FIRST CHINA PHARMACEUTICAL GROUP, INC. - FORM 10-K

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EX-31.2 - CFO SECTION 302 CERTIFICATION - FIRST CHINA PHARMACEUTICAL GROUP, INC.	ex31-2.txt
EX-31.1 - CEO SECTION 302 CERTIFICATION - FIRST CHINA PHARMACEUTICAL GROUP, INC.	ex31-1.txt
EX-32.1 - CEO SECTION 906 CERTIFICATION - FIRST CHINA PHARMACEUTICAL GROUP, INC.	ex32-1.txt
EX-32.2 - CFO SECTION 906 CERTIFICATION - FIRST CHINA PHARMACEUTICAL GROUP, INC.	ex32-2.txt

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended March 31, 2010

Commission File Number 333-151212

E-DISPATCH INC.
(Exact Name of Registrant as Specified in Its Charter)

Nevada 74-3232809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

800 Bellevue Way, Suite 400, Bellevue, WA 98004
(Address of principal executive offices) (Zip Code)

(425) 646-2391
(Registrant's telephone number, including area code)

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

None N/A
Title of each class Name of each exchange on which registered

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

Common Stock, $0.001 par value
(Title of class)

Indicate by checkmark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act. Yes [ ] No [X]

Indicate by checkmark whether the registrant has (1) 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 such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 229.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Indicate by checkmark 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 [ ] Smaller reporting company [X]

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: N/A - no common stock traded during period.

As of May 10, 2010, there were outstanding 1,800,000 shares of registrant's
common stock, par value $0.001 per share.

Documents Incorporated by Reference

None.

TABLE OF CONTENTS

PART I

Item 1. Business........................................................ 4
Item 1A. Risk Factors.................................................... 11
Item 1B. Unresolved Staff Comments....................................... 16
Item 2. Properties...................................................... 16
Item 3. Legal Proceedings............................................... 16
Item 4. Reserved and Removed............................................ 16

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities............... 16
Item 6. Selected Financial Data......................................... 17
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................... 17
Item 7A. Quantitative and Qualitative Disclosures About Market Risk...... 20
Item 8. Financial Statements and Supplementary Data..................... 20
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure........................................ 20
Item 9A(T). Controls and Procedures......................................... 20
Item 9B. Other Information............................................... 22

PART III

Item 10. Directors, Executive Officers and Corporate Governance.......... 22
Item 11. Executive Compensation.......................................... 24
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters................................. 25
Item 13. Certain Relationships and Related Transactions, and Director
Independence.................................................... 25
Item 14. Principal Accountant Fees and Services.......................... 26

PART IV

Item 15. Exhibits and Financial Statement Schedules...................... 27

Signatures.................................................................. 28

FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "should," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential" or
"continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors" and the risks set out below, any of which may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. These
risks include, by way of example and not in limitation:

* the uncertainty that we will not be able to successfully identify and
evaluate a suitable business opportunity;

* risks related to the large number of established and well-financed
entities that are actively seeking suitable competitive business
opportunities;

* risks related to the failure to successfully manage or achieve growth
of a new business opportunity; and

* other risks and uncertainties related to our business strategy.

This list is not an exhaustive list of the factors that may affect any of our
forward-looking statements. These and other factors should be considered
carefully and readers should not place undue reliance on our forward-looking
statements.

Forward looking statements are made based on management's beliefs, estimates and
opinions on the date the statements are made and we undertake no obligation to
update forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform
these statements to actual results.

Our financial statements are stated in United States dollars and are prepared in
accordance with United States generally accepted accounting principles.

In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States dollars and all references to "common stock" refer to
the common shares in our capital stock.

As used in this annual report, the terms "we," "us," "our," "the Company" and
"E-Dispatch" mean E-Dispatch Inc., unless otherwise indicated.

PART I

ITEM 1. BUSINESS

OVERVIEW OF THE COMPANY

We are a development stage company that was incorporated on July 31, 2007 in the
state of Nevada. We have commenced only limited operations, primarily focused on
developing our cell phone-based taxi dispatch system and organizational matters.
We have never declared bankruptcy, have never been in receivership, and have
never been involved in any legal action or proceedings. We have not made any
significant purchase or sale of assets, nor has the Company been involved in any
mergers, acquisitions or consolidations. We are not a blank check registrant as
that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of
1933, because we have a specific business plan and purpose. Neither the Company,
nor its officers, Directors, promoters or affiliates, has had preliminary
contact or discussions with, nor do we have any present plans, proposals,
arrangements or understandings with any representatives of the owners of any
business or company regarding the possibility of an acquisition or merger.

In our management's opinion, there is a market need for low-cost taxi dispatch
system. If we receive adequate funding to do so, the taxi dispatch system that
we plan to develop will be a software product that resides on a personal
computer to be used by a system operator. The taxi dispatch system will work
with software that installs and runs on GSM mobile phone or PDAs using SMS/GPRS
protocol.

We intend for our taxi dispatch system to allow the taxi dispatcher/system
operator to receive customer phone calls and to enter requests for taxis into
the system, which will then create and send text messages to taxis in service
advising them of waiting customers. Dispatch details, including location,
customer name, and time of request, will be available in the text message in a
standardized format for quick review. Each of the taxi company's taxi drivers
will receive the text message on his cell phone or PDA simultaneously, thus
providing each taxi driver with the opportunity to respond to the request for a
taxi. To accept the customer order, a taxi driver would enter a confirmation
code on his cell phone. The first taxi driver to respond will be awarded the
customer order. The system will then broadcast a second text message noting that
this customer has been allocated. If none of the taxi drivers enters a
confirmation code accepting the order, then the "new customer request for a
taxi" will stay on the system until the order is accepted and the fare is
allocated.

Our system would enable taxi drivers to use their cell phones to keep in touch
with the dispatcher/system operator, thus saving on the cost of installing
expensive hardware systems in each vehicle. Our taxi dispatch system would also
provide taxi drivers with messaging services similar to MSN Messenger. When a
taxi is available, the driver will be able to log on to the taxi dispatch system
using his cell phone. When the taxi driver is busy, in transit with a customer,
or unavailable for a period of time, he will be able to inform the dispatcher of
his unavailability through his cell phone. When a customer has completed his
journey, the driver will be able to log the time, location, and amount received
into the system. A taxi driver will be able to perform all of these functions by
using his cell phone's existing mobile data capabilities. To ensure accurate
record keeping, our taxi dispatch system will generate log entries for each day,
and generate cross-posting of transactions to the taxi company's general ledger
for accounting purposes.

For the small business operator, the cost of purchasing a taxi dispatch system
and installing fixed or portable monitors in each taxi cab is expensive. Our
taxi dispatch system, by combining the use of cell phones already owned by taxi
drivers with a low-cost computer server and a low-cost personal computer system
to be operated by the taxi dispatcher, would enable taxi companies to acquire an
affordable taxi dispatch system.

We have not generated any revenue from our business operations to date. We do
not anticipate that we will generate revenues until we complete development and
deployment of our taxi dispatch system. Accordingly, we must raise cash from
sources other than our operations in order to implement our business and
marketing plans.

However, to date, we have been unable to raise additional funds to implement our
operations, and we do not believe that we currently have sufficient resources to
do so without additional funding. As a result of the current difficult economic
environment and our lack of funding to implement our business plan, our Board of
Directors has begun to analyze strategic alternatives available to our company
to continue as a going concern. Such alternatives include raising additional

debt or equity financing or consummating a merger or acquisition with a partner
that may involve a change in our business plan.

Although our Board of Directors' preference would be to obtain additional
funding to develop our taxi dispatch system, the Board believes that it must
consider all viable strategic alternatives that are in the best interests of our
shareholders. Such strategic alternatives include a merger, acquisition, share
exchange, asset purchase, or similar transaction in which our present management
will no longer be in control of our Company and our business operations will be
replaced by that of our transaction partner. We believe we would be an
attractive candidate for such a business combination due to the perceived
benefits of being a publicly registered company, thereby providing a transaction
partner access to the public marketplace to raise capital.

We have had preliminary discussions with potential business combination
partners, but have not signed a definitive agreement to engage in a strategic
transaction as of the date of this annual report. Any such business combination
and the selection of a partner for such a business combination involves certain
risks, including analyzing and selecting a business partner that is compatible
to engage in a transaction with us or has business operations that are or will
prove to be profitable. In the event we select a partner for a strategic
transaction and sign a definitive agreement to consummate such a transaction, we
will report this event on a Form 8-K to be filed with the Securities and
Exchange Commission. If we are unable to locate a suitable business combination
partner and are otherwise unable to raise additional funding, we will likely be
forced to cease business operations.

THE MARKET OPPORTUNITY

The cell phone has become a primary means of communication, especially in places
that lack the wired telecommunications infrastructure of countries like the
U.S., Canada, and Western Europe. According to the December 2006 issue of
Evolution Shift, written by David Houle, there are over 210 million active cell
phone accounts in the U.S., which has a population of about 300 million people.
In 1990, a mere 1,888,000 cell phones were sold, while in the year 2000,
52,600,000 cell phone units were sold. Houle suggests that the same growth model
is underway in developing and third world countries, citing 6 million new
subscribers a month in India and over 5 million new subscribers a month in
China. This explosive growth is having a transformational impact on the way
people communicate today.

Use of the internet is the second transformational trend that has affected the
manner in which information is shared today. The World Wide Web provides a
low-cost platform for the development and delivery of services. Leveraging both
of these emerging technologies will be a key component of our business. We
believe that the convergence of widespread cell phone use with low-cost internet
based communication systems will enable our taxi dispatch system to meet the
needs of taxi companies looking for a low-cost taxi dispatch system. In
particular, we believe that our proposed taxi dispatch system could be used cost
effectively in the Philippines and in other underdeveloped countries around the
world.

OUR COMPETITION

A number of companies offer taxi dispatch products. While some of these products
will directly compete with our proposed taxi dispatch system, these products are
sophisticated systems that target the high-end of the market, and, in
particular, taxi companies located in developed countries. These competitors
include:

1. dESCO (http://desco-soft.com/)

This company was formerly known as Coastal Computer Corporation and has been in
business for 27 years. dESCO sells a GSM-based dispatch system. They offer a
computer software system for the service industry that is generic in nature and
allows for customization by the client buying the software. dESCO's product, ESC
Service Manager, is dispatch software for small and large service companies,
including taxi businesses. The company claims to have 15,000 customers for all
its product offerings.

2. ERAYTEC INTERNATIONAL INC. (http://www.eraytech.com/)

This Taiwan based company has developed a vehicle tracking and GPS tracking
system they call the AVTS-3000. Formed in 2001, Eraytec International has annual
sales between $1 million and $2.5 million according to published online reports.

According to the company, the AVTS-3000 features GPS, GSM, GPRS functions on a
LCD graphic monitor with 16 special functions keys for communication between the
system operator and the drivers. Eraytec's system uses a call center and a
combination of voice and text messaging to communicate with the taxi drivers in
the field. Each taxi cab driver must have one of the company's graphic LCD
monitors installed in his vehicle in order to communicate with the dispatch
system operator. Eraytec is currently working with customers in Taiwan,
Indonesia, and India.

