Bravatek Solutions (BVTK) 10-Q/A 2009 Q2 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QA

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

For the quarterly period ended June 30, 2009

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

For the transition period from ___________ to ______________

Commission File Number: 000-1449574

eCrypt Technologies, Inc.

 (Exact name of registrant as specified in its charter)

Colorado	32-0201472
(State or other jurisdiction of incorporation)	(IRS Employer Identification Number)
4750 Table Mesa Dr. Boulder CO, 80305
(Address of principal executive offices)
1.866.241.6868
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [ X ] Yes   [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]  (Do not check if a smaller reporting company)	Smaller reporting company [ X ]

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

As of August 1, 2009 the Issuer had 33,384,304 shares of common stock issued and outstanding.

EXPLANATORY NOTE:

eCrypt Technologies, Inc., a Colorado corporation is filing this Amendment No. 2 on Form 10-QA (this "Amendment 2") to its quarterly report for the period ended June 30, 2009 which was originally filed with the Securities and Exchange Commission on Form 10-Q (the “Original Filing”) on September 3, 2009, and subsequently amended on Form 10-QA (“Amendment 1”) on December 2, 2009.  This Amendment 2 is being filed to include information that was inadvertently omitted from Amendment 1.  Specifically, this Amendment 2 is being filed to restate and reissue its unaudited financial statements for the fiscal period ended June 30, 2009: i) to reclassify and amortize a license fee; ii) to recalculate the value of certain convertible debt; iii) to reflect stock subscriptions converted to common stock and a 4-for-1 forward stock split subsequently announced; and iv) to reflect reclassification of assets and adjust depreciation for these assets.  The effect of the restatement is described in note 14 in the notes to the financial statements contained in this Amendment 2.

In addition to the restatements discussed above, this Amendment 2: i) amends the information contained in Item 2 in the Original Filing and Amendment 1; ii) amends the information contained in Item 4T of the Original Filing and Amendment 1; iii) clarifies that the name of eCrypt Technologies, Inc.’s main product iseCryptwhich has applications for BlackBerry® smartphones; and iv) clarifies that eCrypt Technologies, Inc.’s website has changed from  shop.ecryptinc.com towww.ecryptinc.com.   

Except as described above, no other changes have been made to the Original Filing and Amendment 1.  Except as described above, this Amendment No. 2 on Form 10-QA does not reflect events occurring after the filing of the Original Filing or Amendment 1, or modify or update those disclosures, including any exhibits to the Original Filing and Amendment 1 affected by subsequent events. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the Original Filing and Amendment 1.  Accordingly, this Amendment No. 2 on Form 10-QA should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing and Amendment 1.

2

PART I-FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The financial statements of eCrypt Technologies, Inc. (the "Company" or “eCrypt”), a Colorado corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”).  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K for the fiscal year ended March 31, 2009, and all amendments thereto.

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

PERIOD ENDED JUNE 30, 2009

INDEX TO FINANCIAL STATEMENTS:	Page
Balance Sheet	4
Statements of Operations	5
Statements of Cash Flows	6
Statements of Stockholders’ Equity (Deficit)	7
Notes to Unaudited Financial Statements	8 - 27

3

eCrypt Technologies, Inc.
(A Development Stage Company)
BALANCE SHEETS
			June 30,	March 31,
			2009	2009
			(Unaudited)	(Audited)
			(Restated)	(Restated)
ASSETS
CURRENT ASSETS
	Cash		$            57,883	$           95,994
	Interest receivable		-	-
	Prepaid expenses		1,498	3,438
	TOTAL CURRENT ASSETS		59,381	99,432
Property and equipment, net			25,131	29,076
OTHER ASSETS
	License-net		5,278	6,111
	TOTAL OTHER ASSETS		5,278	6,111
TOTAL ASSETS			$            89,790	$         134,619
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
	Accounts payable and accrued liabilities		$              1,773	$             3,223
	Accrued interest on convertible loan-related party		6,037	5,185
	Deferred revenue		-	15,450
	Convertible loan-related party		23,800	23,800
TOTAL CURRENT LIABILITIES			31,610	47,658
TOTAL LIABILITIES			31,610	47,658
STOCKHOLDERS' EQUITY
	Common stock (500,000,000 shares authorized; par value .001;
		33,379,554 shares issued and outstanding)	33,380	33,380
	Additional paid in capital		173,322	173,322
	Subscription payable		-	4,875
	Deficit accumulated during the development stage		(148,522)	(124,616)
TOTAL STOCKHOLDERS' EQUITY			58,180	86,961
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$            89,790	$         134,619
The accompanying notes are an integral part of these financial statements.

4

eCrypt Technologies, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
		Three months ended June 30,2009	Three months ended June 30,2008	Cumulative amount from inception (April 19, 2007) toJune 30, 2009
		(Restated)	(Restated)	(Restated)
REVENUES
	Sales	$            15,450	$                    -	$           72,800
OPERATING EXPENSES
	Amortization and depreciation	4,778	4,495	30,402
	General and administrative	25,792	19,234	131,204
	Professional fees	8,292	2,280	53,970
TOTAL OPERATING EXPENSES		38,862	26,009	215,576
OPERATING LOSS		(23,412)	(26,009)	(142,776)
OTHER INCOME AND (EXPENSES)
	Interest expense	(941)	(1,109)	(7,831)
	Interest income	447	97	2,085
	TOTAL OTHER INCOME AND (EXPENSES)	(494)	(1,011)	(5,746)
NET LOSS BEFORE INCOME TAXES		(23,906)	(27,021)	(148,522)
PROVISION FOR INCOME TAXES		-	-	-
NET LOSS		$          (23,906)	$          (27,021)	$        (148,522)
Earnings (Loss) per Share
	Basic	(0.00)	-
WEIGHTED AVERAGE SHARES OUTSTANDING
	Basic	33,379,554	32,145,296
The accompanying notes are an integral part of these financial statements.

