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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K/Amended

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

For the fiscal year ended February 28, 2010

OR

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

For the transition period from ____________to ____________

ECOEMISSIONS SOLUTIONS
INC(Exact Name of Registrant as Specified in its Charter)
Formerly know as RESOURCE GROUP, INC.

|Delaware                                       | 333-150463               | 80-0154562                             
|---------------------------------------------- | ------------------------ | ---------------------------------------
|(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number)

3250 Oakland Hills, Fairfield California, 94534(Address of Principal Executive Offices) (Zip Code)

Former address600 Parker Road, Fairfield California
94533

707 208-6368(Registrant's Telephone Number, including
Area Code)

SECURITES REGISTERED PURUANT TO SECTION 12(b) OF THE ACT:
None

SECURITES REGISTERED PURUANT TO SECTION 12(g) OF THE ACT:
  Common
Stock, par value $.001 per share

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act") 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. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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/A
or any amendment to this Form 10-K/A. [X]

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

State issuer's revenues for its most recent fiscal year: Nil

Transitional Small Business Disclosure Format (check one): Yes [
] No [X]

Common Shares outstanding as of February 28, 2009 and June 15,
2010:           48,150,000

1

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TABLE OF CONTENTS

|PART I                                                                        | 2 
|----------------------------------------------------------------------------- | --
|                                                                              |   
|ITEM 1: DESCRIPTION OF BUSINESS                                               | 2 
|ITEM 2: DESCRIPTION OF PROPERTY                                               | 17
|ITEM 3: LEGAL PROCEEDINGS                                                     | 18
|ITEM 4: SUBMISSION OF MATTERS TO A VOTE
      OF SECURITY HOLDERS             | 19
|                                                                              |   
|PART II                                                                       | 19
|                                                                              |   
|ITEM 5: MARKET FOR COMMON EQUITY AND
      RELATED STOCKHOLDER MATTERS        | 19
|ITEM 6: SELECTED FINANCIAL DATA                                               | 20
|ITEM 7: MANAGEMENT DISCUSSION AND
      ANALYSIS                              | 20
|ITEM 8: FINANCIAL STATEMENTS                                                  | 23
|ITEM 9: CONTROLS AND PROCEDURES                                               | 36
|                                                                              |   
|PART III                                                                      | 37
|                                                                              |   
|ITEM 10: DIRECTORS, EXECUTIVE OFFICERS,
      PROMOTERS AND CONTROL PERSONS   | 37
|ITEM 11: EXECUTIVE COMPENSATION                                               | 40
|ITEM 12: SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT | 42
|ITEM 13: CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS                 | 42
|ITEM 14: PRINCIPAL ACCOUNTANT FEES AND
      SERVICES                         | 42
|ITEM 15: EXHIBITS AND REPORTS                                                 | 43

PART I

ITEM 1: DESCRIPTION OF BUSINESS

COMPANY OVERVIEW

Resource Group, Inc. (the "Company") was incorporated in the
State of Delaware on April 2, 2007 to engage in the acquisition, exploration and
development of natural resource properties. We are an exploration stage Company
with no revenues and a limited operating history. The principal executive
offices have moved and are now located at 3250 Oakland Hills, Fairfield,
California 94534, formerly they were located at 600 Parker Road Fairfield,
California 94533.

In December 2007 we issued 90,000,000 shares @ $0.000033 to each of our two Directors, in aggregate 3,000,000 shares of common stock.

In February 2008 the Company offered up to 18,000,000 shares offered for sale for cash at $0.0033 per share. The offering was fully subscribed; the Company realized a total of $60,000. The sales were made to friends and family of the Officers and Directors.

We are authorized by our Articles of Incorporation to issue 250,000,000 shares of common stock and 10,000,000 shares of blank cheque preferred stock, par value $0.001 per share. As of June 15, 2010, there were 48,150,000 shares of common stock issued and outstanding and no preferred stock.

As of the date of this 10K filing, we have not had any revenues, have not begun operations and we have cash assets only. On April 25, 2008 the Company filed an S-1 Registration Statement which proposed to register 18,000,000 common shares of the Companys stock.

2

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On May 27, 2008 our Registration Statement on Form S-1, commission file number 333-150463, became effective and qualified 18,000,000 shares of the Companys common sold in February 2008 in accordance with the requirements of Section 4(2) offering under the Securities Act of 1933, as amended and Rule 502 promulgated thereunder. There were no underwriters for this offering.

In June 2008, the Company filed a 15c211 requesting a trading
symbol on the OTC Bulletin Board. On July 23, 2008 the Company received
confirmation from FINRA that the Companys 15C211 had been cleared for an
unpriced quotation on the OTC Bulletin Board and the Pink Sheets on trading
Symbol is RSOG.

As a consequence of the limited opportunities for funding
available to an exploration stage company in the resource industry, the
directors determined that better opportunities were available in the industrial
sector. In our May 31, 2009 10-Q filing were reported an opportunity had been
presented and was being studied by the board of directors.

On June 1, 2009 the directors voted to accept an offer from
EcoEmission Systems Inc of Tempe, AZ to enter into a Memorandum of Understanding
(MOU). On June 9, 2009 we filed an 8-K with the Securities and Exchange
Commission (SEC) disclosing the entry into the MOU, the resignation of our
officers James Geiskopf and Ken Greenlaw, the appointment of Mr. Thomas Crom and
Mr. Larry Lorenz as Directors of the Company and Mr. Lorenz was appointed to
positions of President and Chief Executive Officer, while Mr. Crom was appointed
Secretary, Treasurer and Chief Financial Officer. The merger is subject to
Ecoemissions Systems completing their audit and other requirements contained
within the MOU. On December 4, 2009 we filed an 8-K providing additional
information concerning the merger and EcoEmissions Systems, Inc.

On June 2, 2009, at a special meeting of shareholders, the
shareholders approved the Companys name change to EcoEmissions Solution Inc,
the increase of our authorized capital to 250,000,000 shares of common stock,
par value $0.001 per share and 10,000,000 shares of blank cheque preferred
stock, par value $0.001 per share, the Companys issued and outstanding shares
were rolled forward on a 30 for 1 basis and the number of directors were changed
to a minimum of 2 and a maximum of 7. Effective June 2009 our trading symbol
issued by FINRA is ECMZ.

On June 4, 2009 the Company sold its Strohn Creek mineral
property.

The Companys focus will be the business conducted by Eco. See
business description of Eco Emissions Systems below under BUSINESS
DESCRIPTION OF ECOEMISIONS SYSTEMS. INC (ECO)

As at the date of this report there has been limited trading of
our shares. We do have stock available in the public float. Investors should be
aware their investment in our securities is not liquid; there is the probability
they will be unable to sell their shares and their investment will be lost.

Subsequent to the end of this fiscal year February 28, 2010,
the company filed an 8-K on May 3, 2010 stating that the escrow agreement
discussed in the SEC form 8K filing of December 8, 2009 concerning the sale of
the shares of the Company has been successfully completed, that the resignation
of Mr. Ken Greenlaw has been accepted as part of this agreement, and the Company
and EcoEmissions Solution Inc are continuing with the completion of other
portions of the previously disclosed agreement (MOU) relating to the purchase of
Ecoemissions Systems, Inc, a Nevada corporation.

At this time, we do not have sufficient funds on hand to carry
our normal operations for the next twelve (12) months, however, for the past
twelve months our operations have been funded from related party loans and we
have verbal commitment for the next 12 month period. Our short and long-term
survival is dependent on funding from sales of securities as necessary, loans
from related parties or from shareholder loans, and thus, to the extent that we
require additional funds to support our operations or the expansion of our
business, we may attempt to sell additional equity shares or issue debt,
although there is no assurance that we will be successful. Any sale of
additional equity securities will result in dilution to our stockholders.

Current Business Description of EcoEmissions Solutions
Inc.

Since June 2, 2009 the Company has been involved in the
pollution control business as a result of its agreements with EcoEmissions Systems Inc of Tempe, AZ (Eco) to enter into a
Memorandum of Understanding (MOU). On June 9, 2009 we filed an 8-K with the
Securities and Exchange Commission (SEC) disclosing the entry into the MOU, the
resignation of our officers James Geiskopf and Ken Greenlaw, the appointment of
Mr. Thomas Crom and Mr. Larry Lorenz as Directors of the Company and Mr. Lorenz
was appointed to positions of President and Chief Executive Officer, while Mr.
Crom was appoint Secretary, Treasurer and Chief Financial Officer. The merger is
subject to Eco completing their audit and other requirements contained within
the MOU. On December 4, 2009 we filed an 8-K detailing the conditions to be meet
prior to the completion of the merger. Under Notes to Financial Statements -
Note 9 - Subsequent Events we reported that on May 10, 2010 the Company filed on
Edgar with the United States Securities and Exchange Commission an 8-K which
provided additional details precedent to the Companys completion of the
acquisition of EcoEmission Systems Inc. In this 8-K disclosure the Company
announced that the escrow agreement concerning the purchase of certain shares of
the Companys stock as disclosed in its SEC filing of December 8, 2009 has been
completed.

3

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As a result of the MOU (i) Eco will become a wholly-owned
subsidiary of the Company, (ii) the Company will have succeeded to the business
of Eco which is the design, supply, and manufacturing of innovative, easy to
install Catalyst Injection Systems providing performance benefits and exhaust
emissions reduction for diesel engines.

We include in this filing, information pertaining to Eco
including Business Description, Products and Services, Markets and Customers,
and Competition. All other information reflects the current status of
EcoEmissions Solutions, Inc the reporting Company.

BUSINESS DESCRIPTION OF ECOEMISIONS SYSTEMS. INC (ECO)

Company Overview. Eco
Emissions Systems, Inc ("Eco"), incorporated in the State of Nevada on June 16,
2008 intends to manufacture innovative, easy to install Catalyst Injection
Systems ("CIS")(trademark pending) for diesel engines providing
performance benefits and exhaust emissions reduction.

Industry and Product Overview.Diesel owners and operators are continuously seeking better ways to harness
the maximum production from their equipment. Eco intends to improve the design
of existing combustion catalyst systems to provide a reliable solution to the
core problem of inefficient combustion inside the combustion chamber. Ecos
system will be designed to work with all internal combustion engines, from an
individual's personal diesel car or truck to the largest diesel engines in the
world.

Ecos primary strategy centers on
the development, manufacture and worldwide sale of products that support clean
air initiatives and increase fuel economy. In pursuing that objective, we are
committed to developing products that also improve engine performance and
justify their purchase both environmentally and economically.

Customers will be compelled to
use our products for one or two reasons: fuel savings and/or pollution
reduction. In most applications Eco believes the customer will save $2 to $4 per
year (in fuel costs) for every dollar spent on our system, enabling us to offer
users a solution that will literally pay for itself. In addition, Eco
anticipates customers will experience a substantial reduction in pollution
emissions.

Ecos basic products will be specially formulated catalytic fluids that include certain noble metals in a true solution, injected in mist form delivered into a diesel engine's combustion chamber via the air stream using a specially designed delivery system. Eco will distinguish itself technologically by improving on existing designs of delivery systems to more efficiently, effectively, and reliably deliver the catalyst fluid into the engine prior to combustion

Market Overview.Eco plans
to pursue an aggressive and systematic marketing and sales strategy to fully
exploit the market potential for our products.

The diesel engine market is
particularly suitable for the Ecos technology because such engines are largely
used for industrial purposes that require that the engines run for long periods
of time at a relatively constant speed. Under these conditions, end users
consistently obtain the benefits of catalyst combustion systems.

Product Testing and Success.To serve some of the varied markets for its products and in particular the
State of California, the Company requires certain government and industry
verifications or certifications.

4

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The applicable government and
industry standards are designed to insure products provide minimum emission
reductions in particulate matter ("PM") as well as provide incentives for
those products that reduce specific emissions of nitrous oxide
("NOx").

Each governmental agency (local,
federal, and foreign) will set the criteria for its own verification; however,
they all generally use the same test protocol (ISO 8178) for emission testing.
Each such agency will require independent testing at an approved laboratory. To
the extent that the Company can leverage any similarity its products have to
previously certified/verified offerings, it will do so to the fullest extent
allowable in an effort to minimize costs associated with such processes and
diminish the time required to obtain the regulatory findings it seeks.

Ecos products require
verification and certification from certain domestic regulatory agencies,
including the California Air Resource Board ("CARB"), the Environmental
Protection Agency ("EPA") and the Mine Safety Health Administration
("MSHA") prior to sales in certain states and/or to certain industries or
to qualify such sales for states environmental tax credits. Based upon our
knowledge of the technologies available today and how they have fared with
regulatory agencies coupled with our product design improvement strategies, Eco
is confident that its products will satisfy the applicable government standards,
but there is no assurance when or if verification or certification with these
various agencies will be obtained. Other industries such as off-road
construction, farming, mining industries, as well as marine applications, in
certain states and locations are currently able to use Ecos products without
further governmental verification or certification.

Eco will also apply for EPA and
MSHA verifications. EPA verification is handled through the Environmental
Technology Verification process, which tests technologies to verify that the
technologies achieve stated performance levels. MSHA tests products, documents
pollution reduction, and then shares information on the products and their
results with the U.S. mines it monitors. MSHA's goal is to promote technologies
that reduce pollution, in an effort to improve the harsh environment for mine
workers. MSHA results are viewed and acknowledged by mines around the world.

Products.Combustion
catalyst systems use the same principle as a catalytic converter, but attack the
source of the problem inside the combustion chamber versus trying to catch the
problem in the exhaust occurring after the combustion event. The catalytic
properties of platinum and other noble metals, when delivered to the right place
at the right time and in the right form, significantly enhance the combustion
process in order to convert pollution into production. See, "RISK
FACTORSImportance of Proprietary Rights."

Diesel Fuel System.The
Company intends to manufacture a full range of products applicable to any type
of diesel machineryoff-road construction equipment, marine, buses, delivery
trucks, drilling rigs, garbage trucks, generators, etc. Our diesel products will
be specifically designed for easy installation and limited maintenance.

Product Benefits.
Combustion catalyst systems achieve low emissions levels and improved engine
performance by causing a greater percentage of fuel to burn in the combustion
chamber, where it is converted into power, rather than in the exhaust system,
where it is merely converted into pollutants. See, "RISK FACTORSIncreased
Competition."

Specifically, the benefits offered by such
systems include reduced fuel costs and reduced pollutants.

Reduced fuel costs.Fuel burning efficiencies caused by
the catalyst routinely allow the engine to do the same amount of work while
burning 10% less fuel. Ecos products are designed to provide significantly
greater fuel efficiency by causing more of the fuel to be burned within the
combustion chamber power stroke. Harmonic testing shows that a catalyst allows a
greater amount of the hydrocarbon chain to burn at a lower temperature, meaning
that more of the burn takes place during the "power stroke cycle" of the engine
rotation and less during the "smoldering after-burn" that occurs during the
exhaust cycle. By creating a higher, more efficient burn percentage during the
"power stroke," the user has the choice of increasing the torque or reducing the
engines fuel consumption.

5

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Increased torque.A more
complete combustion means more energy for the power stroke, resulting in
increased torque. This extra torque can be harnessed and used to increase
productivity, improve cycle time, and reduce costs per hour of operation.

