Electric Moto SB2/A Registration of securities for small business issuer (amended)

As filed with the Securities and Exchange Commission on

July 6, 2005

REGISTRATION NO.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM SB-2

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

ELECTRIC MOTO CORPORATION

(Name of Small Business Issuer in its Charter)

NEVADA

3711

57-1094726

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

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

3165 East Main Street

Ashland, Oregon 97520

(541) 890-3481

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

ELY SCHLESS

CEO, PRESIDENT, SECRETARY AND CHAIRMAN OF THE BOARD OF DIRECTORS

ELECTRIC MOTO CORPORATION

3165 EAST MAIN STREET

ASHLAND, OREGON 97520

(541) 890-3481

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

RICHARD I. ANSLOW, ESQ.

ANSLOW & JACLIN, LLP

195 ROUTE 9 SOUTH, SUITE 204

MANALAPAN, NEW JERSEY 07726

TELEPHONE NO.: (732) 409-1212

FACSIMILE NO.: (732) 577-1188

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after this Registration Statement becomes effective.

-i-

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	OFFERING PRICE PER SHARE	AGGREGATE OFFERING PRICE	REGISTRATION FEE

Common Stock, par value	11,960,000	$.03	$358,800	$ 42.23
$.001 per share (1)

Common Stock, par value
$.001 per share (2)	1,600,000	$.03	$48,000	$ 5.65

Common Stock, par value
$.001 per share (3)	1,120,000	$.03	$33,600	$ 3.95

Common Stock, par value
$.001 per share (4)	1,120,000	$.03	$33,600	$ 3.95

Common Stock, par value
$.001 per share (5)	1,620,000	$.03	$ 48,600	$5.72

Total	17,420,000		$ 522,600	$61.50

(1) Represents Selling Security Holders shares being sold to the public. The price of $.03 is based on Electric Moto Corporation’s most recent private placement sold at $.03 per share.

(2) Represents shares of common stock issuable in connection with the conversion of options issued to Jeff Knepp (500,000), Noah Clark (550,000) and Paul Giarmoleo (550,000). The price of $.03 is based on Electric Moto Corporation’s most recent private placement sold at $.03 per share.

(3) Represents shares of common stock issuable in connection with the conversion of options issued to Kenneth Bornstein (600,000), Abbie Zands (400,000) and John Sr. and Judith Polli (120,000). The price of $.03is based on Electric Moto Corporation’s most recent private placement sold at $.03 per share.

(4) Represents shares of common stock issuable in connection with the conversion of options issued to Kenneth Bornstein (600,000), Abbie Zands (400,000) and John Sr. and Judith Polli (120,000). The price of $.03 is based on Electric Moto Corporation’s most recent private placement sold at $.03 per share.

(5) Represents shares of common stock issuable in connection with the conversion of options issued to Kenneth Bornstein (600,000), Abbie Zands (400,000), John, Sr. and Judith Polli (120,000) and Natural Ventures (500,000). The price of $.03is based on Electric Moto Corporation’s most recent private placement sold at $.03 per share.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED , 2005

ELECTRIC MOTO CORPORATION

11,960,000 SELLING SECURITY HOLDER SHARES OF COMMON STOCK

5,460,000 SHARES OF COMMON STOCK ISSUABLE IN CONNECTION WITH

CONVERSION OF OPTIONS

Our selling security holders are offering to sell 11,960,000 shares of our common stock and 5,460,000 shares of our common stock issuable in connection with their conversion of our options.

The securities offered in this prospectus involve a high degree of risk. You should carefully consider the factors described under the heading “Risk Factors” beginning on page 4.

Neither the Securites and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The selling stockholders will sell their common stock at the price of $.03 per share until our shares of common stock are quoted on the OTC Bulletin Board (or any other recognized exchange). Thereafter, the selling stockholders may sell their shares at prevailing market prices or privately negotiated prices. There is currently no market for our shares of common stock.

The date of this prospectus is ________________, 2005

Our shares of common stock are not listed on any stock exchange duly authorized and regulated by foreign or

domestic law. Immediately after the effectiveness of this registration statement, we intend to have a registered broker-dealer submit an application for a quotation on the OTC Bulletin Board. However, acceptance of this application is not guaranteed and is dependant on multiple factors. Nothing in this prospectus should be read to suggest our shares of common stock will be quoted on the OTC Bulletin Board.

This prospectus relates to the resale by the selling stockholders of up to 11,960,000 shares of common stock and 5,460,000 shares of our common stock issuable in connection with the conversion of our options. The selling stockholders may not sell the stock from time to time at the prevailing market price or in negotiable transactions until the shares of our common stock are quoted on the OTC Bulletin Board (or another recognized exchange).

We will receive no proceeds from the sale of the shares by the selling stockholders. However, we will receive proceeds from the exercise of the outstanding options.

TABLE OF CONTENTS

ABOUT US	1

RISK FACTORS	2

USE OF PROCEEDS.	4

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	5

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OR OPERATION.	7

BUSINESS	10

LEGAL PROCEEDINGS.	19

MANAGEMENT	19

PRINCIPAL STOCKHOLDERS	21

SELLING STOCKHOLDERS	22

PLAN OF DISTRIBUTION	24

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	25

DESCRIPTION OF SECURITIES.	26

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	26

TRANSFER AGENT	27

EXPERTS.	27

LEGAL MATTERS.	27

FINANCIALS	F

RECENT SALES OF UNREGISTERED SECURITIES.

ABOUT US

HOW WE ARE ORGANIZED AND OUR OPERATIONS

We were originally incorporated under the laws of the State of Nevada on March 7, 2000 under the name “Dorado Capital Ventures, Inc.” From our origination until March 27, 2004, we have not had any operations while looking for a suitable business strategy to implement. On March 27, 2004, we purchased all of the assets of Ely Schless doing business as Electric Moto and electricmoto.com. On July 27, 2004, our corporate name was changed to “Electric Moto Corporation.”

We currently have only two employees, and we are controlled by a majority shareholder, Ely Schless, who is also an officer and director. Mr. Schless beneficially owns 61% of our outstanding stock. Our auditors have issued a going concern qualification in their opinion letter. In addition, our accumulated deficit as of March 31, 2005 is $481,198.00.

We design, manufacture, distribute and sell recreational and special purpose electric and hybrid vehicles throughout the world. We design vehicles that are:

•	Energy Efficient
•	Practical
•	Environmentally friendly (quiet and non-polluting)
•	Suitable for recreational, military and homeland security applications.

SUMMARY FINANCIAL INFORMATION

The summary financial information set forth below is derived from and should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing elsewhere in this prospectus.

	Year Ended on		Quarter Ended,
	December 31,		March 31
	2004	2003	2005	2004

Statement of Operations Data

Revenue	$68,225	$65,454	$19,950	$15,291
Costs and general and administrative expenses	391,002	44,022	141,990	19,544

Operating Income (Loss)	(369,005)	(37,289)	(134,489)	(13,446)
Other income (expense)
Net Loss	(369,005)	(37,289)	(134,489)	(13,446)

Net Loss per Common Share	(0.01)	(0.00)	(0.00)	(0.00)

Weighted Average Common share Outstanding	27,208,740	20,000,000	31,242,222	20,000,000


	Dec. 31, 2004	March 31, 2005
Balance Sheet Data

Current Assets	$37,559	$26,421
Current Liabilities	1,065	24,238
Total Assets	37,559	26,421

Shareholders’ Equity	36,494	2,183

WHERE YOU CAN FIND US

We are located at 3165 East Main Street, Ashland, Oregon 97520. Our telephone number is (541) 890-3481.

Our internet address ishttp://www.electricmoto.com. The majority of information on this website is promotional and is thus not disclosed in nor should be deemed a part of this registration statement. The information on our website has not been reviewed by the SEC.

RISK FACTORS

An investment in our common stock is highly speculative and involves a high degree of risk. Therefore, you should consider all of the risk factors discussed below, as well as the other information contained in this document. You should not invest in our common stock unless you can afford to lose your entire investment and you are not dependent on the funds you are investing. The following is not a complete list of all factors that contribute to the high level of risk associated with this stock but rather all material factors specifically relating to our business.

Please note that throughout this prospectus, the words “we”, “our” or “us” refer to Electric Moto Corporation and not to the selling shareholders.

WE HAVE A HISTORY OF OPERATING LOSSES AND THERE CAN BE NO ASSURANCES WE WILL BE PROFITABLE IN THE FUTURE.

We have a history of operating losses, expect to continue to incur losses, and may not be profitable in the near future. We had net losses attributable to common shareholders of $369,005 for the twelve months ended December 31, 2004 and net losses of $37,289 for our fiscal year ended in December 31, 2003. We intend to continue to fund operations through additional debt and equity financing arrangements that may not be sufficient to fund our capital expenditures, working capital, and other cash requirements for the year ending December 31, 2005. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.

ELY SCHLESS, ONE OF OUR DIRECTORS AND SOLE OFFICER, CONTROLS APPROXIMATELY 61% OF OUR ISSUED AND OUTSTANDING SHARES AND, THEREFORE, CAN CONTROL ALL SHAREHOLDER DECISIONS RESULTING IN THE REMAINDER OF OUR SHAREHOLDERS HAVING NO CONTROL OVER OUR CORPORATE ACTIONS

Ely Schless, our officer and director, beneficially owns approximately 61% of our issued and outstanding shares. Therefore, Mr. Schless will be in a position to exert actual or effective control over our business and operations, including the election of all of our directors and approval of significant corporate transactions. The remainder of our shareholders will have no control over our corporate actions.

THE LIMITED AMOUNT OF CASH IN OUR BANK ACCOUNT COULD RESULT IN THE CESSATION OF OUR OPERATIONS DUE TO OUR POSSIBLE INABILITY TO PAY OUR EMPLOYEES’ SALARIES AND ACCOUNTS RECEIVABLE IN A TIMELY BASIS

As of our December 31, 2004 (our balance sheet date in our financial statement), we had a cash balance of only $25,985. There are numerous negative ramifications to having limited cash on hand. Specifically, this could cause us to lose our employees for failure to pay salaries on a timely basis. In addition, we might not be able to pay our accounts payable. This may result in lawsuits.

IF WE FAIL TO ESTABLISH A LARGE ENOUGH MARKET FOR OUR PRODUCTS, WE COULD GO OUT OF BUSINESS

Although to date the market for our products has been sufficient to meet our limited ability to produce products, our business plan calls for a significant increase in our ability to produce products to meet anticipated demand from expanded marketing efforts. There is no assurance that such a demand exists and a failure of the demand to materialize in light of our increased expenses in ramping up production could cause us to run out of money and cease operations.

ENERGY PRICES COULD FALL WHICH COULD LOWER DEMAND FOR OUR PRODUCTS

Energy efficient and alternative energy products tend to become more attractive to the market with increased oil prices. There is no assurance that oil prices will continue to be as high as they are today and a significant reduction in the price of oil could lessen the desirability of our products to consumers.

