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

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

For the transition period from ___________ to ______________

eCrypt Technologies, Inc.

 (Exact name of registrant as specified in its charter)

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

None

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

Common Stock, no par value

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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. [X] Yes [  ] No

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not  contained herein, and will not be contained, to the best of the 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 check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and

smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange 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 the last business day of the registrant’s most recently completed second fiscal quarter. $12,600,461.

As of June 30, 2010, the Company had 133,558,671 shares issued and outstanding.

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PART I

ITEM 1.

BUSINESS.

Overview

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

Principal Products

eCrypt’s primary business focus is on information security solutions which assist individuals and entities in securely transmitting, storing, and accessing information.  The Company’s business operations are oriented around the development and sale of encryption software.  To date the Company has earned limited revenue. The Company believes the majority of its revenues will be derived from software sales, both pre-packaged software and custom developed software.  Initially, the Company’s business operations were also focused on the provision of Managed Communication Network Services (“MCNS”) and Information Technology (“IT”) consulting services.  However, due to the lack of demand for these services, the Company has discontinued offering MCNS and IT consulting services as part of its business operations.

Currently, eCrypt develops and sells device-based encryption and security software for Personal Digital Assistants (“PDAs”), wireless handheld devices, laptop and desktop computers, pocket computers, cellular phones, smartphones, and other file storage devices. The Company has developed, and is now selling via its eCommerce website, its flagship product, recently renamed eCrypt Mobile Mail Privacy, encryption software for email on BlackBerry® smartphones; as of March 31, 2010, the Company had not earned any revenue from sales of eCrypt Mobile Mail Privacy. The Company is also in the process of preparing for the launch of the next generation version of eCrypt Mobile Mail Privacy, named eCrypt Pro Mobile Mail Privacy.  

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

Growth and Development

In furtherance of the Company’s business operations, as discussed in more detail below, the Company entered into an OEM License Agreement with Certicom  Corp. for the development of eCrypt Mobile Mail Privacy, and entered into and subsequently renewed a BlackBerry® ISV (Independent Software Vendor) Alliance Agreement with Research In Motion (“RIM”).

Certicom OEM

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Effective January 31, 2008, eCrypt entered into an OEM License Agreement (the “OEM License Agreement”) with Certicom Corp., a cryptography company specializing in public key infrastructure implementations, device security, anti-counterfeiting, product authentication, asset management, and fixed-mobile convergence.  Pursuant to the OEM License Agreement, eCrypt was granted a worldwide, non-exclusive, non-transferable license to develop a software product which combines eCrypt’s software with Certicom’s software, Security Builder Crypto-C for RIM, Version 3.2, as compiled within the Research in Motion Crypto API (“Security Builder”).  Additionally, through the OEM License Agreement eCrypt was granted a license to reproduce and use the object code of the libraries, sample code, and other items specifically designated as “runtime” in Security Builder for distribution purposes.  Under the terms of the OEM License Agreement, eCrypt was required to pay Certicom a production fee of $1.00 per unit for each application sold by eCrypt, with an initial $10,000 production fee for the first 10,000 units having been paid upon execution of the OEM License Agreement.  The term of the OEM License Agreement was three (3) years.  Subsequent to the entry into the OEM License Agreement, on March 24, 2009 Certicom Corp. was acquired by RIM, and consequently all license agreements entered into with Certicom for RIM APIs were dissolved and access to RIM’s Crypto APIs is now provided to BlackBerry® Alliance Members free of charge.  No further fees or reporting is required.  

The foregoing description of the OEM License Agreement does not purport to be complete and is qualified in its entirety by reference to the OEM License Agreement which was filed as Exhibit 10.1 to the Company’s Form 10 registration statement filed with the Securities and Exchange Commission on November 11, 2008.

BlackBerry® ISV with RIM

Effective April 2, 2008, eCrypt entered into an initial BlackBerry® Alliance Program – Master Alliance Agreement and joined the BlackBerry® Alliance Program with RIM, a leading designer, manufacturer, and marketer of wireless solutions for the worldwide mobile communications market.  On February 3, 2010 eCrypt renewed its Membership in the BlackBerry® Alliance Program as an Associate Member for an additional one (1) year term.  eCrypt is part of the BlackBerry® Independent Software Vendor (ISV) Alliance Program (the “Alliance Program”).  The Alliance Program is intended to provide certain support to members who are interested in integrating marketable third party applications for BlackBerry® wireless handheld devices.  As a BlackBerry® ISV Alliance Member™, eCrypt receives resources, support and tools from RIM needed to develop and sell software applications for BlackBerry® smartphone users.

On September 23, 2009, RIM launched the new BlackBerry® Alliance Program.  The newest addition to the Alliance Program is a paid tiered member system with a rewards program to encourage participation. The new point system offers members points for active involvement in the program.  As a member’s points increase the member is then rewarded with greater access to RIM tools and resources.  As an Associate Member the Company is required to achieve 45 Member Points within the membership year.  Points can be earned by completing various activities such as attending BlackBerry® events, submitting Case Studies, and promoting its BlackBerry® Alliance Membership.