Reduced exhaust emissions.
Reduced diesel emissions is a primary goal of the EPA, CARB, state governments,
and many international and other air quality regulatory agencies. Diesel engines
are cited with producing 26% of total hazardous particulate air pollution and a
surprising 66% of on-road particulate production. They are also credited as the
source of 20% of total indoor nitrogen oxides and as responsible for 26% of
on-road NOx. A study sponsored by the Boston-based Clean Air Task Force to study
diesel exhaust and its effects on humans came to the conclusion that 20,000
people die prematurely every year due to diesel fumes. Ecos solution will
enable any large diesel engine user to pollute less.

Reduced engine wear.
Incomplete combustion leaves unburned hydrocarbon deposits throughout an engine,
causing engine wear and increasing maintenance costs over time. Catalyst will
clean hydrocarbon residue by oxidizing pre-existing hydrocarbons and then will
inhibit future buildup, thereby extending engine life, reducing premature engine
rebuilds, and providing savings on parts, downtime, and labor.

Vibration also takes a toll on
engine efficiency and engine longevity. The more complete combustion achieved
with catalyst is smoother and more even, translating directly into less overall
vibration, less strain on rod bearings and main bearings, and, potentially,
longer engine life.

Competition.Although
after-market products like catalytic fuel additives that attempt to increase
fuel combustion or to reduce emissions exist, they have not been very effective
since they do not introduce the catalyst in the right form, in the right amount,
in the right place, or at the right time in the combustion process. See, "RISK
FACTORSIncreased Competition."

Eco believes it can secure a unique position in the marketplace
because it will manufacture and market a technology that reduces pollution and
improves engine performance. Specifically, Eco believes our products will have
the following competitive advantages:

- They are not fuel additives. The fluid will be added directly to the
  combustion chamber prior to combustion.
- Ecos intent to improve upon a system design that catalyzes fuel
  hydrocarbons during injection into the engine's combustion chamber is
  intended, in part, to establish a price advantage over competitors and improve
  the prospects for adoption at the OEM level.
- Ecos products will provide superior performance in boosting torque,
  improving fuel efficiency, and diminishing pollution emissions.
- Ecos products will be designed to maximize service intervals, thereby
  lowering maintenance costs.

Our primary known competitors can be categorized as
follows:

Manufacturers of fuel
additives.While these manufacturers may be competing for the same customer,
management does not believe they offer a comparable product. They are mixed in
the fuel in the tank and must remain inert in the fuel until the fuel begins to
burn. This greatly reduces the engine cleansing ability and the ability to speed
up the combustion processes.

Clean Diesel Technologies,
Inc. Clean Diesel is a small, publicly traded company that will require
additional financing for a sustained rollout of its product, which is added to
the fuel before reaching the combustion chamber. Clean Diesel has obtained
various regulatory verifications with respect to its products. Clean Diesel's
best results come when using its fuel additive in combination with a
post-combustion Diesel Oxidation Catalyst ("DOC"). The fuel additive
needs to be added with every tank, while our product will be designed to last at
least 400 hours before a new bottle of catalyst would be required. When the
price of the DOC is added to the fuel additive, Clean Diesels solution would be
fivetimes more costly than ours, based upon current projections.

6

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Manufacturers of
post-combustion products. These companies make products such as diesel
oxidation catalysts and diesel particulate filters. In general, they all focus
on reducing emissions after combustionhas occurred. As a result, they
adversely affect fuel economy and horsepower. They do however provide the
opportunity to use our product, reducing the effect on fuel economy and
providing optimum results in emissions reductions.

Alternative Fuels. These
consist primarily of ethanol and bio-diesel fuels. These produce some emission
reductions; however, there is also a power loss and increase in NOx that can be
associated with them. These fuels are not price competitive without great
government subsidies. The federal government is beginning to reduce these
subsidies at this time.

Market Development.In
general, Ecos system will be designed for use with all diesel engine
applications. However, Eco anticipates that the most significant cost reductions
will be experienced in applications where the engine operates continuously at a
steady power level, such as electrical power generators. Therefore, Ecos key
target markets include the end-users/owners of:

- Electrical Power Generators
- Mining and Construction Equipment
- Shipping and Transportation Equipment, including Buses
- Marine Equipment
- Agricultural Equipment, including Diesel-powered Irrigation Water Pumps
- Military Equipment
- Municipal Equipment and Trucks

The Ecos markets are worldwide
in scope. Governmental regulations requiring more stringent environmental
controls on vehicle and equipment operations continue to restrict permissible
pollutants. While domestic environmental regulations, including federal, state
and local laws, increase the necessity for products like ours, the growing trend
internationally toward more stringent pollution laws will expand our potential
customer base. For instance, China has announced that it will blacklist cities
that fail to reach the national air quality standard, according to a senior
official of the country's environmental agency. The list will be announced
regularly to warn cities of deteriorating air quality. As a penalty, they will
issue risk warnings to investors who consider investing in the cities that have
been blacklisted for several consecutive years.

This potential market overseas is
magnified by the fact that much of the equipment used in many foreign countries
is older with fewer currently existing pollution control mechanisms than
similarly used domestic equipment. See, "RISK FACTORSAbility to Respond to
Regulatory Change."

Sales Strategy. Eco plans
to market and sell its products and will implement distribution agreements with
reputable distributors that have proven themselves within their territories and
industry segments. See, "RISK FACTORSAbility to Manage Change; Development-Stage Company; Limited
Operating History."

Governmental Regulation. EcosManagement does not believe there are any significant governmental
regulations impacting or threatening to impact its operations. Furthermore, it
does not believe there are any material effects of complying with applicable
federal, state, or local laws and regulations that govern any anticipated
business activities of the Eco.

However, federal, state and
international government regulation could have a significant impact on the
desirability and acceptance of the Eco's products in the market place. Eco will
attempt to design our products to address certain pollution control mandates
from regulatory authorities. Accordingly, Eco will continue to monitor such
authorities to understand their requirements and also confirm that, when used
properly, Ecos products will continue to satisfy the same. In the event and to
the extent such regulatory requirements change, Eco may be required to modify or
improve our products accordingly. In addition, with respect to international
regulation, Eco will need to monitor the political climate to make sure that our
products will be acceptable and price competitive in foreign jurisdictions,
where local companies may be provided with advantages from their own
governments. In such markets, Ecos marketing and sales efforts will have to be
designed to help Eco remain a viable and competitive option to potential
customers. See, "RISK FACTORSAbility to Respond to Regulatory Change; Risks From
International Operations; Development-Stage Company; Limited Operating
History."

7

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The Technology

EcoEmissions Systems, Inc. (Eco) has the core management,
important customers and the distributor network for a revolutionary product that
has repeatedly been shown to be successful to significantly reduce fuel
consumption for diesel engines while simultaneously dramatically reducing
harmful exhaust emissions. EcoEmissions Systems, Inc. owns core knowledge of
design, manufacture, intellectual property, marketing and sales as well as a
strong distributor base and all important customers.

EcoEmissions Systems, Inc. provides cost-effective, emissions
compliance solutions for diesel fleet owners. Eco designs, manufactures and
sells proprietary products that reduce harmful exhaust emissions and increase
the fuel efficiency of off-road, on-road and stationary diesel engines.
Ecos flagship product, the EES Process, can generally be easily installed in
the field on virtually any diesel engine in less than three hours by a qualified
technician. Once installed, the EES Process has been shown to:

- Reduce the amount of harmful pollutants exhausted by a diesel engine.
- Decrease the amount of fuel consumed by a diesel engine.
- Increase the amount of available power produced by a diesel engine.
- Extend engine life by reducing internal soot buildup, improving engine
  harmonics and reducing operating temperatures.

The EES Process has been shown to reduce harmful emissions and
fuel consumption. The EES Process is a pre-combustion emissions control device
that injects a platinum-based catalyst in the form of an aerosol mist directly
into the engines air intake duct via a catalyst delivery system. The intake air
mixes with the catalyst and is transported to the combustion chamber where it
begins a cleansing process in the engine. As the engine becomes free of carbon
buildup, the catalyst begins to react with the incoming fuel. Efficiencies in
this process reduce fuel necessary to do the job, reduce exhaust temperatures,
and greatly reduce unburned pollutants that enter the atmosphere. In addition,
the performance of power reducing products such as catalytic converters and
diesel particulate filters can be enhanced by the addition of the EES Process.

BANKRUPTCY OR SIMILAR PROCEEDINGS

The Company has not been the subject of a bankruptcy,
receivership or similar proceedings.

MARKETS AND CUSTOMERS PERTAINING TO ECO

Market Development. In general, Ecos system is be designed for
use with all diesel engine applications. However, Eco anticipates that the most
significant cost reductions will be experienced in applications where the engine
operates continuously at a steady power level, such as electrical power
generators. Therefore, Ecos key target markets include the end-users/owners
of:

- Electrical Power Generators
- Mining and Construction Equipment
- Shipping and Transportation Equipment, including Buses
- Marine Equipment
- Agricultural Equipment, including Diesel-powered Irrigation Water Pumps
- Military Equipment
- Municipal Equipment and Trucks

The Ecos markets are worldwide
in scope. Governmental regulations requiring more stringent environmental
controls on vehicle and equipment operations continue to restrict permissible
pollutants. While domestic environmental regulations, including federal, state
and local laws, increase the necessity for products like ours, the growing trend
internationally toward more stringent pollution laws will expand our potential
customer base. For instance, China has announced that it will blacklist cities
that fail to reach the national air quality standard, according to a senior official of the country's environmental agency. The list will
be announced regularly to warn cities of deteriorating air quality. As a
penalty, they will issue risk warnings to investors who consider investing in
the cities that have been blacklisted for several consecutive years.

8

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This potential market overseas is magnified by the fact that
much of the equipment used in many foreign countries is older with fewer
currently existing pollution control mechanisms than similarly used domestic
equipment.

Sales Strategy. Eco plans to market and sell its
products and will implement distribution agreements with reputable distributors
that have proven themselves within their territories and industry segments.

COMPETITION PERTAINING TO ECO

Eco understands that, although after-market products like
catalytic fuel additives that attempt to increase fuel combustion or to reduce
emissions exist, they have not been very effective since they do not introduce
the catalyst in the right form, in the right amount, in the right place, or at
the right time in the combustion process.

Eco believes it can secure a unique position in the marketplace
because it will manufacture and market a technology that reduces pollution and
improves engine performance. Specifically, Eco believes our products will have
the following competitive advantages:

- They are not fuel additives. The fluid will be added directly to the
  combustion chamber prior to combustion.
- Ecos intent to improve upon a system design that catalyzes fuel
  hydrocarbons during injection into the engine's combustion chamber is
  intended, in part, to establish a price advantage over competitors and improve
  the prospects for adoption at the OEM level.
- Ecos products will provide superior performance in boosting torque,
  improving fuel efficiency, and diminishing pollution emissions.
- Ecos products will be designed to maximize service intervals, thereby
  lowering maintenance costs.

Our primary known competitors can be categorized as
follows:

Manufacturers of fuel
additives.While these manufacturers may be competing for the same customer,
management does not believe they offer a comparable product. They are mixed in
the fuel in the tank and must remain inert in the fuel until the fuel begins to
burn. This greatly reduces the engine cleansing ability and the ability to speed
up the combustion processes.

Clean Diesel Technologies,
Inc. Clean Diesel is a small, publicly traded company that will require
additional financing for a sustained rollout of its product, which is added to
the fuel before reaching the combustion chamber. Clean Diesel has obtained
various regulatory verifications with respect to its products. Clean Diesel's
best results come when using its fuel additive in combination with a
post-combustion Diesel Oxidation Catalyst ("DOC"). The fuel additive
needs to be added with every tank, while our product will be designed to last at
least 400 hours before a new bottle of catalyst would be required. When the
price of the DOC is added to the fuel additive, Clean Diesels solution would be
fivetimes more costly than ours, based upon current projections.

Manufacturers of
post-combustion products. These companies make products such as diesel
oxidation catalysts and diesel particulate filters. In general, they all focus
on reducing emissions after combustionhas occurred. As a result, they
adversely affect fuel economy and horsepower. They do however provide the
opportunity to use our product, reducing the effect on fuel economy and
providing optimum results in emissions reductions.

Alternative Fuels. These
consist primarily of ethanol and bio-diesel fuels. These produce some emission
reductions; however, there is also a power loss and increase in NOx that can be
associated with them. These fuels are not price competitive without great
government subsidies. The federal government is beginning to reduce these
subsidies at this time.

9

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RISKS RELATED TO OUR BUSINESS AND OUR
INDUSTRY

RISK FACTORS

The purchase of Shares
involves various elements of risk including, but not limited to, the risk
factors discussed below. Prospective investors should carefully consider the
following risks before making an investment decision.

Need for Funding.We
presently need additional financing to fund our immediate and future operations.
The Company currently has no cash available for its operations and is dependent
upon proceeds of the sale of its securities to fund its current and proposed
operations.

Need for Additional
Funding. There can be no assurance that the financing offered in a public
traded company will be sufficient to fully fund the Ecos future operations.
Accordingly, we expect that we may need to continue raising funds to fully
develop and market our products. Future issuances of additional securities may
be on more favorable terms than the Shares offered in this offering. We may also
seek debt financing. We cannot, however, predict the timing or amount of our
capital requirements at this time. The amount of additional capital that may be
required is dependent upon, among other things, the expansion of existing
financial resources, the availability of other financing on favorable terms, and
future operating results. Of course, there can be no assurance that additional
financing will be available, or if available, on acceptable terms. The Company's
inability to raise financing when needed would have a material adverse effect on
our business, financial condition, and results of operations.

Development Stage Company;
Limited Operating History.Eco is a development stage company formed in
2008. Thus, we have a limited operating history. Any potential investor should
evaluate the Company in light of the expenses, delays, uncertainties, and
complications typically encountered by early-stage businesses, many of which
will be beyond our control. Ecos planned expense levels are and will continue
to be based in part on Ecos expectations concerning future revenue, which is
difficult to forecast accurately based on our stage of development. Eco may be
unable to adjust spending in a timely manner to compensate for any unexpected
shortfall in revenue. To the extent that these expenses precede or are not
rapidly followed by a corresponding increase in revenue, our business, operating
results, and financial condition may be materially and adversely affected.
Because Eco is a small company with limited working capital, Eco outsourced
manufacturing activities to minimize costs. Currently, Ecos network for product
distribution is in the beginning stages of development both domestically and
internationally. Failure to obtain governmental certification or verification
could have a material adverse effect on Ecos business. Moreover, lobbying
efforts by other parties selling competing alternative products may succeed in
promulgating new federal, state and international regulations that could render
Ecosproducts less desirable.

Future revenues and operating results may fluctuate as a result
of our being a development stage company and other factors, including the demand
for the Company's products and services, the timing and cost of new product and
service introductions and product enhancements, changes in the mix of products
and services sold and in the mix of sales by distribution channels, the size and
timing of customer orders, changes in pricing policies by the Company or its
competitors, changes in foreign currency exchange rates, execution of new
agreements with distributors, regulatory conditions in the industry and general
economic conditions. Many of the factors that could impact our financial results
are not within the Company's control and could have a material adverse effect on
our business. Accordingly, there can be no assurance that the Company will be
profitable in the future. See, "BUSINESSMarket Development;
Operations."

Eco faces competition and technological advances by
competitors.

There is significant competition
among companies that provide solutions for pollutant emissions from diesel
engines. Several companies market products that compete directly with our
products. Other companies offer products that potential customers may consider
to be acceptable alternatives to our products and services. We face direct
competition from companies with greater financial, technological, manufacturing
and personnel resources. Newly developed products could be more effective and cost efficient
than our current or future products. We also face indirect competition from
vehicles using alternative fuels, such as methanol, hydrogen, ethanol and
electricity.