3. DIGITAL DISPATCH INC. (http://www.digital-dispatch.com/)

Digital Dispatch is a Canadian company that has been in business for over 20
years. The company sells wireless mobile data products and wireless devices, and
claims to have 75,000 wireless mobile data devices in use and nearly 200
wireless data systems installed on 4 continents. Their taxi dispatch product
offering requires the installation of a wireless mobile data device in each taxi
cab, which product the company sells in conjunction with the company's dispatch
software for use by the system operator.

4. NOMADIT (http://www.nomad-it.com/)

NomadIT is an independent software development company based in Dublin, Ireland.
They have a product available called the Nomad Taxi Dispatch System utilizing
GPRS and GSM. Each taxi needs a PDA and GPS unit to connect to the system
operator's personal computer.

5. MOBISOFT (www.mobisoft.fi/)

This company, based in Tampere, Finland, has developed a product they call
TaxiBook, a system with automatic booking and dispatch features. The system
seeks a suitable vehicle for each booking in real time. TaxiBook was designed to
work with the national cell phone network that covers the entire country of
Finland. Each taxi must install a terminal, either a fixed model or a portable
one, for communications with the system operator.

Based on our market research, we have not identified any other company that
currently offers exactly the same service that we plan to develop, if we receive
the required funding to do so. Each one of the companies listed above requires
that each taxi cab have either a portable or a fixed terminal installed in the
taxi cab to communicate with the system operator. Our system will not have that
requirement and thus will offer substantial cost savings in comparison.

OUR SOFTWARE PRODUCT

If we are able to raise sufficient financing to implement our business plan, the
taxi dispatch system that we are planning to develop will consist of server
software, call center software for dispatch, and a software program that is
downloadable to the taxi drivers' cell phones. The system will work with
software that installs and runs on the GSM mobile phone or PDAs using SMS/GPRS
protocol. Taxi drivers will be able to download our proprietary messaging
service software directly to their cell phones. Once installed, the messaging
service will allow a taxi driver to be in communication with the taxi
dispatcher/system operator without having to install any hardware in the taxi
cab.

Our product will be web-based, with product delivery and system updates done
over the internet. If we receive additional funding to commence our marketing
plan, we intend to sell the product to small taxi companies using the World Wide
Web as our primary sales and marketing tool.

HOW THE SYSTEM WORKS

The main dispatch system will reside on a server in a data center or at the taxi
company's administrative office. A software program will be installed on the
personal computer of each taxi dispatcher to allow access to the main dispatch
site. A system operator will be trained to input the data into the taxi dispatch
system. Each customer call will be logged on to the system and start the
dispatch process. The dispatcher/system operator will enter the pick-up-address
information and destination into pre-defined fields that are highlighted on his
computer monitor. Once the new request for a taxi is completed, the computer
system will prepare a SMS (Short Message Service) that will be sent to all taxi
drivers operating in the area at the time. The broadcast message will be
available only to cell phone users who are part of the network. Taxi drivers
will receive the message on their cell phones and decide whether to accept the

customer request for a taxi. Each taxi driver will be able to respond with his
personal identification code if he chooses to accept the new request for a taxi.
All responses will be sent through the taxi drivers' cell phones. The SMS server
will receive the short text messages from the taxi drivers, arrange them in the
sequence of time in which they arrived, and assign the customer request for a
taxi to the first driver who responded to the outgoing request message. The
system will then send a confirmation message to the driver assigned to handle
the customer request for a taxi. The taxi driver who receives the confirmation
message will then proceed to the location for the waiting customer. When the
taxi ride is completed, the taxi driver will send a SMS to acknowledge
completion of the task and he will enter the amount of the fare. The financial
data will be directed to the daily accounting file for record keeping purposes.

PRODUCT DESIGN AND DEVELOPMENT

For a detailed description of the planned product design and development
process, see "Taxi Dispatch System Development." Our ability to begin the
planned product design and development process is contingent on our ability to
raise adequate funding.

EARLY STAGE DEVELOPMENT

While we are in the software and web site development phase of operations, we
plan to establish an information-only web site about the Company if we receive
additional funding. Our information-only web site will offer general information
about the Company, and its products and services.

In the event we raise funds, the Directors of the Company plan to outsource the
software and web site development to an offshore company in order to save money
and to expedite the development process. Web hosting will also be contracted
out.

Also subject to receipt of additional financing, we plan to complete the system
design and the technical specifications. If we are able to enter into agreements
with software and web site development companies, we plan to have each one sign
a non-disclosure agreement that will include an acknowledgement that all
intellectual property rights remain with E-Dispatch Inc.

MARKETING & SALES STRATEGY

If we receive funding to implement our marketing plan, our marketing strategy
will be multi-faceted and designed to gain maximum exposure in the shortest
amount of time. In the Philippines, where we intend to first market our product,
we will focus our marketing efforts on developing our contacts in small towns
throughout the country. We hope to achieve extensive coverage by working in
conjunction with the economic development offices situated in provinces and
regions throughout the Philippines. They have an existing infrastructure
designed to assist small businesses in a variety of ways, including marketing
helpful products and services to them. Discussions that we have had with our
local contacts in the Philippines suggest that this may be an effective way to
spread the word about our new service to other small businesses. These offices
have an interest in helping small businesses network with interested parties.
The Philippines Center for Economic Development has many contacts that may be
helpful to our business. The main effort of our marketing strategy will be
directed at online advertising using well established programs. For example, the
Google internet search page can provide such services for internet based
companies like ours.

We plan to start by using Google Adwords to advertise our business. This program
offers a graduated advertising approach that will allow us to control the
frequency of the advertisements. The program provides the number of times the
advertisements appear and updates on how much we are spending, and grants us the
flexibility to increase or eliminate our advertising campaign at any time. The
last feature is most appealing because it means that we do not have to enter
into a long term contract, thus reducing our long term risk. The Google
advertising campaign will be monitored on a month to month basis to track
results and related costs.

SEARCH ENGINE MARKETING

In addition, we plan to install meta-tags on each of the pages of our web site.
Meta-tags are code words that reside in the hidden infrastructure of a web page
and help to highlight a web page when someone is using a search engine to find
information. For example, by including words such as "TAXI DISPATCH GPS", our

web page will appear higher on the search page results of search engines like
Google, Yahoo, AltaVista, Dogpile, and others. This approach is commonly
referred to as search engine optimization. By achieving a higher ranking in the
search page results we hope to increase the number of web visitors who come to
see our web page and decide to do business with us. We intend to undertake a
quarterly review to monitor the effectiveness of our search engine optimization
program.

MULTI-LINGUAL NEWSLETTER

The Company's Directors are fluently bilingual in Filipino and English. We hope
to take advantage of this ability by publishing a quarterly newsletter available
from our web site in both languages. We hope that this type of marketing will
help establish a strong connection with taxi cab companies and other potential
business partners throughout the Philippines.

Our personal contacts in the Philippines have already created interest in our
business idea. Once our taxi dispatch service is available, we anticipate being
able to attract and retain a sustainable client base. Unlike other products that
are a single purchase only, our taxi dispatch system will include ongoing
revenue earned from monthly support fees for system operator support, and
monthly license fees for every taxi driver using the system. This means that the
business has the potential to continue generating revenues even after our taxi
dispatch system has been installed in the field.

CUSTOMER SUPPORT

An online System Operators Training Course will be included with each system
sold to taxi companies. A similar online Taxi Drivers Customer Support program
will be available to taxi drivers. Customer Support for our taxi company
customers will be included as part of the monthly System Support Contract Fee.
Our web site will offer continuous updates to all customers at no cost.

All training courses will be conducted online using existing technology and
online web conferencing products from companies such as Glance.com. The Glance
system allows the person doing the training to control the desktop computer
screen of web site visitors who log onto the Glance network. By combining the
online conference with a digital phone call over the internet we can be in
direct contact with customers in a timely and effective manner.

TAXI DISPATCH SYSTEM DEVELOPMENT

If we receive funding to develop and deploy our taxi dispatch system, we intend
to outsource both our web site development and our product software development
in order to minimize the costs involved and to expedite the development process.
Our development plan is described below in a section by section layout in order
to identify the development stages and the estimated time to complete each
stage.

Our system will take advantage of current internet and cellular technology as
well as the increased functionality of today's cell phones, devices that are
already owned by many taxi drivers for their personal use. During the next
twelve months we expect that our Directors will contribute personally to the
success of the business by spending at least 20 to 25 hours per week on our
business.

DESIGN AND DEVELOPMENT OF OUR WEBSITE

The information only website is complete. If we receive funding, we plan to
expand our website by including demos and downloads on this website.

WEB HOSTING

We have hired a web hosting company.

SOFTWARE DESIGN

To the extent we raise capital to develop our business, we believe that our
software design process will include the following steps:

* SELECTION OF THE SOFTWARE DESIGNER: Product design will begin after
the selection of the software designer. Our plan is to use an offshore
company or individual in order to keep our costs down. Our market
research indicates that there are a suitable number of experienced
companies available that can do the work within our budget. Selection
of the independent contractor will be based on such contractor's past
experience with similar development projects. We have conducted
preliminary discussions with prospective software development firms.
* SPECIFICATIONS AND HIGH-LEVEL DESIGN: We expect to complete
specifications for the product and high level design within two months
after the selection of the software contractor. The work on the
specifications and high-level design will be in a collaborative manner
between the Directors and the software contractor.
* INFRASTRUCTURE DEVELOPMENT: This will include the purchase of two
computers that will be used as servers. One server will be used for
product development, and the other server for the online deployment of
the taxi dispatch service on the internet. We estimate that
installation of the operating system, development tools, and database
will take two weeks to complete. This work will be handled by the
software contractor. In order to keep our costs as low as possible, we
will be using open source software such as Linux as an operating
system, mySQL as a database, and C and PhP as programming languages,
all of which are available as open source products on the internet at
no cost.
* DATABASE CONFIGURATION AND DESIGN: During the development phase, we
will work on a database design that features a scalable software
application. The software contractor will be responsible for this task
while our management will be directly involved in the ongoing
supervision of the work, and benchmarking and testing of the database.
We estimate that this will take one month to complete and this work
will begin after the set-up of the development server. Security
procedures and a daily backup process will be used from the start of
the high level design work and carried forward to all aspects of the
development process.
* MAIN DISPATCH SERVER: This will be the heart of the product. The Main
Dispatch Server will handle all of the message processing, and the
message relay among the taxi drivers' cell phones, the main database,
and the system operator. The Main Dispatch Server will track all of
the transactional information and will have reporting capabilities.
Managers will be able to run sales reports on a daily, weekly,
monthly, quarterly, and annual basis. Managers will be able to review
the performance of each taxi driver, including monies received from
customers.
* SMS GATEWAY: A sophisticated communications system will be built
around the industry standard SMS communications protocol. The SMS
Gateway will be able to read SMS messages and place them in a queue.
These messages will be transmitted to and from the cell phones of the
taxi drivers, as well as to and from the Main Dispatch Server. We will
be using the cell phone company's SMS communications protocol to send
and receive messages.
* DESKTOP APPLICATIONS FOR SYSTEMS OPERATOR: The desktop applications
will reside on the dispatcher's personal computer. It will have a
section to record incoming requests for a taxi, to broadcast taxi
requests in sequential order, and to track jobs allocated and those
still waiting assignment, as well as completed jobs.
* SOFTWARE FOR CELL PHONES OR PDAS USING SMS OR GPRS PROTOCOL: This
software will be downloadable by the taxi drivers directly to their
cell phones or other mobile phone devices. The software will be
available for download from our web server, and will provide all the
functionality of our taxi dispatch system.
* TAXI DRIVER'S MODULE: This will be the area of our web site dedicated
to taxi drivers. It will feature general background information,
How-To-Download instructions, a Help section, a Frequently Asked
Questions section, and a system upgrades area.
* SYSTEM OPERATOR'S TRAINING & SUPPORT MODULE: Our product will include
an online dispatcher/system operator training module. The product
development process will include producing an online Training &
Support Manual for customers.