As an Associate Member, some of the benefits realized by the Company through its participation in the Alliance Program include, but are not limited to: i) access to resources to facilitate the sale of applications and professional services to the BlackBerry® user community; ii) access to BlackBerry® Tools & SDKs (Software Development Kit (aka "devkit") is typically a set of development tools that allows for the creation of applications for a certain software package, software framework, hardware platform, computer system, video game console, operating system, or similar platform; iii) ability to participate in BlackBerry® Web Signals and BlackBerry® Push APIs (Application Programming Interface - applications designed to facilitate interaction between different software programs; An API is implemented by an application, library or operating system to determine their vocabularies and calling conventions, and is used to access their services); iv) access to BlackBerry® Internet Service-B Connectivity; v) free Code Signing Keys for

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Controlled APIs; vi) enhanced access to the Developer Issue Tracker; vii) participation in BlackBerry® Developer Forums; viii) BlackBerry® Developer Newsletter; ix) BlackBerry® Partner Newsletter; x) access to brand guidelines and the use of the BlackBerry® Alliance Associate Member logo; xi) complimentary listing in the BlackBerry® Solutions Catalog; approval for using BlackBerry® in Google® AdWords; xii)  ability to produce co-branded sales and marketing collateral; xiii) ability to post online applications to the Mobile Solutions Center a RIM Internal portal for application demos and trials to various RIM channels; xiv) email support for sales related inquiries; and xv) ability to resell Technical Support Services and BlackBerry® Training Services through authorized distributors.

Research and Development

Over the next twelve (12) months, eCrypt plans to continue developing new products and existing product enhancements and strengthening strategic alliances.  In particular, eCrypt plans to launch the second generation version of its flagship product, eCrypt Mobile Mail Privacy, and commence development of additional language support for both versions of eCrypt Mobile Mail Privacy.  The Company will also continue to develop encryption software solutions for platforms other than BlackBerry® Wireless Handhelds, as well as other security software.  The Company anticipates that it will engage BETA test groups in anticipation of software releases.

Additionally, in furtherance of the Company’s research and development efforts, in November of 2009, eCrypt was represented by Gabriel Rosu, its Chief Development Officer, at the BlackBerry® Developer’s Conference.  At the conference eCrypt had the opportunity to obtain valuable, technical, code-driven information from BlackBerry® experts. Furthermore, eCrypt will pursue strategic engagements with individuals considered to be leading authorities in the field of cryptography for the purposes of seeking advice, testing software, and providing other relevant product-specific research and guidance.

Production  

All eCrypt software is currently developed under the supervision of Brad Lever, Gabriel Rosu and Kasia Zukowska, the initial founders of eCrypt (collectively referred to as the “Founders”).  Software testing and troubleshooting is carried out by all Founders of the Company.  The software is then deployed for use and testing by BETA groups, who provide feedback to the Company regarding potential problems and issues with the software.  The Company maintains regular meetings to absorb and address the feedback received from these testing sessions.

Suppliers

eCrypt’s major suppliers for its recurring business needs include, but are not limited to: i) Research in Motion (“RIM”); ii) Rogers Wireless; iii) Sharefile; and iv) Stargate Connections Ltd.

Research in Motion - eCrypt is an Associate Member of RIM’s BlackBerry® Alliance Program.  As part of the BlackBerry Alliance, RIM provides the Company with resources, support and tools necessary to develop and sell innovative, market-driven applications for BlackBerry smartphone users.  The term of the Alliance Program is one (1) year.  Thereafter, RIM may elect to renew the relationship with eCrypt for successive one-year periods.   

Rogers Wireless - Rogers Wireless provides the Company with cellular telephone and wireless data services for the Company’s internal operations.  

Sharefile - Sharefile provides the Company with secure FTP service, used for the purpose of securely relaying large amounts of data.

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Stargate Connections Ltd. - Stargate Connections Ltd., provides the Company with co-location services, commonly referred to as server hosting services, as well as IT network maintenance and management services, and IT support.  

Distribution

The Company plans to distribute its software globally, in accordance with applicable import and export regulations, through a number of distribution channels.  The primary method of distribution will be through the Company’s eCommerce website at www.ecryptinc.com.  The Company will also pursue strategic distribution alliances with service providers, carrier dealers, and software vendors to distribute its software. The Company does not currently have any strategic distribution alliance contracts in place.  To date the Company has not distributed any products.  All of eCrypt’s products and services will be offered and distributed globally, in accordance with applicable import and export regulations.

Customers and Marketing

Customers

To date, the Company has not sold its encryption software to any customers.  Initially, the Company anticipates that its customers will be individuals in need of device-based encryption and security software for PDAs, wireless handheld devices, laptop and desktop computers, pocket computers, cellular phones, smartphones, and other file storage devices.   Furthermore, the Company anticipates that a majority of its customers will be small to medium sized businesses as these companies traditionally use POP email where their sensitive and confidential communications reside with a service provider.  Additionally, within larger organizations we anticipate the sale of our technology to be utilized by management, C-level personnel, human resource departments, and special project groups, where email communications must be kept confidential from internal leakage.   We also anticipate sales of our products to consumers who are aware of and concerned about privacy and security risks of the internet and digital communications.   

Marketing

Over the next twelve months, the Company anticipates that it will begin commencing a comprehensive marketing campaign with the assistance of M2O Digital Agency (“M2O”) (formerly Media2O Productions). The Company anticipates that M2O will assist the Company with the establishment of a global marketing campaign which will include video, social networking, involvement in tradeshows, public speaking engagements, guest appearances on television and radio, community outreach programs such as speaking at schools about online privacy and security, strategic media buys, and podcasts.  