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Other potential alternatives to
Ecos products may emerge. Our competitors may be able to respond more quickly
to new or emerging technologies and changes in customer requirements, or devote
greater resources to the development, promotion and sale of their products and
services than we can. While we believe our technology is widely regarded as
competitive at the present time, there can be no assurance that our competitors
will not succeed in developing products or technologies that are better or more
cost effective. In addition, current and potential competitors may make
strategic acquisitions or establish cooperative relationships among themselves
or with third parties, thereby increasing their ability to address the needs of
customers. Accordingly, it is possible that new competitors or alliances among
current and new competitors may emerge and rapidly gain significant market
share. In addition, if we achieve significant success it could draw additional
competitors into the market and new technology could be developed.

The Company's ability to compete
successfully in the sale of its products will depend in large part upon its
ability to implement successfully its strategy of leveraging the verification
and certification process which includes the development of a functional and
effective distribution system of productive sales agents and distributors. There
can be no assurance that the Company will be able to compete successfully in the
future, nor that future competition for product sales will not have a material
adverse effect on the business, results of operations and financial condition of
the Company. See, "BUSINESSCompetition."

Eco depends on intellectual property and the failure to
protect our intellectual property could adversely affect our future growth and
success.

Eco relies on patent, trademark
and copyright law, trade secret protection, and confidentiality and other
agreements with employees, customers, partners and others to protect our
intellectual property. However, some of our intellectual property is not covered
by any patent or patent application, and, despite precautions, it may be
possible for third parties to obtain and use our intellectual property without
authorization.

We do not know whether any
patents will be issued from pending or future patent applications or whether the
scope of the issued patents is sufficiently broad to protect our technologies or
processes. Moreover, patent applications and issued patents may be challenged or
invalidated. We could incur substantial costs in prosecuting or defending patent
infringement suits. Furthermore, the laws of some foreign countries may not
protect intellectual property rights to the same extent as do the laws of the
U.S.

Some of our patents, including a
platinum fuel-borne catalyst patent, expired in 2008. However, we believe that
other longer lived patents, including those for platinum and other fuel-borne
catalyst materials in combination with after-treatment devices, will provide
adequate protection of our proprietary technology, but there can be no assurance
we will be successful in protecting our proprietary technology.

As part of our confidentiality
procedures, we generally have entered into nondisclosure agreements with
employees, consultants and corporate partners. We also have attempted to control
access to and distribution of our technologies, documentation and other
proprietary information. We plan to continue these procedures. Despite these
procedures, third parties could copy or otherwise obtain and make unauthorized
use of our technologies or independently develop similar technologies. The steps
that we have taken and that may occur in the future might not prevent
misappropriation of our solutions or technologies, particularly in foreign
countries where laws or law enforcement practices may not protect the
proprietary rights as fully as in the U.S.

There can be no assurance that we
will be successful in protecting our proprietary rights. Any infringement upon
our intellectual property rights could have an adverse effect on our ability to
develop and sell commercially competitive systems and components.

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Ecos results may fluctuate due to certain regulatory,
marketing and competitive factors over which we have little or no control.

The factors listed below, some of
  which we cannot control, may cause our revenue and results of operations to
  fluctuate significantly:

- Actions taken by regulatory bodies relating to the verification,
  registration or health effects of our products.
- The extent to which our Platinum Plus fuel-borne catalyst and ARIS
  nitrogen oxides reduction products obtain market acceptance.
- The timing and size of customer purchases.
- Customer concerns about the stability of our business which could cause
  them to seek alternatives to our solutions and products.
- Increases in raw material costs, especially platinum.

An extended interruption of the supply or a substantial
increase in the price of platinum could have an adverse effect on our business.

The cost of platinum or the
processing cost associated with converting the metal may have a direct impact on
the future pricing and profitability of Ecos platinum air-borne catalyst. The
market price for platinum increased from $ $910 per ounce at December 31, 2008.
On December 2, 2009, the London Metal Exchange afternoon fixing for platinum was
$1,491 per ounce. Although we may minimize this risk through various purchasing
and hedging strategies, there can be no assurance that this will be successful.
A shortage in the supply of platinum or a significant, prolonged increase in the
price of platinum, in each case, could have a material adverse effect on our
business, operating results and financial condition.

Ability to Respond to
Regulatory Change. The Ecos success will depend significantly on its
ability to manufacture and enhance its current products and develop or acquire
and market new products which keep pace with technological regulatory
requirements of federal and international authorities, as well as respond to
changes in customer needs. There can be no assurance that Eco will be successful
in marketing our products as the most favorable or economical solution to past,
present and future governmental regulations or that the Company will be able to
develop or acquire product enhancements or new products to address changing
technologies and regulatory requirements adequately, that it can introduce such
products on a timely basis, or that any such products or enhancements will be
successful in the marketplace. Our delay or failure to develop or acquire
technological improvements compatible with applicable regulations or to adapt
our products to regulatory change would have a material adverse effect on the
Company's business, results of operations and financial condition. A significant
shift in the way the authorities appear to be regulating those environmental
issues that our products attempt to address may have a material adverse effect
on our business. See, "BUSINESSGovernment Regulation

We depend on Key
Personnel. Our success will depend in part upon the retention of key senior
management and the attraction and retention of key development and marketing
personnel. The market for these individuals has historically been, and the
Company expects that it will continue to be, intensely competitive. Our products
and industry require highly skilled personnel who understand the technical
aspects of the Company's business as well as the international scope of its
market. The loss of one or more of its key employees or the Company's inability
to attract and retain other qualified employees could have a material adverse
effect on the Company's business. See, "BUSINESSOperations."

If third parties claim that Ecos products infringe upon
their intellectual property rights, we may be forced to expend significant
financial resources and management time litigating such claims and our operating
results could suffer.

Third parties may claim that our
products and systems infringe upon third-party patents and other intellectual
property rights. Identifying third-party patent rights can be particularly
difficult, especially since patent applications are not published until up to 18
months after their filing dates. If a competitor were to challenge our patents,
or assert that our products or processes infringe its patent or other
intellectual property rights, we could incur substantial litigation costs, be
forced to make expensive product modifications, pay substantial damages or even
be forced to cease some operations. Third-party infringement claims, regardless
of their outcome, would not only drain financial resources but also divert the
time and effort of management and could result in customers or potential
customers deferring or limiting their purchase or use of the affected products
or services until resolution of the litigation.

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We need to Manage Change.
The Company expects its business and the industry as a whole to undergo rapid
change, in part due to the regulatory nature of the industry. The Company's
plans to expand international operations, together with ongoing required product
development activity in response to changes in the industry and customer needs,
will require the Company to manage effectively its operations in a rapidly
changing environment. The Company's future performance will depend in part on
its ability to manage change in both its domestic and international operations
and will require the Company to hire additional management and other personnel,
particularly in the marketing and distribution area. The failure of the
Company's management team to respond effectively to and manage changing
technological and business conditions as well as the growth of its own business,
should it occur, could have a material adverse impact on the Company's results
of operations. See, "BUSINESSGovernmental Regulations; Operations."

Lack of Active Public Market
for the Securities. The Shares are thinly traded and might represent an
illiquid investment. There is no active trading market for any of the Shares now
and perhaps in the foreseeable future. Each investor should, therefore, view his
investment as a long-term investment and should not rely upon his investment in
the Shares as a source for meeting any emergency or contingency in his or her
financial affairs. See, "SUITABILITY."

Limitation on Remedies;
Indemnification.Our Bylaws provide that liability of our Board of Directors
and officers shall be eliminated to the fullest extent allowed under the
applicable laws of the State of Delaware. Thus, we may be prevented from
recovering damages for certain alleged errors or omissions by our Board of
Directors or officers. The Bylaws also provide that we will indemnify our Board
of Directors, officers, employees and members for liabilities for their acts on
behalf of the Company to the fullest extent permitted by law. It is the position
of the Securities and Exchange Commission that exculpation and indemnification
for liabilities arising under the Securities Act and Rules and Regulations
thereunder are against public policy and are therefore unenforceable. See,
"LIMITATIONS ON DIRECTOR LIABILITY."

Fluctuations in our operating results and announcements
and developments concerning our business affect our stock price.

Our quarterly operating results, the number of stockholders
desiring to sell their shares, changes in general economic conditions and the
financial markets, the execution of new contracts and the completion of existing
agreements and other developments affecting us, could cause the market price of
our common stock to fluctuate substantially.

Eco will need to increase the size of our organization,
and may experience difficulties in managing growth.

Eco is a small company with seven employees as of February 28,
2010. We hope to experience a period of expansion in headcount, facilities,
infrastructure and overhead and anticipate that further expansion will be
required to address potential growth and market opportunities. Future growth
will impose significant added responsibilities on members of management,
including the need to identify, recruit, maintain and integrate additional
independent contractors and managers. Our future financial performance and our
ability to compete effectively will depend, in part, on our ability to manage
any future growth effectively.

The most likely source of future funds presently available to
us is through the sale of equity capital. Any sale of share capital will result
in dilution to existing shareholders.

Changes to environmental considerations could have a
material adverse effect on the costs or the viability of our products. The
historical trend toward stricter environmental regulation may change, and, as
such, represents an unknown factor in our planning processes.

Demand for our product is driven in part by the customers
requirement to reduce air pollution as required by governmental regulations. A
change in those regulations may reduce demand for our product.

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If we do not obtain additional financing or sales, our
business may fail.

We will need to obtain additional financing in order to
  complete our business plan. Our current operations are not of sufficient size to
  be profitable. Obtaining additional financing would be subject to a number of
  factors, including investor acceptance and investor sentiment. These factors may
  adversely affect the timing, amount, terms, or conditions of any financing that
  we may obtain or make any additional financing unavailable to us.

RISKS RELATED TO OUR COMMON STOCK

There is no active trading market for our common
stock.

Our common stock is quoted on the Over the Counter Bulletin
Board. However, currently, there is no active trading market for any of our
securities, and we cannot assure you that a market for our stock will develop.
Consequently, our shareholders may not be able to use their shares for
collateral or loans and may not be able to liquidate at a suitable price in the
event of an emergency. In addition, our shareholders may not be able to resell
their shares at or above the price they paid for them or may not be able to sell
the shares at all. Accordingly, there can be no assurance as to the liquidity of
any markets that may develop for the securities, the ability of holders of the
securities to sell their securities, or the prices at which holders may be able
to sell their securities.

The shares of common stock eligible for future sale could
negatively affect the market price of our common stock

If the Company's stockholders sell substantial amounts of the
Company's common stock in the public market, including shares issued upon the
exercise of outstanding options or warrants, the market price of its common
stock could fall. These sales also may make it more difficult for the Company to
sell equity or equity-related securities in the future at a time and price that
the Company deems reasonable or appropriate. Stockholders who have been issued
shares in the Acquisition will be able to sell their shares pursuant to Rule 144
under the Securities Act of 1933, beginning one year after the stockholders
acquired their shares.

Our common stock may be deemed to be a penny stock and,
as such, we are subject to the risks associated with penny stocks. Regulations
relating to penny stocks limit the ability of our shareholders to sell their
shares and, as a result, our shareholders may have to hold their shares
indefinitely.

Our common stock is currently listed for trading on the OTCBB
quotation service, which is generally considered to be a less efficient market
than markets such as NASDAQ or other national exchanges, and which may cause
difficulty in obtaining future financing. Furthermore, our common stocks may be
deemed to be penny stock as that term is defined in Regulation Section
240.3a51 -1 of the Securities and Exchange Commission (the SEC). Penny
stocks are stocks: (a) with a price of less than U.S. $5.00 per share; (b) that
are not traded on a recognized national exchange; (c) whose prices are not
quoted on the NASDAQ automated quotation system (NASDAQ -where listed stocks
must still meet requirement (a) above); or (d) in issuers with net tangible
assets of less than U.S. $2,000,000 (if the issuer has been in continuous
operation for at least three years) or U.S. $5,000,000 (if in continuous
operation for less than three years), or with average revenues of less than U.S.
$6,000,000 for the last three years.

Section 15(g) of the United States Securities Exchange Act of
1934, as amended, and Regulation Section 240.15g(c) 2 of the SEC require
broker dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investors account. Potential investors in the Companys
common shares are urged to obtain and read such disclosure carefully before
purchasing any common shares that are deemed to be penny stock.

Moreover, Regulation Section 240.15g -9 of the SEC requires
broker dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker dealer to: (a) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (b) reasonably determine, based on that information, that
transactions in penny stocks are suitable for the investor and that the investor
has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (c) provide the investor with
a written statement setting forth the basis on which the broker dealer made the
determination in (ii) above; and (d) receive a signed and dated copy of such
statement from the investor confirming that it accurately reflects the
investors financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in the
Companys common shares to resell their common shares to third parties or to
otherwise dispose of them. Stockholders should be aware that, according to
Securities and Exchange Commission Release No. 34-29093, dated April 17, 1991,
the market for penny stocks has suffered in recent years from patterns of fraud
and abuse. Such patterns include:

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(i) control of the market for the
security by one or a few broker-dealers that are often related to the promoter
or issuer;

(ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases;

(iii) boiler room practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons;

(iv) excessive and undisclosed bid-ask
differential and markups by selling broker-dealers; and

(v) the wholesale dumping of the same
securities by promoters and broker-dealers after prices have been manipulated to
a desired level, along with the resulting inevitable collapse of those prices
and with consequent investor losses.

Our management is aware of the abuses that have occurred
historically in the penny stock market. Although we do not expect to be in a
position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to our securities.

As an issuer of penny stock the protection provided by
the federal securities laws relating to forward looking statements does not
apply to us.

Although the federal securities law provide a safe harbor for
forward-looking statements made by a public company that files reports under the
federal securities laws, this safe harbor is not available to issuers of penny
stocks. As a result, if we are a penny stock we will not have the benefit of
this safe harbor protection in the event of any claim that the material provided
by us contained a material misstatement of fact or was misleading in any
material respect because of our failure to include any statements necessary to
make the statements not misleading.

Failure to achieve and maintain effective internal
controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a
material adverse effect on our business and operating results and stockholders
could lose confidence in our financial reporting.

Effective internal controls are necessary for us to provide
reliable financial reports and effectively prevent fraud. If we cannot provide
reliable financial reports or prevent fraud, our operating results could be
harmed. We may be required in the future to document and test our internal
control procedures in order to satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act, which requires increased control over financial reporting
requirements, including annual management assessments of the effectiveness of
such internal controls and a report by our independent certified public
accounting firm addressing these assessments. Failure to achieve and maintain an
effective internal control environment, regardless of whether we are required to
maintain such controls could also cause investors to lose confidence in our
reported financial information, which could have a material adverse effect on
our stock price.

The Company does not expect to pay cash dividends in the
future. Any return on investment may be limited to the value of the Companys
stock.

The Company does not anticipate
paying cash dividends on its stock in the foreseeable future. The payment of
dividends on the Companys stock will depend on its earnings, financial
condition and other business and economic factors affecting the Company at such
time as the board of directors may consider relevant. If the Company does not
pay dividends, its stock may be less valuable because a return on your
investment will only occur if the Companys stock price appreciates.

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RISK FACTORS

We do not presently have sufficient capital to operate our
business.

We have plans to raise additional
capital from related parties and/or current shareholders of the Company, but
there can be no assurances that such capital will be raised on a timely basis or
will be adequate to fund the Company through the merger with or acquisition of
an operating business. Any transaction by the Company to raise capital may
result in the dilution of existing investors who do not participate in the
transaction. Failure to raise adequate funds in timely fashion will likely
result in the termination of the Companys operations and the loss of investors
entire investment in the Company.