A REDUCTION IN ENVIRONMENTAL CONCERNS COULD NEGATIVELY AFFECT OUR MARKET

Our products enjoy an advantage over similar products powered by gasoline due to the accurate perception that electric products are less harmful to the environment than those that operate on gasoline. . Should trends reverse and should concerns about noise and air pollution relax instead of increase, the market for our products could diminish significantly.

WE MAY LOSE BUSINESS IF MAJOR MANUFACTURERS DECIDE TO ENTER OUR MARKET IN DIRECT COMPETITION WITH US

Major manufacturers may decide to enter our market. Currently, this is not a direction any manufacturers have chosen to pursue, but they already have a customer base and dealer network in the recreational vehicle market. As a result it would not be difficult for them to enter the market should they decide to. To date, this has not been their direction but that could change without notice in the future. Should market demand in this niche grow sufficiently it is more likely that this will occur.

“PENNY STOCK” RULES MAY MAKE BUYING OR SELLING OUR COMMON STOCK DIFFICULT

Trading in our securities is subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker- dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission’s regulations concerning the transfer of penny stocks. These regulations require broker- dealers to:

•

Make a suitability determination prior to selling a penny stock to the purchaser;

•

Receive the purchaser’s written consent to the transaction; and

•

Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

IF ELY SCHLESS IS NO LONGER IN HIS PRESENT POSITIONS, IT WILL BE DIFFICULT TO REPLACE HIM WITH PERSON(S) OF HIS EXPERIENCE RESULTING IN THE POSSIBLE CESSATION OF OUR BUSINESS OR, AT A MINIMUM, THE DELAY IN CARRYING OUT OUR BUSINESS PLAN

Ely Schless, our senior executive is important to our success. He has significant experience in our specific business. If he becomes unable or unwilling to continue in his present positions, we will be forced to seek replacements with the same or similar experience. Our failure to find such an individual can result in the cessation of our business or the delay in carrying out our business plan.

THERE IS NO ASSURANCE OF A PUBLIC MARKET FOR OUR COMMON STOCK OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.

There is no established public trading market for our securities, specifically, our shares of common stock. Our shares are not listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

USE OF PROCEEDS

The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

DETERMINATION OF OFFERING PRICE

The initial public offering price of the shares of our common stock based on the registration fee of $.03 has been determined based on a recent private placement of $.03 per share. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Although our common stock is not listed on a public exchange, we will be filing to obtain a quotation on the OTC Bulletin Board concurrently with the filing of this prospectus. However, there is no assurance that our common stock, once it becomes publicly quoted or listed, will trade at market prices in excess of the initial public offering price of $.03 as prices for the common stock in any public market which may develop will be determined by the market and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us, and general economic and market conditions. There is also no assurance that our stock will ever be publicly quoted or listed.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is not currently traded on any stock exchange duly authorized and regulated by foreign or domestic law. There is no current public trading market for our shares of common stock. After this Registration Statement becomes effective, we intend to apply for a quotation on the OTC Bulletin Board. While we intend to take needed action to qualify our common shares for quotation on the OTC Bulletin Board, there is no assurance that we can satisfy the current listing standards.

As of June 29, 2005, based on our transfer agent records, we had 42 shareholders holding an aggregate of 32,800,000 shares of our common stock.

As of June 29, 2005, we had 7,560,000 options outstanding convertible into 7,560,000 shares of our common stock.

As of June 29, 2005, we had 27,410,000 shares that were eligible to be sold under Rule 144 of the 1933 Securities Act. 20,000,000 of such shares are owned by Ely Schless, our officer and director, and 310,000 are held by Dennis Knepp, our director.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information as of June 29, 2005, with respect to compensation plans under which our equity securities are authorized for issuance:

	(a)	(b)	(c)
	_________________	_________________	_________________
	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation	None
plans approved by
security holders

Equity compensation	None
plans not approved
by security holders

Total	None

DIVIDENDS

We have never paid a cash dividend on our common stock. It is our present policy to retain earnings, if any, to finance the development and growth of our business. Accordingly, we do not anticipate that cash dividends will be paid until our earnings and financial condition justify such dividends. There can be no assurance that we can achieve such earnings.

PENNY STOCK CONSIDERATIONS

Trading in our securities is subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker- dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. Broker- dealers who sell penny stocks to certain types of investors are required to comply with the Commission’s regulations concerning the transfer of penny stocks. These regulations require broker- dealers to:

- Make a suitability determination prior to selling a penny stock to the purchaser;

- Receive the purchaser’s written consent to the transaction; and

- Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Unless the context otherwise requires, references to “Company”, “Electric Moto”, “we”, or “our”, mean Electric Moto Corporation.

We were originally incorporated under the laws of the State of Nevada on March 7, 2000 under the name "Dorado Capital Ventures, Inc." From our origination until March 27, 2004, we have not had any operations while looking for a suitable business strategy to implement. Effective April 8, 2004 the Company (Dorado) entered into an asset purchase agreement with Ely Schless dba Electric Moto, a sole proprietorship whereby Dorado purchased the assets and assumed the liabilities of Electric Moto in exchange for 20,000,000 shares of Dorado. Subsequent to the issuance of these common shares the proprietor of Electric Moto owns approximately 80% of the issued and outstanding shares of the Dorado. The transaction was accounted for as a recapitalization of the Dorado and the issuance of common shares of Electric Moto Corporation for the net assets of Dorado of $84,958. On July 27, 2004, our corporate name was changed to "Electric Moto Corporation."

On July 27, 2004, our corporate name was changed to “Electric Moto Corporation.”

OVERVIEW

We are a vehicle manufacturer engaged in the sales of low environmental impact recreational vehicles, such as motorcycles and all-terrain vehicles (ATVs). Our products target existing buyers and dealers. We rely on our development and manufacturing expertise and technologies to respond to new, cleaner vehicle and land-use mandates. Growing environmental restrictions are also creating more efficient vehicle components, such as batteries, motors and control electronics, which we exploit and integrate into vehicle platforms that perform like gas powered vehicles, but require less fuel and create lower emissions.

Our operations include chassis and component manufacturing, serial production, assembly, marketing and distribution of vehicles.

Our primary objective is to utilize vehicle production and sales to build cash flow and increase earnings per share. We envision our industry today much like the health food industry in recent decades; where the early pioneers established brand loyalty in markets previously ignored by the larger mainstream companies. Our ability to cost-effectively produce low environmental impact vehicles is based on our understanding of electronic drive systems and how they best package on modern vehicle platforms.

We seek to build shareholder value by increasing our sales via the development of an extensive distribution network in the US and in Europe, focusing on existing motorcycle and power sports dealerships. Previously we have sold our vehicles exclusively over the Internet, which limited our exposure to those with web access.

In September of 2004, we decided to expand our product line from pure electric vehicles to include hybrid vehicles, which combine the efficiencies and clean operation of electric vehicles with the longer-range capabilities of a gas engine. To date, we have developed two working prototypes of a hybrid drive system, that we are calling the iHybrid System; however, we have not completed our development or intellectual property protection for these intended additions to our product line. As a result, these future additions to our product line have not, to date, impacted our development budget or business operations. Once development is complete, we intend to expand the marketing of our hybrid drive systems, which have mainstream applications including snowmobiles, watercraft and highway-use as commuter vehicles.

Presently the Company’s operations entail manufacturing and direct sales of electric off-road vehicles. There is currently one production model, an off-highway use cycle called The Blade T-6, which is marketed via the Internet at http://www.electricmoto.com. Blades are manufactured in house by Mr. Schless, the only employee of the Company. Manufacturing operations performed by Mr. Schless include computer aided design and manufacturing (CAD/CAM), tube frame fabrication, plastic forming tools and parts, electrical harness fabrication and final assembly onto a shipping pallet.

Blades are produced by Mr. Schless in a serial production run of 20 to 25 units. Only 15 to 20% of manufactured vehicle cost is comprised of in-house manufactured components, so serial production of frames and plastic parts can be performed at minimal initial cost to the Company, as production operations are primarily in the form of labor performed by Mr. Schless, who also serves in an executive and administrative capacity for the Company.

To further minimize the capital expenditure associated with manufacturing Blades, final assembly and purchase of non-proprietary vendor produced components such as batteries, motors and electronic controls, are initiated only

when a 50% deposit is received from a buyer. Our basic business model assumes that the retail price of the Blade is approximately twice our cost of manufacture,(excluding sales, general and accounting (S,G&A)) and shipping costs.

We foresee that our growth is dependent on capitalization. Previously we have not had sufficient capital to enjoy the benefits of volume production. Additionally, the price of oil may be considered a factor in the Company’s future, as are various government mandates concerning both vehicle emissions and OHV (off-highway vehicle) land access.

Our independent auditor has expressed substantial doubt about our ability to continue as a going concern. The notes to our financial statements include an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The reason cited in the notes as raising substantial doubt as to our ability to continue as a going concern is that we do not have sufficient working capital to fund our operations. Our ability to continue as a going concern is contingent upon our ability to attain profitable operations by securing financing and implementing our business plan.

BUSINESS STRATEGY

Our business strategy is to provide growth through the development of product distribution networks, both in the US and Europe. Additionally we plan to increase our ability to produce more vehicles in less time by increasing our staff and outsourcing where practical.

Some of the key points are as follows:

•	Develop, through a strategic alliance or an exclusive distributorship agreement, a distribution system in Europe. This would entail an agreement with a European company that would agree to assemble and distribute our products at its expense in return for the exclusive rights to the European market.
•	Continue development and improvement of our hybrid systems both in terms of efficiency and cost.
•	By the end of 2005, we intend to have established at least three distributorships who will be recruiting dealers to sell the Blade and iHybrid products in their regions. Our focus will then be directed toward expanding our manufacturing capabilities along with continuing to develop new state-of-the-art models to accommodate the rapidly evolving advanced battery and fuel cell technologies as they become viable in the marketplace.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The following policies reflect specific criteria for our various revenues streams:

Revenue is recognized at the time the product is delivered. Provision for sales returns will be estimated based on our historical return experience. Revenue is presented net of returns. At present, based on the volume of revenues, we do not assess returns of products, levels of inventory in the distribution channel, and expected introductions of new products that may result in larger then expected returns of current products.

Stock-Based Compensation

We account for equity instruments issued to employees for services based on the fair value of the equity instruments issued and account for equity instruments issued to other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable.

We account for stock based compensation in accordance with SFAS 123, “Accounting for Stock-Based Compensation.” The provisions of SFAS 123 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in APB Opinion 25, “Accounting for Stock Issued to Employees” (APB 25) but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed. We have elected to continue to apply APB 25 in accounting for our stock option incentive plans.

RESULTS OF OPERATIONS

Revenues

We generated sales revenues of $65,454 during fiscal 2003 and $68,225 in fiscal 2004. Traditionally, we revert to product development when production slows, as it is less capital intensive, relying mainly on the intellectual capacity of the company to improvise new solutions to production and product challenges. Hence, the development of the hybrid system during the last quarter of 2004 was implemented to fill the gap in capital available for production. The development of the hybrid system has not yet impacted our revenues.