The Company anticipates that it will initially make efforts to market its product(s) on the internet, using the Company’s website (www.ecryptinc.com), on a company microsite developed by M2O (www.YourPrivacyIsOurBusiness.com), on social networking sites such as Twitter and Facebook, on online marketplaces such as Handango and Rocket Download, and on blogs such as BlackBerry® Cool and CrackBerry.  Additionally, the Company will list it’s flagship product, eCrypt Mobile Mail Privacy in Research In Motion’s BlackBerry® Solutions Catalogue, and explore joint marketing opportunities.  The Company plans to have both a casual (without a booth) and official (with a booth or as a Speaker) presence at trade shows and events such as the International CTIA WIRELESS convention hosted in Las Vegas, Nevada, the International Wireless Communication Expo (IWCE 2011) also hosted in Las Vegas, Nevada, the IAPP (Iternational Association for Privacy Professionals) Global Privacy Summit hosted in Washington, DC, and  Inerop Business Technology Conference  hosted in New York, NY, and other such trade shows and expos.  Additionally the Company will seek to place advertisements in various lifestyle, technology, and

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business magazines. The Company will also continue to develop it’s relationship with RIM and engage in cooperative marketing, and also build on relationships previously established at WES (the “Wireless Enterprise Smposium”) with the major global wireless carriers and other BlackBerry® smartphone resellers.

Competition

eCrypt’s flagship software product, eCrypt Mobile Mail Privacy, faces direct competition from three primary development companies: i) SAMURAI by BabelSecure; ii) SecureMessage by Cworx; and iii) SecretMail by Link2.   Each of the foregoing companies currently offers and sells a software product similar to our flagship product, eCrypt Mobile Mail Privacy.   Although there is no assurance that we will be able to successfully compete with these companies, we believe because of eCrypt Mobile Mail Privacy and eCrypt Pro Mobile Mail Privacy’s functionality and operations, these products will be able to successfully compete with our competitors.  With respect to the Company’s other security software, eCrypt faces tangential competition from Ascendo, Inc. and Rove (formerly Idokorro Mobile).  eCrypt also faces general competition to its security applications from other information security companies, such as PGP, Entrust, and Voltage, and secure email service providers such as Hushmail.  

Intellectual Property and Agreements

Trademarks

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

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

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

3)  The word mark “control is key,” without stylization, in relation to products and services offered by the

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Company.  The mark consists only of the words of which it is comprised.

Patents

eCrypt is currently investigating whether its original processes developed in association with its flagship encryption software, eCrypt Mobile Mail Privacy are patentable.  If the Company determines that its original processes are patentable and that it is in the best interest of the Company to pursue such patents, then the Company will apply for patent protection with the United States Patent and Trademark Office.

Licenses

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

Trade Secrets

The Company also relies on trade secrets, proprietary know-how and continuing technological innovation to develop and maintain a competitive position in our product areas.  eCrypt employees and officers must sign a non-disclosure agreement before they are authorized to discuss particulars of the functionality of the Company’s software products.  All current employees and officers of the Company who are privy to confidential information have signed non-disclosure and non-competition agreements with the Company.  Additionally, Gabriel Rosu, the Company’s Chief Development Officer, has signed a Software Development Partnership Agreement with the Company, pursuant to which eCrypt specifically retains ownership rights to all codes created and developed by Mr. Rosu in the scope of his engagement by the Company.  The foregoing description of the Software Development Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the Software Development Partnership Agreement which was filed as Exhibit 10.4 to the Company’s Registration Statement on Form 10 November 11, 2008.

Environmental Issues

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

Governmental Regulations

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

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

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

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

On June 11, 2008 eCrypt received a Mass Market Commodity Classification for eCrypt Mobile Mail Privacy from the United States Department of Commerce; a copy of the Commodity Classification was attached as Exhibit 10.5 to the Form 10 registration statement filed by the Company with the Securities and Exchange Commission on November 11, 2008, and is hereby incorporated by reference.  Because the Company has received this Commodity Classification, eCrypt is allowed to export its software to all people, except restricted parties, such as Specially Designated Nationals, Denied Parties, Denied Entities, and any other prohibited end uses and users (such as end uses/users involving the design, development, production or use of WMDs or missiles), and all countries, except embargoed destinations identified in the EAR.

With the assistance of Steptoe & Johnson eCrypt is in the process of determining whether an additional application for export authorization with Mass Market Commodity Status is required for the second generation of its flagship product, eCrypt Pro Mobile Mail Privacy.

Employees

The Company does not currently have any full-time employees.  Kasia Zukowska has been contracted by the Company to perform administrative duties on behalf of the Company.  Gabriel Rosu has been retained by the Company to perform software development duties and serve as the Chief Development Officer for the Company.  Brad Lever currently serves as the President, Chief Executive Officer, and Chief Financial Officer, and director of the Company without wages or salaries.

Reports to Security Holders

We are subject to the informational requirements of the Securities Exchange Act of 1934 which requires us to file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information may be inspected at public reference facilities of the SEC at 100 F Street, NE, Room 1580, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549 at prescribed rates. The public could obtain information on the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330.  Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC's Internet website at http://www.sec.gov.

ITEM 1A.

RISK FACTORS

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Not Applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2.

 PROPERTIES.

The Company does not currently own any real property.  Currently the Company runs its business operations at 2129 - 4951 Netarts Hwy W, Tillamook OR, 97141. This space is provided to the Company free of charge by a shareholder of the Company.  Such costs are immaterial to the financial statements and, accordingly have not been reflected therein. The Company anticipates that it will explore leasing opportunities for office space during the next twelve months.

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

eCrypt owns the following internet domain names: ecryptinc.com, ecryptinc.ca, ecryptinc.org, ecryptinc.net, ecryptinc.cc,  ecryptinc.mobi, 12thright.com, controliskey.com, ecrypt.me, ecryptforblackberry.com  ecryptforblackberry.cc, ecryptforblackberry.mobi, ecryptforblackberry.net, ecryptforblackberry.org, ecryptme.com, privacynowtv.com, privacynow.tv, and yourprivacyisourbusiness.com.  

ITEM 3.

LEGAL PROCEEDINGS.

