SEC Info - Modern City Entertainment Inc. - ‘10-12G/A’ on 12/19/03

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Modern City Entertainment Inc. – ‘10-12G/A’ on 12/19/03

On: Friday, 12/19/03, at 1:08pm ET · Accession #: 1170423-3-153 · File #: 0-50468

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/19/03  Modern City Entertainment Inc.    10-12G/A               1:105K                                   Fast Co Mgmt Inc./FA

Amendment to Registration of Securities (General Form) — Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G/A    Form 10-12G Amendment #1                              38    202K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationships and Related Transactions Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Conflicts of Interest Description of Business Description of Securities Directors and Executive Officers Executive Compensation Form of Acquisition General Indemnification of Directors and Officers Investigation and Selection of Business Opportunities Legal Proceedings Management's Discussion and Analysis or Plan of Operations Market for Registrant's Common Stock and Security Holder Matters Properties Recent Sales of Unregistered Securities Risk Factors Security Ownership of Certain Beneficial Owners and Management
1	1st Page - Filing Submission
2	Item 1. Description of Business
"	General
4	Investigation and Selection of Business Opportunities
7	Form of Acquisition
9	Risk Factors
14	Item 2. Management's Discussion and Analysis or Plan of Operations
16	Item 3. Properties
"	Item 4. Security Ownership of Certain Beneficial Owners and Management
17	Item 5. Directors and Executive Officers
"	Conflicts of Interest
18	Item 6. Executive Compensation
"	Item 7. Certain Relationships and Related Transactions
19	Item 8. Description of Securities
20	Item 1. Market for Registrant's Common Stock and Security Holder Matters
"	Item 2. Legal Proceedings
"	Item 3. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
"	Item 4. Recent Sales of Unregistered Securities
21	Item 5. Indemnification of Directors and Officers

10-12G/A 1st Page of 38 TOC ↑Top Previous Next ↓Bottom Just 1st
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-SB

Amendment #1

General Form for Registration of Securities of Small Business Issuers Under 
Section 12 (B) or (G) of the Securities Exchange Act of     
1934

eCourierCorps Inc.
 -----------------------------------------------------------------
 (Exact Name of Small Business Issuer as specified in its charter)

Washington                                 98-0206033         
---------------------------------------------       ----------------------------
(State or other jurisdiction of incorporation       (IRS Employer Identification
or organization)                                    Number)                     

1000 Second Avenue, Suite 1710                                                  

Seattle, Washington                                  98104                      
------------------------------------------           ---------------------------
(Address of principal executive offices)                       (zip code)       

(206) 910-2687
--------------------------
(Issuers telephone number)

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

None

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

 Common Stock, Par Value $0.0001 Per Share
 -----------------------------------------
(Title of Class)

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PART I                                                                          

Item 1            Description of Business                                       

General                                                                         

eCouriercorps Inc, is a development stage Company  incorporated on September 23,
1996 under the laws of the state of Texas.  The name of the  Corporation  at the
time  of  incorporation   was  Alvin  Consulting  Inc.  On  July  15,  1999  the
shareholders of the Company approved a merger with a newly incorporated  Company
in the State of  Washington,  Realty  Technologies  Inc. the surviving  Company.
Realty Technologies Inc. operates under the laws of the state of Washington.  On
August 12,  1999  shareholders  of the  Company  approved  an  amendment  to the
articles of the Company  changing  its name to Equinta  Corp.,  and on April 10,
2000 the  shareholders of the Company  approved a further change to the articles
of the Company  changing its name to Courier  Corps Inc. and on May 16, 2000 the
shareholders of the Company approved a further change in the name of the Company
to eCouriercorps Inc.                                                           

The  Company  initially  raised  proceeds   aggregating  $166,181  USD  for  the
development  of Realty  Technologies  Inc., an online real estate  valuation and
listing business.  During the course of it's development,  on November 22, 1999,
the Company sold the assets  comprising  that  business  for  $125,000  cash and
settlement of certain liabilities.  The Company then changed its business to the
development  of eCourier Corps Inc. (ECC) which was in the process of partnering
with selected  independent couriers throughout North America and creating an ECC
branded network. This network envisioned utilizing  state-of-the-art  technology
being  developed  by  ECC  and  professional  management  systems  to  secure  a
competitive  position in the supply chain for urgent delivery  opportunities  in
B2B and B2C markets arising from the e-commerce Internet revolution.            

During the course of the development of ECC the market place for venture capital
changed  considerably  and,  on  September  1,  2001,  the  Company  decided  to
discontinue  the funding of its  development  projects for a more robust capital
market and become a blank check  Company..  The  Company  has had no  commercial
operations  since such time to the date  hereof.  The Company  has no  full-time
employees and owns no real estate.                                              

The Company's current business plan is to seek, investigate,  and, if warranted,
acquire  one or more  properties  or  businesses,  and to pursue  other  related
activities  intended to enhance shareholder value. The acquisition of a business
opportunity  may be made by purchase,  merger,  exchange of stock, or otherwise,
and may encompass  assets or a business  entity,  such as a  corporation,  joint
venture, or partnership. The Company has no capital, and it is unlikely that the
Company  will  be able  to  take  advantage  of  more  than  one  such  business
opportunity.  The  Company  intends  to  seek  opportunities  demonstrating  the
potential of long-term growth as opposed to short-term earnings.                

At the present time the Company has not identified any business opportunity that
it plans to pursue,  nor has the Company  reached any  agreement  or  definitive
understanding with any person concerning an acquisition.                        

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It is  anticipated  that the  Company's  officers  and  directors  will  contact
broker-dealers  and other persons with whom they are acquainted who are involved
in corporate  finance  matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  they  represent  have an interest in
considering a merger or acquisition with the Company.  No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity,  given that no funds are  available for  acquisitions,  or that any
acquisition  that occurs will be on terms that are  favorable  to the Company or
its stockholders.                                                               

The Company's search will be directed toward small and medium-sized  enterprises
which have a desire to become public corporations and which are able to satisfy,
or anticipate in the reasonably  near future being able to satisfy,  the minimum
asset  requirements  in order to qualify shares for trading on NASDAQ or a stock
exchange  (See  "Investigation  and Selection of Business  Opportunities").  The
Company anticipates that the business opportunities  presented to it will (i) be
recently  organized  with  no  operating   history,   or  a  history  of  losses
attributable  to  under-capitalization  or other factors;  (ii) be  experiencing
financial or operating difficulties;  (iii) be in need of funds to develop a new
product or  service  or to expand  into a new  market;  (iv) be relying  upon an
untested  product  or  marketing  concept;  or  (v)  have a  combination  of the
characteristics   mentioned  in  (i)  through  (iv).  The  Company   intends  to
concentrate its acquisition efforts on properties or businesses that it believes
to be  undervalued.  Given the above factors,  investors  should expect that any
acquisition candidate may have a history of losses or low profitability.        

The Company does not propose to restrict its search for investment opportunities
to any particular  geographical area or industry, and may, therefore,  engage in
essentially any business, to the extent of its limited resources.  This includes
industries such as service,  finance,  natural  resources,  manufacturing,  high
technology,  product  development,   medical,  communications  and  others.  The
Company's discretion in the selection of business opportunities is unrestricted,
subject to the  availability of such  opportunities,  economic  conditions,  and
other factors.                                                                  

As a consequence of this registration of its securities, any entity which has an
interest in being acquired by, or merging into the Company, is expected to be an
entity that desires to become a public  company and  establish a public  trading
market for its securities.  In connection with such a merger or acquisition,  it
is highly  likely  that an amount of stock  constituting  control of the Company
would  be  issued  by the  Company  or  purchased  from  the  current  principal
shareholders of the Company by the acquiring entity or its affiliates.  If stock
is purchased from the current  shareholders,  the  transaction is very likely to
result in  substantial  gains to them relative to their  purchase price for such
stock.  In the  Company's  judgment,  none of its officers and  directors  would
thereby become an  "underwriter"  within the meaning of the Section 2(11) of the
Securities  Act of 1933,  as  amended.  The sale of a  controlling  interest  by
certain  principal  shareholders  of the Company  could occur at a time when the
other shareholders of the Company remain subject to restrictions on the transfer
of their shares.                                                                

Depending upon the nature of the transaction, the current officers and directors
of the Company may resign  management  positions  with the Company in connection
with  the  Company's  acquisition  of  a  business  opportunity.  See  "Form  of
Acquisition,"  below,  and "Risk  Factors - The Company - Lack of  Continuity in
Management."  In  the  event  of  such  a  resignation,  the  Company's  current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.                

It is  anticipated  that  business  opportunities  will  come  to the  Company's
attention from various  sources,  including its officer and director,  its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.                     

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The Company  does not foresee  that it would enter into a merger or  acquisition
transaction with any business with which its officers or directors are currently
affiliated.  Should the Company  determine in the future,  contrary to foregoing
expectations,  that a  transaction  with  an  affiliate  would  be in  the  best
interests  of the  Company  and its  stockholders,  the  Company  is in  general
permitted by Washington state law to enter into such a transaction if:          

         1.  The  material  facts  as to the  relationship  or  interest  of the
         affiliate  and as to the contract or  transaction  are disclosed or are
         known to the Board of Directors, and the Board in good faith authorizes
         the contract or  transaction by the  affirmative  vote of a majority of
         the disinterested  directors,  even though the disinterested  directors
constitute less than a quorum; or                             

         2.  The  material  facts  as to the  relationship  or  interest  of the
         affiliate  and as to the contract or  transaction  are disclosed or are
         known to the stock-holders  entitled to vote thereon,  and the contract
         or  transaction is  specifically  approved in good faith by vote of the
stockholders; or                                              

         3.  The contract or transaction is fair as to the  Company  as  of  the
         time it is authorized, approved or ratified, by the Board of  Directors
or the stockholders.                                          

Investigation and Selection of Business Opportunities                           

To a large extent, a decision to participate in a specific business  opportunity
may be made upon  management's  analysis of the  quality of the other  company's
management  and  personnel,  the  anticipated  acceptability  of new products or
marketing concepts,  the merit of technological  changes,  the perceived benefit
the company will derive from becoming a publicly held entity, and numerous other
factors  which  are  difficult,  if  not  impossible,  to  analyze  through  the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific business opportunity may not necessarily
be indicative  of the  potential for the future  because of the possible need to
shift marketing approaches substantially,  expand significantly,  change product
emphasis, change or substantially augment management, or make other changes. The
Company will be dependent upon the owners of a business  opportunity to identify
any such problems which may exist and to implement,  or be primarily responsible
for the implementation of, required changes. Because the Company may participate
in a business  opportunity  with a newly  organized firm or with a firm which is
entering a new phase of growth,  it should be  emphasized  that the Company will
incur further risks,  because  management in many instances will not have proved
its abilities or effectiveness,  the eventual market for such company's products
or  services  will  likely  not be  established,  and  such  company  may not be
profitable when acquired.                                                       

It is  anticipated  that the  Company  will not be able to  diversify,  but will
essentially  be limited to one such  venture  because of the  Company's  limited
financing.  This lack of  diversification  will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be  considered an adverse  factor  affecting any decision to purchase the
Company's securities.                                                           

It is emphasized that management of the Company may effect transactions having a
potentially  adverse  impact  upon the  Company's  shareholders  pursuant to the
authority and  discretion of the Company's  management to complete  acquisitions
without  submitting any proposal to the  stockholders  for their  consideration.
Holders of the  Company's  securities  should not  anticipate  that the  Company
necessarily will furnish such holders, prior to any merger or acquisition,  with
financial statements, or any other documentation, concerning a target company or

10-12G/A 5th Page of 38 TOC 1st Previous Next ↓Bottom Just 5th
its  business.  In some  instances,  however,  the proposed  participation  in a
business   opportunity   may  be  submitted  to  the   stockholders   for  their
consideration,  either  voluntarily by such directors to seek the  stockholders'
advice and consent or because state law so requires.                            

