eCrypt Technologies, Inc. (Form: 10-12G, Received: 11/10/2008 15:43:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

eCrypt Technologies, Inc.

(Exact name of registrant as specified in its charter)

Colorado

(State or jurisdiction of incorporation or organization)

32-0201472

(I.R.S. Employer Identification No.)

4750 Table Mesa Dr.

Boulder CO, 80305

(Address of principal executive offices)

Issuers telephone number 1.866.241.6868

Securities to be registered pursuant to Section 12(b) of the Act.

Title of each class

None

Name of each exchange on which registered

None

Securities to be registered pursuant to Section 12(g) of the Act.

500,000,000 shares of common stock, without par value

(Title of Class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Larger accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [ X ]

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

ITEM 1. BUSINESS

ITEM 1A. RISK FACTORS

ITEM 2. FINANCIAL INFORMATION

ITEM 3. PROPERTIES

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

ITEM 6. EXECUTIVE COMPENSATION

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 22

ITEM 8. LEGAL PROCEEDINGS

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. 23

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 13. FINANACIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURES

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

THIS REGISTRATION STATEMENT ON FORM 10 CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES, PRINCIPALLY IN THE SECTIONS ENTITLED “DESCRIPTION OF BUSINESS,” “RISK FACTORS,” AND “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.” ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT CONTAINED IN THIS FORM 10, INCLUDING STATEMENTS REGARDING FUTURE EVENTS, OUR FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY AND PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, ARE FORWARD-LOOKING STATEMENTS. WE HAVE ATTEMPTED TO IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY INCLUDING “ANTICIPATES,” “BELIEVES,” “CAN,” “CONTINUE,” “COULD,” “ESTIMATES,” “EXPECTS,” “INTENDS,” “MAY,” “PLANS,” “POTENTIAL,” “PREDICTS,” “SHOULD” OR “WILL” OR THE NEGATIVE OF THESE TERMS OR OTHER COMPARABLE TERMINOLOGY. ALTHOUGH WE DO NOT MAKE FORWARD-LOOKING STATEMENTS UNLESS WE BELIEVE WE HAVE A REASONABLE BASIS FOR DOING SO, WE CANNOT GUARANTEE THEIR ACCURACY. THESE STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS, INCLUDING THE RISKS OUTLINED UNDER “RISK FACTORS” OR ELSEWHERE IN THIS FORM 10, WHICH MAY CAUSE OUR OR OUR INDUSTRY’S ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. MOREOVER, WE OPERATE IN A VERY COMPETITIVE AND RAPIDLY CHANGING ENVIRONMENT. NEW RISKS EMERGE FROM TIME TO TIME AND IT IS NOT POSSIBLE FOR US TO PREDICT ALL RISK FACTORS, NOR CAN WE ADDRESS THE IMPACT OF ALL FACTORS ON OUR BUSINESS OR THE EXTENT TO WHICH ANY FACTOR, OR COMBINATION OF FACTORS, MAY CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENTS.

YOU SHOULD NOT PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENT, EACH OF WHICH APPLIES ONLY AS OF THE DATE OF THIS FORM 10. BEFORE YOU INVEST IN OUR COMMON STOCK, YOU SHOULD BE AWARE THAT THE OCCURRENCE OF THE EVENTS DESCRIBED IN THE SECTION ENTITLED “RISK FACTORS” AND ELSEWHERE IN THIS FORM 10 COULD NEGATIVELY AFFECT OUR BUSINESS, OPERATING RESULTS, FINANCIAL CONDITION AND STOCK PRICE. EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE PUBLICLY ANY OF THE FORWARD-LOOKING STATEMENTS AFTER THE DATE OF THIS FORM 10 TO CONFORM OUR STATEMENTS TO ACTUAL RESULTS OR CHANGED EXPECTATIONS.

ITEM 1. BUSINESS

Overview

eCrypt Technologies, Inc., a Colorado corporation (hereinafter “eCrypt,” the “Company,” or the “Registrant"), was incorporated in the State of Colorado, on April 19, 2007. The Company provides encryption software which secures the transmission of, storage of, and access to digital information. The Company is in the developmental stage of its business operations.

Principal Products

eCrypt is a development stage company whose primary business focus is on Information Security solutions which assist individuals and entities in securely transmitting, storing, and accessing information. The Registrant believes its business will come from three primary areas: (1) Software sales; (2) Managed Communication Network Services (“MCNS”); and (3) Information Technology (“IT”) consulting services. The Company believes that once it is no longer in the development stage, a majority of its revenues will be derived from software sales, while some of its revenue will be derived from MCNS and IT consulting services.

Softwar e - eCrypt is developing and plans to sell device-based encryption and security software for Personal Digital Assistants (“PDAs”), wireless handheld devices, laptop and desktop computers, pocket computers, cellular phones, smartphones, and other file storage devices. The Company has developed, and is currently in the process of running internal testing on, its flagship product, eCrypt for BlackBerry , encryption software for messaging on BlackBerry Wireless Handheld devices. In 2007, eCrypt secured a 50-user BETA test group for eCrypt for BlackBerry . eCrypt has also received a commitment from the 50-user BETA test group for the purchase of at least 100 licenses of eCrypt for BlackBerry upon successful completion of BETA testing; each individual license will be sold for $49.95.

eCrypt is also developing and plans to sell device-based encryption and security software which protects email, Short Message Service (“SMS”), peer-to-peer (“P2P”), PIN-to-PIN, Instant Messaging (“IM”), Multimedia Message Service (“MMS”), and voice communications for users on such devices and mobile devices. Additionally, eCrypt is developing and plans to sell device-based secure access interfaces which allow users to conduct financial activities on mobile devices, as well as secure access User Interfaces (“UIs”) for mobile devices. eCrypt has the ability to customize its device-based encryption and security software, as well as its secure access UIs, for the purpose of securely storing, communicating and accessing information. In addition to the device-based software, eCrypt is also developing and plans to sell appliance-based encryption software for email servers and for the files stored on servers.

Managed Communications Network Services – eCrpyt also operates a Managed Communications Network Services business through which eCrypt assits its clients with managing their electronic communication needs.

IT Consulting – eCrypt also will provide IT consulting services through which eCrypt will assist its clients with establishing solutions for deficiencies or weaknesses in the client’s business equipment, communications infrastructure, communications network security, and/or business practices in relation to the security of information.

Growth and Development

eCrypt is currently in the developmental stage of its business operations. The eCrypt team assembled in June 2006, at which time the members began concept development for what has become the Company’s flagship product, eCrypt for BlackBerry . The Company formally incorporated in the State of Colorado, on April 19, 2007 (“Incorporation Date”) and commenced product development shortly thereafter.

Since its Incorporation Date, the Company has performed a number of tasks in furtherance of the Company’s business. These tasks include, but are not limited to: i) setting up bank accounts; ii) establishing supplier accounts; iii) purchasing business equipment and software; iv) completing an initial private placement offering of common stock; v) entering into a service agreement with a client for MCNS; vi) entering into an OEM License agreement with Certicom (for the development of eCrypt for BlackBerry ) and a BlackBerry ISV (Independent Software Vendor) Alliance with Research In Motion (“RIM”), as more fully explained within this section; and vii) applying for Mass Market Commodity Classification for eCrypt for BlackBerry from the United States Department of Commerce Bureau of Industry and Security . The Company is currently in the process of running internal testing on, its flagship product, eCrypt for BlackBerry , encryption software for messaging on BlackBerry Wireless Handheld devices.

Certicom OEM

Effective January 31, 2008, eCrypt entered into an OEM License Agreement (the “OEM License Agreement”) with Certicom Corp., a cryptography company specializing in public key infrastructure implementations, device security, anti-counterfeiting, product authentication, asset management, and fixed-mobile convergence. Pursuant to the OEM License Agreement, eCrypt was granted a worldwide, non-exclusive, non-transferable license to develop a software product which combines eCrypt’s software with Certicom’s software, Security Builder Crypto-C for RIM, Version 3.2, as compiled within the Research in Motion Crypto API (“Security Builder”). Additionally, through the OEM License Agreement eCrypt was granted a license to reproduce and use the object code of the libraries, sample code, and other items specifically designated as “runtime” in Security Builder for distribution purposes. eCrypt is required to pay Certicom a production fee of $1.00 per unit for each application sold by eCrypt, with an initial $10,000 production fee for the first 10,000 units having been paid upon execution of the OEM License Agreement. The term of the OEM License Agreement is three (3) years.

The foregoing description of the OEM License Agreement does not purport to be complete and is qualified in its entirety by reference to the OEM License Agreement which is attached hereto as Exhibit 10.1

BlackBerry ISV with RIM

Effective April 2, 2008, eCrypt entered into a Blackberry Alliance Program – Master Alliance Agreement and joined the BlackBerry Alliance Program with Research in Motion Limited (“RIM”), a leading designer, manufacturer, and marketer of wireless solutions for the worldwide mobile communications market. Specifically, eCrypt is part of the BlackBerry® Independent Software Vendor (ISV) Alliance Program (the “Alliance Program”). The Alliance Program is intended to provide certain support to members who are interested in integrating marketable third party applications for BlackBerry wireless handheld devices. As a BlackBerry® ISV Alliance Member™, eCrypt receives resources, support and tools from RIM needed to develop and sell software applications for BlackBerry smartphone users.

Members of the Alliance Program are granted the personal, non-exclusive, non-transferrable right to distribute BlackBerry Solutions or Third Party Software for RIM Products in the Member’s designated territory. eCrypt’s designated territory is the United States of America. As part of the Alliance Program,

RIM and eCrypt are permitted to engage in joint marketing efforts with the other on a non-exclusive basis from time to time.

The initial term of the Alliance Program is one (1) year. Thereafter, RIM may elect to renew the relationship with eCrypt for successive one-year periods. The annual fee for membership in the Alliance Program is $2,000.

The foregoing description of the Blackberry Alliance Program – Master Alliance Agreement does not purport to be complete and is qualified in its entirety by reference to the Blackberry Alliance Program – Master Alliance Agreement which is attached hereto as Exhibit 10.2

Research and Development

Since its inception, eCrypt’s founders have collectively contributed thousands of uncompensated hours to the research and development necessary to form the Company and launch the Company’s business operations. The time contributed has primarily been focused on development and testing of the Company’s flagship software product, eCrypt for BlackBerry , research of the information security industry, research of target markets, and research of the legal regulatory environment applicable to encryption software.

Over the next twelve (12) months, eCrypt plans to continue developing product enhancements and strengthening strategic alliances. In particular, eCrypt plans to develop additional language support for its flagship product, eCrypt for BlackBerry . The Company also plans to commence research for development of encryption software solutions for platforms other than the BlackBerry Wireless Handheld, as well as research for development of other security software for mobile devices. Additionally, the Company will engage BETA test groups in anticipation of software releases.

eCrypt plans to have a presence at the Wireless Enterprise Symposium (“WES”) in May of 2009, a conference billed as the “biggest BlackBerry event of the year,” as a new BlackBerry® ISV Alliance Member™ guest of RIM. At WES, eCrypt will have the opportunity to perform informal market research among potential end users, fellow Alliance Members, and potential competitors.

The Company also plans to begin prospecting for distribution alliance partners in the near term. Furthermore, eCrypt will pursue strategic engagements of individuals considered to be leading authorities in the field of cryptography for the purposes of seeking advice, testing software, and providing other relevant product-specific research and guidance.

Production

Software - All eCrypt software is currently developed under the supervision of Brad Lever, Gabi Rosu and Kasia Zukowska, the initial founders of eCrypt (collectively referred to as the “Founders”). Software testing and troubleshooting is carried out by all Founders of the Company. The software is then deployed for use and testing by BETA groups, who provide feedback to the Company regarding bugs and other problems which may be discovered in the software. The Founders organize regular meetings to absorb and address the feedback received from these testing sessions.