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

ITEM 4.

(REMOVED AND RESERVED).

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information.  

The Company’s shares are approved for trading on the OTCBB under the symbol “ECRY.”   The following table sets forth the high and low bid prices of our common stock (USD) for the last two fiscal years and subsequent interim period, as reported by the National Quotation Bureau and represents inter dealer quotations, without retail mark-up, mark-down or commission and may not be reflective of actual transactions:

	(U.S. $)

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2008	HIGH	LOW
Quarter Ended March 31	$NA	$NA
Quarter Ended June 30	$NA	$NA
Quarter Ended September 30	$NA	$NA
Quarter Ended December 31	$NA	$NA
2009	HIGH	LOW
Quarter Ended March 31	$NA	$NA
Quarter Ended June 30	$NA	$NA
Quarter Ended September 30	$.1875	$.075
Quarter Ended December 31	$1.35	$.1875
2010	HIGH	LOW
Quarter Ended March 31	$1.25	$.41

Holders.  

As of March 31, 2010 there were 133,558,671 shares of common stock issued and outstanding and approximately 27 shareholders of record.

Dividends.  

The Company has not declared or paid any cash dividends on its common stock during the fiscal years ended March 31, 2010 or 2009.  There are no restrictions on the common stock that limit our ability to pay dividends if declared by the Board of Directors and the loan agreements and general security agreements covering the Company’s assets do not limit its ability to pay dividends.  The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Company’s assets, after payment of the liabilities, is less than the aggregate of the Company’s liabilities and stated capital of all classes

ITEM 6.

 SELECTED FINANCIAL DATA.

Not Applicable.  

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE

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OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

Overview & Plan of Operation

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

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

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commence distribution of the second generation product eCrypt Pro Mobile Mail Privacy, email encryption software for BlackBerry® smartphones, in accordance with all applicable import and export rules and regulations;

2

complete  development of an email encryption solution compatible with the iPhone;

3

commence and complete BETA testing of an email solution compatible with the iPhone;

4

commence distribution of an email encryption solution compatible with the iPhone, in accordance with all applicable import and export rules and regulations;

5

commence development of email encryption solutions for other platforms

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

Results of Operations

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the fiscal year ended March 31, 2010. The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-K.

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

Results of Operation for eCrypt Technologies, Inc. for the Fiscal Year Ended March 31, 2010 Compared to the Fiscal Year Ended March 31, 2009.

Revenue

Revenue.  During the fiscal year ended March 31, 2010, the Company had revenues of $35,073 as compared to revenues of $46,350 during the fiscal year ended March 31, 2009, a decrease of $11,277, or approximately 24%. The decrease in revenue experienced by the Company was primarily attributable to the fact that the Company experienced a reduction in the revenue generated by its MCNS business operations; as previously noted, the Company has discontinued its MCNS business operations.

Operating Expenses

Operating Expenses.  During the fiscal year ended March 31, 2010, the Company had operating expenses of $216,569 as compared to operating expenses of $136,346 during the fiscal year ended March 31, 2009, an increase of approximately 59%. The increase in operating expenses experienced by the Company was primarily attributable to an increase in general and administrative expenses, and professional fees experienced by the Company.

Net Loss

Net Loss.  The Company had a net loss of $(184,480) for the fiscal year ended March 31, 2010 as compared to a net loss of $(92,111) for the fiscal year ended March 31, 2009, a change of $92,369 or approximately 100%.  The change in net loss experienced by the Company was primarily attributable to an increase in operating expenses experienced by the Company.

Liquidity and Capital Resources

Currently, we have limited operating capital.  The Company anticipates that it will require approximately $2,000,000 of working capital to complete all of its desired business activity during the next twelve months. The Company has earned limited revenue from its business operations relating to its MCNS business through which eCrypt assists its clients with managing their electronic communication needs.  Our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and, to date, the revenues generated from our business operations have not been sufficient to fund our operations or planned growth.  As noted above, we will likely require additional capital to continue to operate our business, and to further expand our business.   We may be unable to obtain the additional capital required.   Our inability to generate capital or raise additional funds when required will have a negative impact on our operations, business development and financial results.   

During the next twelve months, we plan to seek to generate the necessary capital to fund our business operations and complete our desired business activity through sales of our flagship product, eCrypt, and eCrypt Pro.  However, as of the period ended March 31, 2010, we have not generated any revenue through sales of eCrypt Mobile Mail Privacy.   If we are unable to generate the necessary capital through the sales of these products, we may conduct a private placement offering to seek to raise the necessary working capital to fund our business operations.   As identified below, subsequent to the fiscal year ended March 31, 2010 we completed a private placement offering to raise additional funds to fund our business operations.  

13

As disclosed in a Form 8-K filed with the SEC on April 20, 2010, on April 19, 2010, subsequent to the fiscal year ended March 31, 2010, the Company completed a private placement offering, pursuant to which the Company raised $400,000 through the sale of 952,381 Units at a purchase price of $.42 per Unit. Each Unit consisted of one share of common stock and three Warrants: i) one Warrant (“Warrant 1”) entitles the holder thereof to purchase up to a total of 952,381 shares of the Corporation’s common stock at a price of $0.42 per share at any time during the period of twenty-four (24) months from the date of closing of the offering; and ii) one Warrant (“Warrant 2”) entitles the holder thereof to purchase up to a total of 714,286 shares of the Company’s common stock at a price of $0.56 per share at any time during the period of twenty-four (24) months from the date of closing of the offering; and iii) one Warrant (“Warrant 3”) entitles the holder thereof to purchase up to a total of 3,809,524 units at purchase price of  $0.42 per unit at any time during the period of six (6) months from the date of closing of this offering. Each unit under Warrant 3 consists of one share of common stock and two warrants: one warrant entitles the holder thereof to purchase up to a total of 3,809,524 shares of common stock at a price of $0.42 per share at any time during the period of twenty-four (24) months from the date of purchase of the units under Warrant 3, and one warrant entitles the holder thereof to purchase up to a total of 2,857,142 shares of common stock at a price of $0.56 per share at any time during the period of twenty-four (24) months from the date of closing of the purchase of the units under Warrant 3.