Last quarter our revenues dropped due to having no product for sale. We were building 18+ Blades (our product) that are now almost ready to sell. We foresee more sales of these in the next two to three quarters that will increase our revenues and cash flow due to this nearly-finished inventory.

Gasoline prices have traditionally been highest in the summer. This may increase demand slightly for our product, which does not rely on gasoline. Gasoline prices have traditionally fallen, relative to summer prices, and may negatively impact accordingly. Currently, we do not have a significant data sample to justify this hypothesis.

EXPENSES

Our expenses for fiscal year end 2003 and 2004 were $44,022 and $391,002 respectively. These will increase as we expand our staff to meet new sales and production goals. In addition, during 2004 we incurred non-cash stock compensation of $285,360. We do not expect to require significant expenditures for equipment as our current plant has capabilities commensurate with projected production for the near future. We currently have no material commitments for capital expenditures. Product expansion into the hybrid system has not materially impacted our expenses.

LIQUIDITY AND CAPITAL RESOURCES

From our inception to December 31, 2004, we incurred operating losses of approximately $356,888 (approximately $285,360 of this loss was from non-cash stock based compensation expense) and at December 31, 2004, we had a net working capital of approximately $25,985. Net cash used in operating activities for the period from January 1, 2003 to December 31, 2004 was approximately $98,997. We funded these needs primarily through the private sale of common stock.

As a result of the above, as of December 31, 2004, we had a cash position of approximately $25,985.

Currently we are still delivering bikes. This is our primary source of revenue.As of the date of this registration statement, wehave completed 13 bikes that can be sold without further expenditure of cash. One bike sale (net proceeds of $6,500 in cash) will maintain 8 weeks of operation at our current levels.

We do not have sufficient cash available to satisfy the cash requirements to execute our business plan over the next year based upon our current rate of expenses. Our current minimum cash requirement per month is $2,900. Our current cash position will afford us 8 months of operation. Each bike sold will extend this timeframe accordingly. This calculation does not include production expenses for inventory replenishment. We will need an additional minimum of $1,000,000 to finance our planned expansion, which funds will be used for product development, manufacturing and personnel. In order to become profitable, we may still need to secure additional debt or equity funding. We have no source of funding identified. Our failure to secure additional funds would impair and delay our ability to implement our business plan.

We intend on raising the additional capital required through the sale of stock either through private sales or the exercise of existing options. If we do not secure the required funding, we may not be able to achieve our growth objectives within the anticipated time period, if at all. We believe that future plans will be achieved if we receive the necessary funding. Furthermore, in the event that the level of funding is less that we have anticipated, this may also result in a delay in our ability to generate revenues or a reduced amount of revenues being generated.

All initial expenses relating to this offering, including attorney’s and accountants fees, totaling $50,000, have been paid.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet transactions.

BUSINESS - OUR COMPANY

A SUMMARY OF WHAT WE DO

We were originally incorporated under the laws of the State of Nevada on March 7, 2000 under the name “Dorado Capital Ventures, Inc.” From our origination until March 27, 2004, we did not have any operations while looking for a suitable business strategy to implement. On March 27, 2004, we purchased all of the assets of Ely Schless doing business as Electric Moto and electricmoto.com. On July 27, 2004, our corporate name was changed to “Electric Moto Corporation.”

We design, manufacture, distribute and sell recreational and special purpose electric and hybrid vehicles throughout the world. We are leaders in designing vehicles that are:

•	Energy Efficient
•	Practical
•	Environmentally friendly (quiet and non-polluting)
•	Suitable for recreational, military and homeland security applications

Through our predecessor companies, Ely Schless doing business as both Electric Moto and Denali Cycles, we have been building and selling electric vehicles since 1995. Our products are found in the garages of professional competitors and amateurs alike. Our products have been sold to customers in the United States as well as in Europe.

In the past, we have focused primarily on recreational motorcycle markets with our “Blade” and predecessor models. Additionally we have designed and built electric motor scooters that are designed for fuel-efficient commuting in a world of growing energy costs.

Our flagship product, the Blade T-6, is a high performance electric motocross / freestyle (stunt) motorcycle. It has been designed to appeal to top competitive riders. Its light weight (175 pounds) and high power (25 kilowatts) is designed to allow for greater flexibility both in racing and extreme sports. Additionally, the Blade is virtually silent. This allows it to be ridden in exhibitions and other areas where gas powered vehicles are prohibited because of noise or emission restrictions.

The Blade is assembled from two sources; 1) proprietary, such as the chassis (frame, wheel hubs, electrical harnesses) and 2) vendor supplied. Most of the proprietary parts are produced in-house using specialized fixtures and tooling to create the part. These proprietary parts are constructed from common, commercially available steel or aluminum stock shapes, which are formed or welded to our specific dimensions utilizing custom built jigs, tooling and fixtures.

Vendor supplied components include motors, batteries, electronics, tires, brakes, chains, bearings and general hardware (fasteners). Many of our primary vendor parts come from the golf car industry, which is a larger industry than the electric cycle industry, so there are competitive suppliers of motors and they generally require minimal lead times, which reduces our inventory requirements.

We purchase some of our vendor parts from Europe and Scandinavia, such as brakes and wheel rims from Formula in Italy, tires from Finland (Suomo), and our suspension components (forks and shocks) from Sweden (Ohlins). Because our customers are a niche of high-end motorcycle enthusiasts, it is important that we use branded components for their familiarity within the industry, prestige and promotional value.

We also have designed what we call the iHybrid drive system; an electric / gasoline powered hybrid ATV (all terrain vehicle) with potential recreational and military applications. The iHybrid drive system can propel a rider and payload for up to 6 hours of quiet (less than 59 decibels), continuous travel. The iHybrid system features a gasoline consumption rate of less than 1/2 gallon per hour and reduced heat signature due to the higher overall efficiencies of the subsystems that comprise our iHybrid drive system. We intend to market new products that incorporate the iHybrid drive system to civilian, military and law enforcement markets in the US and in Europe.

Dependence on Customers

Our business is not materially dependant on one or a few major customers. We rely on direct sales to the end user primarily. Additionally, we have sold 2 pallets of 4 cycles each in Europe through one customer, with whom we may engage in a distribution agreement in the future, but the agreement is not material as of the date of this filing.

Potential Impact of State or Federal Regulations

Our products are intended for off-highway use, where there is no governing body that sanctions or qualifies products for the market. NHTSA (National Highway Transportation and Safety Administration) regulates only the importation of a “motor vehicle,” which is defined in the controlling statute (49 U.S.C. 30102) as “a vehicle driven or drawn by mechanical power and manufactured primarily for use on public streets, roads, and highways.” Vehicles (such as racing bikes, dirt bikes, or ATV’s) that are not “primarily manufactured for on-road use” do not qualify as motor vehicles and as such are not subject the FMVSS (Federal Motor Vehicle and Safety Standards).

In the future we may produce highway-use vehicles that will need to meet federal D.O.T. standards. As we have not yet produced a prototype, we do not know if it will meet these standards. Additionally, in the event of numerous consumer complaints or actions against the Company, the Consumer Products Safety Commission (CPSC) could intervene and restrict our business. Our products are intended for use only on private property which minimizes our legal exposure and further mitigates the need for governmental approval of our product. The battery chargers that we provide with our product meet UL and CSA standards which are met by the manufacturer (Soneil of Canada).

In the case of our proposed new hybrid product, we have specified component suppliers that already have approvals from UL and CSA (for Canadian or European sales). Additionally, U.S. Forestry Service approved spark arrestors are specified for our hybrid generator system.

It is generally understood that electric or hybrid vehicles create lower exhaust emissions and use fuels more efficiently (in the case of a hybrid). Therefore, future and existing noise or pollution mandates could impact the market for our products.

Research and Development

Research and development, including tooling development, is an ongoing process that is mainly done during the winter month, which is considered off-season for our products. During fiscal 2004 we purchased R and D related materials and equipment totalling less than $7,500.00 and it comprised approximately15% of our labor effort, in man-hours. To date in fiscal 2005, we have spent less than $2,000 on R and D and do not expect further development costs until we begin production of our commercially available hybrid systems, whereupon we predict that approximately $40,000.00 will be needed to be invested in hybrid product research, for samples and testing purposes.

Cost of Compliance with Environmental Regulations

Environmental compliance requirements due to metal finishing processes are provided by our sub-vendor, Anodex in Medford, Oregon. Anodex performs metal finishing as per OSHA and EPA requirements. Thus, the cost is factored into our purchase price. Further, our in-house operations that are subject to environmental compliance are welding processes, which are subject to OSHA standards. There is currently no material cost associated with such compliance.

Full Time Employees

There are two full time employees only: Ely Schless serving in all operational and executive positions and Krista Johnson serving as secretary and office manager.

Products

The Blade T-6 2005

The Blade T-6 is our 2005 version of the original pure electric powered Blade cycle we first sold in 2001. The Blade allows its owner to enjoy high performance yet silent motoring. The Blade has been sold to enthusiasts both nationally and internationally in Germany, Sweden, Austria, Italy and United Kingdom. The Blade T-6 is sold with a 3-hour automatic battery charger or an optional 20 minute fast charger. The Blade T-6 retails for $7,499.00.

HISTORY OF OUR ELECTRIC AND HYBRID VEHICLES

The following vehicles were designed and/or manufactured built by Ely Schless as predecessors to the current Blade T-6 cycle line offered by Electric Moto Corporation. Currently they are not offered for sale.

The Viento

The Viento is an electric-powered commuter cycle with a 50 mile range that was designed for The Electric Cycle Company.

The Moto-Pro

The world’s first production off-road electric cycle.115 pounds and 12 horsepower, manufactured and sold by Denali Cycles 1995 to 2001.

The Blade 2001-2004 ( 2004 shown)

First production electric motocross bike.

22 horsepower at 165 pounds, featuring 12” travel front and rear suspension.

The Denali VE

This is a prototype of a moderate performance (5,000 Watt) 50 mile range electric commuter cycle.

The Denali TorkAtak

The world’s first limited production electric observed trials competition bike, manufactured in 1997. Five Tork Ataks were made and sold.

ATV Hybrid Prototype

This vehicle was built as a proof of concept working prototype that showcases the potential of a hybrid all-terrain vehicle (ATV). Built in October 2004, it weighs 305 pounds, makes 18 horsepower, and runs for over 3 hours on one gallon of gasoline, at typical speeds of 10 to 20 mph in moderate to rough terrain.

DEVELOPMENT

In addition to continuing to evolve our Blade product, we intend to expand into hybrid-powered products based on our inverter / hybrid (“iHybrid”) drive system technology that we have recently qualified as suitable for production vehicle applications. Development is underway for hunting and military platforms for our iHybrid ATV, with the goal of having pre-production test vehicles completed in 2005.

Additionally, we intend to introduce a commuter style scooter based on the iHybrid drive system.