5

eCrypt Technologies, Inc.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Period from inception (April 19, 2007) to June 30, 2009
(Unaudited)
				Stock	Retained	Total
Par Value of $0.001	Common Shares		Paid in	Subscriptions	Earnings	Stockholders'
	Number	Amount	Capital	Payable	(Deficit)	Equity
Balance at April 19, 2007 (Date of Inception)	-	$            -	$            -	$               -	$               -	$               -
Shares issued	29,003,992	29,004	26,126	-	-	55,130
Net loss for the period	-	-	-	-	(32,505)	(32,505)
Balance March 31, 2008	29,003,992	$   29,004	$   26,126	$                -	$  (32,505)	$       22,625
Shares issued	4,200,000	4,200	15,700	-	-	19,900
Net loss for the period	-	-	-	-	(27,021)	(27,021)
Balance June 30, 2008	33,203,992	$   33,204	$   41,826	$                 -	$  (59,526)	$       15,504
Stock subscriptions	-	-	-	-	-	-
Net loss for the period	-	-	-	-	(18,887)	(18,887)
Balance September 30, 2008	33,203,992	$   33,204	$   41,826	$                 -	$  (78,413)	$       (3,383)
Shares issued	138,562	139	103,782	-	-	103,921
Net loss for the period	-	-	-	-	(15,014)	(15,014)
Balance December 31, 2008	33,342,554	$   33,343	$ 145,608	$                 -	$  (93,427)	$       85,524
Stock subscriptions	-	-	-	4,875	-	4,875
Shares issued	37,000	37	27,714	-	-	27,751
Net loss for the period	-	-	-	-	(31,189)	(31,189)
Balance March 31, 2009	33,379,554	$   33,380	$ 173,322	$         4,875	$ (124,616)	$       86,961
Stock cancelled	-	-	-	(4,875)	-	(4,875)
Net loss for the period	-	-	-	-	(23,906)	(23,906)
Balance June 30, 2009	33,379,554	$   33,380	$ 173,322	$                 -	$ (148,522)	$       58,179
The accompanying notes are an integral part of these financial statements.

6

eCrypt Technologies, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
			June 30, 2009	June 30, 2008	Cumulative amount from inception (April 19, 2007) toJune 30, 2009
			(Restated)	(Restated)	(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss		$        (23,906)	$       (27,021)	$        (148,522)
	Adjustments for non-cash Items:
		Amortization and depreciation	4,778	4,495	30,402
		Interest on convertible debt-related party	852	1,057	6,037
	Changes in operating assets and liabilities:
		Accounts payable and accrued liabilities	(1,450)	4,222	1,773
		Interest receivable	-	398	-
		Deferred revenue	(15,450)	61,800	-
		Prepaid expenses	1,940	(3,414)	(1,498)
NET CASH USED IN OPERATING ACTIVITIES			(33,236)	41,537	(111,808)
CASH FLOWS FROM INVESTING ACTIVITIES
	License		-	-	(10,000)
	Computer equipment		-	-	(9,189)
	Computer software		-	-	(13,783)
	Equipment		-	-	(27,839)
NET CASH USED IN INVESTING ACTIVITIES			-	-	(60,811)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from common stock issuance		-	19,900	206,702
	Stock subscriptions		(4,875)	-	-
	Proceeds from convertible loan-related party		-	-	23,800
NET CASH PROVIDED BY FINANCING ACTIVITIES			(4,875)	19,900	230,502
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(38,111)	61,437	57,883
CASH AND CASH EQUIVALENTS
Beginning of year			95,994	19,528	-
End of year			$          57,883	$         80,965	$           57,883
Supplemental disclosures of cash flow information:
	Interest on convertible loan-related party		$               852	$           1,057	$            6,037
The accompanying notes are an integral part of these financial statements.

7

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

1.

Nature of Operations

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

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

2.

Significant Accounting Policies

Basis of Presentation

The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles of the United States of America (“US GAAP”). Interim results are not necessarily indicative of results for a full year. The information included in this Form l0-Q should be read in conjunction with information included in the Form I0-K.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2009 and the results of operations and cash flows presented herein have been included in the financial statements.  Operating results for the six months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending March 31, 2010.  The financial statements should be read in conjunction with the Form 10-K for the year ended March 31, 2009 of the Company.

The  Company  has  evaluated  subsequent  events  through  the  date  which the financial statements were available to be issued, November 18, 2009.

Use of Estimates

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

Cash, Cash Equivalents and Investments

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

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

Property and Equipment

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

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

8

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

2.

Significant Accounting Policies (cont’d)

Revenue Recognition

Product revenue and miscellaneous income are recognized as earned.

Income Taxes

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

Comprehensive Income

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

Related Parties

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

Financial Instruments

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

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

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

9

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

2.

Significant Accounting Policies (cont’d)

Foreign Currency Translation

The measurement currency of the Company is the U.S. dollar. Transactions in foreign currencies are translated at the exchange rate in effect at the transaction date.  Monetary assets and liabilities denominated in other than the measurement currency are translated at the exchange rates in effect at the balance sheet date.  The resulting exchange gains and losses are recognized in earnings.

Net Earnings (Loss) per Share

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

	Three months ended June 30, 2009	Three months ended June 30, 2008
Net Loss	$      (23,906)	$      (27,021)
Weighted-average number of shares outstanding
Basic	33,379,554	32,145,296
Earnings (Loss) per share
Basic	(0.00)	(0.00)

3.