Managed Communications Network Services – For its Managed Communications Network Services business, eCrypt gathers and analyzes information on-site at a client’s place of business. Concept development is then completed at eCrypt’s offices. Once the final solution is presented to the client, implementation may require the purchase of appropriate equipment, as well as the engagement of a data center, which will host one or more of the servers required for the solution. eCrypt installs and configures

all necessary equipment and trains clients on its use. The Registrant then provides ongoing user assistance, as well as recurring visits to the client’s site for maintenance purposes.

IT Consulting – eCrypt will provide IT consulting services at the client’s place of business. In typical IT consulting service projects, clients will engage eCrypt to discover, address, and propose solutions for deficiencies or weaknesses in the client’s business equipment, communications infrastructure, communications network security, and/or business practices in relation to the security of information.

Suppliers

eCrypt’s major suppliers for its recurring business needs include, but are not limited to: i) Certicom; ii) Research in Motion (“RIM”); iii) AT&T Mobility; iv) Init Seven; and v) Stargate Connections Ltd.

Certifcom - Certicom provides the Company with cryptography Application Program Interfaces (“APIs”), which enable developers to secure applications, communications, and mobile devices while protecting content and other critical assets using cryptography. eCrypt has a three (3) year OEM License Agreement with Certicom. No purchases were made from Certicom in 2007. In January 2008, a $10,000 production fee was made to Certicom. eCrypt will remit and report quarterly royalty fee payments to Certicom in 2008.

Research in Motion - eCrypt is a RIM BlackBerry® ISV Alliance Member™. As part of the BlackBerry Alliance, RIM provides the Company with resources, support and tools necessary to develop and sell innovative, market-driven applications for BlackBerry smartphone users. The initial term of the Alliance Program is one (1) year. Thereafter, RIM may elect to renew the relationship with eCrypt for successive one-year periods. In 2007, a $100 purchase for a RIM API key signing was made. In 2008, a $2000 BlackBerry Alliance Membership fee was paid to RIM.

AT&T - AT&T Mobility provides the Company with wireless data services and devices for the Company’s Managed Communications Network Services. AT&T Mobility also provides the Company with wireless services and devices for the Company’s internal operations. In 2007, the Company spent approximately $4,596 on wireless services and devices from AT&T Mobility. In 2008, the Company spent approximately $14,472 on wireless services and devices from AT&T Mobility.

Init Seven - Init Seven, AG provides the Company with co-location services, commonly referred to as server hosting services. In 2007, the Company spent approximately $2,191 on co-location services from Init Seven, AG. In 2008, the Company spent approximately $2,953 on co-location services from Init Seven, AG.

Stargate Connections Ltd. - Stargate Connections Ltd., provides the Company with co-location services, commonly referred to as server hosting services. In 2007, the Company spent $100 on co-location services from Stargate Connections Ltd. In 2008, the Company spent approximately$4,300 on co-location services from Stragate Connections Ltd.

Distribution

The Company plans to distribute its software globally, in accordance with applicable import and export regulations, through a number of distribution channels. The primary method of distribution will be through the Company’s eCommerce website at shop.ecryptinc.com . The Company will also pursue Strategic Distribution Alliances with service providers, carrier dealers, and software vendors to distribute its software. The Company does not currently have any Strategic Alliance Distribution contracts in place.

To date the Company has not distributed any products. The Company has, however, provided it’s Managed Communications Network Services to a client.

All of eCrypt’s products and services will be offered and distributed globally, in accordance with applicable import and export regulations.

Customers and Marketing

Customers

eCrypt did not sell products or provide services to any customers in either 2006 or 2007. To date, the Company’s only current customer through which the Company has generated revenue is a party utilizing the Company’s services related to its MCNS business.

Marketing

The Company will initially make efforts to market its product(s) on the internet, using the Company website (www.ecryptinc.com), as well as posting advertising (written and, post-production with Go 2 Productions, video/audio/animation) on sites such as YouTube.com, MySpace.com, NewScientist.com, Gizmodo.com, technology-blog.com, and other similar websites. Additionally, the Company will collaborate with Research In Motion on joint marketing efforts in preparation for, and at, WES 2009. The Company plans to have both casual (without a booth) and official (with a booth or as a Speaker) presence at trade shows such as the Financial Forum hosted in Vancouver, BC Canada; the IDC IT FORUM & EXPO hosted in Boston, MA USA; the ISCE International Satellite & Communications Exchange Conference and Expo hosted in LA, CA USA; DIGITAL DOWNTOWN (D2) hosted in NY, NY USA; GLOBALCOMM hosted in Las Vegas, NV USA; and other such trade shows and expos, internationally. The Company will also market its solution to Celebrities and Personalities at conventions such as the Sundance Film Festival. Additionally the Company will seek to place advertisements in various LifeStyle, Technology, and Business magazines. Additionally the Company is considering engaging in strategic marketing alliances (eg: sponsoring an athlete). Remaining marketing will be word of mouth, and referral.

Competition

eCrypt’s flagship software product, eCrypt for BlackBerry , faces direct competition from three primary development companies: SAMURAI by BabelSecure, SecureMessage by Cworx, and SecretMail by Link2. Each of the foregoing companies currently offers and sells a software product similar to our flagship product, eCrypt for Blackberry . These companies are at a more advanced stage of business operations than eCrypt because their products are currently available in the market place. Although there is no assuarance that we will be able to successfully compete with these companies once we release eCrypt for Blackberry to the marketplace, we currently believe that we will be able to successfully compete with these companies because we believe that eCrypt for Blackberry will have better functionality and will be easier to use than the products of our competitors. With respect to the Company’s other security software, eCrypt faces tangential competition from Ascendo, Inc. and Rove (formerly Idokorro Mobile). eCrypt also faces general competition to its security applications from other information security companies, such as PGP, Entrust, and Voltage.

Property

The Company does not currently own any real property. However, the Company has negotiated the lease of office space located at 103 - 248 East 2nd Avenue, Vancouver, British Columbia, Canada, upon the space’s completion in May 2009. This office will serve as the Company’s headquarters. Currently the Company runs its business operations at 2129 - 4951 Netarts Hwy W, Tillamook OR, 97141.

The Company utilizes a Switzerland-based co-location facility to host its email servers and a Canadian-based co-location facility to host its eCommerce server. The eCommerce server will serve as the mechanism through which the Company will distribute its software online, for both purchase and evaluation purposes.

eCrypt owns the following internet domain names: ecryptinc.com, ecryptinc.ca, ecryptinc.org, ecryptinc.net, ecryptinc.cc, and ecryptinc.mobi.

Intellectual Property and Agreements

Trademarks

eCrypt has applied for trademarks with the United States Patent and Trademark Office for each of the following:

1) A stylized version of the eCrypt logo in relation to products and services offered by the Company. The mark consists of the letter “e” in small circle and a stylized version of the word “crypt.” The mark appears as follows:

[ECRYPTFORM10FINALJLH002.GIF]

2) A stylized version of the “e” icon in relation to products and services offered by the Company. The mark consists of the letter “e” in a small circle. The mark appears as follows:

[ECRYPTFORM10FINALJLH004.GIF]

3) The word mark “control is key,” without stylization, in relation to products and services offered by the Company. The mark consists only of the words of which it is comprised.

Patents

eCrypt is currently investigating whether its original processes developed in association with its flagship encryption software, eCrypt for BlackBerry are patenable. If the Company determines that its original processes are patentable, then the Company will apply for patent protection with the United States Patent and Trademark Office.

Licenses

The research, development and commercialization of a encryption software often involves alternative development and optimization routes, which are presented at various stages in the development process. The preferred routes cannot be predicted at the outset of a research and development program because they will depend upon subsequent discoveries and test results. There are numerous third-party patents in our field, and it is possible that to pursue the preferred development route of one or more of our products we will need to obtain a license to a patent, which would decrease the ultimate profitability of the applicable product. If we cannot negotiate a license, we might have to pursue a less desirable development route or terminate the program altogether.

As noted above, effective January 31, 2008, eCrypt entered into an OEM License Agreement with Certicom Corp., a cryptography company specializing in public key infrastructure implementations, device security, anti-counterfeiting, product authentication, asset management, and fixed-mobile convergence. Pursuant to the OEM License Agreement, eCrypt was granted a worldwide, non-exclusive, non-transferable license to develop a software product which combines eCrypt’s software with Certicom’s software, Security Builder Crypto-C for RIM, Version 3.2, as compiled within the Research in Motion Crypto API. Additionally, through the OEM License Agreement eCrypt was granted a license to reproduce and use the object code of the libraries, sample code, and other items specifically designated as “runtime” in Security Builder for distribution purposes. eCrypt is required to pay Certicom a production fee of $1.00 per unit for each application sold by eCrypt, with an initial $10,000 production fee for the first 10,000 units having been paid upon execution of the OEM License Agreement. The term of the OEM License Agreement is three (3) years.

Trade Secrets

The Company also relies on trade secrets, proprietary know-how and continuing technological innovation to develop and maintain a competitive position in our product areas. eCrypt employees and officers must sign a Non-Disclosure Agreement before they are authorized to discuss particulars of the functionality of the Company’s software products. All current employees and officers of the Company who are privy to confidential information have signed Non-Disclosure and Non-Competition Agreements with the Company. The foregoing description of our Non-Disclosure Agreement does not purport to be complete and is qualified in its entirety by reference to the Non-Disclosure Agreement which is attached hereto as Exhibit 10.3 and is hereby incorporated by reference.

Additionally, Gabriel Rosu, the Company’s Chief Development Officer, has signed a Software Development Partnership Agreement with the Company, pursuant to which eCrypt specifically retains ownership rights to all codes created and developed by Mr. Rosu in the scope of his engagement by the Company. The foregoing description of the Software Development Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the Software Development Partnership Agreement which is attached hereto as Exhibit 10.4 and is hereby incorporated by reference.

Environmental Issues

The Company’s goods and services, or the production or provision thereof, do not directly impact the environment. Notwithstanding the foregoing, the Company strives to be environmentally friendly in all aspects of its operations.

Governmental Regulations

Encryption Software is classified as a “dual-use good,” meaning that it can be used by both the general public and the military. Export of such goods is regulated by The Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies (the “Wassenaar Arrangement”).

The Wassenaar Arrangement was established in order to contribute to regional and international security and stability by promoting transparency and greater responsibility in transfers of conventional arms and dual-use goods and technologies, thus preventing destabilizing accumulations. Participating States seek, through their national policies, to ensure that transfers of these items do not contribute to the development or enhancement of military capabilities which undermine these goals, and are not diverted to support such capabilities.

The Participating States of the Wassenaar Arrangement include: Argentina, Australia, Austria, Belgium, Bulgaria, Canada, Croatia, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg, Malta, Netherlands, New Zealand, Norway, Poland, Portugal, Republic of Korea, Romania, Russian Federation, Slovakia, Slovenia, South Africa, Spain, Sweden, Switzerland, Turkey, Ukraine, United Kingdom and United States.

In the United States, the Bureau of Industry and Security (“BIS”) is responsible for implementing and enforcing the Export Administration Regulations (“EAR”), which regulate the export and re-export of most commercial items. Encryption software is subject to the EAR and other U.S. law, and may not be exported or re-exported to certain countries (currently Cuba, Iran, North Korea, Sudan and Syria) or to persons or entities prohibited from receiving U.S. exports. Because of this, the Company has applied and has received approval for Mass Market Status Export Authorization from the BIS. Mass Market Status is given to encryption products which have been reviewed and classified by the BIS as exportable under certain rules and regulations, including the mass market encryption rules of the EAR.

