 2005
and the Cumulative Period of December 14, 2001 (Date of Inception
           of the Development Stage) to March 31, 2006



                                                                Cumulative
                                                                Since
                                                                Dec. 14, 2001
                                                                (Inception of
                                                                Development
                                        For the Years Ended     Stage) to
                                             March 31,          March 31,
                                         2006        2005       2006
                                    ------------- ------------- --------------

Revenue                             $    123,650  $     80,813  $     204,463

Cost of Goods Sold                        39,000         6,400         45,400
                                    ------------- ------------- --------------

Gross Profit                              84,650        74,413        159,063
                                    ------------- ------------- --------------
Expenses
  General & Administrative                66,701       132,835        350,560
  Sales & Marketing                       66,752        82,257        149,009
                                    ------------- ------------- --------------
Total Operating Expenses                 133,453       215,092        499,569
                                    ------------- ------------- --------------

Operating Income (Loss)                  (48,803)     (140,679)      (340,506)

Other Income (Expenses):
  Interest                                (9,357)       (6,063)       (15,725)
  Misc. Income                                 -             -          2,300
  Loss on Sale of Investments                  -       (23,019)       (23,019)
  Gain on Sale of Equipment                    -         1,019          6,754
                                    ------------- ------------- --------------

Income (Loss) Before Income Taxes        (58,160)     (168,742)      (370,196)
   Income Taxes                                -          (100)          (300)
                                    ------------- ------------- --------------

Net Income (Loss)                   $    (58,160) $   (168,842) $    (370,496)
                                    ============= ============= ==============
Basic & Diluted
 Income (Loss) Per Share            $      (0.01) $      (0.03)
                                    ============= =============

Weighted Average Shares                5,701,000     5,401,000
                                    ============= =============


The accompanying notes are an integral part of these financial statements


                               F-4
<PAGE> 18


                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                 STATEMENT OF STOCKHOLDERS EQUITY
      Since December 14, 2001 (Inception) to March 31, 2006


                                                                  Deficit
                                                                  Accumulated
                                                                  Since
                                                                  December 14,
                                                                  2001
                                                       Additonal  Inception of
                                    Common Stock       Paid-In    Development
                                Shares     Par Value   Capital    Stage
                             -------------- ---------- ---------- ------------
December 14, 2001 (inception)            -  $       -  $       -  $         -

December 15, 2001, Common
 stock issued for cash           2,000,000      2,000     21,108            -

March 25, 2002, Common
 stock issued for cash           2,000,000      2,000     27,971            -

Net Loss                                 -          -          -      (14,579)
                             -------------- ---------- ---------- ------------

Balance at March 31, 2002        4,000,000      4,000     49,079      (14,579)

July 9, 2002, Common stock
 issued for Conversion of Note     300,000        300     15,798            -

December 31, 2002, Common
 stock issued for cash              30,000         30     14,970            -

February 15, 2003, Common
 stock issued for cash             13,000         13      6,487            -

Capital contributed by
 shareholder                             -          -      2,000            -

Net Loss                                 -          -          -      (57,154)
                             -------------- ---------- ---------- ------------

Balance at March 31, 2003        4,343,000       4,343    88,334      (71,733)

April 23, 2003 Common stock
 Issued for Cash                   100,000  $     100  $  49,887  $         -

May 18, 2003, Common stock
 issued for cash                    10,400         10      5,190            -

June 2, 2003, Common stock
 issued for cash                    10,000         10      4,990            -

June 26, 2003, Common Stock
 Issued for Cash                    23,000         23     11,477            -


                           [Continued]

                               F-5


<PAGE> 19

                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                 STATEMENT OF STOCKHOLDERS EQUITY
      Since December 14, 2001 (Inception) to March 31, 2006
                           (Continued)


                                                                  Deficit
                                                                  Accumulated
                                                                  Since
                                                                  December 14,
                                                                  2001
                                                       Additonal  Inception of
                                    Common Stock       Paid-In    Development
                                Shares     Par Value   Capital    Stage
                             -------------- ---------- ---------- ------------


July 9, 2003, Common stock
 issued for cash                     5,000          5      2,495            -

July 17, 2003, Common stock
 issued for cash                     8,000          8      3,992            -

July 23, 2003, Common stock
 issued for cash                     1,600          2        798            -

Contributed capital                      -          -         58            -

Net Loss                                 -          -          -      (71,761)
                             -------------- ---------- ---------- ------------

Balance at March 31, 2004        4,501,000      4,501    167,221     (143,494)

September 29, 2004 Common
 stock issued for acquisition
 of K-Com Business Coaching      1,200,000      1,200     26,233            -

Contributed capital                      -          -      4,446            -

Net Loss                                 -          -          -     (168,842)
                             -------------- ---------- ---------- ------------
Balance at March 31, 2005        5,701,000      5,701    197,900     (312,336)

Contributed capital                      -          -        937            -

Net Loss                                 -          -          -      (58,160)
                             -------------- ---------- ---------- ------------

Balance at March 31, 2006        5,701,000  $   5,701  $ 198,837  $  (370,496)
                             ============== ========== ========== ============


The accompanying notes are an integral part of these financial statements

                               F-6

<PAGE> 20
<TABLE>
<CAPTION>

                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                     STATEMENTS OF CASH FLOWS
           For the Years Ended March 31, 2006 and 2005
and the Cumulative Period of December 14, 2001 (Date of Inception
           of the Development Stage) to March 31, 2006


                                                                        Cumulative
                                                                        Since
                                                                        Dec. 14, 2001
                                                                        (Inception of
                                                                        Development
                                                For the Years Ended     Stage) to
                                                     March 31,          March 31,
                                                 2006        2005       2006
                                            ------------- ------------- --------------