Property and Equipment

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

		June 30, 2009	June 30, 2009	March 31,
		Accumulated		2009
	Cost	Amortization	Net	Net
Computer equipment	$9,188	$5,431	$3,757	$4,898
Computer software	13,783	12,337	1,446	2,862
Equipment	27,839	7,911	19,928	21,316
	$50,810	$25,679	$25,131	$29,076

10

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

3.

Property and Equipment (cont’d)

Intangibles

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

		March 31, 2009		March 31,
		Accumulated		2009
	Cost	Amortization	Net	Net
License	$10,000	$4,722	$5,278	$6,111
	$10,000	$4,722	$5,278	$6,111

4.

Stockholders’ Equity

a)

Authorized:

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

  10,000,000 Preferred shares with no par value

b)

Issued or outstanding:

	Number of      shares	Amount
Balance, April 19, 2007	-	$           -
Common shares issued and outstanding	33,379,554	33,380
Paid In capital	-	173,322
Stock Subscriptions	-	4,875
Common shares issued and outstanding	33,379,554	211,577
Stock Subscriptions Cancelled	-	(4,875)
Balance, June 30, 2009	33,379,554	$206,702

On October 09, 2008, the company announced a 4:1 forward stock split on its common shares. 33,203,992 common shares were issued for 8,300,998 common shares.

On November 12, 2009 the Board of Directors of the Company consented to and approved a four-for-one forward split of the Company’s 33,379,554 issued and outstanding shares of common stock.  Pursuant to Rule 10b-17, the Forward Split will become effective 10 days following the submission of the required notification forms to FINRA. The Company anticipates the effective date to be November 24, 2009.  On the effective date, the Company’s transfer agent will cause to be issued and mailed to the eligible shareholders of record, three additional shares of common stock for each share of common stock held by the shareholder.  The forward split will result in the increase in the number of shares of the Company’s common stock issued and outstanding to 133,518,216 while keeping the number of authorized shares and par value of such shares the same.

11

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

5.

Stock Subscriptions

The Company issued private placement subscription agreements. The total amount of common shares subscribed for cash as at June 30, 2009 is 0.

	Number of     Common     shares	Number of preferred shares	Amount
Balance, April 19, 2007	-	-	$-
Shares subscribed for cash	-	-	-
Balance, March 31, 2008	-	-	-
Shares subscribed for cash	-	-	-
Balance, September 30, 2008	-	-	-
Additional shares due to share split 1:4	-	-	-
Shares issued	-	-	-
Shares subscribed for cash	-	-	-
Balance, March 31, 2009	-	-	-
Shares issued	-	-	-
Shares subscription canceled	-	-	-
Balance, June 30, 2009	-	-	-

6.

Convertible Loan-Related Party

On July 02, 2007, the Company issued a convertible debenture with a face value totaling $23,800. This loan, or any portion, is convertible at any time until paid in full at a rate of 1 common share per $0.001 of the debt converted.  The loan bears interest at an annual rate of 12% percent compounded monthly. In accordance with EITF 98-5 the intrinsic value of the beneficial conversion feature has been recorded and valued at $23,800.  The amount has been recorded as paid in capital and interest expense as of the date of the transaction.

7.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred $125 of advertising expense included in General and Administrative expenses in the 3 months ended June 30, 2009.

8.

Deferred Revenue, Commitments, and Contingencies

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

The agreement provides for a prepayment of $61,800 for the full term of the contract. $0 represents the unearned balance of the prepayment.

9.

Uncertainty as a Going Concern

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

12

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

9.

Uncertainty as a Going Concern (cont’d)

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

10.

 Recent Accounting Pronouncements

In June 2009,  the  FASB  issued  SFAS  No. 166,  "Accounting  for Transfers of Financial  Assets,  an  amendment  to  SFAS  No. 140,"  ("SFAS 166"). SFAS  166 eliminates  the concept of a "qualifying special-purpose entity," changes  the requirements  for  derecognizing  financial  assets,  and  requires additional disclosures  in  order  to  enhance  information reported to users of financial statements  by providing greater transparency  about  transfers  of  financial assets, including  securitization transactions,  and  an  entity's  continuing involvement  in  and  exposure  to  the  risks related to transferred financial assets.  SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the financial statements.

In May 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 165 (ASC 855-10), “Subsequent Events” (SFAS 165). SFAS 165 (ASC 855-10) establishes authoritative accounting and disclosure guidance for recognized and non-recognized subsequent events that occur after the balance sheet date but before financial statements are issued. SFAS 165 also requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The Company does not expect the adoption of SFAS 165 (ASC 855-10) will have a material impact on its financial condition or results of operation.

In April 2009, the FASB issued FSP No. FAS 157-4 (ASC 820-10). “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”) (ASC 820-10).  FSP FAS 157-4 (ASC 820-10) provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly.  Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value.  This FSP is effective for interim and annual periods ending after June 15, 2009.  The Company does not expect the adoption of FSP FAS 157-4 (ASC 820-10) will have a material impact on its financial condition or results of operation.

In October 2008, the FASB issued FSP No. FAS 157-3 (ASC 820-10), “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”) (ASC 820-10), which clarifies application of SFAS 157 in a market that is not active.  FSP FAS 157-3 (ASC 820-10) was effective upon issuance, including prior periods for which financial statements have not been issued.  The adoption of FSP FAS 157-3 (ASC 820-10) had no impact on the Company’s results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8 (ASC 860-10), “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.”  This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities.  This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged.  The Company adopted this FSP effective January 1, 2009.  The adoption of the FSP had no impact on the Company’s results of operations, financial condition or cash flows.

13

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

10.