On June 11, 2008 the eCrypt recieved a Mass Market Commodity Classification for eCrypt for BlackBerry from the United States Department of Commerce; a copy of the Commodity Classification is attached hereto as Exhibit 10.5 and is hereby incorporated by reference. Because the Company has received this Commodity Classification, eCrypt is allowed to export its software to all people, except restricted parties, such as Specially Designated Nationals, Denied Parties, Denied Entities, and any other prohibited end uses and users (such as end uses/users involving the design, development, production or use of WMDs or missiles), and all countries, except embargoed destinations identified in the EAR; and, the Terrible Five, or T-5, countries: Cuba, Iran, North Korea, Sudan, and Syria..

Employees

The Company does not currently have any full-time employees. The founders of the Company are currently fulfilling the roles described herein without wages or salaries.

Reports to Security Holders

Once this registration statement becomes effective, we will become subject to the informational requirements of the Securities Exchange Act of 1934 which requires us to file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information may be inspected at public reference facilities of the SEC at 100 F Street, NE, Room

1580, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549 at prescribed rates. The public could obtain information on the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC's Internet website at http://www.sec.gov.

ITEM 1A. RISK FACTORS

AN INVESTMENT IN OUR COMMON STOCK IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN EVALUATING OUR BUSINESS BEFORE PURCHASING ANY OF OUR SHARES OF COMMON STOCK. NO PURCHASE OF OUR COMMON STOCK SHOULD BE MADE BY ANY PERSON WHO IS NOT IN A POSITION TO LOSE THE ENTIRE AMOUNT OF HIS INVESTMENT. THE ORDER OF THE FOLLOWING RISK FACTORS IS PRESENTED ARBITRARILY. YOU SHOULD NOT CONCLUDE THE SIGNIFICANCE OF A RISK FACTOR BECAUSE OF THE ORDER OF PRESENTATION. OUR BUSINESS AND OPERATIONS COULD BE SERIOUSLY HARMED AS A RESULT OF THESE RISKS.

Risks Relating to Our Business

Research In Motion may not renew the Company’s BlackBerry® ISV Alliance Membership.

The initial term for the Company’s BlackBerry Alliance Program membership with RIM is one (1) year, at the expiration of which RIM has a unilateral option to renew the Company’s membership. If the Company’s membership is not renewed by RIM, the Company would cease to receive the proprietary resources, development support, and tools from RIM needed to develop and sell applications for BlackBerry smartphone users. Furthermore, the Company would lose access to RIM’s marketing power. If the Company’s BlackBerry Alliance Program membership with RIM is not renewed, the Company’s development and distribution of BlackBerry Wireless Handheld compatible software would be adversely affected. Such non-renewal could result in reduced profits and profit margins and could inhibit the Company’s ability to develop new and improved BlackBerry-specific software.

Need for Additional Financing.

We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and the revenues generated from our business operations alone will not be sufficient to fund our business operations and planned growth. We will require additional capital to continue to operate and further expand our business. We may be unable to obtain the additional capital required. Unless we raise the additional capital needed for our product development and business growth, our business will fail.

We plan to pursue sources of additional capital through various financing transactions or arrangements, including equity financing or other means. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital we may not be able to sustain our business operations.

Any additional capital raised through the sale of equity may dilute your ownership percentage. This could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting

rights and the issuance of warrants or other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.

The Company’s original processes developed in association with the Company’s flagship product, eCrypt for Blackberry, may not be patentable.

The Company is currently investigating the possibility of applying for patent protection for the original processes developed in association with our flagship encryption software, eCrypt for BlackBerry. If the Company determines the processes developed by the Company are not patentable, this will dramatically restrcict the Company’s ability to legally prevent “knock-offs” of its processes and would allow other companies to utilize such processes to compete with the Registrant. This could result in a negative impact to the Company’s relative market position and could potentially dilute the relative strength of the Company’s products.

The Company’s trademark applications may be denied.

The Company has applied for trademark protection for original icons, logos, and word marks which differentiate the Company and the Company’s products. If the Company’s trademark applications are denied, the icons, logos, and word marks associated with the Company and the Company’s products would not be exclusively protected for the benefit of the Company. If other companies were able to use icons, logos, and word marks that are substantially similar to those used by the Company, the Company’s brand could be diluted. Such dilution could result in a negative impact to the Company’s relative market position. Denial of trademark applications could also result in reduced profits and profit margins because of consumer confusion in the marketplace related to the Company’s icons, logos, and word marks.

We have are a development stage company, as such, it is difficult to evaluate our financial performance and prospects. There is no assurance that we will achieve profitability or that we will not discover problems with our business model.

The Company has a limited operating history; it was formed on April 19, 2007. As such, it is difficult to evaluate the Company’s future prospects and performance. There is no assurance that we will be successful in developing commercially viable products, that we will ever realize significant revenue from operations, or that we will ever achieve profitability.

We have limited funds available for operating expenses. If we do not obtain funds when needed, we will have to cease our operations.

Currently, we have limited operating capital. In the foreseeable future, we expect to incur significant expenses when developing our business. During the next twelve months, the Company anticipates that it will need to make capital expenditures in the amount of $750,000 to continue with our business plan. We plan to pursue sources of additional capital to fund our capital expenditures through various financing transactions or arrangements, including equity financing or other means. We may be unable to locate sources of capital or may find that capital is not available on terms that are acceptable to us to fund our additional expenses. There is the possibility that we will run out of funds, which will both affect our ability to continue the development of our products and our ability to achieve profitability.

Our success is dependent on retaining key personnel who would be difficult to replace.

Our success depends largely on the continued services of our key management. In particular, our success depends on the continued efforts of Mr. Brad Lever, our sole director and Chief Executive Officer. Mr.

Lever has been instrumental in developing our business model and is crucial for our business development. There can be no assurance that Mr. Lever will continue in his present capacities for any particular period of time. The Company does not have any employment agreements with Mr. Lever. The loss of the services of Mr. Lever could materially and adversely affect our business development. This could force us to curtail or cease our business operations.

We depend on attracting and retaining qualified employees, the failure of which could result in a material decline in our revenues.

We are a developer of encryption software. Our revenues and future growth depend on our ability to attract and retain qualified employees. This is especially crucial to our business, as these employees will generate revenue by developing the products that we offer. We may face difficulties in recruiting and retaining sufficient numbers of qualified employees because the market may not have enough personnel of such kind. In addition, we compete with other companies for qualified employees. If we are unable to retain such employees, we could face a material decline in our revenue.

If we fail to implement our business strategy, our business, financial condition and results of operations could be materially and adversely affected.

Our future financial performance and success are dependent in large part upon our ability to implement our business strategy. We may not be able to implement our business strategy successfully or achieve the anticipated benefits of our business plan. If we are unable to do so, our long-term growth and profitability may be adversely affected as we will not be able to generate the anticipated revenue that we hope to experience from the sales of our products. Even if we are able to implement some or all of the initiatives of our business plan successfully, our operating results may not improve to the extent we anticipate, or at all.

We may face fierce competition from other businesses. If we cannot gain a market share among this competition, we may not earn revenues and our business may fail.

eCrypt believes that it will face competition from other businesses, especially those with established software products, greater name recognition, greater financial and marketing resources, and a longer operating history. Once we complete the development of our flagship product, eCrypt for Blackberry , there can be no assurance that we will be able to achieve or maintain adequate market share or sales in order to achieve profitability and significantly expand our business operations.

Risks Relating to Our Common Stock

We have a large number of authorized but unissued common stock.

Our Articles of Incorporation authorize the issuance of 500,000,000 shares of common stock. On October 7, 2008, subsequent to the date of the information contained in the financial statements attached hereto, the Company completed a 4:1 forward split of the Company’s issued and outstanding common stock. We presently have 33,203,992 shares of common stock issued and outstanding. Our Board of Directors has the power to issue any or all of such additional shares without stockholder approval. Although we presently have no commitments, contracts or intentions to issue any additional shares, we may issue shares for the purpose of raising additional capital. Potential investors should be aware that any such stock issuance may result in a reduction of the book value or market price of our common stock of the then outstanding shares. Furthermore, if we issue additional shares, such issuance will reduce the

proportionate ownership and voting power of the other stockholders, and any new issuance of shares may result in a change of our control.

Resale of our shares may be difficult because there is no current market for our shares, and it is possible that no market will develop. This may reduce or limit the potential value of our shares.

There is no current public market for our shares of common stock, and no assurance that such a public market will develop in the future. Even in the event that such a public market does develop, there is no assurance that it will be maintained or that it will be sufficiently active or liquid to allow stockholders to easily dispose of their shares. The lack of a public market or the existence of a public market with little or no activity or liquidity is likely to reduce or limit the potential value of our shares.

If a trading market develops for eCrypt’s common stock, it is likely to be subject to the "Penny Stock" Rules of the SEC. The application of such rules would make transactions in our stock cumbersome and may reduce the value of an investment in eCrypt’s stock.

There is no current trading market for the Shares and there can be no assurances that a trading market will develop. If such a trading market does develop, it will probably be subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks are generally equity securities with a price of less than $5.00, except for securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to make a special written determination that the penny stock is a suitable investment for the purchaser and to receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock as long as it is subject to the penny stock rules. In addition, holders of our shares may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.

Potential future sales under Rule 144 may depress the market price for the common stock.

In general, under Rule 144, a person who has satisfied a one-year holding period may sell within any three-month period a number of shares which does not exceed one percent of the then outstanding shares of common stock. Rule 144 also permits the sale of shares without any quantity limitation by a person who is not considered to be our affiliate and who has beneficially owned the shares for a minimum period of two years. Therefore, the possible sale of our currently outstanding shares pursuant to Rule 144 may, in the future, have a depressive effect on the price of our common stock in the over-the-counter market.

ITEM 2. FINANCIAL INFORMATION

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Overview & Plan of Operation

eCrypt Technologies, Inc. was incorporated in the State of Colorado, on April 19, 2007. The Company provides encryption software which secures the transmission of, storage of, and access to digital information. Currently the Company is in the developmental stage and is in the process of establishing its business operations. Over the next twelve (12) months, eCrypt will continue developing product

enhancements and strengthening strategic alliances. In particular, eCrypt plans to develop additional language support for its flagship product, eCrypt for BlackBerry . The Company also plans to commence research for development of encryption software solutions for platforms other than the BlackBerry Wireless Handheld, as well as research for development of other security software for mobile devices. Additionally, the Company will engage BETA test groups in anticipation of software releases.

We also plan to have a presence at the Wireless Enterprise Symposium (“WES”) in May of 2009, a conference billed as the “biggest BlackBerry event of the year,” as a new BlackBerry® ISV Alliance Member™ guest of RIM. At WES, eCrypt will have the opportunity to perform informal market research among potential end users, fellow Alliance Members, and potential competitors. Additionally, the Company also plans to begin prospecting for distribution alliance partners in the near term. Furthermore, eCrypt will pursue strategic engagements of individuals considered to be leading authorities in the field of cryptography for the purposes of seeking advice, testing software, and providing other relevant product-specific research and guidance.