OPERATIONS

Presently the Company’s operations entail manufacturing and direct sales of electric off-road vehicles. There is currently one production model, an off-highway use cycle called The Blade T-6, which is marketed via the Internet at http://www.electricmoto.com. In-house manufacturing operations include computer aided design and manufacturing (CAD/CAM), tube frame fabrication, plastic forming tools and parts, electrical harness fabrication and final assembly into a boxed shipping pallet.

Blades are produced in serial production runs of 20 to 25 units. Only 15 to 20% of manufactured vehicle cost is comprised of in-house manufactured components, so serial production of frames and plastic parts can be performed at minimal initial cost to the Company. Production operations today consist primarily of labor performed or directed by Mr. Schless, utilizing tooling and equipment acquired from the 2004 business merger.

To further minimize the capital expenditure associated with manufacturing Blades, final assembly and purchasing of vendor produced components such as batteries, motors and electronic controls, are initiated only when a 50% deposit is received from a buyer. Our basic business model assumes that the retail price of the Blade is approximately twice our cost of manufacture, (excluding sales, general and accounting (S, G&A).

MARKETING AND SALES

Demand grows annually for environmentally responsible and more fuel efficient recreational vehicles. Noise abatement laws are being implemented on both state and local levels in addition to federal restrictions on noise pollution. As a result, more federal and state land areas have limited access for current mainstream gasoline recreational vehicles. Our Blade and proposed iHybrid vehicles provide a demonstrable valid alternative solution. We believe our products will become more attractive to consumers as gasoline prices rise or land use issues become more restrictive.

We intend to market our iHybrid vehicles to the military and for homeland security and law enforcement applications, in addition to recreational markets. We believe a vehicle that offers terrestrial stealth along with extended range may make our iHybrid ATV well suited to these applications. The ability to drive up to 6 hours using quiet (less than 60 decibels)generator assisted power, and being able to choose between silent electric or generator assisted operating modes could provide tactical advantages as well as safety in certain applications where noise or remote power capabilities are of concern.

DISTRIBUTION

Previously, we have marketed our product directly to our customers using the internet as a primary sales tool. Currently no dealers carry our product. In order to fully penetrate the market we intend to establish a global network of distributors and dealers, with a six-month goal of 3 to 5 distributorships within the US and master distributorship for Europe. Each distributor will establish a network of retail dealers within his/her area. The master distributor for Europe will establish regional distributors who will then establish a retail dealer network.

PROMOTION

Information about the electric recreational vehicle industry is already available on the Internet and our products are represented on some of the sites addressing this new industry. Our presence is under the Electric Moto name as well as under the name “Denali Cycles”, (a previous dba of our President.) Our existing visibility in this emerging industry may help facilitate our goal to solicit new distributors and dealers.

Additional promotion will be implemented through national publications and newspaper stories as well as our participation in motocross, extreme sports and recreational industry trade shows. Upon completion of a commercial version of our iHybrid ATV for military and/or hunting, we will expand our promotion to those areas as well. We have an ongoing close relationship with “X Games” Gold medal winner Caleb Wyatt, who performed the world’s first 250cc motorcycle back flip stunt in free style competition. The X Games are a nationally televised competition on ESPN featuring such “extreme sports” as motocross. Caleb will be acting as our primary spokesperson to the extreme sports market. Caleb is excited about using our Blade in upcoming Moto-X events and exploiting its power and weight advantage to develop new stunts for exhibition. In addition to his endorsement, his use of the Blade at televised events such as “The X Games “ or similar events will bring an exciting and cost effective promotional benefit to the Company. We also intend to recruit other spokespersons to represent our product to Homeland Security markets and to hunters.

SALES STRATEGY

We will employ a strategy of regional distributors and local dealers to most effectively build a sales network for our recreational products. Our intent is to target existing recreational vehicle dealers and solicit them to add our products to their existing lines. We intend on presenting them with the concept that offering vehicles that utilize a different fuel source could attract new customers and would not necessarily compete directly with existing products in their inventory. We intend to also present to them the theory that, with our products, they may also find they have an opportunity to create new sales within their existing customer base. Regional distributors will be chosen based upon their current dealer network infrastructure, their ability to penetrate their market and their reputation for providing superior dealer support for high quality products. In house staff will be responsible for recruiting distributors. This process will include attending various dealer or consumer / dealer trade events in the U.S.A. and Europe.

COMPETITION

Although there are other electric cycle manufacturers, most focus on urban transportation and not off-road use. Accordingly, at this time, Electric Moto, with our Blade, has limited direct competition. Currently, we are aware of no companies offering serially produced (not custom) off-road cycles but have identified one company claiming to offer electric powered ATV’s. This company is called ZAP, located in Santa Rosa, California. As the industry grows, we expect that other companies, some of which are well funded, could enter the market. We believe, having established a ten year presence in the industry delivering quality products, we have created sufficient brand familiarity and reputation to remain competitive when that time comes. We expect more competition in the commuter market should it ever develop and will proceed in this market only when we feel we can be uniquely competitive technically, enough so as to capture a reasonable market share.

Initially, we will attempt to position ourselves competitively as a brand favored by enthusiasts and, as competition enters the market will attempt to compete with superior quality as compared to competing with lower prices. We doubt we will be able to compete in price with a larger company who has the ability to mass produce their products.

In the interim, we believe Electric Moto has a distinct advantage of brand acceptance and market exposure that could allow us to begin national distribution now and build our dealer network prior to the first serious competitor arriving on the scene.

CONSULTING AGREEMENTS

We have retained the consulting services of Noah Clark and Paul Giarmoleo in the areas of financial consulting, the identification and negotiation of mergers and acquisitions, and public relations. The contract has a duration of six months.

We have retained the consulting services of Jeff Knepp, son of our director David Knepp. Jeff Knepp provides us with help in marketing and general business consulting. We have retained his services on the basis of an oral agreement between himself and Ely Schless.

Brett Gober is a previous consultant of our company. He played an integral part in the design of our current product: The Blade. He was compensated in the form of common stock for services previously rendered. He is no longer under a consulting agreement with our company.

ADD LANGUAGE ON NATURAL VENTURES AGREEMENT

EMPLOYEES

As of June 29, 2005, we have 2 employees. We have never had a work stoppage, and no employees are represented under collective bargaining agreements. We consider our relations with our employees to be good.

Ely Schess is employed as our President, Secretary and principle operator. Krista Johnson is employed as office manager and secretary. She has agreed to take a deferred salary of $600/month, to be paid when we can make payment based on our cash flow. To date, her accrued salary is $6,600.

DESCRIPTION OF PROPERTY

We lease approximately 640 square feet (with an additional option of 300 square feet) of office space at 3165 East Main Street, Ashland, Oregon. Our rent is $400 per month. Our principal executive, Ely Schless owns the building with Krista Johnson.

Mr. Schless, our principal executive officer, also uses 300 square feet of office space at 1348 Prospect Street, Ashland, Oregon. He also owns this building with Krista Johnson and leases the space to us for no charge.

LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding. We are not aware of any contemplated proceeding by a governmental authority. Also, we do not believe that any director, officer, or affiliate, any owner of record or beneficially of more than five percent of the outstanding common stock, or security holder, is a party to any proceeding in which he or she is a party adverse to us or has a material interest adverse to us.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information about our executive officers and directors.

Name	Age	Position	Director Since

Ely Schless	50	Chairman, CEO, President, Principal Accounting Officer & Secretary	2004

Dennis L. Knepp	60	Treasurer, Principal Financial Officer and Director	2004

Set forth below is certain biographical information regarding our executive officers and directors:

ELY SCHLESS has been our President, Secretary and Chairman of the Board of Directors since April 2004. He recently became our principal accounting officer. From 2002 through 2004, Ely operated Ely Schless doing business as Electric Moto from 2002 through 2004. This business was based in Ashland, Oregon and was our predecessor business. Specifically, in March 2004, we purchased the assets of this business. Ely was responsible for planning, product design, marketing, verification and production of electric battery-powered cycles, in-house manufacturing of plastics and metal tooling, graphics, final assembly and shipping to the customer direct. From 2001 through 2002, he worked for The Electric Cycle Company based in Los Angeles, California. The Electric Cycle Company is the owner of Denali Cycles. He was the design and production director for the Viento Electric Commuter Cycle. He managed the vehicle design to comply with the Department of Transportation standards. From 1993 through 2001, he was a part owner of Denali Industries, Incorporated located in Ashland, Oregon. Denali manufactured electric cycles. He was responsible for the planning, product design, marketing, verification and production of electric-battery powered cycles. He was also responsible for in-house manufacturing of plastics and metal tooling, graphics, final assembly and shipping to the customer direct. He also provided authoring and hosting of web-based marketing materials, magazine art and promotional brochures. He is a member of the Screen Actors Guild/AFTRA; I.A.T.S.E. Local 44 Propmaker’s Union; has his FAA Certified Airframe and Powerplant Mechanic’s license; and his American Motorcyclist Association Expert Superbike License. In accordance with the definition of Section 405 of Regulation C of the Securities Act of 1933, Mr. Schless is considered a Promoter of the company.

DENNIS L.KNEPP has been our Treasurer and Director since 2004. From 1984 to the present, he has been employed by Mission Research Corporation based in Monterey, California. Mission Research Corporation is a research and development company providing its customers with technical expertise as well as direct, affordable access to the Nation’s top research scientists and engineers.

His present position is Division Leader, Communications and Radar Systems Sector. His responsibilities include marketing, corporate planning, project leadership, original research on EM propagation through random media, communication and radar systems performance under disturbed propagation conditions, and the mitigation of the effects of propagation disturbances on communications and radar systems.

Dr. Knepp is an IEEE Fellow (The Institute of Electrical and Electronics Engineers) and a member of URSI (International Union of Radio Science) Commissions B and G. In 1967, he received his Bachelor of Science in Electrical Engineering from Johns Hopkins University; in 1968, his Masters of Science in Electrical Engineering from the University of Pennsylvania and in 1971, his PH. D. in Electrical Engineering from the University of Pennsylvania

The promoters of the company were Gary Kihs, Joel R. Shine, Timothy Miles and J. Wilton Graves II.

EXECUTIVE COMPENSATION

Compensation of Executive Officers

Summary Compensation Table. The following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to the named executive officer for all services rendered in all capacities to our company, or any of its subsidiaries, for the years ended December 31, 2004 and 2003:

SUMMARY COMPENSATION TABLE

	Annual Compensation				Long-Term Compensation
Name and Principal Position	Year	Salary	Bonus	Other Annual Compensation	Restricted Stock Award(s)	Securities Underlying Options
Ely Schless (1)	2005	$3,160	-0-	-0-	-0-	-0-
President and Secretary	2004	$33,129	-0-	-0-	-0-	-0-
	2003	$0	-0-	-0-	-0-	-0-

Dennis L. Knepp (2)	2005	$0	-0-	-0-	-0-	-0-
	2004	$0	-0-	-0-	-0-	-0-

(1) Mr. Schless commenced work for us in April 2004. His salary is $4,000 per month. To date in 2005, he has been paid $4,000. He is owed $12,000 in accrued salary, which will be paid when we are able to do so.