 Recent Accounting Pronouncements (cont’d)

In December 2008, the FASB issued FSP No. FAS 132(R)-1 (ASC 715-20-65), “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”) (ASC 715-20-65).  FSP FAS 132(R)-1 (ASC 715-20-65) requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157.  Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009.  The Company does not expect the adoption of FSP FAS 132(R)-1 (ASC 715-20-65) will have a material impact on its financial condition or results of operation.

In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, (ASC 860-10) “Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments of Liabilities,” and  FASB  Interpretation 46 (revised December 2003) (ASC 810-10), “Consolidation of  Variable  Interest Entities − an interpretation of ARB  No. 51,” as well as other modifications.  While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements.  The changes would be effective March 1, 2010, on a prospective basis.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1 (ASC 260-10), Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 (ASC 260-10) addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 (ASC 260-10) is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1 (ASC 260-10); neither do we believe that FSP EITF 03-6-1 (ASC 260-10) would have material effect on our consolidated financial position and results of operations if adopted.

 In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, (ASC 944-20) “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 (ASC 944-20) clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 (ASC 944-20) is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 (ASC 944-20) has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

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

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161 (ASC 815-10), Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related

14

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

10.

 Recent Accounting Pronouncements (cont’d)

hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161 (ASC 815-10), but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.

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

In December 2007, the FASB issued SFAS No. 160 (ASC 810-10), Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and int erim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007) (ASC 805-10), Business Combinations’.  This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. A n entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160 (ASC 810-10), Noncontrolling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

15

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

10.

 Recent Accounting Pronouncements (cont’d)

In February 2007, the FASB, issued SFAS No. 159 (ASC 825-10), The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 (ASC 825-10) is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provi sions of SFAS No. 157 (ASC 820-10) Fair Value Measurements.  

The Company will adopt SFAS No. 159 (ASC 825-10) beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157 (ASC 820-10), Fair Value Measurements This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

11.

Subsequent Events

On July 1, 2008 the Company entered into an agreement to provide a client with network services for a one year term.  The agreement provides for a prepayment of $61,800 for the full term of the contract.

As disclosed on Form 8-KA filed with the Securities and Exchange Commission on November 13, 2009, on November 12, 2009, the Board of Directors of the Company, consented to and approved a Four-for-one forward split of the Company’s 33,379,554issued and outstanding shares of common stock (the “Forward Split”) while maintaining the current number of authorized shares of common stock (500,000,000 shares) and the current par value per share ($0.001). The Company set the Record Date for determining the shareholders entitled to receive the Forward Split shares as November 12, 2009.  Pursuant to Rule 10b-17, the Forward Split will become effective 10 days following the submission of the required notification forms to FINRA. The Company anticipates the effective date to be November 24, 2009 (the “Effective Date”).  As a result of the Forward Split, all shareholders of record on the Record Date will receive 4 shares of common stock for every one share of common stock they currently own.  On the Effective Date, the Company’s transfer agent will cause to be issued and mailed to the eligible shareholders of record, three additional shares of common stock for each share of common stock held by the shareholder, thereby effectuating the Forward Split on a 4:1 basis.  The Forward Split will result in the increase in the number of shares of the Company’s common stock issued and outstanding to 133,518,216 while keeping the number of authorized shares and par value of such shares the same.  

16

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

12.

Restatements

On September 15, 2009 the Company determined that a restatement of its previously filed financial statements for the period of April 17, 2007 (Inception) to March 31, 2008 was necessary to properly value the $23,800 of convertible loan-related party.  This loan, or any portion, is convertible at any time until paid in full at a rate of 1 common share per $0.001 of the debt converted.  The loan bears interest at an annual rate of 12% percent compounded monthly. In accordance with EITF 98-5 the intrinsic value of the beneficial conversion feature has been recorded and valued at $0.

On October 09, 2008 the Company announced a 4:1 forward stock split on its common shares. 33,203,992 common shares were issued for 8,300,998 common shares.  Also, the company elected to issues all shares of stock as of the date of subscription.

On November 6, 2009 the Company determined that a license fee of $10,000 was improperly classes as prepaid expense and has reclassified the license fee as an intangible asset.  The asset is being amortized over 3 years.

On November 6, 2009 the Company determined that certain assets were incorrectly classified and reclassified these assets.  The Company also adjusted depreciation to reflect these assets.

The effect of these restatements on the Company’s previously issued unaudited June 30, 2008 and audited March 30, 2008 financial statements is detailed below:

(continued on following pages)

17

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

12.

Restatements (cont’d)

Balance Sheet June 30, 2009
			Previously
			Reported	Adjustment		As Restated
CURRENT ASSETS
	Cash		$        57,882	$             1		$           57,883
	Interest receivable		-	-		-
	Prepaid expenses		11,498	(10,000)	(1)	1,498
	TOTAL CURRENT ASSETS		69,380	(9,999)		59,381
Property and equipment, net			24,118	1,013	(4)	25,131
OTHER ASSETS
	License-net		-	5,278	(1)	5,278
	TOTAL OTHER ASSETS		-	5,278		5,278
TOTAL ASSETS			$        93,498	$      (3,708)		$           89,790
CURRENT LIABILITIES
	Accounts payable and accrued liabilities		$          1,772	$                -		$             1,773
	Accrued interest on convertible loan-related party		6,037	-		6,037
	Deferred revenue		-	-		-
	Convertible loan-related party		23,800	-		23,800
TOTAL CURRENT LIABILITIES			31,609	-		31,610
TOTAL LIABILITIES			31,609	-		31,610
STOCKHOLDERS' EQUITY
	Common stock (500,000,000 shares authorized; par value .001;
		33,379,554 shares issued and outstanding)	33,204	176	(2)	33,380
	Additional paid in capital		208,426	(35,104)	(2)	173,322
	Subscription payable		131,671	(131,671)	(2)	-
	Deficit accumulated during the development stage		(311,413)	162,891	(1)(3)	(148,522)
TOTAL STOCKHOLDERS' EQUITY			61,888	(3,708)		58,180
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$        93,497	$      (3,708)		$           89,790

18

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

12.