In addition to the foregoing, in an effort to advance the business operations of the Company, over the next twelve (12) months the Company plans to undertake the following actions in the order in which they are listed:

complete BETA testing of its flagship product, eCrypt for BlackBerry ;

commence distribution of eCrypt for BlackBerry , in accordance with all applicable import and export rules and regulations;

commence marketing efforts;

establish a contractual employment agreement with a Chief Development Officer;

establish a contractual employment agreement with an Operations Manager;

move the Company headquarters into new office space;

hire additional personnel including, but not limited to, an additional developer and administrative support;

work towards establishing trademark (already in process with Steptoe Johnson) and patent protection (currently investigating with Steptoe Johnson) for the Company’s intellectual property;

implement a customer support solution;

establish distribution channels other than Company’s eCommerce website (i.e., Strategic Distribution Alliances with service providers, carrier dealers, and software vendors);

implement Information Technology infrastructure redundancy; and

initiate the development of encryption software for device platforms other than BlackBerry.

The foregoing business actions are goals of the Company. There is no assurance that the Company will be able to complete any, or all, of the foregoing actions.

In the longer term, the Company’s goals include the following corporate actions related to the Company’s business operations:

becoming a publicly-traded company, listed on a United States stock market, with possible co-listings on foreign exchanges;

becoming operational on a global scale;

establishing the Company as a formidable presence in the information security market, with a strong reputation in the area of personal privacy; expanding the Company’s product offerings by continuing to develop innovative security solutions for personal and business use;

establishing distribution channels in key worldwide markets;

partnering with major communications carriers; and

acquiring other related businesses to expand the Company.

The foregoing business actions are goals of the Company. There is no assurance that the Company will be able to complete any, or all, of the foregoing actions.

The Company anticipates that it will require approximately $750,000 of working capital to complete all of its desired business activity during the next twelve months. The Company has earned limited revenue from both the sale of shares of its common stock through an initial private placement offering and its business operations relating to its MCNS business. To date, the Company has suffered recurring losses from operations and has a net capital deficiency. The Company has no current source of liquidity other than cash on hand and potential revenue from business operations. The Company believes that it does not have sufficient funds to meet the working capital requirements to sustain its business operations for the next twelve months, or carry out its other intended business activity.

Accordingly, we believe that we will require additional capital to both continue to operate our business, and carry out our plan of operation for the next twelve (12) months. In an effort to raise additional capital to meet the Company’s working capital requirements and complete our plan of operation for the next twelve (12) months, we anticipate conducting a private placement offering of the Company’s securities pursuant to which the Company will attempt to raise approximately $750,000 through the sale of its securities. We may be unable to obtain the additional capital that we believe we require to conduct our plan of operations for the next twelve (12) months. If the Company is unable to generate any revenue or raise additional funds, it may not be able to sustain its business operations.

Liquidity and Capital Resources

Currently, we have limited operating capital. We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and the revenues generated from our business operations alone may not be sufficient to fund our operations or planned growth. As noted above, we will likely require additional capital to continue to operate our business, and to further expand our business. We may be unable to obtain the additional capital required. Our inability to raise additional funds when required will have a negative impact on our operations, business development and financial results.

The following discussion outlines the state of our liquidity and capital resources for the six months ended September 30, 2008, compared to the period from April 19, 2007 (inception) to March 31, 2008 (fiscal year end):

Total Current Assets & Total Assets

Our audited balance sheet reflects that: i) as of September 30, 2008, we have total current assets of $49,024, as compared to total current assets of $31,076 at March 31, 2008, an increase of $17,948, or approximately 58%; and ii) as of September 30, 2008, we have total assets of $81,216, compared to total assets of $59,317 as of March 31, 2008, an increase of $21,899, or approximately 37%. The increase in the Company’s total current assets and total assets from March 31, 2008 to September 30, 2008 was primarily attributable to changes in the Company’s cash and cash equivalents.

Cash and Short Term Investments As of September 30, 2008, our audited balance sheet reflects that we have cash and short term investments of $35,831, as compared to $19,528 at March 31, 2008, an increase of $16,303, or approximately 83%. The increase in the Company’s cash and short term investments from

March 31, 2008 to September 30, 2008 was primarily attributable to the fact that the Company sold its Managed Communication Network Services.

Total Current Liabilities

As of September 30, 2008, our audited balance sheet reflects that we have total liabilities of $82,537, as compared to total liabilities of $35,139 at March 31, 2008, an increase of $47,398, or approximately 135%. The increase in the Company’s total liabilities from March 31, 2008 to September 30, 2008 was primarily attributable to changes in the Company’s Deferred Revenue.

Deferred Revenue As of September 30, 2008, our audited balance sheet reflects that we have deferred revenue of $46,350, as compared to deferred revenue of $nil as of March 31, 2008. The increase in our deferred revenue was attributable to the fact that on July 1, 2008 the Company entered into an agreement to provide a client with network service for a one year term. The agreement provides for a prepayment of $61,800 for the full term of the contract; $46,350 represents the unearned balance of the prepayment.

Cash Flow for the Company for September 30, 2008 as Compared to March 31, 2008

Operating Activities The Company experienced a net loss of ($45,237) during the six months ended September 30, 2008, as compared to a net loss of ($197,552) during the periods from April 19, 2007 (inception) to March 31, 2008, representing a decrease of $152,315. The decrease in the net loss experienced by the Company was primarily attributable to a change in the Company’s Convertible Loan Interest Expense from $166,000 during the period from April 19, 2007 (inception) to Mach 31, 2008, down to $nil for the six months ended September 30, 2008.

On July 2, 2007, the Company issued a convertible debenture with a face value totaling $23,800. The loan reflected by the debenture, or any portion thereof, is convertible at any time until paid in full at a rate of 1 common share per $0.001 of the debt converted. The loan bears interest at an annual rate of 12% compounded monthly. The fair value of the shares granted in the amount of $166,600 was recorded during the period from April 19, 2007 to March 31, 2008 as Interest Expense. The fair value of the shares used to calculate derivative interest expense associated with the convertible debenture was estimated using the Black-Scholes pricing model.

The Company did not have any such interest expense during the six months ended September 30, 2008. As a result, the Company experienced a net reduction in the net loss it experienced during the six months ended September 30, 2008, as compared to the period from April 19, 2007 (inception) to March 31, 2008.

Investing Activities During the six month period ended September 30, 2008, the net cash used by the Company in investing activities was ($12,149), as compared to net cash used in investing activities of ($32,667) for the period from April 19, 2007 (inception) to March 31, 2008, a decrease of $20,518, or approximately 63%. The change in net cash used by investing activities was primarily attributable to the fact that the company did not purchase equipment during the six months ended September 30, 2008.

Financing Activities During the six month period ended September 30, 2008, the net cash provided by financing activities was $19,900, as compared to net cash used provided by financing activities of $78,930 for the period ended March 31, 2008, a decrease of $59,030, or approximately 75%. The change in net cash provided by financing activities was primarily attributable to a reduction in the number of stock subscriptions that occured during the six month period ended September 30, 2008.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

ITEM 3. PROPERTIES

The Company utilizes a Switzerland-based co-location facility to host its email servers and a Canadian-based co-location facility to host its eCommerce server. The eCommerce server will serve as the mechanism through which Company will distribute its software online, for both purchase and evaluation purposes.

eCrypt owns the following internet domain names: ecryptinc.com, ecryptinc.ca, ecryptinc.org, ecryptinc.net, ecryptinc.cc, ecryptinc.mobi.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of November 10, 2008, the ownership of each person known by the Registrant to be a beneficial owner of 5% or more of its common stock. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares. No person listed below has any options, warrants or other right to acquire additional securities of the Registrant except as may be otherwise noted.


Title of Class	Name and Address	Number of Shares Beneficially Owned	Percent of Class
Common	Global Capital Partners, LLC PO Box 6560 Pahrump, NV 89041	4,000,000	12%
Common	Kasia Zukowska 305 - 336 East 1st Avenue Vancovuer, BC V5T 4R6	2,400,000	7%

Security Ownership of Management

The following table sets forth, as of November 10, 2008, the ownership of each executive officer and director of the Registrant, and of all executive officers and directors of the Registrant as a group. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares. No person listed below has any options, warrants or other right to acquire additional securities of the Registrant except as may be otherwise noted.


Title of Class	Name and Address	Number of Shares Beneficially Owned	Percent of Class
Common	Brad Lever(1) 305 - 336 E 1st Ave Vancouver, BC V5T4R6 Canada	8,000,000	24%
Common	Gabriel Rosu(1) 223-6198 Kathleen Ave Burnaby, BC V5H2S7 Canada	2,400,000	7%
Common	All Directors and Officers as a Group (2 in total)	10,400,000	31%

(1) Officer or Director of the Registrant

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

Directors, Executive Officers and Significant Employees

The respective positions and ages of our directors and executive officers of the Registrant are shown in the following tables. Each director has been elected to hold office until the next annual meeting of shareholders and thereafter until his successor is elected. Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors. There are no agreements or understandings for any officer or director to resign at the request of another person and no officer or director is acting on behalf of or will act at the direction of any other person.


Name	Age	Position	Director or Officer Since

Brad Lever	34	Director, Chief Executive Officer	April 2007
Gabriel Rosu	35	Chief Development Officer	April 2007

Biographical Information

Mr. Brad Lever – Mr. Brad Lever (“Mr. Lever”) is 34 years old. Mr. Lever is currently the sole Director of the Company and serves as the Company’s Chief Executive Officer, Director of Sales and Marketing, and Director of Strategic Alliances and Investor Relations; he has served in these capacities since the Company’s inception. Mr. Lever’s core functionalities are to coordinate team efforts, manage sales and marketing, and aid in the development of services and solutions which cater to the marketplace. In addition to the work that Mr. Lever performs with the Registrant, since 2004, Mr. Lever has worked in enterprise sales for BCE, a telecommunications company, focusing on new acquisitions and providing wireless data solutions. From 2003 to 2004, Mr. Lever was a sales executive with Sophos, Inc., a company that provides anti-virus software solutions to businesses.

Mr. Gabriel Rosu – Mr. Gabriel Rosu (“Mr. Rosu”) is 35 years old. Mr. Rosu is currently the Company’s Chief Development Officer (“CDO”), a position he has held since the Company’s inception. As CDO, Mr. Rosu functions as the Company’s lead software developer and eCommerce infrastructure developer.

A fully trained Java Architect, Mr. Rosu is versed in software and application design and development, service-oriented architecture, and encryption frameworks. His primary role is to develop and test communications and information security concepts and solutions. In addition to the work Mr. Rosu performs with the Registrant, since March 2008, Mr. Rosu has worked with Telus, a Canadian telecommunications company, as a Frameworks Lead Architect. From 2004 through February 2008, Mr. Rosu worked with Accenture, a global management consulting, technology services and outsourcing company, as a Frameworks Lead Architect, a position in which he was responsible for deliverable planning and tracking as well as resource allocation. From 2001 through 2004, Mr. Rosu was a Senior Software Engineer with Verb Exchange Inc., a digital communications company that provides new media marketing opportunities to advertisers, a position in which he served as a team leader and Java architect.

Family Relationships

None.

Directorships

None of the Registrant’s executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Securities exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Involvement in Certain Legal Proceedings

None of the Registrant’s officers, directors, promoters or control persons has been involved in the past five (5) years in any of the following:

(1)

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2)

Any conviction in a criminal proceedings or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)

Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4)

Being found by a court of competent jurisdiction (in a civil action), the SEC or the U.S. Commodity Futures Trading Commission to have violated a federal or state securities laws or commodities law, and the judgment has not been reversed, suspended, or vacated.

ITEM 6. EXECUTIVE COMPENSATION

No officer or director received any remuneration from the Company during the fiscal year ended March 31, 2008. Until the Company acquires additional capital, it is not intended that any officer or director will receive compensation from the Company other than reimbursement for out-of-pocket expenses incurred on behalf of the Company. The Company has no stock option, retirement, pension, or profit-sharing

programs for the benefit of directors, officers or other employees, but the Board of Directors may recommend adoption of one or more such programs in the future.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Transactions

There were no material transactions, or series of similar transactions, during our Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

Director Independence

The NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission. These guidelines provide that a director is deemed “independent” only if the board of directors affirmatively determines that the director has no relationship with the company which, in the board’s opinion, would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. Significant stock ownership will not, by itself, preclude a board finding of independence.