(2) Mr. Knepp has not received any salary since becoming our Treasurer in April 2004.

Option Grants Table. The following table sets forth information concerning individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table during fiscal 2004.

OPTIONS GRANTS IN LAST FISCAL YEAR

(Individual Grants)

Name	Number of securities underlying options granted (#)	Percent of total options granted to employees in last fiscal year	Exercise or base Price ($/Share)	Expiration Date

Ely Schless	-0-	N/A	N/A	N/A
Dennis L. Knepp	-0-	N/A	N/A	N/A

Aggregated Option Exercises and Fiscal Year-End Option Value Table. The following table sets forth certain information regarding stock options exercised during fiscal 2004 and held as of December 31, 2004, by the executive officer named in the Summary Compensation Table.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

Name	Shares acquired on exercise (#)	Value realized ($)	Number of Securities Underlying Unexercised Options at Fiscal Year-End(#) Exercisable/ Unexercisable	Value of Unexercised In-the-Money Options at Fiscal Year- End($)(1) Exercisable/ Unexercisable

Ely Schless	-0-	N/A	-0-	-0-
Dennis L. Knepp	-0-	N/A	-0-	-0-

Employment Contracts

We have a two-year agreementwith Mr. Schless to act as our President, Chief Executive Officer and Treasurer on a full-time basis. The agreement commenced on April 1, 2004. His annual base salary is $48,000. The written agreement simply states the salary, position and term. We have attached this document as an exhibit to this registration statement.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Stock Option and Stock Issuance Plans

We do not have stock option or stock issuance plans.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information derived from the named person, or from the transfer agent, concerning the ownership of common stock as of March 29, 2005, of (i) each person who is known to us to be the beneficial owner of more than 5 percent of the common stock; (ii) all directors and executive officers; and (iii) directors and executive officers as a group:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percent of Class(1)

Ely Schless	20,000,000	60.97%
1348 Prospect Street		52.27%(4)
Ashland, Oregon 97520

Dennis L. Knepp	660,000	2.01%
2 White Tail Lane		1.73% (4)
Monterey, California 93940

Noah Clark (2)	2,000,000	6.10%
4225 New Forest Drive	2,550,000(5)	6.66%(4)
Plano, Texas 75093

Paul Giarmoleo (2)	2,000,000	6.10%
4225 New Forest Drive	2,550,000(5)	6.66%(4)
Plano, Texas 75093

Natural Ventures (3)	2,500,000	7.62%
Road Town	3,000,000(5)	7.84%(4)
Tortola, British Virgin Islands

Executive Officers and	20,660,000	62.99%
Directors as a Group		54.00%(4)
(2 Persons)

(1)	All of the persons are believed to have sole voting and investment power over the shares of common stock listed or share voting and investment power with his or her spouse, except as otherwise provided. Percentage is based on 32,800,000 shares outstanding as of June 29, 2005.
(2)	Messrs. Clark and Giralomeo have a consulting agreement with us. They each also own 550,000 options to purchase shares of our common stock. The shares underlying the options are being registered in this registration statement. The options were issued on January 17, 2005 and expire 24 months after such time. The exercise price is $.03 per share.
(3)	Natural Ventures has a consulting agreement with us. Harmodio Herredia has control of Natural Ventures. Natural Ventures also owns 500,000 options to purchase shares of our common stock. The shares underlying the options are being registered in this registration statement. The options were issued on October 24, 2004 and expire 18 months after such time. The exercise price is $.03 per share.
(4)	This percentage is based on 38,260,000 shares outstanding as of June 29, 2005 that consists of 5,460,000 options to purchase shares of our common stock and 32,800,000 shares of common stock issued and outstanding.
(5)	This amount includes options held by such party.

SELLING STOCKHOLDERS

The shares being offered for resale by the selling stockholders consist of the total of 11,960,000 shares of our common stock and 5,460,000 shares of our common stock issuable in connection with their conversion of our options.

The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of June 29, 2005 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders. Other than what has been disclosed in the footnotes to the following table, no selling stockholder has had a material position, office or relationship with our company within the last three years.

Except for Jeff Knepp, none of the selling stockholders are broker-dealers or affiliates of broker-dealers. Jeff Knepp is a registered NASD representative and a broker at Westminster Securities based in New York, New York.

Name of selling stockholder	Shares of common stock owned prior to the offering	Percent of common shares owned prior to the offering(1)	Shares of common stock to be sold in the offering (1)	Number of shares owned after the offering(1)	Percent of shares owned after offering(1)

Abbie Zands/35216 Yukon Inc. (2)	600,000	1.83%	1,800,000	0	0
Thomas and Joan Bass	10,000	*	10,000	0	0
Dale and Karen Benson	10,000	*	10,000	0	0
Kenneth Bornstein	600,000	1.83%	2,400,000(3)	0	0
Noah Clark	2,000,000	6.10%	2,550,000(4)	0	0
Dean Cummings	10,000	*	10,000	0	0
Lincoln and Moria Fong	10,000	*	10,000	0	0
Kazu Fujita	10,000	*	10,000	0	0
Thomas W. Geise	10,000	*	10,000	0	0
Paul Giarmoleo	2,000,000	6.10%	2,550,000(4)	0	0
Brett Gober	1,000,000	3.05%	1,000,000	0	0
Patrich Gundlach	10,000	*	10,000	0	0
Subrina Hamasaki	10,000	*	10,000	0	0
Robert and Susanna Ichikawa	10,000	*	10,000	0	0
Gary Kihs(11)	40,000	*	40,000	0	0
Jeff Knepp	1,150,000	3.51%	1,650,000(5)	0	0
Christopher Lachman	10,000	*	10,000	0	0
Mary Ann Lang	10,000	*	10,000	0	0
Marquis Investment Corporation (6)	300,000	*	300,000	0	0
Christopher Miles(11)	1,000,000	3.05%	1,000,000	0	0
Margot Miles	450,000	1.37%	450,000	0	0
Brian and Joanne Murphy	10,000	*	10,000	0	0
Jack and Una Nakamura	10,000	*	10,000	0	0
Natural Venture	2,500,000	7.62%	3,000,000(7)	0	0
John Polli, Jr	10,000	*	10,000	0	0
John, Sr. and Judith Polli	60,000	*	420,000(8)	0	0
James Potter	10,000	*	10,000	0	0
Fred N. Quadros	10,000	*	10,000	0	0
Kevin J. Robinson	10,000	*	10,000	0	0
Gary and Bonnie See	10,000	*	10,000	0	0

Curtis Spackman and Lorie Tatsugawa	10,000	*	10,000
Kevin Tatsugawa	10,000	*	10,000
Lorie Tatsugawa	10,000	*	10,000
Mits Tatsugawa Trust (9)	10,000	*	10,000
Raymond S. Uno	10,000	*	10,000
Robert Watson III	10,000	*	10,000
Johnny Wong Trust (10)	10,000	*	10,000
James Yanai	10,000	*	10,000

* - Less than 1%

(1) The percentage of shares owned prior to the offering is based on 32,800,000 shares issued and outstanding as of March 29, 2005. The number of shares owned after the offering is based on 32,800,000 plus 5,460,000 shares of our common stock issuable in connection with the conversion of our options or an aggregate of 38,260,000 shares of our common stock.

(2) Abbie Zands has control over and makes investment decisions for, 35216 Yukon Inc. The 1,800,000 shares being registered represents 200,000 shares issued to 35216 Yukon, Inc., 400,000 shares issued to Abbie Zands and 1,200,000 options convertible into shares of our common stock issued to Abbie Zands.

(3) Kenneth Bornstein also owns 1,800,000 options to purchase shares of our common stock. The shares of common stock underlying the options are being registered herein.

(4) Noah Clark and Paul Giarmoleo each also own 550,000 options to purchase shares of our common stock. The shares of common stock underlying the options are being registered herein. Messrs. Clark and Giarmoleo were retained by the company in a contractual manner to offer financial and business planning consultation services.

(5) Jeff Knepp also owns 500,000 options to purchase shares of our common stock. The shares of common stock underlying the options are being registered herein. We have retained Jeff’s services through a consulting agreement. Jeff Knepp is also a registered NASD representative and a broker at Westminster Securities based in New York, New York.

(6) Laura Mouck has control over, and makes investment decisions for, Marquis Investment Corporation.

(7) Harmodio Herredia is a representative of, and makes investment decisions for, Natural Venture. Natural Venture also owns 500,000 options to purchase shares of our common stock. The shares of common stock underlying the options are being registered herein.

(8) John Sr. and Judith Polli also own 360,000 options to purchase shares of our common stock. The shares of common stock underlying the options are being registered herein.

(9) Mitsuo Tatsugawa and Elizabeth Tatsugawa have control over and make investment decisions for, the Mits Tatsugawa Trust.

(10) Johnny Wong and Barbara Wong have control over and make investment decisions for, the Johnny Wong Trust.

(11) Timothy Miles was previously our President. Gary Kihs was previously our director.

PLAN OF DISTRIBUTION

All of the stock owned by the selling security holders will be registered by the registration statement of which this prospectus is a part. The selling security holders may sell some or all of their shares immediately after they are registered.

The selling security holders’ shares may be sold or distributed from time to time by the selling stockholders or by pledgees, donees or transferees of, or successors in interest to, the selling stockholders, directly to one or more purchasers (including pledgees) or through brokers, dealers or underwriters who may act solely as agents or may acquire shares as principals, at the registered price of $.03 if no market for the securities exists at the time of sale and until our shares of common stock are quoted on the OTC Bulletin Board. Thereafter, the selling security holders may sell at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

* ordinary brokers transactions, which may include long or short sales,

* transactions involving cross or block trades on any securities or market where our common stock is trading,

* purchases by brokers, dealers or underwriters as principal and resale by such purchasers for their own accounts pursuant to this prospectus, “at the market” to or through market makers or into an existing market for the common stock,

* in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents,

* through transactions in options, swaps or other derivatives (whether exchange listed or otherwise), or

* any combination of the foregoing

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.

Brokers, dealers, underwriters or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). The selling stockholders and any broker-dealers acting in connection with the sale of the shares hereunder may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act of 1933, and any commissions received by them and any profit realized by them on the resale of shares as principals may be deemed underwriting compensation under the Securities Act of 1933. Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares.

If necessary due to a transfer of shares from the persons listed in this registration statement as selling shareholders to a third party, we will file a supplement to this prospectus pursuant to Rule 424(b) of Regulation C.

We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $50,000.

We have informed the selling stockholders that certain anti-manipulative rules contained in Regulation M under the Securities Exchange Act of 1934 may apply to their sales in the market and have furnished the selling stockholders with a copy of such rules and have informed them of the need for delivery of copies of this prospectus. The selling stockholders may also use Rule 144 under the Securities Act of 1933 to sell the shares if they meet the criteria and conform to the requirements of such rule.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Jeff Knepp, the son of Dennis Knepp, our director, is a consultant to us and has been issued 500,000 options to purchase shares of our common stock at $.50 per share. Jeff Knepp is also a registered NASD representative and a broker at Westminster Securities of New York, New York. Jeff Knepp provides us with help in marketing and general business consulting. We have retained his services on the basis of an oral agreement between himself and Ely Schless.