* DEMONSTRATION CAPABILITY: We plan to develop an online demonstration
of our taxi dispatch service that will be available on our web site.
The demonstration will feature a live demonstration at pre-arranged
times with our staff. Using temporary passwords we will be able to
duplicate a live scenario for a system operator and taxi drivers in
the field.

SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES

There are no constraints on the sources or availability of products and supplies
related to our business. We will be producing our own product, and the
distribution of our system will be over the internet.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

Our business plan and the nature of our system do not hinge on one or a few
major customers; however, if we receive funds to develop our business plan and
obtain one or more large corporate accounts, then we may end up being dependent
on one or a few major customers.

PATENT, TRADEMARK, LICENSE & FRANCHISE RESTRICTIONS AND CONTRACTUAL OBLIGATIONS
& CONCESSIONS

We have not entered into any franchise agreements or other contracts that have
given, or could give rise to, obligations or concessions. To the extent our
funding allows, we are planning to develop a software product and intend to
protect our software product with copyright and trade secrecy laws. Beyond our
trade name, we do not hold any other intellectual property.

EXISTING OR PROBABLE GOVERNMENT REGULATIONS

There are no existing government regulations, nor are we aware of any
regulations being contemplated that would adversely affect our ability to
operate.

Due to the increasing popularity and use of the internet, it is possible that a
number of laws and regulations may be adopted with respect to the internet
generally, covering issues such as user privacy, pricing, and characteristics
and quality of products and services. Similarly, the growth and development of
the market for internet commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on those companies conducting
business over the internet. The adoption of any such laws or regulations may
decrease the growth of commerce over the internet, increase our cost of doing
business, or otherwise have a harmful effect on our business.

To date, governmental regulations have not materially restricted the use or
expansion of the internet. However, the legal and regulatory environment that
pertains to the Internet is uncertain and may change. New laws may cover issues
that include:

* Sales and other taxes;
* User privacy;
* Pricing controls;
* Characteristics and quality of products and services;
* Consumer protection;
* Libel and defamation;
* Copyright, trademark and patent infringement; and
* Other claims based on the nature and content of internet materials.

These new laws may have an impact on our ability to market our services in
accordance with our business plan.

RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS

We have not incurred any costs to date but plan to undertake certain research
and development activities if we can raise the necessary capital to do so. For a
detailed description see "Taxi Dispatch System Development."

EMPLOYEES

We have commenced only limited operations; therefore, we have no employees. Our
officers and Directors provide service to us on an as-needed basis. If we
commence full operations, we will need to hire full-time management, sales and
administrative support staff.

AVAILABLE INFORMATION

Our website is located at www.edispatchinc.com. We have not yet developed our
website to provide our public filings, but our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments
to those reports that we file with the Securities and Exchange Commission, or
SEC, are available at the SEC's public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. The public may obtain information on the operation of
the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a website at www.sec.gov that contains reports, proxy and information
statements and other information regarding reporting companies free of charge.

ITEM 1A. RISK FACTORS

Much of the information included in this annual report includes or is based upon
estimates, projections or other "forward looking statements". Such forward
looking statements include any projections or estimates made by us and our
management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other "forward looking statements" involve
various risks and uncertainties as outlined below. We caution the reader that
important factors in some cases have affected, and in the future could
materially affect, actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other "forward
looking statements".

RISKS RELATING TO OUR LACK OF OPERATING HISTORY

WE HAVE A GOING CONCERN OPINION FROM OUR AUDITORS, INDICATING THE POSSIBILITY
THAT WE MAY NOT BE ABLE TO CONTINUE TO OPERATE.

The Company has incurred net losses of $68,611 for the period from July 31,
2007, (date of inception) through March 31, 2010. We anticipate generating
losses for the next 12 months. We do not anticipate generating revenues prior to
the end of 2010. Therefore, we may be unable to continue operations in the
future as a going concern. No adjustment has been made in the accompanying
financial statements to the amounts and classification of assets and liabilities
which could result should we be unable to continue as a going concern. In
addition, our independent auditors included an explanatory paragraph in their
report on the accompanying financial statements regarding concerns about our
ability to continue as a going concern.

As a result, we may not be able to obtain additional necessary funding. There
can be no assurance that we will ever achieve any revenues or profitability. The
revenue and income potential of our proposed business and operations are
unproven, and the lack of operating history makes it difficult to evaluate the
future prospects of our business. If we cannot continue as a viable entity, our
stockholders may lose some or all of their investment in the Company.

WE ARE A DEVELOPMENT STAGE COMPANY AND MAY NEVER BE ABLE TO EXECUTE OUR BUSINESS
PLAN.

We were incorporated on July 31, 2007. We currently have no products, customers,
or revenues. Although we have begun initial planning for the development of our
Taxi Dispatch System, we may not be able to execute our business plan with the
funds that we have raised and we may require additional financing in order to
establish profitable operations. Such financing, if required, may not be
forthcoming. Even if additional financing is available, it may not be available
on terms we find favorable. Failure to secure the needed additional financing
will have a very serious effect on our company's ability to survive. At this
time, there are no anticipated additional sources of funds in place.

OUR BUSINESS PLAN MAY BE UNSUCCESSFUL.

The success of our business plan is dependent on our developing our Taxi
Dispatch System. Our ability to develop this system is unproven, and the lack of
operating history makes it difficult to validate our business plan. In addition,
the success of our business plan is dependent upon the acceptance of our system
by taxi company operators. Should the target market not be as responsive as we
anticipate, we will not have in place alternate services or products that we can
offer to ensure our continuation as a going concern.

WE HAVE NO OPERATING HISTORY AND HAVE MAINTAINED LOSSES SINCE INCEPTION, WHICH
WE EXPECT WILL CONTINUE IN THE FUTURE.

Management believes that the prior investment of $50,000 by our current
stockholders will not be sufficient to commence and continue our planned
activities. We also expect to continue to incur operating losses in future
periods. These losses will occur because we do not yet have any revenues to
offset the expenses associated with the development of our planed taxi dispatch
services. We cannot guarantee that we will ever be successful in generating
revenues in the future. We recognize that if we are unable to generate revenues,
we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and we can provide investors with no assurance that we
will generate any operating revenues or ever achieve profitable operations. If
we are unsuccessful in addressing these risks, our business will most likely
fail.

AS A PUBLIC COMPANY, WE ARE SUBJECT TO NEW CORPORATE GOVERNANCE AND INTERNAL
CONTROL REPORTING REQUIREMENTS, AND OUR COSTS RELATED TO COMPLIANCE WITH, OR OUR
FAILURE TO COMPLY WITH, EXISTING AND FUTURE REQUIREMENTS COULD ADVERSELY AFFECT
OUR BUSINESS.

We may face new corporate governance requirements under the Sarbanes-Oxley Act
of 2002, as well as new rules and regulations subsequently adopted by the
Securities and Exchange Commission ("SEC") and the Public Company Accounting
Oversight Board. These laws, rules and regulations continue to evolve and may
become increasingly stringent in the future. In particular, we are required to
include management's report on internal controls in this annual report pursuant
to Section 404 of the Sarbanes-Oxley Act. Furthermore, an attestation report on
our internal controls from our independent registered public accounting firm
will be required as part of our annual report for the fiscal year ending March
31, 2011. The financial cost of compliance with these laws, rules and
regulations is expected to be substantial. We cannot assure you that we will be
able to fully comply with these laws, rules and regulations that address
corporate governance, internal control reporting and similar matters. Failure to
comply with these laws, rules and regulations could materially adversely affect
our reputation, financial condition and the value of our securities.

RISKS RELATING TO OUR BUSINESS

OUR EXECUTIVE OFFICERS AND DIRECTORS HAVE SIGNIFICANT VOTING POWER AND MAY TAKE
ACTIONS THAT MAY BE DIFFERENT THAN ACTIONS SOUGHT BY OUR OTHER STOCKHOLDERS.

Our officers and Directors hold 55.6% of the outstanding shares of our common
stock.

These stockholders will be able to exercise significant influence over all
matters requiring stockholder approval. This influence over our affairs might be
adverse to the interest of our other stockholders. In addition, this
concentration of ownership could delay or prevent a change in control and might
have an adverse effect on the market price of our common stock.

SINCE OUR OFFICERS AND DIRECTORS MAY WORK OR CONSULT FOR OTHER COMPANIES, THEIR
OTHER ACTIVITIES COULD SLOW DOWN OUR OPERATIONS.

Our officers and Directors are not required to work exclusively for us and do
not devote all of their time to our operations. Presently, our officers and
Directors allocate only a portion of their time to the operation our business.
Since our officers and Directors are currently employed full-time elsewhere,

they are able to commit to us only up to 20-25 hours a week. Therefore, it is
possible that their pursuit of other activities may slow our operations and
reduce our financial results because of the slow-down in operations.

OUR OFFICERS AND DIRECTORS ARE LOCATED IN THE PHILIPPINES.

Since all of our officers and Directors are located in the Philippines, any
attempts to enforce liabilities upon such individuals under the U.S. securities
and bankruptcy laws may be difficult.

OUR BOARD OF DIRECTORS DOES NOT INTEND TO DECLARE OR PAY ANY DIVIDENDS TO OUR
STOCKHOLDERS IN THE FORESEEABLE FUTURE.

The declaration, payment and amount of any future dividends will be made at the
discretion of our board of directors, and will depend upon, among other things,
the results of our operations, cash flows and financial condition, operating and
capital requirements, and other factors the board of directors considers
relevant. There is no plan to pay dividends in the foreseeable future, and if
dividends are paid, there can be no assurance with respect to the amount of any
such dividend.

NEVADA LAW AND OUR ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF
STOCK, WHICH SHARES MAY CAUSE SUBSTANTIAL DILUTION TO OUR EXISTING SHAREHOLDERS
AND/OR HAVE RIGHTS AND PREFERENCES GREATER THAN OUR COMMON STOCK.

Pursuant to our Articles of Incorporation, we have, as of the date of this
annual report, 100,000,000 shares of common stock authorized. As of May 10,
2010, we have 1,800,000 shares of common stock issued and outstanding. As a
result, our Board of Directors has the ability to issue a large number of
additional shares of common stock without shareholder approval, which, if
issued, could cause substantial dilution to our existing shareholders.