The  analysis  of  business  opportunities  will be  undertaken  by or under the
supervision  of the  Company's  President,  who is not a  professional  business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside  consultant to assist in the  investigation and
selection of business  opportunities,  and might pay a finder's fee. The Company
management  plans to use  outside  consultants  or  advisors  to  assist  in the
investigation and selection of business opportunities,  however no policies have
been adopted  regarding use of such consultants or advisors,  the criteria to be
used in selecting such consultants or advisors, the services to be provided, the
term of  service,  or  regarding  the  total  amount  of fees  that may be paid.
However,  because of the limited resources of the Company, it is likely that any
such fee the  Company  agrees  to pay  would  be paid in stock  and not in cash.
Otherwise,  the Company  anticipates that it will consider,  among other things,
the following factors:                                                          

1.  Potential  for  growth  and  profitability,  indicated  by  new  technology,
anticipated market expansion, or new products;                                  

2.  The Company's perception of how any particular business opportunity will be 
received by the investment community and by the Company's stockholders;         

3. Whether,  following the business combination,  the financial condition of the
business  opportunity  would be, or would  have a  significant  prospect  in the
foreseeable  future of  becoming  sufficient  to enable  the  securities  of the
Company  to  qualify  for  listing on an  exchange  or on a  national  automated
securities quotation system, such as NASDAQ, so as to permit the trading of such
securities to be exempt from the requirements of Rule 15c2-6 recently adopted by
the  Securities  and  Exchange  Commission.  See "Risk  Factors - The  Company -
Regulation of Penny Stocks."                                                    

4. Capital  requirements  and anticipated  availability of required funds, to be
provided  by the  Company or from  operations,  through  the sale of  additional
securities,  through  joint  ventures  or  similar  arrangements,  or from other
sources;                                                                        

5.  The extent to which the business opportunity can be advanced;               

6.  Competitive position as compared to other  companies  of  similar  size  and
experience within the industry segment as well  as  within  the  industry  as  a
whole;                                                                          

7.  Strength and diversity of existing management, or management prospects  that
are scheduled for recruitment;                                                  

8.  The cost of participation by the Company as compared to the perceived       
tangible and intangible values and potential; and                               

9. The accessibility of required management expertise, personnel, raw materials,
services, professional assistance, and other required items.                    

In regard to the  possibility  that the shares of the Company  would qualify for
listing on NASDAQ,  the  current  standards  include the  requirements  that the
issuer of the  securities  that are sought to be listed have total  assets of at
least $4,000,000 and total capital and surplus of at least $2,000,000. Many, and

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perhaps most, of the business  opportunities that might be potential  candidates
for a  combination  with the  Company  would  not  satisfy  the  NASDAQ  listing
criteria.                                                                       

No one of the factors  described above will be controlling in the selection of a
business  opportunity,  and  management  will  attempt  to analyze  all  factors
appropriate to each  opportunity and make a determination  based upon reasonable
investigative  measures  and  available  data.  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  such  business  opportunities  extremely  difficult  and  complex.
Potential  investors  must  recognize  that,  because of the  Company's  limited
capital  available for  investigation  and  management's  limited  experience in
business analysis,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.                                     

The  Company  is  unable  to  predict  when  it may  participate  in a  business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.        

Prior to making a decision to participate in a business opportunity, the Company
will generally request that it be provided with written materials  regarding the
business  opportunity  containing  such  items  as a  description  of  products,
services  and  company  history;   management  resumes;  financial  information;
available  projections,  with related  assumptions upon which they are based; an
explanation of proprietary products and services;  evidence of existing patents,
trademarks,  or services marks, or rights thereto; present and proposed forms of
compensation to management;  a description of transactions  between such company
and its  affiliates  during  relevant  periods;  a  description  of present  and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced within a reasonable  period of time not
to  exceed  60 days  following  completion  of a merger  transaction;  and other
information deemed relevant.                                                    

As part of the Company's  investigation,  the Company's  executive  officers and
directors may meet personally  with management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis or verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.                           

It is possible that the range of business  opportunities that might be available
for  consideration  by the Company  could be limited by the impact of Securities
and  Exchange  Commission  regulations  regarding  purchase  and sale of  "penny
stocks." The  regulations  would affect,  and possibly  impair,  any market that
might  develop in the Company's  securities  until such time as they qualify for
listing on NASDAQ or on another  exchange  which  would  make them  exempt  from
applicability of the "penny stock" regulations. See "Risk Factors - - Regulation
of Penny Stocks."                                                               

Company   management   believes  that  various  types  of  potential  merger  or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have long-term  plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.

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Acquisition  candidates which have a need for an immediate cash infusion are not
likely  to find a  potential  business  combination  with the  Company  to be an
attractive alternative.                                                         

Form of Acquisition                                                             

It is impossible to predict the manner in which the Company may participate in a
business opportunity.  Specific business  opportunities will be reviewed as well
as the  respective  needs and desires of the Company  and the  promoters  of the
opportunity  and,  upon the basis of that  review and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization,  and although it is likely, there is no assurance that the Company
would  be  the  surviving  entity.  In  addition,  the  present  management  and
stockholders  of the Company  most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a  transaction,  the  Company's  existing  directors  may resign and new
directors may be appointed without any vote by stockholders.                    

It is likely  that the Company  will  acquire  its  participation  in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  the
Company's current  stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were  stockholders  of the Company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").                        

It is anticipated that any new securities issued in any reorganization  would be
issued in reliance upon  exemptions,  if any are  available,  from  registration
under  applicable  federal and state  securities  laws.  In some  circumstances,
however,  as a negotiated  element of the transaction,  the Company may agree to
register such securities  either at the time the transaction is consummated,  or
under  certain  conditions  or at specified  times  thereafter.  The issuance of
substantial  additional  securities  and their  potential  sale into any trading
market that might  develop in the  Company's  securities  may have a  depressive
effect upon such market.                                                        

The  Company  will  participate  in  a  business   opportunity  only  after  the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.                            

As a general matter,  the Company  anticipates  that it, and/or its officers and
principal  shareholders  will enter into a letter of intent with the management,
principals or owners of a prospective  business  opportunity  prior to signing a

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binding  agreement.  Such a letter  of  intent  will set  forth the terms of the
proposed  acquisition  but will not bind any of the  parties to  consummate  the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither the Company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.                                 

It is anticipated that the investigation of specific business  opportunities and
the  negotiation,  drafting  and  execution of relevant  agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs  theretofore   incurred  in  the  related   investigation   would  not  be
recoverable.  Moreover,  because many  providers  of goods and services  require
compensation at the time or soon after the goods and services are provided,  the
inability of the Company to pay until an  indeterminate  future time may make it
impossible to procure goods and services.                                       

Investment Company Act and Other Regulation                                     

The Company may participate in a business opportunity by purchasing,  trading or
selling the securities of such business.  The Company does not, however,  intend
to engage  primarily in such  activities.  Specifically,  the Company intends to
conduct  its  activities  so as to  avoid  being  classified  as an  "investment
company" under the Investment  Company Act of 1940 (the  "Investment  Act"), and
therefore to avoid  application of the costly and restrictive  registration  and
other  provisions  of  the  Investment  Act,  and  the  regulations  promulgated
thereunder.                                                                     

Section 3(a) of the  Investment  Act contains the  definition of an  "investment
company,"  and it  excludes  any entity  that does not engage  primarily  in the
business of investing,  reinvesting or trading in  securities,  or that does not
engage in the  business of  investing,  owning,  holding or trading  "investment
securities"  (defined as "all  securities  other than  government  securities or
securities of  majority-owned  subsidiaries")  the value of which exceeds 40% of
the value of its total assets  (excluding  government  securities,  cash or cash
items).  The Company  intends to implement  its business  plan in a manner which
will  result  in the  availability  of this  exception  from the  definition  of
"investment company." Consequently, the Company's participation in a business or
opportunity  through the  purchase  and sale of  investment  securities  will be
limited.                                                                        

The  Company's  plan of business may involve  changes in its capital  structure,
management,  control and business, especially if it consummates a reorganization
as discussed  above.  Each of these areas is regulated by the Investment Act, in
order to protect purchasers of investment company securities.  Since the Company
will not register as an investment  company,  stockholders  will not be afforded
these protections.                                                              

Any securities  which the Company might acquire in exchange for its Common Stock
are expected to be "restricted  securities" within the meaning of the Securities
Act of 1933,  as amended  (the  "Act").  If the  Company  elects to resell  such
securities,  such sale cannot proceed  unless a registration  statement has been
declared  effective by the  Securities  and Exchange  Commission or an exemption
from registration is available.  Section 4(1) of the Act, which exempts sales of
securities not involving a distribution, would in all likelihood be available to
permit a private  sale.  Although  the plan of  operation  does not  contemplate
resale of securities acquired, if such a sale were to be necessary,  the Company

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would be  required  to comply  with the  provisions  of the Act to  effect  such
resale.  An  acquisition  made by the  Company  may be in an  industry  which is
regulated or licensed by federal,  state or local  authorities.  Compliance with
such regulations can be expected to be a time-consuming and expensive process.  

Competition                                                                     

The  Company  expects to  encounter  substantial  competition  in its efforts to
locate attractive opportunities,  primarily from business development companies,
venture capital  partnerships and  corporations,  venture capital  affiliates of
large  industrial  and financial  companies,  small  investment  companies,  and
wealthy  individuals.  Many of these  entities will have  significantly  greater
experience,  resources  and  managerial  capabilities  than the Company and will
therefore  be in a  better  position  than  the  Company  to  obtain  access  to
attractive business opportunities.  The Company also will experience competition
from other  public  "blind  pool"  companies,  many of which may have more funds
available than does the Company.                                                

Administrative Offices                                                          

The Company currently  maintains a mailing address at 1000 Second Avenue,  Suite
1710, Seattle, Washington 98104. The Company's telephone number is 206-910-2687.
Other than this mailing  address,  the Company does not  currently  maintain any
other office facilities, and does not anticipate the need for maintaining office
facilities at any time in the  foreseeable  future.  The Company pays no rent or
other fees for the use of this mailing address.                                 

Employees                                                                       

The Company is a  development  stage  company and  currently  has no  employees.
Management of the Company expects to use consultants,  attorneys and accountants
as necessary,  and does not anticipate a need to engage any full-time  employees
so long as it is seeking and  evaluating  business  opportunities.  The need for
employees  and their  availability  will be  addressed  in  connection  with the
decision  whether  or  not  to  acquire  or  participate  in  specific  business
opportunities.  Although  there is no current plan with respect to its nature or
amount,  remuneration may be paid to or accrued for the benefit of the Company's
officers  prior  to,  or in  conjunction  with,  the  completion  of a  business
acquisition for services  actually  rendered.  See "Executive  Compensation" and
under "Certain Relationships and Related Transactions."                         

Risk Factors                                                                    

1.    Conflicts  of  Interest.   Certain   conflicts   of   interest  may  exist
between the Company and its officers  and  directors.  They have other  business
interests to which they devote their attention,  and may be expected to continue
to do so  although  management  time  should be devoted to the  business  of the
Company. As a result,  conflicts of interest may arise that can be resolved only
through  exercise of such judgment as is consistent with fiduciary duties to the
Company. See "Management," and "Conflicts of Interest."                         

2. Need For Additional  Financing.  The Company has very limited funds, and such
funds  may  not  be  adequate  to  take  advantage  of  any  available  business
opportunities.  Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity.  The ultimate success of
the Company may depend upon its ability to raise additional capital. The Company
has not investigated the  availability,  source,  or terms that might govern the
acquisition of additional  capital and will not do so until it determines a need

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for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available,  that they can be
obtained on terms  acceptable to the Company.  If not  available,  the Company's
operations  will be  limited  to those  that  can be  financed  with its  modest
capital.                                                                        

3.  Regulation of Penny Stocks.  The Company's  securities,  when  available for
trading,  will be subject to a  Securities  and  Exchange  Commission  rule that
imposes special sales practice  requirements upon  broker-dealers  who sell such
securities to persons other than established  customers or accredited investors.
For purposes of the rule, the phrase  "accredited  investors"  means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of  $1,000,000  or  having  an annual  income  that  exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to the  transaction  prior to the  sale.  Consequently,  the rule may
affect the ability of broker- dealers to sell the Company's  securities and also
may affect the ability of purchasers  in this offering to sell their  securities
in any market that might develop therefore.                                     