Restatements (cont’d)

Statement of Operations for the Period of April 19, 2007 (Inception) to June 30, 2009
		PreviouslyReported	Adjustments		As Restated
REVENUES
	Sales	$             72,800	$                     -		$            72,800
OPERATING EXPENSES
	Amortization and depreciation	26,692	3,710	(1)(4)	30,402
	General and administrative	98,373	32,831		131,204
	Professional fees	86,574	(32,603)		53,970
TOTAL OPERATING EXPENSES		211,639	3,938		215,576
OPERATING LOSS		(138,839)	(3,938)		(142,776)
OTHER INCOME AND (EXPENSES)
	Interest expense	(174,658)	166,827	(3)	(7,831)
	Interest income	2,085	-		2,085
	TOTAL OTHER INCOME AND (EXPENSES)	(172,574)	166,827		(5,746)
NET LOSS BEFORE INCOME TAXES		(311,413)	162,889		(148,522)
PROVISION FOR INCOME TAXES		-	-		-
NET LOSS		$         (311,413)	$         162,891		$        (148,522)

19

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

12.

Restatements (cont’d)

Statement of Cash Flows for the Period April 19, 2007 (Inception) to June 30, 2009
			Reported	Adjustments		As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss		$        (311,413)	$        162,891	(1)(3)	$      (148,522)
	Adjustments for non-cash Items:
		Amortization and depreciation	26,693	3,709	(1)(4)	30,402
		Interest on convertible debt-related party	172,637	(166,600)	(3)	6,037
	Changes in operating assets and liabilities:
		Accounts payable and accrued liabilities	1,772	1		1,773
		Interest receivable	-	-		-
		Deferred revenue	-	-		-
		Prepaid expenses	(11,498)	10,000	(1)	(1,498)
NET CASH USED IN OPERATING ACTIVITIES			(121,809)	10,001		(111,808)
CASH FLOWS FROM INVESTING ACTIVITIES
	License		-	(10,000)	(1)	(10,000)
	Computer equipment		(10,581)	1,392	(4)	(9,189)
	Computer software		(12,390)	(1,393)	(4)	(13,783)
	Equipment		(27,839)	-		(27,839)
NET CASH USED IN INVESTING ACTIVITIES			(50,810)	(9,999)		(60,811)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from common stock issuance		75,030	131,672	(2)	206,702
	Stock subscriptions		131,671	(131,672)	(2)	-
	Proceeds from convertible loan-related party		23,800	-		23,800
NET CASH PROVIDED BY FINANCING ACTIVITIES			230,501	0		230,502
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			57,882	0		57,883
CASH AND CASH EQUIVALENTS
Beginning of Year			-	-		-
End of Year			$            57,882	$                    0		$          57,883

20

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

12.

Restatements (cont’d)

Balance Sheet March 31, 2009
			Previously
			Reported	Adjustment		As Restated
ASSETS
CURRENT ASSETS
	Cash		$           95,994	$               -		$        95,994
	Interest receivable		-	-		-
	Prepaid expenses		13,438	(10,000)	(1)	3,438
	TOTAL CURRENT ASSETS		109,432	(10,000)		99,432
Property and equipment, net			27,654	1,422	(4)	29,076
OTHER ASSETS
	License-net		-	6,111	(1)	6,111
	TOTAL OTHER ASSETS		-	6,111		6,111
TOTAL ASSETS			$         137,086	$       (2,467)		$      134,619
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
	Accounts payable and accrued liabilities		$              3,222	$              1		$           3,223
	Accrued interest on convertible loan-related party		5,185	-		5,185
	Deferred revenue		15,450	-		15,450
	Convertible loan-related party		23,800	-		23,800
TOTAL CURRENT LIABILITIES			47,657	1		47,658
TOTAL LIABILITIES			47,657	1		47,658
STOCKHOLDERS' EQUITY
	Common stock (500,000,000 shares authorized; par value .001;
		33,379,554 shares issued and outstanding)	33,204	176	(2)	33,380
	Additional paid in capital		208,426	(35,104)	(2)	173,322
	Subscription payable		136,546	(131,671)	(2)	4,875
	Deficit accumulated during the development stage		(288,747)	164,131	(1)(3)	(124,616)
TOTAL STOCKHOLDERS' EQUITY			89,429	(2,468)		86,961
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$        137,086	$      (2,467)		$      134,619

21

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

12.

Restatements (cont’d)

Statement of Operations for the Period of April 19, 2007 (Inception) to March 31, 2009
		PreviouslyReported	Adjustments		As Restated
REVENUES
	Sales	$             57,350	$                     -		$              57,350
OPERATING EXPENSES
	Amortization and depreciation	23,157	2,467	(1)(4)	25,624
	General and administrative	87,082	18,330		105,412
	Professional fees	63,809	(18,131)		45,678
TOTAL OPERATING EXPENSES		174,048	2,666		176,714
OPERATING LOSS		(116,698)	(2,666)		(119,364)
OTHER INCOME AND (EXPENSES)
	Interest expense	(173,687)	166,797	(3)	(6,890)
	Interest income	1,638	-		1,638
	TOTAL OTHER INCOME AND (EXPENSES)	(172,049)	166,797		(5,252)
NET LOSS BEFORE INCOME TAXES		(288,747)	164,131		(124,616)
PROVISION FOR INCOME TAXES		-	-		-
NET LOSS		$       (288,747)	$          164,131		$          (124,616)

22

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

12.