WE HAVE NOT ESTABLISHED A PUBLIC TRADING MARKET FOR OUR COMMON STOCK, WHICH
MAKES IT MORE DIFFICULT FOR OUR STOCKHOLDERS TO SELL THEIR COMMON STOCK.

Although we have received the symbol "EDCH" for our common stock, we have not
developed a public trading market for our common stock. No assurance can be
given that an active market will develop or that a stockholder will ever be able
to liquidate its shares of common stock without considerable delay, if at all.
Many brokerage firms may not be willing to effect transactions in the
securities. Even if a purchaser finds a broker willing to effect a transaction
in these securities, the combination of brokerage commissions, state transfer
taxes, if any, and any other selling costs may exceed the selling price.
Furthermore, our stock price may be impacted by factors that are unrelated or
disproportionate to our operating performance. These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
lack of available credit, interest rates or international currency fluctuations
may adversely affect the market price and liquidity of our common stock.

OUR COMMON STOCK MAY BE SUBJECT TO THE PENNY STOCK RULES WHICH MAY MAKE IT MORE
DIFFICULT TO SELL OUR COMMON STOCK.

The SEC has adopted regulations which generally define a "penny stock" to be any
equity security that has a market price, as defined, less than $5.00 per share
or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities may be covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors such as, institutions
with assets in excess of $5,000,000 or an individual with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with his or
her spouse. For transactions covered by this rule, the broker-dealers must make
a special suitability determination for the purchase and receive the purchaser's
written agreement of the transaction prior to the sale. Consequently, the rule
may affect the ability of broker-dealers to sell our securities and also affect
the ability of our stockholders to sell their shares in the secondary market.

RISKS RELATING TO OUR STRATEGY AND INDUSTRY

DISPATCH SYSTEMS ARE SUBJECT TO RAPID TECHNOLOGICAL CHANGE.

Our business is in an emerging market that is characterized by rapid changes in
customer requirements, frequent introductions of new and enhanced products and
services, and continuing and rapid technological advancement. To compete
successfully in the taxi dispatch market, we must continue to design, develop
and sell new and enhanced services that provide increasingly higher levels of

performance and reliability at lower cost. These new and enhanced services must
take advantage of technological advancements and changes, and respond to new
customer requirements. Our success in designing, developing, and selling such
services will depend on a variety of factors, including:

* Identifying and responding to market demand for new services;
* The scalability of our equipment platforms to efficiently deliver our
services;
* Keeping abreast of technological changes;
* Timely developing and implementing new product/service offerings and
features;
* Maintaining quality of performance;
* Providing cost-effective service and support; and
* Promoting our services and expanding our market share.

If we are unable, due to resource constraints or technological or other reasons,
to develop and introduce new or enhanced services in a timely manner, if such
new or enhanced services do not achieve sufficient market acceptance, or if such
new service introductions decrease demand for existing services, our operating
results would decline and our business would not grow.

WE ARE A SMALL COMPANY WITH LIMITED RESOURCES COMPARED TO SOME OF OUR CURRENT
AND POTENTIAL COMPETITORS AND WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AND
INCREASE MARKET SHARE. ALSO, INTENSE COMPETITION IN THE MARKETS IN WHICH WE
COMPETE COULD PREVENT US FROM INCREASING OR SUSTAINING OUR REVENUE AND PREVENT
US FROM ACHIEVING PROFITABILITY.

Most of our current and potential competitors have longer operating histories,
significantly greater resources and name recognition, and a larger base of
customers than we have. As a result, these competitors have greater credibility
with our potential customers. They also may be able to adopt more aggressive
pricing policies and devote greater resources to the development, promotion, and
sale of their products and services than we can to ours.

WE NEED TO RECRUIT AND RETAIN KEY PERSONNEL TO SUPPORT OUR SERVICES AND ONGOING
OPERATIONS.

The development of our system and the marketing of our services will continue to
place a significant strain on our limited personnel, management, and other
resources. Our future success depends upon the continued services of our
executive officers and ability to recruit other needed key employees and
contractors who have critical industry experience and relationships that we rely
on to implement our business plan. The loss of the services of any of our
officers or Directors or the lack of availability of other skilled personnel
would negatively impact our ability to develop our system products and sell our
services, which could adversely affect our financial results and impair our
growth.

BECAUSE MRS. SUAVA AND MR. MACUTAY HAVE NO EXPERIENCE IN RUNNING A COMPANY THAT
SELLS TAXI DISPATCH SYSTEMS, THEY MAY NOT BE ABLE TO SUCCESSFULLY OPERATE SUCH A
BUSINESS WHICH COULD CAUSE YOU TO LOSE YOUR INVESTMENT.

We are a start-up company and we intend to market and sell our Taxi Dispatch
System. Mrs. Suava and Mr. Macutay, our current officers, have effective control
over all decisions regarding both policy and operations of our company with no
oversight from other management. Our success is contingent upon these
individuals' ability to make appropriate business decisions in these areas. It
is possible that their lack of relevant operational experience could prevent us
from becoming a profitable business and an investor from obtaining a return on
his investment in us.

IF WE ARE UNABLE TO ATTRACT AND RETAIN THE INTEREST OF TAXI COMPANY OPERATORS,
WE WILL NOT BE SUCCESSFUL.

We will rely significantly on our ability to attract and retain the interest of
taxi company operators. We will need to continually evaluate and build our
system to keep pace with the needs of both taxi drivers and the operators of the
taxi companies. We may be unable to identify or obtain the participation of a
sufficient number of taxi companies that are interested in licensing our system,
which may decrease the potential for the growth of our business. We cannot
assure that we will be successful in signing up taxi operators to our system.
The cost of attracting these operators may be higher than we anticipate, and, as

a result, our profitability could be minimal. Similarly, if we are unable to
attract and retain the interest of taxi operators, our ability to offer our
system may decline and, which may result in failure of our system to be
commercially viable.

OUR SUCCESS DEPENDS ON INDEPENDENT CONTRACTORS TO DEVELOP OUR SYSTEM.

We intend to rely on third party independent contractors for software
development, database design, web site interface, web hosting, and for other
development functions. These third party developers may not dedicate sufficient
resources or give sufficient priority to developing our required resources.
There is no history upon which to base any assumption as to the likelihood that
we will prove successful in selecting qualified software development
contractors, and we can provide investors with no assurance that our web site
and associated databases and administrative software will be developed according
to the specifications that we require. If we are unsuccessful in addressing
these risks, our business will most likely fail.

WE MAY LOSE CUSTOMERS IF WE EXPERIENCE SYSTEM FAILURES THAT SIGNIFICANTLY
DISRUPT THE AVAILABILITY AND QUALITY OF THE SERVICES THAT WE PROVIDE.

The operation of our system will depend on our ability to avoid and mitigate any
interruptions in service or reduced capacity for customers. Interruptions in
service or performance problems, for whatever reason, could undermine confidence
in our service and cause us to lose customers or make it more difficult to
attract new ones. In addition, because our system may be critical to the
businesses of our customers, any significant interruption in service could
result in lost profits or other losses to our customers.

IF A THIRD PARTY ASSERTS THAT WE INFRINGE ITS PROPRIETARY RIGHTS, WE COULD BE
REQUIRED TO REDESIGN OUR SOFTWARE, PAY SIGNIFICANT ROYALTIES, OR ENTER INTO
LICENSE AGREEMENTS.

Although presently we are not aware of any such claims, a third party may assert
that our technology or third party technologies that we license violate its
intellectual property rights. As the number of software products in our markets
increases and the functionality of these software products further overlap, we
believe that infringement claims will become more common. Any claims against us,
regardless of their merit, could:

* Be expensive and time-consuming to defend;
* Result in negative publicity;
* Force us to stop selling our services that rely on the challenged
intellectual property;
* Require us to redesign our software products;
* Divert management's attention and our other resources; or
* Require us to enter into royalty or licensing agreements in order to
obtain the right to use necessary technologies, which may not be
available on terms acceptable to us, if at all.

We believe that any successful challenge to our use of a trademark or domain
name could substantially diminish our ability to conduct business in a
particular market or jurisdiction and thus could decrease our revenues and/or
result in losses to our business.

OUR PRODUCT WILL EMPLOY PROPRIETARY TECHNOLOGY, WHICH WILL BE DIFFICULT TO
PROTECT.

Our success and ability to compete are dependent to a significant degree on our
proprietary technology. We intend to rely on a combination of patent, trade
secret, copyright and trademark laws, together with non-disclosure agreements
and technological measures to establish and protect proprietary rights in our
proposed product. We cannot assure you that these efforts will provide
meaningful protection for our technology because:

* some foreign countries may not protect our proprietary rights as fully
as do the laws of the United States;
* if a competitor were to infringe on our proprietary rights, enforcing
our rights may be time consuming and costly, diverting management's
attention and our resources;

* measures like entering into non-disclosure and non-competition
agreements afford only limited protection;
* unauthorized and/or unidentifiable parties may attempt to copy aspects
of our products and develop similar software or to obtain and use
information that we regard as proprietary; and
* our competitors may be able to design around our intellectual property
rights or independently develop products that are substantially
equivalent or superior to our products.

THE DEMAND FOR OUR PROPOSED SOLUTION DEPENDS IN LARGE PART ON CONTINUED USE OF
TAXIS AS A MEANS OF TRANSPORTATION IN THE PHILIPPINES. A DECLINE IN DEMAND, OR A
DECREASE OR DELAY IN SPENDING BY TAXI DISPATCHERS AND TAXI OPERATORS, COULD HAVE
A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS.

We cannot assure you of the rate, or the extent to which, the taxi dispatch
market will grow, if at all. Demand for our Taxi Dispatch System will depend on
the magnitude and timing of capital spending by taxi operators. In the event of
a downturn in the use of taxis in the Philippines, taxi operators may be
required to reduce their capital expenditures, cancel or delay new developments,
or take a cautious approach to acquiring new equipment and technologies, which
could have a negative impact on our business.

ITEM 1B. UNRESOLVED STAFF COMMENTS

No applicable.

ITEM 2. PROPERTIES

EXECUTIVE OFFICES

We do not own any real property. We currently maintain our corporate office at
800 Bellevue Way, Suite 400, Bellevue, Washington, 98004. We pay monthly rent of
$150 to our landlord for use of this space. This space is sufficient until we
commence full operations.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, active, or pending legal proceeding against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation there such claim or action involves damages for more than 10% of our
current assets. There are no proceedings in which any of our company's
Directors, officers, or affiliates, or any registered or beneficial
shareholders, is an adverse party or has a material interest adverse to our
company's interest.

ITEM 4. RESERVED AND REMOVED

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR SECURITIES

As at the date of this annual report, the Company has received its trading
symbol ("EDCH") but has yet to develop a public trading market for its
securities. Our common stock is not presently traded on any market or securities
exchange, and we have not applied for listing or quotation on any public market.

HOLDERS OF OUR COMMON STOCK

On May 10, 2010 the shareholders' list of our common stock showed 34 registered
shareholders and 1,800,000 shares outstanding.

DIVIDEND POLICY

We have not paid any cash dividends on our common stock and have no present
intention of paying any dividends on the shares of our common stock. Our future
dividend policy will be determined from time to time by our Board of Directors.