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act
of 1934, as amended. Because the securities of the Company may constitute "penny
stocks"  within the  meaning of the rules,  the rules would apply to the Company
and to its  securities.  The rules may  further  affect the ability of owners of
Shares to sell the  securities  of the Company in any market that might  develop
for them.                                                                       

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the  described  patterns from being  established  with respect to the
Company's securities.                                                           

4. Lack of Profitable Operating History. The Company was formed on September 23,
1996 and has developed and then  discontinued  two previous  business  ventures.
Although some revenues were achieved  through the sale of a developing  business
in the period, the Company was not profitable and the business was discontinued.
The Company has no successful  operating history,  revenues from operations,  or
assets.  The Company  faces all of the risks of a new  business  and the special
risks  inherent  in the  investigation,  acquisition,  or  involvement  in a new
business  opportunity.  The  Company  must be  regarded  as a new or  "start-up"
venture with all of the unforeseen costs,  expenses,  problems, and difficulties
to which such ventures are subject.                                             

5. No Assurance  of Success or  Profitability.  There is no  assurance  that the
Company  will  acquire a  favorable  business  opportunity.  Even if the Company
should become involved in a business opportunity,  there is no assurance that it

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will  generate  revenues or profits,  or that the market price of the  Company's
Common Stock will be increased thereby.                                         

6. Possible  Business - Not  Identified  and Highly  Risky.  The Company has not
identified and has no  commitments to enter into or acquire a specific  business
opportunity  and  therefore  can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the risks and hazards of any specific  business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
The Company's  acquisition of or  participation  in a business  opportunity will
likely be highly  illiquid  and could  result in a total loss to the Company and
its stockholders if the business or opportunity  proves to be unsuccessful.  See
Item 1 "Description of Business."                                               

7. Type of Business  Acquired.  The type of  business to be acquired  may be one
that desires to avoid  effecting  its own public  offering and the  accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect  investors.  Because of the  Company's  limited  capital,  it is more
likely than not that any  acquisition  by the Company will involve other parties
whose  primary  interest  is the  acquisition  of control  of a publicly  traded
company.   Moreover,   any  business   opportunity  acquired  may  be  currently
unprofitable or present other negative factors.                                 

8. Impracticability of Exhaustive Investigation. The Company's limited funds and
the lack of full-time  management will likely make it impracticable to conduct a
complete and  exhaustive  investigation  and analysis of a business  opportunity
before the Company  commits its capital or other resources  thereto.  Management
decisions,  therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if the Company had more
funds  available to it,  would be  desirable.  The Company will be  particularly
dependent in making decisions upon information provided by the promoter,  owner,
sponsor,  or  others  associated  with  the  business  opportunity  seeking  the
Company's participation.  A significant portion of the Company's available funds
may be  expended  for  investigative  expenses  and other  expenses  related  to
preliminary aspects of completing an acquisition transaction, whether or not any
business opportunity investigated is eventually acquired.                       

9. Lack of Diversification.  Because of the limited financial resources that the
Company  has, it is  unlikely  that the Company  will be able to  diversify  its
acquisitions or operations.  The Company's  probable  inability to diversify its
activities  into  more  than one area  will  subject  the  Company  to  economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.                                 

10.  Reliance upon  Financial  Statements.  The Company  generally  will require
audited financial  statements from companies that it proposes to acquire.  Given
cases where audited  financials are  unavailable,  the Company will have to rely
upon  interim  period  unaudited  information  received  from target  companies'
management that has not been verified by outside auditors.  The lack of the type
of independent  verification  which audited financial  statements would provide,
increases the risk that the Company,  in evaluating an  acquisition  with such a
target company, will not have the benefit of full and accurate information about
the  financial  condition  and recent  interim  operating  history of the target
company. This risk increases the prospect that the acquisition of such a company
might  prove to be an  unfavorable  one for the  Company  or the  holders of the
Company's securities.                                                           

Moreover,  the  Company  will be  subject  to the  reporting  provisions  of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required  to furnish  certain  information  about  significant  acquisitions,
including  audited  financial  statements  for any  business  that it  acquires.
Consequently,  acquisition  prospects that do not have, or are unable to provide
reasonable  assurances  that they will be able to obtain,  the required  audited

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statements  would  not  be  considered  by the  Company  to be  appropriate  for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.  Should  the  Company,  during  the time it  remains  subject to the
reporting  provisions of the Exchange Act,  complete an acquisition of an entity
for which audited  financial  statements prove to be  unobtainable,  the Company
would  be  exposed  to  enforcement  actions  by  the  Securities  and  Exchange
Commission (the  "Commission")  and to corresponding  administrative  sanctions,
including  permanent  injunctions  against the Company and its  management.  The
legal and other costs of  defending a Commission  enforcement  action would have
material,  adverse consequences for the Company and its business. The imposition
of  administrative  sanctions  would  subject  the  Company to  further  adverse
consequences.                                                                   

In  addition,  the  lack of  audited  financial  statements  would  prevent  the
securities  of the Company from becoming  eligible for listing on NASDAQ,  or on
any existing stock exchange.  Moreover, the lack of such financial statements is
likely to  discourage  broker-dealers  from  becoming or  continuing to serve as
market  makers in the  securities  of the  Company.  Without  audited  financial
statements,  the Company  would almost  certainly be unable to offer  securities
under a registration  statement  pursuant to the Securities Act of 1933, and the
ability of the Company to raise  capital  would be  significantly  limited until
such financial statements were to become available.                             

11. Other Regulation.  An acquisition made by the Company may be of  a  business
that  is  subject  to  regulation  or  licensing  by  federal, state,  or  local
authorities.  Compliance with such regulations and licensing can be expected  to
be  a  time-consuming, expensive   process   and  may   limit  other  investment
opportunities of the Company.                                                   

12. Dependence upon Management; Limited Participation of Management. The Company
currently  has only one  individual  serving as its  officer and  director.  The
Company will be heavily  dependent  upon his skills,  talents,  and abilities to
implement its business plan, and secure additional  personnel and may, from time
to time,  find that the  inability of the officers and directors to devote their
full  time  attention  to the  business  of the  Company  results  in a delay in
progress  toward  implementing  its business  plan.  See  "Management."  Because
investors  will  not be  able  to  evaluate  the  merits  of  possible  business
acquisitions  by the  Company,  they should  critically  assess the  information
concerning the Company's officers and directors.                                

13. Lack of  Continuity in  Management.  The Company does not have an employment
agreement  with  its  officers  and  directors,  and as a  result,  there  is no
assurance they will continue to manage the Company in the future.  In connection
with  acquisition of a business  opportunity,  it is likely the current officers
and directors of the Company may resign  subject to compliance  with Section 14f
of the Securities  Exchange Act of 1934. A decision to resign will be based upon
the identity of the business opportunity and the nature of the transaction,  and
is  likely to occur  without  the vote or  consent  of the  stockholders  of the
Company.                                                                        

14.  Indemnification  of Officers  and  Directors.  Revised  code of  Washington
provide for the  indemnification  of its  directors,  officers,  employees,  and
agents, under certain circumstances,  against attorney's fees and other expenses
incurred by them in any  litigation  to which they become a party  arising  from
their association with or activities on behalf of the Company.  The Company will
also bear the expenses of such  litigation for any of its  directors,  officers,
employees,  or agents, upon such person's promise to repay the Company therefore
if it is ultimately determined that any such person shall not have been entitled
to  indemnification.  This  indemnification  policy could result in  substantial
expenditures by the Company which it will be unable to recoup.                  

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15. Dependence upon Outside Advisors.  To supplement the business  experience of
its officers and directors,  the Company may be required to employ  accountants,
technical experts, appraisers,  attorneys, or other consultants or advisors. The
selection of any such advisors will be made by the Company's  President  without
any input from  stockholders.  Furthermore,  it is anticipated that such persons
may be engaged on an "as needed" basis  without a continuing  fiduciary or other
obligation to the Company.  In the event the President of the Company  considers
it  necessary  to hire  outside  advisors,  he may elect to hire persons who are
affiliates, if they are able to provide the required services.                  

16.  Leveraged  Transactions.  There is a possibility  that any acquisition of a
business  opportunity  by the Company may be  leveraged,  i.e.,  the Company may
finance the  acquisition of the business  opportunity  by borrowing  against the
assets of the  business  opportunity  to be acquired,  or against the  projected
future revenues or profits of the business opportunity.  This could increase the
Company's exposure to larger losses. A business  opportunity  acquired through a
leveraged  transaction  is profitable  only if it generates  enough  revenues to
cover the  related  debt and  expenses.  Failure  to make  payments  on the debt
incurred to purchase  the  business  opportunity  could  result in the loss of a
portion or all of the assets  acquired.  There is no assurance that any business
opportunity  acquired through a leveraged  transaction will generate  sufficient
revenues to cover the related debt and expenses.                                

17. Competition. The search for potentially profitable business opportunities is
intensely  competitive.  The  Company  expects  to  be  at a  disadvantage  when
competing  with  many  firms  that  have  substantially  greater  financial  and
management  resources  and  capabilities  than the  Company.  These  competitive
conditions  will  exist  in  any  industry  in  which  the  Company  may  become
interested.                                                                     

18. No Foreseeable Dividends.  The Company has not paid dividends on its  Common
Stock and does not anticipate paying such dividends in the foreseeable future.  

19.  Loss of Control by Present  Management  and  Stockholders.  The Company may
consider an  acquisition in which the Company would issue as  consideration  for
the business  opportunity  to be acquired an amount of the Company's  authorized
but  un-issued  Common  Stock that would,  upon  issuance,  represent  the great
majority of the voting  power and equity of the  Company.  The result of such an
acquisition  would be that the acquired  company's  stockholders  and management
would  control the Company,  and the Company's  management  could be replaced by
persons  unknown at this time.  Such a merger would result in a greatly  reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's major shareholders could sell control blocks of stock at a premium
price to the acquired company's stockholders.                                   

20. No Public Market Exists.  There is no public market for the Company's common
stock,  and no  assurance  can be given  that a market  will  develop  or that a
shareholder ever will be able to liquidate his investment  without  considerable
delay, if at all. If a market should develop,  the price may be highly volatile.
Factors  such as those  discussed  in this  "Risk  Factors"  section  may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the  securities,  many brokerage firms may not be willing to
effect  transactions  in the  securities.  Even if a  purchaser  finds a  broker
willing  to  effect  a  transaction  in these  securities,  the  combination  of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.                         