The terms of all of the transactions entered into with Mr. Schless and the other related parties are the same as we would have negotiated with an outside party.

DESCRIPTION OF SECURITIES

The following is a summary description of our capital stock and certain provisions of our certificate of incorporation and by-laws, copies of which have been incorporated by reference as exhibits to the registration statement of which this prospectus forms a part. The following discussion is qualified in its entirety by reference to such exhibits.

Common Stock

We are presently authorized to issue 50,000,000 shares of $.001 par value common stock. At June 30, 2005, we had 32,800,000 shares of common stock outstanding. The holders of our common stock are entitled to equal dividends and distributions when, as, and if declared by the Board of Directors from funds legally available therefore. No holder of any shares of common stock has a preemptive right to subscribe for any of our securities, nor are any common shares subject to redemption or convertible into other of our securities, except for outstanding options described above. Upon liquidation, dissolution or winding up, and after payment of creditors and preferred stockholders, if any, the assets will be divided pro-rata on a share-for-share basis among the holders of the shares of common stock. All shares of common stock now outstanding referenced in this registration statement are fully paid, validly issued and non-assessable. Each share of common stock is entitled to one vote with respect to the election of any director or any other matter upon which shareholders are required or permitted to vote. Holders of our common stock do not have cumulative voting rights, so the holders of more than 50% of the combined shares voting for the election of directors may elect all of the directors if they choose to do so, and, in that event, the holders of the remaining shares will not be able to elect any members to the Board of Directors.

Preferred Stock

We are not authorized to issue preferred stock.

Options

We have 7,560,000 options outstanding. 1,600,000 are exercisable at $.50 per share, 1,820,000 are exercisable at $.25 per share, 1,820,000 are exercisable at $.25 per share, 2,320,000 are exercisable at $.05 per share.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

During the two most recent fiscal years and interim period subsequent to December 31, 2004, there have been no disagreements with Stark, Winter, Schenkein & Co., LLP, our independent auditor, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

TRANSFER AGENT

Our transfer agent is Interwest Transfer Company, Inc. They are located at 1981 East Murray Holladay Road, Suite 100, Salt Lake City, Utah 84117. Their telephone number is (801) 272-9294.

EXPERTS

The financial statements included in this prospectus have been audited by Stark, Winter, Schenkein & Co., LLP, independent auditors, as stated in their report appearing herein and elsewhere in the registration statement (which report expresses an unqualified opinion and includes an explanatory paragraph referring to our recurring losses from operations which raise substantial doubt about our ability to continue as a going concern), and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

LEGAL MATTERS

The validity of our common shares offered will be passed upon for us by Anslow & Jaclin, LLP, Manalapan, New Jersey 07726.

FINANCIAL STATEMENTS

Electric Moto Corporation
Consolidated Balance Sheet
March 31, 2005
(Unaudited)

ASSETS

Current assets:
Cash	$	4,872
Accounts receivable		9,975
Inventories		11,574
Total current assets	$	26,421


LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

Current liabilities:
Accounts payable and accrued expenses	$	22,318
Due to shareholder		1,920
Total current liabilities		24,238

Stockholders’ (deficit):
Common stock, $001 par value
50,000,000 shares authorized,
32,620,000 shares issued and outstanding		32,620
Additional paid-in capital		550,761
Deferred compensation		(100,000)
Accumulated (deficit)		(481,198)
		2,183
	$	26,421



See accompanying notes to the financial statements.

Electric Moto Corporation
Consolidated Statements of Operations
Three Months Ended March 31, 2005 and 2004
(Unaudited)

		2005		2004

Sales	$	19,950	$	15,291
Cost of sales		12,449		9,193
Gross margin		7,501		6,098

Other costs and expenses:
Non-cash stock compensation -
selling, general and administrative		100,000		-
Selling, general and administrative		41,990		19,544
		141,990		19,544

Net (loss)	$	(134,489)	$	(13,446)

Per share information:
Basic and diluted (loss)
per common share	$	(0.00)	$	(0.00)

Weighted average shares outstanding - basic and diluted		31,242,222		20,000,000



See accompanying notes to the financial statements.

Electric Moto Corporation
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2005 and 2004
(Unaudited)

		2005		2004

Cash flows from operating activities:
Net cash (used in)
operating activities	$	(23,033)	$	(754)

Cash flows from investing activities:
Net cash provided by (used in)
investing activities		-		-

Cash flows from financing activities:
Loans from related parties		1,920		-
Repayment of related party loans		-		(2,941)
Net cash provided by (used in)
financing activities		1,920		(2,941)

(Decrease) in cash and cash equivalents		(21,113)		(3,695)
Cash and cash equivalents,
beginning of period		25,985		3,695
Cash and cash equivalents,
end of period	$	4,872	$	-




See accompanying notes to the financial statements.

ELECTRIC MOTO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2005

(UNAUDITED)

(1)

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and Item 310(b) of Regulation SB. They do not include all of the information and footnotes for complete financial statements as required by GAAP. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the Company’s financial statements as of December 31, 2004, and for the two years then ended, including notes thereto.

(2)

Earnings Per Share

The Company calculates net income (loss) per share as required by SFAS 128, “Earnings per Share.” Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation.

(3)

Stockholders’ Equity

During January 2005 the Company entered into a consulting agreement for a six month period. The Company agreed to compensate the consultants with 4,000,000 shares of common stock and 1,100,000 options to purchase shares of common stock at an exercise price of $.50 per share for a period of 2 years. The Company further agreed to register the shares and options pursuant to a Form SB-2 registration statement. The shares were issued during January 2005 at a fair value of $.05 per share based on cash sales of stock during the fourth quarter of 2004 made at that price. As the term of the contract is for six months, one-half of the fair value of the stock ($100,000) was charged to operations during the quarter. The remainder will be charged to operations during the quarter ended June 30, 2005, and has been accounted for as deferred compensation as of March 31, 2005.

SFAS 123 requires the Company to provide pro forma information regarding net income and earnings per share as if compensation cost for the Company’s stock option plans had been determined in accordance with the fair value based method prescribed in SFAS 123. The fair value of the option grants is estimated on the date of grant utilizing the Black-Scholes option pricing model with the following weighted average assumptions for grants during the period ended March 31, 2005: expected life of options of 2 years, expected volatility of 0%, risk-free interest rate of 3% and no dividend yield. The weighted average fair value at the date of grant for options granted during the period ended March 31, 2005, approximated $0.00 per option. These results may not be representative of those to be expected in future years.

Under the provisions of SFAS 123, the Company’s net income (loss) and earnings (loss) per share would not have changed materially:

A summary of stock option activity is as follows:

Weighted

Number

average

exercise

fair

price

value

Balance at

December 31, 2004

6,460,000

$.16

Granted

1,100,000

$.50

Exercised/Forfeited

Balance at

March 31, 2005

7,560,000

$.21

The following table summarizes information about fixed-price stock options at March 31, 2005:

			Outstanding
	Weighted		Weighted		Weighted-
	Average		Average		Average
Exercise		Number	Contractual		Exercise
Prices	Outstanding			Life		Price

$.05	2,320,000	1.2 years	$.05
$.10	1,820,000	1.2 years	$.10
$.25	1,820,000	1.2 years	$.25
$.50	1,600,000	1.7 years	$.50
	7,560,000

All options are vested and exercisable.

(4)

Related Party Transactions

During the three months ended March 31, 2005 a shareholder of the Company provided working capital aggregating $1,920. The advance has no definitive repayment date or interest rate.

(5)

Going Concern

The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced significant losses from operations. For the three months ended March 31, 2005, the Company incurred a net loss of $134,489. In addition, the Company has an accumulated deficit of $481,198 at March 31, 2005.

The Company’s ability to continue as a going concern is contingent upon its ability to expand its revenue base and secure additional financing. The Company is pursuing financing for its operations and seeking to expand its operations. Failure to secure such financing or expand its operations may result in the Company not being able to continue as a going concern.

(6)

Subsequent Events

Subsequent to March 31, 2005, the Company issued 180,000 shares of common stock subscribed for in a private placement during November 2004.

REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

Electric Moto Corporation

We have audited the accompanying balance sheet of Electric Moto Corporation as of December 31, 2004, and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2004 and 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the auditing 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 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 Electric Moto Corporation as of December 31, 2004, and results of its operations and its cash flows for the years ended December 31, 2004 and 2003, 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 5 to the financial statements, the Company has suffered a loss from operations does not have sufficient working capital to fund its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also discussed in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Stark Winter Schenkein & Co., LLP

Denver, Colorado

February 14, 2005


Electric Moto Corporation
Balance Sheet
December 31, 2004

ASSETS

Current assets:
Cash	$	25,985
Inventories		11,574
Total current assets	$	37,559


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	1,065
Total current liabilities		1,065

Stockholders’ equity:
Common stock, $.001 par value
50,000,000 shares authorized,
28,620,000 shares issued and outstanding		28,620
Additional paid-in capital		354,762
Accumulated (deficit)		(346,888)
		36,494
	$	37,559



See accompanying notes to financial statements.

Electric Moto Corporation
Statements of Operations
Years Ended December 31, 2004 and 2003


		2004		2003

Sales	$	68,225	$		65,454
Cost of sales		46,228			58,721
Gross margin		21,997			6,733

Other costs and expenses:
Non cash stock compensation -
selling, general and administrative		285,360			-
Selling, general and administrative		105,642			44,022
		391,002			44,022

Net (loss)	$	(369,005)	$		(37,289)

Per share information:
Basic and diluted (loss)
per common share	$	(0.01)	$		(0.00)

Weighted average shares outstanding		27,208,740			20,000,000



See accompanying notes to financial statements.

Electric Moto Corporation
Statement of Changes in Stockholders’ Equity
For the Years Ended December 31, 2003 and 2004


					Additional
	Common		Stock		Paid-in		Owners		Accumulated
ACTIVITY	Shares		Amount		Capital		Capital		(Deficit)		Total

Capital contribution at inception	20,000,000	$	5,000	$	-	$	-	$	-	$	5,000
Capital contribution of services	-		-		24,000		-		-		24,000
Reclassification of paid in capital	-		15,000		(15,000)		-		-		-
Net (loss) for the year ended
December 31, 2003	-		-		-		-		(37,289)		(37,289)
Balance December 31, 2003	20,000,000		20,000		9,000		-		(37,289)		(8,289)

Reclassification of deficit of proprietorship	-		-		(59,406)		-		59,406		-
Shares issued for net assets of
Dorado Capital Ventures, Inc.	5,150,000		5,150		79,808		-		-		84,958
Shares issued for cash	1,210,000		1,210		42,260		-		-		43,470
Shares issued for services	2,260,000		2,260		283,100		-		-		285,360
Net (loss) for the year ended
December 31, 2004	-		-		-		-		(369,005)		(369,005)
Balance December 31, 2004	28,620,000	$	28,620	$	354,762	$	-	$	(346,888)	$	36,494



See accompanying notes to financial statements.