We are a development stage company with no operating history
and very limited resources.

We are a development stage
company with no operating results to date. Since we do not have an operating
history, you will have no basis upon which to evaluate our ability to achieve
our business objective, which is to merger with or acquire an operating
business. We are currently in the process of completing a business combination,
however there is no assurance that this will occur. We have no present revenue
and will not generate any revenue until, at the earliest, after the consummation
of a business combination. We cannot tell you when or if a business combination
will complete.

Because there are numerous companies with a business plan
similar to ours seeking to effectuate a business combination, it may be
difficult for us to complete a business combination.

There are a large number of
public shell companies, blank check companies and operating companies seeking to
acquire operating businesses and we are subject to competition from these and
other companies seeking to consummate a business combination. We cannot assure
you that we will be able to successfully compete for an attractive business
combination.

We cannot currently ascertain the merits or risks of the
business which we may ultimately acquire should we fail to complete the
transaction with Eco.

We may consummate a business combination with any entity that
has an operating business. We have not engaged or retained any agent or other
representative to identify or locate any suitable target, although we may do so
in the future. Accordingly, there is no current basis for you to evaluate the
possible merits or risks of the particular target business, which we may
ultimately acquire. To the extent we complete a business combination with a
financially unstable business or an entity in its development stage; we may be
affected by numerous risks inherent in the operations of that business. Although
our management will endeavor to evaluate the risks inherent in a particular
target business, we cannot assure you that we will properly ascertain or assess
all of the significant risk factors.

Initially, we will only be able to complete one business
combination, which will cause us to be solely dependent on a single business and
a limited number of products or services.

Because of our uncertain and
limited capital position, it is likely that any business combination we enter
into with an operating business will likely be for stock, or will be closed
simultaneously with an equity or debt transaction to raise additional capital
for the purchase transaction and possibly for working capital as well. Thus, we
expect that initially we will have the ability to complete only a single
business combination, although this may entail the simultaneous acquisitions of
several closely related operating businesses. By consummating a business
combination with only a single entity, our lack of diversification may subject
us to numerous economic, competitive and regulatory developments, any or all of
which may have a substantial adverse impact upon the security industry. Further,
we would not be able to diversify our operations or benefit from the possible
spreading of risks or offsetting of losses, unlike other entities, which may
have the resources to complete several business combinations in different
industries or different areas of a single industry. Accordingly, the prospects
for our success may be:

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- solely dependent upon the performance of a single business; or
- dependent upon the development or market acceptance of a single or limited
  number of products, processes or services.

Alternatively, if our business combination entails the
simultaneous acquisitions of several operating businesses and with different
sellers, each such seller will need to agree that the purchase of its business
is contingent upon simultaneous closings of the other acquisitions, which may
make it more difficult for us, and delay our ability, to complete the business
combination. If we were to consummate a business combination with several
operating businesses, we could also face additional risks, including burdens and
costs with respect to possible multiple negotiations and due diligence
investigations (if there are multiple sellers) and the additional risks
associated with the subsequent assimilation of the operations and services or
products of the acquired companies into a single operating business. If we are
unable to adequately address these risks, it could negatively impact our
profitability and results of operations.

Because of our limited resources and structure, we may not
be able to consummate an attractive business combination.

We expect to encounter intense
competition from other entities with business objectives similar to ours
including blank check companies, venture capital funds, leveraged buyout funds
and operating businesses competing for acquisitions. Many of these entities are
well established and have extensive experience in identifying and effecting
business combinations directly or through affiliates. Many of these competitors
possess greater technical, human and other resources than we do and our
financial resources will be relatively limited when contrasted with those of
many of these competitors. Our ability to compete in acquiring certain sizable
target businesses will be limited by our available financial resources. This
inherent competitive limitation gives others an advantage in pursuing the
acquisition of certain target businesses. Any of these factors may place us at a
competitive disadvantage in successfully negotiating a business combination.

We may have insufficient capital or be unable to obtain
additional financing, if required, to complete a business combination or to fund
the operations and growth of the target business, which could compel us to
restructure the transaction or abandon a particular business
combination.

We cannot ascertain the capital
requirements for any particular transaction. If the capital available to us
proves to be insufficient, either because of the size of the business
combination or the depletion of the available net proceeds in search of a target
business, we will be required to seek additional financing. We cannot assure you
that such financing would be available on acceptable terms, if at all. To the
extent that additional financing proves to be unavailable when needed to
consummate a particular business combination, we would be compelled to
restructure the transaction or abandon that particular business combination and
seek an alternative target business candidate. In addition, if we consummate a
business combination, we may require additional financing to fund the operations
or growth of the target business. The failure to secure additional financing
could have a material adverse effect on the continued development or growth of
the target business. None of our officers, directors or stockholders is required
to provide any financing to us in connection with or after a business
combination.

The report of the independent registered public accounting
firm that audited our financial statements includes a going concern
explanatory paragraph.

The audit report in our financial statements for the year ended
February 28, 2010, includes an explanatory paragraph that states that due to the
Companys limited capital and the possibility the Company will be unable to
raise the necessary capital to operate raises substantial doubt as to its
ability to continue as a going concern.

Item 2. Description of Property.

Principal Executive Offices-Solutions

Our office is located at 3250 Oakland Hills, Fairfield CA,
94534 and is presently provided free of charge by one of our directors. We
consider our current office space adequate for our current operations.

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Principal Executive Offices-Eco

Eco currently holds an arrangement to rent its main office
comprising of 1,892 square feet which is located at 455 South 48thSt., Suite 106, Tempe AZ 85281, at a cost of $1,842 per month. The lease
expires November 30, 2010.

Intellectual Property

Ecos technology is comprised of
patents, patent applications, trade or service marks, data and know-how. As
owner, we maintain the technology at our expense.

Eco has made substantial
investments in our technology and intellectual property and have incurred
development costs for engineering prototypes, pre-production models, and others
and field-testing of several products and applications. Ecos intellectual
property strategy has been to build upon our base of core technology that we
have developed. In many instances, Eco has incorporated the technology embodied
in our core patents into patents covering specific product applications,
including product design and packaging. Eco believes this building-block
approach provides greater protection to us and our licensees than relying solely
on the core patents.

Ecos core patents, advanced
patents and patent applications cover the means of controlling the principal
emissions from diesel engines:

- nitrogen oxides (NOx);
- particulate matter (PM);
- carbon monoxide (CO);
- hydrocarbon (HC); and
- carbon dioxide (CO 2).

Ecos core patents, advanced patents and patent applications
include the following:

- Air-borne catalysts;
- Delivery systems.

Ecos key technologies include
the following:

- The cost effective means of controlling the principal emissions from
  diesel engines (nitrogen oxides, particulate matter, carbon monoxide and
  hydrocarbon).
- Reduction of carbon dioxide and other greenhouse gas emissions by
  enhancing combustion efficiency and by enabling long-term reliable performance
  of emission control systems.
- Effective utilization of strategic catalytic materials such as platinum
  enables reduced emission control system costs, and low nitrogen dioxide
  emission levels.

Eco relies on a combination of
patent, trademark, copyright and trade secret protection in the U.S. and
elsewhere as well as confidentiality procedures and contractual provisions to
protect our proprietary technology. Further, we enter into confidentiality and
invention assignment agreements with our employees and confidentiality
agreements with our consultants and other third parties. There can be no
assurance that pending patent applications will be approved or that the issued
patents or pending applications will not be challenged or circumvented by
competitors. Certain critical technology incorporated in our products is
protected by patent laws, trade secret laws, confidentiality agreements and
licensing agreements. There can be no assurance that such protection will prove
adequate or that Eco will have adequate remedies for disclosure of the trade
secrets or violations of the intellectual property rights.

Item 3. Legal Proceedings.

To the best knowledge of our officers and directors, the
Company is not a party to any legal proceeding or litigation.

18

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Item 4: submission of matters to a vote of security
holders

Special shareholders meeting, appointment of new
directors and officers

At a special meeting of all of the shareholders of the Company
held June 2, 2009 the name of the Company was changed to EcoEmissions Solutions
Inc, (formerly Resource Group Inc), the number of directors was changed to no
less than two and a maximum of seven, the authorized capital was increased to
260,000,000 shares consisting of 250,000,000 common shares and 10,000,000
preferred shares, and a stock dividend of 30 for 1 was approved. At a Board of
Directors meeting held on June 8, 2009 two additional directors; Larry Lorenz
and Thomas Crom were appointed, James Geiskopf and Ken Greenlaw resigned as
officers of the Company while still remaining on the board of directors, Mr.
Lorenz was appointed as President and Chief Executive Officer and Mr. Crom was
appointed Secretary, Treasurer and Chief Financial Officer.

PART II

Item 5. Market for Common Equity, Related Stockholder
Matters and Small Business Issuer Purchases of Equity Securities

Common Stock

Our Certificate of Incorporation authorizes the issuance of up
to 250,000,000 shares of common stock a (the Common Stock) and 10,000,000
share of preferred stock, par value $.0001 per share The Common Stock trades on
the OTC Bulletin Board. There has been no trading of our Common Stock up to
February 28, 2010, the current reporting period.

Dividend Policy

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. Delaware General Corporation
Law, Chapter V, Section 170 however, do prohibit us from declaring dividends
where, after giving effect to the distribution of the dividend:

- if the capital of the corporation, computed in accordance with Delaware
  General Corporation Law, shall have been diminished by depreciation in the
  value of its property, or by losses, or otherwise, to an amount less than the
  aggregate amount of the capital represented by the issued and outstanding
  stock of all classes having a preference upon the distribution of assets, the
  directors of such corporation shall not declare and pay out of such net
  profits any dividends upon any shares of any classes of its capital stock
  until the deficiency in the amount of capital represented by the issued and
  outstanding stock of all classes having a preference upon the distribution of
  assets shall have been repaired.

Securities Authorized for Issuance under Equity
Compensation Plans

The Company does not have any equity compensation plans or any
individual compensation arrangements with respect to its common stock or
preferred stock. The issuance of any of our common or preferred stock is within
the discretion of our Board of Directors, which has the power to issue any or
all of our authorized but unissued shares without stockholder approval.

Recent Sales of Unregistered Securities

In June 2009, the Company issued a 30 for 1 roll forward share
split to all shareholders. The following share values and numbers of shares
issued reflect the result of the roll forward.

|December 2007 - Shares issued to directors
      for cash at $0.000033333      |  | 90,000,000  |  
|------------------------------------------------------------------------------ |  | ----------- | -
|February 2008 - Shares issued for cash to S-2 purchasers at
      $0.0033333   |  | 18,000,000  |  
|May 2009 - Shares issued for consulting
      services at $0.0033333           |  | 150,000     |  
|May 2009 - Shares purchased at $0.000033333 from directors
      and cancelled |  | (60,000,000 | )
|Total common shares issued and outstanding                                     |  | 48,150,000  |  

19

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Issuer Purchases of Equity Securities

On May 29, 2009 the Company reached and agreement with two
officers/directors topurchase 30,000,000 post-split
shares from each, in aggregate 60,000,000 shares of the Companys $0.001 par
value stock at the price originally paid by them, plus future considerations. In
settlement of the future considerations provision of the transaction, the
Company agreed to issue them 144,000 two-year share purchase warrants each, in
aggregate a total of 288,000 two-year share purchase warrants, each of which
grant the right to purchase one common share of the Company for $0.50 per
share.

The transaction in aggregate totalled $2,247 consisting of
$2,000 paid to the officers/directors for the post-split 60,000,000 shares and
an amount of $247 which was expensed on the income statement as directors
compensation, the deemed value of the share purchase warrants based on the
result of a Black-Scholes Model calculation.

Item 6. Selected Financial Data.

As a smaller reporting company as defined by Item 10 of
Regulation S-K, the Company is not required to provide this information

Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operation

Disclosure regarding forward-looking
statements

All statements other than
statements of historical fact included in this Form 10-K/A including, without
limitation, statements under Managements Discussion and Analysis of Financial
Condition and Results of Operations regarding our financial position, business
strategy and the plans and objectives of management for future operations, are
forward looking statements. When used in this Form 10-K/A, words such as
anticipate, believe, estimate, expect, intend and similar expressions,
as they relate to us or our management, identify forward looking statements.
Such forward looking statements are based on the beliefs of management, as well
as assumptions made by, and information currently available to, our management.
Actual results could differ materially from those contemplated by the forward
looking statements as a result of certain factors detailed in our filings with
the Securities and Exchange Commission. All subsequent written or oral forward
looking statements attributable to us or persons acting on our behalf are
qualified in their entirety by this paragraph.

Overview

From an operational perspective,
the company had, and continues to have, no operating business. Expenses for the
year were in three categories: (i) required corporate legal and maintenance
expenses, e.g., SEC filings such as 10-Qs, 8-Ks and the 10-K/A, corporate
franchise taxes; (i) closing costs including accounting, legal and SEC document
preparation costs.

The Company currently does not engage in any business
activities that provide cash flow. During the next twelve months we anticipate
incurring costs related to:

|(i)  | filing Exchange Act reports, and                               
|---- | ---------------------------------------------------------------
|(ii) | investigating, analyzing and consummating an
      acquisition.

2.

We believe we will be able to meet these costs through, loan
from related parties and additional amounts, as necessary, to be loaned to or
invested in us by our stockholders, management or other investors.

Other then our signed MOU with EcoEmissions Systems, Inc our
management has had no contact and discussions with other entities regarding a
merger or business combination with us. Any target business that is selected may
be a financially unstable company or an entity in its early stages of
development or growth, including entities without established records of sales
or earnings. In that event, we will be subject to numerous risks inherent in the
business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, we may effect a business combination
with an entity in an industry characterized by a high level of risk, and,
although our management will endeavor to evaluate the risks inherent in a particular
target business, there can be no assurance that we will properly ascertain or
assess all significant risks.

20

---

The Company anticipates that the selection of a merger or
business combination will be complex and extremely risky. Because of general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, our management believes that there are
numerous firms seeking even the limited additional capital which we will have
and/or the perceived benefits of becoming a publicly traded corporation. Such
perceived benefits of becoming a publicly traded corporation include, among
other things, facilitating or improving the terms on which additional equity
financing may be obtained, providing liquidity for the principals of and
investors in a business, creating a means for providing incentive stock options
or similar benefits to key employees, and offering greater flexibility in
structuring acquisitions, joint ventures and the like through the issuance of
stock. Potentially available business combinations may occur 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.

As indicated in the accompanying financial statements, at
February 28, 2010, we had $1,376 in cash. We cannot assure you that our plan to
consummate a business combination or raise the necessary capital to fund
operations will be successful.

These factors, among others, raise substantial doubt as to our
ability to continue as a going concern.

Liquidity and Capital Resources

As of February 28, 2010 the Company had current assets equal to $1,376, comprised of cash.  This compares with current assets as of February 28, 2009, equal to $4,564, comprised of cash.  The Companys current liabilities as of February 28, 2010 totalled $68,272, made up of loans payable to related parties amounting to $64,014, accrued liabilities amounting to $3,500 and accounts payable amounting to $758. In the comparable period February 28, 2009 current liabilities totalled $40,561, made up of loans payable to related parties amounting to $35,735, accrued liabilities amounting to $3,500 and accounts payable amounting to $1,326.