                                         <c>           <c>           <c>
Cash Flows From Operating Activities:
  Net Income (Loss)                         $    (58,160) $   (168,842) $    (370,496)
  Adjustments to reconcile net loss to
   net cash used by operating activities:
  Net Cash Used In Operating Activities:
     Depreciation                                  3,686         6,245         21,112
     Stock Issued for Interest on Note                 -             -             98
     Gain on Sale of Equipment                         -        (1,019)        (6,754)
     Loss on Sale of Investments                       -        23,019         23,019
  Changes in Operating Assets and Liabilities:
     (Increase) Decrease in Prepaid Expenses        (661)            -           (661)
     Increase (Decrease) in Accounts Payable       6,462         1,200         11,486
     Increase (Decrease) in Accounts
       Payable-Related Party                      25,000             -         25,000
     Increase (Decrease) in Accrued Interest       9,357         5,451         14,808
                                            ------------- ------------- --------------
Net Cash Used in Operating Activities            (14,316)     (133,946)      (282,388)
                                            ------------- ------------- --------------
Cash Flows From Investing Activities:
  Cash Acquired in Acquisition                         -         6,245          6,245
  Proceeds from Sale of Equipment                      -             -         13,045
  Purchase of Furniture & Fixtures                     -        (3,500)       (23,088)
  Purchase of Equipment                                -        (3,000)       (53,500)
                                            ------------- ------------- --------------
Net Cash Used in Investing Activities                  -          (255)       (57,298)
                                            ------------- ------------- --------------
Cash Flows From Financing Activities:
  Proceeds from Sale of Common Stock                   -             -        153,566
  Capital Contributed by Shareholder                 937         4,446          7,441
  Proceeds from Note Payable                       6,000       157,073        202,215
                                            ------------- ------------- --------------
Net Cash Provided by Financing Activities          6,937       161,519        363,222
                                            ------------- ------------- --------------

Net (Decrease) Increase In Cash                   (7,379)       27,318         23,536
Cash at Beginning of Period                       30,915         3,597              -
                                            ------------- ------------- --------------

Cash at the End of Period                   $     23,536  $     30,915  $      23,536
                                            ============= ============= ==============


                           [Continued]

                               F-7
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>

                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                     STATEMENTS OF CASH FLOWS
           For the Years Ended March 31, 2006 and 2005
and the Cumulative Period of December 14, 2001 (Date of Inception
           of the Development Stage) to March 31, 2006
                           [Continued]


                                                                        Cumulative
                                                                        Since
                                                                        Dec. 14, 2001
                                                                        (Inception of
                                                                        Development
                                                For the Years Ended     Stage) to
                                                     March 31,          March 31,
                                                 2006        2005       2006
                                            ------------- ------------- --------------

                                         <c>           <c>           <c>
Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                                $          -  $          -  $           -
    Income taxes                            $          -  $        100  $         300


Supplemental Disclosure of Non-Cash Investing and Financing Activities:

  Converted note payable to common stock    $          -  $          -  $      16,000
  Stock issued in acquisition               $          -  $          -  $      27,433
  Fixed assets exchanged for investments    $          -  $          -  $      51,597
  Fixed assets exchanged for payment
    of notes                                $          -  $          -  $      22,935
  Investments exchanged for notes           $          -  $          -  $       6,860







The accompanying notes are an integral part of these financial statements

                               F-8
</TABLE>
<PAGE> 22



                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This summary of accounting policies for Java Express, Inc. is presented
to assist in understanding the Company's financial statements.  The accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.

Nature of Operations and Going Concern
--------------------------------------

     The accompanying financial statements have been prepared on the basis of
accounting principles applicable to a "going concern", which assume that the
Company will continue in operation for at least one year and will be able to
realize its assets and discharge its liabilities in the normal course of
operations.

     Several conditions and events cast doubt about the Company's ability to
continue as a "going concern".  The Company has incurred net losses of
approximately $370,496 for the period from December 14, 2001 (inception) to
March 31, 2006 and requires additional financing in order to finance its
business activities on an ongoing basis.  The Company is actively pursuing
alternative financing and has had discussions with various third parties,
although no firm commitments have been obtained.  In the interim, shareholders
of the Company have committed to meeting its minimal operating expenses.

     The Company's future capital requirements will depend on numerous factors
including, but not limited to, the development and success of the Company's
business coaching operations.

     These financial statements do not reflect adjustments that would be
necessary if the Company were unable to continue as a "going concern".  While
management believes that the actions already taken or planned, will mitigate
the adverse conditions and events which raise doubt about the validity of the
"going concern" assumption used in preparing these financial statements, there
can be no assurance that these actions will be successful.

     If the Company were unable to continue as a "going concern", then
substantial adjustments would be necessary to the carrying values of assets,
the reported amounts of its liabilities, the reported expenses, and the
balance sheet classifications used.

Organization and Basis of Presentation
--------------------------------------

     The Company was incorporated under the laws of the State of Nevada on
December 14, 2001. The Company's fiscal year end is March 31.  Since December
14, 2001, the Company has been in the development stage, and has not commenced
planned principal operations.

     On September 29, 2004, the Company entered into a plan of reorganization
whereby they acquired 100% ownership in K-Com Business Coaching Corp., a Utah
Corporation in exchange for 1,200,000 shares of common stock. As a result of
the acquisition, the Company acquired the net assets of K-Com.

     On January 30, 2006, the Company determined that it would be in its best
interest to dissolve its wholly-owned subsidiary, K-Com Business Coaching
Corp.  All of the assets and liabilities of K-Com were absorbed by the Company
and are reflected in its financial statements for the year ended March 31,
2006.

                               F-9

<PAGE> 23


                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Nature of Business
------------------

     As a result of the September 29, 2004 acquisition of K-Com Business
Coaching the Company decided to change its direction.  The Company is now
focusing on providing business development coaching services, business plan
preparation, funding plans and PowerPoint media presentations.

Cash and Cash Equivalents
-------------------------

     For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents to the extent the funds are not being held for
investment purposes.

Fair Value of Financial Instruments
-----------------------------------

     The carrying amounts reported in the accompanying financial statements
for cash, other current assets, accounts payable and notes payable approximate
their fair values because of the immediate or short-term maturities of these
financial instruments.

Revenue Recognition
-------------------

     Revenue is recognized as services are performed.