Electric Moto Corporation
Statements of Cash Flows
Years Ended December 31, 2004 and 2003

		2004		2003

Net (loss)	$	(369,005)	$	(37,289)
Adjustments to reconcile net (loss) to net
cash provided (used in) by operating activities:
Contribution of services by owner				24,000
Stock issued for services		285,360		-
Changes in assets and liabilities:
(Increase) decrease in:
Inventory		(10,202)		(1,372)
Accounts payable and accrued expenses		(5,150)		6,215
Total adjustments		270,008		28,843
Net cash (used in)
operating activities		(98,997)		(8,446)

Cash flows from investing activities:
Net cash provided by
investing activities		-		-

Cash flows from financing activities:
Owner’s capital contribution		-		5,000
Common stock sold for cash		128,428		-
Loans from related parties		-		7,142
Repayment of loans from related parties		(7,142)		-
Net cash provided by
financing activities		121,286		12,142

Increase in cash		22,289		3,696
Cash and cash equivalents,
beginning of year		3,696		-
Cash and cash equivalents,
end of year	$	25,985	$	3,696




See accompanying notes to financial statements.

Electric Moto Corporation

Notes to Financial Statements

December 31, 2004

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on March 7, 2000 in the State of Nevada under the name Dorado Capital Ventures, Inc. (Dorado). The Company was classified as a blank check company until April 8, 2004 at which date it completed an asset purchase agreement with a sole proprietorship doing business as Electric Moto. The Company changed its name to Electric Moto Corporation contemporaneous with the merger. The Company is engaged the business of design, manufacture and sale of electric motor powered off-road motorbikes. The accompanying financial statements include the accounts of Electric Moto Corporation/Electric Moto for the years ended December 31, 2004 and 2003. Dorado had no significant operations prior to the merger date (see Note 2.).

Revenue Recognition

In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The following policies reflect specific criteria for the various revenues streams of the Company:

Revenue is recognized at the time the product is delivered and title passes. Provision for sales returns will be estimated based on the Company’s historical return experience. Revenue is presented net of returns.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining collectability, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.

Inventories

Inventories at December 31, 2004, consist of purchased components and miscellaneous parts required to assemble the Company’s product. The motorbikes are assembled when an order is received. Inventory is carried at the lower of cost or market on a first-in first-out basis.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2004. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their

Electric Moto Corporation

Notes to Financial Statements

December 31, 2004

carrying amounts approximate fair values.

Net Income (Loss) Per Common Share

The Company calculates net income (loss) per share as required by Statement of Financial Accounting Standards (SFAS) 128, “Earnings per Share.” Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses common stock equivalents, if any, are not considered, as their effect would be anti dilutive.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Segment Information

The Company follows SFAS 131, “Disclosures about Segments of an Enterprise and Related Information.” Certain information is disclosed, per SFAS 131, based on the way management organizes financial information for making operating decisions and assessing performance. The Company currently operates in a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Income Taxes

The Company follows SFAS 109 “Accounting for Income Taxes” for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services based on the fair value of the equity instruments issued and accounts for equity instruments issued to other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable.

Electric Moto Corporation

Notes to Financial Statements

December 31, 2004

The Company accounts for stock based compensation in accordance with SFAS 123, “Accounting for Stock-Based Compensation.” The provisions of SFAS 123 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in APB Opinion 25, “Accounting for Stock Issued to Employees” (APB 25) but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed. The Company has elected to continue to apply APB 25 in accounting for its stock option incentive plans.

Impairment of Long-Lived Assets

The Company accounts for long-lived assets and goodwill in accordance with the provisions of SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” and SFAS 142, “Goodwill and Other Intangible Assets” SFAS 144 requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. SFAS 142 requires annual tests for impairment of goodwill and intangible assets that have indefinite useful lives and interim tests when an event has occurred that more likely than not has reduced the fair value of such assets.

Advertising

Advertising expenses are charged to expense upon first showing. Amounts charged to expense were $2,311 and $1,053 for the years ended December 31, 2004 and 2003.

Recent Pronouncements

In November 2004, the FASB issued SFAS 151, “Inventory Costs.” SFAS 151 amends the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) under the guidance in ARB 43, Chapter 4, “Inventory Pricing.” Paragraph 5 of ARB 43, Chapter 4, previously stated that “...under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges....” This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not expect adoption of SFAS 152 to have a material impact on the Company’s financial statements.

In December 2004, the FASB issued SFAS 152, “Accounting for Real Estate Time-Sharing Transactions.” The FASB issued this Statement as a result of the guidance provided in AICPA Statement of Position (SOP) 04-2, “Accounting for Real Estate Time-Sharing Transactions.” SOP 04-2 applies to all real estate time-sharing transactions. Among other items, the SOP provides guidance on the recording of credit losses and the treatment of selling costs, but does not change the revenue recognition guidance in SFAS 66, “Accounting for Sales of Real Estate,” for real estate time-sharing transactions. SFAS 152 amends Statement 66 to reference the guidance provided in

Electric Moto Corporation

Notes to Financial Statements

December 31, 2004

SOP 04-2. SFAS 152 also amends SFAS 67, “Accounting for Costs and Initial Rental Operations of Real Estate Projects”, to state that SOP 04-2 provides the relevant guidance on accounting for incidental operations and costs related to the sale of real estate time-sharing transactions. SFAS 152 is effective for years beginning after June 15, 2005, with restatements of previously issued financial statements prohibited. Management does not expect adoption of SFAS 151 to have a material impact on the Company’s financial statements.

In December 2004, the FASB issued SFAS 153, “Exchanges of Nonmonetary Assets,” an amendment to Opinion No. 29, “Accounting for Nonmonetary Transactions.” Statement 153 eliminates certain differences in the guidance in Opinion No. 29 as compared to the guidance contained in standards issued by the International Accounting Standards Board. The amendment to Opinion No. 29 eliminates the fair value exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. Such an exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring in periods beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges occurring in periods beginning after December 16, 2004. Management does not expect adoption of SFAS 153 to have a material impact on the Company’s financial statements.

In December 2004, the FASB issued SFAS 123(R), “Share-Based Payment.” SFAS 123(R) amends SFAS 123, “Accounting for Stock-Based Compensation,” and APB Opinion 25, “Accounting for Stock Issued to Employees.” SFAS 123(R) requires that the cost of share-based payment transactions (including those with employees and non-employees) be recognized in the financial statements. SFAS 123(R) applies to all share-based payment transactions in which an entity acquires goods or services by issuing (or offering to issue) its shares, share options, or other equity instruments (except for those held by an ESOP) or by incurring liabilities (1) in amounts based (even in part) on the price of the entity’s shares or other equity instruments, or (2) that require (or may require) settlement by the issuance of an entity’s shares or other equity instruments. This statement is effective (1) for public companies qualifying as SEC small business issuers, as of the first interim period or fiscal year beginning after December 15, 2005, or (2) for all other public companies, as of the first interim period or fiscal year beginning after June 15, 2005, or (3) for all nonpublic entities, as of the first fiscal year beginning after December 15, 2005. Management is currently assessing the effect of SFAS No. 123(R) on the Company’s financial statements.

Note 2. Merger Agreement

Effective April 8, 2004 the Company (Dorado) entered into an asset purchase agreement with Ely Schless dba Electric Moto, a sole proprietorship whereby Dorado purchased the assets and assumed the liabilities of Electric Moto in exchange for 20,000,000 shares of Dorado. Subsequent to the issuance of these common shares the proprietor of Electric Moto owns approximately 80% of the issued and outstanding shares of the Dorado. The transaction was accounted for as a recapitalization of the Dorado and the issuance of common shares of Electric Moto Corporation for the net assets of Dorado of $84,958. Therefore, Dorado’s historical accumulated deficit from inception to April 8, 2004, in the amount of $2,157,540, was eliminated against its additional paid-in capital, and the financial statements presented prospectively will be those of Electric Moto Corporation\Electric Moto adjusted for the shares issued pursuant to the recapitalization which consisted of 5,150,000 common shares. No goodwill or other intangible asset was recorded as a result of the transaction. Prior to the recapitalization, Dorado had 16,010,000 common shares outstanding, of which 10,860,000 shares held by directors of Dorado were returned to the Company and retired.

Electric Moto Corporation

Notes to Financial Statements

December 31, 2004

Under generally accepted accounting principles for reverse acquisition transactions, the shares outstanding of the “blank check” company are considered to be newly issued shares by the ongoing enterprise, having a value based upon the net assets transferred. The shares issuable pursuant to the asset purchase agreement are considered to be the existing capital of the surviving company at the agreement date.

Dorado had no significant business activities prior to the acquisition date. Following the recapitalization, the business conducted by the Company is the business conducted by Electric Moto prior to the recapitalization.

Note 3. STOCKHOLDERS’ EQUITY

At the inception of the sole proprietorship, the owner contributed $5,000 to capitalize the business. During the year ended December 31, 2003, the owner contributed services to the business having a fair value of $24,000.

During November 2004, the Company sold an aggregate of 1,210,000 shares of its common stock to unrelated investors for cash at between $.03 and $.05 per share and received gross proceeds from the sale amounting to $43,470. In conjunction with the offering the Company issued an aggregate of 2,320,000 options exercisable at $.05 per share for a period of 18 months from the issue date of the shares, 1,820,000 options exercisable at $.15 per share for a period of 18 months from the issue date of the shares and 1,820,000 options exercisable at $.25 per share for a period of 18 months from the issue date of the shares.

During 2004 the Company issued 2,260,000 shares of common stock to affiliates for services valued at $285,360, which approximates the fair market value of the common shares issued based upon the price paid previously by cash investors.

During October 2004 the Company issued options to purchase 500,000 shares of common stock at $.05 per share for a period of 2 years to an entity. Compensation costs charged to operations aggregated $0 for the year ended December 31, 2004.

SFAS 123 requires the Company to provide pro forma information regarding net income and earnings per share as if compensation cost for the Company’s stock option plans had been determined in accordance with the fair value based method prescribed in SFAS 123. The fair value of the option grants is estimated on the date of grant utilizing the Black-Scholes option pricing model with the following weighted average assumptions for grants during the year ended December 31, 2004: expected life of options of 2 years, expected volatility of 0%, risk-free interest rate of 3% and no dividend yield. The weighted average fair value at the date of grant for options granted during the year ended December 31, 2004, approximated $0.00 per option. These results may not be representative of those to be expected in future years.