21.  Sales of  Restricted  Securities.  3,136,454 of the  outstanding  shares of
Common  Stock held by present  stockholders  are  restricted  securities.  These
shares were issued pursuant to exemptions from registration  provided by Section
4(2) of the  Securities  Act of 1933,  as  amended  (the  "Securities  Act") and
Regulation S and after  September 1, 2001 when the Company  became a blank check

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company.  These shares may be resold only pursuant to an effective  registration
statement.  A sale of these shares pursuant to a registration statement may have
a  depressive  effect upon the price of the Common  Stock in any market that may
develop.  Of  the  total   9,751,304shares  of  common  stock  held  by  present
stockholders  of the Company,  6,614,850  shares are tradable now.  These shares
were issued before  September 1, 2001 while the Company was engaged in an active
business and was not,  therefore,  a blank check company.  It is the view of the
Securities  and  Exchange  Commission  that  securities  issued by a blank check
company  cannot  be  resold  under  Rule 144 but must be  registered  under  the
Securities Act. All securities issued by the Company have been issued or will be
issued  pursuant to an  exemption  from  registration  or  registered  under the
Securities Act.                                                                 

22. Investors May Face Significant  Restrictions on the Resale of E Courier Corp
Inc.  securities  due to State Blue Sky Laws.  Because the Company's  securities
have not been  registered  for resale under the blue sky laws of any state,  the
holders of such  shares  and those  persons  desiring  to  purchase  them in any
trading  market that may develop in the future should be aware that there may be
significant  state blue sky law restrictions on the ability of investors to sell
and on  purchasers  to buy the  Company's  securities.  Each  state  has its own
securities laws,  often called "blue sky laws",  which limit sales of stock to a
state's  residents unless the stock is registered in that state or qualifies for
an  exemption  from  registration,  and govern the  reporting  requirements  for
broker-dealers  and stock brokers doing  business  directly or indirectly in the
state.  Before a security is sold in a state,  there must be a  registration  in
place to cover the transaction, and the broker must be registered in that state,
or otherwise be exempt from registration.  The Company does not know whether its
stock will be registered under the laws of any states. A determination regarding
registration will be made by the  broker-dealers,  if any, who agree to serve as
the  market-makers  for  the  Company's  stock.  Accordingly,  investors  should
consider the secondary market for the Company's  securities to be a limited one.
Investors  may be unable to resell  their  stock,  or may be unable to resell it
without the significant expense of state registration or qualification.         

Item 2      Management's Discussion and Analysis or Plan of Operations          

The Company has no plans for any  research  and  development  in the next twelve
months.                                                                         

Results of Operations                                                           

During the fiscal year ended March 31, 1997, the Company  acquired the rights to
publish a book, known as "The Source", via the Internet. The two creators of the
book were directors of the Company.  Consideration  for "The Source" license was
the issuance of 1,045,500  shares at a fair market value of $0.001 per share for
$1,045,  which  represented  out-of-pocket  costs incurred by the creators.  The
Company also issued warrants to the creators  enabling them to acquire 1,000,000
shares of the  Company at $0.25 per share.  The  warrants  expired on October 1,
1999.  During the fiscal year ended March 31, 1998, the Company acquired another
license for a product called Humate.  Humate is an enzyme used in bioremediation
of soil  contaminated  with  hydrocarbons.  The Humates license is exclusive but
does not include the manufacturing rights. Consideration for the Humates license
was 100,000  shares  issued at a fair market  value of $0.001 per share or $100.
Neither license was further developed to become commercially  viable.  After the
merger,  they were both  abandoned and written off to expense in the fiscal year
ending March 31, 2000.                                                          

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During the period from September 23, 1996 (inception) through June 30, 2003, the
Company has engaged in two business ventures.                                   

On or about April 1, 1999, the Company began the  development of a portal on the
internet  providing a host of services to the Real Estate Industry in the United
States.  The  development  entitled  Realty  Technologies  Ltd.,  and changed to
Equinta Corp., was being developed to provide online, a host of services for the
real estate  industry.  These  services  included  listing  services,  valuation
services,  on-line  mortgage  and  related  services.  The  technology  was  not
completed nor was any revenue  generated from the project.  On November 22, 1999
the Company sold the assets  comprising this technology for proceeds of $125,000
USD and settlement of certain liabilities.                                      

On or about April 1, 2000  subsequent to the sale of the assets  comprising  the
Equinta  business  model,  the Company  commenced the  development of a business
model entitled  eCourier Corp.  This business was being  developed to provide to
the  local  area  courier  marketplace  in  the  United  States  and  Canada,  a
state-of-the-art  technology being developed by ECC and professional  management
systems to secure a competitive position in the supply chain for urgent delivery
opportunities  in B2B and B2C  markets  arising  from  the  e-commerce  Internet
revolution.   The  strategy  envisioned  partnering  with  selected  independent
couriers throughout North America and creating an ECC branded network.          

The Company incurred ongoing losses related to the development of the technology
and as a result of the significant and pervasive change in capital markets,  the
Company was unable to further fund their project.  The Company has accumulated a
deficit of $790,597 since inception and expects the trend of losses to continue.

For the  current  fiscal  year,  the Company  anticipates  incurring a loss as a
result of legal and accounting  expenses,  expenses associated with registration
under the Securities Exchange Act of 1934, and expenses associated with locating
and evaluating  acquisition  candidates.  The Company  anticipates  that until a
business  combination is completed with an  acquisition  candidate,  it will not
generate  revenues other than interest income,  and may continue to operate at a
loss after completing a business combination,  depending upon the performance of
the acquired business.                                                          

The Company has utilized the services of Bay  Management  Ltd. from time to time
to identify, review and develop potential business opportunities and for finance
and administrative services. The Company is not committed to a contract with Bay
Management Ltd. but does employ their services on an "as needed" basis.         

Plan of Operations                                                              

         The Company has no plans at this time for  purchases  or sales of fixed
assets which would occur in the next twelve months.                             

         The Company has no expectation or anticipation  of significant  changes
in number of  employees  in the next twelve  months.  However,  if it achieves a
business  acquisition,  it may acquire or add employees of an unknown  number in
the next twelve months.                                                         

         The Company has no plans for any research and  development  in the next
twelve months.                                                                  

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Liquidity and Capital Resources                                                 

         The Company remains in the development stage and, since inception,  has
experienced  significant  liquidity  problems  and has no capital  resources  or
stockholder's equity.  Consequently,  the Company has current assets of $422 and
has current  liabilities  of $28,236 on June 30, 2003 The Company will carry out
its plan of business as  discussed  above.  The Company  cannot  predict to what
extent its  liquidity  and capital  resources  will be  diminished  prior to the
consummation of a business  combination or whether any capital  contributed will
be further  depleted by the  operating  losses (if any) of the  business  entity
which the Company may eventually acquire.                                       

Need for Additional Financing                                                   

    The Company has no capital  sufficient to meet the Company's cash needs. The
Company will have to seek loans or equity placements to cover cash requirements.
In the event the Company is able to complete a business  combination during this
period, lack of its existing capital will be a sufficient impediment to allow it
to  accomplish  the  goal of  completing  a  business  combination.  There is no
assurance,  however,  that  the  available  funds  will  ultimately  prove to be
adequate  to allow it to  complete a business  combination,  and once a business
combination  is completed,  the  Company's  needs for  additional  financing are
likely to increase  substantially.  No commitments to provide  additional  funds
have been made by management or other stockholders. Accordingly, there can be no
assurance that any additional funds will be available to the Company to allow it
to cover its expenses.                                                          

Item 3            Properties                                                    

The Company does not currently  maintain an office or any other  facilities.  It
does currently  maintain a mailing  address at 1000 Second  Avenue,  Suite 1710,
Seattle,  Washington 98104. The Company pays no rent for the use of this mailing
address. The Company does not believe that it will need to maintain an office at
any time in the foreseeable  future in order to carry out its plan of operations
described herein. The Company's telephone number is 206-910-2687.               

Item 4.  Security Ownership of Certain Beneficial Owners and Management.        

The following table sets forth, as of the date of this Registration             
Statement, the number of shares of Common Stock owned of record and beneficially
by  executive  officers,  directors  and  persons  who hold  5.0% or more of the
outstanding  common Stock of the Company.  Also  included are the shares held by
all executive officers and directors as a group.                                

------------------------------------------------------------------------        
Shareholders / Beneficial Owners/                    Number of Shares           
Percentage                                                                      
------------------------------------------------------------------------        
Mr. Terry Young 13.94%                               1,359,319                  
------------------------------------------------------------------------        
Bay Management Ltd. (beneficially owned by                                      
Mark Geoghegan) 21.93%                               2,138,252                  
------------------------------------------------------------------------        
Andre Plessel 11.7%                                  1,148,030                  
------------------------------------------------------------------------        
Mr. James Vandenberg (President and Director) 2%       250,000 (options)        
------------------------------------------------------------------------        

10-12G/A 17th Page of 38 TOC 1st Previous Next ↓Bottom Just 17th
Item 5   Directors and Executive Officers                                       

The director of the Company is as follows:                                      

Mr. James Vandeberg                                                             

James  Vandeberg,  Director,  is an  attorney  operating  with a  group  of sole
proprietors in Seattle Washington focused on Corporate  Securities law. Formerly
Mr. Vandeberg was with Ogden Murphy Wallace, a law firm in Seattle,  Washington.
Mr.  Vandeberg  specializes in corporate  finance with an emphasis on securities
matters and  acquisitions.  Mr.  Vandeberg  graduated  from New York  University
School of Law in 1969,  where he was a Root-Tilden  Scholar.  He is a member and
former  director  of the  American  Society  of  Corporate  Secretaries.  He was
previously general counsel and secretary of two NYSE companies in the retail and
food services sectors.                                                          

The  directors  named  above will  serve  until the next  annual  meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors,  absent any employment  agreement,  of which
none  currently  exists  or  is   contemplated.   There  is  no  arrangement  or
understanding  between the  directors  and officers of the Company and any other
person  pursuant to which any  director or officer was or is to be selected as a
director or officer. The officers will serve at will.                           

The directors and officers of the Company will devote such time to the Company's
affairs on an "as needed"  basis.  As a result,  the actual amount of time which
they will  devote to the  Company's  affairs  is  unknown  and is likely to vary
substantially from month to month.                                              

Conflicts of Interest                                                           

The officers and directors of the Company will not devote more than a portion of
their time to the affairs of the Company.  There will be occasions when the time
requirements of the Company's  business conflict with the demands of their other
business and investment activities.  Such conflicts may require that the Company
attempt to employ additional personnel.  There is no assurance that the services
of such  persons  will be  available  or that they can be  obtained  upon  terms
favorable to the Company.                                                       

There is no  procedure  in place  which would allow  officers  or  directors  to
resolve potential conflicts in an arms-length fashion.  Accordingly,  he will be
required to use his  discretion  to resolve  them in a manner which he considers
appropriate.                                                                    

The Company's officers and directors may actively negotiate or otherwise consent
to the  purchase of a portion of their  common  stock as a  condition  to, or in
connection with, a proposed merger or acquisition transaction. It is anticipated
that a  substantial  premium over the initial cost of such shares may be paid by
the purchaser in conjunction  with any sale of shares by the Company's  officers
and directors which is made as a condition to, or in connection with, a proposed
merger or acquisition  transaction.  The fact that a substantial  premium may be
paid to the Company's  officers and directors to acquire their shares  creates a
potential  conflict of interest for them in satisfying their fiduciary duties to
the Company and its other shareholders.  Even though such a sale could result in
a  substantial  profit  to them,  they  would be  legally  required  to make the
decision  based upon the best  interests of the Company and the Company's  other
shareholders, rather than their own personal pecuniary benefit.                 

The following table sets forth the experience of Mr.  Vandeberg with blank check
companies:                                                                      

10-12G/A 18th Page of 38 TOC 1st Previous Next ↓Bottom Just 18th
                                                        [Enlarge/Download Table]

----------------------- --------------------- -------------------- --------------------- --------------------
VJG4, Inc. Vice         Form 10SB filed       Merged into Myplan   Myplan is not         Myplan is not       
President and           December 8, 2000      USA, Inc. Filed      current with 1934     trading on any      
shareholder                                   8K12g3               Act filings           market              
----------------------- --------------------- -------------------- --------------------- --------------------
                                                                                                             
Growtex Inc.            Form 10SB filed       Merged into          Canadexx Inc. is      Canadexx is not     
performed legal         March 10, 2000        Canadexx Inc.        not current with      trading on any      
services                                      Filed 8k12g3         1934 Act filings      market              
----------------------- --------------------- -------------------- --------------------- --------------------
Cambridge Creek         Form 10SB filed       Merged into Apache   Apache Motor          Apache Motor Corp.  
Companies Ltd.          March 21, 2000        Motor Corp. Filed    Corp.is current       trades on the OTCBB 
Performed legal                               8k12g3               with 1934 Act                             
services                                                           filings                                   
----------------------- --------------------- -------------------- --------------------- --------------------
Gentry Resources Inc.   Form 10SB filed       All of outstanding   Gentry Resources is   Gentry Resources    
Perform legal services  March 10, 2000        shares were sold     current with 1934     does not trade on   
                                              on February 4, 2003  Act filings           any market          
----------------------- --------------------- -------------------- --------------------- --------------------
Upgrade International   Form 8K12g3 filed     Survivor in merger   Upgrade               Upgrade             
Corporation.            April 6, 2000         with Second CMA      International is      International trades
Performed legal                               Inc. which was a     not current with its  on the Pink Sheets  
services                                      blank check company  1934 Act filings                          
----------------------- --------------------- -------------------- --------------------- --------------------

Item 6   Executive Compensation                                                 

Executive  officers of the Company  currently do not receive any remuneration in
their capacity as Company  executive  officers.  The following  table sets forth
information  concerning the  compensation  of the Named Officers for services in
all  capacities to the Company or its  affiliates  for the years ended March 31,
2003, 2002 and 2001 and for the period from April 1, 2003 to August 31, 2003.   