Property and Equipment
----------------------

     Property and equipment are stated at cost.  Depreciation is provided for
amounts sufficient to relate the cost of depreciable assets to operations over
their estimated service lives, principally on a straight-line basis for 3 to 7
years.  Depreciation expense for the years ended March 31, 2006 and 2005 was
$3,686 and $6,245 respectively

     Upon sale or other disposition of property and equipment, the cost and
related accumulated depreciation or amortization are removed from the accounts
and any gain or loss is included in the determination of income or loss.

     Expenditures for maintenance and repairs are charged to expense as
incurred.  Major overhauls and betterments are capitalized and depreciated
over their useful lives.

     The Company identifies and records impairment losses on long-lived assets
such as property and equipment when events and circumstances indicate that
such assets might be impaired.  The Company considers factors such as
significant changes in the regulatory or business climate and projected future
cash flows from the respective asset.  Impairment losses are measured as the
amount by which the carrying amount of intangible asset exceeds its fair
value.


                               F-10

<PAGE> 24


                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Impairment of Long-Lived Assets
-------------------------------

     The Company reviews long-lived assets, at least annually, to determine if
impairment has occurred and whether the economic benefit of the asset (fair
value for assets to be used and fair value less disposal costs for assets to
be disposed of) is expected to be less than the carrying value.  Triggering
events, which signal further analysis, consist of a significant decrease in
the asset's market value, a substantial change in the use of an asset, a
significant physical change in the asset, a significant change in the legal or
business climate that could affect the asset, and accumulation of costs
significantly in excess of the amount originally expected to acquire or
construct the asset, or a history of losses that imply continued losses
associated with assets used to generate revenue.  The Company has no
long-lived assets as of March 31, 2006.

Advertising Costs
------------------

     The Company expenses advertising costs as incurred.  For the period
ending March 31 2006 and 2005, the Company incurred advertising and marketing
costs of $66,752 and $82,257 respectively.

Concentration of Credit Risk
----------------------------

     The Company has no significant off-balance-sheet concentrations of credit
risk such as foreign exchange contracts, options contracts or other foreign
hedging arrangements.  The Company maintains the majority of its cash balances
with one financial institution, in the form of demand deposits.

Pervasiveness of Estimates
--------------------------

     The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

Income (Loss) per Share
-----------------------

     Basic income (loss) per share has been computed by dividing the income or
loss for the year applicable to the common stockholders by the weighted
average number of common shares outstanding during the years.  There were no
common equivalent shares outstanding at March 31, 2006 and 2005.


                               F-11

<PAGE> 25



                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Recent Accounting Standards
---------------------------

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

     On December 16, 2004, the FASB issued SFAS No. 123 ( R ), Share-Based
Payment, which is an amendment to SFAS No. 123, Accounting for Stock-Based
Compensation.  This new standard eliminates the ability to account for
share-based compensation transactions using Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and
generally requires such transactions to be accounted for using a fair-value
based method and the resulting cost recognized in our financial statements.
This new standard is effective for awards that are granted, modified or
settled in cash in interim and annual periods beginning after June 15, 2005.
In addition, this new standard will apply to unvested options granted prior to
the effective date.  We will adopt this new standard effective for the fourth
fiscal quarter of 2005, and have not yet determined what impact this standard
will have on our financial position or results of operations.

     In December 2004, the FASB issued SFAS No. 152, Accounting for Real
Estate Time-sharing Transactions, which amends FASB statement No. 66,
Accounting for Sales of Real Estate, to reference the financial accounting and
reporting guidance for real estate time-sharing transactions that is provided
in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate
Time-Sharing Transactions.  This statement also amends FASB Statement No. 67,
Accounting for Costs and Initial Rental Operations of Real Estate Projects, to
state that the guidance for (a) incidental operations and (b) costs incurred
to sell real estate projects does not apply to real estate time-sharing
transactions.  The accounting for those operations and costs is subject to the
guidance in SOP04-2.  This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005.  Management believes the adoption
of this Statement will have no impact on the financial statements of the
Company.

                               F-12

<PAGE> 26


                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Recent Accounting Standards (Continued)
---------------------------------------

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

NOTE 2 - INCOME TAXES

     As of March 31, 2006, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $345,000 that may be offset
against future taxable income through 2026.  Current tax laws limit the amount
of loss available to be offset against future taxable income when a
substantial change in ownership occurs.  Therefore, the amount available to
offset future taxable income may be limited.  No tax benefit has been reported
in the financial statements, because the Company believes there is a 50% or
greater chance the carry forwards will expire unused.  Accordingly, the
potential tax benefits of the loss carry forwards are offset by a valuation
allowance of the same amount.

The Company has the following tax assets:

                                                     2006          2005
                                                ------------- -------------
     Net Operating Losses                       $    117,000  $    106,080
     Capital Losses                                    7,800         7,800
     Valuation Allowance                            (124,800)     (113,880)
                                                ------------- -------------
                                                $          -  $          -
                                                ============= =============

     The provision for income taxes differs from the amount computed using the
federal US statutory income tax rate as follows:



                                                     2006           2005
                                                ------------- -------------
     Provision (Benefit) at US Statutory Rate   $    (19,774) $    (57,460)
     Net Operating Losses                             18,856        42,597
     Other                                               918        14,863
                                                ------------- -------------
                                                $          -  $          -
                                                ============= =============


                               F-13

<PAGE> 27




                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

NOTE 2 - INCOME TAXES (Continued)

     The Company evaluates its valuation allowance requirements based on
projected future operations. When circumstances change and causes a change in
management's judgment about the recoverability of deferred tax assets, the
impact of the change on the valuation is reflected in current income.  The
valuation allowance increased by $10,920 and $57,460 during the years ended
March 31, 2006 and 2005 respectively.

NOTE 3 - DEVELOPMENT STAGE COMPANY

     The Company has received minor revenues during the early stages of
implementing its business plan and has had recurring losses during its
development stage.  Continuation of the Company as a going concern is
dependent upon obtaining the additional working capital necessary to be
successful in its planned activity, and the management of the Company has
developed a strategy, which it believes will accomplish this objective through
additional equity funding and long term financing, which will enable the
Company to operate for the coming year.