RECENT SALES OF UNREGISTERED SECURITIES

There were no sales of unregistered securities during the year ended March 31,
2010.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There were no issuer purchases of its equity securities during the year ended
March 31, 2010.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with our audited
financial statements and the related notes that appear elsewhere in this annual
report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include those discussed below and
elsewhere in this annual report.

Our consolidated financial statements are stated in United States dollars and
are prepared in accordance with United States generally accepted accounting
principles.

APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.

OVERVIEW

We are a development stage company with limited operations and no revenues from
our business operations. Our auditors have issued a going concern opinion. This
means that our auditors believe there is substantial doubt as to whether we can
continue as an ongoing business for the next twelve months. We do not anticipate
that we will generate revenues until we have completed development and
deployment of our taxi dispatch system. Accordingly, we must raise cash from
sources other than our operations in order to implement our marketing plan.

In our management's opinion, there is a market need for a low-cost taxi dispatch
system. If we receive adequate funding to implement our business plan, our cell
phone-based taxi dispatch system will be predicated on a software product that
will reside on a personal computer to be used by the taxi dispatcher/system
operator. We intend for our taxi dispatch system to allow the taxi
dispatcher/system operator to receive customer phone calls and to enter requests
for taxis into the system, which will then create and send interactive text
messages to taxis that are in service advising them of the waiting customers

ACTIVITIES TO DATE

Management has completed background research on the market for a taxi dispatch
service like the one we propose, both in the Philippines and elsewhere. We have
created an information-only web site located at http://www.e-dispatchinc.com,
and a second web site called http://www.e-dispatch.net. Our information-only web
site provides general information about the company and our intended products
and services. This site will be updated as our software and services are
developed. Our website is hosted by an internet service company at a cost of
$100 a month over a three year period on a month-to-month basis with no
cancellation penalties.

PLAN OF OPERATION

Our plan of operation is to develop and deploy our taxi dispatch system. We
intend to outsource both our web site development and our product software
development in order to minimize the costs involved and to expedite the
development process. Our system will take advantage of current internet and
cellular technology as well as the increased functionality of today's cell
phones, devices that are already owned by many taxi drivers for their personal
use. See the "Business" section of this annual report for further description of
the proposed next steps in our plan of operation. However, if we are unable to
raise additional funding, we will be unable to implement our plan of operation.
Accordingly, we may be forced to discontinue our business operations or pursue
strategic alternative transactions, including a merger, acquisition, or share
exchange.

OFF BALANCE SHEET TRANSACTIONS

We have had no off balance sheet transactions.

SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment for the next twelve
months.

RESULTS OF OPERATIONS

REVENUES

We had no revenues for the period from July 31, 2007 (date of inception),
through March 31, 2010.

EXPENSES

Our expenses for the twelve month periods ended March 31, 2010 and 2009, were
$16,530 and $35,083, respectively. During the period from July 31, 2007 (date of
inception) through March 31, 2010, we have incurred expenses of $68,611. These
expenses were comprised primarily of general and administrative, and legal and
accounting expenses, as well as banking fees.

NET INCOME (LOSS)

Our net losses for the twelve-month periods ended March 31, 2010 and 2009 were
$16,530 and $35,083, respectively. During the period from July 31, 2007 (date of
inception) through March 31, 2010, we have incurred a net loss of $68,611. This
loss consisted primarily of incorporation costs, legal and accounting fees,
consulting fees, website hosting costs, and administrative expenses. Since
inception, we have sold 1,800,000 shares of common stock.

PURCHASE OR SALE OF EQUIPMENT

We do not expect to purchase or sell any plant or significant equipment.

LIQUIDITY AND CAPITAL RESOURCES

Our balance sheet as of March 31, 2010 reflects assets of $7,564 in the form of
cash and cash equivalents and prepaid expenses. Since inception, we have sold
1,800,000 shares of common stock with gross proceeds of $50,000. However, cash
resources provided from our capital formation activities have, from inception,
been insufficient to provide the working capital necessary to operate our
Company.

We anticipate we will continue to generate losses in the near term. Given our
March 31, 2010 cash balance of $7,331 and our projected operating cash
requirements, we anticipate that our existing capital resources may not be
adequate to satisfy our cash flow requirements through March 31, 2011, and we
will be required to raise capital through debt or equity financings or sell,
dispose or liquidate certain of our assets to generate cash and reduce our short
term debt obligations. There are no assurances that any of these financing
alternatives will be available to us, or if available, on terms satisfactory to
us. If we are unable to raise additional capital or generate necessary working
capital from operations, our financial position will be seriously and adversely
affected, and we will likely be forced to pursue strategic alternative
transactions, including a merger, acquisition, or share exchange or cease
business operations entirely. We currently have no agreements, arrangements, or
understandings with any person to obtain funds through bank loans, lines of
credit, or any other sources or to engage in a strategic transaction.

GOING CONCERN CONSIDERATION

Our registered independent auditors included an explanatory paragraph in their
report on the accompanying financial statements regarding concerns about our
ability to continue as a going concern. Our financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure by our registered independent auditors.

Due to this doubt about our ability to continue as a going concern, management
is open to new business opportunities which may prove more profitable to the
shareholders of E-Dispatch Inc. Historically, we have been able to raise a
limited amount of capital through private placements of our equity stock, but we
are uncertain about our continued ability to raise funds privately. Further, we
believe that our Company may have difficulties raising capital until we locate a
prospective business opportunity through which we can pursue our plan of
operation. If we are unable to secure adequate capital to implement our business
plan, our business may fail and our stockholders may lose some or all of their
investment.

Should our original business plan fail, we anticipate that the selection of a
business opportunity in which to participate will be complex and without
certainty of success. Management believes that there are numerous firms in
various industries seeking the perceived benefits of being a publicly registered
corporation. Business opportunities may be available in many different
industries and at various stages of development, all of which will make the task

of comparative investigation and analysis of such business opportunities
extremely difficult and complex. We can provide no assurance that we will be
able to locate compatible business opportunities.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the financial statements, the notes thereto, and the report
thereon, commencing on Page F-1 immediately following the text of this report,
which financial statements, notes, and report are incorporated herein by
reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

As previously disclosed on a Current Report on Form 8-K filed with the SEC on
August 7, 2009, Moore and Associates, Chartered was dismissed as our independent
accountant on August 7, 2009. On August 7, 2009, we engaged Seale and Beers,
CPAs as our new independent registered public accounting firm. As previously
disclosed on a Current Report on Form 8-K filed with the SEC on October 23,
2009, on October 18, 2009, we dismissed Seale and Beers, CPAs, which had not
provided any services to our company from the period between its engagement and
dismissal. On October 8, 2009, our Board of Directors approved the appointment
of Li & Company, PC as our independent registered public accounting firm. In
connection with each of these changes in accountants, there were no
disagreements (as that term is used in Item 304(a)(1)(iv) of Regulation S-K) or
reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

ITEM 9A(T). CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are the controls and other procedures that
are designed to provide reasonable assurance that information required to be
disclosed by the issuer in the reports that it files or submits under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including the principal executive and principal
financial officer, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure. Any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.

We have carried out an evaluation, under the supervision and with the
participation of our principal executive officer and principal financial
officer, of the effectiveness of our disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of
the fiscal year covered by this Annual Report.

Based on that evaluation, our principal executive officer and principal
financial officer have concluded that the Company's disclosure controls and
procedures were not effective as of the end of the fiscal year covered by this
Annual Report on Form 10-K for the reasons noted below in our management's
report.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:

* Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
* Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and
* Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

As of March 31, 2010, the Company's principal executive officer and principal
financial officer assessed the effectiveness of our internal control over
financial reporting based on the criteria for effective internal control over
financial reporting established in Internal Control--Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")
and SEC guidance on conducting such assessments. Based on that evaluation, he
concluded that, during the period covered by this report, such internal controls
and procedures were not effective to detect the inappropriate application of US
GAAP rules as more fully described below. This was due to deficiencies that
existed in the design or operation of our internal controls over financial
reporting that adversely affected our internal controls and that may be
considered to be material weaknesses.

The matters involving internal controls and procedures that our principal
executive officer and principal financial officer considered to be material
weaknesses under the standards of the Public Company Accounting Oversight Board
were: (1) lack of a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures; (2) inadequate
segregation of duties consistent with control objectives; and (3) ineffective
controls over period end financial disclosure and reporting processes. The
aforementioned material weaknesses were identified by our principal executive
officer and principal financial officer in connection with the audit of our
financial statements as of March 31, 2010.

Our principal executive officer and principal financial officer believes that
the material weaknesses set forth in items (2) and (3) above did not have an
effect on our financial results. However, our principal executive officer and
principal financial officer believes that the lack of a functioning audit
committee and the lack of a majority of outside directors on our board of
directors results in ineffective oversight in the establishment and monitoring
of required internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.

This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.

MANAGEMENT'S REMEDIATION INITIATIVES

In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to

appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.

We anticipate that these initiatives will be at least partially, if not fully,
implemented by March 31, 2011. Additionally, we plan to test our updated
controls and remediate our deficiencies by March 31, 2011.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There was no change in our internal controls over financial reporting that
occurred during the fiscal quarter ended March 31, 2010, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

OFFICERS AND DIRECTORS

As of March 31, 2010, our officers and Directors and their ages and positions
are as follows:

Name Age Position
---- --- --------

Roderick C. Macutay 37 President, Treasurer, and Director
Tina Suava 48 Secretary and Director

RODERICK C. MACUTAY

Mr. Roderick C. Macutay has been our President, Treasurer and a Director since
we were incorporated on July 31, 2007. Since April 2007, Mr. Macuaty has been
employed at MAXX Marketing Inc. in Pasig City, Philippines as a Creative Artist.
He is responsible for working on creative ideas and graphics for premium items
such as toys/collectibles for Jollibee, Kellogs, Nestle, Unile and other
corporate accounts. From February 2003 to April 2007, Mr. Macutay worked as a
Senior Illustrator at C&E Publishing Inc. in Quezon City, Philippines, where he
was the senior illustrator for textbooks, creating top quality illustration
artwork used for covers, spot illustrations, diagrams, CD covers, materials for
book fairs and other promotional materials. From March 2003 to September 2003,
Mr. Macutay worked as a Colorist / Illustrator for 123 Marketing Inc. in Quezon
City, where his duties included creating illustrations for stickers, children's
promotional materials and later coloring them using poster color and watercolor.
Since 2000, Mr. Macutay has also worked for M.C. Dacanay Architectural Design
Office as a freelance Architectural Renderer. Mr. Macutay is responsible for the
company's architectural presentations; coloring perspectives using acrylics and
watercolors as mediums; and he was the key designer and rendered the statues for
the Diplog Monument Project in Diplog City. From October to December 2001, Mr.
Macutay worked as a Decorative Artist/Muralist for the Meridian Development
Group. He worked on wall murals and decorative art for the kitchens, powder
rooms, master bedrooms and hallways of several condominium units. From 1998 to
2002, Mr. Macutay worked as a Background Artist for the Philippine Animation
Studios Inc. and for FIL-Cartoons Inc. His duties included preparation of
colored backdrops for the animated shows. From 1995 to 1998, he worked as an
Architectural Renderer for Tuanquin Designs and Illustrations in Quezon City.
Mr. Macutay is a graduate of the University of Santo Tomas with a Bachelor of
Fine Arts in Painting.