For NASDAQ Stock Market listed companies, the director independence rules list six types of disqualifying relationships that preclude an independence filing. The Company’s board of directors may not find independent a director who:

is an employee of the company or any parent or subsidiary of the company;

accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the company’s securities; (c) compensation paid to a family member who is a non-executive employee of the company’ (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;

is a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company;

is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the company’s securities or (b) payments under non-discretionary charitable contribution matching programs;

is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or is, or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit.

Based upon the foregoing criteria, our Board of Directors has determined that Brad Lever is not an independent director under these rules as he is also employed by the Company as its Chief Executive Officer.

ITEM 8. LEGAL PROCEEDINGS

The Registrant 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 Registrant, and no owner of record or beneficial owner of more than 5.0% of the securities of the Registrant, or any associate of any such director, officer or security holder is a party adverse to the Registrant or has a material interest adverse to the Registrant in reference to pending litigation.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

No public trading market currently exists for the Company’s securities. Following the effecitve date of this Form 10 registration statement, the Company plans to apply for public quotation of its shares in the over-the-counter market. This process will require the Company to find a brokerage firm to apply for listing. There is no assuarance that a market will develop, or that a shareholder will ever be able to liquidate his or her investment.

Holders

The Registrant currently has 33,203,992 shares of common stock issued and outstanding owned by 41 owners of record.

Dividends

The Company has not declared or paid any cash dividends on its common stock during the fiscal year ended March 31, 2008. There are no restrictions on the common stock that limit the ability of us to pay dividends if declared by the Board of Directors and the loan agreements and general security agreements covering the Company’s assets do not limit its ability to pay dividends. The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Company’s assets, after payment of the liabilities, is less than the aggregate of the Company’s liabilities and stated capital of all classes.

Equity Compensation Plan

We do not have an equity compensation plan.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

The following table lists the securities which the Company has sold within the past three years in transactions which were not registered under the Securities Act of 1933, as amended:


Name and Address	Date	Securities Sold Common Stock	Purchase Price Per Share	Aggregate purchase price
Frank Fletcher 35685 Heartley Rd Mission, BC V2V 4J1, Canada	October 9, 2007	800,000(1)	$0.001	$200.00
Global Capital Partners, LLC PO Box 6560 Pahrump, NV 89041	November 1, 2007	4,000,000(1)	$0.001	$1000.00
Bradley Lever 305 – 336 E 1st Ave Vancouver, BC V5T 4R6, Canada	October 25, 2007	8,000,000(1)	$0.001	$2,000.00
Diane Malamas 4526 Underwood Ave North Vancouver, BC V7K 2S2, Canada	October 30, 2007	1,600,000(1)	$0.001	$400.00
Nicole Malamas 4526 Underwood Ave North Vancouver, BC V7K 2S2, Canada	October 30, 2007	1,600,000(1)	$0.001	$400.00
Stephanie Malamas 2555 W 8th Ave Vancouver, BC V6K 2B3, Canada	October 30, 2007	1,600,000(1)	$0.001	$400.00
Maryann Malamas 7240 Winchelsea Cres Richmond, BC V7C 4E4, Canada	October 30, 2007	1,600,000(1)	$0.001	$400.00
Gabriel Rosu 223 – 6198 Kathleen Ave Burnaby, BC V5H 2S7, Canada	September 26, 2007	2,400,000(1)	$0.001	$600.00
Kasia Zukowska 305 – 336 E 1st Ave Vancouver, BC V5T 4R6, Canada	October 25, 2007	2,400,000(1)	$0.001	$600.00
Tyler Barnett 318 – 3150 W 4th Ave Vancouver, BC V6K 1R7, Canada	September 21, 2007	266,668(1)	$0.03	$2000.01
James Bebyck 106 – 3938 Albert St Vancouver, BC V5C 2E1, Canada	September 24, 2007	266,668(1)	$0.03	$2000.01
Patricia Dawson 404 – 838 W 16th Ave Vancouver, BC V5Z 1T1, Canada	November 3, 2007	40,000(1)	$0.03	$300.00


Miguel Eagles 503 – 1830 Keefer Place Vancouver, BC V6B 6B9, Canada	October 1, 2007	186,668(1)	$0.03	$1400.01
Cameron Eyojlfson 7240 Winchelsea Cres Richmond, BC V7C 4E4, Canada	November 3, 2007	66,660(1)	$0.03	$500.00
Ron Fidler 5 – 2880 W 4th Ave Vancouver, BC V6K 1R2, Canada	September 28, 2007	266,668(1)	$0.03	$2,000.01
Calvin Fox 2567 Graveley St Vancouver, BC V5K 3J5, Canada	September 24, 2007	533,332(1)	$0.03	$4,000.00
Edward Bela Handja 2451 Doly Vardaen Rd Campbell River, BC V9W 4W5, Canada	November 1, 2007	26,000(1)	$0.03	$195.00
Heidi-Lisa Handja 2451 Doly Vardaen Rd Campbell River, BC V9W 4W5, Canada	November 3, 2007	26,000(1)	$0.03	$195.00
Hightech International, S.A. 8 Grange Park, Thornford Sherborne, Dorset DT9 6QG, UK	September 26, 2007	1,400,000(1)	$0.03	$10500.00
Lesley Hawley 507 – 1755 W 14th Ave Vancouver, BC V6J 2J6, Canada	November 3, 2007	40,000(1)	$0.03	$300.00
Mike Janknegt 14 – 353 Boyce Cres Kelowna, BC V1Y 5Z7, Canada	October 17, 2007	66,664(1)	$0.03	$500.00
Carol Lever 30 – 5216 201A St Langley, BC V3A 1S4, Canada	September 24, 2007	800,000(1)	$0.03	$6000.00
Richard Lever 30 – 5216 201A St Langley, BC V3A 1S4, Canada	September 24, 2007	800,000(1)	$0.03	$6,000.00
Steven Liesch 580 E 29th Ave Vancouver, BC V5V 2R9, Canada	November 6, 2007	40,000(1)	$0.03	$300.00
Jason MacLean 901 – 151 W 2nd Ave North Vancouver, BC V4M 3P1, Canada	September 25, 2007	266,668(1)	$0.03	$2000.01


Despina Malamas 7240 Winchelsea Cres Richmond, BC V7C 4E4, Canada	November 3, 2007	66,668(1)	$0.03	$500.00
Randy Milne 413 – 8988 Hudson St Vancouver, BC V6P 6Z1, Canada	October 16, 2007	66,668(1)	$0.03	$500.00
Pall Musaev 404 – 500 Klahanie Dr Port Moody, BC V3H 5L1, Canada	September 24, 2007	266,668(1)	$0.03	$2,000.01
Beata Otkallo 308 – 140 W 17th St North Vancouver, BC V7M 1V4, Canada	October 9, 2007	266,668(1)	$0.03	$2,000.00
David Robinson 11638 227th St Maple Ridge, BC V2X 8G6, Canada	October 16, 2007	133,332(1)	$0.03	$1,000.00
Dean Shah 1346 Arbutus St Vancouver, BC V6J 3N2, Canada	October 11, 2007	133,332(1)	$0.03	$1,000.00
Nelson Soto 308 – 140 W 17th St North Vancouver, BC V7M 1V4, Canada	October 9, 2007	266,668(1)	$0.03	$2,000.00
Anna Syler 833 Lynn Valley Rd North Vancouver, BC V7J 1Z6, Canada	September 25, 2007	533,332(1)	$0.03	$4,000.00
Walter Syler 833 Lynn Valley Rd North Vancouver, BC V7J 1Z6, Canada	September 25, 2007	533.332(1)	$0.03	$4,000.00
Thoridar V Ltda. Francis Rachel Street, PO Box 1312 Vicoria, Mahe, Seychelles	November 1, 2007	1,200,000(1)	$0.03	$9,000.00
Joel Turner 3569 W 4th Ave Vancouver, BC V6R 1N9, Canada	September 21, 2007	266,668(1)	$0.03	$2,000.01
Ryan Ward 3311 Hyde Park Place Coquitlam, BC V3E 3G4, Canada	November 5, 2007	28,000(1)	$0.03	$210.00


Athanasios Zervas 3311 Hyde Park Place Coquitlam, BC V3E 3G4, Canada	November 5, 2007	28,000(1)	$0.03	$210.00
Fotios Zervas 2353 Cape Horn Ave Vancouver, BC V3K 1J7, Canada	November 5, 2007	28,000(1)	$0.03	$210.00
Michael Zervas 2353 Cape Horn Ave Vancouver, BC V3K 1J7, Canada	November 5, 2007	28,000(1)	$0.03	$210.00
Kamil Zukowski 901 – 151 W 2nd Ave North Vancouver, BC V4M 3P1, Canada	September 29, 2007	266,668(1)	$0.03	$2,000.00

(1) On October 7, 2008 the Company conducted a 4:1 forward split of its common shares. As a result of the forward split, each of the shareholders of the Company received four (4) shares of the Company’s common stock for each one (1) share of common stock currently owned. The share numbers in the foregoing chart have been adjusted to reflect the results of the 4:1 forward split completed on October 7, 2008.

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

Common Stock

We are authorized to issue 500,000,000 shares without par value common stock, of which 33,203,992 shares are issued and outstanding. As of the date hereof, there are no outstanding options, warrants or other securities

Preferred Stock

We are authorized to issue 10,000,000 shares of preferred stock without par value, of which none are currently issued and outstanding.

Voting Rights

Each outstanding share of the common stock is entitled to one vote in person or by proxy in all matters that may be voted upon by shareholders of the Registrant.

Cash Dividends

As of the date hereof, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, and other applicable conditions. We do not intend to pay any cash dividends in the foreseeable future but rather to reinvest earnings, if any, in our business operations.

Anti-Takeover Provisions

There are no anti-takeover provisions that may have the effect of delaying or preventing a change in control.

Preemptive Rights

The holders of the common stock have no preemptive or other preferential rights to purchase additional shares of any class of the Registrant's capital stock in subsequent stock offerings.

Liquidation Rights

In the event of the liquidation or dissolution of the Registrant, the holders of the common stock are entitled to receive, on a pro rata basis, all assets of the Registrant remaining after the satisfaction of all liabilities.

Conversion and Redemption Rights

The shares of the Registrant’s common stock have no conversion rights and are not subject to redemption. All of the issued and outstanding shares of the Registrant’s common stock are, and the unissued shares in this offering, when sold and paid for, will be duly authorized, fully paid, non-assessable and validly issued.

Convertible Debenture

On July 02, 2007, in return for a loan of capital, the Company issued a convertible debenture with a face value totaling $23,800. This loan, or any portion, is convertible at any time until paid in full at a rate of 1 common share per $0.001 of the debt converted. The loan bears interest at an annual rate of 12% percent compounded monthly.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company’s Articles of Incorporation and Bylaws include provisions requiring the Company to provide indemnification for officers, directors, and other persons. The following describes the terms of the indemnification:

Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer employee or agent of the corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.

Additionally, the Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law.

ITEM 13. FINANACIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required to be included in this registration statement appear at the end of the registration statement beginning on page F-1.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT

We have had no changes in or disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-K.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements are filed at a part of this registration statement:

Audited financial statements for eCrypt Technologies, Inc. for the six months ended September 30, 2008 and the period form April 19, 2007 (Inception) to March 31, 2008.