The following discussion outlines the state of our liquidity and capital resources for the fiscal year ended March 31, 2010, compared to the fiscal year ended March 31, 2009:

Total Current Assets & Total Assets

Our audited balance sheet reflects that: i) as of March 31, 2010, we have total current assets of $332,366, as compared to total current assets of $99,432 as of March 31, 2009, an increase of $232,934, or approximately 234%; and ii) as of March 31, 2010, we have total assets of $352,422, compared to total assets of $134,619 as of March 31, 2009, an increase of $217,803, or approximately 162%.  The increase in the Company’s total current assets and total assets from March 31, 2009 to March 31, 2010 was primarily attributable to the increase in cash experienced by the Company.

Cash As of March 31, 2010, our audited balance sheet reflects that we have cash of $332,256, as compared to $95,994 at March 31, 2009, an increase of $236,262, or approximately 246%.  The increase in the Company’s cash and short term investments from March 31, 2009 to March 31, 2010 was primarily attributable to the collection of financing proceeds via a private placement offering of the Company’s common stock.

Total Current Liabilities

As of March 31, 2010, our audited balance sheet reflects that we have total liabilities of $22,048 as compared to total liabilities of $47,658 at March 31, 2009, a decrease of $25,610, or approximately 54%.  The decrease in the Company’s total liabilities from March 31, 2009 to March 31, 2010 was primarily attributable to the settlement of the principal and interest amounts due and owing under a convertible loan from a related party, and the earning of deferred revenue.

Deferred Revenue As of March 31, 2010, our balance sheet reflects that we have deferred revenue of $nil, as compared to deferred revenue of $15,450 as of March 31, 2009.  The decrease in our deferred revenue was attributable to the fact that during the fiscal year ended March 31, 2010, the Company received payment of $15,450 in fees due and owing to the Company under an agreement entered to provide a client with network services for a one-year term.

14

Cash Flow for the Company for the Fiscal Year Ended March 31, 2010 as Compared to the Fiscal Year Months Ended March 31, 2009

Operating Activities During the fiscal year ended March 31, 2010, the net cash used by the Company in operating activities was $155,071, as compared to net cash used in operating activities of $61,837 during the fiscal year ended March 31, 2009, a change of $93,234.  The increase in net cash used in operating activities was primarily attributable to an increase in accounts payable and accrued liabilities and the earning of previously deferred revenue.

Investing Activities During the fiscal year ended March 31, 2010, the net cash used by the Company in investing activities was $3,742, as compared to net cash used in investing activities of $18,144 during the fiscal year ended March 31, 2009, a change of $14,402. The change in net cash used by investing activities was primarily attributable to a decrease in spending on computer equipment, computer software, and other equipment.

Financing Activities During the fiscal year ended March 31, 2010, the net cash provided by financing activities was $395,125, as compared to net cash provided by financing activities of $156,447 during the fiscal year ended March 31, 2009, an increase of $238,678, or approximately 153%. The change in net cash provided by financing activities was primarily attributable to the private placement offering conducted by the Company.

Off Balance Sheet Arrangements

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

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements of the Company required by Article 8 of Regulation S-X are attached to this report.

15

eCRYPT TECHNOLOGIES, INC.

AUDITED FINANCIAL STATEMENTS

FOR THE FISCAL YEAR ENDED MARCH 31, 2010 and 2009

16

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

eCrypt Technologies, Inc.

Tillamook, OR 97141

We have audited the accompanying balance sheets of eCrypt Technologies, Inc. (A Development Stage Enterprise) as of March 31, 2010 and March 31, 2009 and the related statements of operations, stockholders’ (deficit) and cash flows for the years then ended and from inception (April 19, 2007) 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 audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 eCrypt Technologies, Inc. (A Development Stage Enterprise) as of March 31, 2010 and March 31, 2009 and the results of its operations and cash flows for the years then ended and from inception (April 19, 2007) through March 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 14 to the financial statements, the Company’s total assets and total stockholders’ equity, for the year ended March 31, 2009 have been restated from previously reported amounts.  We also audited the adjustments described in Note 14 that were applied to restate the 2009 financial statements, respectively.  In our opinion, such adjustments are appropriate and have been properly applied.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ De Joya Griffith & Company, LLC

Henderson, Nevada

July 7, 2010

2580 Anthem Village Dr., Henderson, NV  89052

Telephone (702) 563-1600 ●  Facsimile (702) 920-8049

17

18

19

20

21

22

23

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

1.

Nature of Operations

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

2.

Significant Accounting Policies

Basis of Presentation

The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles of the United States of America (“US GAAP”). Disclosure of certain items in the financials was changed from that disclosed in the prior periods to adhere to the accounting principles established under GAAP.

Use of Estimates

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

Uncertainty as a Going Concern

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

The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement and public offering of its common stock. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Cash, Cash Equivalents and Investments

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

24

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

2.

Significant Accounting Policies (cont’d)

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

Property and Equipment

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

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

Revenue Recognition

Product revenue and miscellaneous income are recognized as earned.