TINA SUAVA

Mrs. Suava has been a Director and Secretary since we were incorporated on July
31, 2007. Mrs. Suava has over 15 years computer systems experience in technical
project management, product launches, tech support, and direct customer sales.
Mrs. Suava has worked for IBM in the Philippines since the Spring of 2000, and
her current position is Project Manager. In this role, she consults with local
businesses and leads project teams in major system conversions, and assists
executive level management in defining project boundaries and in formulating
budgetary guidelines and estimates. From June 1995 to Spring 2000, Mrs. Suava
worked for Intel Philippines as an Account Manager, where she served as onsite
manager for the support of internal and external clients, providing e-Commerce
product solutions for business-to-business online auction and e-Procurement
software. Mrs. Suava first joined Intel Philippines in June of 1992 as a Senior
Customer Service Representative, and in January 1994 she was promoted to Sales &
Marketing Account Manager.

CERTAIN RELATIONSHIPS

There are no arrangements, understandings, or family relationships pursuant to
which our executive officers or Directors were selected.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Our Directors and executive officers have not been involved in any of the
following events during the past ten years:

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

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

3. being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting his
involvement in any type of business, securities or banking activities or to be
associated with any person practicing in banking or securities activities;

4. being found by a court of competent jurisdiction in a civil action, the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated;

5. being subject of, or a party to, any federal or state judicial or
administrative order, judgment decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of any federal or state
securities or commodities law or regulation, any law or regulation respecting
financial institutions or insurance companies, or any law or regulation
prohibiting mail or wire fraud or fraud in connection with any business entity;
or

6. being subject of or party to any sanction or order, not subsequently
reversed, suspended, or vacated, of any self-regulatory organization, any
registered entity or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons
associated with a member.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has not established a separately-designated standing
audit committee within the meaning of Section 3(a)(58)(A) of the Exchange Act.
Instead, the entire Board of Directors acts as the audit committee within the
meaning of Section 3(a)(58)(B) of the Exchange Act. We are seeking candidates
for outside directors to serve on a separate audit committee when we establish
one. Similarly, our Board of Directors has not established separately-designated
standing nominating or compensation committees either. Due to our small size and
limited operations and resources, it has been difficult to recruit outside
directors.

AUDIT COMMITTEE FINANCIAL EXPERT

Due to our small size and limited operations and resources, we currently do not
have an audit committee financial expert on our Board of Directors.

CODE OF ETHICS

Given our limited operations and resources and because we are in the development
stage, we have not yet adopted a code of ethics. Upon commencement of
significant operations, we intend to adopt a code of ethics that will apply to
all our officers, directors and employees.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
directors, executive officers, and stockholders holding more than 10% of our
outstanding common stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in beneficial ownership of
our common stock. Executive officers, directors and greater-than-10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file. To our knowledge, based solely on review of the
copies of such reports furnished to us for the year ended March 31, 2010, no
Section 16(a) reports required to be filed by our executive officers, directors
and greater-than-10% stockholders were not filed on a timely basis.

NOMINATIONS TO THE BOARD OF DIRECTORS

Our directors take a critical role in guiding our strategic direction and
oversee the management of the Company. Board candidates are considered based
upon various criteria, such as their broad-based business and professional
skills and experiences, a global business and social perspective, concern for
the long-term interests of the stockholders, diversity, and personal integrity
and judgment.

In addition, directors must have time available to devote to Board activities
and to enhance their knowledge in the growing business. Accordingly, we seek to
attract and retain highly qualified directors who have sufficient time to attend
to their substantial duties and responsibilities to the Company.

In carrying out its responsibilities, the Board will consider candidates
suggested by stockholders. If a stockholder wishes to formally place a
candidate's name in nomination, however, he or she must do so in accordance with
the provisions of the Company's Bylaws. Suggestions for candidates to be
evaluated by the proposed directors must be sent to the Board of Directors, c/o
E-Dispatch Inc., 800 Bellevue Way, Suite 400, Bellevue, Washington, 98004.

ITEM 11. EXECUTIVE COMPENSATION

No Director, executive officer or employee received compensation during the
fiscal year ended March 31, 2010.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

No Director, executive officer or employee had any outstanding equity awards as
of the fiscal year ended March 31, 2010.

OPTION GRANTS AND EXERCISES

There were no option grants or exercises by any of the Company's executive
officers or Directors.

EMPLOYMENT AGREEMENTS

We have not entered into employment and/or consultant agreements with our
Directors or executive officers.

COMPENSATION OF DIRECTORS

All directors receive reimbursement for reasonable out-of-pocket expenses in
attending board of directors meetings and for promoting our business. From time
to time we may engage certain members of the board of directors to perform

services on our behalf. In such cases, we compensate the members for their
services at rates no more favorable than could be obtained from unaffiliated
parties. Our Directors have not received any compensation for the fiscal year
ended March 31, 2010.

COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO THE COMPANY'S RISK
MANAGEMENT

We believe that our compensation policies and practices for our employees,
including our executive officers, do not create risks that are reasonably likely
to have a material adverse effect on our company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The Company has only one class of stock outstanding, its common stock. The table
below sets forth the number and percentage of shares of our common stock owned
as of May 10, 2010, by the following persons: (i) stockholders known to us who
own 5% or more of our outstanding shares, (ii) each of our officers and
Directors, and (iii) our officers and Directors as a group. Unless otherwise
indicated, each of the stockholders has sole voting and investment power with
respect to the shares beneficially owned.

Name and address Amount and Nature of Percentage
of Beneficial Owner Beneficial Ownership of Class(1)
------------------- -------------------- -----------

Mr. Roderick C. Macutay 500,000 27.8%
800 Bellevue Way, Suite 400
Bellevue, Washington 98004

Mrs. Tina Suava
800 Bellevue Way, Suite 400
Bellevue, Washington 98004 500,000 27.8%

All Officers and Directors as a Group 1,000,000 55.6%

----------
(1) Based on 1,800,000 shares of our common stock outstanding as of May 10,
2010.

CHANGES IN CONTROL

There are no existing arrangements that may result in a change in control of the
Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We do not have any equity compensation plans.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the transactions discussed below, we have not entered into any
transaction nor are there any proposed transactions in which any of our
Directors, executive officers, stockholders or any member of the immediate
family of any of the foregoing had or is to have a direct or indirect material
interest.

As of March 31, 2010, there is a balance owing to one of our stockholders in the
amount of $11,512. This balance is unsecured, non-interest bearing and has no
specific terms of repayment.

DIRECTOR INDEPENDENCE

During the year ended March 31, 2010, we did not have any independent directors
on our board. We evaluate independence by the standards for director
independence established by applicable laws, rules, and listing standards

including, without limitation, the standards for independent directors
established by The New York Stock Exchange, Inc., The NASDAQ National Market,
and the SEC.

Subject to some exceptions, these standards generally provide that a director
will not be independent if (a) the director is, or in the past three years has
been, an employee of ours; (b) a member of the director's immediate family is,
or in the past three years has been, an executive officer of ours; (c) the
director or a member of the director's immediate family has received more than
$120,000 per year in direct compensation from us other than for service as a
director (or for a family member, as a non-executive employee); (d) the director
or a member of the director's immediate family is, or in the past three years
has been, employed in a professional capacity by our independent public
accountants, or has worked for such firm in any capacity on our audit; (e) the
director or a member of the director's immediate family is, or in the past three
years has been, employed as an executive officer of a company where one of our
executive officers serves on the compensation committee; or (f) the director or
a member of the director's immediate family is an executive officer of a company
that makes payments to, or receives payments from, us in an amount which, in any
twelve-month period during the past three years, exceeds the greater of
$1,000,000 or two percent of that other company's consolidated gross revenues.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table shows the fees paid or accrued by us for the audit and other
services provided by Moore and Associates, Chartered, the Company's independent
registered public accounting firm for fiscal year 2009 and for fiscal year 2010
until August 7, 2009 for the fiscal periods shown:

2010 2009
------ ------
Audit Fees $ -- $3,500
Audit - Related Fees 1,500 4,500
Tax Fees -- --
All Other Fees -- --
------ ------
Total $1,500 $8,000
====== ======

On August 7, 2009, we engaged Seale and Beers, CPAs as our new independent
registered public accounting firm. On October 18, 2009, we dismissed Seale and
Beers, CPAs, which had not provided any services or billed any fees to our
company from the period between its engagement and dismissal. On October 8,
2009, our Board of Directors approved the appointment of Li & Company, PC as our
independent registered public accounting firm. The following table shows the
fees paid or accrued by us for the audit and other services provided by Li &
Company, PC, the Company's independent registered public accounting firm since
October 8, 2009 for the fiscal period shown:

2010
------
Audit Fees(1) $6,500
Audit - Related Fees --
Tax Fees --
All Other Fees --
------
Total $6,500
======
----------
(1) The registration of the Company's prior auditor, Moore and Associates,
Chartered, under the Public Company Accounting Oversight Board was revoked
on August 27, 2009. As a result, the audit opinion of Moore and Associates
for fiscal year 2009 has been rendered invalid. Accordingly, amounts
included in Audit Fees include amounts paid or accrued by us in fiscal 2010
for the audit of both fiscal years 2009 and 2010 by Li & Company, PC.

Audit fees consist of fees billed for professional services rendered for the
audit of our financial statements and review of the interim financial statements
included in quarterly reports and services that are normally provided by the
above auditors in connection with statutory and regulatory fillings or
engagements.

In the absence of a formal standing audit committee, the full Board of Directors
pre-approves all audit and non-audit services to be performed by the independent
registered public accounting firm in accordance with the rules and regulations

promulgated under the Exchange Act. The Board of Directors pre-approved 100% of
the audit, audit-related and tax services performed by the independent
registered public accounting firms in fiscal 2009 and 2010. The percentage of
hours expended on the respective principal accountants' engagement to audit the
Company's financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the respective principal
accountants' full-time, permanent employees was 0%.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Description
------- -----------

3.1 Articles of Incorporation of Registrant(1)
3.2 Bylaws of Registrant(1)
4.1 Specimen Common Stock Certificate(1)
16.1 Letter from Moore and Associates, Chartered, dated August 7, 2009 (2)
16.1(a) Letter from Moore and Associates, Chartered, dated September 1, 2009
(3)
16.2 Letter from Seale and Beers, CPAs, dated October 19, 2009 (4)
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
and Rule 15d-14(a), promulgated under the Securities Exchange Act of
1934, as amended
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
and Rule 15d-14(a), promulgated under the Securities Exchange Act of
1934, as amended
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002

----------
(1) Attached as an exhibit to our Registration Statement on Form S-1 originally
filed with the SEC on May 28, 2008, and incorporated herein by reference.
(2) Attached as Exhibit 16.1 to our Current Report on Form 8-K originally filed
with the SEC on August 7, 2009, and incorporated herein by reference.
(3) Attached as Exhibit 16.1 to our Current Report on Form 8-K/A originally
filed with the SEC on September 2, 2009, and incorporated herein by
reference.
(4) Attached as Exhibit 16.1 to our Current Report on From 8-K originally filed
with the SEC on October 23, 2009, and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

E-DISPATCH INC.