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the years ended February 28, 2010 and 2009 and for the cumulative period from April 2, 2007 (Inception) to February 28, 2010.

|                                                     |   |              |   |   |              |   |   | For the        |  
|---------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                                     |   |              |   |   |              |   |   | Cumulative     |  
|                                                     |   |              |   |   |              |   |   | Period from    |  
|                                                     |   | The Year     |   |   | The Year     |   |   | April 2, 2007  |  
|                                                     |   | Ended        |   |   | Ended        |   |   | (Inception) to |  
|                                                     |   | February 28, |   |   | February 28, |   |   | February 28,   |  
|                                                     |   | 2010         |   |   | 2009         |   |   | 2010           |  
|Net Cash (Used in) Operating Activities              | $ | (25,670      | ) | $ | (47,034      | ) | $ | (90,353        | )
|Net Cash (Used in) Investing Activities              | $ | 0            |   | $ | 0            |   |   | (25,253        | )
|Net Cash Provided by Financing Activities            | $ | 22,626       |   | $ | (45,500      | ) | $ | 117,126        |  
|Net Increase (Decrease) in Cash and Cash Equivalents | $ | (3,044       | ) | $ | 4,564        |   | $ | 1,376          |  

Results of operations

The Company has restated its results for the year ended February 28, 2009. This restatement increased our losses by $608. The information reported below include the restated results.

For the year ended February 28, 2010, we had losses of $29,502, comprised of professional fees totalling $20,615, office and administrative of $4,974, directors compensation of $247 and interest totalling $3,666.  For the comparable period ending February 28, 2009 our restated losses totalled $80,496, made up of professional fees of  $46,334, office and administrative of  $5,525, impairment expenses were  $25,253 as a result of the 100% write-down of our mineral property, and interest totalling $3,384.

21

---

No sales or income was recorded for the year ended February 28,
2010.

Selected Financial Information  February 28,
2010

|                     |   | February 28, 2010 |  
|-------------------- | - | ----------------- | -
|                     |   |                   |  
|Current Assets       | $ | 1,376             |  
|Total Assets         | $ | 1,376             |  
|Current Liabilities  | $ | 68,272            |  
|Stockholders' Equity | $ | (66,896           | )

Selected Financial Information  February 28,
2009

Results of Operations for the year Ended February 28, 2009.

No sales or income was recorded for the year ended February 28, 2009.

Operating Costs and Expenses

Costs incurred during the for the year ended February 28, 2009 totalling $80,496 were comprised of office and administration cost amounting to $5,525 , professional fees amounting to $46,334 for the  writing of the S-1 Registration Statement and filing of the 15c211 , including audit fees amounting to $11,500, impairment expenses of $25,253 as a result of the 100% write-down of our mineral property and interest cost totalling $3,384.

|                     |   | February 28, 2009 |  
|-------------------- | - | ----------------- | -
|                     |   |                   |  
|Current Assets       | $ | 4,564             |  
|Total Assets         | $ | 4,564             |  
|Current Liabilities  | $ | 40,561            |  
|Stockholders' Equity | $ | (35,997           | )

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.

Contractual Obligations

As a smaller reporting company as defined by Item 10 of
Regulation S-K, the Company is not required to provide this information

Item 7A. Quantitative and Qualitative Disclosures about
Market Risk.

A smaller reporting company as defined by Item 10 of
Regulation S-K, the Company is not required to provide this information.

Critical accounting policies

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make a wide variety of estimates and assumptions that
affect: (1) the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities as of the date of the financial statements, and (2) the
reported amounts of revenues and expenses during the reporting periods covered
by the financial statements. Our management routinely makes judgments and
estimates about the effect of matters that are inherently uncertain. As the
number of variables and assumptions affecting the future resolution of the
uncertainties increases, these judgments become even more subjective and
complex. We have identified certain accounting policies that are most important
to the portrayal of our current financial condition and results of operations.
Our significant accounting policies are disclosed in Note 1 of the Notes to the
Consolidated Financial Statements, and several of those critical accounting
policies are as follows:

22

---

Marketable Securities.

Marketable securities may consist of shares, bonds and other negotiable instruments. Shares will be accounted for as securities held-for-sale in accordance with ASC 320, “Investments.” Marketable securities will be stated at fair value based on market quotes. Unrealized gains and losses are recorded as other comprehensive income, a component of stockholders deficit in our consolidated balance sheet.

Estimated costs associated with closure, reclamation and
environmental reclamation the Companys properties will be reflected in its
consolidated financial statements in accordance with generally accepted
accounting principles, including the adoption of SFAS 143, Accounting for
Asset Retirement Obligations, which the Company adopted.

Revenue Recognition.

The company has had no revenues to date. It is the Companys
policy that revenues will be recognized in accordance with ASC 605, "Revenue
Recognition." Under ASC 605, product revenues (or service revenues) are
recognized when persuasive evidence of an arrangement exists, delivery has
occurred (or service has been performed), the sales price is fixed and
determinable and collectibility is reasonably assured.

Stock-Based Compensation and Equity
Transactions.

We account for stock-based compensation pursuant to ASC 505-50,
Equity Based Payments,  which
requires us to measure the compensation cost of stock options and other
stock-based awards to employees and directors at fair value at the grant date
and recognize compensation expense over the requisite service period for awards
expected to vest.

Except for transactions with employees and directors that are
within the scope of ASC 505-50, all transactions in which goods or services are
the consideration received for the issuance of equity instruments are accounted
for based on the fair value of the consideration received or the fair value of
the equity instruments issued, whichever is more reliably measurable.
Additionally, in accordance with ASC 505-50, the Company has determined that the
dates used to value the transaction are either: (1) the date at which a
commitment for performance by the counter party to earn the equity instruments
is established; or (2) the date at which the counter partys performance is
complete.

Accounting Pronouncements

See Note 2 to the consolidated financial statements for
information concerning recent accounting pronouncements and the impact of those
standards.

Item 8: Financial Statements and Supplemental Data

Our fiscal year end is February 28. We will provide audited financial statements to our stockholders on an annual basis. Our consolidated audited financial statements for the fiscal years ended February 28, 2010 and 2009 follow. These financial statements also include, accumulated costs from inception on April 2, 2007 to February 28, 2010.

Audited financial statements begin on the following page of
this report.

23

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SEALE AND BEERS, CPAsPCAOB& CPAB
    REGISTERED AUDITORSwww.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors 
EcoEmissions Solutions inc. (A Development Stage Company)

We have audited the accompanying balance sheets of EcoEmissions Solutions Inc. (A Development Stage Company) as of February 28, 2010 and 2009 (Restated), and the related statements of operations, stockholders equity and cash flows for the years ended February 28, 2010 and 2009 (Restated), and since inception on April 2, 2007 through February 28, 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 audits.

We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of EcoEmissions Solutions Inc. (A Development Stage Company) as of February 28, 2010 and 2009 (Restated), and the related statements of operations, stockholders equity and cash flows for the years ended February 28, 2010 and 2009 (Restated), and since inception on April 2, 2007 through February 28, 2010 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 7 to the accompanying financial statements, the Company has restated its 2009 financial statements, which were previously audited by other independent auditors who have ceased operations.

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 has minimal business operations to date and losses of approximately $128,499 which raises substantial doubt about its ability to continue as a going concern.  Managements plans concerning 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/ Seale and Beers, CPAs*

Seale and Beers,
  CPAs 
  Las Vegas, Nevada 
  June 15, 2010

*50 S. Jones Blvd Suite 202 Las
    Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351*

24

---

EcoEmissions Solutions Inc 
  (formerly known as Resource
  Group Inc) 
  (A Development Stage Company) 
  Financial Statements 
  February 28, 2010



|                                         | Page             
|---------------------------------------- | -----------------
|                                         |                  
|Financial Statements:                    |                  
|                                         |                  
|Balance
      Sheets                     | F-2              
|                                         |                  
|Statements
      of Operations           | F-3              
|                                         |                  
|Statements
      of Cash Flow            | F-4              
|                                         |                  
|Statements
      of Stockholders Equity | F-5              
|                                         |                  
|Notes
      to Financial Statements      | F-6
      to F-12

F-1

25

---

EcoEmissions Solutions Inc 
  (formerly known as Resource
  Group Inc) 
  (A Development Stage Company) 
  Balance Sheets
  (Audited)

|                                                                                                                                              |   | Year Ended        |   |   | Year Ended        |  
|--------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                                                                                                                              |   | February 28, 2010 |   |   | February 28, 2009 |  
|                                                                                                                                              |   |                   |   |   | (Restated)        |  
|                                                                                                                                              |   |                   |   |   |                   |  
|ASSETS                                                                                                                                        |   |                   |   |   |                   |  
|Current Assets                                                                                                                                |   |                   |   |   |                   |  
|Cash                                                                                                                                          | $ | 1,376             |   | $ | 4,564             |  
|                                                                                                                                              |   |                   |   |   |                   |  
|Total Current Assets                                                                                                                          |   | 1,376             |   |   | 4,564             |  
|                                                                                                                                              |   |                   |   |   |                   |  
|Total Assets                                                                                                                                  | $ | 1,376             |   | $ | 4,564             |  
|                                                                                                                                              |   |                   |   |   |                   |  
|LIABILITIES                                                                                                                                   |   |                   |   |   |                   |  
|                                                                                                                                              |   |                   |   |   |                   |  
|Current                                                                                                                                       |   |                   |   |   |                   |  
|                                                                                                                                              | $ | 758               |   | $ | 1,326             |  
|Accounts Payable                                                                                                                              |   |                   |   |   |                   |  
|                                                                                                                                              |   | 3,500             |   |   | 3,500             |  
|Accrued Liabilities                                                                                                                           |   |                   |   |   |                   |  
|Loans Payable Related Parties-Principal (Note 5)                                                                                              |   | 56,126            |   |   | 31,500            |  
|Loans Payable Related Parties-Accrued
      Interest (Note 5)                                                                                 |   | 7,888             |   |   | 4,235             |  
|Total Current Liabilities                                                                                                                     |   | 68,272            |   |   | 40,561            |  
|Total Liabilities                                                                                                                             | $ | 68,272            |   | $ | 40,561            |  
|                                                                                                                                              |   |                   |   |   |                   |  
|STOCKHOLDERS EQUITY                                                                                                                          |   |                   |   |   |                   |  
|                                                                                                                                              |   |                   |   |   |                   |  
|Authorized: 
      250,000,000 common and 10,000,000 preferred shares                                                                         |   |                   |   |   |                   |  
|Issued and outstanding at February 28, 2010
      and February 28, 
      2009, 48,150,000, and 108,000,000 common shares,
      respectively |   | 48,150            |   |   | 108,000           |  
|Additional paid-in capital                                                                                                                    |   | 13,597            |   |   | (45,000           | )
|Deficit Accumulated During the Exploration
      Stage                                                                                        |   | (128,499          | ) |   | (98,997           | )
|Accumulated OCI  Foreign Exchange                                                                                                            |   | (144              | ) |   | -                 |  
|Total Stockholders Equity                                                                                                                    |   | (66,896           | ) |   | (35,997           | )
|                                                                                                                                              |   |                   |   |   |                   |  
|Total Liabilities and Stockholders Equity                                                                                                    | $ | 1,376             |   | $ | 4,564             |  

The accompanying notes are an integral part of these Financial
  Statements

F-2

26

---

EcoEmissions Solutions Inc 
  (formerly known as Resource
  Group Inc) 
  (A Development Stage Company) 
  Statements of Operations 
  (Audited)

|                                                           |   |              |   |   | Year Ended   |   |   | Cumulative amounts      |  
|---------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------------------- | -
|                                                           |   | Year Ended   |   |   | February 28, |   |   | from Inception April 2, |  
|                                                           |   | February 28, |   |   | 2009         |   |   | 2007 to February 28     |  
|                                                           |   | 2010         |   |   | (Restated)   |   |   | 2010                    |  
|                                                           |   |              |   |   |              |   |   |                         |  
|Revenue                                                    |   |              |   |   |              |   |   |                         |  
|Income                                                     | $ | -            |   | $ | -            |   | $ | -                       |  
|Expenses                                                   |   |              |   |   |              |   |   |                         |  
|Organization Expenses                                      |   | -            |   |   | -            |   |   | 5,000                   |  
|Office and Administration                                  |   | 4,974        |   |   | 5,525        |   |   | 13,148                  |  
|Professional Fees                                          |   | 20,615       |   |   | 46,334       |   |   | 76,949                  |  
|Directors Compensation                                     |   | 247          |   |   | -            |   |   | 247                     |  
|Impairment Expense- Mining
      Claim                     |   | -            |   |   | 25,253       |   |   | 25,253                  |  
|Total Expenses                                             |   | 25,836       |   |   | 77,112       |   |   | 120,597                 |  
|                                                           |   |              |   |   |              |   |   |                         |  
|Net Loss from Operations                                   |   | (25,836      | ) |   | (77,112      | ) |   | (120,597                | )
|                                                           |   |              |   |   |              |   |   |                         |  
|Other Income and Expenses                                  |   |              |   |   |              |   |   |                         |  
|Interest Expense-Related
      Party                       |   | (3,653       | ) |   | (3,384       | ) |   | (7,888                  | )
|Interest Expense Other                                    |   | (13          | ) |   | -            |   |   | (14                     | )
|Loss For The Period                                        | $ | (29,502      | ) | $ | (80,496      | ) | $ | (128,499                | )
|Basic And Diluted Loss Per Common Share                    |   |              |   |   |              |   |   |                         |  
|                                                           |   | (0.00        | ) |   | (0.00        | ) |   |                         |  
|                                                           |   |              |   |   |              |   |   |                         |  
|Weighted Average Number of
      Common Shares Outstanding |   | 62,743,562   |   |   | 108,000,000  |   |   |                         |  