Income Taxes

The Company accounts for income taxes as outlined in the Accounting Standards Codification ("ASC") 740 "Income Taxes”. Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Comprehensive Income

The Company adopted FASB Accounting Standards Codification 220 “Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements.  

Comprehensive income (loss) is the total of (1) net income (loss) plus (2) all other changes in the net assets arising from non-owner sources, which are referred to as comprehensive income.  

The Company has no components of other comprehensive loss.  Accordingly, net loss equals comprehensive loss for all periods.

25

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

Related Parties

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

Financial Instruments

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

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

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

Foreign Currency Translation

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

Net Earnings (Loss) per Share

Basic and diluted net loss per share information is presented under the requirements of ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, less shares subject to repurchase. Diluted net loss per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, shares subject to repurchase, warrants and convertible notes in the weighted-average number of common shares outstanding for a period, if dilutive. The computation of earnings (loss) per share is as follows:

26

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

2.

Significant Accounting Policies (cont’d)

	2010			2009
Net loss	$ (184,480)			$ (92,111)
Weighted-average number of shares outstanding
Basic	133,518,437			131,950,592
Loss per share
Basic	(0.00)			(0.00)

3.

Recent Accounting Pronouncements

FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification.

On July 1, 2009, the FASB officially launched the FASB ASC 105 - Generally Accepted Accounting Principles, which established the FASB Accounting Standards Codification (“the Codification”), as the single official source of authoritative, nongovernmental, U.S. GAAP, in addition to guidance issued by the Securities and Exchange Commission.  The Codification is designed to simplify U.S. GAAP into a single, topically ordered structure.  All guidance contained in the Codification carries an equal level of authority.  The Codification is effective for interim and annual periods ending after September 15, 2009.  Accordingly, the Company refers to the Codification in respect of the appropriate accounting standards throughout this document as “FASB ASC”.  Implementation of the Codification did not have any impact on the Company’s consolidated financial statements.

27

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

3.

Recent Accounting Pronouncements  (cont’d)

On June 30, 2009, the FASB issued Accounting Standard Update (ASU) No. 2009-01 (Topic 105) – Generally Accepted Accounting Principles – amendments based on – Statement of Financial Accounting Standards No. 168 –The FASB Accounting and Standards Codification and the Hierarchy of Generally Accepted Accounting Principles.  Beginning with this Statement the FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts.  Instead, it will issue Accounting Standard Updates.  This ASU includes FASB Statement No. 168 in its entirety.  While ASU’s will not be considered authoritative in their own right, they will serve to update the Codification, provide the bases for conclusions and changes in the Codification, and provide background information about the guidance.  The Codification modifies the GAAP hierarchy to include only two levels of GAAP: authoritative and nonauthoritative.  ASU No. 2009-01 is effective for financial statements issued for the interim and annual periods ending after September 15, 2009, and the Company does not expect any significant financial impact upon adoption.

In August 2009, the FASB issued ASU No. 2009-05 – Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value.  This ASU clarifies the fair market value measurement of liabilities.  In circumstances where 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: a technique that uses quoted price of the identical or a similar liability or liabilities when traded as an asset or assets, or another valuation technique that is consistent with the principles of Topic 820 such as an income or market approach.  ASU No. 2009-05 was effective upon issuance and it did not result in any significant financial impact on the Company upon adoption.

In September 2009, the FASB issued ASU No. 2009-12 – Fair Value Measurements and Disclosures (Topic 820) – Investments in Certain Entities That Calculate Net Asset Value per Share (or its equivalent).  This ASU permits use of a practical expedient, with appropriate disclosures, when measuring the fair value of an alternative investment that does not have a readily determinable fair value.  ASU No. 2009-12 is effective for interim and annual periods ending after December 15, 2009, with early application permitted.  Since the Company does not currently have any such investments, it does not anticipate any impact on its financial statements upon adoption.

In October 2009, the FASB issued ASU 2009-13 - “Multiple-Deliverable Revenue Arrangements”, which addresses how revenues should be allocated among all products and services included in our sales arrangements.  It establishes a selling price hierarchy for determining the selling price of each product or service, with vendor-specific objective evidence (VSOE) at the highest level, third-party evidence of VSOE at the intermediate level, and a best estimate at the lowest level.  It replaces “fair value” with “selling price” in revenue allocation guidance, eliminates the residual method as an acceptable allocation method, and requires the use of the relative selling price method as the basis for allocation.  It also significantly expands the disclosure requirements for such arrangements, including, potentially, certain qualitative disclosures.  ASU 2009-13 will be effective prospectively for sales entered into or materially modified in fiscal years beginning on or after June 15, 2010.  The FASB permits early adoption of ASU 2009-13, applied retrospectively, to the beginning of the year of adoption. We are currently evaluating the impact on our financial position and results of operations.

28

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

3.

Recent Accounting Pronouncements  (cont’d)

In October 2009, the FASB issued ASU 2009-14 - “Certain Revenue Arrangements That Include Software Elements”, which clarifies the guidance for allocating and measuring revenue, including how to identify software that is out of the scope.  ASU 2009-14 amends accounting and reporting guidance for revenue arrangements involving both tangible products and software that is “more than incidental to the tangible product as a whole.”  That type of software and hardware will be outside of the scope of software revenue guidance, and the hardware components will also be outside of the scope of software revenue guidance and may result in more revenue recognized at the time of the hardware sale.  Additional disclosures will discuss allocation of revenue to products and services in our sales arrangements and the significant judgments applied in the revenue allocation method, including impacts on the timing and amount of revenue recognition.  ASU 2009-14 will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.  ASU 2009-14 has the same effective date, including early adoption provisions, as ASU 2009-13. Companies must adopt ASU 2009-14 and ASU 2009-13 at the same time.  We are currently evaluating the impact on our financial position and results of operations.