(b)

The following exhibits are furnished with this registration statement


3.1	Articles of Incorporation of eCrypt Technologies, Inc.

3.2	Bylaws of eCrypt Technologies, Inc.

10.1	OEM License Agreement, dated January 31, 2008 by and between Certicom Corp. and eCrypt Technologies, Inc.

10.2	Blackberry Alliance Program – Master Alliance Agreement, dated April 2, 2008 by and between Research in Motion Limited and eCrypt Technologies, Inc.

10.3	Standard Non-Disclosure Agreement.

10.4	Software Development Partnership Agreement, dated April 23, 2007 by and between eCrypt Technologies, Inc. and Gabi Rosu

10.5	Commodity Classification Document

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

eCrypt Technologies, Inc .

By: /s/ Brad Lever, Chief Executive Officer

Date: November 10, 2008

eCRYPT TECHNOLOGIES, INC.

INDEX TO FINANCIAL STATEMENTS

Audited Financial Statements For the Six Months ended September 30, 2008 and from April 19, 2008 (incorporation) to March 31, 2008.

Report of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheet

F-3

Consolidated Statements of Operations & Comprehensive Income

F-4

Consolidated Statements of Cash Flows

F-5

Consolidated Statements of Stockholders’ Equity

F-6

Notes to Consolidated Financial Statements

F-7 – F-13

F-1

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

ECrypt, Technologies, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheets of ECrypt, Technologies, Inc. (A Development Stage Company) as of September 30, 2008 and March 31, 2008, and the related statements of operations, stockholders’ equity and cash flows for the six months ended September 30, 2008 and from inception on April 19, 2007 through March 31, 2008 and from inception on April 19, 2007 through September 30, 2008. 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 conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ECrypt, Technologies, Inc. (A Development Stage Company) as of September 30, 2008 and March 31, 2008, and the related statements of operations, stockholders’ equity and cash flows for the six months ended September 30, 2008 and from inception on April 19, 2007 through March 31, 2008 and from inception on April 19, 2007 through September 30, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 12 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 12. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates, Chartered

Las Vegas, Nevada

October 20, 2008

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-750

F-2

ECRYPT TECHNOLOGIES, INC.

(a development stage company)

BALANCE SHEETS


As at		September 30,	March 31,
		2008	2008

Assets


Current assets:
	Cash and short-term investments	$35831	$19528
	Interest receivable	59	398
	Prepaid expenses	13134	11150
		49024	31076
Property and equipment, net (Note 3)		32192	28241
	Total Assets	$81216	$59317

Liabilities and Stockholders’ Deficit


Current liabilities:
	Accounts payable and accrued liabilities	$12225	$11339
	Deferred revenue (Note 9)	46350	-
	Convertible loan (Note 6)	23800	23800
	Total Liabilities	82375	35139

Stockholders’ deficit:
	Preferred stock, no par value
	10,000,000 shares authorized
	No shares issued or outstanding	-	-
	Common stock, par value $0.001
	500,000,000 shares authorized,
	no shares issued or outstanding (Note 4 and 5)	-	-
	Paid in capital	166600	166600
	Subscriptions payable (Note 5)	75030	55130
	Deficit accumulated during development stage	(242789)	(197552)
	Total Stockholders’ Equity (deficit)	(1159)	24178

	Total Liabilities and Stockholders’ Equity	$82216	$59317
(deficit)
The accompanying notes are an integral part of these financial statements

F-3

ECRYPT TECHNOLOGIES, INC.

(a development stage company)

STATEMENTS OF OPERATIONS


		6 months ended September 30, 2008	From incorporation on April 19, 2007 to March 31, 2008	From incorporation on April 19, 2007 to September 30, 2008

Revenues		$15450	$11000	$26450

Operating Expenses
	Depreciation	8198	4426	12624
	General and administrative	20740	7971	27811
	Professional fees	16814	10925	27739
	Telephone	13345	15420	28765

Operating Loss		(43674)	(27742)	(71389)

Other Income and (Expenses)
	Interest income	156	398	554
	Interest expense	(1746)	(170208)	(171954)

Total Other Income and (Expenses)		(1590)	(169810)	(171400)

Net Loss before Taxes		(45237)	(197552)	(242789)

	Income tax expense	-	-	-

Net Loss		($45237)	($197552)	($242789)

Basic Earnings (Loss) per share		(0.01)	(0.08)	(0.05)

Weighted-average number of shares		8054807	2484325	4445061
outstanding

The accompanying notes are an integral part of these financial statements

F-4

ECRYPT TECHNOLOGIES, INC.

(a development stage company)

STATEMENTS OF CASH FLOWS


		6 months ended September 30, 2008	From incorporation on April 19, 2007 to March 31, 2008	From incorporation on April 19, 2007 to September 30, 2008
Operating Activities:

	Net loss	($45237)	($197552)	($242789)

	Adjustments for non-cash items:
	Depreciation	8198	4426	12624
	Convertible loan interest expense (Note 6)	-	166600	166600

	Changes in operating assets and liabilities:
	Accounts payable and accrued liabilities	886	11339	12225
	Interest receivable	339	(398)	(59)
	Deferred revenue	46350	-	46350
	Prepaid expenses	(1984)	(11150)	(13134)
	Net cash provided (used) in operating activities	8552	(26735)	(18183)

Investing Activities:
	Computer equipment	(3289)	(5510)	(8799)
	Computer software	(8860)	(8075)	(16935)
	Equipment	-	(19082)	(19082)
	Net cash used in investing activities	(12149)	(32667)	(44816)

Financing Activities:
	Stock subscriptions	19900	55130	75030
	Proceeds from convertible loan	-	23800	23800
	Net cash provided from financing activities	19900	78930	98830

Net change in cash and short-term investments		16303	19528	35831

Cash and short-term investments, beginning of		19528	-	-
	period

Cash and short-term investments, end of period		$35831	$19528	$35831
Supplemental non-cash information
	Interest on convertible loan	1548	168830	170378
The accompanying notes are an integral part of these financial statements

F-5

ECRYPT TECHNOLOGIES, INC.

(a development stage company)

STATEMENTS OF STOCKHOLDERS’ EQUITY


	Common Shares		Paid in Capital	Stock Subscript-ions Payable	Deficit Accumulated During Development Stage	Total Stockholders’ Deficit
	Number	Amount

Balance at April 19, 2007		$ -	$ -	$ -	$ -	$ -
Derivative costs associated with convertible debentures	-	-	166,600	-	-	166,600
Stock subscriptions	-	-	-	55130	-	55130
Net loss		-	-	-	(197552)	(197552)

Balance at March 31, 2008	-	-	$ 166,600	$ 55,130	$ (197,552)	$ 24,178

Stock subscriptions	-	-	-	19900	-	19900
Net loss		-	-	-	(45237)	(45237)
Balance at September 30, 2008	-	$ -	$ 166,600	$ 75,030	$ (242,789)	$ (1,159)

The accompanying notes are an integral part of these financial statements

F-6

ECRYPT TECHNOLOGIES, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

For the period ended September 30, 2008

Nature of Operations

eCrypt Technologies Inc., a Colorado corporation (“the Company”), was incorporated on April 19, 2007. The Company develops and sells encryption software which secures the transmission of, storage of, and access to digital information. Software applications range from device based (for Personal Digital Assistants (“PDAs”), wireless handheld devices, laptop and desktop computers, pocket computers, cellular phones, smartphones, and other file storage devices), to server-based encryption software for email servers and for file-store server.

In addition to information security software, the Company also offers IT Consulting and Managed Private Network Services.

Significant Accounting Policies

•

Basis of Presentation

The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles of the United States of America (“US GAAP”).

•

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

•

Cash, Cash Equivalents and Investments

Cash equivalents consist of highly liquid investments with original maturities at the date of purchase of three months or less. Short term investments mature in less than one year from the balance sheet date.

The Company places its cash and short-term investments with financial institutions with high credit quality investments in accordance with its investment policy designed to protect the principal investment. Therefore, the Company believes that its exposure due to concentration of credit risk is minimal and has not experienced credit losses on investments in these instruments to date.

•

Property and Equipment

Property and Equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight line basis over their useful lives:


Computer equipment	2 years straight line basis
Computer software	1 years straight line basis
Equipment	5 years straight line basis

F-7

•

Convertible Loan

The Company issued a convertible debenture due on demand on July 02, 2007. This convertible loan bears interest at the rate of 12% compounded monthly. The Company has the right to pay this convertible loan in full, together with all accrued interest at any time prior to maturity.

•

Revenue Recognition

Product revenue and miscellaneous income are recognized as earned.

•

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”, which requires an asset and liability approach to financial accounting and reposting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce the deferred tax assets to the amount expected to be realized. Income tax expense is payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

•

Comprehensive Income

SFAS No.130, “Reporting Comprehensive Income”, requires the presentation of comprehensive income, in addition to the existing statements of operations. Comprehensive income is defined as the change in equity during the year from transactions and other events, excluding the changes resulting from investments by owners and distributions to owners.

•

Related Parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence.

•

Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, highly liquid short-term investments, interest receivable, accounts payable and accrued liabilities, stockholder loans and a convertible loan. The Company does not hold or issue financial instruments for trading purposes and does not hold any derivative financial instruments.

The Company’s investment policy is to achieve, in order of importance, the financial objectives of preservation of principal, liquidity and return on investment. Investments are made in U.S. obligations and bank securities provided the obligations are guaranteed or carry ratings appropriate for the policy.

The policy risks are primarily the opportunity cost of the conservative nature of the allowable investments. As the Company is currently in the development stage, the Company has chosen to avoid investments of a trade or speculative nature.

•

Foreign Currency Translation

The measurement currency of the Company is the U.S. dollar. Transactions in foreign currencies are translated at the exchange rate in effect at the transaction date. Monetary assets and liabilities

F-8

denominated in other than the measurement currency are translated at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in earnings.

•

Net Earnings (Loss) per Share

Basic and diluted net loss per share information is presented under the requirements of SFAS No.128, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, less shares subject to repurchase. Diluted net loss per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, shares subject to repurchase, warrants and convertible notes in the weighted-average number of common shares outstanding for a period, if dilutive. The computation of earnings (loss) per share is as follows:


	6 months ended September 30, 2008	From incorporation on April 19, 2007 to March 31, 2008	From incorporation on April 19, 2007 to September 30, 2008

Net Loss	($45237)	($197552)	($242789)

Weighted-average number of shares	8054807	2484325	4445061
outstanding

Basic Earnings (Loss) per share	(0.0056)	(0.0795)	(0.0546)

Property and Equipment

The components of the Company’s equipment are presented below:


		September 30, 2008		March 31,
		Accumulated		2008
	Cost	Amortization	Net	Net

Computer equipment	$8799	$2203	$6596	$4821
Computer software	16935	7347	9588	5504
Equipment	19082	3074	16008	17916

	$44816	$12624	$32192	$28241

F-9

Stockholders’ Equity

Authorized:

500,000,000 Common shares with par value $0.001 each

10,000,000 Preferred shares with no par value

No shares issued or outstanding.

Stock Subscriptions

The Company issued private placement subscription agreements. The total amount of common shares subscribed for cash is 8,300,998.


	Number of Common shares	Number of preferred shares	Amount
Balance, April 19, 2007	-	-	$ -
Shares subscribed for cash	7250998	-	55130
Balance, March 31, 2008	7250998	-	55130
Shares subscribed for cash	1050000	-	19900
Balance, August 31, 2008	8300998	-	$75030

Convertible Loan

On July 02, 2007, the Company issued a convertible debenture with a face value totaling $23,800. This loan, or any portion, is convertible at any time until paid in full at a rate of 1 common share per $0.001 of the debt converted. The loan bears interest at an annual rate of 12% percent compounded monthly.