NOTE 4 - COMMITMENTS

     As of March 31, 2006, all activities of the Company were conducted by
corporate officers from either their homes or business offices.  During the
two-month period of April 1, 2005 through May 31, 2005 the Company paid $2,000
for rent of an office unrelated to its officers and directors.  In the periods
before and after this period the Company has utilized the homes and offices of
its officers and directors.  Currently, there are no outstanding debts owed by
the company for the use of these facilities and there are no commitments for
future use of the facilities.

NOTE 5 - RELATED PARTY TRANSACTIONS

     During January and March 2004, a related party loaned the Company
$12,935, with an imputed interest of prime plus 2 percent, due and payable
June 30, 2004.  The holder of the note had the option to convert the entire
amount or any portion thereof into common stock.  The note could have been
converted anytime after June 30, 2004 but no later than December 31, 2005 at a
share price equal to the bid price or if there is no bid price, a total of
150,000 common shares. On June 21, 2004, the Company exchanged all of its
equipment, furniture and fixtures for 15,242 shares of Imedia International,
Inc. with a market price of $2.00 per share in repayment of its $12,935
related note payable and a $10,000 short term note payable. A gain on sale of
equipment of $1,019 was recorded in the statement of operations for the year
ended March 31, 2005

     During the year ended March 31, 2005, related parties loaned the Company
$6,860 payable on demand.  The notes were convertible at the option of the
holder anytime after December 31, 2005 but no later than December 31, 2006 at
a conversion price equal to the bid price on the date of conversion.  Interest
has been imputed at an interest rate of 6%.  On March 28, 2005, the Company
exchanged 15,242 shares of Imedia International, Inc. with a market price of
$0.75 per share as payment in full on the $6,860 related party note together
with interest of $612.  A realized loss on sale of investments of $23,019 was
recorded in the statement of operations for the year ended March 31, 2005.



                               F-14

<PAGE> 28


                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)

     During the year ended March 31, 2005, a daughter of Chris Kirch, a
shareholder and consultant to the Company, loaned the Company $143,700 payable
on demand.  The notes are convertible at the option of the holder anytime
after December 31, 2005 but no later than December 31, 2006 at a conversion
price equal to the bid price on the date of conversion.  Interest has been
imputed at an interest rate of 6%. The Company recorded interest expense of
$9,199 and $5,451 for the years ended March 31, 2006, and 2005 respectively.

     During the year ended March 31, 2006, Kelly Trimble a shareholder of the
Company, loaned the Company $6,000 payable on December 31, 2005. The note is
convertible at the option of the holder anytime after December 31, 2005 but no
later than December 31, 2007 at a conversion price equal to the bid price on
the date of the conversion. If there is no bid price on the date of the
conversion the note shall be converted into 60,000 common shares.  Interest
has been imputed at an interest rate of 6%.  The Company recorded interest
expense of $158 for the year ended March 31, 2006.  On May 23, 2006 Kelly
Trimble purchased 750,000 shares of the Company in a private transaction.

     As of March 31, 2006 notes due to related parties, including interest at
6%, were $164,507.

     During the year ended March 31, 2005, the Company paid $2,800 to a
daughter of Chris Kirch, a shareholder and consultant to the Company for
services rendered.

     During the year ended March 31, 2005, the Company paid $300 to Chris
Kirch, a shareholder and consultant to the Company for consulting services.

     During the year ended March 31, 2006, the Company's former President,
Lance Musicant, provided services in the amount of $29,000.  Of this amount,
$4,000 was paid to Mr. Musicant and $25,000 has been accrued as a Related
Party Accounts Payable to be paid at a point in the future when it is deemed
to be most beneficial to the Company.

     During the year ended March 31, 2006, the Company paid $11,600 for
business coaching and marketing services provided to the Company by Trio
Health Sciences, Inc. whose president is the wife of Chris Kirch, a
shareholder and consultant to the Company.

     During the year ended March 31, 2006, Dominion World Investments, a
company owned by Java's President, Lance Musicant, provided $5,000 in revenue
to the Company in exchange for business plan preparation services.  Subsequent
to March 31, 2006 Lance Musicant resigned from both companies and is no longer
owner or president.

     During the year ended March 31, 2006, the Company paid $18,361 for
marketing services provided to the Company by JC Monavie Mission, Inc. whose
president is Chris Kirch, a shareholder and consultant to the Company.

     During the years ended March 31, 2006 and 2005, the Company paid $15,604
and $10,543 respectively for marketing services provided to the Company by
Noble Quests, Inc. whose president is the daughter of Chris Kirch, a
shareholder and consultant to the Company.


                               F-15

<PAGE> 29


                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

NOTE 6 - SHORT-TERM NOTES PAYABLE

     On February 2, 2004, an unrelated party loaned the Company $10,000, with
an imputed interest of prime plus 2 percent, due and payable June 30, 2004.
The holder of the note had the option to convert the entire amount or any
portion thereof into common stock.  The note could have been converted anytime
after June 30, 2004 but no later than December 31, 2005 at a share price equal
to the bid price or if there is no bid price, a total of 110,000 common
shares. On June 21, 2004, the Company exchanged all of its equipment,
furniture and fixtures for 15,242 shares of Imedia International, Inc. with a
market price of $2.00 per share in repayment of its $12,935 related note
payable and a $10,000 short term note payable.  A gain on sale of equipment of
$1,019 was recorded in the statement of operations for the year ended March
31, 2005

     As of March 31, 2006, short-term notes payable were $0.

NOTE 7 - INVESTMENTS

Available-for-Sale Securities
-----------------------------

     On June 21, 2004, the Company exchanged all of its equipment, furniture
and fixtures for 15,242 shares of Imedia International, Inc. with a market
price of $2.00 per share and repayment of its $12,935 related note payable and
$10,000 short-term note payable. On March 28, 2005, the Company exchanged the
15,242 shares of Imedia International, Inc. with a market price of $0.75 per
share as payment in full on $6,860 related party notes together with interest
of $612.  A realized loss on sale of investments of $23,019 was recorded in
the statement of operations for the year ended March 31, 2005.