The accompanying notes are an integral part of these Financial
  Statements

F-3

27

---

EcoEmissions Solutions Inc 
  (formerly known as Resource
  Group Inc) 
  (A Development Stage Company) 
  Statements of Cash Flows 
  (Audited)

|                                                                            |   |              |   |   |              |   |   | Cumulative        |  
|--------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------------- | -
|                                                                            |   |              |   |   |              |   |   | amounts from      |  
|                                                                            |   | Year Ended   |   |   | Year Ended   |   |   | Inception April 2 |  
|                                                                            |   | February 28, |   |   | February 28, |   |   | 2007 to February  |  
|                                                                            |   | 2010         |   |   | 2009         |   |   | 28, 2010          |  
|                                                                            |   |              |   |   | (Restated)   |   |   |                   |  
|Operating Activities                                                        |   |              |   |   |              |   |   |                   |  
|Net Income (Loss)                                                           | $ | (29,502      | ) | $ | (80,496      | ) | $ | (128,499          | )
|                                                                            |   |              |   |   |              |   |   |                   |  
|Adjustments To Reconcile Net Loss To
      Net Cash                         |   |              |   |   |              |   |   |                   |  
|Provided by
      Operations                                                |   |              |   |   |              |   |   |                   |  
|Stock Issued for Services                                                   |   | 500          |   |   | -            |   |   | 500               |  
|Issue Dividend
      in Warrants                                            |   | 247          |   |   | -            |   |   | 247               |  
|Impairment of Mining Property                                               |   | -            |   |   | 25,253       |   |   | 25,253            |  
|Change in Assets and Liabilities                                            |   | -            |   |   | -            |   |   | -                 |  
|Increase (decrease) in Accrued Liabilities                                  |   | -            |   |   | 3,500        |   |   | 3,500             |  
|Increase (decrease) in Accounts Payable                                     |   | (568         | ) |   | 1,326        |   |   | 758               |  
|Increase (decrease) in Accrued Interest-Related Party                       |   | 3,653        |   |   | 3,383        |   |   | 7,888             |  
|Net Cash Provided (Used) by Operating Activities                            |   | (25,670      | ) |   | (47,034      | ) |   | (90,353           | )
|Investing Activities                                                        |   |              |   |   |              |   |   |                   |  
|Cash Paid for Mining Property                                               |   | -            |   |   | -            |   |   | (25,253           | )
|Net
      Cash Provided (Used) by Investing Activities                      |   | -            |   |   | -            |   |   | (25,253           | )
|Financing Activities                                                        |   |              |   |   |              |   |   |                   |  
|Cash provided by (used) Notes
      Payable-Related Party-Net               |   | 22,626       |   |   | (45,500      | ) |   | 54,126            |  
|Cash Received from issuance of stock                                        |   | -            |   |   | -            |   |   | 63,000            |  
|Net
      Cash Provided (Used) by Financing Activities                      |   | 22,626       |   |   | (45,500      | ) |   | 117,126           |  
|Increase (Decrease) in Cash
      from Continuing Operations                |   | (3,044       | ) |   | (92,534      | ) |   | 1,520             |  
|Accumulated OCI-Foreign Exchange                                            |   | (144         | ) |   | -            |   |   | (144              | )
|Cash and Cash Equivalents at Beginning of Period                            |   | 4,564        |   | $ | 97,098       |   |   | -                 |  
|Cash and Cash Equivalents at End of Period                                  | $ | 1,376        |   | $ | 4,564        |   | $ | 1,376             |  
|Supplemental Information                                                    |   |              |   |   |              |   |   |                   |  
|Cash Paid For:                                                              |   |              |   |   |              |   |   |                   |  
|Interest                                                                    |   | -            |   |   | -            |   |   | -                 |  
|Income Taxes                                                                |   | -            |   |   | -            |   |   | -                 |  
|                                                                            |   |              |   |   |              |   |   |                   |  
|Non-Cash Activities                                                         |   |              |   |   |              |   |   |                   |  
|Company Stock
      repurchased, exchanged for warrants and stock cancelled | $ | 247          |   | $ | -            |   | $ | 247               |  
|Notes Payable for Company Stock repurchased                                 |   | 2,000        |   |   | -            |   |   | 2,000             |  
|Interest                                                                    |   | 3,666        |   |   | 3,384        |   |   | 7,888             |  

The accompanying notes are an integral part of these Financial
  Statements

F-4

28

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EcoEmissions Solutions Inc 
  (formerly known as Resource
  Group Inc) 
  (A Development Stage Company) 
  Statements of Stockholders
  Equity 
  February 28, 2010

|                                                                                                    |  |              |   |  |         |   |  |            |   |  |             |   |  | Deficit     |   |  |         |  
|--------------------------------------------------------------------------------------------------- |  | ------------ | - |  | ------- | - |  | ---------- | - |  | ----------- | - |  | ----------- | - |  | ------- | -
|                                                                                                    |  | Common Stock |   |  |         |   |  |            |   |  | Accumulated |   |  |             |  
|                                                                                                    |  |              |   |  |         |   |  | Additional |   |  | Accumulated |   |  | During the  |   |  |         |  
|                                                                                                    |  |              |   |  |         |   |  | Paid-In    |   |  | OCI-Foreign |   |  | Exploration |   |  |         |  
|                                                                                                    |  | Shares       |   |  | Amount  |   |  | Capital    |   |  | Exchange    |   |  | Stage       |   |  | Total   |  
|                                                                                                    |  |              |   |  | $       |   |  | $          |   |  | $           |   |  | $           |   |  | $       |  
|Balance Forward (Inception) April 2, 2007                                                           |  | -            |   |  | -       |   |  | -          |   |  | -           |   |  | -           |   |  | -       |  
|December 2007 
    Shares issued for cash at $0.000033333                                           |  | 90,000,000   |   |  | 90,000  |   |  | (87,000    | ) |  |             |   |  |             |   |  | 3,000   |  
|February 2008 
    Shares issued for cash at $0.0033333                                             |  | 18,000,000   |   |  | 18,000  |   |  | 42,000     |   |  |             |   |  |             |   |  | 60,000  |  
|Deficit for Period Ended February 29, 2008                                                          |  |              |   |  |         |   |  |            |   |  |             |   |  | (18,501     | ) |  | (18,501 | )
|Balance February 29, 2008                                                                           |  | 108,000,000  |   |  | 108,000 |   |  | (45,000    | ) |  | -           |   |  | (18,501     | ) |  | 44,499  |  
|Deficit for Period ended February 29, 2009                                                          |  |              |   |  |         |   |  |            |   |  |             |   |  | (80,496     | ) |  | (80,496 | )
|Balance February 29, 2009                                                                           |  | 108,000,000  |   |  | 108,000 |   |  | (45,000    | ) |  | -           |   |  | (98,997     | ) |  | (35,997 | )
|May 2009 Shares issued for consulting Services 150,000 at
      0.0033333                           |  | 150,000      |   |  | 150     |   |  | 350        |   |  |             |   |  |             |   |  | 500     |  
|May 2009 Shares purchased from directors
      60,000,000 at 0.000033333 and cancelled              |  | (60,000,000  | ) |  | (60,000 | ) |  | 58,000     |   |  |             |   |  |             |   |  | (2,000  | )
|June 2009 288,000 warrants issued as additional
      consideration for shares returned to treasury |  |              |   |  |         |   |  | 247        |   |  |             |   |  |             |   |  | 247     |  
|Accumulated OCI  Foreign Exchange                                                                  |  |              |   |  |         |   |  |            |   |  | (144        | ) |  |             |   |  | (144    | )
|Deficit for Year
      Ended February 28, 2010                                                      |  |              |   |  |         |   |  |            |   |  |             |   |  | (29,502     | ) |  | (29,502 | )
|Balance February 28, 2010                                                                           |  | 48,150,000   |   |  | 48,150  |   |  | 13,597     |   |  | (144        | ) |  | (128,499    | ) |  | (66,896 | )

The accompanying notes are an integral part of these Financial
  Statements

F-5

29

---

EcoEmissions Solutions Inc 
  (formerly known as Resource
  Group Inc) 
  (A Development Stage Company) 
  Notes to Financial Statements 
  February 28, 2010

NOTE 1 - BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

a)         
   Basis of Presentation

The information presented in the accompanying financial
  statements for the year ended February 28, 2010 and February 28, 2009, are
  audited and includes all adjustments, which are, in the opinion of the
  management of EcoEmissions Solutions Inc (formerly Resource Group Inc) (the
  Company), necessary to present fairly the financial position, results of
  operations and cash flows in the periods presented.

b)           Reclassifications

Certain reclassifications have been made to the prior years
  financial statements to conform to the current year presentation. On the
  Statement of Operation, we have consolidated expense item Filing Fees into
  Office Administration, Legal and Consulting, and Audit Fees are now included
  under Professional Fees. These reclassifications had no effect on previously
  reported results of operations or retained earnings.

c)           Development
  Stage Activities

The Company is in the development stage and has not yet
  realized any revenues from its planned operations. Based upon the Company's
  business plan, it is a development stage enterprise. The Company presents its
  financial statements in conformity with generally accepted accounting principles
  (GAAP) in the United States of America that apply in establishing operating
  enterprises. As a development stage enterprise, the Company discloses the
  deficit accumulated during the development stage and the cumulative statements
  of operations and cash flows from inception to the current balance sheet date.

d)           Organization

The Company was incorporated as Resource Group Inc, in the
  State of Delaware, United States of America on April 2, 2007. The Companys
  year-end is February 28.

We were originally structured and organized as a resource
  company, planning to acquire mining properties in Canada while remaining open to
  the acquisition of other base and precious metal property opportunities
  worldwide. During the year ended February 28, 2009, the Company acquired a
  Molybdenum  Gold property located at Strohn Creek, British Columbia, Canada,
  further described as the Meziadin Lake Project.

On June 1, 2009 the Company entered into a Memorandum of
  Understanding with EcoEmissions System, Inc of Tempe Arizona (ECO) to acquire
  100 % of ECO subject to ECO completing an independent audit of it financial
  records and other conditions precedent. At the date of this report the financial
  information and other conditions were incomplete. The parties continue to work
  together in an effort to complete the transaction. EcoEmissions System, Inc owns
  and manufactures a proprietary product which is adapted to all size diesel
  combustion engines to reduce emissions, reduce maintenance, reduce fuel
  consumption by about 8% and increase the life of the engine (the Eco
  Technology).

F-6

30

---

NOTE 1 - BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
  (CONTD)

At a special meeting of all of the shareholders of the Company
  held June 2, 2009 the name of the Company was changed to EcoEmissions Solutions
  Inc, (formerly Resource Group Inc), the number of directors was changed to no
  less than two and a maximum of seven, the authorized capital was increased to
  260,000,000 shares consisting of 250,000,000 common shares and 10,000,000
  preferred shares, and a stock dividend of 30 for 1 was approved. At a Board of
  Directors meeting held on June 8, 2009 two additional directors; Larry Lorenz
  and Thomas Crom were appointed, James Geiskopf and Ken Greenlaw resigned as
  officers of the Company while still remaining on the board of directors, Mr.
  Lorenz was appointed as President and Chief Executive Officer and Mr. Crom was
  appointed Secretary, Treasurer and Chief Financial Officer.

On June 4th, 2009 the Company sold its Strohn Creek
  mineral property located near Strohn Creek to Skyhigh Resources Inc for
  2,500,060 shares of Skyhigh Resources common stock. As a condition of the
  transaction the director of EcoEmissions Solutions Inc required Skyhigh
  Resources Inc to distribute these shares on a pro-rata basis, to the
  shareholders of the Company. No gain/loss value was placed on the transaction,
  as the property had previously been 100% impaired resulting in an expense of
  $25,253 entered to the Statement of Operations.

On December 7, 2009 the Company filed an 8-K with the United
  States Securities and Exchange Commission, which provided additional details
  precedent to the Companys completion of the acquisition of EcoEmission Systems
  Inc.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to
  assist in understanding the Companys financial statements. The financial
  statements and notes are representations of the Companys management who is
  responsible for their integrity and objectivity. These accounting policies
  conform to generally accepted accounting principles in the United States of
  America and have been consistently applied in the preparation of the financial
  statements. The financial statements are stated in United States of America
  dollars.

Organizational and Start-up Costs

Costs of start-up activities, including organizational costs,
  are expensed as incurred in accordance with ASC 720-15.

Income Taxes

The Company uses the asset and liability method of accounting
  of income taxes. Under the asset and liability method deferred tax assets and
  liabilities are recognized for the future tax consequences attributable to
  temporary differences between the financial statements 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

Basic and Fully-Diluted Loss Per Share

The basic loss per common share is computed by dividing net
  loss available to common stockholders by the weighted average number of common
  shares outstanding. Fully-Diluted loss per common share is computed similar to
  basic loss per common share except that the denominator is increased to include
  the number of additional common shares that would have been outstanding if the
  potential common shares had been issued and if the additional common shares were
  dilutive. At February 28, 2010 and February 28, 2009 the Company had no stock
  equivalents that were anti-dilutive and excluded in the earnings per share
  computation.

F-7

31

---

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTD)

Estimated Fair Value of Financial Instruments

The carrying value of the Companys financial instruments,
  consisting of accounts payable and accrued liabilities approximate their fair
  value due to the short-term maturity of such instruments. Unless otherwise
  noted, it is managements opinion that the Company is not exposed to significant
  interest, currency or credit risks arising from these financial statements.

Revenue Recognition

The company has had no revenues to date. It is the Companys
  policy that product revenues (or service revenues) will be recognized when
  persuasive evidence of an arrangement exists, delivery has occurred (or service
  has been performed), the sales price is fixed and determinable and
  collectibility is reasonably assured.

Concentrations

Financial instruments that potentially subject the Company to
  concentrations of credit risk consist principally of cash and cash equivalents.
  At February 28, 2010 and February 28, 2009, the Company had $1,376 and $4,564
  respectively, in funds in deposits in a business bank account, which are not
  insured by agencies of the U.S. Government.

Currency

The functional currency of the Company is the United States
  Dollar.

Use of Estimates

The preparation of financial statements in accordance with
  generally accepted accounting principles in the United States of America require
  the use of estimates and assumptions that affect the reported amounts of assets
  and liabilities, disclosure of contingent assets and liabilities known to exist
  as of the date the financial statements are published, and the reported amounts
  of revenues and expenses during the reporting period. Uncertainties with respect
  to such estimates and assumptions are inherent in the preparation of the
  Companys financial statements; accordingly, it is possible that the actual
  results could differ from these estimates and assumptions and could have a
  material effect on the reported amounts of the Companys financial position and
  results of operations.

Cash and Cash Equivalents

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

Recent Accounting Pronouncements

The Company management has reviewed recent accounting
  pronouncements issued through the date of the issuance of financial statements.
  In managements opinion, except for those pronouncements detailed below, no
  other pronouncements apply or will have a material effect on the Companys
  financial statements.

In May 2009, the FASB issued ASC 855 Subsequent Events, which
  establishes principles and requirements for subsequent events. In accordance
  with the provisions of ASC 855, the Company currently evaluates subsequent
  events through the date the financial statements are available to be issued.

F-8

32

---

NOTE 3 - BASIS OF PRESENTATION  GOING CONCERN

The accompanying financial statements have been prepared in
  conformity with generally accepted accounting principles (GAAP) in the United
  States of America, which contemplates the Companys continuation as a going
  concern. However, the Company has minimal business operations to date and losses
  of approximately $128,499. These matters raise substantial doubt about its
  ability to continue as a going concern. In view of these matters, realization of
  certain of the assets in the accompanying balance sheet is dependent upon its
  ability to meet its financing requirements, raise additional capital, and the
  success of its future operations. The Company acquired operating capital through
  equity offerings to the public and through the sale of notes to related parties,
  to fund its business plan. There is no assurance that the funds received will be
  sufficient to assure the Companys eventual profitability. Management believes
  that actions planned and presently being taken to revise its operating and
  financial requirements provide the opportunity for it to continue as a going
  concern. The financial statements do not include any adjustments that might
  result from these uncertainties.

NOTE 4 - INCOME TAXES

The Company is subject to U.S. federal income taxes. It has had
  losses to date, and therefore, has paid no income tax.

Deferred income taxes arise from temporary timing differences
  in the recognition of income and expenses for financial reporting and tax
  purposes. The Companys deferred tax assets consist entirely of the benefit from
  net operating loss (NOL) carry-forwards. Its deferred tax assets are offset by
  a valuation allowance due to the uncertainty of the realization of the NOL
  carry-forwards. NOL carry-forwards may be further limited by a change in Company
  ownership and other provisions of the tax laws.

