UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB





[xx]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2005



Commission file Number:  000-28237



EYE CATCHING MARKETING CORPORATION

(Exact name of small business issuer as specified in its charter)



Nevada

(State or other jurisdiction of incorporation or organization)



98-0204678

(I.R.S. Employer Identification Number)



Suite 810

1708 Dolphin Avenue

Kelowna, British Columbia, V1Y 9S4

(Address of principal executive offices)



(250) 868-8177

(Issuer's telephone number)





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [ X ] Yes  [   ] No



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

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



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  500,000 common shares as at February 10, 2006



Transitional Small Business Disclosure Format (check one):  Yes [  ]    No [ X ]





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EYE CATCHING MARKETING CORPORATION





INDEX



PART 1.

FINANCIAL INFORMATION



Item 1.

Financial Statements



Balance Sheet as of December 31, 2005 (unaudited)



Statements of Operations for the three months

ended December 31, 2005 and 2004 (unaudited)



Statements of Cash Flows for the three months

ended December 31, 2005 and 2004 (unaudited)



Condensed Notes to Financial Statements



Item 2

Plan of Operation



Item 3

Controls and Procedures



PART II.

OTHER INFORMATION



Item 1

Legal Proceedings



Item 2

Unregistered Sales of Equity Securities and Use of Proceeds



Item 3

Defaults Upon Senior Securities



Item 4

Submission of Matters to a Vote of Security Holders



Item 5

Other Information



Item 6

Exhibits and Reports on Form 8K





SIGNATURES







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|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|-------------------------------------------------------------------------------------------- | ---------------------------------------------------- | ---------------------------- | ------------------------------------------------ | -------- | ----- | ------------ | ------- | ----- | -------------
|EYE CATCHING MARKETING CORPORATION                                                           |                                                      |                              |                                                  |          |      
|(A Development Stage Enterprise)                                                             |                                                      |                              |                                                  |          |      
|BALANCE SHEETS                                                                               |                                                      |                              |                                                  |          |      
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|                                                                                             |                                                      |                              |                                                  |          |       | December 31, |         |       |              
|                                                                                             |                                                      |                              |                                                  |          |       | 2005         |         |       | September 30,
|                                                                                             |                                                      |                              |                                                  |          |       | (unaudited)  |         |       | 2005         
|ASSETS                                                                                       |                                                      |                              |                                                  |          |       |              |        
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|CURRENT ASSETS                                                                               |                                                      |                              |                                                  |          |      
|                                                                                             | Cash                                                 |                              |                                                  | $        | 8,309 |              | $       | 4,152
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|TOTAL ASSETS                                                                                 | $                                                    | 8,309                        |                                                  | $        | 4,152
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                        |                                                      |                              |                                                  |          |      
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|CURRENT LIABILITIES                                                                          |                                                      |                              |                                                  |          |      
|                                                                                             | Accounts payable and accrued liabilities             | $                            | 2,991                                            |          | $     | 4,048       
|                                                                                             | Indebtedness to related party                        |                              | 16,000                                           |          |       | 9,000       
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|                                                                                             |                                                      | TOTAL CURRENT LIABILITIES    |                                                  | 18,991   |       |              | 13,048 
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|COMMITMENTS AND CONTINGENCIES                                                                |                                                      | -                            |                                                  |          | -    
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|STOCKHOLDERS' DEFICIT                                                                        |                                                      |                              |                                                  |          |      
|                                                                                             | Common stock, 100,000,000 shares authorized; $0.0001 |                              |                                                  |          |       |             
|                                                                                             |                                                      |                              | par value; 500,000 shares issued and outstanding |          | 50    |              |         | 50   
|                                                                                             | Additional paid-in capital                           |                              | 42,270                                           |          |       | 42,270      
|                                                                                             | Accumulated deficit during development stage         |                              | (53,002)                                         |          |       | (51,216)    
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|                                                                                             |                                                      | TOTAL STOCKHOLDERS'  DEFICIT |                                                  | (10,682) |       |              | (8,896)
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                  | $                                                    | 8,309                        |                                                  | $        | 4,152
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|                                                                                             |                                                      |                              |                                                  |          |       |              |         |       |              
|The accompanying condensed notes are an integral part of these interim financial statements. |                                                      |                              |                                                  |         