The fair value of shares granted in the amount of $166,600 has been recorded as an interest expense and included in stockholder equity.

The fair value of shares used to calculate derivative interest expense associated with convertible debenture was estimated using the Black-Scholes pricing model with the following assumptions:


	March 31, 2008

Risk-free interest rate	5.39
Expected dividend yield	0
Expected stock price volatility	0
Expected option life in years	1

Incomes Taxes

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 35% to the net loss before provision for income taxes for the following reasons:

F-10


	September 30, 2008	March 31, 2008
Income tax expense at statutory rate	($15833)	($69143)
Valuation allowance	15833	69143
Income tax expense per books	$ -	$ -

Net deferred tax assets consist of the following components as of:


	September 30, 2008	March 31, 2008
NOL carryover	$15833	$69143
Valuation allowance	(15833)	(69143)
Net deferred tax asset	$ -	$ -

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred $10,000 of advertising expense included in General and Administrative expenses in the 6 months ended September 30, 2008.

Deferred Revenue, Commitments, and Contingencies

On July 1 ^st , 2008 the Company entered into an agreement to provide a client with network services for a one year term.

The agreement provides for a prepayment of $61,800 for the full term of the contract. $46,350 represents the unearned balance of the prepayment.

10.

Recent Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

F-11

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting non-controlling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Non-controlling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It

F-12

is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS No. 159 beginning March 1, 2009 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2009, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

11.

Subsequent Events

On October 7 ^th , 2008 the Company announced a 4:1 forward stock split on its common shares. 33,203,992 common shares will be issued for the 8,300,998 stock subscriptions.

12.

Uncertainty as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. However, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement and public offering of its common stock. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company ’s ability to continue as a going concern.

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BYLAWS

eCRYPT TECHNOLOGIES, INC.

TABLE OF CONTENTS

ARTICLE I. Offices

ARTICLE II. Shareholders

Section 1. - Annual Meeting

Section 2. - Special Meetings

Section 3. - Place of Meeting

Section 4. - Notice of Meeting

Section 5. - Fixing of Record Date

Section 6. - Quorum

Section 7. - Proxies

Section 8. - Voting of Shares

Section 9. - Action by Shareholders Without a Meeting

Section 10. - Participation by Electronic Means

ARTICLE III. Board of Directors

Section 1. - General Powers

Section 2. - Performance of Duties

Section 3. - Number, Tenure and Qualifications

Section 4. - Regular Meetings

Section 5. - Special Meetings

Section 6. - Notice

Section 7. - Quorum

Section 8. - Board Decisions

Section 9. - Informal Decisions

Section 10. - Participation by Electronic Means

Section 11. - Vacancies

Section 12. - Resignation

Section 13. - Compensation

Section 14. - Presumption of Assent

Section 15. - Committees

ARTICLE IV. Officers

Section 1. - Number

Section 2. - Election and Term of Office

Section 3. - Removal

Section 4. - Vacancies

Section 5. - Resignation

Section 6. - Powers and Duties

Section 7. - Salaries

ARTICLE VI. Contracts, Loans, Checks, and Deposits

Section 1. - Contracts

Section 2. - Loans

Section 3. - Checks, Drafts or Orders

Section 4. - Deposits

ARTICLE VII. Shares, Certificates for Shares and Transfer of Shares

Section 1. - Regulation

Section 2. - Certificates for Shares

Section 3. - Transfer of Shares

ARTICLE VIII. Fiscal Year

ARTICLE IX. Distributions

ARTICLE X. Seal

ARTICLE XI. Waiver of Notice

ARTICLE XII. Amendments

ARTICLE XIII. Miscellaneous

BYLAWS

eCRYPT TECHNOLOGIES, INC.

ARTICLE I.

Offices

The principal office of the Company shall be selected by the Board of Directors from time to time and may be within or without the State of Colorado. The Company may have such other offices, within or without the State of Colorado, as the Board of Directors may, from time to time, determine. The registered office of the Company required by the Colorado Business Corporation Act to be maintained in Colorado may be, but need not be, identical with the principal office if in Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II.

Shareholders

Section 1. - Annual Meeting . The annual meeting of the shareholders shall be held at such time and place as the Board of Directors may so designate, beginning with the year 2007, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Colorado, such meeting shall be held on the next succeeding business day. If the election of directors is not held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as is convenient.

Section 2. - Special Meetings . Special meetings of the shareholders, for any purpose or purposes, unless otherwise required by the Colorado Business Corporation Act, may be called by the President or by the Board of Directors, and shall be called by the President if the Corporation receives one (1) or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by the holders of shares representing at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting.

Section 3. - Place of Meeting . The Board of Directors may designate any place, within or without the State of Colorado, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at the meeting may designate any place, either within or outside the State of Colorado, as the place for the holding of such meeting. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Colorado.

Section 4. - Notice of Meeting . Written notice stating the place, date, and hour of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless any other longer notice period is required by the Colorado Business Corporation

Act. The Secretary shall be required to give such notice only to shareholders entitled to vote at the meeting except as otherwise required by the Colorado Business Corporation Act.

Notice of a special meeting shall include a description of the purpose or purposes of the meeting. Notice of an annual meeting need not include a description of the purpose or purposes of the meeting except the purpose or purposes shall be stated with respect to (i) an amendment to the Articles of Incorporation of the Corporation, (ii) a merger or share exchange in which the Corporation is a party and, with respect to a share exchange, in which the Corporation's shares will be acquired, (iii) a sale, lease, exchange or other disposition, other than in the usual and regular course of business, of all or substantially all of the property of the Corporation or of another entity which this Corporation controls, in each case with or without the goodwill, (iv) a dissolution of the Corporation, (v) restatement of the Articles of Incorporation, or (vi) any other purpose for which a statement of purpose is required by the Colorado Business Corporation Act.

Notice shall be given personally or by mail, private carrier, telegraph, teletype, electronically transmitted facsimile or other form of wire or wireless communication by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed and if in a comprehensible form, such notice shall be deemed to be given and effective when deposited in the United States mail, properly addressed to the shareholder at his address as it appears in the Corporation's current record of shareholders, with first-class postage prepaid. If notice is given other than by mail, and provided that such notice is in a comprehensible form, the notice is given and effective on the date received by the shareholder.

If requested by the person or persons lawfully calling such meeting, the notice shall be given at corporate expense. No notice need be sent to any shareholder if three successive notices mailed to the last known address of such shareholder have been returned as undeliverable until such time as another address for such shareholder is made known to the Corporation by such shareholder. In order to be entitled to receive notice of any meeting, a shareholder shall advise the Corporation in writing of any change in such shareholder's mailing address as shown on the Corporation's books and records.

When a meeting is adjourned to another date, time or place, notice need not be given of the new date, time or place if the new date, time or place of such meeting is announced before adjournment of the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which may have been transacted at the original meeting. If the adjournment is for more than one hundred twenty (120) days, or if a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting as of the new record date.

A shareholder may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such shareholder. Such waiver shall be delivered to the Corporation for filing with the corporate records, but this delivery and filing shall not be conditions to the effectiveness of the waiver. Further, by attending a meeting either in person or by proxy, a shareholder waives objection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to the holding of the meeting or

the transaction of business at the meeting because of lack of notice or defective notice. By attending the meeting, the shareholder also waives any objection to consideration in the meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

Section 5. - Fixing of Record Date . For the purpose of determining shareholders entitled to (i) notice of or vote at any meeting of shareholders or any adjournment thereof, (ii) receive distributions or share dividends, (iii) demand a special meeting, or (iv) make a determination of shareholders for any other proper purpose, the Board of Directors may fix a future date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days, and, in case of a meeting of shareholders, not less than (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed by the directors, the record date shall be the day before the notice of the meeting is given to shareholders, or the date on which the resolution of the Board of Directors providing for a distribution is adopted, as the case may be. When a determination of shareholders entitled to vote at any meeting of shareholders is made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting. Unless otherwise specified, when the record date is fixed, the time of day for such determination shall be as of the Corporation's close of business on the record date.

Notwithstanding the above, the record date for determining the shareholders entitled to take action without a meeting or entitled to be given notice of action so taken shall be the date a writing upon which the action is taken is first received by the Corporation. The record date for determining shareholders entitled to demand a special meeting shall be the date of the earliest of any of the demands pursuant to which the meeting is called.

Section 6. - Quorum . A majority of the votes entitled to be cast on the matter by a voting group, represented in person or by proxy, constitutes a quorum of that voting group for action on that matter. If no specific voting group is designated in the Articles of Incorporation or under the Colorado Business Corporation Act for a particular matter, all outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a voting group. In the absence of a quorum at any such meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed one hundred twenty (120) days without further notice. However, if the adjournment is for more than one hundred twenty (120) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of that number of shareholders whose absence would cause there to be less than a quorum.

If a quorum is present, an action on a matter other than the election of directors is approved if the votes cast favoring the action exceed the votes cast within the voting group opposing the action and such action shall be the act of the shareholders, unless the vote of a greater proportion or number or voting by groups is otherwise required by the Colorado Business Corporation Act or the Articles of Incorporation.

Section 7. - Proxies . At all meetings of shareholders, a shareholder may vote by proxy by signing an appointment form or similar writing, either personally or by his or her duly authorized attorney-in-fact. A shareholder may also appoint a proxy by transmitting or authorizing the transmission of a telegram, teletype, or other electronic transmission providing a written statement of the appointment to the proxy, a proxy solicitor, proxy support service organization, or other person duly authorized by the proxy to receive appointments as agent for the proxy, or to the Corporation. The transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the shareholder transmitted or authorized the transmission of the appointment. The proxy appointment form or similar writing shall be filed with the Secretary of the Corporation before or at the time of the meeting. The appointment of a proxy is effective when received by the Corporation and is valid for eleven months unless a different period is expressly provided in the appointment form or similar writing.

Any complete copy, including an electronically transmitted facsimile of an appointment or a proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used.

Revocation of a proxy does not affect the right of the Corporation to accept the proxy's authority unless (i) the Corporation had notice that the appointment was coupled with an interest and notice that such interest is extinguished and is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment, or (ii) other notice of the revocation of the appointment is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment. Other notice of revocation may, in the discretion of the Corporation, be deemed to include the appearance at a shareholders' meeting of the shareholder who granted the proxy and his or her voting in person on any matter subject to a vote at such meeting.

The death or incapacity of the shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy's authority unless notice of the death or incapacity is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment.

The Corporation shall not be required to recognize an appointment made irrevocable if it has received a writing revoking the appointment signed by the shareholder (including a shareholder who is a successor to the shareholder who granted the proxy) either personally or by his or her attorney-in-fact, notwithstanding that the revocation may be a breach of an obligation of the shareholder to another person not to revoke the appointment.

Section 8. - Voting of Shares . Each outstanding share, regardless of class, shall be entitled to one vote, except in the election of directors, and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation as permitted by the Colorado Business Corporation Act. Cumulative voting shall be permitted in the election of directors unless otherwise provided in the Articles of Incorporation.

At each election of directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, shall be elected to the Board of Directors.

Section 9. - Action by Shareholders Without a Meeting . Unless the Articles of Incorporation or these Bylaws provide otherwise, action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by each shareholder entitled to vote and delivered to the Secretary of the Corporation for inclusion in the minutes or for filing with the corporate records. Action taken under this section is effective when all shareholders entitled to vote have signed the consent, unless the consent specifies a different effective date.

Any such writing may be received by the Corporation by electronically transmitted facsimile or other form of wire or wireless communication providing the Corporation with a complete copy thereof, including a copy of the signature thereto. The shareholder so transmitting such a writing shall furnish an original of such writing to the Corporation, but the failure of the Corporation to receive or record such original writing shall not affect the action so taken.