May 10, 2010 By: /s/ Roderick Macutay
----------------------------------
Roderick Macutay
President, Treasurer, and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant in
the capacities and on the dates indicated.

Signature Capacity Date
--------- -------- ----

/s/ Roderick Macutay President, Treasurer, and Director May 10, 2010
----------------------------- (Principal Executive Officer,
Roderick Macutay Financial Officer, and
Principal Accounting Officer)

/s/ Tina Suava Secretary and Director May 10, 2010
-----------------------------
Tina Suava

E-DISPATCH INC.

(A DEVELOPMENT STAGE COMPANY)

March 31, 2010 and 2009

INDEX TO FINANCIAL STATEMENTS

Contents Page(s)
-------- -------

Report of Independent Registered Public Accounting Firm.................... F-2

Balance Sheets at March 31, 2010 and 2009.................................. F-3

Statements of Operations for the fiscal years ended March 31, 2010 and
2009 for the Period of July 31, 2007 (Inception) through March 31, 2010.... F-4

Statement of Stockholders' Equity (Deficit) for the Period from
July 31, 2007 (Inception) through March 31, 2010........................... F-5

Statements of Cash Flows for the fiscal years ended March 31, 2010 and
2009 for the Period from July 31, 2007 (Inception) through March 31, 2010.. F-6

Notes to the Financial Statements.......................................... F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
E-Dispatch Inc.
(A development stage company)
Bellevue, Washington

We have audited the accompanying balance sheets of E-Dispatch Inc. (a
development stage company) (the "Company") as of March 31, 2010 and 2009 and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the fiscal years then ended and for the period from July 31, 2007
(inception) through March 31, 2010. 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 audit.

We conducted our audits in accordance with the 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. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides 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 the Company as of March 31,
2010 and 2009 and the results of its operations and its cash flows for the
fiscal years then ended and for the period from July 31, 2007 (inception)
through March 31, 2010 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 3 to the
financial statements, the Company had a negative working capital and a deficit
accumulated during the development stage at March 31, 2010 and had a net loss
and cash used in operations for the fiscal year then ended. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Li & Company, PC
--------------------------------
Li & Company, PC

Skillman, New Jersey
May 10, 2010

F-2

E-Dispatch Inc.
(A Development Stage Company)
Balance Sheets

March 31, March 31,
2010 2009
-------- --------

Assets

Current Assets
Cash $ 7,331 $ 7,681
Prepaid expenses 233 974
-------- --------

Total Current Assets 7,564 8,655
-------- --------

Total Assets $ 7,564 $ 8,655
======== ========

Liabilities and Stockholders' Deficit

Liabilities

Current Liabilities
Accounts payable and accrued liabilities $ 14,663 $ 9,063
Due to related party 11,512 1,673
-------- --------

Total Current Liabilities 26,175 10,736
-------- --------

Total Liabilities 26,175 10,736
-------- --------
Stockholders' Deficit
Common stock, $0.001 par value; 100,000,000 shares authorized;
1,800,000 shares issued and outstanding 1,800 1,800
Additional paid in capital 48,200 48,200
Deficit accumulated during the development stage (68,611) (52,081)
-------- --------

Total Stockholders' Deficit (18,611) (2,081)
-------- --------

Total Liabilities and Stockholders' Deficit $ 7,564 $ 8,655
======== ========

See accompanying notes to the financial statements

F-3

E-Dispatch Inc.
(A Development Stage Company)
Statements of Operations

Period from
July 31, 2007
Year-ended Year-ended (Inception) to
March 31, March 31, March 31,
2010 2009 2010
----------- ----------- -----------

Revenue $ -- $ -- $ --
----------- ----------- -----------
Expenses
Legal and accounting 12,163 26,562 51,725
Web design -- -- 2,500
General and administrative 4,367 8,521 14,386
----------- ----------- -----------
Total expenses 16,530 35,083 68,611

Provision for income taxes -- -- --
----------- ----------- -----------

Net Loss $ (16,530) $ (35,083) $ (68,611)
=========== =========== ===========

Net loss per common share -
basic and diluted $ (0.01) $ (0.02)
=========== ===========
Weighted average number of common shares outstanding -
basic and diluted 1,800,000 1,800,000
=========== ===========

See accompanying notes to the financial statements

F-4

E-Dispatch Inc.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
For the period from July 31, 2007 (Inception) to March 31, 2010

Deficit
Accumulated
Additional During the
Common Stock Paid in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----

Balance, July 31, 2007 (inception) -- $ -- $ -- $ -- $ --

Shares issued to founder on July 31, 2007
at $0.01 per share 1,000,000 1,000 9,000 10,000

Private placement on November 23, 2007 at
$0.05 per share 800,000 800 39,200 40,000

Net loss (16,998) (16,998)
---------- ------- ------- -------- --------
Balance, March 31, 2008 1,800,000 1,800 48,200 (16,998) 33,002

Net loss (35,083) (35,083)
---------- ------- ------- -------- --------

Balance, March 31, 2009 1,800,000 1,800 48,200 (52,081) (2,081)

Net loss (16,530) (16,530)
---------- ------- ------- -------- --------

Balance, March 31, 2010 1,800,000 $ 1,800 $48,200 $(68,611) $(18,611)
========== ======= ======= ======== ========

See accompanying notes to the financial statements

F-5

E-Dispatch Inc.
(A Development Stage Company)
Statements of Cash Flows

Period from
July 31, 2007
Year-ended Year-ended (Inception) to
March 31, March 31, March 31,
2010 2009 2010
-------- -------- --------

Cash Flows From Operating Activities:
Net loss $(16,530) $(35,083) $(68,611)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses 741 (974) (233)
Increase in accounts payable and accrued liabilities 5,600 3,563 14,663
-------- -------- --------

Net cash used in operating activities (10,189) (32,494) (54,181)
-------- -------- --------
Cash Flows From Financing Activities:
Increase in due to stockholder 9,839 325 11,512
Proceeds from sale of common stock -- -- 50,000
-------- -------- --------

Net cash provided by financing activities 9,839 325 61,512
-------- -------- --------

Increase (decrease) in cash (350) (32,169) 7,331

Cash at beginning of period 7,681 39,850 --
-------- -------- --------

Cash at end of period $ 7,331 $ 7,681 $ 7,331
======== ======== ========

See accompanying notes to the financial statements

F-6

E-Dispatch Inc.
(A Development Stage Company)
March 31, 2010 and 2009
Notes to Financial Statements

NOTE 1 - ORGANIZATION AND OPERATIONS

E-Dispatch Inc. ("the Company"), a development stage company, was incorporated
on July 31, 2007 under the laws of the State of Nevada. Initial operations have
included organization and incorporation, target market identification, new
product development, marketing plans, and capital formation. A substantial
portion of the Company's activities has involved developing a business plan and
establishing contacts and visibility in the marketplace. The Company has not
generated any revenues since inception. The Company plans to engage in cell
phone based taxi dispatch systems.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company's financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S.
GAAP").

DEVELOPMENT STAGE COMPANY

The Company is a development stage company as defined by section 810-10-20 of
the FASB Accounting Standards Codification. The Company is still devoting
substantially all of its efforts on establishing the business and its planned
principal operations have not commenced. All losses accumulated since inception
have been considered as part of the Company's exploration stage activities.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles of the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.

FISCAL YEAR END

The Company elected March 31 as its fiscal year ending date.

CASH EQUIVALENTS

The Company considers all highly liquid investments with maturities of three
months or less at the time of purchase to be cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph
820-10-35-37") to measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in accounting
principles generally accepted in the United States of America (U.S. GAAP), and
expands disclosures about fair value measurements. To increase consistency and
comparability in fair value measurements and related disclosures, Paragraph
820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to
valuation techniques used to measure fair value into three (3) broad levels. The
fair value hierarchy gives the highest priority to quoted prices (unadjusted) in

F-7

active markets for identical assets or liabilities and the lowest priority to
unobservable inputs. The three (3) levels of fair value hierarchy defined by
Paragraph 820-10-35-37 are described below:

Level 1 Quoted market prices available in active markets for identical assets or
liabilities as of the reporting date.

Level 2 Pricing inputs other than quoted prices in active markets included in
Level 1, which are either directly or indirectly observable as of the
reporting date.

Level 3 Pricing inputs that are generally observable inputs and not corroborated
by market data.

The carrying amounts of the Company's financial assets and liabilities, such as
cash, prepaid expenses, accounts payable and accrued liabilities, approximate
their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a
recurring or a non-recurring basis, consequently, the Company did not have any
fair value adjustments for assets and liabilities measured at fair value at
March 31, 2010 and 2009, nor gains or losses are reported in the statement of
operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at the reporting date for
the interim period ended March 31, 2010 and 2009.

REVENUE RECOGNITION

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition. The Company will recognize revenue when it
is realized or realizable and earned. The Company considers revenue realized or
realizable and earned when all of the following criteria are met: (i) persuasive
evidence of an arrangement exists, (ii) the product has been shipped or the
services have been rendered to the customer, (iii) the sales price is fixed or
determinable, and (iv) collectability is reasonably assured.

INCOME TAXES

The Company follows Section 740-10-30 of the FASB Accounting Standards
Codification, which requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax assets
and liabilities are based on the differences between the financial statement and
tax bases of assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse. Deferred tax assets are
reduced by a valuation allowance to the extent management concludes it is more
likely than not that the assets will not be realized. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the Statements of Operations in the period
that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards
Codification ("Section 740-10-25"). Section 740-10-25 addresses the
determination of whether tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements. Under Section 740-10-25,
the Company may recognize the tax benefit from an uncertain tax position only if
it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than
fifty percent (50%) likelihood of being realized upon ultimate settlement.
Section 740-10-25 also provides guidance on de-recognition, classification,
interest and penalties on income taxes, accounting in interim periods and
requires increased disclosures. The Company had no material adjustments to its
liabilities for unrecognized income tax benefits according to the provisions of
Section 740-10-25.

NET LOSS PER COMMON SHARE

Net loss per common share is computed pursuant to section 260-10-45 of the FASB
Accounting Standards Codification. Basic net loss per share is computed by
dividing net loss by the weighted average number of shares of common stock
outstanding during the period. Diluted net loss per share is computed by

F-8

dividing net loss by the weighted average number of shares of common stock and
potentially outstanding shares of common stock during each period. There were no
potentially dilutive shares outstanding as of March 31, 2010 and 2009.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2003, the Securities and Exchange Commission ("SEC") adopted final rules
under Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"), as amended
by SEC Release No. 33-9072 on October 13, 2009. Commencing with its annual
report for the fiscal year ending March 31, 2011, the Company will be required
to include a report of management on its internal control over financial
reporting. The internal control report must include a statement

Of management's responsibility for establishing and maintaining adequate
internal control over its financial reporting;

Of management's assessment of the effectiveness of its internal control over
financial reporting as of year end; and

Of the framework used by management to evaluate the effectiveness of the
Company's internal control over financial reporting.