NOTE 8 - COMMON STOCK TRANSACTIONS

On December 15, 2001, 2,000,000 shares of common stock were issued at $.01 per
share.

On March 25, 2002, 2,000,000 shares of common stock were issued at $.02 per
share.

On July 9, 2002, the Company converted a $16,000 note payable including
interest payable of $98 into 300,000 shares of Common Stock.

On December 31, 2002, the Company issued 30,000 shares of common stock for
$.50 per share.

On February 15, 2003, the Company issued 13,000 shares of common stock for
$.50 per share.

On April 23, 2003, the Company issued 100,000 shares of common stock for $.50
per share.

On May 18, 2003, the Company issued 10,400 shares of common stock for $.50 per
share.

On June 2, 2003, the Company issued 10,000 shares of common stock for $.50 per
share.

On June 26, 2003, the Company issued 23,000 shares of common stock for $.50
per share


                               F-16

<PAGE> 30


                        JAVA EXPRESS, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

NOTE 8 - COMMON STOCK TRANSACTIONS (Continued)

On July 9, 2003, the Company issued 5,000 shares of common stock for $.50 per
share.

On July 17, 2003, the Company issued 8,000 shares of common stock for $.50 per
share.

On July 23, 2003, the Company issued 1,600 shares of common stock for $.50 per
share.

On September 29, 2004, the Company issued 1,200,000 shares of common stock in
connection with the acquisition of K-Com Business Coaching.

NOTE 9 - ECONOMIC DEPENDENCE

     The Company has provided services for its clients on a per job basis.
There is no guarantee of future revenue from its existing clientele and
therefore the Company is entirely dependent on the efforts of its President to
generate interest in its services.  While the Company is actively marketing
its services to attract new clients, future operations of the Company may be
impacted if it is unable to enter into contracts to provide future services.



                               F-17

<PAGE> 31

ITEM 8:   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


ITEM 8A:  CONTROLS AND PROCEDURES

Our chief executive officer who also acts as our chief financial officer
evaluated our disclosure controls and procedures as of the end of the period
covered by this report and concluded that our controls and procedures are
effective.

During the fourth quarter of the year ended March 31, 2006 there were
no significant changes in our internal controls or in other factors
that could significantly affect these controls, and no significant
deficiencies or material weaknesses of internal controls that would require
corrective action were identified during that period.


ITEM 8B:  OTHER INFORMATION

Subsequent to our year end, on June 1, 2006, we filed a Form 8K current report
reporting the resignation of Lance Musicant as our President and sole director
and the appointment of Howard Abrams to those positions.  Mr. Abrams was
already a key person for Java Express and a principal in K-Com at the time of
its acquisition through its dissolution in January of 2006.


                             PART III

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Identification of Officers and Directors
----------------------------------------

The following comprise the officers and sole director of Java Express and all
persons nominated or chosen to be such. The term of office for our sole
director is one year, or until his successor is elected and qualified at our
annual meeting of shareholders, subject to ratification by the shareholders.
The term of office for each officer is one year or until a successor is
elected and qualified and is subject to removal by the Board of Directors. Our
Board of Directors currently consists of only one director.

     NAME                AGE    POSITION                 SINCE
     ----------------------------------------------------------

     Howard Abrams       46     Director
                                President, CEO           MAY 2006
                                Secretary, and CFO,

Howard Abrams did not serve as an officer director during our fiscal year
ended March 31, 2006, having assumed the above positions upon the resignation
of Lance Musicant on May 30, 2006.  Lance Musicant was our sole director from
inception in December of 2001 until that date.

                               -32-

<PAGE>

Business Experience of Officer/Director
---------------------------------------

Howard Abrams is currently our sole director, CEO, CFO, President and
Secretary. He served as an officer and director of K-Com, which we acquired on
September 29, 2004, and performed consulting services through K-Com since
prior to our acquisition of the business.  He has been a self-employed
business consultant to many private corporations since 1997 although began
performing those services through K-Com in mid July 2004. Prior to that he had
extensive experience in business including the development and ownership of a
retail appliance chain, and by serving as an officer of several corporations.
Mr. Abrams studied mathematics and psychology at Brigham Young University in
Provo, Utah.

Lance Musicant served as our President and sole director during the period
covered by this report and since our inception.  He resigned those positions
on May 30, 2006. From 2000-2003, he served as Vice-President of BioGenetec, a
corporation developing an herbal allergy medication located in Newport Beach,
California.  He managed day-to day operations for the company including
production and business development, marketing and administration.  Mr.
Musicant was the managing partner of Musicant Management from 1996 - 2002.
Musicant Management was a California sole proprietorship which furnished
consulting and management for small businesses including a coffee shop dba the
Coffee Gallery. Lance Musicant started and managed the Coffee Gallery, a 1,200
sq. foot coffee shop in Santa Ana, California in 1997 through 2000 when it
closed. He oversaw daily operations, accounting, buying and management of 6
employees. From 2000 to the present, Mr. Musicant has also been an independent
business consultant and financial planner. Mr. Musicant has a BS in Computers
and a Masters in Business Administration.  He graduated SUMMA CUM LAUDE with
honors in 1982 and 1990 respectively from the University of San Moritz in
London, England.

Involvement in Other Public Companies.
-------------------------------------

There is no involvement of Howard Abrams in any public companies.

Significant Employees
---------------------

We have no employees other than our sole officer/director in that he performs
most of our day to day operations, our consulting services and administrative
tasks.