Summary Compensation Table

                                                        [Enlarge/Download Table]


--------------------- ----------------------------- -------------------- ------------------ ----------------
Name and Principle    Fiscal                        Annual               Long Term          All Other       
Position              Year                          Compensation         Compensation                       
                                                                         Awards                             
--------------------- ----------------------------- -------------------- ------------------ ----------------
                                                                                                            
                                                    Consulting fees (1)  Restricted Stock   Stock Options   
                                                                         Award (2)                          
David Golinsky,       April 1 to August 31, 2003                      -                  -                - 
Former President      2003                                            -            $27,344                - 
                      2002                                      $26,323                  -                - 
                      2001                                      $83,117                  -                - 
--------------------- ----------------------------- -------------------- ------------------ ----------------
                                                    Consulting fees (3)  Restricted Stock   Stock Options   
                                                                         Award                              
Mark Geoghegan        April 1 to August 31, 2003                $51,448                  -                - 
Former Director       2003                                      $14,121                  -                - 
                      2002                                      $16,845                  -                - 
                      2001                                      $66,735                  -                - 
--------------------- ----------------------------- -------------------- ------------------ ----------------
                                                    Legal fees (4)       Restricted Stock   Stock Options   
                                                                         Award                              
James Vandeberg       April 1 to August 31, 2003                 $8,000                  -          250,000 
Director              2003                                            -                  -                - 
                      2002                                            -                  -                - 
                      2001                                            -                  -                - 
--------------------- ----------------------------- -------------------- ------------------ ----------------

     (1) Represents   fees    charged   by   Campbell,   Golinsky and Associates
         Management  Consulting.  A total of $104,295  were paid in cash in 2001
         and 2002.  The  remaining  $5,145 was settled by the issuance of 20,579
         shares to Campbell,Golinsky and Associates  in 2003  pursuant to a debt
settlement agreement.                                         

     (2) In 2003, the Company  awarded Mr.  Golinsky  109,375  restricted shares
         in the  Company's  common stock  for his past service  as the company's
president, valued at $27,344.                                 

     (3) Represents  consulting  fees charged by Bay Management  Ltd., a company
         controlled   by   Mr.  Mark   Geoghegan,   for   its   consulting   and
         administrative  services  from April 1, 2000 to August 31, 2003. Of the
         $149,149 consulting fees charged by Bay Management, $30,299 was paid in
         cash;  $67,851  was  settled  along  with  certain  debts  owed  to Mr.
         Geoghegan  by the issuance of a  convertible  debenture in August 2001;
         $17,266 was settled by the issuance of a total of  1,029,063  shares in
         January  and  April,  2003  As of  August  31,  2003,  $33,733  of  the
consulting fees was accrued but unpaid.                       
     (4) The legal fees include $2,000 paid  in  cash  and  $6,000  accrued  but
unpaid.                                                       

Item 7   Certain Relationships and Related Transactions                         

No officer,  director,  or  affiliate of the Company has or proposes to have any
direct or indirect material interest in any asset proposed to be acquired by the
Company through security holdings, contracts, options, or otherwise.            

The Company has adopted a policy under which any consulting or finder's fee that
may be paid to a third  party or  affiliate  for  consulting  services to assist
management  in evaluating a prospective  business  opportunity  would be paid in
stock or in cash.  Any such  issuance of stock would be made on an ad hoc basis.
Accordingly,  the Company is unable to predict  whether or in what amount such a
stock issuance might be made.                                                   

Except for the Stock  Option  Plan  attached  hereto as Exhibit  "A" there is no
current plan in existence for the compensation of directors, officers or service
providers for the Company.  It is possible that the Company will adopt a plan to
pay or accrue compensation to its officers and directors for services related to
seeking business  opportunities,  completing a merger or acquisition transaction
or developing an area of business for the Company.                              

The Company maintains a mailing address at the office of its legal counsel,  but
otherwise does not maintain an office.  As a result,  it pays no rent and incurs
no expenses  for  maintenance  of an office.  It is likely that the Company will

10-12G/A 19th Page of 38 TOC 1st Previous Next ↓Bottom Just 19th
establish and maintain an office after  completion of a business  combination or
the development of an area of business for the Company.                         

Item 8   Description of Securities                                              

Common Stock                                                                    

The  Company's  Amended  Articles of  Incorporation  authorize  the  issuance of
100,000,000  shares of Common  Stock  $.0001 par value.  Each  record  holder of
Common Stock is entitled to one vote for each share held on all matters properly
submitted to the stockholders for their vote. Cumulative voting for the election
of directors is not permitted by the Articles of Incorporation.                 

Holders of outstanding  shares of Common Stock are entitled to such dividends as
may be  declared  from time to time by the  Board of  Directors  out of  legally
available funds; and, in the event of liquidation,  dissolution or winding up of
the affairs of the Company,  holders are entitled to receive,  ratably,  the net
assets of the Company  available to stockholders  after  distribution is made to
the  preferred  stockholders,  if  any,  who are  given  preferred  rights  upon
liquidation.  Holders of outstanding  shares of Common Stock have no preemptive,
conversion or redemptive  rights.  All of the issued and  outstanding  shares of
Common Stock are,  and all  unissued  shares when offered and sold will be, duly
authorized,  validly issued,  fully paid, and nonassessable.  To the extent that
additional  shares of the  Company's  Common  Stock  are  issued,  the  relative
interests of then existing stockholders may be diluted.                         

Transfer Agent                                                                  

The Transfer Agent for the Company is;                        
Interwest Transfer Company                                    
1981 East Murray Holladay Road, Suite 100                     
Salt Lake City, Utah 84117                                    
Telephone number (801) 272-9294                               

Reports to Stockholders                                                         

The Company  plans to furnish its  stockholders  with an annual  report for each
fiscal year containing financial statements audited by its independent certified
public accountants.  In the event the Company enters into a business combination
with another  company,  it is the present  intention of  management  to continue
furnishing annual reports to stockholders. Additionally, the Company may, in its
sole  discretion,  issue  unaudited  quarterly or other  interim  reports to its
stockholders when it deems  appropriate.  The Company intends to comply with the
periodic  reporting  requirements of the Securities  Exchange Act of 1934 for so
long as it is subject to those requirements.                                    

10-12G/A 20th Page of 38 TOC 1st Previous Next ↓Bottom Just 20th
PART II                                                                         

Item 1   Market for Registrant's Common Stock and Security Holder Matters       

No public trading market exists for the Company's securities.  No dividends have
been  paid to date and the  Company's  Board of  Directors  does not  anticipate
paying dividends in the foreseeable future.                                     

Item 2   Legal Proceedings                                                      

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.  No director,  officer or affiliate of
the Company, and no owner of record or beneficial owner of more than 5.0% of the
securities  of the Company,  or any associate of any such  director,  officer or
security  holder is a party  adverse to the  Company or has a material  interest
adverse to the Company in reference to pending litigation.                      

Item 3   Changes in and Disagreements with Accountants on                       
Accounting and Financial Disclosure                           

The  Company  has  had no  disagreements  with  Accountants  on  accounting  and
financial disclosure matters or otherwise.                                      

Item 4   Recent Sales of Unregistered Securities                                

              During the three year  period  ended March 31, 2003 and the period
              from  April 1, 2003 to June 30,  2003 the  Company  completed  the
following debt and equity transactions:             

              In April 1999 the Company issued  6,000,000 shares for proceeds of
              $0.0001 per share pursuant to a Regulation  "S" private  placement
              of securities to foreign investors.  In November,  1999, 2,000,000
    of those shares were returned to treasury and cancelled.

              From January 27, 2003 to February  11, 2003 the Company  converted
              into share capital all of the  convertible  debentures  which were
              issued and  outstanding  (see note 8) The  convertible  debentures
              were converted at $0.25 per share  settling  $611,452 of principal
              and  interest on the  convertible  debentures  by the  issuance of
2,445,807 common shares.                            

              From January to March 2003 the Company  settled  additional  debts
              aggregating  $114,199  by the  issuance  of 458,997  shares in the
capital stock of the Company.                       

              In April 2003, the Company issued  1,000,000  shares pursuant to a
              Regulation  S private  placement  of  restricted  securities  to a
              corporation  controlled  by a former  director  of the  Company in
settlement of $10,000 debt.                         

              In May 2003,  the  Company  entered  into a  Regulation  S private
              placement with an investor for the issuance of 700,000 shares at a
              price of $0.05 per share.  Aggregate proceeds of $35,000 are to be
used for operation and working capital.             

10-12G/A 21st Page of 38 TOC 1st Previous Next ↓Bottom Just 21st
Item 5   Indemnification of Directors and Officers                              

         The Company has not  provided for the  indemnification  of Directors or
         Officers except for an indemnification  agreement entered into on April
         12, 1999 for and between the Company and James Vandeberg, the President
  and Director of the Company and attached hereto as an appendix..

10-12G/A 22nd Page of 38 TOC 1st Previous Next ↓Bottom Just 22nd
Signature Page                                                                  

Signatures                                                                      

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.                                          

Dated: December 18, 2003                                    e Courier Corps     
-----------------                                                 
                                                           /s/ James Vandeberg
                                                           -------------------
                                                       James Vandeberg
                                                 President

10-12G/A 23rd Page of 38 TOC 1st Previous Next ↓Bottom Just 23rd
Exhibits, Financial Statement Schedule and Reports on Form 8-K                  

10-12G/A 24th Page of 38 TOC 1st Previous Next ↓Bottom Just 24th
PART  F/S                                                                       

eCourierCorps Inc.

 (A Development Stage Company)

 REPORT AND FINANCIAL STATEMENTS

  March 31, 2003 and 2002 and for the six months ended
September 30, 2003 (Unaudited)

(Stated in US Dollars)
----------------------

10-12G/A 25th Page of 38 TOC 1st Previous Next ↓Bottom Just 25th
Terry Amisano Ltd.                                                              
Kevin Hanson, CA, CPA(Nevada)                  CHARTERED ACCOUNTANTS and        
                                     CERTIFIED PUBLIC ACCOUNTANT

INDEPENDENT AUDITORS' REPORT

To the Stockholders,                                                            
eCourierCorps Inc.                                                              
(A Development Stage Company)                                                   

We have  audited  the  accompanying  balance  sheets of  eCourierCorps  Inc.  (A
Development  Stage  Company)  as of March  31,  2003  and  2002 and the  related
statements of operations,  stockholders' deficiency and cash flows for the years
ended  March  31,  2003,  2002 and  2001.  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform an 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,  these financial statements referred to above present fairly, in
all material respects,  the financial position of eCourierCorps Inc. as of March
31, 2003 and 2002 and the results of its  operations  and its cash flows for the
years  ended  March 31,  2003,  2002 and 2001,  in  conformity  with  accounting
principles generally accepted in the United States of America.                  