The deferred tax assets, valuation allowance and change in
  valuation allowance are as follows:

|Period Ending     |   | Estimated 
      NOL 
      Carry-forward |  |  | Estimated 
      Tax |  |  | NOL 
      Expires |  |  | Benefit from 
      NOL |   |  | Changes in and 
      Valuation 
      Allowance |   |  | Net Tax 
      Benefit | 
|----------------- | - | ----------------------------------------- |  |  | -------------------- |  |  | ------------------ |  |  | ----------------------- | - |  | ------------------------------------------------ | - |  | ---------------------- | 
|                  |   |                                           |  |  |                      |  |  |                    |  |  |                         |   |  |                                                  |   |  |                        | 
|February 28, 2009 | $ | 98,997                                    |  |  |                      |  |  | 2029               |  |  | ($14,850                | ) |  | ($14,850                                         | ) |  |                       | 
|                  |   |                                           |  |  |                      |  |  |                    |  |  |                         |   |  |                                                  |   |  |                        | 
|February 28, 2010 | $ | 128,499                                   |  |  |                      |  |  | 2030               |  |  | ($19,273                | ) |  | ($4,423                                          | ) |  |                       | 

Income taxes at the statutory rate are reconciled to the
  Companys actual income taxes as follows:

|Income tax benefit at statutory rate
      resulting from NOL carry-forwards | (15%)
|---------------------------------------------------------------------------- | -----
|Deferred income tax valuation allowance                                      | 15%  
|Actual tax rate                                                              | 0%   

NOTE 5  LOANS PAYABLE - RELATED PARTY LOANS

In November 2007, the Company issued to two officers/directors
  of the Company, secured one year, 10% Promissory Notes (the Notes), amounting
  to in aggregate $80,000, due November 12, 2008. The notes pursuant to a Purchase
  Agreement and Section 4(2) of the Securities Act of 1933, as amended, and Rule
  506 promulgated thereunder and accrue interest at ten percent (10%) per annum,
  compounded annually. Subsequent to the making of the Notes, on December 1, 2007,
  the note holders agreed to convert $1,500 each, in aggregate $3,000 of the face
  value of the Notes into 3,000,000 shares of common stock of the Company at a
  price per share of $0.001, leaving $77,000 plus accrued interest outstanding.

F-10

33

---

NOTE 5  LOANS PAYABLE - RELATED PARTY LOANS (CONTD)

In March 2008, the Company repaid $49,500, leaving $27,500
  principal plus accrued interest payable. On December 15, 2008, the note due
  dates were extended to November 12, 2009. In December 2008 and January 2009,
  $2,000 each, in aggregate $4,000 was loaned to the Company by two
  officers/directors bringing the total principal amount to $31,500.On February
  28, 2009, the principal payable amount to $31,500 plus accrued interest of
  $4,235, in aggregate $35,735.

On May 29, 2009, an amount of $1,000 each, in aggregate $2,000
  in additional notes payable were issued by the Company to the two
  officers/directors to fund the repurchase cost of 60,000,000 post-split shares
  of Companys common stock owned by these two directors. Following the
  repurchase, the 60,000,000 shares were cancelled. On February 28, 2010 the total
  amount owing on the note was $39,854, made up of principal in the amount of
  $33,500 and accrued interest amounting to $7,333.

During this fiscal year ended February 28, 2010, the Company
  received loans from shareholders and other related parties. These loans were
  originally provided without defined interest and without defined payment terms.
  On October 15, 2009, Loan Agreements were entered into which clarified and
  confirmed the terms and conditions. Under the agreed terms the outstanding
  amounts, are without interest up to November 30, 2009. Commencing December 1,
  2009 the outstanding amounts and subsequent amounts, if any, are repayable on
  demand, interest will accrue at a rate of 10% annum and if earlier demand for
  payment is not made, the loans are payable November 30, 2011. At February 28,
  2010 the total amount owing on these loans to shareholders and other related
  parties was $23,182, made up of principal in the amount of $22,626 and accrued
  interest amounting to $555.

As at February 28, 2010 the amount for Loans Payable - Related
  Party, in aggregate, including shareholders and other related parties amounted
  to $64,014 made up of principal amounting to $56,126 and accrued interest
  amounting to $7,888.

NOTE 6 COMMON STOCK AND SHARE PURCHASE WARRANTS

On May 29, 2009 the Company reached and agreement with two officers/directors to purchase 30,000,000 post-split shares from each, in aggregate 60,000,000 shares of the Companys $0.001 par value stock at the price originally paid by them, plus future consideration. In settlement of the future consideration provision of the transaction, the Company agreed to issue 144,000 two-year share purchase warrants each, in aggregate a total of 288,000 two-year share purchase warrants, each of which grant the right to purchase one common share of the Company for $0.50 per share. The transaction, in aggregate totalled $2,247 consisting of $2,000 paid to the officers/directors for the post-split 60,000,000 shares and an amount of $247, which was expensed, on the income statement as directors compensation. The deemed values of the share purchase warrants were based on a Black Scholes Model calculation. The components used were, Volatility of 200%, a Risk Free Rate of 2.34% and a stock price of $0.00333. The Companys stock was not quoted on the date of warrant issuance nor had it ever traded therefore we used $0.00333, the highest price used for any previous stock issuances. No warrant have been exercised during this period up to February 28, 2010, the total outstanding is 288,000.

In June 2009, the Company issued a 30 for 1 forward stock split
  affected in the form of a stock dividend to all shareholders. The following
  share values and numbers of shares reflect the result of the roll forward and
  the Companys share purchase from its officers and directors:

|December 2007 - Shares issued to directors
      for cash at $0.000033333      |  | 90,000,000  |  
|------------------------------------------------------------------------------ |  | ----------- | -
|February 2008 - Shares issued for cash to S-2 purchasers at
      $0.0033333   |  | 18,000,000  |  
|May 2009 - Shares issued for consulting
      services at $0.0033333           |  | 150,000     |  
|May 2009 - Shares purchased at $0.000033333 from directors
      and cancelled |  | (60,000,000 | )

F-11

34

---

NOTE 7  RESTATEMENTS OF FEBRUARY 28, 2009 COMPARATIVE
  STATEMENTS

Deficit Accumulated During the Development Stage of February
  28, 2009, has been increased by $608 to correct an error made in calculating
  accrued interest on Related Party Loans. The amount, $608, had been corrected
  during the subsequent period ended February 28, 2010 therefore the error had no
  effect on the results for February 28, 2010.

|                                                                           |   | February 28, 2009 | 
|-------------------------------------------------------------------------- | - | ----------------- | 
|Deficit Accumulated During the Development
      Stage previously reported | $ | 98,387            | 
|Amount of additional Interest on Related Party Loans                       |   | 608               | 
|Restated Deficit Accumulated During the
      Development Stage            |   | 98,997            | 

NOTE 8- SUBSEQUENT EVENTS

On May 10, 2010 the Company filed on Edgar with the United
  States Securities and Exchange Commission an 8-K which provided additional
  details precedent to the Companys completion of the acquisition of EcoEmission
  Systems Inc. In this 8-K disclosure the Company announced that the escrow
  agreement concerning the purchase of certain shares of the Companys stock as
  disclosed in its SEC filing of December 8, 2009 has been completed. In addition,
  the 8-K announced the resignation of its director Ken Greenlaw for personal
  reasons. There were no disagreements between the Company and Mr Greenlaw.

The Company has reviewed subsequent events up to and including
  the issuance date of these statements, and determined that except for those
  events disclosed herein, no additional subsequent events have occurred.

F-12

35

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Item 9. Changes in and Disagreements with Accountants on
  Accounting and Financial Disclosure.

There are not and have not been any disagreements between the
  Company and its accountants on any matter of accounting principles, practices or
  financial statement disclosure.

Item 9A (T). Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We evaluated the effectiveness of our disclosure controls and
  procedures as of the date of this report. This evaluation was conducted by our
  President and Chief Executive Officer, Larry Lorenz and our Secretary and Chief
  Financial Officer, Thomas Crom.

Disclosure controls are controls and other procedures that are
  designed to ensure that information that we are required to disclose in the
  reports we file pursuant to the Securities Exchange Act of 1934 is recorded,
  processed, summarized and reported.

Limitations On Effective Controls

Our management does not expect that our disclosure controls or
  our internal controls over financial reporting will prevent all error and fraud.
  A control system, no matter how well conceived and operated, can provide only
  reasonable, but no absolute, assurance that the objectives of a control system
  are met. Further, any control system reflects limitations on resources, and the
  benefits of a control system must be considered relative to its costs. These
  limitations also include the realities that judgments in decision-making can be
  faulty and that breakdowns can occur because of simple error or mistake.
  Additionally, controls can be circumvented by the individual acts of some
  persons, by collusion of two or more people or by management override of a
  control. A design of a control system is also based upon certain assumptions
  about potential future conditions; over time, controls may become inadequate
  because of changes in conditions, or the degree of compliance with the policies
  or procedures may deteriorate. Because of the inherent limitations in a
  cost-effective control system, misstatements due to error or fraud may occur and
  may not be detected.

Conclusions

Based upon their evaluation of our controls, the Chief
  Executive Officer has concluded that, subject to the limitations noted above,
  the disclosure controls are ineffective in providing reasonable assurance that
  material information relating to us is made known to management on a timely
  basis during the period when our reports are being prepared. There were no
  changes in our internal controls that occurred during the period covered by this
  report that have materially affected, or are reasonably likely to materially
  affect our internal controls.

Evaluation Of And Report On Internal Control Over
  Financial Reporting

Our management is responsible for establishing and maintaining
  adequate internal control over financial reporting for the company. Internal
  control over financial reporting is to provide reasonable assurance regarding
  the reliability of our financial reporting purposes accordance with accounting
  principles generally accepted in the United States of America. Internal control
  over financial reporting includes maintaining records that in reasonable detail
  accurately and fairly reflect our transaction; providing reasonable assurance
  that transactions are recorded as necessary for preparations of our financial
  statements; providing reasonable assurance that receipts and expenditures of
  company assets are made in accordance with management authorization; and
  providing reasonable assurance that unauthorized acquisitions, use or
  disposition of company assets that could have a material effect on our financial
  statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of our
  internal control over financial reporting based on the framework in Internal
  Control  Integrated Framework issued by the Committee of Sponsoring
  Organizations of the Treadway Commission. Based on this evaluation management
  concluded that the Company's internal controls over financial reporting was ineffective as of February 28, 2010.
  There where no changes in our internal control over financial reporting during
  the period ended February 28, 2010 that have materially affected, or are
  reasonable likely to materially affect, or are reasonably likely to material
  affect, our internal control over financial reporting.

36

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Item 9B. Other Information.

PART III

Item 10: Directors, Executive Officers, Promoters And
  Control Persons

The following table sets forth the names and ages of our
  current directors and executive officers. Also the principal offices and
  positions with us held by each person and the date such person became our
  director, executive officer. Our Board of Directors appoints our executive
  officers. Our directors serve until the earlier occurrence of the election of
  his or her successor at the next meeting of stockholders, death, resignation or
  removal by the Board of Directors. There are no family relationships among our
  directors, executive officers, and director nominees.

| | Name                | Age | Position                                           
| | ------------------- | --- | ---------------------------------------------------
| | Larry N. Lorenz     | 58  | President & Chief Executive
      Officer, Director
| | Thomas L. Crom      | 55  | Chief Financial Officer, Secretary and Director    
| | Jimmy Gieskoff      | 48  | Director                                           
| |                     |     |                                                    
| | Ken Greenlaw-note 1 | 43  | Director                                           
| |                     |     |                                                    

Note 1-Effective May 10, 2010 Ken Greenlaw resigned his
  position as a director for personal reasons. There were no disagreements between
  the Company and Mr. Greenlaw.

Larry N. Lorenz, Chairman and President of EcoEmissions
  Solutions, Inc., has over thirty years of international experience in business,
  manufacturing, engineering, marketing and finance. Mr. Lorenz, focus is on
  corporate strategy, global business development and managing overseas
  operations.

In 1983 Mr. Lorenz signed one of the first Canadian based
  International Joint Ventures Contracts with the People's Republic of China to
  establish a manufacturing plant in the City of Xian. Mr. Lorenz has been active
  in doing business in China since 1983. Mr. Lorenz is also a past member of the
  Board of Directors for the B.C. Division of the "Canadian Manufacturers
  Association". He represented the B.C. Manufacturers Association on the B.C.
  Equipment Tax Committee, presented various "Briefs" and "Presentations" to the
  British Columbia Government Cabinet. Project Coordinator for Baars Engineering,
  (1988 - present), a Vancouver, B.C. based Consulting company providing
  'Manufacturing and Engineering Services for the Manufacturing and Process
  Industries'.

James P. Geiskopf has 32 years of experience in the car
  rental industry. From 1975 to 1986 he was the Chief Financial Officer of Budget
  Rent a Car of Fairfield California. From 1986 to 2007 he has been the President
  and Chief executive Officer of Budget Rent a Car of Fairfield California. Mr.
  Geiskopf served on the board of directors of Suisun Valley Bank from 1986 to
  1993. He also served on the board of Napa Valley Bancorp (NASDAQ) from 1991 to
  1993.

Ken Greenlawhas 16 years of experience with Microsoft
  Corporation. From 1991 to 1997 he worked as a Test Lead in the IMG Community
  Technology Group. Projects in clued the Chat Service analysis and Web Scale
  Buddy List. This lead to the joining the MSN team I its early stages of
  development. From 1997 to 1998 he worked in the role of a vertical Technical
  Evangelist in ADCU. From 1998 to 2002 he worked in the GeoUnit as the Map Test
  Lead responsible for up to 13 staff and all of the map data used in Map Pint,
  Streets & Trips, Expedia World Atlas, ExpediaMaps.com, as well as the
  European version for everything. From 2002 to 2003 he joined a division as the
  8th employee and co-built a test team for the Release of NAS (Network
  Attached Storage), which later came to be known as Windows Storage Server. From
  2003 to 2005 he joined the Microsoft Speech Server group part way through the
  1.0 release of the product. From 2005 to present he took on the role of Engineering Manager, tasked with
  creating the Magik Product Team, and is currently working as Program Manager on
  the Commerce Sever Oversight Team with 66 vendors reporting.

37

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Executive Officers and Directors of EcoEmissions Systems,
  Inc.Below are the names and certain information regarding the Ecos
  executive officers, directors and director nominees following the acquisition of
  Eco:

| | Name           | Age | Position                                           
| | -------------- | --- | ---------------------------------------------------
| | Thomas L. Crom | 55  | President & Chief Executive
      Officer, Director
| | Thomas Bennett | 60  | VP Sales Director                                  
| | Gary Miller    | 62  | VP Technical Director                              
| | Brian Slagel   | 34  | VP Operations                                      
| | Russ Webster   | 42  | VP Research & Development                          
| | Paul Masson    | 59  | VP Field Operations                                

Following the acquisition of Eco, set forth below is a
  biographical description of each director and senior executive officer of Eco
  based on information supplied by each of them.

Thomas L. Crom, CEO & CFO With over 20 years
  experience in accounting and finance as a senior executive. Mr. Crom is a
  Certified Public Accountant (CPA) and a Certified Management Accountant (CMA).
  Currently, Thomas Crom is a director of three public U.S. companies and one
  public Canadian company. He is also a director and management representative of
  Eureka Ventures, Inc., a US-based investment consulting firm that provides
  investment banking, as well as financial and consulting services to select
  corporations and enterprises. These services include SEC quarterly and annual
  filings, SEC initial public offerings and secondary offerings, budgeting,
  forecasting, risk analysis, shareholder and public relations assistance,
  development of strategic plans, and developing and maintaining strict financial
  control. He has extensive international business development experience in
  finance, SEC Offerings and the resource sectors in North America, South America
  and Africa. Mr. Crom has a B.S. in Commerce cum laude from Santa Clara
  University, and an M.S. in Taxation cum laude from Golden Gate University.

Tom Bennett, Vice President  Sales & Marketing Tom
  Bennett was an Industrial Sales Manager for an emissions company for the past
  four years. His primary responsibility has been the development of a strong and
  loyal customer base and distributor network. Before joining the company, he had
  worked in the construction equipment industry since 1972. For the last 10 years,
  he served as the Senior Accounts Manager for RDO Equipment Company, the largest
  John Deere dealer in the world. Mr. Bennett was one of the top John Deere
  salesmen in the United States. Mr. Bennett attended the University of Arizona.