No Involvement in Certain Legal Proceedings
-------------------------------------------

During the past five years, no director:

..    has filed a petition under federal bankruptcy laws or any state
     insolvency law, nor had a receiver, fiscal agent or similar officer
     appointed by a court for the business or property of such person, or any
     partnership in  which he was a general partner at or within two years
     before the time of such filing, or any corporation or business
     association of which he was an executive officer at or within two years
     before the time of such filing;

..    was convicted in a criminal proceeding or named subject of a pending
     criminal proceeding (excluding traffic violations and other minor
     offenses);


                               -33-

<PAGE>

..    was the subject of any order, judgment or decree, not subsequently
     reversed, suspended or vacated, of any court of competent jurisdiction,
     permanently or temporarily enjoining him or her from or otherwise
     limiting  his/her involvement in any type of business, securities or
     banking  activities;

..    was found by a court of competent jurisdiction in a civil action, by
     the Securities and Exchange Commission or the Commodity Futures Trading
     Commission, to have violated any federal or state securities law, and
     the judgment in such civil action or finding by the Securities and
     Exchange Commission has not been subsequently reversed, suspended, or
     vacated.

Family Relationships
--------------------

None

Audit Committee Financial Expert
--------------------------------

Because we have minimal operations we do not have an audit committee serving
at this time.  Accordingly, we do not have an audit committee financial expert
serving on an audit committee.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and persons who own more than five percent of a registered
class of our equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
common stock and our other equity securities.  Officers, directors and greater
than ten-percent beneficial owners are required by SEC regulations to furnish
us with copies of all Section 16(a) reports they file.  Based solely upon
review of the copies of such forms furnished to us during the fiscal year
ended March 31, 2006, we believe that all required forms were filed timely.

Code of Ethics
--------------

We have adopted a code of ethics for our principal financial, executive and
accounting officer(s), and other persons performing such similar functions
which has been previously filed as an exhibit to our Form 10-KSB for our year
ended March 31, 2004.


ITEM 10: EXECUTIVE COMPENSATION

Compensation of Executive Officers/CEO
---------------------------------------

None of our named executive officers received any cash compensation, bonuses,
stock appreciation rights, long term compensation, stock awards or long-term
incentive rights in excess of $100,000 from us during the past three fiscal
years.  Mr. Musicant performed $29,000 in services during the year ended March
31, 2006.  He received $4,000 and we have recorded $25,000 in unpaid
compensation.  Lance Musicant served as CEO during the March 31, 2006 year
ended and since 2001. Mr. Musicant did not receive any compensation in the
prior years.  Howard Abrams, our current CEO, did not begin serving as CEO
until subsequent to our year end.

                               -34-

<PAGE>


Compensation of Directors
-------------------------

We do not have any standard arrangement for compensation of our directors for
any services provided as director, including services for committee or
participation or for special assignments.


ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         AND RELATED STOCKHOLDER MATTERS

Security Ownership of Management
--------------------------------

The following table sets forth the share holdings of our sole director and
executive officers as of the current date, based on 5,701,000 shares issued
and outstanding.  Each of these persons has sole investment and sole voting
power over the shares indicated. All share are common shares.


                            Management
                            ----------

                           No. of Shares
Name, Address              Beneficially
and Position               Owned (1)         Percent of Class
----------------------------------------------------------------------------

  Howard Abrams(2)           1,000,000                17.54%
  3125 East Kennedy Dr.
  Suite 703
  Salt Lake City, Utah 84108
  Director, President
  Chief Executive &
  Financial Officer

  Officers and Directors     1,000,000                17.54%
  as a Group (1 person)

(1)   Share ownership is direct
(2)   As of our year ended March 31, 2006, these positions were held by Lance
      Musicant who resigned on May 30, 2006.  Lance Musicant owned 1,000,000
      shares or 17.54% at our year end which he has since sold  (See table
      below.)

Security Ownership of Certain Beneficial Owners
-----------------------------------------------

The following table sets forth the stock holdings of those persons who are
known to us to be the beneficial owners of more than 5% of our common stock as
of the current date, based on 5,701,000 shares issued and outstanding.  Each
of these persons has sole investment and sole voting power over the shares
indicated. All shares are common shares.

                               -35-

<PAGE>

                    Certain Beneficial Owners
                     ------------------------

                           No. of Shares
Name, Address              Beneficially
and Position               Owned (1)         Percent of Class
----------------------------------------------------------------------------

  Mark Sansom(2)             1,000,000(2)         17.54%
  4985 Memory Lane
  Salt Lake City UT 84117

  Kelly Trimble(3)             950,000            16.67%
  175 So. Main St. #1230
  Salt Lake City UT 84111

  Joshua Musicant(3)           400,000             7.02%
  1855 Sherington Pl.
  #M-102
  Newport Beach, CA 92663

  Wallapha Saipreecha          400,000             7.02%
  575 Oakmont Pl #2703
  Las Vegas NV 89109

  Michael Fischella            300,000             5.26%
  1855 Sherington Pl.
  #M-102
  Newport Beach, CA 92663

  Nick Fischella               300,000             5.26%
  1855 Sherington Pl.
  #M-102
  Newport Beach, CA 92663

  Dominion World               300,000             5.26%
  Investments (5)
  3945 So. Wasatch Dr.
  Salt Lake City, Utah 84124

  Howard Abrams(6)           1,000,000            17.54%
  3125 East Kennedy Dr.
  Suite 703
  Salt Lake City, Utah 84108

(1)   All share ownership is direct except 200,000 shares of Kelly Trimble
      are held in the name of Dustin Graves.
(2)   Mark Sansom acquired these shares from Lance Musicant who resigned as
      an officer director subsequent to our year end on May 30, 2006.
(3)   Kelly Trimble purchased 750,000 of these shares from Allen Musicant, a
      former officer, in a private transaction on May 23, 2006. As of our year
      end Allen Musicant owned 1,000,000 shares or 17.54%.  He sold the other
      250,000 shares to another individual.  Kelly Trimble has the right to
      acquire an additional 60,000 shares of our stock under a convertible
      note.
(4)   Joshua Musicant is a cousin of our former president, Lance Musicant.
(5)   Dominion World Investments is an entity controlled by Sheldon Cohen;
      and, for a short period of time, Lance Musicant controlled it.
(6)   Sole officer/director of Java since the resignation of Lance Musicant
      subsequent to our year end on March 31, 2006.