The  accompanying  financial  statements  referred  to above have been  prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements,  the Company is in the development stage, and has
no  established  source of  revenue  and is  dependent  on its  ability to raise
capital from shareholders or other sources to sustain operations. These factors,
along with other  matters as set forth in Note 1, raise  substantial  doubt that
the Company  will be able to continue as a going  concern.  Management  plans in
regard to their planned financing and other matter are also described in Note 1.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.                                                

Vancouver, Canada                                                               
July 16, 2003                                       CHARTERED  ACCOUNTANTS and  
                                               CERTIFIED  PUBLIC  ACCOUNTANT

750 WEST PENDER STREET, SUITE 604                       TELEPHONE: 604-689-0188 
VANCOUVER CANADA                                        FACSIMILE: 604-689-9773 
V7C 2T7                                               E-MAIL: amishan@telus.net 

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eCourierCorps Inc.
 (A Development Stage Company)
BALANCE SHEETS
  September 30, 2003 and March 31, 2003 and 2002
(Stated in US Dollars)
----------------------

                                                        [Enlarge/Download Table]


                                                                 (Unaudited)                                      
                                                                September 30,               March 31,             
                                                                                            ---------             
                                                     ASSETS         2003              2003              2002      
                                                     ------         ----              ----              ----      
                                                                                                                  

Current                                                                                                           
   Cash                                                       $         1,566   $             -   $             - 

Capital assets - Note 3                                                10,613            12,279            16,501 
                                                               --------------    --------------    -------------- 
                                                              $        12,179   $        12,279   $        16,501 
                                                               ==============    ==============    ============== 

                                                    LIABILITIES                                                   
                                                    -----------                                                   
Current                                                                                                           
   Accounts payable and accrued liabilities - Note 8          $        76,451   $       23,054    $        83,094 
   Due to related parties - Note 4                                      3,582            3,582             30,894 
   Loan payable to shareholder - Note 9                                 5,000                -                  - 
                                                               --------------    -------------     -------------- 
                                                                       85,033           26,636            113,988 
Convertible debentures - Note 7                                             -                -            587,964 
                                                               --------------    -------------     -------------- 
                                                                       85,033           26,636            701,952 
                                                               --------------    -------------     -------------- 

                                             STOCKHOLDERS' DEFICIENCY                                             
                                             ------------------------                                             

Common stock, $0.0001 par value - Notes 5, 7 and 9                                                                
  100,000,000 shares authorized                                                                                   
  Issued  shares:  September  30, 2003: 9,751,304                                                                 
  (unaudited) March 31,2003: 8,051,304;                                                                           
  March 31, 2002: 5,146,500)                                              975               805               515 
Additional paid-in capital                                            773,199           728,369             3,008 
Deficit accumulated during the prior development stage          (     151,117)    (     151,117)    (     151,117)
Deficit accumulated during the development stage                (     695,911)    (     592,414)    (     537,857)
                                                                -------------     -------------     ------------- 
                                                                (      72,854)    (      14,357)    (     685,451)
                                                                -------------     -------------     ------------- 
                                                              $        12,179   $        12,279   $        16,501 
                                                                =============     =============     ============= 

Nature and Continuance of Operations - Note 1                                   
Commitments - Notes 5, 7 and 9                                                  

SEE ACCOMPANYING NOTES

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eCourierCorps Inc.
 (A Development Stage Company)
STATEMENTS OF OPERATIONS
   for the three  months and six months  ended  September  30, 2003,
   2002,  for the years ended March 31, 2003,  2002 and 2001 and
       for the  period  April  1,  2000  (Date  of  Commencement  of
Development Stage) to September 30, 2003  
(Stated in US Dollars)
----------------------

                                                        [Enlarge/Download Table]

                                                                                                                 (Unaudited) 
                                                                                                                April 1, 2000
                                                                                                                (Date of Com-
                                                                                                                 mencement of
                                           (Unaudited)          (Unaudited)                                      Development 
                                        Three months ended    Six months ended                                     Stage) to 
                                           September 30,         September 30           Years ended March 31,    September 30
                                         2003       2002       2003       2002       2003       2002       2001       2003   
                                         ----       ----       ----       ----       ----       ----       ----       ----   
                                                                                                                             
Expenses                                                                                                                     
   Advertising and promotion        $   1,069 $        - $    5,291 $        - $        - $      587 $   20,215 $   26,093   
   Amortization                           778      1,058      1,666      2,275      4,222      5,784      5,461     17,133   
   Audit and accounting fees-Note 8     7,019        276     13,122        621     11,448      4,345      5,646     34,561   
   Bank charges and interest-Note 8        36      7,881         76     15,666     23,621     31,344     19,293     74,334   
   Consulting fees - Note 8            30,000      5,000     50,000      5,000     14,534     52,168    200,329    317,031   
   Legal fees - Note 8                  6,067        223     10,067        223        448      1,460     15,834     27,809   
   Office, telephone and                                                                                                     
    miscellaneous - Note 8             10,380         11     17,390        110        284      7,958     39,907     65,539   
   Software research and development        -          -          -          -          -          -     66,410     66,410   
   Transfer agent fees                    475          -        675          -          -        500        650      1,825   
   Travel                                 607          -      5,210          -          -      1,212     55,485     61,907   
                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------   
Loss before other items                56,431     14,449    103,497     23,895     54,557    105,358    429,230    692,642   
                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------   
Other items:                                                                                                                 
   Write-off of intangible assets           -          -          -          -          -          -  (   1,325) (   1,325)  
   Gain (loss) on foreign exchange          -          -          -          -          -        138  (   2,082) (   1,944)  
                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------   
                                            -          -          -          -          -        138  (   3,407) (   3,269)  
                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------   
Net loss for the period            $(  56,431)$(  14,449)$( 103,497)$(  23,895)$(  54,557)$( 105,220)$( 432,637)$( 695,911)  
                                    =========  =========  =========  =========  =========  =========  =========  =========   
Basic and diluted loss per share   $(    0.01)$(    0.00)$(    0.01)$(    0.00)$(    0.01)$(    0.02)$(    0.08)$(    0.12)  
                                    =========  =========  =========  =========  =========  =========  =========  =========   
Weighted average number of shares                                                                                            
outstanding for the period          9,751,304  5,146,500  9,351,850  5,146,500  5,571,773  5,146,500  5,146,500  5,870,219   
                                    =========  =========  =========  =========  =========  =========  =========  =========   

SEE ACCOMPANYING NOTES

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eCourierCorps Inc.
 (A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the six months ended  September  30, 2003,  2002,for the
 years ended March 31,  2003, 2002 and 2001 and for the period
April 1, 2000 (Date of Commencement  of Development  Stage)   
to  September 30, 2003
(Stated in US Dollars)
----------------------

                                                        [Enlarge/Download Table]

                                                                                                            (Unaudited)  
                                                                                                           April 1, 2000 
                                                                                                           (Date of Com- 
                                                                                                            mencement of 
                                                      (Unaudited)                                           Development  
                                                   Six months ended                                           Stage) to  
                                                     September 30,             Years ended March 31,        September 30,
                                                   2003        2002        2003         2002        2001        2003     
                                                   ----        ----        ----         ----        ----        ----     
                                                                                                                         
Cash flows used in Operating Activities                                                                                  
  Net loss for the period                    $( 103,497) $(  23,895) $(  54,557)  $( 105,220) $( 432,637) $( 695,911)    
  Add items not involving cash:                                                                                          
   Amortization                                   1,666       2,275       4,222        5,784       5,461      17,133     
   Write-off of intangible assets                     -           -           -            -       1,325       1,325     
  Changes in non-cash working capital items                                                                              
   related to operations:                                                                                                
   Prepaid expenses                                   -           -           -        7,911   (   7,911)          -     
   Accounts payable and accrued liabilities      63,397       5,990      50,335       26,247     106,438     246,417     
                                              ---------   ---------   ---------   ----------   ---------   ---------     
                                              (  38,434)  (  15,630)          -    (  65,278)  ( 327,324)  ( 431,036)    
                                              ---------   ---------   ---------   ----------   ---------   ---------     
Cash Flows used in Investing Activity                                                                                    
   Acquisition of capital assets                      -           -           -            -   (  16,447)  (  16,447)    
                                              ---------   ---------   ---------   ----------   ---------   ---------     
Cash Flows provided by Financing Activities                                                                              
   Increase in loans payable                      5,000           -           -       24,130      26,651      55,781     
   Increase in convertible debenture                  -      15,630           -       31,177     246,937     278,114     
   Proceeds from common stock subscriptions      35,000           -           -            -           -      35,000     
                                              ---------   ---------   ---------   ----------   ---------   ---------     
                                                 40,000      15,630           -       55,307     273,588     368,895     
                                              ---------   ---------   ---------   ----------   ---------   ---------     

                                                                                                         .../Cont'd.     

SEE ACCOMPANYING NOTES

10-12G/A 29th Page of 38 TOC 1st Previous Next ↓Bottom Just 29th
                               eCourierCorps Inc.                      Continued
 (A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the six months ended  September  30, 2003,  2002,for the
 years ended March 31,  2003, 2002 and 2001 and for the period
April 1, 2000 (Date of Commencement  of Development  Stage)   
to  September 30, 2003
(Stated in US Dollars)
----------------------

                                                        [Enlarge/Download Table]

                                                                                                      (Unaudited)  
                                                                                                     April 1, 2000 
                                                                                                     (Date of Com- 
                                                                                                      mencement of 
                                                (Unaudited)                                           Development  
                                             Six months ended                                           Stage) to  
                                               September 30,             Years ended March 31,        September 30,
                                             2003        2002        2003         2002        2001        2003     
                                             ----        ----        ----         ----        ----        ----     
                                                                                                                   

Increase (decrease) in cash during                                                                                 
the period                                  1,566           -           -    (   9,971)  (  70,183)  (  78,588)    

Cash, beginning of the period                   -           -           -        9,971      80,154      80,154     
                                        ---------   ---------   ---------    ---------   ---------   ---------     
Cash, end of the period                $    1,566  $        -  $        -   $        -  $    9,971  $    1,566     
                                        =========   =========   =========    =========   =========   =========     
Supplementary disclosure of cash flow                                                                              
 information Cash paid for:                                                                                        
     Interest                          $        -  $        -  $        -   $        -  $        -  $        -     
                                        =========   =========   =========    =========   =========   =========     
     Income taxes                      $        -  $        -  $        -   $        -  $        -  $        -     
                                        =========   =========   =========    =========   =========   =========     

Non-cash transactions - Note 5                                                  

SEE ACCOMPANYING NOTES

10-12G/A 30th Page of 38 TOC 1st Previous Next ↓Bottom Just 30th
eCourierCorps Inc.
 (A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIENCY 
 for the period September 23, 1996 (Date of Inception)
to  September 30, 2003
(Stated in US Dollars)
----------------------

                                                        [Enlarge/Download Table]

                                                                                          Deficit                               
                                                                                        Accumulated      Deficit                
                                                                                      During prior to  Accumulated              
                                                                            Additional  Development    During the               
                                                      Common Shares           Paid-in      Stage       Development              
                                               ------------------------                                                         
                                                    Number    Par Value       Capital     (Note 1)         Stage           Total
                                                    ------    ---------       -------    --------          -----           -----
                                                                                                                                

Stock issued for cash at - $0.10 per share           1,000   $        1   $         99  $        -  $          -  $         100 
Cash contributed by a director                           -            -            100           -             -            100 
Additional paid-in capital for organizational                                                                                   
expenses incurred by a                                                                                                          
 director on behalf of the Company                       -            -            972           -             -            972 
Stock issued for "The Source" license at fair                                                                                   
 market value of - $0.001 per share              1,045,500          104            941           -             -          1,045 
Net loss for the period                                  -            -              -           -             -              - 
                                               -----------   ----------   ------------  ----------  ------------  ------------- 
Balance, March 31, 1997                          1,046,500          105          2,112           -             -          2,217 
Cash contributed by a director                           -            -            100           -             -            100 
Stock issued for "Humates" license at a fair                                                                                    
 market value of - $0.001 per share                100,000           10             90           -             -            100 
Additional paid-in capital for organizational                                                                                   
 expenses incurred by a  director on behalf                                                                                     
 of the Company                                          -            -            346           -             -            346 
Net loss for the year ended March 31, 1998               -            -              -           -             -              - 
                                               -----------   ----------   ------------  ----------  ------------  ------------- 
Balance, March 31, 1998                          1,146,500          115          2,648           -             -          2,763 
Additional paid-in capital for organizational                                                                                   
 expenses incurred by a director on behalf                                                                                      
 of the Company                                          -            -            160           -             -           160  
Net loss for the year ended March 31, 1999               -            -              -           -             -             -  
                                               -----------   ----------   ------------  ----------  ------------   -----------  
Balance, March 31, 1999                          1,146,500          115          2,808           -             -         2,923  
Capital stock issued for cash at $0.0001 per                                                                                    
 share                                           6,000,000          600              -           -             -           600  
Cancelled shares                               ( 2,000,000)  (      200)           200           -             -             -  
Net loss for the period ended March 31, 2000             -            -              - (   151,117)            -  (    151,117) 
                                               -----------   ----------   ------------  ----------  ------------   -----------  
Balance, March 31, 2000                          5,146,500          515          3,008 (   151,117)            -  (    147,594) 

                                                                                                                    .../Cont'd. 