Brian Slagel, Vice President  Operations A hands-on
  manufacturing and operations manager with 15 years of progressive experience in
  the automotive manufacturing industry, Brian Slagel had previously worked for
  another emissions device manufacturer as the Director of Operations. There, he
  was responsible for planning and directing all manufacturing operations and
  developing manufacturing processes and procedures. Prior to this, Mr. Slagel
  served as Operations Manager for Intertek, a testing, engineering, and
  manufacturing quality management firm. He was responsible for the profitability,
  operations, safety compliance, and quality assurance for the testing and
  engineering departments. Brian Slagel has extensive experience in process
  analysis and production efficiency. He attended the University of Phoenix and
  served in the US Air Force as an aircraft Crew Chief.

Gary Miller, Vice President  Engineering and Technical
  ServicesMr. Miller is a 32 year veteran of the General Motors Corporation.
  During his tenure there, Gary worked as a Technical Writer, Resident Instructor
  at a General Motors Training Center, Regional Service Manager, for fifteen years
  as a Field Test Engineer/Engineering Facilities Manager (Domestic and
  International),and finally as a Project Manager on Light and Medium Duty Trucks
  and the H1-HUMMER platform at the GM Desert Proving Grounds. Mr. Miller has vast
  technical, engineering and engineering management experience in multiple
  industries He has a B.S. degree in Engineering from Northrop -Rice Aviation
  Institute of Technology.

38

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Russ Webster, Vice President  Research &
  Development Bringing over 20 years experience in the heavy equipment
  industry to the company, Russ Webster worked in various capacities with research
  & development and product design. Mr. Webster has extensive experience with
  emissions control devices and has worked with both the California Air Resources
  Board and the Environmental Protection Agency to achieve accreditations. Mr.
  Webster attended Eastern Arizona College.

Paul Masson, Vice President  Field Operations &
  Business Development Paul Masson comes to Eco-Emissions Systems with over 37
  years experience in highway and mining construction equipment from both the
  sales and service sides of the business. He also benefits from a wealth of large
  engine experience in the commercial marine industry. Mr. Masson worked for a
  Caterpillar Tractor dealership for over 12 years before starting his own
  successful company. Some of the business models and application engineering
  models he developed are still being used today. With the advent of the Clean Air
  rules looming in the future, Mr. Masson was excited by the opportunity to become
  part of the EcoEmissions team that works to reduce our clients carbon footprint
  and give back to the community. Mr. Masson has a B.S. Degree in Marketing
  Management and other accreditations from California State University at Pomona,
  CA.

Advisory Board

Andy Nuzzi  Corporate Advisor, Marine OperationsWith
  over 30 years in the international shipping industry, Andy Nuzzi brings an
  extensive background to the companys marine operations. He held key managerial
  positions with Furness Withy, a major international shipping company, where he
  was instrumental in merging their U.S. interests into Kerr Steamship Company. In
  1977, he became Corporate Vice President of Kerr, then the largest shipping
  agency in North America. In 1983 he became Senior Vice President and ran the
  Gulf and South Atlantic Operations. In the 90s, Mr. Nuzzi became Executive Vice
  President of K Line. He is a former President of the U.S. Great Lakes Shipping
  Association, and served on the Board of Directors of California United
  Terminals, Coastal Maritime Services, Coastal Trailer Repairs, Fairway
  Terminals, and numerous other organizations and companies.

Paul Rovey  Advisor, Agriculture Equipment A third
  generation farmer and operator of Rovey Farms, Paul Rovey is a leader in the
  agriculture industry, and is Chairman of Dairy Inc. He also sits on the Board of
  the United Industry Association, is Vice Chairman of the United States Dairy
  Export Council, and a Board Member of Farm Credit Services Southwest. In
  Arizona, Mr. Rovey sits on the governing Council of The Salt River Project and
  is a Board Member of The Center For Rural Leadership. He boasts an extensive
  network within the American and international food production sectors.

Paul Edward Watts  Advisor, Heavy Equipment industry With over 50 years in engineering and heavy equipment, Ed Watts has a formidable
  background in industries relying on diesel engines. He started as an Operating
  Engineer in 1953, eventually becoming Field Superintendent for Kiewit, where he
  oversaw construction of new harbors in Southern California. He held similar
  duties with for Ets-Hokin & Galvin on the electrical power lines that
  connected Americas power grid. He then ran his own company, working as a
  subcontractor for Bechtel at the Anaconda Molybdenum Mine in Nevada. Thereafter,
  he was responsible for all machinery support on two very large Bechtel Power
  Plant Construction jobs including the Palo Verde Nuclear Generating Station
  which is the largest nuclear facility in America. After retiring from
  construction, Ed became an advisor to John Deere in their machine design
  department and to RDO Equipment Company, which is John Deeres largest dealer.
  His other realm of expertise is in recreational vehicles, which is a significant
  market sector for the company.

(b) Significant Employees.

See above

(c) Family Relationships.

There are no family relationships among directors, executive
  officers, or persons nominated or chosen by the issuer to become directors or
  executive officers.

(d) Involvement in Certain Legal Proceedings.

39

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There have been no events under any bankruptcy act, no criminal
  proceedings and no judgments, injunctions, orders or decrees material to the
  evaluation of the ability and integrity of any director, executive officer,
  promoter or control person of Registrant during the past five years.

Code Of Ethics

The Company has a formally adopted a written code of ethics
  that applies to the Company's principal executive officer, principal financial
  officer or controller, or persons performing similar functions.

Committees

We do not have audit, nominating, or compensation committees or
  committees performing similar functions nor a written nominating, compensation
  of audit committee charter. Our Board of Directors as a whole decides such
  matters, including those that would be performed by a standing nominating
  committee. Our Board of Directors has not adopted any processes or procedures
  for considering executive and director compensation. We have not yet
  adopted an audit, compensation, or nominating committees because we have not
  sufficiently developed our operations and have generated no revenues since we
  changed our business model to exploration activities.

Additionally, we do not currently have any specific or minimum
  criteria for the election of nominees to our Board of Directors nor do we have
  any process or procedure for evaluating such nominees.

Shareholder Communications and Shareholders
  meetings

Our Board of Directors does not have any defined policy or
  procedure requirements for our stockholders to send communications to our Board
  of Directors, including submission of recommendations for nominating directors.
  We have not yet adopted a process for our security holders to communicate with
  our Board of Directors because we have not sufficiently developed our operations
  and corporate governance structure.

We have not yet held an annual shareholders meeting.

Compliance With Section 16(A) Of The Exchange Act

Section 16(a) of the Exchange Act, as amended, requires that
  our directors, executive officers and persons who own more than 10% of a class
  of our equity securities which are registered under the Exchange Act to file
  with the Commission initial reports of ownership and reports of changes of
  ownership of such registered securities.

To our knowledge, based solely on a review of copies of such
  reports, no person required to file such a report failed to file a required
  report with respect to the fiscal year covered by this report.

Item 11: Executive Compensation

The table below summarizes all compensation awarded to, earned
  by, or paid to our executive officers by any person for all services rendered in
  all capacities to us for the year ended February 28, 2010

Summary Compensation
  Table

|Name & Principle 
      Position        | Year | Salary 
      ($) | Other Annual 
      Compensation 
      Bonus ($) | Restricted 
      Stock ($) | Options 
      Awards 
      ($) | LTIP 
      SARs 
      ($) | Payouts 
      ($) | All Other 
      Compensation 
      ($)
|--------------------------------------- | ---- | ----------------- | ------------------------------------------------- | --------------------------- | -------------------------------- | --------------------------- | ------------------ | ----------------------------------------
|Larry N. Lorenz. 
      President & CEO | 2010 | 0                 | 0                                                 | 0                           | 0                                | 0                           | 0                  | 0                                       
|Thomas L. Crom, 
      Secretary & CFO  | 2010 | 0                 | 0                                                 | 0                           | 0                                | 0                           | 0                  | 0                                       
|James P. 
      Geiskopf, Director      | 2010 | 0                 | 0                                                 | 0                           | 0                                | 0                           | 0                  | 0                                       
|Ken Greenlaw  
      Director-note 1   | 2010 | 0                 | 0                                                 | 0                           | 0                                | 0                           | 0                  | 0                                       

40

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Note 1-Effective May 10, 2010 Ken Greenlaw resigned his
  position as a director for personal reasons. There were no disagreements between
  the Company and Mr. Greenlaw.

There are no current employment agreements between the
  Solutions and its executive officers.

Eco Employment and Consultancy Agreements

Effective October 1, 2008, Eco entered into an Employment
  Agreements (the Employment Agreement) with each of its employees at that name:
  Thomas L. Crom, Thomas Bennett, Gary Miller, Brian Slagel and Russ Webster. The
  terms and conditions of the employment contact are identical except for the
  personal information, job titles and duties. Eco entered a similar employment
  contract with Mr. Masson effective August 1, 2009.

The following are the material terms of the Employment
  Agreement:

| | i.  | each person is entitled receive an annual salary of
      $120,000 per year for a term of three years and renewable for an
      additional three period. The retirement age is established at 72
      years.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ii. | each person is entitle to receive the following Preferred
      A and B shares                                                                                                                                
| |     | Preferred A Shares                                                                                                                                                                                            
| |     | 1.                                                                                                                                                                                                            
| |     | 2.                                                                                                                                                                                                            
| |     | 3.                                                                                                                                                                                                            
| |     | 4.                                                                                                                                                                                                            

| | Preferred B Shares
| | ------------------
| | 1.                
| |                   
| | 2.                
| |                   
| | 3.                

41

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| | 4. | Upon receipt of appropriate product verification and
      certification from a governmental agency, the then holders of the
      Preferred B shares (Series I) shall be entitled to convert Fifty Thousand
      (50,000) of such shares into Five Million (5,000,000) common shares of
      EcoEmissions Solutions, Inc.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 12: Security Ownership Of Certain Beneficial Owners And
  Management

The following table presents certain information regarding the
  beneficial ownership of all shares of common stock at the date of this filing,
  for each executive officer and director of our Company and for each person known
  to us who owns beneficially more than five percent (5%) of the outstanding
  shares of our common stock. The percentage ownership shown in such table is
  based upon the 48,150,000 common shares issued and outstanding.

|Name and Address Beneficial Owner (1)                                                      | Amount and Nature of Beneficial 
      Ownership | Percentage 
      of Ownership
|------------------------------------------------------------------------------------------ | ------------------------------------------------ | ------------------------------
|                                                                                           |                                                  |                               
|James P. Geiskopf 
      3250 Oakland Hills
      Court Fairfield, 
      California 92534 | 15,000,000                                       | 31%                           
|                                                                                           |                                                  |                               
|Ken Greenlaw 
      26127 N.E 25thStreet 
      Redmond, Washington 
      98053           | 15,000,000                                       | 31%                           
|                                                                                           |                                                  |                               
|All Officers and Directors as a Group                                                      | 30,000,000                                       | 62%                           

(1) Each of the persons named above may
  be deemed to be a "parent" and promoter" of the Company, within the meaning of
  such terms under the Securities Act of 1933, as amended, by virtue of his direct
  holdings in the Company.

Item 13: Certain Relationships and Related Transactions

Our management is involved in other business activities and
  may, in the future become involved in other business opportunities. If a
  specific business opportunity becomes available, such persons may face a
  conflict in selecting between our business and their other business interests.
  In the event that a conflict of interest arises at a meeting of our directors, a
  director who has such a conflict will disclose his interest in a proposed
  transaction and will abstain from voting for or against the approval of such
  transaction.

Director Independence

The Company is not a listed issuer whose securities are listed
  on a national securities exchange, or an inter-dealer quotation system which has
  requirements that a majority of the board of directors be independent. Under
  NASDAQ Rule 5605(a) (2) (A), a director is not considered to be independent if
  he or she also is an executive officer or employee of the corporation. Under
  such definition, our directors, Larry Lorenz and Thomas Crom would not be
  considered independent as they also serve as executive officers of the Company.
  Our directors James Geiskopf and Ken Greenlaw would be considered independent.

Item 14: Principal Accountant Fees And Services

Seale and Beers, CPAs, independent public accountants, are our
  principal accountants. They billed the following fees for the services indicated
  in the following fiscal years:

42

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|                   | Fiscal year-ended 
      February 28, 2010 | Fiscal year-ended 
      February 28, 2009
|------------------ | ------------------------------------------ | ------------------------------------------
|                   |                                            |                                           
|Audit fees         | $ 8,000                                    | $ 11,500                                  
|Audit-related fees | $        0                                 | $        0                                
|Tax fees           | $       
      0                           | $        0                                
|All other fees     | $       
      0                           | $       
      0                          

Audit fees consist of fees related to professional services
  rendered in connection with the audit of our annual financial statements. All
  other fees relate to professional services rendered in connection with the
  review of the quarterly financial statements.

Insomuch as we do not have an audit committee, our board of
  directors performs the functions of an audit committee. Section 10A(i) of the
  Securities Exchange Act of 1934 prohibits our auditors from performing audit
  services for us as well as any services not considered to be "audit services"
  unless such services are pre-approved by the board of directors (in lieu of the
  audit committee) or unless the services meet certain de minimis standards.

Item 15 Exhibits And Reports

The following exhibits are included herein, except for the
  exhibits marked with a footnote, which are incorporated herein by reference and
  can be found in the appropriate document referenced.

|3.1  | Articles and By-Laws as filed with the Delaware Secretary
      of State April 02, 2007*
|---- | ----------------------------------------------------------------------------------------
|     |                                                                                         
|99.2 | Geologist Report*                                                                       
|     |                                                                                         
|4.0  | Code of Ethics**                                                                        
|     |                                                                                         
|31.1 | Rule 13a-14(a)/15d-14(a) Certification by the Principal
      Executive Officer**       
|     |                                                                                         
|31.2 | Rule 13a-14(a)/15d-14(a) Certification by the Principal
      Financial Officer**       
|     |                                                                                         
|32.1 | Section 1350 Certification by the Principal Executive
      Officer**                   
|     |                                                                                         
|32.2 | Section 1350 Certification by the Principal Financial
      Officer**                   

* Incorporated by reference to the Registrant's Registration
  Statement on Form S-1, filed on April 25, 2008. 
  ** Filed herewith

SIGNATURES

In accordance with 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.

ECOEMISSIONS SOLUTIONS, INC.

By: /s/Larry N. Lorenz 
  Larry N.
  Lorenz 
  President, Chief Executive and Director

By: /s/Thomas L. Crom 
  Thomas L. Crom,
  Secretary Treasurer, Chief Financial 
  Officer, Principal Accounting Officer
  and Director

43

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In accordance with the requirements of the Securities Act, this
  Form 10-K/A has been signed by the following persons in the capacities and on
  the dates stated.

|SIGNATURE                  |  | TITLE                               |  | DATE         
|-------------------------- |  | ----------------------------------- |  | -------------
|                           |  |                                     |  |              
|/s/: Larry N.
      Lorenz |  | Chief Executive Officer, Director   |  | June 17, 2010
|Larry Lorenz               |  | (Principal Executive Officer)       |  |              
|                           |  |                                     |  |              
|/s/: Thomas
      Crom     |  | Chief Financial Officer             |  | June 17, 2010
|Thomas L. Crom             |  | (Principal Financial and Accounting |  |              
|                           |  | Officer)                            |  |              

44

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