Restatements (cont’d)

Statement of Operations for the Year Ended March 31, 2009
		PreviouslyReported	Adjustments		As Restated
REVENUES
	Sales	$            46,350	$                   -		$            46,350
OPERATING EXPENSES
	Amortization and depreciation	18,730	1,912	(1)(4)	20,642
	General and administrative	63,690	18,257		81,948
	Professional fees	52,884	(19,128)		33,756
TOTAL OPERATING EXPENSES		135,306	1,041		136,346
OPERATING LOSS		(88,956)	(1,041)		(89,996)
OTHER INCOME AND (EXPENSES)
	Interest expense	(3,479)	124	(3)	(3,355)
	Interest income	1,240	0		1,240
	TOTAL OTHER INCOME AND (EXPENSES)	(2,239)	124		(2,115)
NET LOSS BEFORE INCOME TAXES		(91,194)	(917)		(92,111)
PROVISION FOR INCOME TAXES		-	-		-
NET LOSS		$        (91,194)	$              (917)		$         (92,111)

23

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

12.

Restatements (cont’d)

Statement of Cash Flows for the Period April 19, 2007 (Inception) to March 31, 2009
			Reported	Adjustments		As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss		$   (288,747)	$   164,131	(1)(3)	$    (124,616)
	Adjustments for non-cash Items:
		Amortization and depreciation	23,157	2,467	(1)(4)	25,624
		Interest on convertible debt-related party	171,785	(166,600)	(3)	5,185
	Changes in operating assets and liabilities:
		Accounts payable and accrued liabilities	3,221	1		3,223
		Interest receivable	-	-		-
		Deferred revenue	15,450	-		15,450
		Prepaid expenses	(13,438)	10,000	(1)	(3,438)
NET CASH USED IN OPERATING ACTIVITIES			(88,572)	9,999		(78,572)
CASH FLOWS FROM INVESTING ACTIVITIES
	License		-	(10,000)	(1)	(10,000)
	Computer equipment		��(10,581)	1,392	(4)	(9,189)
	Computer software		(12,391)	(1,392)	(4)	(13,783)
	Equipment		(27,839)	-		(27,839)
NET CASH USED IN INVESTING ACTIVITIES			(50,811)	(10,000)		(60,811)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from common stock issuance		75,030	131,672	(2)	206,702
	Stock subscriptions		136,546	(131,671)	(2)	4,875
	Proceeds from convertible loan-related party		23,800	-		23,800
NET CASH PROVIDED BY FINANCING ACTIVITIES			235,376	1		235,377
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			95,994	-		95,994
CASH AND CASH EQUIVALENTS
Beginning of year			-	-		-
End of year			$       95,994	$                -		$        95,994

24

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

12.

Restatements (cont’d)

Statement of Cash Flows for the Year Ended March 31, 2009
			Reported	Adjustments		As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss		$      (91,194)	$               (917)	(1)(3)	$     (92,111)
	Adjustments for non-cash Items:
		Amortization and depreciation	18,730	1,912	(1)(4)	20,642
		Interest on convertible debt-related party	-	2,955	(3)	2,955
	Changes in operating assets and liabilities:
		Accounts payable and accrued liabilities	(2,932)	(2,954)		(5,886)
		Interest receivable	398	-		398
		Deferred revenue	15,450	-		15,450
		Prepaid expenses	(2,288)	(997)	(1)	(3,285)
NET CASH USED IN OPERATING ACTIVITIES			(61,836)	(1)		(61,837)
CASH FLOWS FROM INVESTING ACTIVITIES
	License		-	-	(1)	-
	Computer equipment		(5,072)	1,393	(4)	(3,679)
	Computer software		(4,316)	(1,391)	(4)	(5,707)
	Equipment		(8,757)	(1)		(8,758)
NET CASH USED IN INVESTING ACTIVITIES			(18,145)	1		(18,144)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from common stock issuance		75,030	76,542	(2)	151,572
	Stock subscriptions		81,416	(76,542)	(2)	4,875
	Proceeds from convertible loan-related party		-	-		-
Net cash provided by financing activities			156,446	-		156,448
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			76,466	(0)		76,468
CASH AND CASH EQUIVALENTS
Beginning of Year			19,528	-		19,528
End of Year			$         95,994	$                  (0)		$          95,996

25

eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

12.

Restatements (cont’d)

Statement of Stockholders' Equity (Deficit) for the Period April 19, 2007 (Inception) to March 31, 2009
		Previously
		Reported	Adjustments		As Restated
Number of shares:
	Shares issued for cash	33,203,992	175,562		33,379,554
		33,203,992	175,562		33,379,554
Par value of stock		$               33,204	$                176	(2)	$              33,380
Additional paid in capital		208,426	(35,104)	(2)	173,322
Stock subscriptions payable		136,546	(131,671)	(2)	4,875
Net loss		(288,747)	164,131	(1)(3)	(124,616)
Total equity		$               89,430	$            (2,469)		$              86,960

Statement of Stockholders' Equity (Deficit) Year Ended March 31, 2009
		Previously
		Reported	Adjustments		As Restated
Number of shares:
	Shares Issued for Cash	33,203,992	175,562		33,379,554
		33,203,992	175,562		33,379,554
Par value of stock		$              33,204	$                   176	(2)	$              33,380
Additional paid in capital		208,426	(35,104)	(2)	173,322
Stock subscriptions payable		136,546	(131,671)	(2)	4,875
Net loss		(288,747)	196,636	(1)(3)	(92,111)
Total equity		$              89,429	$            30,036		$            119,465

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eCRYPT TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period of from inception (April 19, 2007) to June 30, 2009

12.