SEE ACCOMPANYING NOTES

10-12G/A 31st Page of 38 TOC 1st Previous Next ↓Bottom Just 31st
                                eCourierCorps Inc.                     Continued
 (A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIENCY 
 for the period September 23, 1996 (Date of Inception)
to  September 30, 2003
(Stated in US Dollars)
----------------------

                                                        [Enlarge/Download Table]

                                                                                       Deficit                               
                                                                                     Accumulated      Deficit                
                                                                                   During prior to  Accumulated              
                                                                         Additional  Development    During the               
                                                    Common Shares          Paid-in      Stage       Development              
                                             ------------------------                                                        
                                                  Number    Par Value      Capital     (Note 1)         Stage           Total
                                                  ------    ---------      -------    --------          -----           -----
                                                                                                                             

Balance, March 31, 2000 (carried forward)      5,146,500          515         3,008 (   151,117)            -   (   147,594) 
Net loss for the year ended March 31, 2001             -            -             -           -     ( 432,637)  (   432,637) 
                                             -----------   ----------  ------------  ----------   -----------   -----------  
Balance, March 31, 2001                        5,146,500          515         3,008 (   151,117)    ( 432,637)  (   580,231) 
Net loss for the year ended March 31, 2002             -            -             -           -     ( 105,220)  (   105,220) 
                                             -----------   ----------  ------------  ----------   -----------    ----------  
Balance, March 31, 2002                        5,146,500          515         3,008 (   151,117)    ( 537,857)  (   685,451) 
Capital stock subscribed pursuant to debt                                                                                    
 settlement agreements                           458,997           46       114,153           -             -       114,199  
Capital stock subscribed pursuant to                                                                                         
 conversion of debentures                      2,445,807          244       611,208           -             -       611,452  
Net loss for the year ended March 31, 2003             -            -             -           -     (  54,557)  (    54,557) 
                                             -----------   ----------  ------------  ----------   -----------    ----------  
Balance, March 31, 2003                        8,051,304          805       728,369 (   151,117)    ( 592,414)  (    14,357) 
Capital stock subscribed at $0.01 per share                                                                                  
 pursuant to settlement of debts agreements    1,000,000          100         9,900           -             -        10,000  
Capital stock subscribed for cash -                                                                                          
 at $0.05 per share                              700,000           70        34,930           -             -        35,000  
Net loss for the six months ended                                                                                            
 September 30, 2003                                    -            -             -           -     ( 103,497)  (   103,497) 
                                             -----------   ----------  ------------   ---------   -----------   -----------  
Balance, September 30, 2003 (Unaudited)        9,751,304   $      975  $    773,199 $(  151,117) $  ( 695,911) $(    72,854) 
                                             ===========   ==========  ============   =========   ===========   ===========  

Par value and additional  paid-in capital have been  retroactively  adjusted for
changes in par value due to the merger (Note 1).                                

SEE ACCOMPANYING NOTES

10-12G/A 32nd Page of 38 TOC 1st Previous Next ↓Bottom Just 32nd
eCourierCorps Inc.
 (A Development Stage Company)
 NOTES TO THE FINANCIAL STATEMENTS
September 30, 2003 and March 31, 2003, 2002 and 2001  
(Stated in US Dollars)
----------------------

Note 1        Nature and Continuance of Operations                              
------------------------------------                

              eCouriercorps  Inc. (the "Company") was  incorporated on September
              23, 1996 under the laws of the State of Texas as Alvin  Consulting
              Inc. On July 15, 1999 the  shareholders of the Company  approved a
              merger  with  a  newly  incorporated   company  in  the  State  of
              Washington,  and the surviving company,  Realty  Technologies Inc.
              operates under the laws of the State of Washington.  On August 12,
              1999  shareholders  of the Company  approved an  amendment  to the
              articles  of the Company  changing  its name to Equinta  Corp.  On
              April 10, 2000 the  shareholders of the Company approved a further
              change to the articles of the Company changing its name to Courier
              Corps Inc. On May 16, 2000 the shareholders the Company approved a
           further change in the name of the Company to eCourierCorps Inc.

              The Company is currently pursuing business acquisitions and has no
              business  operations  or  sources  of  revenue.   These  financial
              statements  have been  prepared on a going  concern  basis.  As at
              September 30, 2003, the Company has a working  capital  deficiency
              of $83,467  (unaudited)  and has accumulated a deficit of $847,028
              (unaudited) since inception. Management believes that its expected
              financing will be provided by existing shareholders.  There can be
              no  assurance  that  additional   funding  will  be  available  on
              acceptable  terms, if at all. The Company's ability to continue as
              a  going  concern  is  dependent  upon  its  ability  to  generate
              profitable operations in the future and/or to obtain the necessary
              financing  to meet  its  obligations  and  repay  its  liabilities
       arising from normal business operations when they come due.

Note 2        Summary of Significant Accounting Policies                        
------------------------------------------          

              The  financial  statements  of the company  have been  prepared in
              accordance with accounting  principles  generally  accepted in the
              United States of America.  Because a precise determination of many
              assets and  liabilities  is  dependent  upon  future  events,  the
              preparation  of  financial  statements  for a  period  necessarily
              involves the use of estimates  which have been made using  careful
   judgment. Actual results may vary from these estimates.

              The financial  statements  have,  in  management's  opinion,  been
              properly  prepared  within  reasonable  limits of materiality  and
              within  the  framework  of  the  significant  accounting  policies
summarized below:                                   

Development Stage Company                           
-------------------------                           

              The Company  complies with  Financial  Accounting  Standard  Board
              Statement  No.  7  and  The  Securities  and  Exchange  Commission
              Exchange  Act Guide 7 for its  characterization  of the Company as
development stage.                                  

              The Company is currently a  development  stage  company as defined
              under  Statement  of  Accounting  Standards  ("SFAS")  No.  7.  As
              required for  development  stage  enterprises,  the  statements of
              operations and cash flows include a total of all expenditures from
              the Date of Commencement of the Development  Stage (April 1, 2000)
              to  September  30,  2003.  Prior  to April 1,  2000,  the  Company
              developed and sold the rights to a web based internet  application
in the real estate industry.                        

10-12G/A 33rd Page of 38 TOC 1st Previous Next ↓Bottom Just 33rd
eCourierCorps Inc.                                                              
(A Development Stage Company)                                                   
Notes to the Financial Statements                                               
September 30, 2003 and March 31, 2003,2002 and 2001                             
(Stated in US Dollars) - Page 2                                                 

Note 2        Summary of Significant Accounting Policies - (cont'd)             
------------------------------------------          

Income Taxes                                        
------------                                        

              The Company uses the  liability  method of  accounting  for income
              taxes pursuant to Statement of Financial Accounting Standards, No.
              109  "Accounting  for  Income  Taxes".  Deferred  tax  assets  and
              liabilities   are   recognized   for   future   tax   consequences
              attributable  to  differences   between  the  financial  statement
              carrying  amounts of  existing  assets and  liabilities  and their
              respective  tax bases.  Deferred  tax assets and  liabilities  are
              measured  using  enacted  tax rates  expected  to apply to taxable
              income  in the  years in which  those  temporary  differences  are
              expected to be recovered or settled.  When necessary,  a valuation
              allowance  is recorded to reduce tax assets to an amount for which
              realization  is more likely than not. The effect of changes in tax
              rates is recognized in the period in which the rate change occurs.

Basic and Diluted Loss Per Share                    
--------------------------------                    

              The Company  reports basic loss per share in  accordance  with the
              Statement of Financial Accounting Standards No. 128, "Earnings Per
              Share".  Basic  loss per  share is  computed  using  the  weighted
              average number of shares  outstanding  during the period.  Diluted
              loss  per  share  includes  the  potentially  dilutive  effect  of
              outstanding  debt and stock  options  which are  convertible  into
              common shares.  Diluted loss per share has not been provided as it
would be anti-dilutive.                             

Capital Assets and Amortization                     
-------------------------------                     

              Capital  assets are  recorded  at cost.  Amortization  is provided
      using the declining balance method at the following rates:

                   Computer equipment                        30%
                   Computer software                         40%
                   Office equipment                          30%
                   Office furniture                          20%

              Capital asset additions  during the year are amortized at one-half
rates.                                              

Financial Instruments                               
---------------------                               
              The  carrying  value  of  the  Company's  financial   instruments,
              consisting  of cash and accounts  payable and accrued  liabilities
              approximate  their fair value due to the short  term  maturity  of
              such  instruments.  Due to  related  parties  and loan  payable to
              shareholder also approximates fair value.  Unless otherwise noted,
              it is  management's  opinion  that the  Company is not  exposed to
              significant interest,  currency or credit risks arising from these
financial instruments.                              

Convertible Debt                                    
----------------                                    
              The Company has accounted for convertible  debt as required by APB
              Opinion No. 14 "Accounting  for  Convertible  Debt and Debt Issued
with Stock Purchase Warrants".                      

10-12G/A 34th Page of 38 TOC 1st Previous Next ↓Bottom Just 34th
eCourierCorps Inc.                                                              
(A Development Stage Company)                                                   
Notes to the Financial Statements                                               
September 30, 2003 and March 31, 2003,2002 and 2001                             
(Stated in US Dollars) - Page 3                                                 

Note 2        Summary of Significant Accounting Policies - (cont'd)             
------------------------------------------          

Stock-based Compensation                            
------------------------                            

              The  Company  has  a  stock-based   compensation  plan,  which  is
              described  in Note 5. The Company uses the  intrinsic  value based
              method of APB  Opinion  No.  25,  Accounting  for Stock  Issued to
              Employees,  to account for its employee  stock-based  compensation
              plans. The Company has therefore  adopted the pro forma disclosure
              provisions   of  SFAS  No.   123,   Accounting   for   Stock-based
              Compensation   as  amended  by  SFAS  No.  148,   Accounting   for
              Stock-based Compensation - Transition and Disclosure, an amendment
to SFAS Statement No. 123.                          

New Accounting Standards                            
------------------------                            

              Management does not believe that any recently issued,  but not yet
              effective  accounting  standards if currently adopted could have a
     material effect on the accompanying financial statements.

Note 3        Capital Assets                                                    
--------------                                      
              
                                                        [Enlarge/Download Table]
                                                                                              
                                                                                              
                                     (Unaudited)                                              
                                 September 30, 2003                          March 31,        
                    ----------------------------------------------                            
                                     Accumulated                        2003           2002   
                        Cost         Amortization        Net             Net            Net   
                    -----------     ------------     -----------     ----------     ----------
                                                                                              
Computer equipment  $    17,167    $      12,998     $     4,169    $     5,005    $     7,150
Computer software           544              442             102            131            218
Office equipment          3,078             2116             962          1,142          1,632
Office furniture          9,700             4320            5380          6,001          7,501
                     ----------      -----------      ----------     ----------     ----------
                    $    30,489    $      19,876     $    10,613    $    12,279    $    16,501
                     ==========      ===========      ==========     ==========     ==========
                                                                   
Note 4        Due to Related Parties                                            
----------------------                              
              The amounts due to related  parties are due to shareholders of the
              Company and former  directors of the Company and are  non-interest
        bearing, unsecured and have no specific terms for repayment.