                               -36-

<PAGE>

SEC Rule 13d-3 generally provides that beneficial owners of securities include
any person who, directly or indirectly, has or shares voting power and/or
investment power with respect to such securities, and any person who has the
right to acquire beneficial ownership of such security within 60 days. Any
securities not outstanding which are subject to such options, warrants or
conversion privileges exercisable within 60 days are treated as outstanding
for the purpose of computing the percentage of outstanding securities owned by
that person.  Such securities are not treated as outstanding for the purpose
of computing the percentage of the class owned by any other person.  At the
present time there are no outstanding options or warrants. However there are
two outstanding notes with conversion privileges.

Change in Control
-----------------

Subsequent to our year end, on May 23, 2006,  Kelly Trimble and Mark Sansom
who now owns 16.67% and 17.54% respectively of our outstanding shares, made it
known their intention to introduce potential acquisition candidates to Java
Expess, Inc., which could, if consummated, result in a change in control.  As
of this date there are no understandings or commitments regarding any such
transaction.  However, if a favorable situation were to present itself through
Mr. Trimble, or Mr. Sansom, or another individual, it could result in a change
of control.

Other than the above, to the best of our knowledge, there are no contractual
arrangements or pledges of our securities which may at a subsequent date
result in a change of our control.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management
-----------------------------

There have been no transactions, series of similar transactions, currently
proposed transactions, or series of currently proposed similar transactions,
to which we were or are to be a party, in which the amount involved exceeded
$60,000 and in which any director or executive officer, or any security holder
who is known to us to own of record or beneficially more than five percent of
our common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.

The following transactions occurred with management/5% shareholders in the
last three years, none of which exceeded $60,000 value:

..     Mr. Lance Musicant a former officer/director, was a party to three notes
      with an aggregate principal of $6,860 for funds advanced to us during
      2004. The notes were due and payable on December 31, 2004 were paid with
      available-sale-securities valued at the time of the transaction (March
      28, 2005) at $11,000. During the period ended March 31, 2006, he
      received $2,000 for use of his home as Java's office. He did not receive
      rent during prior years.  During the same period he performed $29,000 in
      services; he was paid $4,000 and $25,000 are due and owing.

..     Howard Abrams became an affiliate as a result of the acquisition of
      K-Com in September of 2004; he now owns a little over 17% of Java and is
      our sole director/officer.  Although he receives compensation for
      services consulting services performed, there is no employment agreement
      in effect and the value of any services performed was less than $60,000;
      it is anticipated to be less than $60,000 in our next fiscal year; and,
      is at a rate that is considered fair in the industry.

                               -37-

<PAGE>

..     Subsequent to our March 31, 2006 year end, Kelly Kimble became a
      16% shareholder through the purchase of 750,000 shares of common stock
      owned by Allen Musicant, a former officer.  Mr Trimble purchased these
      shares for investment purposes, may purchase additional shares from
      other shareholders, and intends to introduce possible acquisition
      candidates to Java.  Mr. Trimble loaned us $6,000 during the year, prior
      to becoming an affiliate, under a convertible note.

..     Subsequent to our March 31, 2006 year end, Mark Sansom purchased
      1,000,000 shares from our then former president, Lance Musicant,
      in a private transaction; Mr. Sansom purchased the shares for
      investment purposes but intends to present potential acquisitions to
      Java.

..     Dominion World Investments provided $5,000 in revenue to us in exchange
      for business plan preparation services; Dominion is a 5% shareholder.

Transactions with Promoters
---------------------------

The following persons can be considered promoters and have been involved with
Java Express, Inc. either directly or indirectly in the last three years:

     .     Our former officers, Allen and Lance Musicant, to the extent that
           such individuals are founders and organizers and able to
           direct our business operations, and whose transactions with Java
           Express are discussed above; and

     .     Mr. John Chris Kirch who could be considered a promoter because he
           (1) assisted us in incorporation and acted as our resident agent
           temporarily through Zurickirch Corp., a company which he was sole
           director of; (2) acted as our registered selling agent in our State
           of Nevada offering conducted under Rule 504; (3)occasionally
           provided us with consulting services on business strategies and
           development; (4)loaned us $16,000 in April 2003 through a
           company then controlled by him, Dominion World Investments; (5)
           loaned us $12,935 during our year ended March 31, 2004 through a
           company controlled by him, Kirch Communications; and (6) loaned us
           $7,000 in June of 2004. Mr. Kirch has performed consulting
           services for us at various times either himself or through
           entities controlled by him or, his wife, Stephanie Harnicher.  Mr.
           Kirch did not receive any compensation for his initial services of
           incorporation or in his temporary capacity as resident agent; nor
           did he receive compensation as our selling agent in our offering.
           He resigned from Dominion World Investment prior to that loan being
           repaid (in stock) in July of 2003.  The terms of his notes are
           discussed below. Mr. Kirch received approximately $300 during the
           year ended March 31, 2005 for services; during the year ended March
           31, 2006, he received $18,361 for marketing services performed
           through JC Monavie Mission, Inc. and his wife, Ms. Harnicher,
           received $11,600 for business coaching services performed through
           Trio Health Sciences, Inc.

     .     Shannon Kirch, is the daughter of John Chris Kirch and therefore
           could be considered a related party; she loaned us $143,500 on
           August 17, 2004.  She also provided marketing services totaling
           $26,147 in the past two years through Noble Quest, Inc.

The foregoing are the only promoters of Java Express. Other than the
transactions discussed above (and further detailed under "Convertible Notes"
below) and under "Transactions with Management", there have been no

                               -38-

<PAGE>

transactions with promoters.  Management believes that the transactions with
related parties, including those with Mr. Kirch, his wife and daughter, are on
terms that are as favorable to us as those generally available from
unaffiliated third parties except that the satisfaction of Lance Musicant's
notes was slightly more favorable to Mr. Musicant than Java Express.