Restatements (cont’d)

Explanations for adjustments:

(1)

The license fee originally recorded as a prepaid expense has been reclassified and is being amortized

(2)

The value of the convertible debt was calculated incorrectly

(3)

To reflect stock subscriptions converted to common stock and 4 for 1 forward stock split subsequently announced

(4)

To reflect reclassification of assets and adjust depreciation for these assets

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ITEM 2.

 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

Overview & Plan of Operation

eCrypt Technologies, Inc. was incorporated in the State of Colorado, on April 19, 2007.  The Company provides encryption software which secures the transmission of, storage of, and access to digital information.  Currently the Company is in the developmental stage and is in the process of establishing its business operations.  Over the next twelve (12) months, eCrypt will continue developing product enhancements and strengthening strategic alliances.  In particular, eCrypt plans to complete development of the second generation version of it’s flagship producteCryptfor BlackBerry® smartphones, and commence development of additional language support for both versions ofeCrypt for BlackBerry®  smartphones.  The Company has commenced research for development of encryption software solutions for platforms other than the BlackBerry® smartphone as well as research for development of other security software for mobile devices.  

Software Sales - eCrypt is developing and plans to sell device-based encryption and security software for Personal Digital Assistants (“PDAs”), wireless handheld devices, laptop and desktop computers, pocket computers, cellular phones, smartphones, and other file storage devices. The Company has developed, and is now selling via its eCommerce website, its flagship product,eCryptfor BlackBerry® smartphones, encryption software for messaging on BlackBerry® smartphones; as of March 31, 2009, the Company had not earned any revenue from sales ofeCryptfor BlackBerry® smartphones. The Company is also in the process of developing the next generation version ofeCrypt for BlackBerry® smartphones.  In 2007, eCrypt secured a 50-user BETA test group foreCryptfor BlackBerry® smartphones.  eCrypt has also received a commitment from the 50-user BETA test group for the p urchase of at least 100 licenses ofeCryptfor BlackBerry® smartphones upon successful completion of BETA testing; each individual license will be sold for $49.95.

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

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

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

Over the next twelve (12) months, eCrypt will continue developing product enhancements and strengthening strategic alliances.  In particular, eCrypt plans to complete development of the second generation version of it’s flagship producteCryptfor BlackBerry® smartphones, and commence development of additional language support for both versions ofeCryptfor BlackBerry® smartphones.  The Company has commenced research for development of encryption software solutions for platforms other than the BlackBerry® smartphone as well as research for development of other security software for mobi le devices.  

CEO and President, Brad Lever, represented the Company at theWireless Enterprise Symposium (“WES”) in May of 2009, a conference billed as the “biggest BlackBerry® event of the year,” as a new BlackBerry® ISV Alliance Member™ guest of RIM.  At WES,Brad Lever had the opportunity to perform informal market research among potential end users, fellow Alliance Members, and potential competitors.  Additionally, the Company has begun prospecting for distribution alliance partners and will be seeking to formalize these relationships in the first or second quarter of the 2010 fiscal year.  Furthermore, eCrypt will pursue strategic engagements of individuals considered to be leading authorities in the field of cryptography f or the purposes of seeking advice, testing software, and providing other relevant product-specific research and guidance.

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

1.

complete development of the second generation version ofeCryptfor BlackBerry® smartphones;

2.

commence and complete BETA testing of the second generation version ofeCryptfor BlackBerry®  smartphones;

3.

commence distribution of second generation version ofeCryptfor BlackBerry® smartphones, in accordance with all applicable import and export rules and regulations;

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

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Results of Operations

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the three months ended June 30, 2009. The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-Q.

Our financial statements are stated in US Dollars and are prepared in accordance with generally accepted accounting principals of the United States (“GAAP”).

Results of Operation for eCrypt Technologies, Inc. for the Three Months Ended June 30, 2009 Compared to the Three Months Ended June 30, 2008.

Revenue

Revenue.  During the three months ended June 30, 2009, the Company had revenues of $15,450as compared to revenues of $nil during the three months ended June 30, 2008, an increase of $15,450, or approximately 100%. The increase in revenue experienced by the Company was primarily attributable to: the Company provided MCNS services to one customer.

Operating Expenses

Operating Expenses.  During the threemonths ended June 30, 2009, the Company had operating expenses of $ 38,862 as compared to operating expenses of $26,009 during the threemonths ended June 30, 2008, an increase of $12,853, or approximately 49%. The increase in operating expenses experienced by the Company was primarily attributable the fact that the Company experienced an increase in general and administrative expenses, and professional fees during the period ended June 30, 2009 as compared to the same period in 2008.

Net Loss

The Company had a net loss of $(23,906) for thethreemonths ended June 30, 2009, as compared to a net loss of $(27,021) for thethreemonths ended June 30, 2008, a change of $3,115 or approximately 12%.  The change in net loss experienced by the Company was primarily attributable to the fact that the Company experienced an increase in interest income and a decrease in interest expenses during the three months ended June 30, 2009 as compared to the same period in 2008.

Liquidity and Capital Resources

Currently, we have limited operating capital.  The Company anticipates that it will require approximately $2,000,000 of working capital to complete all of its desired business activity during the next twelve months.  The Company has earned limited revenue from its business operations relating to its MCNS business through which eCrypt assists its clients with managing their electronic communication needs.  We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and the revenues generated from our business operations alone may not be sufficient to fund our operations or planned growth.  