Furthermore, it is required to file the auditor's attestation report separately
on the Company's internal control over financial reporting on whether it
believes that the Company has maintained, in all material respects, effective
internal control over financial reporting.

In June 2009, the FASB approved the "FASB Accounting Standards Codification"
(the "Codification") as the single source of authoritative nongovernmental U.S.
GAAP to be launched on July 1, 2009. The Codification does not change current
U.S. GAAP, but is intended to simplify user access to all authoritative U.S.
GAAP by providing all the authoritative literature related to a particular topic
in one place. All existing accounting standard documents will be superseded and
all other accounting literature not included in the Codification will be
considered non-authoritative. The Codification is effective for interim and
annual periods ending after September 15, 2009.

In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-04
"ACCOUNTING FOR REDEEMABLE EQUITY INSTRUMENTS - AMENDMENT TO SECTION 480-10-S99"
which represents an update to section 480-10-S99, distinguishing liabilities
from equity, per EITF Topic D-98, CLASSIFICATION AND MEASUREMENT OF REDEEMABLE
SECURITIES. The Company does not expect the adoption of this update to have a
material impact on its consolidated financial position, results of operations or
cash flows.

In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-05
"FAIR VALUE MEASUREMENT AND DISCLOSURES TOPIC 820 - MEASURING LIABILITIES AT
FAIR VALUE", which provides amendments to subtopic 820-10, Fair Value
Measurements and Disclosures - Overall, for the fair value measurement of
liabilities. This update provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using one or more of the
following techniques: 1. A valuation technique that uses: a. The quoted price of
the identical liability when traded as an asset b. Quoted prices for similar
liabilities or similar liabilities when traded as assets. 2. Another valuation
technique that is consistent with the principles of topic 820; two examples
would be an income approach, such as a present value technique, or a market
approach, such as a technique that is based on the amount at the measurement
date that the reporting entity would pay to transfer the identical liability or
would receive to enter into the identical liability. The amendments in this
update also clarify that when estimating the fair value of a liability, a
reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability. The amendments in this update also clarify that both
a quoted price in an active market for the identical liability when traded as an
asset in an active market when no adjustments to the quoted price of the asset
are required are Level 1 fair value measurements. The Company does not expect
the adoption of this update to have a material impact on its consolidated
financial position, results of operations or cash flows.

In September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-08 "EARNINGS PER SHARE - AMENDMENTS TO SECTION 260-10-S99 , which
represents technical corrections to topic 260-10-S99, Earnings per share, based
on EITF Topic D-53, COMPUTATION OF EARNINGS PER SHARE FOR A PERIOD THAT INCLUDES

F-9

A REDEMPTION OR AN INDUCED CONVERSION OF A PORTION OF A CLASS OF PREFERRED STOCK
and EITF Topic D-42, THE EFFECT OF THE CALCULATION OF EARNINGS PER SHARE FOR THE
REDEMPTION OR INDUCED CONVERSION OF PREFERRED STOCK. The Company does not expect
the adoption of this update to have a material impact on its consolidated
financial position, results of operations or cash flows.

In September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-09 "ACCOUNTING FOR INVESTMENTS-EQUITY METHOD AND JOINT VENTURES AND
ACCOUNTING FOR EQUITY-BASED PAYMENTS TO NON-EMPLOYEES". This update represents a
correction to Section 323-10-S99-4, ACCOUNTING BY AN INVESTOR FOR STOCK-BASED
COMPENSATION GRANTED TO EMPLOYEES OF AN EQUITY METHOD INVESTEE. Additionally, it
adds observer comment ACCOUNTING RECOGNITION FOR CERTAIN TRANSACTIONS INVOLVING
EQUITY INSTRUMENTS GRANTED TO OTHER THAN EMPLOYEES to the Codification. The
Company does not expect the adoption to have a material impact on its
consolidated financial position, results of operations or cash flows.

In September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-12 "FAIR VALUE MEASUREMENTS AND DISCLOSURES TOPIC 820 - INVESTMENT IN
CERTAIN ENTITIES THAT CALCULATE NET ASSETS VALUE PER SHARE (OR ITS EQUIVALENT)",
which provides amendments to Subtopic 820-10, Fair Value Measurements and
Disclosures-Overall, for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). The
amendments in this update permit, as a practical expedient, a reporting entity
to measure the fair value of an investment that is within the scope of the
amendments in this update on the basis of the net asset value per share of the
investment (or its equivalent) if the net asset value of the investment (or its
equivalent) is calculated in a manner consistent with the measurement principles
of Topic 946 as of the reporting entity's measurement date, including
measurement of all or substantially all of the underlying investments of the
investee in accordance with Topic 820. The amendments in this update also
require disclosures by major category of investment about the attributes of
investments within the scope of the amendments in this update, such as the
nature of any restrictions on the investor's ability to redeem its investments a
the measurement date, any unfunded commitments (for example, a contractual
commitment by the investor to invest a specified amount of additional capital at
a future date to fund investments that will be make by the investee), and the
investment strategies of the investees. The major category of investment is
required to be determined on the basis of the nature and risks of the investment
in a manner consistent with the guidance for major security types in U.S. GAAP
on investments in debt and equity securities in paragraph 320-10-50-1B. The
disclosures are required for all investments within the scope of the amendments
in this update regardless of whether the fair value of the investment is
measured using the practical expedient. The Company does not expect the adoption
to have a material impact on its consolidated financial position, results of
operations or cash flows.

In January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-01 "EQUITY TOPIC 505 - ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS WITH
COMPONENTS OF STOCK AND CASH", which clarify that the stock portion of a
distribution to shareholders that allows them to elect to receive cash or stock
with a potential limitation on the total amount of cash that all shareholders
can elect to receive in the aggregate is considered a share issuance that is
reflected in EPS prospectively and is not a stock dividend for purposes of
applying Topics 505 and 260 (Equity and Earnings Per Share ("EPS")). Those
distributions should be accounted for and included in EPS calculations in
accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the
FASB Accounting Standards codification. The amendments in this Update also
provide a technical correction to the Accounting Standards Codification. The
correction moves guidance that was previously included in the Overview and
Background Section to the definition of a stock dividend in the Master Glossary.
That guidance indicates that a stock dividend takes nothing from the property of
the corporation and adds nothing to the interests of the stockholders. It also
indicates that the proportional interest of each shareholder remains the same,
and is a key factor to consider in determining whether a distribution is a stock
dividend.

In January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-02 "CONSOLIDATION TOPIC 810 - ACCOUNTING AND REPORTING FOR DECREASES IN
OWNERSHIP OF A SUBSIDIARY - A SCOPE CLARIFICATION", which provides amendments to
Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope
of the decrease in ownership provisions of the Subtopic and related guidance
applies to the following:

1. A subsidiary or group of assets that is a business or nonprofit
activity

F-10

2. A subsidiary that is a business or nonprofit activity that is
transferred to an equity method investee or joint venture
3. An exchange of a group of assets that constitutes a business or
nonprofit activity for a noncontrolling interest in an entity
(including an equity method investee or joint venture).

The amendments in this Update also clarify that the decrease in ownership
guidance in Subtopic 810-10 does not apply to the following transactions even if
they involve businesses:

1. Sales of in substance real estate. Entities should apply the sale of
real estate guidance in Subtopics 360-20 (Property, Plant, and
Equipment) and 976-605 (Retail/Land) to such transactions.
2. Conveyances of oil and gas mineral rights. Entities should apply the
mineral property conveyance and related transactions guidance in
Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such
transactions.

If a decrease in ownership occurs in a subsidiary that is not a business or
nonprofit activity, an entity first needs to consider whether the substance of
the transaction causing the decrease in ownership is addressed in other U.S.
GAAP, such as transfers of financial assets, revenue recognition, exchanges of
nonmonetary assets, sales of in substance real estate, or conveyances of oil and
gas mineral rights, and apply that guidance as applicable. If no other guidance
exists, an entity should apply the guidance in Subtopic 810-10.

Management does not believe that any other recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying consolidated financial statements.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As reflected in the accompanying
financial statements, the Company had a deficit accumulated during the
development stage of $68,611 at March 31, 2010, a net loss from operations of
$16,530 and net cash used in operations of $10,189 for the fiscal year then
ended, respectively.

While the Company is attempting to generate sufficient revenues, the Company's
cash position may not be enough to support the Company's daily operations.
Management intends to raise additional funds by way of a public or private
offering. Management believes that the actions presently being taken to further
implement its business plan and generate sufficient revenues provide the
opportunity for the Company to continue as a going concern. While the Company
believes in the viability of its strategy to increase revenues and in its
ability to raise additional funds, there can be no assurances to that effect.
The ability of the Company to continue as a going concern is dependent upon the
Company's ability to further implement its business plan and generate sufficient
revenues.

The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.

NOTE 4 - DUE TO RELATED PARTY

The amount owing to stockholder is unsecured, non-interest bearing and due on
demand.

NOTE 5 - CAPITAL STOCK

Common Shares - Authorized

The company has 100,000,000 common shares authorized at a par value of $0.001
per share.

Common Shares - Issued and Outstanding

During the fiscal year ended March 31, 2008, the company issued 1,800,000 common
shares for total proceeds of $50,000.

F-11

NOTE 6 - INCOME TAXES

DEFERRED TAX ASSETS

At March 31, 2010, the Company had net operating loss ("NOL") carry-forwards for
Federal income tax purposes of $68,661 that may be offset against future taxable
income through 2030. No tax benefit has been reported with respect to these net
operating loss carry-forwards in the accompanying financial statements because
the Company believes that the realization of the Company's net deferred tax
assets of approximately $23,328 was not considered more likely than not and
accordingly, the potential tax benefits of the net loss carry-forwards are fully
offset by a valuation allowance of $23,328.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.
The Company has provided a full valuation allowance on the deferred tax assets
because of the uncertainty regarding its realizability. The valuation allowance
increased approximately $5,620 and $11,928 for the fiscal years ended March 31,
2010 and 2009, respectively.

Components of deferred tax assets at March 31, 2010 and 2009 are as follows:

March 31, March 31,
2010 2009
-------- --------

Net deferred tax assets - Non-current:
Expected income tax benefit from NOL carry-forwards $ 23,328 $ 17,708
Less valuation allowance (23,328) (17,708)

Deferred tax assets, net of valuation allowance $ -- $ --

Income taxes in the statements of operations

A reconciliation of the federal statutory income tax rate and the effective
income tax rate as a percentage of income before income taxes is as follows:

For the For the Period
Fiscal Year from June 18, 2008
Ended through
March 31, March 31,
2010 2009
-------- --------

Federal statutory income tax rate 34.0% 34.0%
Change in valuation allowance on net operating
loss carry-forwards (34.0)% (34.0)
Effective income tax rate 0.0% 0.0%

NOTE 7 - SUBSEQUENT EVENTS

The Company has evaluated all events that occur after the balance sheet date of
March 31, 2010 through January May 10, 2010, the date when the financial
statements were issued to determine if they must be reported. The Management of
the Company determined that there were no reportable subsequent events to be
disclosed.

F-1

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FIRST CHINA PHARMACEUTICAL GROUP, INC. Reports

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