The Convertible Notes
---------------------

    Kirch Notes paid with equipment and shares of iMedia
    ----------------------------------------------------

John Chris Kirch, through an entity controlled by him, Kirch Communications,
loaned us an aggregate of $12,935 during the first quarter of 2004 in
accordance with two separate convertible notes. The notes had an imputed
interest rate of prime plus 2%. Under the terms of the notes, Mr. Kirch was
entitled to 150,000 shares of our common stock upon conversion. The conversion
date was after June 30, 2004 but no later than December 31, 2004.

On June 21, 2004, we exchanged all of the remaining equipment/furniture
related to our discontinued coffee kiosk business as well 15,242 of shares of
iMedia International, Inc., for repayment of the two notes payable to Mr.
Kirch and one additional note in the principal amount of $10,000 due and
payable to Ms. Stephanie Harnicher, an unrelated party. The notes, in the
aggregate principal amount of $22,935 were considered satisfied.   The iMedia
shares traded on the pink sheets at a market price of $2.00 per share on the
date of the exchange. This transaction was not negotiated at an arms length
basis; however, we believe that the terms of the transaction were not less
favorable than what we would have obtained from an unrelated third party
should we have sold the equipment for cash.  The transaction was valued at
approximately $53,600.

      Kirch Notes paid as part of the acquisition transaction
      -------------------------------------------------------

John Chris Kirch loaned us an additional $7,000 during our fiscal year ended
March 31, 2005: $5,000 on June 22, 2004 and $2,000 on June 29, 2005. The notes
were paid as part of the acquisition of K-Com on September 29, 2004.

     Shannon Kirch (family member of John Chris Kirch) Note
     ------------------------------------------------------

Shannon Kirch, the daughter of John Chris Kirch, loaned Java Express $143,700
in late August 2004. The terms of the note are discussed under "ITEM 6.
MANAGEMENTS DISCUSSION AND ANALYSIS . . ., Convertible Notes" on page 8.

      Kelly Trimble Note
      ------------------

Mr. Kelly Trimble, who became an affiliate subsequent to our year end, loaned
us $6,000 during our fiscal year. The terms of the note are discussed under
"ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS . . ., Convertible Notes" on page
8. Mr. Kimble was not an affiliate at the time the loan was made.

Resolving Conflicts of Interest
-------------------------------

Our directors must disclose all conflicts of interest and all corporate
opportunities to the entire board of directors; currently, however, we have
only one director.  Any transaction involving a conflict of interest engaged
in by Java Express, Inc. shall be on terms not less favorable than that which
could be obtained from an unrelated third party. There are not now nor have
there been any material conflicts of interest since inception.

                               -39-

<PAGE>

ITEM 13: EXHIBITS

Exhibits    Description
---------   -----------

 2.1   Agreement and Plan of Reorganization dated September 29, 2004 between
       Java Express, Inc. and K-Com Business Coaching Corp.(2)
 3.1   Articles of Incorporation as amended (1)
 3.2   Bylaws (2)
10.1   Convertible Note dated 01/22/04: $8,435 (3)
10.2   Convertible Note dated 02/02/04: $10,000 (3)
10.3   Convertible Note dated 03/04/04: $4,500 (3)
10.4   Agreement re: Payment of Notes with Sale of Equipment
10.5   Convertible Note dated May 7, 2004:   $4,510 (4)
10.6   Convertible Note dated June 7, 2004:  $2,300 (4)
10.7   Convertible Note dated June 29, 2004: $2,000 (4)
10.8   Convertible Note dated June 22, 2004: $5,000 (4)
10.9   Convertible Note dated August 17, 2004: $143,700 (5)
10.10  Convertible Note dated October 25, 2005: $6,000 (8)
10.11  Loan Settlement Agreement, dated March 28, 2005 (7)
14.1   Code of Ethics (3)
21.1   Subsidiaries (7)
31.1   Chief Executive Officer Certification *
31.2   Chief Financial Officer Certification *
32.1   Section 1350 Certification *
------------------------------------------------------------------------------
(1)   Filed with our initial Form 10SB Registration Statement on January 12,
      2004.
(2)   Filed as Exhibit 2.0 to Form 8-K filed with the Securities and Exchange
      Commission on October 5, 2004
(3)   Filed with our Form 10-KSB for March 31, 2004 on July 14, 2004.
(4)   Filed with Form 10QSB for June 30, 2004 on August 9, 2004.
(5)   Filed with Form 10QSB for December 31, 2004 on February 14, 2005
(7)   Filed with Form 10KSB for March 31, 2005 on
(8)   Filed with Form 10QSB for December 31, 2005 on February 14, 2006


ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fee
---------

The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal account for the audit of our
annual financial statement and review of financial statements included in our
Form 10-QSB reports and services normally provided by the accountant in
connection with statutory and regulatory filings or engagements were $ 11,420
for our year ended March 31, 2005 and $20,165 for our fiscal year ended March
31, 2006.

Audit-Related Fees
------------------

There were no fees for other audit related services for our fiscal years ended
March 31, 2005 and 2006.


                               -40-

<PAGE>

Tax Fees
--------

The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning were $250 for fiscal year ended March 31, 2005
and $200 for fiscal year ended March 31, 2006 and consisted of tax preparation
services.

All Other Fees
--------------

There were no other aggregate fees billed in either of the last two fiscal
years for products and services provided by the principal accountant, other
than the services reported above.

We do not have an audit committee currently serving and as a result our board
of directors performs the duties of an audit committee. Our board of directors
will evaluate and approve in advance, the scope and cost of the engagement of
an auditor before the auditor renders audit and non-audit services. We do not
rely on pre-approval policies and procedures.


                               -41-

<PAGE>


                            SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date: July 13, 2006                  JAVA EXPRESS, INC.

                                     /s/ Howard Abrams
                                  By:_________________________________________
                                     Howard Abrams
                                     President and Director
                                     Principal Executive and Financial Officer



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.

Date: July 13, 2006                  /s/ Howard Abrams
                                     _________________________________________
                                     Howard Abrams
                                     President and Director
                                     Principal Executive and Financial Officer








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