During the next twelve months, we plan on generating the necessary capital to fund our business operations and complete our desired business activity through sales of our flagship product,eCryptfor BlackBerry® smartphones, andeCrypt PayPerUse .  As of the period ended June 30, 2009, we have not generated any revenue through sales ofeCryptfor BlackBerry®  smartphones, oreCrypt PayPerUse.   If

30

we are unable to generate the necessary capital through the sales ofeCryptfor BlackBerry®  smartphones, oreCrypt PayPerUse, we may conduct a private placement offering to raise the necessary working capital to fund our business operations.   We may be unable to obtain the additional capital required.   Our inability to generate capital or raise additional funds when required will have a negative impact on our operations, business development and financial results.   

In an effort to raise additional funds, during the period ended March 31, 2009, the Company completed a private placement offering pursuant to which the Company raised a total of $136,546 through the sale of 182,062 Units at a purchase price of $.75 per Unit. Each Unit consisted of one share of common stock (the “Common Stock”) and one Warrant (the “Warrants”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $0.90 per share at any time up to 24 months from the subscription date. The warrants expire on or before May 4, 2011.  

The following discussion outlines the state of our liquidity and capital resources for the three month period ended June 30, 2009:

Total Current Assets & Total Assets

Our unaudited balance sheet reflects that: i) as of June 30, 2009, we have total current assets of $59,381, as compared to total current assets of $99,432 at March 31, 2009, a decrease of $40,051, or approximately 40%; and ii) as of June 30, 2009, we have total assets of $89,790, compared to total assets of $134,619 as of March 31, 2009, decrease of $44,829, or approximately 33%.  The decrease in the Company’s total current assets and total assets from June 30, 2009 to March 31, 2009 was primarily attributable to a decrease of cash.

Cash  As of June 30, 2009, our unaudited balance sheet reflects that we have cash of $57,883, as compared to $95,994 at March 31, 2009, a decrease of $38,111, or approximately 40%.  The decrease in the Company’s cash from June 30, 2009 to March 31, 2009 was primarily attributable to lack of financing through sales and investment and the use of savings for operational expenses.

Total Current Liabilities

Our unaudited balance sheet reflects that: i) as of June 30, 2009, we have total current liabilities of $31,610, as compared to total current liabilities of $47,658 at March 31, 2009, a decrease of $16,048, or approximately 34%; and ii) as of June 30, 2009, we have total liabilities of $31,610, as compared to total liabilities of $47,658 at March 31, 2009, a decrease of $16,048, or approximately 34%.  The decrease in the Company’s total current liabilities and total liabilities from June 30, 2009 to March 31, 2009 was primarily attributable to the Company earning previously deferred revenue for its MCNS services.

Deferred Revenue As of June 30, 2009, our unaudited balance sheet reflects that we have deferred revenue of $nil, as compared to deferred revenue of $15,450 as of March 31, 2009.  The decrease in our deferred revenue was attributable to the fact that the Company provided the required MCNS services to earn the deferred revenue.

Cash Flow for the Company for the Three Month Period Ended June 30, 2009 as Compared to the Three Month Period Ended June 30, 2008

Operating Activities During the three month period ended June 30, 2009, the net cash used by the Company in operating activities was $33,236 as compared to net cash used in operating activities of $(41,537) during the three month period ended June 30, 2008, a change of $8,301 The decrease in our net cash used in operating activities was primarily attributable to a decrease in net loss, and a decrease in accounts payable and accrued liabilities, and the earning of previously deferred revenue.

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Financing Activities During the three month period ended June 30, 2009, the net cash provided by financing activities was $(4,875) as compared to net cash provided by financing activities of $19,900 for the during the three month period ended June 30, 2009, a decrease of $24,775, or approximately 124%. The change in net cash provided by financing activities was primarily attributable to the fact that the Company did not engage in fundraising activities during the period, and also received one returned payment for a previous subscription by an individual for the purchase of the Company’s common stock pursuant to the terms of the private placement conducted by the Company.

Off Balance Sheet Arrangements

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

ITEM 4T.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosu re.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allowtimely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievem ent of these objectives.  

Additionally, the Company's chief executive officer and chief financial officer reviewed whether the restatement of the Company's financial statements for the fiscal period ended June 30, 2009, as described in the Explanatory Note above and Note 13 to the financial statements, affected their conclusions that the Company's disclosure controls and procedures, as of June 30, 2009, were effective in timely alerting them to material company information required to be included in our periodic filings with the SEC. In connection with their review, our chief executive officer and chief financial officer noted that our decision to restate our financial results did not call into question whether the relevant information was recorded,

32

processed, summarized or reported within the time periods specified in the SEC's rules and forms. It also did not involve any issue about whether information required to be disclosed was accumulated and communicated to our chief executive officer and chief financial officer to allow timely decisions regarding required disclosure. Rather, the restatements were completed to: i)  reclassify and amortize a license fee; ii) recalculate the value of certain convertible debt; iii) reflect stock subscriptions converted to common stock and a 4-for-1 forward stock split subsequently announced; and iv) reflect reclassification of assets and adjust depreciation for these assets. Therefore, based on that review, the Company's management, including the chief executive officer and chief financial officer determined that its prior conclusions, that the Company's disclosure controls and procedures were effective as of June 30, 2009, had not changed.

Changes in Internal Control over Financial Reporting

There was no significant change in the Company's internal control over financial reporting during the period ended June 30, 2009, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II-OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

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

ITEM 1A.

 RISK FACTORS.

Not Applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.    

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

(a)

The following exhibits are filed herewith:

33

31.1

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

eCRYPT TECHNOLOGIES, INC.

By:  /S/ Brad Lever

Brad Lever, Chief Executive Officer, Chief Financial Officer

Date: January 4, 2010

34