In January 2010, the FASB issued ASU 2010-06 - “Fair Value Measurements and Disclosures—Improving Disclosures about Fair Value Measurements”, which requires new disclosures and reasons for transfers of financial assets and liabilities between Levels 1 and 2.  ASU 2010-06 also clarifies that fair value measurement disclosures are required for each class of financial asset and liability, which may be a subset of a caption in the consolidated balance sheets, and those disclosures should include a discussion of inputs and valuation techniques.  It further clarifies that the reconciliation of Level 3 measurements should separately present purchases, sales, issuances, and settlements instead of netting these changes.  With respect to matters other than Level 3 measurements, ASU 2010-06 is effective for fiscal years and interim periods beginning on or after December 15, 2009.  New guidance related to Level 3 measurements is effective for fiscal years and interim periods beginning on or after December 15, 2010. We are currently evaluating the impact of ASU 2010-06 on our disclosures.

In January 2010, the FASB issued ASU No. 2010-10 – Consolidation (Topic 810) that amends accounting and disclosure requirements for a decrease in ownership in a business under existing GAAP standards for consolidations. It also clarifies the types of businesses that are in the scope of these consolidations. As required by this guidance, we retroactively applied the amendments as of January 1, 2009, which did not have a material impact on our financial statements or footnote disclosures.

In May 2009, the FASB issued FASB ASC 855, “Subsequent Events.”  This Statement addresses accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued.  FASB ASC 855 requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, the date issued or date available to be issued.  The Company adopted this Statement in the third quarter of fiscal 2009.  As a result the date through which the Company has evaluated subsequent events and the basis for that date have been disclosed in our footnotes.

In April 2009, the FASB issued an update to FASB ASC 820, “Fair Value Measurements and Disclosures,” related to providing guidance on when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly.  The update clarifies the

29

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

3.

Recent Accounting Pronouncements  (cont’d)

methodology to be used to determine fair value when there is no active market or where the price inputs being used represent distressed sales.  The update also reaffirms the objective of fair value measurement, as stated in FASB ASC 820, which is to reflect how much an asset would be sold in and orderly transaction, and the need to use judgment to determine if a formerly active market has become inactive, as well as to determine fair values when markets have become inactive.  The Company adopted this Statement in the second quarter of 2009 without significant financial impact.

In April 2009, the FASB ASC 320, “Investments – Debt and Equity,” amends current other-than-temporary guidance for debt securities through increased consistency in the timing of impairment recognition and enhanced disclosures related to credit and noncredit components impaired debt securities that are not expected to be sold.  Also, the Statement increases disclosures for both debt and equity securities regarding expected cash flows, securities with unrealized losses, and credit losses.  The Company adopted this Statement in the second quarter of 2009 without significant impact to our financial statements.

In April 2009, the FASB issued an update to FASB ASC 825, “Financial Instruments,” to require interim disclosures about the fair value of financial instruments.”  This update enhances consistency in financial reporting by increasing the frequency of fair value disclosures of those assets and liabilities falling within the scope of FASB ASC 825. The Company adopted this update in the second quarter of 2009 without significant impact to the financial statements.

In April 2009, the FASB issued an update to FASB ASC 805, “Business Combinations,” that clarifies and amends FASB ASC 805, as it applies to all assets acquired and liabilities assumed in a business combination that arise from contingencies.  This update addresses initial recognition and measurement issues, subsequent measurement and accounting, and disclosures regarding these assets and liabilities arising from contingencies in a business combination.  The Company adopted this Statement in the second quarter of 2009 without significant impact to the financial statements.

4.

Property and Equipment

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

 Depreciation expense for the years ended March 31, 2010 and 2009 was $12,762 and $17,309, respectively.

30

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

4.

Property and Equipment (cont’d)

Intangibles

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

Amortization expense for the years ended March 31, 2010 and 2009 was $6,111 and $3,333, respectively. As at September 23, 2009 the Licenses with Certicom were cancelled by reason of the acquisition of Certicom Corp by Research In Motion.  Pursuant to the new program terms, these Licenses are now being provided to BlackBerry Alliance Members free of charge.  The Company renewed its  BlackBerry Alliance membership with Research In Motion on February 3, 2010.

5.

Stockholders’ Equity

a)

Authorized:

500,000,000 Common shares with no par value

10,000,000 Preferred shares with no par value issued or outstanding:

During the year ended March 31, 2008 the Company effected the following stock transactions:

The Company issued a total of 116,015,968 shares of the Company’s no par value common stock in exchange for cash of $55,130.

During the year ended March 31, 2009 the Company effected the following stock transactions:

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

On November 12, 2009, the Board of Directors of the Company consented to and approved a four-for-one forward split of the Company’s 33,379,554 issued and outstanding shares of common stock.  Pursuant to Rule 10b-17, the Forward Split became effective 10 days following the submission of the required notification forms to FINRA, on November 24, 2009.  On the effective date, the Company’s transfer agent issued and mailed to the eligible shareholders of record, three additional shares of common stock for each share of common stock held by the shareholder.  The forward split resulted in the increase in the number of

31

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

5.

Stockholders’ Equity (cont’d)

shares of the Company’s common stock issued and outstanding to 133,518,216 while keeping the number of authorized shares the same.

During the year ended March 31, 2009 the Company issued 17,502,248 shares of the Company’s no par value common stock in exchange for cash of $151,572.

During the year ended March 31, 2010, the Company effected the following stock transactions:

The Company issued a total of 40,455 shares of the Company’s no par value common stock at a conversion rate of $0.81 per share in full and final settlement of a convertible debenture dated July 2, 2007. The shares were issued on March 30, 2010 for total value of $32,768. The loan consisted of principal of $23,800 and interest of $8,969.  See Note 7.