10-12G/A 35th Page of 38 TOC 1st Previous Next ↓Bottom Just 35th
eCourierCorps Inc.                                                              
(A Development Stage Company)                                                   
Notes to the Financial Statements                                               
September 30, 2003 and March 31, 2003,2002 and 2001                             
(Stated in US Dollars) - Page 4                                                 

Note 5        Capital Stock                                                     
-------------                                       

Changes in Securities                               
---------------------                               
              During the three  years  ended  March 31,  2003 and the six months
              ended September 30, 2003 the Company  completed the following debt
and equity transactions:                            

              During the period ended  September 30, 2003, the Company agreed to
              issue 1,000,000  common shares at $0.01 for settlement of debts of
              $10,000 pursuant to a Regulation S private placement of restricted
              securities to a corporation controlled by a former director of the
Company.                                            

              During the period ended  September 30, 2003,  the Company  entered
              into a  Regulation  S private  placement  with an investor for the
 issuance of 700,000 common shares at $0.05 per share.

              During  the year  ended  March 31,  2003,  the  Company  converted
              $611,452  in  convertible  debentures,   including  principal  and
              interest,  which were issued and outstanding (Note 7) at $0.25 per
share and issued 2,445,807 common shares.           

              During  the  year  ended  March  31,  2003,  the  Company  settled
              additional debts aggregating $114,199 by issuing 458,997 shares in
              the capital  stock of the Company at  $0.20-$0.25  per share (Note
8).                                                 

Stock Option Plan and Stock-based Compensation      
----------------------------------------------      

              In June 2003, the Board of Directors  approved a stock option plan
              for the  Company  which  provides  for  allocation  of  options to
              purchase up to 750,000 common shares of the Company. The directors
              also  approved the issuance of options to a director to acquire up
              to 250,000  common  shares of the Company at $0.25 per share.  The
              options  have a term of ten  years  expiring  in June,  2013.  The
              option  plan is subject to  approval  by the  shareholders  of the
Company.                                            

              As disclosed  in Note 2, the Company does not record  compensation
              expense  on  the  granting  of  stock  options  to  employees.  In
              accordance   with  SFAS  No.  123   "Accounting   for  Stock-based
              Compensation"  disclosure  of pro  forma net loss and net loss per
              share is  required  by  determining  the fair value of the options
              using fair value option pricing models. The Company has determined
              the fair value of vested  employee stock options using the minimum
              value method which does not consider  volatility  of the Company's
              share price.  Had  compensation  expenses for the Company's  stock
              option plan been  determined  based on the minimum value method at
              the date the stock purchase  options vest there would be no effect
on pro forma loss.                                  

              The fair value for these stock  options was  estimated at the date
        of vesting using the following weighted average assumptions:

     Dividend yield                                         0%
     Weighted average expected life of stock options    10 yrs
     Risk-free interest rate                             3.33%

10-12G/A 36th Page of 38 TOC 1st Previous Next ↓Bottom Just 36th
eCourierCorps Inc.                                                              
(A Development Stage Company)                                                   
Notes to the Financial Statements                                               
September 30, 2003 and March 31, 2003,2002 and 2001                             
(Stated in US Dollars) - Page 5                                                 

Note 6        Income Taxes                                                      

              The following table  summarizes the significant  components of the
company's deferred tax assets:                      

                                                    March 31, 2003
                                                    --------------
Deferred Tax Assets                                   
      Non-capital loss carryforward                $   260,000
     Valuation allowance for deferred tax asset      (  260,000)
                                                    ----------
                                                   $         -
                                                    ==========

              The amount  taken into income as deferred  tax assets must reflect
              that portion of the income tax loss  carryforwards  that is likely
              to be realized from future  operations.  The company has chosen to
              provide an allowance of 100% against all available income tax loss
carryforwards, regardless of their time of expiry.  

              At March 31, 2003, the Company has accumulated  non-capital losses
              totalling  approximately  $740,000,  which are available to reduce
              taxable  income in future  taxation  years.  These  losses  expire
              beginning in 2022. The potential  benefit of these losses, if any,
has not been recorded in the financial statements.  

Note 7        Convertible Debentures                                            
----------------------                              

              In November 1999, the Company issued a convertible  debenture with
              a  principle   balance  of  $82,931  to  a  corporation  that  was
              controlled by a former  director of the Company.  The  convertible
              debenture  had a term of three  months and  accrued  interest at a
              rate  of 8%  per  annum.  On  January  27,  2003  the  convertible
              debenture  along with accrued  interest of $20,624 were settled by
              the issuance of 414,220  common  shares issued at a price of $0.25
per share.                                          

              In November 1999, the Company issued a convertible  debenture with
              a principle  balance of $83,250 to an  investor.  The  convertible
              debenture  had a term of three  months and  accrued  interest at a
              rate  of 8%  per  annum.  On  January  27,  2003  the  convertible
              debenture  along with  accrued  interest of $20,703 was settled by
              the issuance of 415,813  common  shares issued at a price of $0.25
per share.                                          

              In November 2000, the company issued a convertible  debenture with
              a principal  balance of $93,500 to a  shareholder  of the company.
              The  convertible  debenture  had a term of one  year  and  accrued
              interest  at a rate of 8% per  annum.  On  February  11,  2003 the
              convertible  debenture along with accrued  interest of $18,507 was
              settled by the issuance of 448,030 common shares issued at a price
of $0.25 per share.                                 

10-12G/A 37th Page of 38 TOC 1st Previous Next ↓Bottom Just 37th
eCourierCorps Inc.                                                              
(A Development Stage Company)                                                   
Notes to the Financial Statements                                               
September 30, 2003 and March 31, 2003,2002 and 2001                             
(Stated in US Dollars) - Page 6                                                 

Note 7        Convertible Debentures - (cont'd)                                 
----------------------                              

              In March 2001, the Company  issued a convertible  debenture with a
              principle  balance of $130,000 to a corporation with a director in
              common with the Company.  The convertible  debenture had a term of
              three  months and accrued  interest at a rate of 8% per annum.  On
              January  27, 2003 the  convertible  debenture  along with  accrued
              interest of $18,268 was settled by the issuance of 593,068  common
shares issued at a price of $0.25 per share.        

              In August 2001, the Company issued a convertible  debenture with a
              principal balance of $143,669 in settlement of accounts payable to
              a former director of the Company. The convertible  debenture has a
              term of three months and was non-interest  bearing. On January 27,
              2003,  the  convertible  debenture  was settled by the issuance of
574,676 common shares at a price of $0.25 per share.

Note 8        Related Party Transactions - Notes 4, 5, 7 and 9                  
--------------------------                          

              In January 2003, the Company settled debts  aggregating  $9,415 by
              the issuance of 37,662  shares in the capital stock of the Company
              to a Corporation  that is  controlled by a former  director of the
              Company.  The $9,415 was comprised of consulting fees and expenses
              incurred  by  the  Corporation  related  to  the  business  of the
Company. The fees were accrued from 2001 to 2003.   

              In  January  2003,  the  Company  settled  all of its  convertible
              debentures outstanding along with accrued interest,  which include
              $247,224 due to a Company  controlled by a former  director of the
              Company and $148,267 due to a Corporation  formerly with directors
in common with the Company.                         

              In February and May 2003,  the Company  settled debts  aggregating
              $32,489 by the issuance of 129,954 common shares to a firm that is
              controlled  by the  former  president  of the  Company.  The debts
              consisted of consulting  fees accrued in 2001 and a final contract
settlement.                                         

              Amounts paid or accrued to directors, former directors and related
              companies  or  companies  in  which a  director  is a  partner  or
associate are as follows:                           

                                                                      [Enlarge/Download Table]
                                                                                           
                                                                                           
                          (Unaudited)                                                      
                         September 30,                            March 31,                
                 ------------------------------  ----------------------------------------  
                      2003           2002            2003           2002           2001    
                      ----           ----            ----           ----           ----    
                                                                                           
Accounting fees  $     11,622    $        621    $      1,448   $      4,345   $      5,646
Consulting fees        50,000           5,000          12,500         12,500         60,000
Interest                    -           8,541          12,824         17,037          8,991
Legal fees             10,000               -             448          1,460         15,834
Office                  7,104               -             172              -            896
                  -----------     -----------     -----------    -----------    -----------
                 $     78,726    $     14,162    $     27,392   $     35,342   $     91,367
                  ===========     ===========     ===========    ===========    ===========
                                                                  
              Included  in  accounts  payable at  September  30, 2003 is $63,505
              (unaudited) (March 31, 2003: $9,219;  March 31, 2002: $Nil) due to
              a director  of the Company  and a company  controlled  by a former
director of the Company.                            

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eCourierCorps Inc.                                                              
(A Development Stage Company)                                                   
Notes to the Financial Statements                                               
September 30, 2003 and March 31, 2003,2002 and 2001                             
(Stated in US Dollars) - Page 7                                                 

Note 9        Loans Payable to Shareholders                                     
-----------------------------                       

              In September 2003, the Company  borrowed $5,000 from a shareholder
              pursuant to a promissory  note  agreement.  The note has a term of
              one month. Interest is calculated and payable upon maturity of the
              note at a rate of 2% per  month.  In the  event  of  default,  the
              Company will issue 50,000 restricted shares to the lender for each
              month that the loan remains unpaid.  The loan is collateralized by
              a firm  that  is the  company's  consultant  and  shareholder.  In
              October 2003,  the loan was in default and,  together with accrued
     interest, the Company is required to issue 50,000 shares.

              In October  2003 the Company  borrowed  $8,000 from a  shareholder
              pursuant to a promissory  note  agreement.  The note has a term of
              one month. Interest is calculated and payable upon maturity of the
              note at a rate of 2% per  month.  In the  event  of  default,  the
              Company will issue 50,000 restricted shares to the lender for each
month that the loan remains unpaid.                 

              In November and December  2003, the Company  received  proceeds of
              $78,000 from a  shareholder.  The amounts  provided have been used
              for  operating  purposes  and are  unsecured  and have no specific
terms of interest payable or repayment.

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Dates Referenced Herein

		Referenced-On Page
This ‘10-12G/A’ Filing	Date	First	Last	Other Filings

Filed on:	12/19/03			None on these Dates
	12/18/03	22
	9/30/03	24	38
	8/31/03	18
	7/16/03	25
	6/30/03	15	20
	4/1/03	18	20
	3/31/03	18	38
	2/11/03	20	36
	2/4/03	18
	1/27/03	20	37
	9/30/02	27	29
	3/31/02	18	38
	9/1/01	2	14
	3/31/01	18	38
	12/8/00	18
	5/16/00	2	32
	4/10/00	2	32
	4/6/00	18
	4/1/00	15	32
	3/31/00	14	31
	3/21/00	18
	3/10/00	18
	11/22/99	2	15
	10/1/99	14
	8/12/99	2	32
	7/15/99	2	32
	4/12/99	21
	4/1/99	15
	3/31/99	30
	3/31/98	14	30
	3/31/97	14
	9/23/96	2	32
				List all Filings

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Filing Submission 0001170423-03-000153 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Modern City Entertainment Inc. – ‘10-12G/A’ on 12/19/03

On: Friday, 12/19/03, at 1:08pm ET · Accession #: 1170423-3-153 · File #: 0-50468

Amendment to Registration of Securities (General Form) — Form 10Filing Table of Contents

Document Table of Contents

Dates Referenced Herein

Amendment to Registration of Securities (General Form) — Form 10
Filing Table of Contents