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|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|-------------------------------------------------------------------------------------------- | -------------------------------------------- | ----------------------------- | ------- | ------- | ------- | ------- | ------------ | -------- | ------------ |  | --------------
|EYE CATCHING MARKETING CORPORATION                                                           |                                              |                               |         |         |         |         |             
|(A Development Stage Enterprise)                                                             |                                              |                               |         |         |         |         |             
|STATEMENTS OF OPERATIONS                                                                     |                                              |                               |         |         |         |         |             
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  | From          
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  | March 3,      
|                                                                                             |                                              |                               |         |         |         |         | Three Months |          | Three Months |  | 1997          
|                                                                                             |                                              |                               |         |         |         |         | Ended        |          | Ended        |  | (Inception) to
|                                                                                             |                                              |                               |         |         |         |         | December 31, |          | December 31, |  | December 31,  
|                                                                                             |                                              |                               |         |         |         |         | 2005         |          | 2004         |  | 2005          
|                                                                                             |                                              |                               |         |         |         |         | (unaudited)  |          | (unaudited)  |  | (unaudited)   
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|REVENUES                                                                                     |                                              |                               | $       | -       | $       | -       | $            | -       
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|EXPENSES                                                                                     |                                              |                               |         |         |         |         |              |         
|                                                                                             | Selling, general and administrative expenses |                               |         | 1,786   |         | 1,352   |              | 52,997  
|                                                                                             | Interest expense                             |                               |         | -       |         | -       |              | 5       
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|                                                                                             |                                              | TOTAL EXPENSES                |         |         | 1,786   |         | 1,352        |          | 53,002      
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|LOSS FROM OPERATIONS                                                                         |                                              |                               | (1,786) |         | (1,352) |         | (53,002)    
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|LOSS BEFORE TAXES                                                                            |                                              |                               | (1,786) |         | (1,352) |         | (53,002)    
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|INCOME TAXES                                                                                 |                                              |                               | -       |         | -       |         | -           
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|NET LOSS                                                                                     |                                              |                               | $       | (1,786) | $       | (1,352) | $            | (53,002)
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|                                                                                             | NET LOSS PER COMMON SHARE,                   |                               |         |         |         |         |              |         
|                                                                                             |                                              | BASIC AND DILUTED             |         | $       | nil     | $       | nil          |          |             
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|                                                                                             | WEIGHTED AVERAGE NUMBER                      |                               |         |         |         |         |              |         
|                                                                                             |                                              | OF COMMON SHARES OUTSTANDING, |         |         |         |         |              |          |             
|                                                                                             |                                              | BASIC AND DILUTED             |         |         | 500,000 |         | 500,000      |          |             
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|                                                                                             |                                              |                               |         |         |         |         |              |          |              |  |               
|The accompanying condensed notes are an integral part of these interim financial statements. |                                              |                               |         |        







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|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          |               
|-------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | --------------------------------------------------------------- | ----- | ------- | ------------ | ---- | ------- | ------------ | ------ | -------- | --------------
|EYE CATCHING MARKETING CORPORATION                                                           |                                                                             |                                                                 |       |         |              |      |         |             
|(A Development Stage Enterprise)                                                             |                                                                             |                                                                 |       |         |              |      |         |             
|STATEMENTS OF CASH FLOWS                                                                     |                                                                             |                                                                 |       |         |              |      |         |             
|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          |               
|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          | From          
|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          | March 3,      
|                                                                                             |                                                                             |                                                                 |       |         | Three Months |      |         | Three Months |        |          | 1997          
|                                                                                             |                                                                             |                                                                 |       |         | Ended        |      |         | Ended        |        |          | (Inception) to
|                                                                                             |                                                                             |                                                                 |       |         | December 31, |      |         | December 31, |        |          | December 31,  
|                                                                                             |                                                                             |                                                                 |       |         | 2005         |      |         | 2004         |        |          | 2005          
|                                                                                             |                                                                             |                                                                 |       |         | (unaudited)  |      |         | (unaudited)  |        |          | (unaudited)   
|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          |               
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                        |                                                                             |                                                                 |       |         |              |      |         |             
|                                                                                             | Net loss                                                                    |                                                                 | $     | (1,786) |              | $    | (1,352) |              | $      | (53,002)
|                                                                                             | Adjustments to reconcile net loss to net cash used in operating activities: |                                                                 |       |         |              |      |         |              |       
|                                                                                             |                                                                             | Increase (decrease) in accounts payable and accrued liabilities |       | (1,057) |              |      | 1,334   |              |        | 2,991   
|                                                                                             |                                                                             | Net cash used by operating activities                           |       | (2,843) |              |      | (18)    |              |        | (50,011)
|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          |               
|CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:                                                 |                                                                             | -                                                               |       |         | -            |      |         | -           
|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          |               
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:                                                 |                                                                             |                                                                 |       |         |              |      |         |             
|                                                                                             | Issuance of common stock                                                    |                                                                 | -     |         |              | -    |         |              | 50    
|                                                                                             | Capital contributed by an affiliate                                         |                                                                 | -     |         |              | -    |         |              | 42,270
|                                                                                             | Proceeds from related party advances                                        |                                                                 | 7,000 |         |              | -    |         |              | 16,000
|                                                                                             |                                                                             | Net cash provided by financing activities                       |       | 7,000   |              |      | -       |              |        | 58,320  
|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          |               
|                                                                                             | NET INCREASE IN CASH                                                        |                                                                 | 4,157 |         |              | (18) |         |              | 8,309 
|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          |               
|CASH, BEGINNING OF PERIOD                                                                    |                                                                             | 4,152                                                           |       |         | 567          |      |         | -           
|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          |               
|CASH, END OF PERIOD                                                                          | $                                                                           | 8,309                                                           |       | $       | 549          |      | $       | 8,309       
|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          |               
|SUPPLEMENTAL CASH FLOW INFORMATION:                                                          |                                                                             |                                                                 |       |         |              |      |         |             
|                                                                                             | Interest paid                                                               | $                                                               | -     |         | $            | -    |         | $            | 5     
|                                                                                             | Income taxes paid                                                           | $                                                               | -     |         | $            | -    |         | $            | -     
|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          |               
|NON-CASH TRANSACTIONS:                                                                       |                                                                             |                                                                 |       |         |              |      |         |             
|                                                                                             | 500,000 shares of common stock issued for services                          | $                                                               | -     |         | $            | -    |         | $            | 50    
|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          |               
|                                                                                             |                                                                             |                                                                 |       |         |              |      |         |              |        |          |               
|The accompanying condensed notes are an integral part of these interim financial statements. |                                                                             |                                                                 |       |         |              |     