The record date for determining shareholders entitled to take action without a meeting shall be the date the written consent is first received by the Corporation.

Section 10. - Participation by Electronic Means . Any shareholder may participate in any meeting of the shareholders by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

ARTICLE III.

Board of Directors

Section 1. - General Powers . The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. - Performance of Duties . A director of the Corporation shall perform his or her duties as a director, including his or her duties as a member of any committee of the board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements

and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (a), (b), and (c) of this Section 2; but he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his or her duties shall not have any other liability by reason of being or having been a director of the Corporation. Those persons and groups on whose information, opinions, reports, and statements a director is entitled to rely are:

(1)

One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(1)

Legal Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such persons' professional or expert competence; or

(2)

A committee of the board upon which he or she does not serve, which committee the director reasonably believes to merit confidence.

Section 3. - Number, Tenure and Qualifications . The number of directors of the Corporation shall be fixed from time to time by the Board of Directors, within a range of no less than one (1) nor more than five (5). Directors shall be elected at the annual meeting of shareholders, and the term of office of each director shall be until the next annual meeting of shareholders and the election and qualification of his or her successor. Directors need not be residents of the State of Colorado and need not be shareholders of the Corporation.

There shall be a Chairman of the Board, who has been elected from among the directors. He or she shall preside at all meetings of the stockholders and of the Board of Directors. He or she shall have such other powers and duties as may be prescribed by the Board of Directors.

Section 4. - Regular Meetings . A regular meeting of the Board of Directors shall be held without notice other than this Bylaw, immediately after and at the same place as the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the Corporation in the absence of any designation in the resolution.

Section 5. - Special Meetings . Special meetings of the Board of Directors may be called by or at the request of the President or any directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or outside the State of Colorado, as the place for holding any special meeting of the Board of Directors called by them.

Section 6. - Notice . Written notice of any special meeting shall be given by mail to each director at his or her business address at least five (5) days prior to the meeting; or by personal delivery, telegram, telecopy, or facsimile transmission at least twenty-four (24) hours prior to the meeting to the business address of each director or, in the event such notice is given on a Saturday, Sunday, or legal holiday, to the residence address of each director. If mailed, such notice shall be deemed to be delivered when deposited in the mail, so addressed, with first-class postage thereon prepaid. If notice be given by personal delivery, such notice shall be deemed to

be delivered upon receipt by the director or his or her representative. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is delivered by telecopy or facsimile transmission, such notice shall be deemed to be delivered when a confirmation of the transmission has been received by the sender.

Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

When any notice is required to be given to any of the directors of the Corporation, a waiver thereof in writing signed by the person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice.

Section 7. - Quorum . A majority of the number of directors fixed by the Board of Directors pursuant to Article III, Section 3 or, if no number is fixed, a majority of the number of directors in office immediately before the meeting begins, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 8. - Board Decisions . Except as otherwise required by the Colorado Business Corporation Act, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9. - Informal Decisions . Unless the Articles of Incorporation or these Bylaws provide otherwise, any action required or permitted to be taken at a meeting of the Board of Directors or any committee designated by said board may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by each director or committee member, and delivered to the Secretary for inclusion in the minutes or for filing with the corporate records. Action taken under this section is effective when all directors or committee members have signed the consent, unless the consent specifies a different effective date. Such consent has the same force and effect as a unanimous vote of the directors or committee members and may be stated as such in any document.

Section 10. - Participation by Electronic Means . Any members of the Board of Directors or any committee designated by such Board may participate in a meeting of the Board of Directors or committee by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

Section 11. - Vacancies . Any vacancy on the Board of Directors may be filled by the affirmative vote of a majority of the shareholders or the Board of Directors. If the directors

remaining in office constitute fewer than a quorum of the board, the directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

If elected by the directors, the director shall hold office until the next annual shareholders' meeting at which directors are elected. If elected by the shareholders, the director shall hold office for the unexpired term of his or her predecessor in office; except that, if the director's predecessor was elected by the directors to fill a vacancy, the director elected by the shareholders shall hold the office for the unexpired term of the last predecessor elected by the shareholders.

If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders and, if one or more of the remaining directors were elected by the same voting group, only such directors are entitled to vote to fill the vacancy if it is filled by the directors.

Section 12. - Resignation . Any director of the Corporation may resign at any time by giving written notice to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 13. - Compensation . By resolution of the Board of Directors, and irrespective of any personal interests of any of the members, or the Board of Directors, each director may be paid his or her expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 14. - Presumption of Assent . A director of the Corporation who is present at a meeting of the Board of Directors or committee of the board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (i) the director objects at the beginning of the meeting, or promptly upon his or her arrival, to the holding of the meeting or the transaction of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting, (ii) the director contemporaneously requests that his or her dissent or abstention as to any specific action taken be entered in the minutes of the meeting, or (iii) the director causes written notice of his or her dissent or abstention as to any specific action to be received by the presiding officer or the meeting before its adjournment or by the Corporation promptly after the adjournment of the meeting. A director may dissent to a specific action at a meeting, while assenting to others. The right to dissent to a specific action taken at a meeting of the Board of Directors or a committee of the board shall not be available to a director who voted in favor of such action.

Section 15. - Committees . Subject to the limitations set forth within the Colorado Business Corporation Act, the Board of Directors may create one or more committees, including an executive committee, and appoint one or more members of the Board of Directors, employees and others to serve on them. If such committee is composed of members who are not on the

Board of Directors, such committees may exercise only powers which are not required to be exercised by the Board of Directors.

ARTICLE IV.

Officers

Section 1. - Number . The officers of the Corporation shall be a President, none or one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Secretary and a Treasurer, each of whom shall be a natural person eighteen (18) years of age or older, and each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person.

Section 2. - Election and Term of Office . The officers of the Corporation to be elected by the Board of Directors shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, or until he or she resigns or is removed in the manner hereinafter provided.

Section 3. - Removal . Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to contract rights, if any, of the person so removed. The election or appointment of an officer or agent shall not in itself create contract rights.

An officer or agent may resign at any time by giving written notice of resignation to the Secretary of the Corporation. The resignation is effective when the notice is received by the Corporation unless the notice specifies a later effective date.

Section 4. - Vacancies . A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. - Resignation . Any officer of the Corporation may resign at any time by giving written notice to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. - Powers and Duties . The powers and duties of the several officers shall be as provided below or as such may be modified from time to time by resolution or other directive of the Board of Directors. In the absence of such provisions, the respective officers shall have the powers to discharge the duties set forth below and those customarily and usually held and performed by like officers of corporations similar in organization and business purposes to this Corporation.

President . The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general, supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the shareholders and of the Board of Directors. The President shall present at each annual meeting of the shareholders a report of the business of the Corporation for the preceding fiscal year and shall periodically make reports of the Corporation's business to the Board of Directors. The President shall have general supervision of all other officers, agents and employees of the Corporation, and in any case when the duties of the officers, agents or employees of the Corporation are not specifically prescribed by the bylaws or by Board resolution, they shall be supervised by the President. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution of the instrument shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to the office of President and any other duties that may be prescribed by the Board of Directors from time to time.

Vice President . In the absence of the President or in the event of the President's death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions on the President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform any other duties that from time to time may be assigned by the President or by the Board of Directors.

Secretary . The Secretary shall attend and keep the minutes of the proceedings of the shareholders and of the Board of Directors; see that notices of Board of Director and shareholder meetings are given in accordance with the provisions of the bylaws or as otherwise required by law; be custodian of the Corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to any documents requiring the seal; sign with the President or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; have general charge of the stock transfer books of the Corporation; keep a complete record of the shareholders on file in the principal place of business of the Corporation, arranged in alphabetical order with the address of and the number of shares held by each shareholder; and in general perform all duties incident to the office of Secretary and any other duties that from time to time may be assigned by the President or by the Board of Directors.

Treasurer . The Treasurer shall keep correct and complete books and records of account on file in the principal place of business of the Corporation; have custody of and be responsible for all funds and securities of the Corporation; receive monies due and payable to the Corporation from any source whatsoever; immediately deposit all Corporate funds in a bank or

other depository as may be designated by the Board of Directors; disburse the funds of the Corporation as may be ordered by the President or the Board of Directors; render to the President or the Board of Directors, at any time, an account of all the transactions of the Treasurer and of the financial condition of the Corporation; and in general, perform the duties of the office of Treasurer and any other duties that may be assigned by the President or by the Board of Directors.

Section 7. - Salaries . The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation.

ARTICLE V.

Indemnity

The Corporation shall indemnify its directors, officers and employees as follows:

(a) Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer employee or agent of the corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.

(b) The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law.

(c) The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article V.

ARTICLE VI.

Contracts, Loans, Checks, and Deposits

Section 1. - Contracts . The Board of Directors may authorize any officer or officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. - Loans . No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. - Checks, Drafts or Orders . All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. - Deposits . All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE VII.

Shares, Certificates for Shares and Transfer of Shares

Section 1. - Regulation . The Board of Directors may make such rules and regulations as it may deem appropriate concerning the issuance, transfer and registration of certificates for shares of the Corporation, including the appointment of transfer agents and registrars.

Section 2. - Certificates for Shares . Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued until the former certificates for like numbers of shares shall have been surrendered and canceled, except that in the case of a lost, destroyed, or mutilated certificate a new one may be issued therefor on such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 3. - Transfer of Shares . Subject to the terms of any shareholder agreement relating to the transfer of shares or other transfer restrictions contained in the Articles of Incorporation or authorized therein, transfer of shares of the Corporation shall be made in the manner specified by law. The Corporation shall maintain stock transfer books, and any transfer shall be registered thereon only upon request and surrender of the stock certificate representing the transferred shares duly endorsed. The Corporation shall have the absolute right to recognize as the owner of any shares of stock issued by it, the person or persons in whose name the certificate representing such shares stands according to the books of the Corporation for all proper corporate purposes, including the voting of the shares represented by the certificate at a regular or special meeting of shareholders, and the issuance and payment of dividends on such shares.

ARTICLE VIII.

Fiscal Year

The fiscal year of the Corporation shall begin on the 1 ^st day of April of each year and end at midnight on the 31 ^st day of March of the same year.

ARTICLE IX.

Distributions

The Board of Directors may from time to time declare, and the Corporation may pay, distributions on its outstanding shares in the manner and on the terms and conditions provided by the Colorado Business Corporation Act and its Articles of Incorporation.

ARTICLE X.

Seal

The Board of Directors may provide for a corporate seal in such form as the Board may establish from time to time, and such seal may be stamped or affixed to such documents as may be prescribed by law, custom, or the Board of Directors.

ARTICLE XI.

Waiver of Notice

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII.

Amendments

The Board of Directors shall have power, to the maximum extent permitted by the Colorado Business Corporation Act, to make, amend and repeal the Bylaws of the Corporation at any regular or special meeting of the board unless the shareholders, in making, amending or repealing a particular Bylaw, expressly provide that the directors may not amend or repeal such Bylaw. The shareholders also shall have the power to make, amend or repeal the Bylaws of the Corporation at any annual meeting or at any special meeting called for that purpose.

ARTICLE XIII.

Miscellaneous

Section 1. - Conflicts. In the event of any irreconcilable conflict between these Bylaws and either the Corporation's Articles of Incorporation or applicable law, the latter shall control.

Section 2. - Definitions. Except as otherwise specifically provided in these Bylaws, all terms used in these Bylaws shall have the same definition as in the Colorado Business Corporation Act.

APPROVED AND ADOPTED by the Board of Directors of the Company as of April 19, 2007.