6.

Stock Subscriptions

The Company issued private placement subscription agreements. The total amount of common shares subscribed for cash as at March 31, 2010 and 2009 is $400,000 and $4,875, respectively.

	Number of     Common     shares	Number of preferred shares	Amount
Balance, April 19, 2007	-	-	$-
Shares subscribed for cash	-	-	-
Balance, March 31, 2008	-	-	-
Shares subscribed for cash	-	-	-
Balance, September 30, 2008	-	-	-
Additional shares due to share split 1:4	-	-	-
Shares issued	-	-	-
Shares subscribed for cash	-	-	4,875
Balance, March 31, 2009	-	-	4,875
Shares subscribed for cash	-	-	400,000
Shares cancelled	-	-	(4,875)
Balance, March 31, 2010	-	-	$400,000

7.

Convertible Loan-Related Party

On July 2, 2007, the Company issued a convertible debenture with a face value totaling $23,800. This loan, or any portion, is convertible at any time until paid in full at a rate of 1 common share per $0.001 of the debt converted.  The loan bears interest at an annual rate of 12% percent compounded monthly. In accordance with ASC Topic 470 -20 the intrinsic value of the beneficial conversion feature has been valued at $0.   Some terms were amended on September 9, 2009 but the conversion price remained the same. The conversion

32

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

7.

Convertible Loan-Related Party (cont’d)

terms were  amended on February 26, 2010 to  reflect the new conversion price of $0.81per share of common stock, and adding that interest is also convertible.

On March 15, 2010, the Company authorized the issuance of 40,455 of common shares for the share price of $0.81 per share for a convertible debenture dated July 2, 2007.  The shares were issued on March 30, 2010 for $32,768 and the conversion of the debenture. The loan consisted of face value of $23,800 and interest of $8,968.

8.

Warrants

182,062 warrants were issued during the period ended March 31, 2009 along with 182,062 common stock subscriptions. The exercise price of the warrants is $0.75 per common share.  The warrants expire on or before December 04, 2010.

9.

Income Taxes

The Company has losses carried forward for income tax purposes for March 31, 2010 and 2009.  There are no current or deferred tax expenses for the period ended March 31, 2010 or 2009 due to the Company’s loss position.  The Company has fully reserved for any benefits of these losses.  The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate.  Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period.  

Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

The provision for refundable federal income tax consists of the following:

		2010		2009
Deferred tax asset attributable to:
Current operations		$        (108,184)		$        (43,616)
Less: Change in valuation allowance		108,184		43,616
Net refundable amount		$                    --		$                   --

33

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

9.

Income Taxes (cont’d)

The composition of the Company’s deferred tax assets as at March 31, 2010 and 2009 is as follows:

		2010		2009
Net operating loss carry forward		$      (309,096)		$      (124,616)
Statutory federal income tax rate		35%		35%
Effective income tax rate		0%		0%
Deferred tax asset		(108,184)		(43,616)
Less: Valuation allowance		108,184		43,616
Net deferred tax asset		$                  --		$                  --

The potential income tax benefit of these losses has been offset by a full valuation allowance.

As at March 31, 2010 and March 31, 2009, the Company has an unused operating loss carry-forward balance of approximately $108,184 and $43,616 respectively, which begins to expire in 2027.

10.

Advance-Related Party

The Company acquired a $75,000 advance during the months of October 2009 through March 2010 from a related party.  The advance is non-interest bearing and due in six months.  As of March 31, 2010, the advance has been paid back in full.

11.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred $14,007 and $14,359 of advertising expense included in General and Administrative expenses during the period ended March 31, 2010 and 2009.

12.

Deferred Revenue, Commitments, and Contingencies

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

34

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

The agreement provided for a prepayment of $61,800 for the full term of the contract; $15,450 represented the unearned balance of the prepayment at March 31, 2009.  At March 31, 2010, the contract has been fulfilled.

13.         Subsequent Events

On April 5, 2010, the Company entered into a private placement agreement that would offer up to 952,381 units which consists of a subscription agreement and three warrants, Warrant #1 offers the holder to purchase 952,381 shares of the Corporation’s common stock at a price of $0.42 per share at any time within a 24 month period from the date of closing

Warrant #2 entitles the holder to purchase a total of 714,286 shares of the Corporation’s common stock at a price of $0.56 per share at any time within a 24 month period from the date of closing.

Warrant #3 entitles the holder to purchase up to a total of 3,809,524 units at a price of $0.42 per unit at any time during the six month period from the date of closing of this offering. Each unit under warrant #3 consists of one share of common stock and two warrants. One warrant allows the holder to purchase up to 3,809,524 shares of common stock at a price of $0.42 any time during the period of twenty four months from the date of purchase. The other warrant allows the holder to purchase 2,857,142 shares of common stock at a price of $0.56 per share any time during the twenty four months from the date of closing of the purchase of these units under warrant 3.

Subsequently, on April 22, 2010 the Company issued 952,381 shares of common stock, and three (3) warrants for a total value of $400,000, per the private placement agreement explained above.

14.        Restatements

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

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

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

over 3 years.

On November 6, 2009 the Company determined that certain assets were incorrectly classified and

35

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

reclassified these assets.  The Company also adjusted depreciation to reflect these assets.

The effect of these restatements on the Company’s previously issued audited March 31, 2009 financial statements is detailed below:

36

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

37

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

38

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

39

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

37

40

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009

14.         Restatements (cont’d)

41

eCRYPT TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, 2010 and 2009