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NOTE 1  BASIS OF PRESENTATION



The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Regulation S-B as promulgated by the Securities and Exchange Commission.  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended September 30, 2005.  In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.  Operating results for the three-month period ending December 31, 2005 are not necessarily indicative of the results that may be expected for the year ending September 30, 2006.



The Company is a blank check company.  It was organized to evaluate, structure and complete a merger with, or acquisition of, a privately owned corporation.



Interim financial data presented herein are unaudited.





NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Going Concern

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



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







Recent Accounting Pronouncements

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



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



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







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



Use of Estimates

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



NOTE 3  RELATED PARTY TRANSACTIONS



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



RD Capital has assumed responsibility for funding the Companys limited operations.  The Company accounts for such proceeds as contributed capital or as indebtedness to a related party.  During the year ended September 30, 2004, RD Capital made contributions to the Company totaling $8,090.  No capital contributions were made during the year ended September 30, 2005.  As of December 31, 2005, RD Capital has contributed a total of $42,270 on behalf of the stockholders, which is included in the accompanying financial statements as additional paid-in capital.  RD Capital does not expect to be repaid for its capital contributions to the Company.



During the period ended December 31, 2005, RD Capital loaned $7,000 to the Company.  During the year ended September 30, 2005, RD Capital loaned $9,000 to the Company.  Both loans are non-interest bearing, not collateralized, and are payable on demand.



NOTE 4  COMMON STOCK



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







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PLAN OF OPERATIONS



The following discussion of the plan of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this quarterly report for the three months ended June 30, 2005.  This quarterly report contains certain forward-looking statements and the Company's future operation results could differ materially from those discussed herein.



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



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



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



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



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



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



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



General Business Plan



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



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



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



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



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



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the available technical, financial and managerial resources;

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working capital and other financial requirements;

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history of operations, if any;

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prospects for the future;

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nature of present and expected competition;

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

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the potential for further research, development, or exploration;

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

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the potential for growth or expansion;

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the potential for profit;

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

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name identification; and

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other relevant factors.



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



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



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



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



Acquisition of Opportunities



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



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



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



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



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



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



Competition



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



Item 3 - Controls and Procedures



As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being December 31, 2005, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures.  This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer.  Based upon that evaluation, our president and chief executive officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.  There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.



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



PART II

OTHER INFORMATION



Item 1.

LEGAL PROCEEDINGS



None



Item 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



None



Item 3

DEFAULTS UPON SENIOR SECURITIES



None



Item 4

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



In lieu of a meeting of stockholders, by consent resolutions dated December 29, 2005 of stockholders representing 60.8% of the issued and outstanding common shares of the Registrant, the stockholders re-appointed Robert Hemmerling and Devinder Randhawa as members of the board of directors until the next annual general meeting of the Registrants stockholders.  The stockholders also appointed the firm of Williams & Webster, P.S. of Spokane, Washington, as its independent accountants for the fiscal year 2005/2006 and also approved the Registrants audited financial statements for the year ended September 30, 2005.



Item 5

OTHER INFORMATION



None



Item 6

EXHIBITS AND REPORTS ON FORM 8-K



(a)

Exhibits



31.1

Section 302 Certification of Chief Executive Officer

31.2

Section 302 Certification of Chief Financial Officer

32

Section 906 Certification



(b)

Reports on Form 8-K



The Registrant filed a Form 8K on December 19, 2005 with respect to the change of its independent accountants.



SIGNATURES



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



EYE CATCHING MARKETING CORPORATION





Dated:  February 10, 2006

Per:

/s/Robert Hemmerling

Robert Hemmerling,

President, C.E.O. and Director