Under the provisions of SFAS 123, the Company’s net income (loss) and earnings (loss) per share would not have changed materially:

Electric Moto Corporation

Notes to Financial Statements

December 31, 2004

A summary of stock option activity is as follows:

	Number of shares	Weighted average exercise price	Weighted average fair value
Balance at
December 31, 2002	-
Granted	-
Exercised/Forfeited	-
Balance at
December 31, 2003		-
Granted	6,460,000	$.16	$.16
Exercised/Forfeited	-
Balance at
December 31, 2004	6,460,000	$.16	$.16

The following table summarizes information about fixed-price stock options at December 31, 2004:

			Outstanding
	Weighted		Weighted		Weighted-
	Average		Average		Average
Exercise		Number	Contractual		Exercise
Prices	Outstanding			Life		Price

$.05	2,320,000		1.5 years	$.05
$.10	1,820,000		1.5 years	$.10
$.25	1,820,000		1.5 years	$.25
$.50		500,000	1.8 years	$.50
	6,460,000

All options are vested and exercisable.

The Company has agreed to file a Form SB-2 Registration statement covering all outstanding shares and options as of the date of these financial statements excluding shares held by officers or directors.

Note 4. INCOME TAXES

The Company accounts for income taxes under SFAS 109, “Accounting for Income Taxes”, which requires use of the liability method. SFAS 109 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

Electric Moto Corporation

Notes to Financial Statements

December 31, 2004

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:

Income tax provision at
the federal statutory rate	34	%
Effect of operating losses	(34)	%
	-

Prior to April 8, 2004, the operations of the Company were included in the personal tax return of the owner. Accumulated losses from the operation through that date amounted to $59,406 and have been reclassified as a reduction of the accumulated deficit and additional paid-in capital.

As of December 31, 2004, the Company has a net operating loss carryforward of approximately $62,000. This loss will be available to offset future taxable income. If not used, this carryforward will expire in 2024. The deferred tax asset relating to the operating loss carryforward has been fully reserved at December 31, 2004 and the valuation allowance increased by approximately $11,000 during the year ended December 31, 2004. The principal difference between the Company’s book operating losses and income tax operating losses results from charges to income related to the issuance of common stock for services during 2004 of $285,360.

Note 4. BASIS OF REPORTING

The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced a losses from operations during the years ended December 31, 2004 and 2003 amounting to $369,005 and $37,289.

The Company’s ability to continue as a going concern is contingent upon its ability to attain profitable operations by securing financing and implementing its business plan. In addition, the Company’s ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company operates.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note 6. COMMITMENTS

The Company has entered into a two year employment agreement with its president at an annual salary of $48,000 commencing in April 2004.

The Company rents its office facilities from a related party on a month to month basis at a monthly rental of $400.

Electric Moto Corporation

Notes to Financial Statements

December 31, 2004

Note 7. SUBSEQUENT EVENT

ELECTRIC MOTO CORPORATION

11,960,000 Selling Security Holder Shares of Common Stock

5,460,000 Shares of Common Stock Issuable in Connection With Conversion of Options

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

Our Certificate of Incorporation and By-laws provide that we shall indemnify to the fullest extent permitted by Nevada law any person whom we may indemnify thereunder, including our directors, officers, employees and agents. Such indemnification (other than as ordered by a court) shall be made by us only upon a determination that indemnification is proper in the circumstances because the individual met the applicable standard of conduct i.e., such person acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest. Advances for such indemnification may be made pending such determination. Such determination shall be made by a majority vote of a quorum consisting of disinterested directors, or by independent legal counsel or by the stockholders. In addition, our Certificate of Incorporation provides for the elimination, to the extent permitted by Nevada, of personal liability of our directors and our stockholders for monetary damages for breach of fiduciary duty as directors.

We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant; none shall be borne by any selling stockholders.

SEC registration fee	$51.50
Legal fees and expenses (1)	$25,000.00
Accounting fees and expenses (1)	$20,000.00
Miscellaneous and Printing fees(1)	$ 4,948.50

Total (1)	$50,000.00

(1) Estimated.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

On April 1, 2004, we issued 1,000,000 shares of our restricted common stock to Natural Ventures for cash consideration of $50,000. The issuance was valued at $.05 per share or $50,000. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Natural Ventures was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Natural Ventures had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On April 1, 2004, we issued 400,000 shares of our restricted common stock to Abbie Zands for cash consideration of $20,000. The issuance was valued at $.05 per share or $20,000. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Abbie Zands was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Abbie Zands had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On April 1, 2004, we issued 300,000 shares of our restricted common stock to Kenneth Bornstein for cash consideration of $15,000. The issuance was valued at $.05 per share or $15,000. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Kenneth Bornstein was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Kenneth Bornstein had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On April 8, 2004, we issued 20,000,000 shares of our restricted common stock to Ely Schless pursuant to an asset purchase agreement with us. The issuance was valued at $.001 per share or $29,000. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Ely Schless was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Ely Schless had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On May 29, 2004, we issued 1,000,000 shares of our restricted common stock to Brett Gober for consulting services rendered in the design of our product, “The Blade”. The issuance was valued at $.15 per share or $150,000. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Brett Gober was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Brett Gober had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On May 29, 2004, we issued 600,000 shares of our restricted common stock to Jeff Knepp for consulting services rendered to us for marketing and general business consulting. The issuance was valued at $.15 per share or $90,000. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Jeff Knepp was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Jeff Knepp had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction. Jeff Knepp is also a registered NASD representative and a broker at Westminster Securities of New York, New York.

On May 29, 2004, we issued 300,000 shares of our restricted common stock to Dennis Knepp for consulting services rendered. The issuance was valued at $.15 per share or $45,000. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Dennis Knepp was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Dennis Knepp had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On May 29, 2004, we issued 350,000 shares of our restricted common stock to Margot Miles in order to correct a shortfall in a previous issue to Ms. Miles. The prior issue was given as compensation for Ms. Miles' service as a former director of our company. The issuance was valued at $.001 per share or $350, the same value attributed to the shares given in the prior issue. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Margot Miles was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition Margot Miles had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On May 29, 2004, we issued 10,000 shares of our restricted common stock to Christopher Miles' in order to correct a shortfall in a previous issue to Mr. Miles. The prior issue was given as compensation for Mr. Miles service as a former director of our company. The issuance was valued at $.001 per share or $10. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Christopher Miles was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Christopher Miles had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On November 2, 2004, we issued 350,000 shares of our restricted common stock to Dennis Knepp for cash consideration of $10,500. The issuance was valued at $.03 per share or $10,500. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Dennis Knepp was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Dennis Knepp had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On November 2, 2004, we issued 300,000 shares of our restricted common stock to Marquis Investment Corporation for cash consideration of $12,000. The issuance was valued at $.03 per share or $12,000. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Marquis Investment Corporation was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Marquis Investment Corporation had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction. Based on the $.03 offering price, we owe Marquis Investment Corporation an additional 200,000 shares of our restricted common stock. The shares shall be issued after the initial filing of this registration statement.

On November 5, 2004, we issued 60,000 shares of our restricted common stock to John, Sr. and Judith Polli for cash consideration of $3,000. The issuance was valued at $.03 per share or $2,000. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. John, Sr. and Judith Polli were sophisticated investors and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, John, Sr. and Judith Polli had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction. Based on the $.03 offering price, we owe the Pollis an additional 40,000 shares of our restricted common stock. The shares shall be issued after the initial filing of this registration statement.

On November 6, 2004, we issued 200,000 shares of our restricted common stock to 35216 Yukon Inc. for cash consideration of $6,000. The issuance was valued at $.03 per share or $6,000. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. 35216 Yukon Inc. was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, 35216 Yukon Inc. had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On November 16, 2004, we issued 300,000 shares of our restricted common stock to Kenneth Bornstein for cash consideration of $9,000. The issuance was valued at $.03 per share or $9,000. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Kenneth Bornstein was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Kenneth Bornstein had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On January 18, 2005, we issued 2,000,000 shares of our restricted common stock to Noah Clark for consulting services rendered to us in the areas of financial consulting, the identification and negotiation of mergers and acquisitions and public relations. The issuance was valued at $.03 per share or $60,000. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Noah Clark was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Noah Clark had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On January 18, 2005, we issued 2,000,000 shares of our restricted common stock to Paul Giarmoleo for consulting services rendered to us in the areas of financial consulting, the identification and negotiation of mergers and acquisitions and public relations. The issuance was valued at $.03 per share or $60,000. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Paul Giarmoleo was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Paul Giarmoleo had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On April 5, 2005, we issued 150,000 shares of our restricted common stock to Marquis Investment Corporation for cash consideration of $4,500. The issuance was valued at $.03 per share or $4,500. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Marquis Investment Corporation was a sophisticated investor and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Marquis Investment Corporation had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

On April 5, 2005, we issued 30,000 shares of our restricted common stock to John, Sr. and Judith Polli for cash consideration of $900. The issuance was valued at $.03 per share or $900. Our shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. No commissions were paid for the issuance of such shares. All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. John, Sr. and Judith Polli were sophisticated investors and had access to information normally provided in a prospectus regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, John, Sr. and Judith Polli had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during this issuance. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transaction.

All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Each of these shareholders was a sophisticated investor and had access to information regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. No general advertising or public solicitation occurred during these issuances. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transactions.

ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

The following exhibits are filed as part of this registration statement:

EXHIBIT	DESCRIPTION

3.1	Certificateof Incorporation and amendments (1)
3.2	By-Laws (1)
5.1	Opinion and Consent of Anslow & Jaclin, LLP
10.1	Asset Purchase Agreement with Ely Schless dated March 27, 2004 (1)
10.2	Consulting Agreement with Noah Clark and Paul Giarmoleo (1)
10.3	Employment Agreement for Ely Schless (1)
10.4	Natural Ventures Consulting Agreement
21.1	Subsidiaries
23.1	Consent of Stark, Winter, Schenkein & Co., LLP independent auditors
24.1	Power of Attorney (included on signature page of Registration Statement)

(1) Filed with original SB-2 Registration Statement on April 12, 2005 (SEC File Number 333-124012.

ITEM 28. UNDERTAKINGS.

(A) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(B) Undertaking Required by Regulation S-B, Item 512(e).

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel that the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, State of Oregon, on the 6^th day of July, 2005.

ELECTRIC MOTO CORPORATION

By:	/s/ Ely Schless
	ELY SCHLESS Chairman of the Board of Directors, Chief Executive Officer President, Principal Accounting Officer and Secretary

POWER OF ATTORNEY

The undersigned directors and officers of Electroic Moto Corporation hereby constitute and appoint Ely Schless, with full power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this registration statement under the Securities Act of 1933 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm each and every act and thing that such attorneys-in-fact, or any them, or their substitutes, shall lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ Ely Schless ELY SCHLESS	CHAIRMAN OF THE BOARD OF DIRECTORS CHIEF EXECUTIVE OFFICER PRESIDENT, PRINCIPAL ACCOUNTING OFFICER AND SECRETARY	July 6, 2005

/s/ Dennis L. Knepp Dennis L. Knepp	TREASURER, PRINCIPAL FINANCIAL OFFICER AND DIRECTOR	July 6, 2005

Electric Moto (EMOT) Inactive SB-2/ARegistration of securities for small business issuer (amended)